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UGI CORP /PA/

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

UGI$37.04-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000884614-25-000017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000884614-25-000045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 163 current paragraphs.

58 unchanged; 73 reworded; 29 added; 4 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 12 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (29)

Current report

(c)The 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 earnings per share for the three months ended June 30, 2024 was determined based upon fully diluted shares of 214.50 million.

Current report

As part of the Company’s ongoing global LPG business portfolio optimization efforts, the Company is strategically divesting operations in non-core markets to focus resources where it can achieve superior operational results and deliver enhanced customer value.

Current report

UGI International. In June 2025, UGI International, through a wholly-owned subsidiary, completed the sale of UniverGas, its LPG distribution business in Italy. In conjunction with the sale, during the third quarter of Fiscal 2025, the Company recorded a pre-tax loss of $51 million.

Current report

In June 2025, UGI International, through a wholly-owned subsidiary, entered into a definitive agreement to divest our cylinder business in the United Kingdom. Accordingly, the assets and liabilities associated with this business, primarily comprised of long-lived assets, have been classified as held for sale at June 30, 2025. During the third quarter of Fiscal 2025, the Company recognized a non-cash, pre-tax impairment charge of $3 million to record such assets at estimated fair value less costs to sell. The transaction is expected to close in the fourth quarter of Fiscal 2025.

Current report

AmeriGas Propane. In June 2025, AmeriGas OLP entered into a definitive agreement to divest its propane business located in Hawaii. The transaction includes the sale of approximately 750,000 gallons of propane storage facilities and multiple delivery fleet assets. Accordingly, the assets and liabilities associated with this business, primarily comprised of long-lived assets, have been classified as held for sale at June 30, 2025. The Company expects to record a gain on the sale at close. The transaction is expected to close in the fourth quarter of Fiscal 2025.

Current report

Net loss attributable to UGI Corporation for the 2025 three-month period also includes (1) a $53 million loss on disposals of certain non-core assets from our global LPG business; and (2) a loss on extinguishments of debt of $8 million, primarily at AmeriGas Propane.

Current report

AmeriGas Propane’s adjusted net income attributable to UGI Corporation increased $73 million in the 2025 three-month period, primarily attributable to lower income taxes.

Current report

Net income attributable to UGI Corporation for the 2025 nine-month period also includes (1) a $53 million loss on disposals of certain non-core assets from our global LPG business; and (2) a loss on extinguishments of debt of $8 million, primarily at AmeriGas Propane.

Current report

Utilities total margin increased $4 million during the 2025 three-month period, primarily reflecting higher margins at WV Gas Utility from an increase in IREP revenues compared to the prior-year period. Electric Utility margin was comparable to the prior-year period.

Current report

Midstream & Marketing operating income and earnings before interest expense and income taxes decreased $14 million and $16 million, respectively, during the 2025 three-month period. These decreases largely reflect the decrease in total margin ($9 million), lower other operating income ($6 million) and slightly higher operating and administrative expenses ($2 million), partially offset by lower depreciation and amortization expenses ($2 million).

Current report

Total margin was comparable to the prior-year period as the higher average retail propane unit margins ($6 million) was substantially offset by the lower retail propane volumes sold ($5 million).

Current report

2025 Nine-Month Period Compared with the 2024 Nine-Month Period

Current report

As further described in the “Significant Financing Activities” section below, in July 2025, UGI Utilities entered into a note purchase agreement and expects to issue a total of $275 million aggregate principal amount senior notes in November 2025. UGI Utilities expects to use the net proceeds from the issuance of the senior notes primarily to refinance indebtedness and for general corporate purposes. With respect to the UGI Corporation Senior Notes that became eligible for early conversion requests from July 1, 2025 through September 30, 2025, the Company cannot predict whether noteholders will elect to convert during the conversion period. To-date, no noteholders have elected to convert their notes. In August 2025, the Company amended its credit agreement to add a new $300 million revolving credit facility. In addition, as of June 30, 2025, the Company had $279 million of unused borrowing capacity under its existing $475 million revolving credit facility and access to additional liquidity via subsidiaries to fund any additional cash consideration, if needed, in the event of early conversion by noteholders.

Current report

See “Significant Financing Activities” below and Note 8 to Condensed Consolidated Financial Statements for further information.

Current report

UGI Utilities Senior Notes. In July 2025, UGI Utilities entered into a note purchase agreement with a consortium of lenders. Pursuant to the note purchase agreement, UGI Utilities expects to issue $150 million aggregate principal amount of 5.10% Senior Notes due November 15, 2030, and $125 million aggregate principal amount of 5.68% Senior Notes due November 15, 2035. The Senior Notes are expected to be funded on or before November 14, 2025. These Senior Notes, when funded, are unsecured and will rank equally with UGI Utilities’ existing outstanding senior debt. UGI Utilities expects to use the net proceeds from the issuance of the senior notes primarily to refinance indebtedness and for general corporate purposes.

Current report

Mountaineer 2025 Credit Agreement. In May 2025, Mountaineer entered into the Mountaineer 2025 Credit Agreement providing for borrowings up to $150 million, including a $20 million sublimit for letters of credit. Mountaineer may request an increase in the amount of loan commitments to a maximum aggregate amount of $250 million, subject to certain terms and conditions. In connection with the entering into of the Mountaineer 2025 Credit Agreement, Mountaineer paid off in full and terminated the Mountaineer 2023 Credit Agreement, dated as of November 2019. Borrowings under the Mountaineer 2025 Credit Agreement can be used to refinance Mountaineer’s existing indebtedness, finance the working capital needs of Mountaineer and for general corporate purposes. The Mountaineer 2025 Credit Agreement is scheduled to expire in May 2030, and Mountaineer has the option, with the consent of the lenders, to extend the maturity date to May 2031, and then to May 2032.

Current report

AmeriGas Partners Senior Notes. In May 2025, AmeriGas Partners and AmeriGas Finance Corp. issued $550 million aggregate principal amount of 9.5% Senior Notes due June 2030. The 9.5% Senior Notes rank equally with AmeriGas Partners’ existing and future outstanding senior notes. The net proceeds from the issuance of the 9.5% Senior Notes, together with cash on hand and other sources of liquidity, were used for the early repayment, pursuant to a tender offer and notice of redemption, of all AmeriGas Partners 5.875% Senior Notes having an aggregate principal amount of $664 million, plus tender and make whole premiums and accrued and unpaid interest.

Current report

In conjunction with the early repayment of these senior notes, the Partnership recognized a pre-tax loss of $9 million primarily comprising tender and make whole premiums and the write-off of unamortized debt issuance costs, which is reflected in “Loss on extinguishments of debt” on the Condensed Consolidated Statement of Income for the three and nine months ended June 30, 2025.

Current report

In August 2025, the Company amended its UGI Corporation 2025 Credit Agreement to add an additional revolving credit facility of $300 million, the borrowings of which, if any, can be used solely to fund the cash consideration in the event of early conversion requests of the UGI Corporation Senior Notes (see “UGI Corporation Senior Notes” below). The $300 million credit facility is scheduled to expire in August 2026, and the Company has the option, subject to meeting certain conditions, to convert and extend the credit facility borrowings into a one year term loan.

Current report

UGI Corporation Senior Notes. In June 2024, UGI issued, in an underwritten private placement, an aggregate $700 million principal amount of 5.00% UGI Corporation Senior Notes due June 2028. The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances.

Current report

As of June 30, 2025, an early conversion condition associated with the market price of the Company’s common stock was met, and accordingly, pursuant to an indenture dated as of June 11, 2024, the UGI Corporation Senior Notes are convertible at the option of the noteholders, in whole or in part, from July 1, 2025 through September 30, 2025.

Current report

Because the Company must pay noteholders cash up to the aggregate principal amount and noteholders can convert at their sole election beginning July 1, 2025 through September 30, 2025, the Company classified the entire $700 million principal amount (net of unamortized debt issuance costs of $13 million) of the UGI Corporation Senior Notes in "Current maturities of long-term debt" on the June 30, 2025 Condensed Consolidated Balance Sheet.

Current report

Whether the UGI Corporation Senior Notes will become convertible in subsequent periods after September 30, 2025 will depend on the future occurrence of early conversion conditions. If none of the conversion conditions are met in future quarters, the UGI Corporation Senior Notes will revert to classification as "Long-term debt" on the Condensed Consolidated Balance Sheet.

Current report

The Company cannot predict whether noteholders will elect to convert during the conversion period ending September 30, 2025. Whether noteholders elect to convert will depend on various factors including market conditions and the secondary market trading price of the UGI Corporation Senior Notes relative to the value of early conversion. Historically, the secondary market trading price has exhibited a premium over the value of early conversion, indicating economic value to not requesting an early conversion. The Company cannot predict if these conditions will continue. As described above, in August 2025, the Company amended its credit agreement to add a new $300 million revolving credit facility, the borrowings of which, if any, can be used solely to fund the cash consideration in the event of conversion by noteholders. In addition, as of June 30, 2025, the Company had $279 million of unused borrowing capacity under its existing $475 million revolving credit facility and access to additional liquidity via subsidiaries to fund any additional cash consideration, if needed, in the event of early conversion by noteholders. To-date, no noteholders have elected to convert their notes.

Current report

The 2024 nine-month period includes the June 2024 issuance by UGI Corporation of $700 million of the UGI Corporation Senior Notes and UGI Utilities issuance of $250 million principal amount of senior notes. Proceeds from the UGI Corporation Senior Notes were used to reduce amounts outstanding under UGI Corporation’s revolving credit facility, to repay its outstanding variable-rate amortizing term loan in the amount of $194 million, and to fund a capital contribution to the Partnership in the amount of $315 million which, along with other sources of liquidity, AmeriGas Partners used to repurchase $475 million aggregate principal amount of its 5.50% Senior Notes. Proceeds From the issuance of UGI Utilities’ senior notes in the 2024 nine-month period were used by UGI Utilities to reduce short-term borrowings and for general corporate purposes.

Current report

Mountaineer. On July 31, 2025, WV Gas Utility submitted its 2025 IREP filing to the WVPSC requesting recovery of $24 million, an increase of $5 million, for costs associated with capital investments after December 31, 2022, that total $274 million, including $77 million in calendar year 2026. The filing included capital investments totaling $445 million over the 2026 - 2030 period.
Removed paragraphs (4)

Previous report

AmeriGas Propane’s adjusted net income attributable to UGI Corporation decreased $74 million in the 2025 six-month period. The decrease principally reflects higher income tax expenses, partially offset by higher total margin and lower operating and administrative expenses in the 2025 six-month period.

Previous report

2025 Six-Month Period Compared with the 2024 Six-Month Period

Previous report

Total margin increased $14 million in the 2025 six-month period reflecting higher average retail propane unit margins ($14 million) and the higher retail propane volumes sold ($9 million), partially offset by lower fee income ($7 million).
Reworded paragraphs (73)

Previous wording

The following analyses compare the Company’s results of operations for the 2025 three-month period with the 2024 three-month period and the 2025 six-month period with the 2024 six-month period. Our analysis of results of operations should be read in conjunction with the segment information included in Note 15 to Condensed Consolidated Financial Statements.

Current wording

The following analyses compare the Company’s results of operations for the 2025 three-month period with the 2024 three-month period and the 2025 nine-month period with the 2024 nine-month period. Our analysis of results of operations should be read in conjunction with the segment information included in Note 15 to Condensed Consolidated Financial Statements.

Previous wording

UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP. Volatility in net income attributable to UGI Corporation can occur as a result of gains and losses on such derivative instruments not associated with current-period transactions. These gains and losses result principally from recording changes in unrealized gains and losses on unsettled commodity and certain foreign currency derivative instruments and, to a much lesser extent, certain realized gains and losses on settled commodity derivative instruments that are not associated with current-period transactions. However, because these derivative instruments economically hedge anticipated future purchases or sales of energy commodities, or in the case of certain foreign currency derivatives reduce volatility in anticipated future earnings associated with our foreign operations, we expect that such gains or losses will be largely offset by gains or losses on anticipated future energy commodity transactions or mitigate volatility in anticipated future earnings. 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.

Current wording

UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP. Volatility in net income (loss) attributable to UGI Corporation can occur as a result of gains and losses on such derivative instruments not associated with current-period transactions. These gains and losses result principally from recording changes in unrealized gains and losses on unsettled commodity and certain foreign currency derivative instruments and, to a much lesser extent, certain realized gains and losses on settled commodity derivative instruments that are not associated with current-period transactions. However, because these derivative instruments economically hedge anticipated future purchases or sales of energy commodities, or in the case of certain foreign currency derivatives reduce volatility in anticipated future earnings associated with our foreign operations, we expect that such gains or losses will be largely offset by gains or losses on anticipated future energy commodity transactions or mitigate volatility in anticipated future earnings. 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.

Previous wording

The following tables reflect the adjustments referred to above and reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share:

Current wording

The following tables reflect the adjustments referred to above and reconcile net income (loss) attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income (loss) attributable to UGI Corporation, and reconcile diluted earnings (loss) per share, the most directly comparable GAAP measure, to adjusted diluted earnings (loss) per share:

Previous wording

Net income attributable to UGI Corporation for the 2025 three-month period was $479 million (equal to $2.19 per diluted share) compared to $496 million (equal to $2.30 earnings per diluted share) for the 2024 three-month period. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $(5) million and $111 million during the 2025 and 2024 three-month periods, respectively.

Current wording

Net loss attributable to UGI Corporation for the 2025 three-month period was $163 million (equal to $0.76 loss per diluted share) compared to $48 million (equal to $0.23 loss per diluted share) for the 2024 three-month period. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $(99) million and $33 million during the 2025 and 2024 three-month periods, respectively.

Previous wording

Net income attributable to UGI Corporation during the 2024 three-month period also includes (1) restructuring costs of $27 million, largely attributable to a reduction in workforce and related costs primarily at UGI International; (2) an impairment of assets of $5 million at UGI International; (3) external advisory fees of $5 million associated with AmeriGas operations enhancement for growth project; and (4) $1 million of costs associated with the exit of our UGI International energy marketing business in Europe.

Current wording

Net loss attributable to UGI Corporation during the 2024 three-month period also includes (1) a $45 million impairment of assets held-for-sale associated with UGID; (2) a $25 million impairment associated with equity method investments at UGI International; (3) external advisory fees of $9 million associated with AmeriGas operations enhancement for growth project; (4) restructuring costs of $7 million, largely attributable to a reduction in workforce and related costs, primarily at UGI International; (5) loss on extinguishments of debt of $5 million, primarily at AmeriGas Propane; and (6) $2 million of costs associated with the exit of our UGI International energy marketing business in Europe.

Previous wording

Adjusted net income attributable to UGI Corporation for the 2025 three-month period was $484 million (equal to $2.21 per diluted share) compared to adjusted net income of $423 million (equal to $1.97 per diluted share) for the 2024 three-month period. The increase in adjusted net income attributable to UGI Corporation during the 2025 three-month period reflects higher earnings contributions primarily from our Midstream & Marketing and Utilities segments and, to a much lesser extent, our UGI International segment, partially offset by lower earnings contributions from the AmeriGas Propane segment. In addition, the increase in adjusted net income during the 2025 three-month period also reflects significantly lower income tax expenses primarily related to an increase in investment tax credits in our Midstream & Marketing segment and the release of a valuation allowance on deferred tax assets expected to be utilized in the current year in our UGI International segment. During the 2025 three-month period, temperatures in all of our segments were significantly colder than the prior-year period.

Current wording

Adjusted net loss attributable to UGI Corporation for the 2025 three-month period was $3 million (equal to $0.01 loss per diluted share) compared to adjusted net income of $12 million (equal to $0.06 per diluted share) for the 2024 three-month period. The decrease in adjusted net income attributable to UGI Corporation during the 2025 three-month period reflects lower earnings contributions from our Utilities, Midstream & Marketing and UGI International segment, partially offset by higher earnings contributions from the AmeriGas Propane segment. In addition, adjusted net income during the 2025 three-month period also reflects significantly lower income tax expenses primarily related to an increase in investment tax credits in our Midstream & Marketing segment and the release of a valuation allowance on deferred tax assets expected to be utilized in the current year in our UGI International segment. During the 2025 three-month period, temperatures in all of our segments were colder than the prior-year period, except for the UGI International segment.

Previous wording

Utilities’ adjusted net income attributable to UGI Corporation increased $11 million in the 2025 three-month period compared to the prior-year period, primarily attributable to higher total margin due in large part to higher core market volumes.

Current wording

Utilities’ adjusted net income attributable to UGI Corporation decreased $8 million in the 2025 three-month period compared to the prior-year period, primarily attributable to higher operating and administration expenses, partially offset by higher total margin.

Previous wording

Midstream & Marketing’s adjusted net income attributable to UGI Corporation increased $30 million in the 2025 three-month period, primarily attributable to lower income tax expenses, reflecting higher investment tax credits in the 2025 three-month period.

Current wording

Midstream & Marketing’s adjusted net income attributable to UGI Corporation decreased $3 million in the 2025 three-month period, primarily attributable to lower total margin, partially offset by lower income tax expenses, reflecting higher investment tax credits in the 2025 three-month period.

Previous wording

UGI International’s adjusted net income attributable to UGI Corporation increased $2 million in the 2025 three-month period, reflecting lower operating and administrative expenses substantially offset by higher income tax expenses.

Current wording

UGI International’s adjusted net income attributable to UGI Corporation decreased $3 million in the 2025 three-month period, reflecting lower total margin, substantially offset by lower operating and administrative expenses and lower income tax expenses.

Previous wording

Net income attributable to UGI Corporation for the 2025 six-month period was $854 million (equal to $3.93 per diluted share) compared to $590 million (equal to $2.74 per diluted share) for the 2024 six-month period. These results include net gains from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $75 million and $20 million during the 2025 and 2024 six-month periods, respectively.

Current wording

Net income attributable to UGI Corporation for the 2025 nine-month period was $691 million (equal to $3.16 per diluted share) compared to $542 million (equal to $2.52 per diluted share) for the 2024 nine-month period. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $(24) million and $53 million during the 2025 and 2024 nine-month periods, respectively.

Previous wording

Net income attributable to UGI Corporation during the 2024 six-month period also includes (1) $66 million of costs associated with the exit of our UGI International energy marketing business in Europe, principally reflecting wind-down activities in the Netherlands and the loss on the sale of the energy marketing business located in France; (2) restructuring costs of $30 million largely attributable to a reduction in workforce and related costs; (3) external advisory fees of $10 million associated with AmeriGas operations enhancement for growth project; and (4) an impairment of assets of $5 million at UGI International.

Current wording

Net income attributable to UGI Corporation during the 2024 nine-month period also includes (1) $68 million of costs associated with the exit of our UGI International energy marketing business in Europe, principally reflecting wind-down activities in the Netherlands and the loss on the sale of the energy marketing business located in France; (2) a $45 million impairment of assets held for sale associated with UGID; (3) restructuring costs of $37 million largely attributable to a reduction in workforce and related costs, primarily at UGI International; (4) $30 million of impairments associated with equity method investments and certain other assets at UGI International; (5) external advisory fees of $19 million associated with AmeriGas operations enhancement for growth project; and (6) loss on extinguishments of debt of $5 million, primarily at AmeriGas Propane.

Previous wording

Adjusted net income attributable to UGI Corporation for the 2025 six-month period was $779 million (equal to $3.58 per diluted share) compared to $681 million (equal to $3.16 per diluted share) for the 2024 six-month period. The increase in adjusted net income attributable to UGI Corporation for the 2025 six-month period reflects higher earnings contributions from our Midstream & Marketing, UGI International and Utilities segments, partially offset by lower earnings contributions from the AmeriGas Propane segment. In addition, the increase in adjusted net income during the 2025 six-month period also reflects significantly lower income tax expenses primarily related to an increase in investment tax credits in our Midstream & Marketing segment and the release of a valuation allowance on deferred tax assets expected to be utilized in the current year in our UGI International segment. During the 2025 six-month period, temperatures in all of our segments were significantly colder than the prior-year period.

Current wording

Adjusted net income attributable to UGI Corporation for the 2025 nine-month period was $776 million (equal to $3.55 per diluted share) compared to $693 million (equal to $3.22 per diluted share) for the 2024 nine-month period. The increase in adjusted net income attributable to UGI Corporation for the 2025 nine-month period reflects higher earnings contributions from our Midstream & Marketing, UGI International and Utilities segments, partially offset by slightly lower earnings contributions from the AmeriGas Propane segment. In addition, the increase in adjusted net income during the 2025 nine-month period also reflects significantly lower income tax expenses primarily related to an increase in investment tax credits in our Midstream & Marketing segment and the release of a valuation allowance on deferred tax assets expected to be utilized in the current year in our UGI International segment. During the 2025 nine-month period, temperatures in all of our segments were colder than the prior-year period.

Previous wording

Utilities’ adjusted net income attributable to UGI Corporation increased $14 million in the 2025 six-month period. The increase was largely attributable to higher total margin due in large part to higher core market volumes and the increase in the base rate at WV Gas Utility effective January 2024, partially offset by higher operating and administrative expenses.

Current wording

Utilities’ adjusted net income attributable to UGI Corporation increased $6 million during the 2025 nine-month period. The increase was largely attributable to higher total margin due in large part to higher core market volumes and the increase in the base rate at WV Gas Utility effective January 2024, partially offset by higher operating and administrative expenses.

Previous wording

Midstream & Marketing’s adjusted net income attributable to UGI Corporation increased $27 million in the 2025 six-month period. The increase is primarily attributable to lower income tax expenses, reflecting higher investment tax credits in the 2025 six-month period, partially offset by lower total margin from lower midstream margins.

Current wording

Midstream & Marketing’s adjusted net income attributable to UGI Corporation increased $24 million during the 2025 nine-month period. The increase is primarily attributable to lower income tax expenses, reflecting higher investment tax credits in the 2025 nine-month period, partially offset by lower total margin.

Previous wording

UGI International’s adjusted net income attributable to UGI Corporation increased $19 million in the 2025 six-month period. The increase is mainly attributable to lower operating and administrative expenses and lower income tax expenses, partially offset by lower margin contributions primarily from our energy marketing activities, reflecting the exit of substantially all of UGI International’s energy marketing business in Fiscal 2024.

Current wording

UGI International’s adjusted net income attributable to UGI Corporation increased $16 million during the 2025 nine-month period. The increase is mainly attributable to lower operating and administrative expenses and lower income tax expenses, partially offset by lower margin contributions primarily from our LPG business, reflecting lower LPG retail volumes sold.

Previous wording

AmeriGas Propane’s adjusted net income attributable to UGI Corporation decreased $12 million in the 2025 three-month period as higher total margin, primarily resulting from higher retail propane volumes sold and higher average retail propane unit margins was more than offset by higher income tax expenses.

Current wording

AmeriGas Propane’s adjusted net income attributable to UGI Corporation decreased $1 million during the 2025 nine-month period as higher total margin, reflecting higher average retail propane unit margins, and lower operating and administrative expenses were more than offset by higher income tax expenses.

Previous wording

(a)Total margin represents revenues less cost of sales and revenue-related taxes (i.e., gross receipts and business and occupation taxes) of $17 million and $16 million during the 2025 and 2024 six-month periods, respectively. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from operating and administrative expenses presented above).

Current wording

(a)Total margin represents revenues less cost of sales and revenue-related taxes (i.e., gross receipts and business and occupation taxes) of $4 million during each of the 2025 and 2024 three-month periods. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from operating and administrative expenses presented above).

Previous wording

Temperatures in Gas Utility’s service territories during the 2025 three-month period were 0.3% colder than normal and 15.1% colder than the prior-year period. Gas Utility core market volumes increased 18% during the 2025 three-month period, principally reflecting the impact from the significantly colder weather compared to the prior-year period. Total Gas Utility volume increased 6% during the 2025 three-month period, mainly reflecting the increase in core market volumes. The increase in Electric Utility distribution sales volumes is primarily attributable to colder weather during the 2025 three-month period.

Current wording

Temperatures in Gas Utility’s service territories during the 2025 three-month period were 8.9% warmer than normal and 24.9% colder than the prior-year period. Notwithstanding the colder weather, Gas Utility core market volumes was comparable to the prior-year period. Total Gas Utility volume increased 5% during the 2025 three-month period, mainly reflecting an increase in large firm delivery service volumes. The decrease in Electric Utility distribution sales volumes is primarily attributable to colder weather in the Electric Utility’s service territories.

Previous wording

Utilities revenues increased $127 million in the 2025 three-month period, primarily reflecting higher Gas Utility revenues ($122 million). The increase in Gas Utility revenues was largely attributable to the higher core market volumes and higher off-system sales, partially offset by the effects of the weather normalization adjustments. The increase in Electric Utility revenues ($5 million) in the 2025 three-month period is principally attributable to the higher sales volumes and higher DS rates.

Current wording

Utilities revenues increased $30 million during the 2025 three-month period, reflecting higher Gas Utility revenues. The increase in Gas Utility revenues was largely attributable to the higher PGC rates reflecting higher natural gas costs and higher off-system sales. Electric Utility revenues were comparable to the prior-year period as higher DS rates were substantially offset by the lower sales volumes.

Previous wording

Utilities cost of sales increased $88 million in the 2025 six-month period, primarily reflecting higher Gas Utility cost of sales ($84 million). The increase in Gas Utility cost of sales was largely attributable to the higher core market volumes and higher cost of sales associated with off-system sales. The increase in Electric Utility cost of sales ($4 million) is principally attributable to the higher sales volumes and higher DS rates.

Current wording

Utilities cost of sales increased $26 million during the 2025 three-month period, reflecting higher Gas Utility cost of sales. The increase in Gas Utility cost of sales was largely attributable to the higher PGC rates and higher cost of sales associated with off-system sales. Electric Utility cost of sales was comparable to the prior-year period as higher DS rates were substantially offset by the lower sales volumes.

Previous wording

Utilities operating income and earnings before interest expense and income taxes each increased $15 million during the 2025 three-month period. These increases largely reflect the increase in total margin ($22 million), partially offset by higher operating and administrative expenses ($6 million) and higher depreciation expense ($3 million). The higher operating and administrative expenses reflect, among other things, higher maintenance expense and slightly higher uncollectible accounts expenses. The higher depreciation expense compared to the prior-year period reflects the effects of continued distribution system capital expenditure activity.

Current wording

Utilities operating income and earnings before interest expense and income taxes decreased $8 million and $9 million, respectively, during the 2025 three-month period. These decreases largely reflect higher operating and administrative expenses ($10 million) and higher depreciation expense ($2 million), partially offset by the increase in total margin ($4 million). The higher operating and administrative expenses reflect, among other things, higher personnel expenses and slightly higher maintenance expense. The higher depreciation expense compared to the prior-year period reflects the effects of continued distribution system capital expenditure activity.

Previous wording

Average temperatures across Midstream & Marketing’s energy marketing territory during the 2025 three-month period were 2.5% colder than normal and 14.9% colder than the prior-year period.

Current wording

Average temperatures across Midstream & Marketing’s energy marketing territory during the 2025 three-month period were 5.4% warmer than normal and 22.4% colder than the prior-year period.

Previous wording

Midstream & Marketing revenues increased $104 million compared to the prior-year period, primarily reflecting higher revenues from natural gas marketing activities ($97 million), including the effects of capacity management activities, that were primarily impacted by the colder weather, and higher midstream revenues ($5 million), mainly from higher peaking revenues. These increases were partially offset by absence of revenues from UGID that was sold in September 2024 ($9 million).

Current wording

Midstream & Marketing revenues increased $25 million during the 2025 three-month period, primarily reflecting higher revenues from natural gas marketing activities ($32 million), including the effects of capacity management activities, that were primarily impacted by the colder weather, partially offset by the absence of revenues from UGID that was sold in September 2024 ($8 million).

Previous wording

Midstream & Marketing cost of sales increased $102 million compared to the prior-year period, primarily reflecting higher natural gas costs ($89 million) related to the previously mentioned natural gas marketing activities and higher midstream cost of sales ($10 million), mainly from higher peaking activities. These increases were partially offset by absence of cost of sales from UGID that was sold in September 2024 ($6 million).

Current wording

Midstream & Marketing cost of sales increased $34 million during the 2025 three-month period, primarily reflecting higher natural gas costs ($29 million) related to the previously mentioned natural gas marketing activities and higher midstream cost of sales ($2 million). These increases were partially offset by the absence of cost of sales from UGID that was sold in September 2024 ($3 million).

Previous wording

Midstream & Marketing total margin decreased $15 million compared to the prior-year period, primarily reflecting lower midstream margins ($15 million), mainly from lower natural gas gathering and processing activities, and absence of margins from UGID that was sold in September 2024 ($7 million). These increases were partially offset by higher total margin from natural gas marketing activities ($3 million) and higher margins from renewable energy ($2 million).

Current wording

Midstream & Marketing total margin decreased $9 million during the 2025 three-month period, primarily reflecting lower midstream margins ($7 million), mainly from lower natural gas gathering and processing activities, and the absence of margins from UGID that was sold in September 2024 ($5 million). These decreases were partially offset by higher total margin from natural gas marketing activities ($4 million).

Previous wording

Average temperatures during the 2025 three-month period were 2.2% warmer than normal and 10.4.% colder than the prior-year period. Notwithstanding the colder weather, total LPG retail gallons sold during the 2025 three-month period were 4% lower than the prior-year period, largely due to continued structural conservation and the absence of certain customers who previously converted from natural gas to LPG, substantially offset by the impact from the colder weather.

Current wording

Average temperatures during the 2025 three-month period were 20.8% warmer than normal and 15.5% warmer than the prior-year period. Total LPG retail gallons sold during the 2025 three-month period 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 impact from the warmer weather.

Previous wording

UGI International base-currency results are translated into USD based upon exchange rates experienced during the reporting periods. 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-USD translation rates were approximately $1.05 and $1.09, respectively, and the average unweighted British pound sterling-to-USD translation rates were approximately $1.26 and $1.27, respectively. Fluctuations in these foreign currency exchange rates can have a significant impact on the individual financial statement components discussed below. The Company uses forward foreign currency exchange contracts entered into over multi-year periods to reduce the volatility in earnings that may result from such changes in foreign currency exchange rates. These forward foreign currency exchange contracts resulted in realized net gains of $3 million and $6 million in the 2025 and 2024 three-month periods, respectively.

Current wording

UGI International base-currency results are translated into USD based upon exchange rates experienced during the reporting periods. 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-USD translation rates were approximately $1.13 and $1.08, respectively, and the average unweighted British pound sterling-to-USD translation rates were approximately $1.34 and $1.26, respectively. Fluctuations in these foreign currency exchange rates can have a significant impact on the individual financial statement components discussed below. The Company uses forward foreign currency exchange contracts entered into over multi-year periods to reduce the volatility in earnings that may result from such changes in foreign currency exchange rates. These forward foreign currency exchange contracts did not have a material impact on either of the three-month periods.

Previous wording

Average wholesale prices for propane and butane during the 2025 three-month period in northwest Europe were approximately 11.1% and 10.2% higher, respectively, compared with the prior-year period. UGI International revenues and cost of sales decreased $23 million and $20 million, respectively, during the 2025 three-month period compared to the prior-year period. The decrease in revenues principally reflects lower LPG volumes sold and the translation effects of the weaker foreign currencies (approximately $19 million), substantially offset by the effects of LPG price increases across Europe. The decrease in cost of sales principally reflects lower LPG volumes sold and the translation effects of the weaker foreign currencies (approximately $10 million), substantially offset by higher LPG product costs.

Current wording

Average wholesale prices for propane and butane during the 2025 three-month period in northwest Europe were approximately 14.7% and 14.5% lower, respectively, compared with the prior-year period. UGI International revenues decreased $18 million during the 2025 three-month period compared to the prior-year period. The decrease in revenues principally reflects lower LPG volumes sold, partially offset by the translation effects of the stronger foreign currencies (approximately $22 million). The cost of sales was comparable to the prior-year period as lower LPG volumes sold was substantially offset by the translation effects of the stronger foreign currencies (approximately $12 million) and, to a much lesser extent, slightly higher LPG product costs.

Previous wording

UGI International total margin decreased $3 million during the 2025 three-month period, primarily reflecting lower margin contributions from our LPG business. The lower margin contribution from our LPG business reflects lower LPG retail volumes sold and the translation effects of the weaker foreign currencies (approximately $9 million), substantially offset by the effects of higher average unit margins attributable to strong margin management efforts. Our energy marketing activities did not have a material impact on either of the three-month periods as the aforementioned exit of substantially all of UGI International’s energy marketing business was completed as of the end of the first quarter of Fiscal 2024.

Current wording

UGI International total margin decreased $19 million during the 2025 three-month period, primarily reflecting lower margin contributions from our LPG business and, to a lesser extent, from our energy marketing activities. The lower margin contribution from our LPG business reflects the lower LPG retail volumes sold and, to a lesser extent, the effects of lower average unit margins, partially offset by the translation effects of the stronger foreign currencies (approximately $10 million). The lower margin from our energy marketing activities reflects the aforementioned exit of substantially all of UGI International’s energy marketing business that was completed as of the end of the first quarter of Fiscal 2024.

Previous wording

UGI International operating income and earnings before interest expense and income taxes increased $15 million and $12 million, respectively, during the 2025 three-month period. The increase in operating income principally reflects lower operating and administrative expenses ($13 million) and slightly higher other operating income, partially offset by the $3 million decrease in total margin. The lower operating and administrative expenses in the 2025 three-month period primarily reflects lower personnel and maintenance expenses, lower distribution expenses due to lower retail volumes sold and the translation effects of the weaker foreign currencies (approximately $6 million), partially offset by the effects of inflationary increases. The increase in earnings before interest expense and income taxes in the 2025 three-month period largely reflects the $15 million increase in operating income, partially offset by lower realized gains on foreign currency exchange contracts entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates ($3 million).

Current wording

UGI International operating income and earnings before interest expense and income taxes each decreased $14 million during the 2025 three-month period. The decrease in operating income principally reflects the $19 million decrease in total margin and slightly higher depreciation and amortization expenses ($2 million), partially offset by lower operating and administrative expenses ($9 million). The lower operating and administrative expenses in the 2025 three-month period primarily reflects lower personnel expenses and lower distribution expenses due to lower retail volumes sold, partially offset by the translation effects of the stronger foreign currencies (approximately $8 million) and the effects of inflationary increases. The decrease in earnings before interest expense and income taxes in the 2025 three-month period largely reflects the $14 million decrease in operating income.

Previous wording

Average temperatures during the 2025 three-month period were 2.8% colder than normal and 10.5% colder than the prior-year period. Total retail gallons sold increased 3% during the 2025 three-month period primarily due to the impact from the colder weather, partially offset by continuing customer attrition.

Current wording

Average temperatures during the 2025 three-month period were 0.1% warmer than normal and 5.2% colder than the prior-year period. Total retail gallons sold decreased 3% during the 2025 three-month period primarily due to continuing customer attribution, largely offset by the impact from the colder weather.

Previous wording

Average daily wholesale propane commodity prices during the 2025 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 7% higher than such prices during the 2024 three-month period. Total revenues increased $53 million during the 2025 three-month period largely reflecting the effects of higher average retail propane selling prices ($30 million), higher retail volumes sold ($21 million) and higher wholesale revenues ($6 million), partially offset by lower fee income ($4 million).

Current wording

Average daily wholesale propane commodity prices during the 2025 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 5% higher than such prices during the 2024 three-month period. Total revenues decreased $11 million during the 2025 three-month period largely reflecting lower retail volumes sold ($10 million), lower wholesale revenues ($8 million) and lower fee income ($3 million), partially offset by the effects of higher average retail propane selling prices ($10 million).

Previous wording

Total cost of sales increased $40 million during the 2025 three-month period largely reflecting the higher retail propane product costs ($22 million), the higher volumes sold ($10 million) and the higher wholesale cost of sales ($8 million).

Current wording

Total cost of sales decreased $10 million during the 2025 three-month period largely reflecting lower wholesale cost of sales ($7 million) and the lower retail volumes sold ($5 million), partially offset by higher retail propane product costs ($4 million).

Previous wording

Operating income and earnings before interest expense and income taxes each increased $16 million during the 2025 three-month period, primarily reflecting the increase in total margin ($13 million) and higher gains on asset sales ($4 million). Operating and administrative expenses were comparable to the prior-year period as lower compensation expenses were substantially offset by higher general insurance expenses.

Current wording

Operating loss and loss before interest expense and income taxes each was comparable to the prior-year period as slightly lower total margin was partially offset by slightly higher gains on asset sales. Operating and administrative expenses were comparable to the prior-year period as slightly lower vehicle expenses were substantially offset by slightly higher compensation expenses.

Previous wording

Our consolidated interest expense during the 2025 six-month period was $204 million compared to $200 million during the 2024 six-month period. The slight increase in interest expense reflects the effects of higher average long-term debt outstanding at Utilities and UGI Corporation, substantially offset by lower interest expense from lower average long-term debt outstanding at AmeriGas Propane and lower average credit agreement borrowings during the 2025 six-month period.

Current wording

Our consolidated interest expense during the 2025 three-month period was $101 million compared to $96 million during the 2024 three-month period. The slight increase in interest expense reflects the effects of higher average long-term debt outstanding at Utilities and UGI Corporation and higher average credit agreement borrowings at UGI International, substantially offset by lower average long-term debt outstanding at AmeriGas Propane during the 2025 three-month period.

Previous wording

(a)Total margin represents revenues less cost of sales and revenue-related taxes (i.e., gross receipts and business and occupation taxes) of $10 million and $9 million during the 2025 and 2024 three-month periods, respectively. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from operating and administrative expenses presented above).

Current wording

(a)Total margin represents revenues less cost of sales and revenue-related taxes (i.e., gross receipts and business and occupation taxes) of $21 million and $20 million during the 2025 and 2024 nine-month periods, respectively. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from operating and administrative expenses presented above).

Previous wording

Temperatures in Gas Utility’s service territories during the 2025 six-month period were 1.1% warmer than normal and 10.1% colder than the prior-year period. Gas Utility core market volumes increased 12% during the 2025 six-month period, principally reflecting the impact from the colder weather compared to the prior-year period. Total Gas Utility volume was comparable to the prior year period, notwithstanding the increase in core market volumes, primarily reflecting lower large firm delivery service volumes. The increase in Electric Utility distribution sales volumes is primarily attributable to colder weather during the 2025 six-month period.

Current wording

Temperatures in Gas Utility’s service territories during the 2025 nine-month period were 1.9% warmer than normal and 11.5% colder than the prior-year period. Gas Utility core market volumes increased 10% during the 2025 nine-month period, principally reflecting the impact from the colder weather compared to the prior-year period. Total Gas Utility volume increased 2% during the 2025 nine-month period, reflecting the increase in core market volumes that was partially offset by lower large firm delivery service volumes. The increase in Electric Utility distribution sales volumes is primarily attributable to colder weather during the 2025 nine-month period.

Previous wording

Utilities revenues increased $119 million in the 2025 six-month period, primarily reflecting higher Gas Utility revenues ($114 million). The increase in Gas Utility revenues was largely attributable to the higher core market volumes, the increase in the base rate for WV Gas Utility effective January 1, 2024 and higher off-system sales. These increases were partially offset by the effects of the weather normalization adjustments. The increase in Electric Utility revenues ($5 million) in the 2025 six-month period is principally attributable to the higher sales volumes and higher DS rates.

Current wording

Utilities revenues increased $149 million during the 2025 nine-month period, primarily reflecting higher Gas Utility revenues ($144 million). The increase in Gas Utility revenues was largely attributable to the higher core market volumes, higher off-system sales and the increase in the WV Gas Utility base rate, effective January 1, 2024. These increases were partially offset by the effects of the weather normalization adjustments. The increase in Electric Utility revenues ($5 million) in the 2025 nine-month period is principally attributable to the higher DS rates and higher volumes.

Previous wording

Utilities cost of sales increased $105 million in the 2025 three-month period, primarily reflecting higher Gas Utility cost of sales ($100 million). The increase in Gas Utility cost of sales was largely attributable to the higher core market volumes and higher cost of sales associated with off-system sales. The increase in Electric Utility cost of sales ($5 million) is principally attributable to the higher sales volumes and higher DS rates.

Current wording

Utilities cost of sales increased $114 million during the 2025 nine-month period, primarily reflecting higher Gas Utility cost of sales ($108 million). The increase in Gas Utility cost of sales was largely attributable to the higher core market volumes and higher cost of sales associated with off-system sales. The increase in Electric Utility cost of sales ($6 million) is principally attributable to the higher DS rates and higher sales volumes.

Previous wording

Utilities total margin increased $31 million during the 2025 six-month period, reflecting higher Gas Utility total margin. The increase in Gas Utility total margin mainly reflects the higher core market volumes and the increase in the base rate for WV Gas Utility effective January 1, 2024, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.

Current wording

Utilities total margin increased $35 million during the 2025 nine-month period, reflecting higher Gas Utility total margin. The increase in Gas Utility total margin mainly reflects the higher core market volumes and the increase in the WV Gas Utility base rate, effective January 1, 2024, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.

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Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

See Note 5 to Condensed Consolidated Financial Statements for additional information.

Current report — wording carried from elsewhere

Except as noted, the Company does not have any senior notes or term loans maturing in the next twelve months. UGI and its subsidiaries were in compliance with all of its debt covenants as of June 30, 2025

Current report — wording carried from elsewhere

Cash flow used by financing activities was $505 million in the 2025 nine-month period compared to $608 million in the 2024 nine-month period. The 2025 nine-month period includes, among other things, (a) the issuance by UGI Utilities of $50 million and $125 million principal amount of senior notes (b) entering into the UGI Corporation 2025 Credit Agreement consisting of
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Utilities total margin increased $22 million during the 2025 three-month period, reflecting higher Gas Utility total margin ($22 million). The increase in Gas Utility total margin mainly reflects the higher core market volumes, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.

Previous report — wording carried elsewhere

Midstream & Marketing operating income and earnings before interest expense and income taxes during the 2025 three-month period were comparable to the prior-year period as slightly higher total margin was substantially offset by slightly higher operating and administrative expenses.