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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2025
  
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Pennsylvania 1-11071 23-2668356
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

500 North Gulph Road, King of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 337-1000
Not Applicable
Former Name or Former Address, if Changed Since Last Report

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, without par value
UGI
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02 Results of Operations and Financial Condition.
On May 7, 2025, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 8, 2025, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended March 31, 2025.
Presentation materials containing certain historical and forward-looking information relating to the Company (the “Presentation Materials”) have been made available on the Company’s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
 
99.1
99.2
104 Cover Page Interactive Data File (formatted as inline XBRL)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
UGI Corporation
May 8, 2025 By: /s/ Sean P. O'Brien
Name: Sean P. O'Brien
Title: Chief Financial Officer



EX-99.1 2 ugimar2025ex991.htm EX-99.1 Document



ugia05a.jpg    Press Release


UGI Reports Second Quarter Results and Increases Fiscal 2025 Guidance
May 7, 2025
VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) today reported financial results for the fiscal quarter ended March 31, 2025.

HIGHLIGHTS
•Q2 GAAP diluted EPS of $2.19 and adjusted diluted EPS of $2.21 compared to GAAP diluted EPS of $2.30 and adjusted diluted EPS of $1.97 in the prior-year period.
•Year-to-date GAAP diluted EPS of $3.93 and adjusted diluted EPS of $3.58 compared to GAAP diluted EPS of $2.74 and adjusted diluted EPS of $3.16 in the prior-year period.
•Year-to-date reportable segments earnings before interest expense and income taxes1 ("EBIT") of $1,112 million compared to $1,073 million in the prior-year period.
•Available liquidity of approximately $1.9 billion as of March 31, 2025.
•Increases Fiscal 2025 adjusted EPS guidance to a range of $3.00 - $3.152 per share.

"We delivered strong second quarter results with adjusted diluted EPS rising 12% year-over-year," said Bob Flexon, President and Chief Executive Officer. "Solid operational execution enabled us to effectively meet the higher demand from colder weather while maintaining cost efficiency. Our year-to-date results demonstrate the company's ability to meet evolving market conditions while maintaining our commitment to operational excellence and improving UGI's financial profile.

"Looking ahead, our natural gas businesses continue to be our primary growth engine, with strategic infrastructure investments predominantly in the regulated utilities businesses, driving rate base expansion. At AmeriGas, the redesign of our business processes and operational practices are underway, as we prioritize enhanced service quality that leads to higher levels of customer retention. Internationally, our disciplined approach is generating strong cash flows that support our corporate priorities. Through focused capital allocation, infrastructure modernization, and strategic portfolio optimization, we are well positioned to create incremental value for our stakeholders."

EARNINGS CALL AND WEBCAST
UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss the quarterly earnings and other current activities at 9:00 AM ET on Thursday, May 8, 2025. Interested parties may listen to the audio webcast both live and in replay on the Internet at https://www.ugicorp.com/investors/financial-reports/presentations or by visiting the company website https://www.ugicorp.com and clicking on Investors and then Presentations. A replay of the webcast will be available after the event through to 11:59 PM ET May 7, 2026.

CONTACT INVESTOR RELATIONS
Tel: +1 610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498

1


ABOUT UGI
UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.

Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.

USE OF NON-GAAP MEASURES
Management uses "adjusted net income attributable to UGI Corporation" and "adjusted diluted earnings per share," both of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP").

Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.

The tables on the last page of this press release reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above.

1 Reportable segments' EBIT represents an aggregate of our reportable operating segment level EBIT, as determined in accordance with GAAP.
2 Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile fiscal year 2025 adjusted diluted earnings per share, a non-GAAP measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules.


USE OF FORWARD-LOOKING STATEMENTS
This press release contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws.



2


SEGMENT RESULTS ($ in millions, except where otherwise indicated)

Utilities
For the fiscal quarter ended March 31, 2025 2024 (Decrease) Increase
Revenues $ 773  $ 646  $ 127  20  %
Total margin (a) $ 385  $ 363  $ 22  %
Operating and administrative expenses $ 103  $ 97  $ %
Operating income $ 240  $ 225  $ 15  %
Earnings before interest expense and income taxes $ 241  $ 226  $ 15  %
Gas Utility system throughput - billions of cubic feet
Core market 53  45  18  %
Total 128  121  %
Gas Utility degree days—% colder (warmer) than normal (b) 0.3  % (16.4) %
Capital expenditures $ 100  $ 91  $ 10  %

•Gas Utility service territory experienced temperatures that were 15% colder than the prior-year period.
•Core market volumes increased 18% largely due to colder than prior-year weather.
•Total margin increased $22 million primarily resulting from higher core market volumes and continued growth in core market customers, partially offset by the effects of the weather normalization adjustments.
•Operating and administrative expenses increased $6 million primarily reflecting, among other things, higher maintenance expenses and higher uncollectible accounts expenses.
•Operating income increased $15 million due to the higher total margin ($22 million), partially offset by higher operating and administrative expenses ($6 million) and increased depreciation expense ($3 million) from continued distribution system capital expenditure activity.



Midstream & Marketing
For the fiscal quarter ended March 31, 2025 2024 (Decrease) Increase
Revenues $ 587  $ 483  $ 104  22  %
Total margin (a) $ 202  $ 200  $ %
Operating and administrative expenses $ 31  $ 29  $ %
Operating income $ 151  $ 151  $ —  —  %
Earnings before interest expense and income taxes $ 154  $ 153  $ %
Heating degree days - % colder (warmer) than normal (b) 2.5  % (13.4) %
Capital expenditures $ 27  $ 33  $ (6) (18) %

•Temperatures were 15% colder than the prior-year period.
•Total margin increased $2 million largely due to higher margins from capacity management ($5 million) and gas marketing activities ($3 million), partially offset by lower midstream margins ($5 million) which arose mainly from lower natural gas gathering and processing activities and the absence of power generation margin associated with the sale of Hunlock Creek in September 2024.
•Operating income was consistent with the prior-year period as higher total margin ($2 million) was offset by increased operating and administrative expenses ($2 million).




3


UGI International
For the fiscal quarter ended March 31, 2025 2024 (Decrease) Increase
Revenues $ 650  $ 673  $ (23) (3) %
Total margin (a) $ 302  $ 305  $ (3) (1) %
Operating and administrative expenses (a) $ 142  $ 155  $ (13) (8) %
Operating income $ 139  $ 124  $ 15  12  %
Earnings before interest expense and income taxes $ 143  $ 131  $ 12  %
LPG retail gallons sold (millions) 213  221  (8) (4) %
Heating degree days - % (warmer) than normal (b) (2.2) % (13.2) %
Capital expenditures $ 17  $ 19  $ (2) (11) %

UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. Differences in these translation rates affect the comparison of line item amounts presented in the table above. 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-dollar translation rates were approximately $1.05 and $1.09, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.26 and $1.27, respectively.

•Temperatures were 2% warmer than normal and 10% colder than the prior-year period.
•Retail volumes were 4% lower than the prior-year period largely due to continued structural conservation and the absence of certain customers who previously converted from natural gas to LPG, substantially offset by the effects of colder weather.
•Total margin decreased $3 million primarily due to lower LPG volumes and the translation effects of the weaker foreign currencies (~$9 million), substantially offset by higher LPG unit margins.
•Operating and administrative expenses decreased $13 million reflecting lower personnel-related, maintenance and distribution expenses and the translation effects of the weaker foreign currencies (~$6 million).
•Operating income increased $15 million reflecting lower operating and administrative expenses ($13 million) and higher other operating income, partially offset by lower total margin ($3 million).
•Earnings before interest expense and income taxes increased $12 million due to the higher operating income, partially offset by lower realized gains on foreign currency exchange contracts ($3 million).


AmeriGas Propane
For the fiscal quarter ended March 31, 2025 2024 (Decrease) Increase
Revenues $ 848  $ 795  $ 53  %
Total margin (a) $ 446  $ 433  $ 13  %
Operating and administrative expenses $ 257  $ 258  $ (1) —  %
Operating income / earnings before interest expense and income taxes $ 154  $ 138  $ 16  12  %
Retail gallons sold (millions) 269  261  %
Heating degree days - % colder (warmer) than normal (b) 2.8  % (8.6) %
Capital expenditures $ 16  $ 24  $ (8) (33) %
•Temperatures were 3% colder than normal and 11% colder than the prior-year period.
•Retail gallons increased 3% due to the impact of the colder weather, partially offset by the effect of net customer attrition.
•Total margin increased $13 million due to higher LPG volumes and increased LPG unit margins ($7 million), partially offset by lower fee income ($4 million) primarily attributable to lower fuel recovery fee and tank rental income.
•Operating income increased $16 million largely reflecting increased total margin ($13 million) and higher gain from asset sales ($4 million).








(a)Total margin represents total revenue less total cost of sales. In the case of Utilities, total margin is also reduced by certain revenue-related taxes.
(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data.

4


REPORT OF EARNINGS – UGI CORPORATION
(Millions of dollars, except per share)
(Unaudited)
  Three Months Ended
March 31,
Six Months Ended
March 31,
Twelve Months Ended
March 31,
  2025 2024 2025 2024 2025 2024
Revenues:
Utilities $ 773  $ 646  $ 1,258  $ 1,139  $ 1,717  $ 1,627 
Midstream & Marketing 587  483  954  877  1,446  1,417 
UGI International 650  673  1,288  1,398  2,169  2,538 
AmeriGas Propane 848  795  1,475  1,424  2,322  2,372 
Corporate & Other (a) (192) (130) (279) (250) (336) (303)
Total revenues $ 2,666  $ 2,467  $ 4,696  $ 4,588  $ 7,318  $ 7,651 
Earnings before interest expense and income taxes:
Utilities 241  226  $ 382  $ 361  $ 421  $ 393 
Midstream & Marketing 154  153  249  255  307  334 
UGI International 143  131  253  248  328  288 
AmeriGas Propane 154  138  228  209  161  229 
Total reportable segments 692  648  1,112  1,073  1,217  1,244 
Corporate & Other (a) 81  103  (124) (217) (779)
Total earnings before interest expense and income taxes 696  729  1,215  949  1,000  465 
Interest expense:
Utilities (25) (24) (51) (47) (97) (87)
Midstream & Marketing (12) (9) (24) (20) (45) (43)
UGI International (11) (11) (21) (22) (43) (43)
AmeriGas Propane (37) (40) (70) (81) (145) (162)
Corporate & Other, net (a) (17) (16) (38) (30) (68) (59)
Total interest expense (102) (100) (204) (200) (398) (394)
Income before income taxes 594  629  1,011  749  602  71 
Income tax expense (115) (133) (157) (159) (69) (139)
Net income (loss) attributable to UGI Corporation $ 479  $ 496  $ 854  $ 590  $ 533  $ (68)
Earnings (loss) per share attributable to UGI shareholders:
Basic $ 2.23  $ 2.36  $ 3.97  $ 2.81  $ 2.49  $ (0.32)
Diluted $ 2.19  $ 2.30  $ 3.93  $ 2.74  $ 2.46  $ (0.32)
Weighted Average common shares outstanding (thousands):
Basic 214,976  209,826  214,965  209,789  213,897  210,347 
Diluted 218,944  215,245  217,331  215,393  216,319  210,347 
Supplemental information:
Net income (loss) attributable to UGI Corporation:
Utilities $ 166  $ 155  $ 255  $ 241  $ 251  $ 236 
Midstream & Marketing 150  120  239  212  265  262 
UGI International 93  91  193  174  281  209 
AmeriGas Propane 25  37  (21) 53  (97)
Total reportable segments 434  403  666  680  700  709 
Corporate & Other (a) 45  93  188  (90) (167) (777)
Total net income (loss) attributable to UGI Corporation $ 479  $ 496  $ 854  $ 590  $ 533  $ (68)

(a)    Corporate & Other includes specific items attributable to our reportable segments that are not included in profit measures used by our Chief Operating Decision Maker in assessing our reportable segments' performance or allocating resources. These specific items are shown in the section titled "Non-GAAP Financial Measures - Adjusted Net Income (Loss) Attributable to UGI and Adjusted Diluted Earnings Per Share" below. Corporate & Other also includes the elimination of certain intercompany transactions.

5


Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share.

The following tables reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to previously:
Three Months Ended
March 31,
Six Months Ended
March 31,
Twelve Months Ended
March 31,
2025 2024 2025 2024 2025 2024
Adjusted net income attributable to UGI Corporation (millions):
Net income (loss) attributable to UGI Corporation $ 479  $ 496  $ 854  $ 590  $ 533  $ (68)
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $15, $19, $29, $1, $45 and $11, respectively)
(5) (110) (69) (33) (96) (42)
Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(3), $0, $3, $(6), $0 and $(3), respectively)
10  (1) (6) 13 
Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $0, $0, $0, $0, $(3), and $4, respectively)
—  —  —  —  192  660 
Loss on extinguishment of debt (net of tax of $0, $0, $0, $0, $(3) and $(2), respectively)
—  —  —  — 
Impairment of equity method investments and assets (net of tax of $0, $(2), $0, $(2), $(1) and $(2), respectively)
—  —  25 
Business transformation expenses (net of tax of $0, $0, $0, $0, $0, and $(2), respectively)
—  —  —  —  — 
Costs associated with exit of the UGI International energy marketing business (net of tax of $0, $(1), $0, $(14), $(1) and $(17), respectively)
—  —  66  77 
AmeriGas operations enhancement for growth project (net of tax of $0, $(1), $0, $(3), $(3) and $(6), respectively)
—  —  10  18 
Restructuring costs (net of tax of $0, $(9), $0, $(10), $(10) and $(10), respectively)
—  27  —  30  26  30 
Net gain on sale of UGI headquarters building (net of tax of $0, $0, $0, $0, $0 and $4, respectively)
—  —  —  —  —  (10)
Loss on disposal of UGID (net of tax of $0, $0, $0, $0, $(11), and $0, respectively)
—  —  —  —  55  — 
Total adjustments (1) (73) (75) 91  223  753 
Adjusted net income attributable to UGI Corporation $ 484  $ 423  $ 779  $ 681  $ 756  $ 685 
Adjusted diluted earnings per share:
UGI Corporation earnings (loss) per share — diluted (2) $ 2.19  $ 2.30  $ 3.93  $ 2.74  $ 2.46  $ (0.32)
Net gains on commodity derivative instruments not associated with current-period transactions (0.03) (0.50) (0.32) (0.16) (0.44) (0.29)
Unrealized losses (gains) on foreign currency derivative instruments 0.05  —  (0.03) 0.06  0.01  0.02 
Loss associated with impairment of AmeriGas Propane goodwill —  —  —  —  0.89  3.14 
Loss on extinguishment of debt —  —  —  —  0.03  0.03 
Impairment of equity method investments and assets —  0.02  —  0.02  0.12  0.02 
Business transformation expenses —  —  —  —  —  0.02 
Costs associated with the exit of the UGI International energy marketing business —  —  —  0.31  0.01  0.37 
AmeriGas operations enhancement for growth project —  0.02  —  0.05  0.04  0.09 
Restructuring costs —  0.13  —  0.14  0.12  0.14 
Net gain on sale of UGI headquarters building —  —  —  —  —  (0.05)
Loss on disposal of UGID —  —  —  —  0.25  — 
Total adjustments (2) 0.02  (0.33) (0.35) 0.42  1.03  3.49 
Adjusted diluted earnings per share (2) $ 2.21  $ 1.97  $ 3.58  $ 3.16  $ 3.49  $ 3.17 
(1)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
(2)The loss per share for the twelve months ended March 31, 2024, was determined excluding the effect of 5.76 million dilutive shares as the impact of such shares would have been antidilutive to the net loss for the period. Adjusted earnings per share for the twelve months ended March 31, 2024, was determined based upon fully diluted shares of 216.11 million.
6
EX-99.2 3 q2fy25earningspresentati.htm EX-99.2 q2fy25earningspresentati
Fiscal 2025 Second Quarter Earnings Presentation May 8, 2025


 
About This Presentation 2 This presentation contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. We undertake no obligation (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws. Management uses “adjusted net income attributable to UGI Corporation”, “adjusted diluted earnings per share (“EPS”)”, “UGI Corporation Free Cash Flow”, and “UGI Corporation Adjusted Earnings before interest, taxes, depreciation and amortization (“EBITDA”)”, all of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. The tables in the Appendix reconcile adjusted diluted earnings per share (EPS), adjusted net income attributable to UGI Corporation, UGI Corporation Free Cash Flow and UGI Corporation adjusted EBITDA to their nearest GAAP measures.


 
Bob Flexon President & Chief Executive Officer Sean O’Brien Chief Financial Officer


 
Robust Performance across Key Financial Metrics Year-to-date (YTD) signifies 6-month period ending March 31, 2025. 1. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. 2. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile fiscal year 2025 adjusted diluted earnings per share, a non-GAAP measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. 3. Reportable Segments EBIT stands for UGI Corporation’s Earnings before interest expense and income taxes excluding EBIT related to Corporate & Other. 4. Available liquidity is comprised of cash and cash equivalents and available borrowing capacity on revolving credit facilities. 5. Leverage defined as net debt to Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Metric differs from relevant debt agreement due to cash eligibility within Net debt and other adjustments. Leverage under the relevant debt agreement is 4.0x. 4 YTD FY25 GAAP diluted EPS of $3.93 vs. $2.74 in YTD FY24 YTD Adjusted Diluted EPS1 $3.16 $3.58 YTD FY24 YTD FY25 141 years of consecutively paying dividends UGI Corporation leverage5 at 3.8x as of March 31, 2025 $1.9 billion in available liquidity4 as of March 31, 2025 Solid operational execution driving EBIT growth across all reportable segments3 Increases Fiscal 2025 adjusted EPS guidance to a range of $3.00 - $3.15 per share2


 
Operational execution Financial performance Q2 FY25 Highlights 1. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. 2. Reportable Segments EBIT stands for UGI Corporation’s Earnings before interest expense and income taxes excluding EBIT related to Corporate & Other. 3. OPEX stands for Operating & Administrative Expenses. 5 Q2 FY25 GAAP diluted EPS of $2.19 vs. $2.30 in Q2 FY24 Adjusted Diluted EPS1: $2.21 Reportable Segment EBIT2: $692 million 12% increase compared to Q2 F24 7% increase compared to Q2 F24 Reportable segment OPEX3: $533 millionCapital Expenditure: $160 million $6 million decrease compared to Q2 F2479% in Natural Gas ❑ Strong operational performance as our teams effectively capitalized on increased demand driven by colder weather conditions ❑ Successfully completed construction of the Manning LNG facility, doubling its capacity to 20,000 dth/day ❑ Added 6,600+ residential heating and commercial customers at the Utilities in YTD FY25


 
Increasing our FY25 Guidance 6 Given the strong FY25 YTD performance, we have increased our guidance for adjusted diluted EPS 1. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile fiscal year 2025 adjusted diluted earnings per share, a non-GAAP measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. $2.75 $3.05 $3.00 $3.15 • Colder than normal weather in Q2 FY25 • Operational improvement at AmeriGas • Lower impact from the facility damage at UGI International Original FY25 Adjusted Diluted EPS Guidance1 (November 21, 2024) Revised FY25 Adjusted Diluted EPS Guidance1 (May 7, 2025)


 
Financial Results


 
$138 $154 $131 $143 $153 $154 $226 $241 Q2 FY24 Q2 FY25 Q2 FY25 Financial Results Q2 FY25 GAAP diluted EPS of $2.19 vs. $2.30 in Q2 FY24 Q2 FY25 Adjusted Diluted EPS – Comparison with Q2 FY241 Q2 FY25 EBIT Comparison with Q2 FY242 $648 $692 1. Adjusted diluted EPS is a non-GAAP measure. See Appendix for reconciliation. 2. Excludes Corporate and Other. Utilities Midstream & Marketing UGI International AmeriGas Propane 8 ($ in million) $1.97 $0.04 $0.13 $0.00 ($0.06) $0.13 $2.21 Q2 FY24 Adj. Diluted EPS Utilities Midstream & Marketing UGI International AmeriGas Propane Corporate & Other Q2 FY25 Adj. Diluted EPS


 
Q2 FY25 Segment Results Recap – Natural Gas Q2 FY25 EBIT - Comparison with Q2 FY24 ($ in million) Utilities Midstream & Marketing Weather Total margin represents total revenue less total cost of sales. In the case of Utilities, the total margin is also reduced by certain revenue-related taxes. OPEX stands for Operating & Administrative Expenses, and D&A stands for Depreciation and Amortization. 1. Power generation asset (Hunlock Creek) divested in September 2024. Key Drivers • Gas Utility core market volumes increased 18% principally reflecting the impact from the significantly colder weather • Higher margin primarily resulting from higher core market volumes, partially offset by the effects of the weather normalization adjustments • Higher OPEX reflects, among other things, higher maintenance expense and slightly higher uncollectible accounts expenses • Higher D&A expense reflects the effects of continued distribution system capital expenditure activity 0.3% 15.1% Vs. Normal Vs. PY Increase Decrease WarmerColder Weather Key Drivers • Higher total margin due to increased margins from capacity management ($5 million) and natural gas marketing activities ($3 million), largely offset by lower midstream margins ($5 million) and the absence of margin from power generation1 2.5% 14.9% Vs. Normal Vs. PY Q2 FY24 EBIT Q2 FY25 EBIT Total Margin OPEX D&A Other Q2 FY24 EBIT Q2 FY25 EBIT Total Margin OPEX D&A Other 9 $226 $22 ($6) ($3) $2 $241 $153 $2 ($2) $2 ($1) $154


 
Q2 FY25 Segment Results Recap – Global LPG Q2 FY25 EBIT - Comparison with Q2 FY24 ($ in million) UGI International AmeriGas Propane Weather Key Drivers • Total LPG retail gallons sold were 4% lower largely due to continued structural conservation and the absence of customers who previously converted from natural gas, substantially offset by the impact from the colder weather • Total margin decrease primarily reflecting lower LPG retail volumes sold and the translation effects of the weaker foreign currencies ($9 million), substantially offset by higher LPG unit margin • Lower OPEX primarily reflects lower personnel, maintenance and distribution expenses, and the translation effects of the weaker foreign currencies ($6 million), partially offset by the effects of inflationary increases Increase Decrease WarmerColder Weather Key Drivers • Retail gallons sold increased 3% primarily due to the impact from the colder weather, partially offset by continuing customer attrition • Total margin increased reflecting higher retail volumes sold ($12 million) and higher average retail propane unit margins ($7 million), partially offset by lower fee income ($4 million) • Increased other income largely due to higher gains on tank sales 2.2% 10.4% Vs. Normal Vs. PY 2.8% 10.5% Vs. Normal Vs. PY Q2 FY24 EBIT Q2 FY25 EBIT Total Margin OPEX D&A Other Q2 FY24 EBIT Q2 FY25 EBIT Total Margin OPEX D&A Other 10 Total margin represents total revenue less total cost of sales. OPEX stands for Operating & Administrative Expenses, and D&A stands for Depreciation and Amortization. $138 $13 $1 ($1) $3 $154 $131 ($3) $13 $0 $2 $143


 
Liquidity and Balance Sheet Update 1. Free cash flow is a non-GAAP measure calculated as Net Cash from Operating Activities less Capital Expenditure. See Appendix for reconciliation. 2. Leverage defined as net debt to Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Metric differs from relevant debt agreement due to cash eligibility within Net debt and other adjustments. Leverage under the relevant debt agreement is 4.0x. 3. As of March 31, 2025. Long-term debts with maturities of less than $10 million in a particular year have not been represented in the chart. ❑ $1.9 billion in available liquidity, comprising cash and cash equivalents and available borrowing capacity on revolving credit facilities, as of March 31, 2025 ❑ 55% increase in YTD free cash flow1 generated year-over-year as of March 31, 2025 ❑ Leverage at UGI Corporation was 3.8x2 as of March 31, 2025 UGI Corporation Long-Term Debt Maturities ($ in million)3Available Liquidity ($ in billion) $0.3 $0.2 $0.2 $0.2 $0.4 $1.4 $1.7 $1.3 $1.3 $1.5 $1.7 $1.9 $1.5 $1.5 $1.9 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Cash and cash equivalents Available borrowing capacity 11 $664 $712 $493 $327 $436 $789 $283 $66 $40 $1,678 $1,100 $243 FY26 FY27 FY28 FY29-54 AmeriGas Propane UGI International Midstream & Marketing Utilities UGI Corporation


 
Key Takeaways 12 n Improved financial profile Portfolio optimization Talent and culture Operating model and processes Performance at AmeriGas Propane Strong operational execution and business process improvements yielding measurable results Consistent cost discipline driving margin expansion Improved free cash flow generation Continued balance sheet improvement, leading to future flexibility Profitable growth: creating value for shareholders FY25 Priorities


 
Q & Q A


 
APPENDIX


 
Our Natural Gas Businesses 15 Utilities Segment Midstream & Marketing Segment • ~$4.2 billion rate base1 • 2nd largest regulated gas utility in Pennsylvania (PA)2 • Largest regulated gas utility in West Virginia (WV)2 • Weather normalization promotes earnings stability • Authorized gas ROEs of 10.15% (DSIC3) in PA and 9.75% (IREP3) in WV • Expected rate base growth of 9%+ (FY24 – 27)4 • Full suite of midstream services and gas marketing on 47 gas utility systems and 20 electric utility systems • LNG Peaking • Pipeline and Gathering Capacity (~4,600,000 Dth/day)1 • Underground Natural Gas Storage (15,000,000 Dth)1 • Gathering services • Significant strategic assets in the Marcellus Shale / Utica production area • 81% fee-based income, including minimum volume commitments and take or pay arrangements1 1. As of September 30, 2024. 2. Based on total customers. 3. DSIC stands for Distribution System Improvement Charge and IREP stands for Infrastructure Replacement and Expansion Program. 4. The forward-looking information used on this slide is for illustrative purposes only. Actual results may differ substantially from the information presented.


 
Our Global LPG Businesses UGI International Segment AmeriGas Propane Segment • LPG distribution in 16 countries in Europe through 6 well-known brands o Largest LPG distributor1,2 in France, Austria, Belgium, Denmark and Luxembourg; among the largest distributors of LPG1,2 in Hungary, Norway, Poland, the Czech Republic, Slovakia, the Netherlands, Sweden and Finland • Strategically located supply assets; ownership interests in 8 primary storage facilities and 65+ secondary storage facilities • Largest retail LPG distributor in the US1,2 with broad geographic footprint serving all 50 states • Serving 1.1+ million customers through ~1,360 retail distribution locations2 • Significant supply and transportation network across the nation 1. Based on the volume of propane gallons distributed annually. 2. As of September 30, 2024 16


 
Q2 and YTD FY25 Adjusted Diluted Earnings per Share (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. 17 Q2 FY25 Q2 FY24 YTD FY25 YTD FY24 Utilities $0.76 $0.72 $1.17 $1.12 Midstream & Marketing 0.69 0.56 1.10 0.98 UGI International 0.42 0.42 0.89 0.81 AmeriGas Propane 0.11 0.17 (0.10) 0.25 Corporate & Other (a) 0.21 0.43 0.87 (0.42) Diluted earnings per share 2.19 2.30 3.93 2.74 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (0.03) (0.50) (0.32) (0.16) Unrealized losses (gains) on foreign currency derivative instruments 0.05 — (0.03) 0.06 AmeriGas operations enhancement for growth project — 0.02 — 0.05 Restructuring costs — 0.13 — 0.14 Costs associated with exit of UGI International energy marketing business — — — 0.31 Impairment of assets — 0.02 — 0.02 Total adjustments (a) 0.02 (0.33) (0.35) 0.42 Adjusted diluted earnings per share $2.21 $1.97 $3.58 $3.16


 
Q2 and YTD FY25 Adjusted Net Income (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates. 18 ($ in Million) Q2 FY25 Q2 FY24 YTD FY25 YTD FY24 Utilities $166 $155 $255 $241 Midstream & Marketing 150 120 239 212 UGI International 93 91 193 174 AmeriGas Propane 25 37 (21) 53 Corporate & Other (a) 45 93 188 (90) Net income attributable to UGI Corporation 479 496 854 590 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $15, $19, $29 and $1, respectively) (5) (110) (69) (33) Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(3), $0, $3 and $(6), respectively) 10 (1) (6) 13 AmeriGas operations enhancement for growth project (net of tax of $0, $(1), $0 and $(3), respectively) — 5 — 10 Restructuring costs (net of tax of $0, $(9), $0 and $(10), respectively) — 27 — 30 Costs associated with exit of UGI International energy marketing business (net of tax of $0, $(1), $0 and $(14), respectively) — 1 — 66 Impairment of assets (net of tax of $0, $(2), $0 and $(2), respectively) — 5 — 5 Total adjustments (a) (b) 5 (73) (75) 91 Adjusted net income attributable to UGI Corporation $484 $ 423 $779 $681


 
Q2 FY25 Segment Reconciliation (GAAP) 1. For US GAAP purposes, certain revenue-related taxes within our Utilities segment are included in “Operating and administrative expenses” above. Such costs reduce margin for Management’s Results of Operations reported in our periodic filings. All non-GAAP adjustments are recorded at Corporate and Other. As a result, GAAP and non-GAAP earnings from each reportable segment – Utilities, Midstream & Marketing, UGI International and AmeriGas Propane – are the same. 19 ($ in Million) Total Utilities Midstream & Marketing UGI International AmeriGas Propane Corp & Other Revenues $2,666 $773 $587 $650 $848 $(192) Cost of sales (1,301) (378) (385) (348) (402) 212 Total margin $1,365 $395 $202 $302 $446 $20 Operating and administrative expenses (546) (113) (31) (142) (257) (3) Depreciation and amortization (138) (44) (20) (29) (45) — Other operating income (expense), net 19 2 — 8 10 (1) Operating income 700 240 151 139 154 16 Income (loss) from equity investees 3 — 3 — — — Other non-operating income (expense), net (7) 1 — 4 — (12) Earnings before income taxes and interest expense 696 241 154 143 154 4 Interest expense (102) (25) (12) (11) (37) (17) Income (loss) before income taxes 594 216 142 132 117 (13) Income tax (expense) benefit (115) (50) 8 (39) (92) 58 Net income attributable to UGI Corporation $479 $166 $150 $93 $25 $45 1 1


 
Q2 FY25 UGI Corporation Adjusted EBITDA (non-GAAP) 20 Year Ended September 30, Six Months Ended March 31, ($ in Million) 2022 2023 2024 LTM MAR'24 LTM MAR'25 2023 2024 2025 Net income (loss) including noncontrolling interests $1,073 $(1,502) $269 $(68) $533 $(844) $590 $854 Income taxes 313 (335) 71 139 69 (315) 159 157 Interest expense 329 379 394 394 398 185 200 204 Depreciation and amortization 518 532 511 544 552 263 275 276 EBITDA 2,233 (926) 1,285 1,009 1,552 (711) 1,224 1,491 Unrealized losses (gains) on commodity derivative instruments (598) 1,644 (77) (53) (141) 1,663 (34) (98) Unrealized losses (gains) on foreign currency derivative instruments (50) 38 31 7 3 50 19 (9) Loss on extinguishments of debt 11 9 9 9 9 — — — Acquisition and integration expenses associated with the Mountaineer Acquisition 2 — — — — — — — Business transformation expenses 9 10 — 6 — 4 — — Impairments of equity method investments and assets 35 — 33 7 26 — 7 — Restructuring costs 29 — 76 40 36 — 40 — Loss associated with impairment of AmeriGas Propane goodwill — 656 195 656 195 — — — Costs associated with exit of the UGI International energy marketing business 5 248 84 94 4 234 80 — Net gain on sale of UGI headquarters building — (14) — (14) — — — — AmeriGas operations enhancement for growth project 5 24 25 24 12 13 13 — Loss on disposal of UGID — — 66 — 66 — — — Adjusted EBITDA $ 1,681 $ 1,689 $1,727 $ 1,785 $1,762 $ 1,253 $ 1,349 $ 1,384


 
YTD FY25 UGI Corporation Free Cash Flow (non-GAAP) 21 ($ in Million) YTD FY25 YTD FY24 Net Cash from operating activities $848 $641 Capital Expenditure (357) (325) Free Cash Flow $491 $316


 
Investor Relations: Tameka Morris morrista@ugicorp.com Arnab Mukherjee mukherjeea@ugicorp.com