UGI CORP /PA/
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
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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.
Dec 31, 2025 · Filed Feb 5, 2026
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-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 OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0000884614-26-000011
Item 2. 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 163 previous paragraphs and 119 current paragraphs.
48 unchanged; 52 reworded; 17 added; 50 removed; 13 previous and 2 current paragraphs rearranged.
Tables are not compared: 13 previous and 8 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 (17)
Current report
UGI International. In January 2026, the Company’s Board of Directors authorized and management executed agreements to sell our LPG distribution businesses in Czech Republic, Hungary, Poland, Slovakia and Romania. The transactions are subject to customary closing conditions and are expected to be finalized by the third quarter of Fiscal 2026. During the second quarter of Fiscal 2026, the conditions to present these businesses as assets held for sale will have been met and management expects to recognize an expected loss, with the amount of such expected loss subject to management’s completion of the required allocation of goodwill to these businesses.
Current report
In October 2025, UGI International, through a wholly-owned subsidiary, completed the sale of its cylinder business in the United Kingdom. During the first quarter of Fiscal 2026, a pre-tax gain on the sale of $2 was recorded.
Current report
Utilities
Current report
Utilities earnings before interest expense and income taxes increased $16 during the 2025 three-month period, principally representing the increase in operating income ($17).
Current report
Midstream & Marketing
Current report
Midstream & Marketing total margin during the 2025 three-month period was comparable to the prior-year period, as the effect of the colder weather was substantially offset by higher pipeline transportation costs.
Current report
Midstream & Marketing operating income during the 2025 three-month period decreased $7 compared to the prior-year period, mainly reflecting higher operating and administrative expenses ($6). The increase in operating and administrative expenses was primarily due to higher compensation expenses and higher operating expenses related to certain projects placed in service in September 2025.
Current report
Midstream & Marketing earnings before interest expense and income taxes during the 2025 three-month period decreased $7 compared to the prior-year period, representing the decrease in operating income ($7).
Current report
UGI International operating income increased $21 during the 2025 three-month period, principally reflecting the increase in total margin ($20). Operating and administrative expenses during the 2025 three-month period were comparable to the prior-year period as the impacts from the divestitures of certain non-core LPG businesses and lower distribution and maintenance expenses were substantially offset by the translation effects of the stronger foreign currencies (approximately $13).
Current report
AmeriGas Propane
Current report
Average temperatures during the 2025 three-month period were 0.8% colder than normal and 7.9% colder than the prior-year period. Total retail gallons sold were comparable to the prior-year period as the effects of colder weather in the Eastern U.S. were largely offset by (1) the warmer weather in the Western U.S.; (2) the sale of the LPG operations in Hawaii in September 2025; and (3) continuing customer attrition.
Current report
AmeriGas Propane total margin increased $2 during the 2025 three-month period as the impact from higher average retail propane unit margins ($7) was largely offset by lower fee income ($6).
Current report
AmeriGas Propane operating income decreased $2 during the 2025 three-month period, primarily reflecting higher operating and administrative expenses ($8), partially offset by the increase in total margin ($2) and higher gains on sales of fixed assets ($3). The increase in operating and administrative expenses primarily reflects higher compensation and advertising expenses.
Current report
AmeriGas Propane earnings before interest expense and income taxes decreased $2 during the 2025 three-month period, representing the decrease in operating income ($2).
Current report
Cash flow used by financing activities was $6 in the 2025 three-month period compared to cash flow provided of $95 in the 2024 three-month period. The 2025 three-month period includes, among other things, (a) the issuance by UGI Utilities of $150 aggregate principal amount of 5.10% senior notes and $125 aggregate principal amount of 5.68% senior notes (b) the repayment by UGI Utilities of the $100 outstanding aggregate principal amount of the 1.59% Senior Notes and $75 outstanding aggregate principal amount of the 1.64% Senior Notes and (c) the repurchase of $12 of Common Stock.
Current report
The 2024 three-month period includes the issuance by UGI Utilities of $50 and $125 principal amount of senior notes. The 2024 three-month period activities also include, among other things, entering into the UGI Corporation 2025 Credit Agreement consisting of (1) a $475 revolving credit facility and (2) a $400 variable-rate term loan. Proceeds from the UGI Corporation 2025 Credit Agreement were used to prepay all borrowings under the UGI Corporation Credit Facility Agreement due August 29, 2025 and, concurrent with such repayment, terminated the agreement.
Current report
Mountaineer. On February 3, 2026, WV Gas Utility submitted a base rate case filing with the WVPSC seeking a net revenue increase of $27, which consisted of an increase in base rates of $44 and a decrease in the IREP rates of $17 annually. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable natural gas service. WV Gas Utility requested the new gas rates become effective March 5, 2026. WV Gas Utility expects the WVPSC to enter an order suspending the effective date for the rate increase to allow for a full review of the filing and public hearings. Unless a settlement is reached sooner, the review process is expected to last up to 270 days from the date of filing. The Company cannot predict the timing or the ultimate outcome of the rate case review process.
Removed paragraphs (50)
Previous 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.
Previous 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.
Previous 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.
Previous report
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 report
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 report
2025 nine-month period compared with 2024 nine-month period
Previous report
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 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.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 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.
Previous report
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 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).
Previous report
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 report
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 report
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 report
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 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).
Previous report
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 report
2025 Nine-Month Period Compared with the 2024 Nine-Month Period
Previous report
Midstream & Marketing revenues increased $102 million during the 2025 nine-month period, primarily reflecting higher revenues from natural gas marketing activities ($116 million), including the effects of capacity management activities, that were primarily impacted by the colder weather and higher revenues from renewable energy ($6 million). These increases were partially offset by the absence of revenues from UGID that was sold in September 2024 ($26 million).
Previous report
Midstream & Marketing cost of sales increased $126 million during the 2025 nine-month period, primarily reflecting higher natural gas costs ($110 million) related to the previously mentioned natural gas marketing activities, higher midstream cost of sales ($15 million), mainly from higher peaking activities, and higher cost of sales from renewable energy ($4 million). These increases were partially offset by the absence of cost of sales from UGID that was sold in September 2024 ($15 million).
Previous report
Midstream & Marketing total margin decreased $24 million during the 2025 nine-month period, 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 ($12 million). These decreases were partially offset by higher total margin from natural gas marketing activities ($7 million).
Previous report
Midstream & Marketing operating income and earnings before interest expense and income taxes during the 2025 nine-month period each decreased $22 million compared to the prior-year period. The decrease in operating income and earnings before interest expense and income taxes is largely attributable to the lower total margin ($24 million) and slightly higher operating and administrative expenses ($2 million), partially offset by lower depreciation and amortization expense ($6 million).
Previous report
UGI International
Previous report
Average wholesale prices for propane and butane during the 2025 nine-month period in northwest Europe were approximately 3.3% and 1.1% higher, respectively, compared with the prior-year period. UGI International revenues and cost of sales decreased $128 million and $91 million, respectively, during the 2025 nine-month period compared to the prior-year period. The decrease in revenues and cost of sales principally reflects significantly lower energy marketing activities during the 2025 nine-month period 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. The decrease in cost of sales was also attributable to the lower LPG retail volumes sold, substantially offset by higher LPG product costs.
Previous report
Average temperatures during the 2025 nine-month period were 1.1% warmer than normal and 6.2% colder than the prior-year period. Total retail gallons sold slightly increased during the 2025 nine-month period as the impact from the colder weather was substantially offset by continuing customer attrition.
Previous report
Total cost of sales increased $27 million during the 2025 nine-month period largely reflecting higher retail propane product costs ($26 million).
Previous report
Total margin increased $13 million in the 2025 nine-month period reflecting higher average retail propane unit margins ($21 million), partially offset by lower fee income ($8 million).
Previous report
Operating income and earnings before interest expense and income taxes each increased $18 million during the 2025 nine-month period, primarily reflecting the increase in total margin ($13 million) and lower operating and administrative expenses ($7 million). The decrease in operating and administrative expenses primarily reflects lower vehicle expenses and lower uncollectible accounts expenses.
Previous report
Interest Expense and Income Taxes
Previous report
Our consolidated interest expense during the 2025 nine-month period was $305 million compared to $296 million during the 2024 nine-month period. The 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 nine-month period.
Previous report
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 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.
Previous report
Mountaineer Senior Notes. In April 2025, Mountaineer entered into a note purchase agreement which provides for the private placement of (1) $50 million aggregate principal amount of 6.11% Senior Notes due June 1, 2035, and (2) $20 million aggregate principal amount of 6.21% Senior Notes due June 1, 2037. Pursuant to the note purchase agreement, these senior notes were funded on May 30, 2025. These senior notes are unsecured and will rank equally with Mountaineer’s existing outstanding senior debt. The net proceeds from the issuance of the senior notes were used to reduce short-term borrowings and for general corporate purposes.
Showing the first 40 of 50 passages. Open the source sections for the rest.
Reworded paragraphs (52)
Previous wording
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you against relying on any forward-looking statement as these statements are subject to risks and uncertainties that may cause actual results to vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind those factors set forth in Item 1A. Risk Factors in the Company’s 2024 Annual Report and the following important factors that could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) weather conditions (including increasingly uncertain weather patterns due to climate change) resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; (2) cost volatility and availability of energy products, including propane and other LPG, electricity, and natural gas, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; (3) changes in domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, trade restrictions and policies, such as tariffs and related sanctions, and environmental matters, such as regulatory responses to climate change; (4) inability to timely recover costs through utility rate proceedings; (5) the impact of pending and future legal or regulatory proceedings, inquiries or investigations; (6) competitive pressures from the same and alternative energy sources; (7) failure to acquire new customers or retain current customers thereby reducing or limiting any increase in revenues; (8) liability for environmental claims; (9) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (10) adverse labor relations and our ability to address existing or potential workforce shortages; (11) customer, counterparty, supplier, or vendor defaults; (12) liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics, and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the United States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, t…
Excerpt shortened here; the source contains the full paragraph.
Current wording
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you against relying on any forward-looking statement as these statements are subject to risks and uncertainties that may cause actual results to vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind those factors set forth in Item 1A. Risk Factors in the Company’s 2025 Annual Report and the following important factors that could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) weather conditions (including increasingly uncertain weather patterns due to climate change) resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; (2) cost volatility and availability of energy products, including propane and other LPG, natural gas, and electricity, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; (3) changes in domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, trade restrictions and policies, such as tariffs and related sanctions, and environmental matters, such as regulatory responses to climate change; (4) inability to timely recover costs through utility rate proceedings; (5) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (6) adverse labor relations and our ability to address existing or potential workforce shortages; (7) the impact of pending and future legal or regulatory proceedings, inquiries or investigations; (8) competitive pressures from the same and alternative energy sources; (9) failure to acquire new customers or retain current customers, thereby reducing or limiting any increase in revenues; (10) liability for environmental claims; (11) customer, counterparty, supplier, or vendor defaults; (12) liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics, and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the United States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, …
Excerpt shortened here; the source contains the full paragraph.
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 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.
Current wording
The following analyses compare the Company’s results of operations for the 2025 three-month period with the 2024 three-month period. Our analysis of results of operations should be read in conjunction with the segment information included in Note 13 to Condensed Consolidated Financial Statements.
Previous wording
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 wording
In November 2025, UGI International, through a wholly-owned subsidiary, completed the sale of Flaga, its LPG distribution business in Austria. In conjunction with the sale, during the first quarter of Fiscal 2026, the Company recorded a pre-tax gain of $25.
Previous 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.
Current wording
Net income attributable to UGI Corporation for the 2025 three-month period was $297 (equal to $1.34 per diluted share) compared to $375 (equal to $1.74 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 $(8) and $80 during the 2025 and 2024 three-month periods, respectively.
Previous wording
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 wording
Net income attributable to UGI Corporation for the 2025 three-month period also includes a $26 net gain on disposals of certain non-core assets from our LPG business at UGI International.
Previous 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.
Current wording
Adjusted net income attributable to UGI Corporation for the 2025 three-month period was $279 (equal to $1.26 per diluted share) compared to $295 (equal to $1.37 per diluted share) for the 2024 three-month period. The decrease in adjusted net income attributable to UGI Corporation for the 2025 three-month period reflects lower earnings contributions from our Midstream & Marketing segment, partially offset by higher earnings contributions from the Utilities and UGI International segments. In addition, the decrease in adjusted net income during the 2025 three-month period also reflects higher income tax expenses primarily related to a decrease in investment tax credits in our Midstream & Marketing segment and lower 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.
Previous 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.
Current wording
Utilities’ adjusted net income attributable to UGI Corporation increased $9 during the 2025 three-month period. The increase was largely attributable to higher total margin, partially offset by higher operating and administrative expenses.
Previous 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.
Current wording
Midstream & Marketing’s adjusted net income attributable to UGI Corporation decreased $28 during the 2025 three-month period, primarily attributable to higher income tax expenses.
Previous 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.
Current wording
UGI International’s adjusted net income attributable to UGI Corporation increased $3 during the 2025 three-month period. The increase is mainly attributable to higher total margin that was substantially offset by higher income tax expenses.
Previous wording
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 wording
AmeriGas Propane’s adjusted net income attributable to UGI Corporation increased $70 during the 2025 three-month period, primarily reflecting significantly lower income tax expenses and, to a much lesser extent, lower operating and administrative 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 $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).
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 $8 and $7 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).
Previous 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.
Current wording
Temperatures in Gas Utility’s service territories during the 2025 three-month period were 16.8% colder than normal and 21.0% colder than the prior-year period. Gas Utility core market volumes increased 16% during the 2025 three-month period, principally reflecting the impact from the colder weather compared to the prior-year period. Total Gas Utility volume increased 3% during the 2025 three-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 the impact from the colder weather compared to the prior-year period.
Previous 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.
Current wording
Utilities revenues increased $106 during the 2025 three-month period, primarily reflecting higher Gas Utility revenues ($103). The increase in Gas Utility revenues was largely attributable to the higher core market volumes, the increase in the PA Gas Utility base rates, effective October 2025, higher PGC and PGA rates and higher off-system sales. These increases were partially offset by the effects of the weather normalization adjustments. The increase in Electric Utility revenues ($3) in the 2025 three-month period is principally attributable to the higher DS rates and higher volumes.
Previous 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.
Current wording
Utilities cost of sales increased $78 during the 2025 three-month period, primarily reflecting higher Gas Utility cost of sales ($76). The increase in Gas Utility cost of sales was largely attributable to the higher core market volumes, higher PGC and PGA rates and higher cost of sales associated with off-system sales. The increase in Electric Utility cost of sales ($2) is principally attributable to the higher DS rates and higher sales volumes.
Previous 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.
Current wording
Utilities total margin increased $28 during the 2025 three-month period, primarily reflecting higher Gas Utility total margin ($27). The increase in Gas Utility total margin principally reflects the higher core market volumes and the increase in the PA Gas Utility base rates, effective October 2025, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.
Previous 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.
Current wording
Utilities operating income increased $17 during the 2025 three-month period. This increase largely reflects the increase in total margin ($28), partially offset by higher operating and administrative expenses ($9) and higher depreciation expense ($3). The higher operating and administrative expenses reflect, among other things, higher personnel and maintenance expenses. The higher depreciation expense compared to the prior-year period reflects the effects of continued distribution system capital expenditure activity.
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 $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).
Current wording
(a)Total margin represents revenues less cost of sales.
Previous 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.
Current wording
Average temperatures across Midstream & Marketing’s energy marketing territory during the 2025 three-month period were 14.1% colder than normal and 17.5% colder than the prior-year period.
Previous 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).
Current wording
Midstream & Marketing revenues increased $60 during the 2025 three-month period, primarily reflecting higher revenues from natural gas marketing activities ($50), including the effects of capacity management activities, that were primarily impacted by the colder weather.
Previous 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).
Current wording
Midstream & Marketing cost of sales increased $59 during the 2025 three-month period, primarily reflecting higher natural gas costs ($50) related to the previously mentioned natural gas marketing activities.
Previous wording
Average temperatures during the 2025 nine-month period were 5.6% warmer than normal and 5.4% colder than the prior-year period. Notwithstanding the colder weather, total LPG retail gallons sold during the 2025 nine-month period slightly decreased compared to the prior-year period, 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.
Current wording
Average temperatures during the 2025 three-month period were 0.7% warmer than normal and 0.6% colder than the prior-year period. Total LPG retail gallons sold during the 2025 three-month period decreased 11% compared to the prior-year period, largely attributable to the impacts from the divestitures of certain non-core LPG businesses, lower crop drying campaigns and continued structural conservation, partially offset by higher residential volumes sold.
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 nine-month periods, the average unweighted euro-to-USD translation rates were approximately $1.08 and $1.08, respectively, and the average unweighted British pound sterling-to-USD translation rates were approximately $1.29 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 resulted in realized net gains of $7 million and $12 million in the 2025 and 2024 nine-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 $1.16 and $1.07, respectively, and the average unweighted British pound sterling-to-USD translation rates were approximately $1.33 and $1.28, 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 (losses) of $(3) and $4 in the 2025 and 2024 three-month periods, respectively.
Previous 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.
Current wording
Average wholesale prices for propane and butane during the 2025 three-month period in northwest Europe were approximately 28.6% and 21.6% lower, respectively, compared with the prior-year period. UGI International revenues and cost of sales decreased $63 and $83, respectively, during the 2025 three-month period compared to the prior-year period. The decrease in revenues was primarily attributable to the lower LPG retail volumes sold and, to a lesser extent, lower LPG price, partially offset by the translation effects of the stronger foreign currencies (approximately $48). The decrease in cost of sales was mainly attributable to lower LPG product costs and the lower LPG retail volumes sold, partially offset by the translation effects of the stronger foreign currencies (approximately $24).
Previous wording
UGI International total margin decreased $37 million during the 2025 nine-month period, 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 in the 2025 nine-month period. 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.
Current wording
UGI International total margin increased $20 during the 2025 three-month period, primarily reflecting the effects of higher average unit margins in the 2025 three-month period and the translation effects of the stronger foreign currencies (approximately $24), partially offset by the lower LPG retail volumes sold.
Previous wording
UGI International operating income and earnings before interest expense and income taxes decreased $6 million and $9 million, respectively, during the 2025 nine-month period. The decrease in operating income principally reflects the decrease in total margin ($37 million), largely offset by lower operating and administrative expenses ($35 million). The lower operating and administrative expenses during the 2025 nine-month period primarily reflects lower personnel expenses and, to a lesser extent, distribution and maintenance expenses in our LPG business and a decline in energy marketing-related operating expenses, partially offset by the effects of inflationary increases. The decrease in earnings before interest expense and income taxes in the 2025 nine-month period largely reflects the $6 million decrease in operating income and 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 ($5 million).
Current wording
UGI International earnings before interest expense and income taxes increased $14 during the 2025 three-month period. This increase largely reflects the $21 increase in operating income, partially offset by lower realized gains on foreign currency exchange contracts ($7) 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 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).
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 14.0% lower than such prices during the 2024 three-month period. Total revenues decreased $27 during the 2025 three-month period primarily reflecting lower wholesale revenues ($12), the effects of lower average retail propane selling prices ($10) and lower fee income ($8).
Previous 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).
Current wording
Total cost of sales decreased $29 during the 2025 three-month period largely reflecting lower retail propane product costs ($16) and lower wholesale cost of sales ($12).
Previous 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.
Current wording
Our consolidated interest expense during the 2025 three-month period was $111 compared to $102 during the 2024 three-month period. The increase in interest expense principally reflects the effects of higher interest rates on long-term debt, partially offset by lower average long-term debt outstanding at AmeriGas Propane during the 2025 three-month period.
Previous wording
The decrease in the Company’s income tax rate for the 2025 three-month period principally reflects 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 by our UGI International segment.
Current wording
The increase in the Company’s income tax rate for the 2025 three-month period principally reflects a decrease in investment tax credits in our Midstream & Marketing segment and a decrease in release of a valuation allowance on deferred tax assets expected to be utilized by our UGI International segment.
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 $1.9 billion and $1.5 billion at June 30, 2025 and September 30, 2024, respectively. As of June 30, 2025, “Current maturities of long-term debt” on the Condensed Consolidated Balance Sheet principally comprises (1) $100 million outstanding principal balance of the UGI Utilities, 2.95% Senior Notes, due June 2026; (2) $100 million outstanding principal balance of the UGI Utilities, 1.59% Senior Notes, due June 2026; and (3) $700 million outstanding principal balance of the UGI Corporation Senior Notes due in 2028 which became eligible for early conversion requests from July 1, 2025 through September 30, 2025.
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 at both December 31, 2025 and September 30, 2025.
Previous wording
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 wording
As of December 31, 2025, “Current maturities of long-term debt” on the Condensed Consolidated Balance Sheet principally comprises (1) $100 outstanding principal balance of the UGI Utilities, 2.95% Senior Notes, due June 2026; and (2) $700 outstanding principal balance of the UGI Corporation Senior Notes due in 2028 which became eligible for early conversion requests from January 1, 2026 through March 31, 2026. The Company cannot predict whether noteholders will elect to convert during the conversion period. To-date, no noteholders have elected to convert their notes. As of December 31, 2025, the Company had $187 of unused borrowing capacity under its existing $475 revolving credit facility and access to additional liquidity via subsidiaries to fund any cash consideration, if needed, in the event of early conversion by noteholders. In addition, the Company has a $300 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. This 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. See "Significant Financing Activities" below and Note 8 to Condensed Consolidated Financial Statements for further information.
Previous wording
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 wording
Except as disclosed, 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 December 31, 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 linked 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 $350 million at June 30, 2025, compared with $213 million at September 30, 2024. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, at June 30, 2025 and September 30, 2024, UGI had $233 million and $72 million of cash and cash equivalents, 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 $251 at December 31, 2025, compared with $335 at September 30, 2025. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, at December 31, 2025 and September 30, 2025, UGI had $167 and $214 of cash and cash equivalents, respectively. Such cash is available to pay dividends on UGI Common Stock and for investment purposes.
Previous wording
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 wording
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 aggregate principal amount of 5.10% Senior Notes due November 15, 2030, and $125 aggregate principal amount of 5.68% Senior Notes due November 15, 2035. UGI Utilities used the net proceeds from the issuance of these senior notes to (1) repay the $100 outstanding principal balance of the 1.59% Senior Notes, due June 2026 and $75 outstanding principal balance of the 1.64% Senior Notes, due September 2026; (2) reduce short-term borrowings; and (3) for general corporate purposes.
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 convertible subject to the occurrence of certain events and circumstances.
Current wording
UGI Corporation Senior Notes. The Company has $700 aggregate principal amount of outstanding 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.
Previous wording
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 wording
As of December 31, 2025, an early conversion condition associated with the market price of the Company’s common stock was met. Accordingly, pursuant to an indenture dated June 11, 2024, the UGI Corporation Senior Notes are convertible at the option of the noteholders, in whole or in part, from January 1, 2026 through March 31, 2026.
Previous wording
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 wording
Because the Company must pay noteholders cash up to the aggregate principal amount and noteholders can convert at their sole election beginning January 1, 2026 through March 31, 2026, the Company classified the entire $700 principal amount (net of unamortized debt issuance costs of $11) of the UGI Corporation Senior Notes in "Current maturities of long-term debt" on the December 31, 2025 Condensed Consolidated Balance Sheet.
Previous wording
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 wording
The Company cannot predict whether noteholders will elect to convert during the conversion period ending March 31, 2026. 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 in the Company's 2025 Annual Report, the Company has a $300 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, the Company has $187 of unused borrowing capacity under its existing $475 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.
Previous wording
(b)Permits UGI International, LLC or UGI International Holdings B.V. to borrow in euros or USD. At June 30, 2025, the amount borrowed consisted of euro-denominated borrowings equivalent to $59 million and USD-denominated borrowings of $200 million. At June 30, 2024, the amount borrowed consisted of euro-denominated borrowings equivalent to $198 million.
Current wording
(b)Permits UGI International, LLC or UGI International Holdings B.V. to borrow in euros or USD.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
(a)Total margin represents revenues less cost of sales.
Current report — wording carried from elsewhere
On January 27, 2025, PA Gas Utility filed a request with the PAPUC to increase its base operating revenues for residential, commercial and industrial customers by $110 annually. On September 11, 2025, the PAPUC issued a final order approving a settlement providing for a $70 annual base distribution rate increase, effective October 28, 2025, and maintenance of the weather normalization adjustment through the end of its pilot period with modification.
Rearranged previous paragraphs (13)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for airports located within Gas Utility’s service territories.
Previous report — wording carried elsewhere
Utilities operating income and earnings before interest expense and income taxes increased $11 million and $12 million, respectively, during the 2025 nine-month period. These increases largely reflect the increase in total margin ($35 million), partially offset by higher operating and administrative expenses ($19 million) and higher depreciation expense ($8 million). The higher operating and administrative expenses reflect, among other things, higher personnel expenses and higher maintenance expenses. The higher depreciation expense compared to the prior-year period reflects the effects of continued distribution system capital expenditure activity.
Previous report — wording carried elsewhere
Average temperatures across Midstream & Marketing’s energy marketing territory during the 2025 nine-month period were 0.7% warmer than normal and 11.8% colder than the prior-year period.
Previous report — wording carried elsewhere
(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data at locations in our UGI International service territories.
Previous report — wording carried elsewhere
(a)Total margin represents total revenues less total cost of sales.
Previous report — wording carried elsewhere
(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for 344 regions in the U.S., excluding Alaska and Hawaii.
Previous report — wording carried elsewhere
Average daily wholesale propane commodity prices during the 2025 nine-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 9% higher than such prices during the 2024 nine-month period. Total revenues increased $40 million during the 2025 nine-month period reflecting the effects of higher average retail propane selling prices ($47 million) and slightly higher retail volumes sold ($5 million), partially offset by lower fee income ($10 million).
Previous report — wording carried elsewhere
The decrease in the Company’s income tax rate for the 2025 nine-month period principally reflects 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 by our UGI International segment.
Previous report — wording carried elsewhere
See “Significant Financing Activities” below and Note 8 to Condensed Consolidated Financial Statements for further information.
Previous report — wording carried elsewhere
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.