UGI CORP /PA/

Previous 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.

Current wording

The following analyses compare the Company’s results of operations for the 2026 three-month period with the 2025 three-month period and the 2026 six-month period with the 2025 six-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

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.

Current wording

In November 2025, UGI International, through a wholly-owned subsidiary, completed the sale of Flaga, its LPG distribution business in Austria. For the three and six months ended March 31, 2026, the Company recognized pre-tax gains on the sale of $4 and $29, respectively.

Previous wording

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 wording

In October 2025, UGI International, through a wholly-owned subsidiary, completed the sale of its cylinder business in the United Kingdom. For the six months ended March 31, 2026, the Company recognized a pre-tax gain on the sale of $2.

Previous 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.

Current wording

Net income attributable to UGI Corporation for the 2026 three-month period was $520 (equal to $2.33 per diluted share) compared to $479 (equal to $2.19 per diluted share) for the 2025 three-month period. These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $116 and $(5) during the 2026 and 2025 three-month periods, respectively.

Previous 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.

Current wording

Net income attributable to UGI Corporation for the 2026 three-month period also includes a $62 net loss on disposals of certain non-core assets from our LPG business at UGI International.

Previous 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.

Current wording

Adjusted net income attributable to UGI Corporation for the 2026 six-month period was $745 (equal to $3.35 per diluted share) compared to $779 (equal to $3.58 per diluted share) for the 2025 six-month period. The decrease in adjusted net income attributable to UGI Corporation for the 2026 six-month period reflects lower earnings contributions from our Midstream & Marketing segment, partially offset by higher earnings contributions from the Utilities, UGI International and AmeriGas Propane segments. In addition, the decrease in adjusted net income during the 2026 six-month period also reflects higher income tax expenses primarily related to a decrease in investment tax credits in our Midstream & Marketing segment. During the 2026 six-month period, temperatures in all of our segments, with the exception of our UGI International segment, were colder than the prior-year period.

Previous 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.

Current wording

Utilities’ adjusted net income attributable to UGI Corporation increased $14 during the 2026 six-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 $28 during the 2025 three-month period, primarily attributable to higher income tax expenses.

Current wording

Midstream & Marketing’s adjusted net income attributable to UGI Corporation decreased $69 during the 2026 six-month period, primarily attributable to higher income tax expenses.

Previous 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.

Current wording

UGI International’s adjusted net income attributable to UGI Corporation increased $13 during the 2026 six-month period. The increase is mainly attributable to higher total margin and lower income tax expenses, partially offset by higher realized losses on foreign currency contracts.

Previous 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.

Current wording

AmeriGas Propane’s adjusted net income attributable to UGI Corporation increased $130 during the 2026 six-month period, primarily reflecting significantly lower income tax expenses, partially offset by higher 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 $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).

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 $11 and $10 during the 2026 and 2025 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

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.

Current wording

Utilities revenues increased $107 during the 2026 three-month period, primarily reflecting higher Gas Utility revenues ($104). The increase in Gas Utility revenues was largely attributable to higher PGC and PGA rates, the increase in the PA Gas Utility base rates, effective October 2025 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 2026 three-month period is principally attributable to the higher DS rates and higher sales volumes.

Previous 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.

Current wording

Utilities cost of sales increased $84 during the 2026 three-month period, primarily reflecting higher Gas Utility cost of sales ($82). The increase in Gas Utility cost of sales was largely attributable to the 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 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.

Current wording

Utilities operating income increased $9 during the 2026 three-month period. This increase largely reflects the increase in total margin ($23), partially offset by higher operating and administrative expenses ($8) and higher depreciation expense ($4). The higher operating and administrative expenses reflect, among other things, higher personnel expenses and higher uncollectible accounts expenses. The higher depreciation expense compared to the prior-year period reflects the effects of continued distribution system capital expenditure activity.

Previous wording

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 wording

Utilities earnings before interest expense and income taxes increased $9 during the 2026 three-month period, principally representing the increase in operating income ($9).

Previous 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.

Current wording

Average temperatures across Midstream & Marketing’s energy marketing territory during the 2026 three-month period were 8.5% colder than normal and 3.1% colder than the prior-year period.

Previous 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.

Current wording

Midstream & Marketing revenues increased $128 during the 2026 three-month period, primarily reflecting higher revenues from natural gas marketing activities ($115), including the effects of capacity management activities, that were primarily impacted by the colder weather.

Previous wording

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 wording

Midstream & Marketing operating income decreased $6 during the 2026 three-month period, mainly reflecting higher operating and administrative expenses ($5). The increase in operating and administrative expenses was primarily due to higher operating expenses related to renewable energy projects.

Previous wording

UGI International base-currency results are translated into USD based upon exchange rates experienced during the reporting periods. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During the 2025 and 2024 three-month periods, the average unweighted euro-to-USD translation rates were approximately $1.16 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.

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 2026 and 2025 three-month periods, the average unweighted euro-to-USD translation rates were approximately $1.17 and $1.05, respectively, and the average unweighted British pound sterling-to-USD translation rates were approximately $1.35 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 (losses) of $(5) and $3 in the 2026 and 2025 three-month periods.

Previous wording

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 wording

UGI International operating income decreased $3 during the 2026 three-month period, principally reflecting the decrease in total margin ($4). Operating and administrative expenses in the 2026 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 expenses were substantially offset by the translation effects of the stronger foreign currencies (approximately $15) and, to a lesser extent, the effects of inflationary increases.

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 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).

Current wording

Average daily wholesale propane commodity prices during the 2026 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 23% lower than such prices during the 2025 three-month period. Total revenues decreased $89 during the 2026 three-month period largely reflecting lower retail volumes sold ($36), the effects of lower average retail propane selling prices ($28) and lower wholesale revenues ($21).

Previous 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).

Current wording

AmeriGas Propane total cost of sales decreased $91 during the 2026 three-month period largely reflecting lower retail propane product costs ($46), wholesale cost of sales ($22) and the lower retail volumes sold ($17).

Previous wording

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 wording

AmeriGas Propane operating income increased $2 during the 2026 three-month period as the increase in total margin ($2) and lower depreciation and amortization expense ($4) were partially offset by higher operating and administrative expenses ($2) and slightly lower gains on asset sales. Operating and administrative expenses increased primarily reflecting higher compensation expenses and advertising expenses.

Previous wording

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 wording

AmeriGas Propane earnings before interest expense and income taxes increased $2 during the 2026 three-month period, representing the increase in operating income ($2).

Previous 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.

Current wording

Our consolidated interest expense during the 2026 three-month period was $111 compared to $102 during the 2025 three-month period. The increase in interest expense reflects the effects of higher average long-term debt outstanding at Utilities, partially offset by lower average credit agreement borrowings at UGI International and lower average long-term debt outstanding at AmeriGas Propane during the 2026 three-month period.

Previous 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.

Current wording

Temperatures in Gas Utility’s service territories during the 2026 six-month period were 11.0% colder than normal and 10.7% colder than the prior-year period. Gas Utility core market volumes increased 6% during the 2026 six-month period, principally reflecting the impact from the colder weather compared to the prior-year period. Total Gas Utility volume increased 2% during the 2026 six-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 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.

Current wording

Utilities total margin increased $51 during the 2026 six-month period, primarily reflecting higher Gas Utility total margin ($49). The increase in Gas Utility total margin principally reflects the increase in the PA Gas Utility base rates, effective October 2025 and the higher core market volumes, partially offset by the effects of the weather normalization adjustments. Electric Utility margin was comparable to the prior-year period.

Previous 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.

Current wording

Midstream & Marketing cost of sales increased $186 during the 2026 six-month period, primarily reflecting higher natural gas costs ($175) related to the previously mentioned natural gas marketing activities.

Previous wording

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 wording

Midstream & Marketing earnings before interest expense and income taxes during the 2026 six-month period decreased $11 compared to the prior-year period, representing the decrease in operating income ($13), partially offset by slightly higher income from equity investees ($2).

Previous 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.

Current wording

Average temperatures during the 2026 six-month period were 3.5% warmer than normal and 2.2% warmer than the prior-year period. Total LPG retail gallons sold during the 2026 six-month period decreased 9% compared to the prior-year period, largely attributable to the impacts from the divestitures of certain non-core LPG businesses, lower crop drying campaigns, continued structural conservation and the impact from the warmer weather, partially offset by higher residential volumes sold.

Previous 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).

Current wording

Average wholesale prices for propane and butane during the 2026 six-month period in northwest Europe were approximately 15.3% and 13.7% lower, respectively, compared with the prior-year period. UGI International revenues and cost of sales decreased $92 and $108, respectively, during the 2026 six-month period compared to the prior-year period. The decrease in revenues was primarily attributable to the lower LPG retail volumes sold and lower LPG prices, partially offset by the translation effects of the stronger foreign currencies (approximately $108). 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 $55).

Previous 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.

Current wording

UGI International total margin increased $16 during the 2026 six-month period, primarily reflecting the translation effects of the stronger foreign currencies (approximately $53) and, to a lesser extent, the effects of higher average unit margins in the 2026 six-month period, substantially offset by the lower LPG retail volumes sold.

Previous 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.

Current wording

UGI International earnings before interest expense and income taxes increased $3 during the 2026 six-month period. This increase largely reflects the $18 increase in operating income, substantially offset by higher realized losses on foreign currency exchange contracts ($15) 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 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 wording

Average temperatures during the 2026 six-month period were 0.9% warmer than normal and 0.4% colder than the prior-year period. Total retail gallons sold decreased 3% compared to the prior-year period as the effects of colder weather in the Eastern U.S. were more than 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.

Previous wording

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 wording

AmeriGas Propane total margin increased $4 during the 2026 six-month period as the impact from higher average retail propane unit margins ($25) was largely offset by the lower retail propane volumes sold ($18) and lower fee income ($4).

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 $1.6 billion at both December 31, 2025 and 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 $2.1 billion and $1.6 billion at March 31, 2026 and September 30, 2025, respectively.

Previous 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.

Current wording

As of March 31, 2026, “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 April 1, 2026 through June 30, 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 March 31, 2026, the Company had $151 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

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.

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 $494 at March 31, 2026, compared with $335 at September 30, 2025. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, at March 31, 2026 and September 30, 2025, UGI had $334 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, 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.

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.

Previous 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.

Current wording

As of March 31, 2026, an early conversion condition associated with the market price of the Company’s common stock was met. Accordingly, pursuant to the indenture, the UGI Corporation Senior Notes are convertible at the option of the noteholders, in whole or in part, from April 1, 2026 through June 30, 2026.