UGI CORP /PA/
For the period ended Sep 30, 2025. Filed Nov 21, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Nov 21, 2025
UGI$37.04-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-09-30; filed 2024-11-26.
0000884614-24-000086
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-09-30; filed 2025-11-21.
0000884614-25-000053
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 200 previous paragraphs and 185 current paragraphs.
80 unchanged; 75 reworded; 27 added; 41 removed; 4 previous and 3 current paragraphs rearranged.
Tables are not compared: 14 previous and 14 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 (27)
Current report
Global LPG Business Transactions
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 October 2025, UGI International, through a wholly-owned subsidiary, entered into a definitive agreement to divest its LPG distribution business located in Austria. The Company expects to recognize a gain upon closing, which is expected in the first quarter of Fiscal 2026.
Current report
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, the Company recorded a pre-tax loss of $50 million in Fiscal 2025.
Current report
In June 2025, UGI International, through a wholly-owned subsidiary, entered into a definitive agreement to divest its 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 September 30, 2025. During 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 sale was completed in October 2025.
Current report
AmeriGas Propane. In September 2025, AmeriGas OLP completed the sale of its propane business located in Hawaii. The transaction included the sale of approximately 750,000 gallons of propane storage facilities and multiple delivery fleet assets. In conjunction with the sale, the Company recorded a pre-tax gain of $17 million in Fiscal 2025.
Current report
Net income attributable to UGI Corporation in Fiscal 2025 also includes (1) a $38 million net loss on disposals of certain non-core assets from our global LPG business, reflecting a $51 million loss at UGI International and a $13 million gain at AmeriGas Propane; (2) $10 million income tax benefits associated with the release of valuation allowance on certain deferred tax assets at AmeriGas Propane; and (3) a loss on extinguishments of debt of $8 million, primarily at AmeriGas Propane.
Current report
Utilities adjusted net income in Fiscal 2025 was comparable to the prior year as higher total margin due in large part to higher core market volumes was substantially offset by higher operating and administrative expenses.
Current report
AmeriGas Propane’s adjusted net income increased $59 million in Fiscal 2025 compared to the prior year, principally reflecting lower income tax expenses and, to a lesser extent, higher total margin, primarily attributable to higher average retail propane unit margins, and lower operating and administrative expenses.
Current report
Revenues increased $163 million during Fiscal 2025, reflecting higher Gas Utility revenues ($154 million) and higher Electric Utility revenues ($9 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 rates, effective January 1, 2024. These increases were partially offset by the effects of the weather normalization adjustments. The increase in Electric Utility revenues is principally attributable to higher DS rates and higher volumes.
Current report
Revenues increased $114 million during Fiscal 2025, primarily reflecting higher revenues from natural gas marketing activities ($115 million) that were primarily impacted by the colder weather, and higher revenues from renewable energy ($12 million). These increases were partially offset by the absence of revenues from UGID that was sold in September 2024 ($35 million).
Current report
Cost of sales increased $125 million during Fiscal 2025, primarily reflecting higher natural gas costs ($95 million) related to the previously mentioned natural gas marketing activities, higher midstream cost of sales ($16 million), mainly from higher peaking activities, and higher cost of sales from renewable energy ($9 million). These increases were partially offset by the absence of cost of sales from UGID that was sold in September 2024 ($19 million).
Current report
Operating income during Fiscal 2025 decreased $13 million, largely attributable to the lower total margin ($11 million) and, to a lesser extent, slightly higher operating and administrative expenses ($4 million).
Current report
Earnings before interest expense and income taxes during Fiscal 2025 decreased $20 million, principally reflecting the lower operating income ($13 million) and, to a lesser extent, lower income from equity investees ($4 million).
Current report
Operating income decreased $6 million during Fiscal 2025. The decrease reflects the lower total margin ($38 millions) and, to a much lesser extent, higher depreciation and amortization expenses ($4 million), largely offset by lower operating and administrative expenses ($35 million). The lower operating and administrative expenses during Fiscal 2025 primarily reflect (1) lower personnel expenses, (2) lower distribution and maintenance expenses in our LPG business, (3) lower uncollectible accounts expense, and (4) a decline in energy marketing-related operating expenses. These decreases were partially offset by the effects of inflationary increases and the translation effects of the stronger foreign currencies (approximately $10 million).
Current report
Fiscal 2025, largely reflecting the effects of higher average retail propane selling prices ($46 million), partially offset by lower fee income ($16 million), lower wholesale revenues ($15 million) and the lower retail volumes sold ($10 million).
Current report
Total margin increased $10 million in Fiscal 2025, largely reflecting higher average retail propane unit margins ($30 million), partially offset by lower fee income ($12 million) and the lower retail propane volumes sold ($6 million).
Current report
Common Stock
Current report
(a) Represents the elimination of the intersegment loan between UGI International and AmeriGas Partners.
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, in November 2025, UGI Utilities issued $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. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. UGI Utilities used the net proceeds from the issuance of these senior notes to (1) repay the $100 million outstanding principal balance of the 1.59% Senior Notes, due June 2026 and $75 million outstanding principal balance of the 1.64% Senior Notes, due September 2026; (2) reduce short-term borrowings; and (3) for general corporate purposes.
Current report
In February 2025, UGI International borrowed $221 million under its revolving credit facility. The proceeds from these borrowings were subsequently used to fund an intercompany loan of $221 million to AmeriGas Partners. In March 2025, AmeriGas Partners and AmeriGas Finance Corp, using the cash on hand from borrowings under the intercompany loan, redeemed all of the $218 million outstanding aggregate principal balance of the 5.50% Senior Notes due May 2025, plus accrued and unpaid interest. As of September 30, 2025, borrowings outstanding on the intercompany loan, due January 2027, were $200 million and subsequent to September 30, 2025, the Partnership repaid $35 million of such borrowings.
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
(c)Borrowings outstanding have been classified as “Long-term debt” on the Consolidated Balance Sheets.
Current report
N.A. - Not applicable
Current report
Cash flow from financing activities in Fiscal 2025 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 and corresponding repayment of the borrowings outstanding under the UGI Corporation Credit Facility Agreement, (c) the repayment by AmeriGas Propane of the $218 million outstanding aggregate principal amount of the 5.50% Senior Notes, (d) the issuance by Mountaineer of $50 million and $20 million principal amount of senior notes, (e) the issuance by AmeriGas Propane of $550 million principal amount of senior notes, and (f) the repayment by AmeriGas Propane of the $664 million outstanding aggregate principal amount of the 5.875% Senior Notes.
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. An order from the WVPSC is expected in December, with new rates to be effective January 1, 2026.
Current report
On December 10, 2024, the NTSB staff presented its draft findings to the NTSB Board. On April 8, 2025, the NTSB released its final report concluding that a fracture in an R.M. Palmer steam pipe created elevated underground temperatures that caused thermal degradation of a UGI Utilities service tee, resulting in a natural gas leak, and recommended UGI Utilities inventory and address risks to plastic gas assets in high-temperature environments.
Removed paragraphs (41)
Previous report
Disposition of UGID
Previous report
In September 2024, Energy Services completed the sale of all of its ownership interest in UGID, which owns and operates the Hunlock Creek Energy Center located in Wilkes-Barre, PA, a 169-megawatt natural gas-fueled electricity generating station, for net cash proceeds of $43 million. In connection with the sale, the Company recorded a pre-tax loss of $66 million in Fiscal 2024.
Previous report
Impairment of Goodwill
Previous report
During the fourth quarter of Fiscal 2024, as part of its annual goodwill impairment assessment, the Company performed a quantitative assessment for its AmeriGas Propane reporting unit. In addition, during the third quarter of Fiscal 2023, the Company identified interim impairment indicators related to goodwill within the AmeriGas Propane reporting unit: (1) AmeriGas Partners issued $500 million of Senior Notes at an interest rate of 9.375%, which was significantly higher than the interest rates on the other AmeriGas Propane debt obligations; and (2) financial projections for the AmeriGas Propane reporting unit were reduced significantly compared to previous forecasts following declines in gross margins and customer retention and higher operating expenses. The Company concluded that these events constituted triggering events that indicate that the AmeriGas Propane goodwill may be impaired and, as such, performed an interim impairment test of its goodwill as of May 31, 2023.
Previous report
The performance of the AmeriGas Propane reporting unit and the potential for future developments in the global economic environment, including the prospect of higher interest rates, introduces a heightened risk for additional impairment in the AmeriGas Propane reporting unit. If there is continued deterioration in the results of operations, a portion or all of the remaining recorded goodwill for the AmeriGas Propane reporting unit, which was $1.2 billion as of September 30, 2024, could be subject to further impairment.
Previous report
UGI International Energy Marketing Transactions
Previous report
As of the end of the first quarter of Fiscal 2024, pursuant to its previously announced decision, the Company had exited substantially all of its European energy marketing business which primarily marketed natural gas and electricity to customers through third-party distribution systems in France, Belgium, the Netherlands and the United Kingdom.
Previous report
France. In October 2023, UGI International, through a wholly-owned subsidiary, sold substantially all of its energy marketing business located in France for a net cash payment to the buyer of $29 million. In conjunction with the sale, the Company recorded a pre-tax loss of $29 million in Fiscal 2024, which amount principally represents the net payment to the buyer. The carrying values of the assets and liabilities associated with this business, principally comprising certain commodity derivative instruments, energy certificates and certain working capital, were not material.
Previous report
Belgium. In September 2023, UGI International, through a wholly-owned subsidiary, sold its energy marketing business located in Belgium for a net cash payment to the buyer of $3 million. Pursuant to the sale agreement, the Company transferred to the buyer certain assets, principally comprising customer and energy broker contracts. In conjunction with the sale, the Company recorded a pre-tax loss of $6 million in Fiscal 2023, which includes the net payment to the buyer, the write-off of certain prepaid energy broker payments and associated transaction costs and fees.
Previous report
United Kingdom. In October 2022, UGI International, through a wholly-owned subsidiary, sold its natural gas marketing business located in the U.K. for a net cash payment to the buyer of $19 million. In conjunction with the sale, during the first quarter of Fiscal 2023, the Company recorded a pre-tax loss of $215 million substantially all of which was due to the non-cash transfer of commodity derivative instruments associated with the business.
Previous report
Netherlands. In September 2023, a substantial number of DVEP’s customers agreed to modify their energy marketing contracts whereby the Company would continue to provide the delivery of electricity and natural gas at fixed prices through December 31, 2023, with the Company’s obligations to provide future services terminated effective January 1, 2024. As consideration for the early termination of such contracts, the Company agreed to make cash payments to the customers equal to the fair values of specific commodity derivative instruments associated with periods after December 31, 2023. During the first quarter of Fiscal 2024, the Company settled the commodity derivative instruments for a gain of $46 million, which represented the fair value of the specific commodity derivative instruments associated with periods after December 31, 2023 and reduced its revenues from these customers by $42 million, which represented the pro-rated performance obligation from October 1, 2023 through December 31, 2023.
Previous report
In conjunction with the wind-down of its European energy marketing business, in December 2023, DVEP completed a sale of a substantial portion of its power purchase agreements to a third party for a total consideration to the buyer of $5 million. In conjunction with the sale, the Company recorded a pre-tax loss of $5 million.
Previous report
During the first quarter of Fiscal 2023, the Company recorded a $19 million pre-tax impairment charge to reduce the carrying values of certain assets associated with its energy marketing business in the Netherlands, comprising property, plant and equipment and intangible assets.
Previous report
(c)The loss per share for Fiscal 2023, was determined excluding the effect of 6.13 million dilutive shares as the impact of such shares would have been antidilutive due to the net loss for the period, while the adjusted earnings per share for Fiscal 2023, was determined based upon fully diluted shares of 215.94 million.
Previous report
Net loss attributable to UGI Corporation in Fiscal 2023 also includes (1) a $660 million loss associated with impairment of AmeriGas Propane goodwill; (2) $181 million of costs associated with the exit of our UGI International energy marketing business in Europe, principally reflecting loss on the sale of the energy marketing business located in the U.K. and Belgium and wind-down activities in the Netherlands; (3) external advisory fees of $18 million associated with AmeriGas operations enhancement for growth project; (4) a $10 million net gain on sale of UGI Corporation’s headquarters building; (5) loss on extinguishments of debt of $7 million at AmeriGas Propane; and (6) business transformation expenses of $7 million associated with corporate support functions.
Previous report
Utilities adjusted net income increased $18 million in Fiscal 2024 compared to the prior year. The increase was largely attributable to higher total margin due in large part to increases in base rates at PA Gas Utility, Mountaineer and Electric Utility during Fiscal 2024, increases in DSIC revenues and impacts from customer growth.
Previous report
AmeriGas Propane’s adjusted net (loss) income was $(23) million and $71 million in Fiscal 2024 and Fiscal 2023, respectively, principally reflecting lower total margin, primarily attributable to lower retail propane volumes sold, partially offset by lower operating and administrative expenses in Fiscal 2024.
Previous report
Revenues decreased $256 million in Fiscal 2024 reflecting a $260 million decrease in Gas Utility revenues, partially offset by a $4 million increase in Electric Utility revenues. The decrease in Gas Utility revenues was largely attributable to lower PGC and PGA rates reflecting lower natural gas costs and, to a lesser extent, the lower core market volumes and lower off-system sales. These decreases were partially offset by the effects of increases in base rates for PA Gas Utility (effective October 1, 2023) and Mountaineer (effective January 1, 2024), increases in DSIC revenues and the effects of the weather normalization adjustments for PA Gas Utility (effective November 1, 2022). Electric Utility revenues slightly increased during Fiscal 2024, largely reflecting higher base rates and sales volumes, partially offset by lower DS rates.
Previous report
Revenues decreased $478 million during Fiscal 2024, primarily reflecting lower revenues from natural gas marketing activities ($453 million) that were principally impacted by lower natural gas prices and lower volumes resulting from the warmer weather, partially offset by higher capacity management activities. The decrease also reflects, to a much lesser extent, lower revenues from renewable energy ($22 million).
Previous report
Cost of sales decreased $496 million during Fiscal 2024, primarily reflecting lower natural gas costs ($488 million) related to the previously mentioned natural gas marketing activities and, to a much lesser extent, lower cost of sales related to renewable energy ($14 million).
Previous report
Operating income and earnings before interest expense and income taxes during Fiscal 2024 increased $16 million and $22 million, respectively. The increase in operating income is largely attributable to the higher total margin ($18 million) and lower operating and administrative expenses ($8 million), partially offset by lower other operating income ($10 million). The lower operating and administrative expenses during Fiscal 2024 primarily reflects lower salary and benefits expenses and maintenance expenses. The increase in earnings before interest expense and income taxes principally reflects the higher operating income ($16 million) and, to a lesser extent, higher income from equity investees ($5 million).
Previous report
Total margin decreased $119 million in Fiscal 2024, substantially all of which was attributable to the lower retail propane volumes sold.
Previous report
Common and Preferred Stock
Previous report
Equity Units
Previous report
Pursuant to the terms of the Equity Units issued in Fiscal 2021, in May 2024, the Company announced the unsuccessful final remarketing of its Convertible Preferred Stock. As a result, each holder of an Equity Unit received 2.2973 shares of UGI common stock, without par value, with cash paid in lieu of any fractional shares. During the third quarter of Fiscal 2024, the Company (i) made the final contract adjustment payment to settle the 2024 Purchase Contract in full; (ii) canceled the Convertible Preferred Stock; and (iii) in a non-cash transaction, converted the Equity Units into 5,054,030 shares of UGI Common Stock and issued the shares to the holders of the Equity Units under the 2024 Purchase Contract.
Previous report
Mountaineer 2023 Credit Agreement. In April 2024, Mountaineer entered into the fourth amendment to the Mountaineer 2023 Credit Agreement, which extends the maturity date of the agreement from November 2024 to December 2025.
Previous report
Midstream & Marketing
Previous report
Energy Services Term Loan Credit Agreement. In June 2024, Energy Services entered into the second amendment to the Energy Services Term Loan Credit Agreement. The Energy Services Term Loan Credit Agreement was amended primarily to amend the applicable margins on borrowings to 2.50% per annum for Term SOFR loans and 1.50% per annum for base rate loans.
Previous report
Energy Services Credit Agreement. In May 2024, Energy Services entered into the fourth amendment to the Energy Services Credit Agreement. The amended credit agreement provides for borrowings up to $300 million, including a $50 million sublimit for letters of credit. Borrowings under the credit agreement can be used for general corporate purposes and ongoing working capital needs of Energy Services and is scheduled to expire in May 2028.
Previous report
UGI International 2023 Credit Agreement. In June 2024, UGI International, LLC and its indirect wholly-owned subsidiary, UGI International Holdings B.V., entered into the first amendment to the UGI International 2023 Credit Agreement, which provides for the establishment and incorporation of specific key performance indicators with respect to Environmental, Social and Governance targets, whereby based on UGI International, LLC’s performance against the key performance indicators, certain adjustments of up to 0.05% in total to the applicable margin may be made.
Previous report
AmeriGas Senior Secured Revolving Credit Facility. In August 2024, AmeriGas OLP entered into the AmeriGas Senior Secured Revolving Credit Facility, a five-year senior secured revolving credit facility maturing August 2029, providing for commitments up to $200 million (including a $20 million sublimit for letters of credit), subject to the terms and conditions of the agreement. Borrowings under this credit facility were used to pay off borrowings under the 2022 AmeriGas OLP Credit Agreement and are available for general corporate purposes and ongoing working capital needs of AmeriGas OLP. Borrowings under this credit agreement are secured by certain assets of AmeriGas OLP, including, but not limited to, accounts receivables and inventory, and are guaranteed by any material subsidiaries of AmeriGas OLP. In addition, this credit facility requires AmeriGas OLP to abide by certain financial covenants from time to time including a minimum fixed charge coverage ratio and a senior notes liquidity covenant, each as defined in the agreement. Concurrently with entering into AmeriGas Senior Secured Revolving Credit Facility, AmeriGas OLP terminated the 2022 AmeriGas OLP Credit Agreement.
Previous report
In March 2024, AmeriGas Partners and AmeriGas Finance Corp entered into separate, privately negotiated repurchase agreements with a limited number of holders of the outstanding senior notes and repurchased $38 million aggregate principal amount of the senior notes.
Previous report
UGI Corporation Credit Facility Agreement. In April 2024, UGI entered into the fourth amendment to the UGI Corporation Credit Facility Agreement which, among other things, extended the maturity date of substantially all of the borrowings under the UGI Corporation Credit Facility Agreement to August 29, 2025. Amounts outstanding under the amended agreement were repaid early in October 2025 with proceeds from the UGI Corporation 2025 Credit Agreement and the agreement was terminated.
Previous report
Upon conversion, the Company will pay cash up to the aggregate principal amount of the UGI Corporation Senior notes. For the remainder of the amount in excess of the aggregate principal amount, if applicable, the Company will have the sole right to elect the settlement method upon conversion which can be either entirely in cash or in a combination of cash and shares of its common stock. The default settlement method as defined in the agreement is combination settlement with a specified dollar amount of $1,000 per $1,000 principal of the UGI Corporation Senior Notes, and any incremental value settled in shares of the Company’s common stock. The initial conversion rate is 36.2319 shares of the Company’s common stock per $1,000 principal amount of the UGI Corporation Senior Notes, which represents an initial conversion price of approximately $27.60 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
Previous report
The Company may not redeem the UGI Corporation Senior Notes at its option before maturity.
Previous report
Subsequent Events
Previous report
(c)This facility was paid in full and terminated in October 2024, concurrent with entering into the UGI Corporation 2025 Credit Agreement in October 2024. See “Subsequent Events” above and Note 6 to Consolidated Financial Statements for additional information. At September 30, 2024, Borrowings outstanding under this facility have been classified as “Long-term debt” on the Consolidated Balance Sheets.
Previous report
On July 29, 2022, Mountaineer submitted its 2022 IREP filing to the WVPSC requesting recovery of costs associated with capital investments totaling $354 million over the 2023 - 2027 period, including $64 million in calendar year 2023. On November 16, 2022, Mountaineer and the intervening parties submitted a joint stipulation and agreement for settlement to the WVPSC requesting approval of 2023 IREP revenue of $22 million to be charged effective January 1, 2023, which includes the recovery of a $1 million under-recovery of 2021 IREP revenue. On December 21, 2022, the WVPSC issued an order approving the joint stipulation and agreement for settlement as filed.
Previous report
Prior to the Fiscal 2024 disposition of the Company’s ownership interest in UGID, Midstream & Marketing had entered into fixed-price sales agreements for a portion of the electricity expected to be generated by its electric generation assets. In the event that these generation assets would not be able to produce all of the electricity needed to supply electricity under these agreements, Midstream & Marketing would be required to purchase electricity on the spot market or under contract with other electricity suppliers. Accordingly, increases in the cost of replacement power could negatively impact Midstream & Marketing’s results. See Note 5 to Consolidated Financial Statements for additional information on the sale of UGID.
Previous report
During the fourth quarter of Fiscal 2024, as part of its annual goodwill impairment assessment, the Company performed a quantitative assessment for its AmeriGas Propane reporting unit. In addition, during the third quarter of Fiscal 2023, the Company identified interim impairment indicators related to goodwill within the AmeriGas Propane reporting unit: (1) AmeriGas Partners issued $500 million of Senior Notes at an interest rate of 9.375%, which was significantly higher than the interest rates on the other AmeriGas Propane debt obligations; and (2) financial projections for the AmeriGas Propane reporting unit were reduced significantly compared to previous forecasts following declines in gross margins and customer retention and higher operating expenses. The Company concluded that these events constituted triggering events that indicate that the AmeriGas Propane goodwill may be impaired and, as such, performed an interim impairment test of its goodwill as of May 31, 2023.
Showing the first 40 of 41 passages. Open the source sections for the rest.
Reworded paragraphs (75)
Previous 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 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 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:
Previous wording
Net income (loss) attributable to UGI Corporation was $269 million (equal to $1.25 per diluted share) and $(1,502) million (equal to $(7.16) per diluted share) in Fiscal 2024 and Fiscal 2023, respectively. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $38 million and $(1,252) million in Fiscal 2024 and Fiscal 2023, respectively. The higher net gains from changes in these derivative instruments during Fiscal 2024, principally reflects significantly less volatility in commodity energy prices in Europe following unprecedented volatility in such prices during Fiscal 2023 and the effects of significantly lower energy marketing activities in Europe resulting from the exit of substantially all of UGI International’s energy marketing business.
Current wording
Net income attributable to UGI Corporation was $678 million (equal to $3.09 per diluted share) and $269 million (equal to $1.25 per diluted share) in Fiscal 2025 and Fiscal 2024, respectively. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $(14) million and $38 million in Fiscal 2025 and Fiscal 2024, respectively.
Previous wording
Adjusted net income attributable to UGI Corporation was $658 million (equal to $3.06 per diluted share) and $613 million (equal to $2.84 per diluted share) in Fiscal 2024 and Fiscal 2023, respectively. The increase in adjusted net income attributable to UGI Corporation during Fiscal 2024 reflects higher earnings contributions primarily from our UGI International and Midstream & Marketing segments and, to a lesser extent, our Utilities segment. Such increase was partially offset by lower earnings contributions from our AmeriGas Propane segment. In Fiscal 2024, temperatures in all of our business segments were warmer than the prior year.
Current wording
Adjusted net income attributable to UGI Corporation was $728 million (equal to $3.32 per diluted share) and $658 million (equal to $3.06 per diluted share) in Fiscal 2025 and Fiscal 2024, respectively. The increase in adjusted net income attributable to UGI Corporation during Fiscal 2025 reflects higher earnings contributions primarily from our AmeriGas Propane and Midstream & Marketing segments, partially offset by lower earnings contributions from our UGI International segment. In Fiscal 2025, temperatures in all of our business segments were colder than the prior year.
Previous wording
Midstream & Marketing adjusted net income increased $45 million in Fiscal 2024 compared to the prior year. The increase is primarily attributable to higher total margin from capacity management activities and lower income taxes reflecting higher investment tax credits in Fiscal 2024.
Current wording
Midstream & Marketing adjusted net income increased $31 million in Fiscal 2025 compared to the prior year. The increase is primarily attributable to lower income tax expenses, reflecting higher investment tax credits in Fiscal 2025, partially offset by lower total margin.
Previous wording
UGI International’s adjusted net income increased $90 million in Fiscal 2024 compared to the prior year. The increase is mainly attributable to (1) higher margin contributions from our LPG business, principally reflecting the benefit from higher average unit margins attributable to strong margin management efforts; (2) lower operating and administrative expenses; and (3) lower income taxes primarily due to higher income tax benefits associated with interest deduction carryforwards.
Current wording
UGI International’s adjusted net income decreased $20 million in Fiscal 2025 compared to the prior year. The decrease is mainly attributable to higher income tax expenses and lower margin contributions primarily from our LPG business, reflecting lower LPG retail volumes sold, partially offset by lower operating and administrative expenses.
Previous wording
Temperatures in Gas Utility’s service territories during Fiscal 2024 were 16.0% warmer than normal and 4.5% warmer than the prior year. The decrease in Gas Utility core market volumes during Fiscal 2024 is largely related to the warmer weather, partially offset by growth in the core market customers. Notwithstanding the decrease in core market volume, total Gas Utility volume slightly increased during Fiscal 2024, primarily reflecting higher large firm delivery service volumes. The increase in Electric Utility distribution sales volumes during Fiscal 2024 is primarily attributable to customer growth.
Current wording
Temperatures in Gas Utility’s service territories during Fiscal 2025 were 2.4% warmer than normal and 11.3% colder than the prior year. Gas Utility core market volumes increased 10% during Fiscal 2025, principally reflecting the impact from the colder weather. Total Gas Utility volume was comparable to the prior-year period as the increase in core market volumes was substantially offset by lower large firm delivery service volumes. The increase in Electric Utility distribution sales volumes during Fiscal 2025 is primarily attributable to warmer weather during the cooling season in the fourth quarter of Fiscal 2025.
Previous wording
Cost of sales was $674 million in Fiscal 2024 compared with $977 million in Fiscal 2023. The decrease of $303 million is primarily attributable to Gas Utility ($295 million) mainly reflecting lower PGC and PGA rates, the lower core market volumes and, to a lesser extent, lower cost of sales associated with off-system sales. Electric Utility cost of sales decreased $8 million in Fiscal 2024, largely reflecting the lower DS rates, partially offset by higher sales volumes.
Current wording
Cost of sales increased $124 million during Fiscal 2025, reflecting higher Gas Utility cost of sales ($116 million) and higher Electric Utility cost of sales ($8 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 is principally attributable to higher DS rates and higher sales volumes.
Previous wording
Total margin increased $47 million during Fiscal 2024, primarily attributable to higher Gas Utility total margin ($35 million), notwithstanding the warmer weather, mainly reflecting the effects of increases in base rates for PA Gas Utility (effective October 1, 2023) and Mountaineer (effective January 1, 2024), the increases in DSIC revenues, the impacts from growth in the core market customers and the effects of the weather normalization adjustments for PA Gas Utility (effective November 1, 2022) . Electric Utility margin increased $12 million during Fiscal 2024, mainly reflecting the increase in base rates effective October 1, 2023 and the higher sales volumes.
Current wording
Total margin increased $39 million during Fiscal 2025, substantially attributable to higher Gas Utility total margin ($38 million). The increase in Gas Utility total margin mainly reflects the higher core market volumes and the increase in the WV Gas Utility base rates, effective January 1, 2024, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.
Previous wording
Operating income and earnings before interest expense and income taxes increased $37 million and $35 million, respectively, during Fiscal 2024. These increases largely reflect the previously mentioned increase in total margin ($47 million) and, to a lesser extent, lower operating and administrative expenses ($5 million), partially offset by higher depreciation expense ($14 million). The lower operating and administrative expenses primarily reflects lower uncollectible accounts expenses. The higher depreciation expense compared to the prior year reflects the effects of continued distribution system capital expenditure activity.
Current wording
Operating income and earnings before interest expense and income taxes each increased $3 million during Fiscal 2025. The increase largely reflects the increase in total margin ($39 million) substantially offset by higher operating and administrative expenses ($25 million) and higher depreciation expense ($12 million). The higher operating and administrative expenses reflect, among other things, higher personnel expenses, higher general insurance costs and higher maintenance expenses. The higher depreciation expense compared to the prior year reflects the effects of continued distribution system capital expenditure activity.
Previous wording
Average temperatures across Midstream & Marketing’s energy marketing territory during Fiscal 2024 were 13.3% warmer than normal and 4.9% warmer than the prior year.
Current wording
Average temperatures across Midstream & Marketing’s energy marketing territory during Fiscal 2025 were 0.4% warmer than normal and 12.2% colder than the prior year.
Previous wording
Midstream & Marketing total margin increased $18 million in Fiscal 2024, primarily reflecting higher margins from capacity management activities ($31 million), partially offset by lower total margin from renewable energy ($8 million) and lower natural gas gathering and processing activities ($7 million).
Current wording
Midstream & Marketing total margin decreased $11 million during Fiscal 2025, primarily reflecting lower midstream margins ($22 million), mainly from lower natural gas gathering and processing activities, and the absence of margins from UGID that was sold in September 2024 ($16 million). These decreases were partially offset by higher total margin from natural gas marketing activities ($20 million).
Previous wording
Average temperatures during Fiscal 2024 were 11.8% warmer than normal and 2.2% warmer than Fiscal 2023. Notwithstanding the warmer weather, total LPG retail gallons sold during Fiscal 2024 was comparable to Fiscal 2023 as the impacts from warmer weather and lower cylinder volumes were substantially offset by growth from natural gas conversions to LPG and higher auto gas volumes sold.
Current wording
Average temperatures during Fiscal 2025 were 3.3% warmer than normal and 5.0% colder than Fiscal 2024. Notwithstanding the colder weather, total LPG retail gallons sold during Fiscal 2025 slightly decreased compared to Fiscal 2024, largely attributable 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 and higher crop drying campaigns.
Previous wording
UGI International base-currency results are translated into U.S. dollars 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 Fiscal 2024 and Fiscal 2023, the average unweighted euro-to-dollar translation rates were approximately $1.08 and $1.07, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.27 and $1.23, 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 $11 million and $15 million in Fiscal 2024 and Fiscal 2023, respectively.
Current wording
UGI International base-currency results are translated into U.S. dollars 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 Fiscal 2025 and Fiscal 2024, the average unweighted euro-to-dollar translation rates were approximately $1.11 and $1.08, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.31 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 $6 million and $11 million in Fiscal 2025 and Fiscal 2024, respectively.
Previous wording
Average wholesale prices for propane and butane during Fiscal 2024 in northwest Europe were approximately 2% and 5% lower, respectively, compared to Fiscal 2023. Revenues and cost of sales decreased $686 million and $744 million, respectively, in Fiscal 2024. The decrease in revenues and cost of sales principally reflects significantly lower energy marketing activities during Fiscal 2024 resulting from the exit of substantially all of UGI International’s energy marketing business in Belgium, France and the Netherlands in Fiscal 2024. The decrease in revenues from the energy marketing activities was partially offset by the translation effects of the stronger foreign currencies (approximately $52 million) and LPG price increases across Europe. The decrease in cost of sales was also attributable to lower LPG product costs, partially offset by the translation effects of the stronger foreign currencies (approximately $32 million).
Current wording
Average wholesale prices for propane and butane during Fiscal 2025 in northwest Europe were approximately 4.4% and 4.0% lower, respectively, compared to Fiscal 2024. Revenues and cost of sales decreased $160 million and $122 million, respectively, in Fiscal 2025. The decrease in revenues and cost of sales principally reflects significantly lower energy marketing activities during Fiscal 2025, resulting from the exit of substantially all of UGI International’s energy marketing business in Belgium, France and the Netherlands in Fiscal 2024. The decrease in revenues was also attributable to the lower LPG retail volumes sold, partially offset by LPG price increases across Europe and the translation effects of the stronger foreign currencies (approximately $21 million). The decrease in cost of sales was also attributable to the lower LPG retail volumes sold, substantially offset by higher LPG product costs and the translation effects of the stronger foreign currencies (approximately $12 million).
Previous wording
Total margin increased $58 million during Fiscal 2024 primarily reflecting higher margin contributions primarily from our LPG business, the translation effects of the stronger foreign currencies (approximately $20 million) and, to a much lesser extent, higher margin contributions from our energy marketing activities. The higher margin from our LPG business reflects the effects of higher average unit margins attributable to strong margin management efforts, partially offset by the impacts from the lower LPG volumes sold. The slightly higher margin from our energy marketing activities primarily reflects the impact of the aforementioned exit of substantially all of UGI International’s energy marketing business.
Current wording
Total margin decreased $38 million during Fiscal 2025 primarily reflecting the lower margin contributions from our LPG business and, to a lesser extent, from our energy marketing activities. The lower margin from our LPG business primarily reflects the lower LPG retail volumes sold, partially offset by the effects of higher average unit margins during Fiscal 2025 and the translation effects of the stronger foreign currencies (approximately $9 million). The lower margin from our energy marketing activities reflects the impact of the aforementioned exit of substantially all of UGI International’s energy marketing business.
Previous wording
Operating income and earnings before interest expense and income taxes increased $96 million and $89 million, respectively, during Fiscal 2024. The increase in operating income principally reflects the increase in total margin ($58 million) and lower operating and administrative expenses ($45 million), partially offset by lower other operating income ($6 million). The lower operating and administrative expenses during Fiscal 2024 primarily reflects (1) the impact of the aforementioned exit of substantially all of UGI International’s energy marketing business and (2) lower personnel-related costs and lower maintenance and advertising expenses in our LPG business, partially offset by the effects of inflationary increases and the translation effects of the stronger foreign currencies (approximately $12 million). The increase in earnings before interest expense and income taxes in Fiscal 2024 largely reflects the increase in operating income ($96 million), partially offset by lower realized gains on foreign currency exchange contracts ($4 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.
Current wording
Earnings before interest expense and income taxes decreased $9 million during Fiscal 2025. The decrease largely reflects the lower operating income ($6 million) and lower realized gains on foreign currency exchange contracts ($5 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.
Previous wording
Average temperatures during Fiscal 2024 were 8.0% warmer than normal and 8.0% warmer than the prior year. Total retail gallons sold decreased 10% during Fiscal 2024 primarily due to continuing customer attrition and the effects of the warmer weather.
Current wording
Average temperatures during Fiscal 2025 were 1.3% warmer than normal and 6.3% colder than the prior year. Total retail gallons sold slightly decreased during Fiscal 2025 as the impact from continuing customer attrition was substantially offset by the effects of the colder weather.
Previous wording
Average daily wholesale propane commodity prices during Fiscal 2024 at Mont Belvieu, Texas, one of the major supply points in the U.S., were comparable to such prices during Fiscal 2023. Total revenues decreased $310 million during Fiscal 2024 largely reflecting the lower retail volumes sold ($228 million), the effects of lower average retail propane selling prices ($39 million) and lower wholesale revenues ($28 million).
Current wording
Average daily wholesale propane commodity prices during Fiscal 2025 at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 6% higher than such prices during Fiscal 2024. Total revenues increased $5 million during
Previous wording
Total cost of sales decreased $191 million during Fiscal 2024 largely reflecting the lower retail propane volumes sold ($109 million), the lower retail propane product costs ($37 million) and lower wholesale cost of sales ($26 million).
Current wording
Total cost of sales decreased $5 million during Fiscal 2025, largely reflecting lower wholesale cost of sales ($13 million) and the lower retail propane volumes sold ($5 million), partially offset by the higher retail propane product costs ($17 million).
Previous wording
Operating income and earnings before interest expense and income taxes decreased $126 million in Fiscal 2024 primarily reflecting the decrease in total margin ($119 million) and lower other operating income ($23 million), mainly resulting from lower gains on sales of fixed assets during Fiscal 2024. These decreases were partially offset by lower operating and administrative expenses ($17 million), reflecting, among other things, lower compensation and advertising expenses, partially offset by higher general insurance costs and higher vehicle expenses.
Current wording
Operating income and earnings before interest expense and income taxes each increased $24 million in Fiscal 2025 primarily reflecting the higher total margin ($10 million), lower operating and administrative expenses ($9 million) and higher other operating income ($5 million), mainly resulting from higher gains on sales of fixed assets during Fiscal 2025. Lower operating and administrative expenses reflect, among other things, lower uncollectible accounts expense and lower vehicle expenses.
Previous wording
Our consolidated interest expense during Fiscal 2024 was $394 million compared to $379 million during the prior year. The increase in interest expense is largely attributable to higher average long-term debt outstanding principally at Utilities and UGI Corporation, partially offset by lower average borrowings under our credit agreements and lower average long-term debt outstanding at AmeriGas Propane.
Current wording
Our consolidated interest expense during Fiscal 2025 was $411 million compared to $394 million during the prior year. The increase in interest expense reflects the effects of (1) higher average long-term debt outstanding at Utilities and UGI Corporation and (2) higher average credit agreement borrowings during Fiscal 2025, substantially offset by lower interest expense from lower average long-term debt outstanding at AmeriGas Propane.
Previous wording
Our effective income tax rate decreased in Fiscal 2024 compared to Fiscal 2023, primarily due to (1) the release of a valuation allowance related to a notional interest deduction at our UGI International segment that exceeded the release of a valuation allowance in the prior year related to foreign tax credits; (2) higher investment tax credits available in Fiscal 2024 due to a larger level of project completions compared to the prior year; and (3) lower state income taxes in accordance with the lower statutory rate in Pennsylvania. These decreases were partially offset by the effect of establishing a full valuation allowance against current year losses in the Netherlands.
Current wording
Our effective income tax rate decreased in Fiscal 2025 compared to Fiscal 2024, primarily due to (1) the higher release of valuation allowances on deferred tax assets expected to be utilized by our UGI International and AmeriGas Propane segments; and (2) higher investment tax credits available in Fiscal 2025 due to a larger level of project completions in our Midstream & Marketing segment.
Previous wording
For additional information on our income taxes, including tax law changes, see Note 7 to Consolidated Financial Statements.
Current wording
See Note 7 to Consolidated Financial Statements for additional information on our income taxes.
Previous wording
The Company expects to have sufficient liquidity including cash on hand and available borrowing capacity, to continue to support long-term commitments and ongoing operations. Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.5 billion and $1.6 billion at September 30, 2024 and 2023, respectively. In October 2024, the Company used the proceeds from the borrowings under the UGI Corporation 2025 Credit Agreement to repay $630 million of long-term debt outstanding under the UGI Corporation Credit Facility Agreement which was scheduled to mature in August 2025 (see “Subsequent Event” below for further discussion). As a result, borrowings outstanding under the UGI Corporation Credit Facility Agreement totaling $630 million at September 30, 2024 have been classified as long-term debt on the Consolidated Balance Sheet. As of September 30, 2024, except for $218 million outstanding principal balance of AmeriGas Partners 5.50% Senior Notes maturing in May 2025, 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 September 30, 2024.
Current wording
The Company expects to have sufficient liquidity including cash on hand and available borrowing capacity, to continue to support long-term commitments and ongoing operations. Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.6 billion and $1.5 billion at September 30, 2025 and 2024, respectively. In November 2025, the Company used a portion of proceeds from the issuance of the UGI Utilities 5.10% Senior Notes and 5.68% Senior Notes to repay the $175 million outstanding principal balance of the 1.59% and 1.64% UGI Utilities senior notes maturing in June and September 2026. Accordingly, $175 million aggregate principal amounts of these maturing senior notes have been classified as long-term debt on the September 30, 2025 Consolidated Balance Sheet. As of September 30, 2025, current maturities of long-term debt principally comprises $100 million outstanding principal balance of UGI Utilities, 2.95% Senior Notes, due June 2026. 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 September 30, 2025.
Previous wording
We depend on both internal and external sources of liquidity to provide funds for working capital and to fund capital requirements. Our short-term cash requirements not met by cash from operations are generally satisfied with borrowings under credit facilities and, in the case of Midstream & Marketing, also from a Receivables Facility. Long-term cash requirements are generally met through the issuance of long-term debt or equity securities. We believe that each of our business units has sufficient liquidity in the forms of cash and cash equivalents on hand; cash expected to be generated from operations; credit facility and Receivables Facility borrowing capacity; and the ability to obtain long-term financing to meet anticipated contractual and projected cash commitments. Issuances of debt and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.
Current wording
We depend on both internal and external sources of liquidity to provide funds for working capital and to fund capital requirements. Our short-term cash requirements not met by cash from operations are generally satisfied with borrowings under credit facilities and, in the case of Midstream & Marketing, also from a Receivables Facility. Long-term cash requirements are generally met through the issuance of long-term debt, hybrid or equity securities. We believe that each of our business units has sufficient liquidity in the forms of cash and cash equivalents on hand; cash expected to be generated from operations; credit facility and Receivables Facility borrowing capacity; and the ability to obtain long-term financing to meet anticipated contractual and projected cash commitments. Issuances of debt, hybrid and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.
Previous wording
The primary sources of UGI’s cash and cash equivalents are the dividends and other cash payments made to UGI or its corporate subsidiaries by its principal business units. Our cash and cash equivalents totaled $213 million and $241 million at September 30, 2024 and 2023, respectively. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, our cash and cash equivalents totaled $72 million and $51 million at September 30, 2024 and 2023, respectively. Such cash is available to pay dividends on UGI Common Stock and for investment purposes.
Current wording
The primary sources of UGI’s cash and cash equivalents are the dividends and other cash payments made to UGI or its corporate subsidiaries by its principal business units. Our cash and cash equivalents totaled $335 million and $213 million at September 30, 2025 and 2024, respectively. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, our cash and cash equivalents totaled $214 million and $72 million at September 30, 2025 and 2024, respectively. Such cash is available to pay dividends on Common Stock and for investment purposes.
Previous wording
Quarterly dividends per share of UGI Common Stock paid during Fiscal 2024 and Fiscal 2023 were as follows:
Current wording
Quarterly dividends per share of Common Stock paid during Fiscal 2025 and Fiscal 2024 were as follows:
Previous wording
On November 20, 2024, UGI’s Board of Directors declared a cash dividend equal to $0.375 per common share. The dividend will be payable on January 1, 2025, to shareholders of record on December 16, 2024.
Current wording
On November 20, 2025, the Board of Directors declared a cash dividend equal to $0.375 per common share. The dividend will be payable on January 1, 2026, to shareholders of record on December 15, 2025.
Previous wording
During Fiscal 2024 there were no repurchases of UGI Common Stock. During Fiscal 2023, the Company repurchased 600,000 shares of its Common Stock at a total purchase price of $22 million. For additional information on the authorization of these repurchases, see Note 13 to Consolidated Financial Statements.
Current wording
During Fiscal 2025, the Company repurchased 1 million shares of its Common Stock at a total purchase price of $33 million. During Fiscal 2024, there were no repurchases of Common Stock. For additional information on the authorization of these repurchases, see Note 13 to Consolidated Financial Statements.
Previous wording
UGI Utilities Senior Notes. In November 2023, UGI Utilities entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities issued (1) $25 million aggregate principal amount of 6.02% Senior Notes due November 30, 2030; (2) $150 million aggregate principal amount of 6.10% Senior Notes due November 30, 2033; and (3) $75 million aggregate principal amount of 6.40% Senior Notes due November 30, 2053. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.
Current wording
In November 2024, UGI Utilities entered into a note purchase agreement with a consortium of lenders. Pursuant to the note purchase agreement, UGI Utilities issued $50 million aggregate principal amount of 5.24% Senior Notes due November 30, 2029, and $125 million aggregate principal amount of 5.52% Senior Notes due November 30, 2034. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.
Previous wording
UGI Utilities 2023 Credit Agreement. In November 2023, UGI Utilities entered into the UGI Utilities 2023 Credit Agreement providing for borrowings up to $375 million (including a $50 million sublimit for letters of credit and a $38 million sublimit for swingline loans). UGI Utilities may request an increase in the amount of loan commitments under the credit agreement to a maximum aggregate amount of $125 million. The credit agreement is scheduled to expire November 2028. Borrowings under the credit agreement may be used to refinance UGI Utilities existing indebtedness and for general corporate purposes and ongoing working capital needs of UGI Utilities.
Current wording
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 entering into 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.
Previous wording
UGI Utilities Senior Notes. In November 2024, UGI Utilities entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities issued $50 million aggregate principal amount of 5.24% Senior Notes due November 30, 2029, and $125 million aggregate principal amount of 5.52% Senior Notes due November 30, 2034. The Note Purchase Agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a leverage ratio and priority debt ratio as defined in the agreement. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.
Current wording
Mountaineer Senior Notes. In April 2025, Mountaineer entered into a note purchase agreement with a consortium of lenders. Pursuant to the note purchase agreement, in May 2025, Mountaineer issued $50 million aggregate principal amount of 6.11% Senior Notes due June 1, 2035 and $20 million aggregate principal amount of 6.21% Senior Notes due June 1, 2037. These senior notes are unsecured and rank equally with Mountaineer’s existing outstanding senior debt. Mountaineer used the net proceeds from the issuance of these senior notes to reduce short-term borrowings and for general corporate purposes.
Previous wording
AmeriGas Partners Senior Notes. In June 2024, pursuant to an early tender offer, AmeriGas Partners and AmeriGas Finance Corp, repurchased $475 million aggregate principal amount of the 5.50% Senior Notes due May 2025. Cash on hand, a $315 million cash contribution from the Company and other sources of liquidity were used for the repurchase. Following the repurchase, $218 million aggregate principal amount of the 5.50% Senior Notes remain outstanding at September 30, 2024.
Current wording
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.
Previous wording
AmeriGas Senior Secured Revolving Credit Facility. In October 2024, AmeriGas OLP amended the AmeriGas Senior Secured Revolving Credit Facility to increase total commitments to a total of $300 million.
Current wording
AmeriGas Senior Secured Revolving Credit Facility. In October 2024, AmeriGas OLP amended the AmeriGas Senior Secured Revolving Credit Facility to increase total commitments from $200 million to a total of $300 million.
Previous wording
UGI Corporation 2025 Credit Agreement. In October 2024, UGI entered into the UGI Corporation 2025 Credit Agreement, providing a $475 million revolving credit facility, including a $10 million sublimit for letters of credit, and a $400 million term loan facility. Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion of the UGI Corporation Credit Facility Agreement and ongoing working capital needs of the Company. The revolving credit facility is scheduled to expire in October 2028, and the term loan facility is scheduled to mature in October 2027. In connection with entering into the UGI Corporation 2025 Credit Agreement, the Company paid off in full and terminated the UGI Corporation Credit Facility Agreement.
Current wording
UGI Corporation 2025 Credit Agreement. In October 2024, UGI entered into a new UGI Corporation 2025 Credit Agreement, providing a $475 million revolving credit facility, including a $10 million sublimit for letters of credit, and a $400 million term loan facility. Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion and of the UGI Corporation Credit Facility Agreement and ongoing working capital needs of the Company. The revolving credit facility is scheduled to expire in October 2028, and the term loan facility is scheduled to mature in October 2027. In connection with entering into the UGI Corporation 2025 Credit Agreement, the Company paid off in full and terminated the UGI Corporation Credit Facility Agreement.
Previous wording
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 senior, unsecured obligations and rank equal in right of payment with our existing and future senior, unsecured indebtedness. The net proceeds from the issuance of the UGI Corporation Senior Notes of approximately $682 million, after underwriters fees and other debt issuance costs, were used (1) to repay a portion of borrowings under the UGI Corporation Credit Facility Agreement; (2) to make a cash contribution of $315 million to the Partnership to repay a portion of its 5.50% Senior Notes as described above; and (3) for general corporate purposes.
Current wording
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 senior, unsecured obligations and rank equal in right of payment with our existing and future senior, unsecured indebtedness.
Previous wording
The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances. Before March 1, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of September 30, 2024, none of the events permitting the noteholders to convert their notes early occurred. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Consolidated Balance Sheet at September 30, 2024.
Current wording
The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances. Before March 1, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
Previous wording
Information about the Company’s principal credit agreements (excluding Energy Services’ Receivables Facility, which is discussed below) as of September 30, 2024 and 2023, is presented in the tables below.
Current wording
Information about the Company’s principal credit agreements (excluding the Energy Services’ Receivables Facility, which is discussed below) as of September 30, 2025 and 2024, is presented in the tables below.
Previous wording
(a)In October 2024, AmeriGas OLP entered into the first amendment to the AmeriGas Senior Secured Revolving Facility which increased the total commitments to $300 million. The maximum amount available for borrowing at any time under the AmeriGas Senior Secured Revolving Credit Facility is limited to the borrowing base valuation, as defined by the agreement.
Current wording
(a)The maximum amount available for borrowing at any time under the AmeriGas Senior Secured Revolving Credit Facility is limited to the borrowing base valuation, as defined by the agreement.
Previous wording
Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. On October 18, 2024, the expiration date of the Receivables Facility was extended to October 17, 2025. The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 18, 2024 to April 30, 2025, and up to $75 million of eligible receivables during the period May 1, 2025 to October 17, 2025, with the option to request an increase of $50 million. The interest rate of the Receivables Facility was replaced with a term SOFR based interest rate effective with the extension on October 18, 2024. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.
Current wording
Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. In October 2025, the expiration date of the Receivables Facility was extended to October 2026. The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 17, 2025 to April 30, 2026, and up to $75 million of eligible receivables during the period May 1, 2026 to October 16, 2026, with the option to request consent for an increase of $50 million. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.
Showing the first 40 of 75 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
As of September 30, 2025, none of the events permitting the noteholders to convert their notes early existed. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Consolidated Balance Sheet at September 30, 2025.
Current report — wording carried from elsewhere
Cash flow used by financing activities was $406 million in Fiscal 2025 compared to cash flow used by financing activities of $506 million in Fiscal 2024.
Current report — wording carried from elsewhere
See Note 8 to Consolidated Financial Statements for further information on the U.S. Pension Plans and our other postretirement benefit plans.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
See Note 5 to Consolidated Financial Statements for additional information.
Previous report — wording carried elsewhere
See Note 13 to Consolidated Financial Statements for additional information.
Previous report — wording carried elsewhere
In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas and electricity, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements.
Previous report — wording carried elsewhere
Based on our evaluations in Fiscal 2024 and Fiscal 2023, the estimated fair value of the AmeriGas Propane reporting unit was determined to be less than its carrying value. As a result, the Company recorded a non-cash pre-tax goodwill impairment charge of $195 million and $656 million in Fiscal 2024 and Fiscal 2023, respectively, included in “Impairment of goodwill” on the Consolidated Statements of Income, to reduce the carrying value of AmeriGas Propane to its fair value. The Company calculated the deferred tax effect using the simultaneous equation method.