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What changed in UGI CORP /PA/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of UGI CORP /PA/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+247 added−298 removedSource: 10-K (2025-11-21) vs 10-K (2024-11-26)

Top changes in UGI CORP /PA/'s 2025 10-K

247 paragraphs added · 298 removed · 196 edited across 5 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

36 edited+8 added−12 removed180 unchanged
Biggest changeMoreover, any inquiries or investigations, any other government actions or any actions by individuals may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention and subject us to remedies that may harm our business, including fines, demands or orders that we modify or cease existing business practices. 41 Table of Contents The provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), related regulations, and the rules adopted thereunder and other regulations, including the European Market Infrastructure Regulation (the “EMIR”), may have an adverse effect on our ability to use derivative instruments to hedge risks associated with our business.
Biggest changeMoreover, any inquiries or investigations, any other government actions or any actions by individuals may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention and subject us to remedies that may harm our business, including fines, demands or orders that we modify or cease existing business practices.
Failure to eliminate or manage the constraints in the supply chain may impact the availability of items that are necessary to support normal operations as well as materials that are required for continued infrastructure growth, including the replacement of end-of-life assets. Moreover, inflation has been and continues to be an area of increasing economic concern, both domestically and internationally.
Failure to eliminate or manage constraints in the supply chain may impact the availability of items that are necessary to support normal operations as well as materials that are required for continued infrastructure growth, including the replacement of end-of-life assets. Moreover, inflation has been and continues to be an area of increasing economic concern, both domestically and internationally.
For more information on these risks, please refer to the following risk factors included elsewhere in this section: • “Energy efficiency and technology advances, as well as price induced customer conservation, may result in reduced demand for our energy products and services”; • “Our operations may be adversely affected by competition from other energy sources”; • “Our need to comply with, and respond to, industry-wide changes resulting from, comprehensive, complex, and sometimes unpredictable governmental regulations, including regulatory initiatives aimed at increasing competition 33 Table of Contents within our industry, may increase our costs and limit our revenue growth, which may adversely affect our operating results”; • “Our operations, financial results and cash flows may be adversely affected by existing and future global climate change laws and regulations, including with respect to GHG emission restrictions, as well as market responses thereto”; and • “We are subject to operating and litigation risks that may not be covered by insurance”.
For more information on these risks, please refer to the following risk factors included elsewhere in this section: • “Energy efficiency and technology advances, as well as price induced customer conservation, may result in reduced demand for our energy products and services”; • “Our operations may be adversely affected by competition from other energy sources”; 31 Table of Contents • “Our need to comply with, and respond to, industry-wide changes resulting from, comprehensive, complex, and sometimes unpredictable governmental regulations, including regulatory initiatives aimed at increasing competition within our industry, may increase our costs and limit our revenue growth, which may adversely affect our operating results”; • “Our operations, financial results and cash flows may be adversely affected by existing and future global climate change laws and regulations, including with respect to GHG emission restrictions, as well as market responses thereto”; and • “We are subject to operating and litigation risks that may not be covered by insurance”.
Additionally, we economically hedge the market risk associated with a substantial portion of our supply purchases using certain derivative instruments. Such changes in market prices of the aforementioned commodities could result in material exposures or significant concentrations of balances with derivative counterparties.
Additionally, we economically hedge the market risk associated with a portion of our supply purchases using certain derivative instruments. Such changes in market prices of the aforementioned commodities could result in material exposures or significant concentrations of balances with derivative counterparties.
In addition, the effectiveness of our internal controls could be adversely affected if we encounter unforeseen problems with respect to the operation of our information technology systems. 36 Table of Contents Moreover, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations, including the agreement to certain indemnification provisions by our insurance providers.
In addition, the effectiveness of our internal controls could be adversely affected if we encounter unforeseen problems with respect to the operation of our information technology systems. 34 Table of Contents Moreover, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as adequate for our operations, including the agreement to certain indemnification provisions by our insurance providers.
Nevertheless, the outbreak of war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners and customers in those markets, which could result in lost sales, supply shortages, commodity price fluctuations, increased costs, transportation logistics challenges, customer credit and liquidity issues, and lost efficiencies.
Nevertheless, the outbreak of war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners and customers in those markets, which 35 Table of Contents could result in lost sales, supply shortages, commodity price fluctuations, increased costs, transportation logistics challenges, customer credit and liquidity issues, and lost efficiencies.
Risks Relating to Our Supply Chain and Our Ability to Obtain Adequate Quantities of LPG We are dependent on our principal LPG suppliers, which increases the risks from an interruption in supply and transportation. During Fiscal 2024, AmeriGas Propane purchased approximately 87% of its propane needs from 20 suppliers.
Risks Relating to Our Supply Chain and Our Ability to Obtain Adequate Quantities of LPG We are dependent on our principal LPG suppliers, which increases the risks from an interruption in supply and transportation. During Fiscal 2025, AmeriGas Propane purchased approximately 87% of its propane needs from 20 suppliers.
Competition among these fuels is primarily a function of their comparative price and the relative cost and efficiency of fuel utilization equipment. There can be no assurance that our natural gas revenues will not be adversely affected by this competition. 35 Table of Contents The expansion, construction and development of our energy infrastructure assets subjects us to risks.
Competition among these fuels is primarily a function of their comparative price and the relative cost and efficiency of fuel utilization equipment. There can be no assurance that our natural gas revenues will not be adversely affected by this competition. The expansion, construction and development of our energy infrastructure assets subjects us to risks.
Our indebtedness may adversely affect our business, financial condition and operating results. Our debt agreements also contain covenants that restrict our operational flexibility. As of September 30, 2024, we had total indebtedness of approximately $7 billion.
Our indebtedness may adversely affect our business, financial condition and operating results. Our debt agreements also contain covenants that restrict our operational flexibility. As of September 30, 2025, we had total indebtedness of approximately $7 billion.
Regulatory requirements and an improvement in the economy could reduce the number of eligible drivers or require us to pay higher transportation fees as our transportation providers seek to pass on additional labor costs associated with attracting and retaining drivers. 38 Table of Contents Our profitability is subject to LPG pricing and inventory risk.
Regulatory requirements and an improvement in the economy could reduce the number of eligible drivers or require us to pay higher transportation fees as our transportation providers seek to pass on additional labor costs associated with attracting and retaining drivers. Our profitability is subject to LPG pricing and inventory risk.
In addition, if LPG prices decline significantly subsequent to customers signing up for a fixed-price program, there is a risk that customers will default on their commitments, adversely affecting our results of operations. Changes in commodity market prices may have a significant negative effect on our liquidity.
In addition, if LPG prices decline significantly subsequent to customers signing up for a fixed-price program, there is a risk that customers will default on their commitments, adversely affecting our results of operations. 36 Table of Contents Changes in commodity market prices may have a significant negative effect on our liquidity.
These developments could have a material adverse effect on our results of operations, financial results, valuation and useful life of assets, and cash flows. Changes in data privacy and data protection laws and regulations or any failure to comply with such laws and regulations, could adversely affect our business and financial results.
These developments could have a material adverse effect on our results of operations, financial results, valuation and useful life of assets, and cash flows. 38 Table of Contents Changes in data privacy and data protection laws and regulations or any failure to comply with such laws and regulations, could adversely affect our business and financial results.
Although we expect to continue to qualify as a non-financial counterparty under the EMIR, and thus not be required to post margin, we are currently subject to limited derivatives reporting requirements that could expand in the future, and may also be subject to increased regulatory requirements, including recordkeeping, marking to market, timely confirmations, portfolio reconciliation and dispute resolution procedures.
Although we expect to continue to qualify as a non-financial counterparty under the EMIR, and thus not be required to post margin, we are currently subject to limited derivatives reporting requirements that could expand in the future, and may also be 39 Table of Contents subject to increased regulatory requirements, including recordkeeping, marking to market, timely confirmations, portfolio reconciliation and dispute resolution procedures.
Moreover, if we discover additional contaminated sites, we could be required to incur material costs, which would reduce our net income. 40 Table of Contents We also may be unable to timely respond to changes within the energy and utility sectors that may result from regulatory initiatives to further increase competition within our industry.
Moreover, if we discover additional contaminated sites, we could be required to incur material costs, which would reduce our net income. We also may be unable to timely respond to changes within the energy and utility sectors that may result from regulatory initiatives to further increase competition within our industry.
Disruptions in supply in these geographic areas could also have an adverse impact on our earnings. Our international businesses are similarly dependent upon their LPG suppliers, with our businesses in Austria, the Czech Republic, Denmark, Finland, France and Poland purchasing more than 50% of their LPG needs from a single supplier.
Disruptions in supply in these geographic areas could also have an adverse impact on our earnings. Our international businesses are similarly dependent upon their LPG suppliers, with our businesses in Austria, Denmark, Finland and France purchasing more than 50% of their LPG needs from a single supplier.
We have opted to purchase insurance coverage for natural disasters and terrorist acts within our property and casualty insurance programs, but we can give no assurance that our insurance coverage would be adequate to fully compensate us for any losses to our business or property resulting from natural disasters or terrorist acts.
We have opted to purchase insurance coverage for natural disasters 40 Table of Contents and terrorist acts within our property and casualty insurance programs, but we can give no assurance that our insurance coverage would be adequate to fully compensate us for any losses to our business or property resulting from natural disasters or terrorist acts.
While we generally refer to our Utilities segment as our “regulated segment,” there are many governmental regulations that have an impact on all of our businesses.
While we 37 Table of Contents generally refer to our Utilities segment as our “regulated segment,” there are many governmental regulations that have an impact on all of our businesses.
We seek to grow our business through the expansion, construction and development of our energy infrastructure, including new pipelines, gathering systems, facilities and other assets.
We seek to grow our business through the expansion, construction and development of our energy infrastructure, including new pipelines, gathering 33 Table of Contents systems, facilities and other assets.
Failure to secure equipment, materials and other resources on economically acceptable terms may adversely impact our financial condition and results of operations. Current domestic and global supply chain issues are delaying the delivery, and in some cases resulting in shortages of, materials, equipment and other resources that are critical to our business operations.
Failure to secure equipment, materials and other resources on economically acceptable terms may adversely impact our financial condition and results of operations. Domestic and global supply chain issues could delay the delivery, and in some cases result in shortages of, materials, equipment and other resources that are critical to our business operations.
Volatility in credit and capital markets may create additional risks to our businesses in the future. We are exposed to financial market risk (including refinancing risk) resulting from factors beyond our control, including, among other things, commodity price volatility and changes in interest rates and conditions in the credit and capital markets.
We are exposed to financial market risk (including refinancing risk) resulting from factors beyond our control, including, among other things, commodity price volatility and changes in interest rates and conditions in the credit and capital markets.
Declines in the stock market and a low interest rate environment historically have resulted in a significant impact on our pension liability and funded status.
Declines in the stock market or bond market, and a low interest rate environment, may negatively impact our balance sheet and pension liability. Declines in the stock market and a low interest rate environment historically have resulted in a significant impact on our balance sheet and our pension liability and funded status.
Such measures might not be sufficient to enable us to service our indebtedness, and any such refinancing, restructuring or sale of assets might not be available on favorable terms or at all. 43 Table of Contents In addition, our debt agreements generally contain customary affirmative covenants, including, among others, covenants pertaining to the delivery of financial statements; certain financial covenants; notices of default and certain other material events; payment of obligations; preservation of corporate existence, rights, privileges, permits, licenses, franchises and intellectual property; maintenance of property and insurance and compliance with laws, as well as customary negative covenants, including, among others, limitations on the incurrence of liens, investments and indebtedness; mergers, acquisitions and certain other fundamental changes; transfers, leases or dispositions of assets outside the ordinary course of business; restricted payments; changes in our line of business; transactions with affiliates and burdensome agreements.
In addition, our debt agreements generally contain customary affirmative covenants, including, among others, covenants pertaining to the delivery of financial statements; certain financial covenants; notices of default and certain other material events; payment of obligations; preservation of corporate existence, rights, privileges, permits, licenses, franchises and intellectual property; maintenance of property and insurance and compliance with laws, as well as customary negative covenants, including, among others, limitations on the incurrence of liens, investments and indebtedness; mergers, acquisitions and certain other fundamental changes; transfers, leases or dispositions of assets outside the ordinary course of business; restricted payments; changes in our line of business; transactions with affiliates and burdensome agreements.
Unless we otherwise consent in writing, our Amended and Restated Bylaws designate a state court located in Montgomery County, Pennsylvania or, if no state court located within such county has jurisdiction over such action or proceeding, the federal United States District Court for the Eastern District of Pennsylvania, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against us and our directors and officers.
Declines in the stock or bond market and valuation of stocks or bonds, combined with low interest rates, could further impact our balance sheet and our pension liability and funded status and increase the amount of required contributions to our pension plans. 42 Table of Contents Unless we otherwise consent in writing, our Amended and Restated Bylaws designate a state court located in Montgomery County, Pennsylvania or, if no state court located within such county has jurisdiction over such action or proceeding, the federal United States District Court for the Eastern District of Pennsylvania, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against us and our directors and officers.
Changes in the costs of providing our energy products and services, including price increases in equipment and materials as well as increases in labor and distribution costs, have negatively impacted, and may continue to negatively impact, our financial condition and results of operations and/or result in corresponding price increases for the energy products and services we offer our customers. 39 Table of Contents Risks Relating to Government Regulation and Oversight Regulators may not approve the rates we request and existing rates may be challenged, which may adversely affect our results of operations.
Changes in the costs of providing our energy products and services, including price increases in equipment and materials as well as increases in labor and distribution costs, have negatively impacted, and may continue to negatively impact, our financial condition and results of operations and/or result in corresponding price increases for the energy products and services we offer our customers.
We seek trademark protection for our brands in each of our businesses, and we invest significant resources in developing our business brands. Failure to maintain our trademarks and brands could adversely affect our customer-facing businesses and our operational results. Declines in the stock market or bond market, and a low interest rate environment, may negatively impact our pension liability.
We seek trademark protection for our brands in each of our businesses, and we invest significant resources in developing our business brands. Failure to maintain our trademarks and brands could adversely affect our customer-facing businesses and our operational results.
In our Utilities segment, our distribution operations are subject to regulation by the PAPUC, WVPSC and MDPSC, depending on the state in which the operations are located. These regulatory bodies, among other things, approve the rates that Utilities may charge utility customers, thus impacting the returns that Utilities may earn on the assets that are dedicated to its operations.
These regulatory bodies, among other things, approve the rates that Utilities may charge utility customers, thus impacting the returns that Utilities may earn on the assets that are dedicated to its operations.
Violation of one or more of these laws, rules or regulations could lead to loss of import or export privileges, civil or criminal penalties for us or our employees, or potential reputational harm, which could have a material adverse impact on earnings, cash flows and financial condition. 37 Table of Contents The European energy crisis may create LPG commodity supply challenges and could negatively impact our business results.
Ensuring compliance with all relevant laws, rules and regulations is a complex task. Violation of one or more of these laws, rules or regulations could lead to loss of import or export privileges, civil or criminal penalties for us or our employees, or potential reputational harm, which could have a material adverse impact on earnings, cash flows and financial condition.
There can be no assurance that our customers will not experience financial difficulties in the future or that we will be able to collect all of our outstanding accounts receivable or notes receivable.
There can be no assurance that our customers will not experience financial difficulties in the future or that we will be able to collect all of our outstanding accounts receivable or notes receivable. Any such nonpayment by our customers could adversely affect our business. We are subject to operating and litigation risks that may not be covered by insurance.
In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing GHG emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.
These are risks arising from the shift to a lower-carbon economy, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing GHG emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.
Payments to us by our subsidiaries, in turn, depend upon their consolidated results of operations and cash flows.
Our ability to pay dividends on our Common Stock and to pay principal and accrued interest on our debt, if any, depends on the payment of dividends to us by our principal subsidiaries. Payments to us by our subsidiaries, in turn, depend upon their consolidated results of operations and cash flows.
The failure to successfully identify, complete, implement and manage business combinations, acquisitions, divestitures and investments intended to advance our business strategy could have an adverse impact on our business, cash flows, financial condition and results of operations. 34 Table of Contents Further, our long-term goal to grow our earnings per share is driven by disciplined investments and is impacted by, among other things, our ability to increase investments in our regulated utilities businesses and generate significant fee-based income in our Midstream and Marketing operations.
Further, our long-term goal to grow our earnings per share is driven by disciplined investments and is impacted by, among other things, our ability to increase investments in our regulated utilities businesses and generate significant fee-based income in our Midstream and Marketing operations.
The ability of our subsidiaries to make payments to us is also affected by the level of indebtedness of our subsidiaries, which is substantial, and the restrictions on payments to us imposed under the terms of such indebtedness. 44 Table of Contents Volatility in credit and capital markets may restrict our ability to grow, increase the likelihood of defaults by our suppliers and vendors, customers and counterparties and adversely affect our operating results.
The ability of our subsidiaries to make payments to us is also affected by the level of indebtedness of our subsidiaries, which is substantial, and the restrictions on payments to us imposed under the terms of such indebtedness.
In addition, we cannot be sure that these actions will be as successful in reducing our overall expenses as we expect or that we do not forego future business opportunities as a result of these actions.
In addition, we cannot be sure that these actions will be as successful in reducing our overall expenses as we expect or that we do not forego future business opportunities as a result of these actions. 32 Table of Contents The failure to successfully identify, complete, implement and manage business combinations, acquisitions, divestitures and investments intended to advance our business strategy could have an adverse impact on our business, cash flows, financial condition and results of operations.
The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations.
The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations. In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations, we may also be adversely impacted by other environmental factors and transition-related risks.
We have incurred and may continue to incur impairment charges on certain of our assets that could have a material impact on our results of operations. During the fourth quarter of Fiscal 2024, as part of its annual goodwill impairment assessment, the Company performed a quantitative assessment for its AmeriGas Propane reporting unit.
We have incurred and may continue to incur impairment charges on certain of our assets that could have a material impact on our results of operations. Our holding company structure could limit our ability to pay dividends or service debt. We are a holding company whose material assets are the stock of our subsidiaries.
Further, a lack of employee engagement could lead to loss of productivity and increased employee burnout, turnover, absenteeism, safety incidents as well as decreased customer satisfaction. Additionally, uncertainty as a result of our ongoing review of strategic alternatives could negatively impact our ability to recruit and retain key employees.
Further, a lack of employee engagement could lead to loss of productivity and increased employee burnout, turnover, absenteeism, safety incidents as well as decreased customer satisfaction. Portions of our workforce are represented by collective bargaining agreements, and disputes with labor unions or work stoppages could disrupt operations and adversely affect our business.
Removed
Ensuring compliance with all relevant laws, rules and regulations is a complex task.
Added
Risks Relating to Government Regulation and Oversight Regulators may not approve the rates we request and existing rates may be challenged, which may adversely affect our results of operations. In our Utilities segment, our distribution operations are subject to regulation by the PAPUC, WVPSC and MDPSC, depending on the state in which the operations are located.
Removed
The geopolitical situation in Europe during 2022 led to a sharp decrease in natural gas imports from Russia to Europe. This decrease resulted in a significant increase in natural gas prices in Europe.
Added
The provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), related regulations, and the rules adopted thereunder and other regulations, including the European Market Infrastructure Regulation (the “EMIR”), may have an adverse effect on our ability to use derivative instruments to hedge risks associated with our business.
Removed
Although the natural gas prices have declined from the unprecedented highs of 2022, in response to the significant price increases experienced, refineries still see an incentive to, and are substituting a portion of their natural gas refinery fuels with, LPG leading to a decrease in the availability of inland LPG as well as higher LPG costs.
Added
Such measures might not be sufficient to enable us to service our indebtedness, and any such refinancing, restructuring or sale of assets might not be available on favorable terms or at all.
Removed
In addition, gas processing plants supplying the United Kingdom and Norway markets are injecting LPG into the natural gas grid, decreasing the overall supply of LPG from the gas processing plants. In this context, LPG supply patterns are substantially changing with increased reliance on sea-imports and land logistics.
Added
Conversion of our convertible debt instruments could negatively affect our liquidity, dilute shareholders, or impact our financial position. We have outstanding convertible debt that noteholders may, subject to limited exceptions, seek to convert following a convertible event at a cash settlement price generally equal to the principal amount of the notes to be settled, plus accrued and unpaid interest.
Removed
We anticipate that the European energy crisis and the corresponding response by refineries and gas processing plants will continue in Fiscal 2025, leading to continued commodity supply challenges in some markets, higher commodity costs that may not be able to be absorbed by our customers, particularly in the Nordic countries and our Eastern European markets, and lower consumption by our customers, among other impacts, which could have a material adverse impact on our earnings, cash flows and overall financial condition.
Added
As of the date of this Report, no such convertible event is in effect; however, we cannot be certain 41 Table of Contents that such convertible event will not happen prior to our convertible debt’s maturity in 2028.
Removed
Any such nonpayment by our customers could adversely affect our business. 42 Table of Contents We are subject to operating and litigation risks that may not be covered by insurance.
Added
All conversions up to the aggregate principal amount will be settled in cash, and, for any excess, conversions will be settled in cash or shares of Common Stock in the discretion of the Company.
Removed
In addition, during the third quarter of Fiscal 2023, the Company identified interim impairment indicators related to goodwill within the AmeriGas Propane reporting unit and, as such, performed an interim impairment test of its goodwill as of May 31, 2023.
Added
A conversion could affect our business in the following ways: • Cash conversions could require substantial cash outflows that may limit our operational flexibility, particularly if multiple conversions occur simultaneously, as we may not have available cash or be able to obtain financing at the time we are required to settle the notes or pay the cash amounts due upon conversion; • Share conversions would dilute existing shareholders and could depress our stock price, particularly if multiple conversions occur simultaneously; • Third parties (such as governmental entities) and other debt agreements may restrict our ability to settle the notes or pay the cash amounts due upon conversion; • Failure to settle notes or pay the cash amounts due upon conversion when required will constitute a default under the indenture, which may trigger a default on other debt agreements thereby accelerating other debt payments to be paid in full, and we may not have sufficient funds to satisfy all amounts due; and • Our decision to settle conversions in the amount of any excess of the aggregate principal amount in cash or shares of Common Stock will be influenced by competing considerations, including preserving liquidity, minimizing dilution, maintaining credit metrics, and managing accounting impacts, and may negatively affect our financial position and liquidity.
Removed
Based on our evaluations in Fiscal 2024 and Fiscal 2023, the estimated fair value of the AmeriGas Propane reporting unit was determined to be less than its carrying value. As a result, the Company recorded a non-cash pre-tax goodwill impairment charge of $195 million and $656 million in Fiscal 2024 and Fiscal 2023, respectively.
Added
Volatility in credit and capital markets may restrict our ability to grow, increase the likelihood of defaults by our suppliers and vendors, customers and counterparties and adversely affect our operating results. Volatility in credit and capital markets may create additional risks to our businesses in the future.
Removed
The performance of the AmeriGas Propane reporting unit and the potential for future developments in the global economic environment, including the prospect of higher interest rates, introduces a heightened risk for additional impairment in the AmeriGas Propane reporting unit.
Removed
If there is continued deterioration in the results of operations, a portion or all of the remaining recorded goodwill for the AmeriGas Propane reporting unit, which was $1.2 billion as of September 30, 2024, could be subject to further impairment. Our holding company structure could limit our ability to pay dividends or service debt.
Removed
We are a holding company whose material assets are the stock of our subsidiaries. Our ability to pay dividends on our Common Stock and to pay principal and accrued interest on our debt, if any, depends on the payment of dividends to us by our principal subsidiaries.
Removed
Declines in the stock or bond market and valuation of stocks or bonds, combined with low interest rates, could further impact our pension liability and funded status and increase the amount of required contributions to our pension plans.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−1 removed5 unchanged
Biggest changeWe also have several working groups responsible for collaborating on cybersecurity policies and standards. The Global Chief Information Officer and the Global Chief Information Security Officer report to the SERC Committee quarterly on the Company’s cybersecurity program, and to the Board of Directors, as necessary.
Biggest changeThe Global Chief Information Officer and the Global Chief Information Security Officer report to the Audit Committee quarterly on the Company’s cybersecurity program, and to the Board of Directors, as necessary.
Our Information Security Program serves as the foundation of our cybersecurity program and our Acceptable Use Policy also provides governance in this area. We partner with other companies, industries and law enforcement to communicate information about the latest cybersecurity threats and leverage threat modeling insights.
Our Information Security Program serves as the foundation of our cybersecurity program and our Acceptable Use Policy and Information Security Program Policy also provides governance in this area. We partner with other companies, industries and law enforcement to communicate information about the latest cybersecurity threats and leverage threat modeling insights.
Removed
ITEM 1C. CYBERSECURITY The SERC Committee is responsible for reviewing the overall adequacy of, and providing oversight with respect to, the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training in light of applicable legal requirements and governmental and industry standards in the jurisdictions in which the Company and its subsidiaries conduct business.
Added
ITEM 1C. CYBERSECURITY The Audit Committee is responsible for reviewing periodically the effectiveness of the Company's information and technology security policies and the internal controls regarding information and technology security and cybersecurity. We also have several working groups responsible for collaborating on cybersecurity policies and standards.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeLEGAL PROCEEDINGS With the exception of those matters set forth in Note 16 to Consolidated Financial Statements included in Item 15 of this Report, no material legal proceedings are pending involving the Company, any of its subsidiaries, or any of their properties, and no such proceedings are known to be contemplated by governmental authorities other than claims arising in the ordinary course of business.
Biggest changeLEGAL PROCEEDINGS With the exception of those matters set forth in Note 16 to Consolidated Financial Statements included in Item 15 of this Report, no material legal proceedings are pending involving the Company, any of its subsidiaries, or any of their properties, and no such proceedings are known to be contemplated by governmental authorities other than claims arising in the ordinary course of business. 43 Table of Contents

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−1 removed1 unchanged
Biggest changeAs of September 30, 2024, the Company had 6.50 million shares of Common Stock available for repurchase through an extension of a previous share repurchase program announced by the Company on February 2, 2022. The Board of Directors authorized the repurchase of up to 8 million shares of Common Stock over a four-year period expiring in February 2026.
Biggest changeThe Board of Directors authorized the repurchase of up to 8 million shares of Common Stock over a four-year period expiring in February 2026.
The stock performance shown on the graph below is based on historical data and is not necessarily indicative of future stock price performance. 47 Table of Contents ITEM 6. RESERVED Not applicable.
The stock performance shown on the graph below is based on historical data and is not necessarily indicative of future stock price performance. 46 Table of Contents ITEM 6. RESERVED Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividend Policy Our Common Stock is traded on the New York Stock Exchange under the symbol “UGI.” On November 15, 2024, we had 6,167 holders of record of Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Dividend Policy Our Common Stock is traded on the New York Stock Exchange under the symbol “UGI.” On November 14, 2025, we had 5,982 holders of record of Common Stock.
Performance Graph The following graph compares the cumulative five-year total shareholder return (stock price appreciation and the reinvestment of dividends) on an investment of $100 in UGI Common Stock, the S&P 500 Index, and the S&P 500 Utilities Index over the five years from September 30, 2019, through September 30, 2024.
Recent Sale of Unregistered Securities The Company did not sell any unregistered securities during Fiscal 2025. 45 Table of Contents Performance Graph The following graph compares the cumulative five-year TSR (stock price appreciation and the reinvestment of dividends) on an investment of $100 in Common Stock, the S&P 500 Index, and the S&P 500 Utilities Index over the five years from September 30, 2020, through September 30, 2025.
Equity Compensation Plan Information Information regarding the securities authorized for issuance under our equity compensation plans can be found under Part III of this Report. Issuer Purchases of Equity Securities The Company did not repurchase any shares of its Common Stock during the quarter ended September 30, 2024.
Equity Compensation Plan Information Information regarding the securities authorized for issuance under our equity compensation plans can be found under Part III of this Report.
Removed
Recent Sale of Unregistered Securities The Company did not sell any unregistered securities during Fiscal 2024.
Added
Issuer Purchases of Equity Securities Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1) July 1, 2025 to July 31, 2025 — $0.00 — 6.00 million August 31, 2025 to August 31, 2025 — $0.00 — 6.00 million September 1, 2025 to September 30, 2025 500,000 $33.05 500,000 5.50 million Total 500,000 500,000 (1) Common Stock is repurchased through an extension of a previous share repurchase program announced by the Company on February 2, 2022.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

152 edited+41 added−88 removed62 unchanged
Biggest changeThe following tables reflect the adjustments referred to above and reconcile net income (loss) attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share: Year Ended September 30, (Millions of dollars, except per share amounts) 2024 2023 Adjusted net income attributable to UGI Corporation: Utilities $ 237 $ 219 Midstream & Marketing 238 193 UGI International 262 172 AmeriGas Propane (23) 71 Corporate & Other (a) (445) (2,157) Net income (loss) attributable to UGI Corporation 269 (1,502) Net (gains) losses on commodity derivative instruments not associated with current-period transactions (net of tax of $17 and $(419), respectively) (60) 1,225 Unrealized losses on foreign currency derivative instruments (net of tax of $(9) and $(11), respectively) 22 27 Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $(3) and $4, respectively) 192 660 Loss on extinguishments of debt (net of tax of $(3) and $(2), respectively) 6 7 Business transformation expenses (net of tax of $0 and $(3), respectively) — 7 AmeriGas operations enhancement for growth project (net of tax of $(6) and $(6), respectively) 19 18 Restructuring costs (net of tax of $(20) and $0, respectively) 56 — Costs associated with exit of the UGI International energy marketing business (net of tax of $(15) and $(67), respectively) 69 181 Net gain on sale of UGI headquarters building (net of tax of $0 and $4, respectively) — (10) Loss on disposal of UGID (net of tax of $(11) and $0, respectively) 55 — Impairments of equity method investments and assets (net of tax of $(3) and $0, respectively) 30 — Total adjustments (a) (b) 389 2,115 Adjusted net income attributable to UGI Corporation $ 658 $ 613 50 Table of Contents Year Ended September 30, 2024 2023 Adjusted diluted earnings per share: Utilities $ 1.10 $ 1.01 Midstream & Marketing 1.11 0.89 UGI International 1.22 0.80 AmeriGas Propane (0.11) 0.33 Corporate & Other (a) (2.07) (10.19) Earnings (loss) per share - diluted (c) 1.25 (7.16) Net (gains) losses on commodity derivative instruments not associated with current-period transactions (0.28) 5.77 Unrealized losses on foreign currency derivative instruments 0.10 0.13 Loss associated with impairment of AmeriGas Propane goodwill 0.89 3.14 Loss on extinguishments of debt 0.03 0.03 Business transformation expenses — 0.03 AmeriGas operations enhancement for growth project 0.09 0.09 Restructuring costs 0.26 — Costs associated with exit of the UGI International energy marketing business 0.32 0.86 Net gain on sale of UGI headquarters building — (0.05) Loss on disposal of UGID 0.26 — Impairments of equity method investments and assets 0.14 — Total adjustments (a) 1.81 10.00 Adjusted diluted earnings per share (c) $ 3.06 $ 2.84 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation.
Biggest changeNon-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. 48 Table of Contents The following tables reflect the adjustments referred to above and reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share: Year Ended September 30, (Millions of dollars, except per share amounts) 2025 2024 Adjusted net income attributable to UGI Corporation: Utilities $ 237 $ 237 Midstream & Marketing 269 238 UGI International 242 262 AmeriGas Propane 36 (23) Corporate & Other (a) (106) (445) Net income attributable to UGI Corporation 678 269 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(2) and $17, respectively) 7 (60) Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(3) and $(9), respectively) 7 22 Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $0 and $(3), respectively) — 192 Loss on extinguishments of debt (net of tax of $(2) and $(3), respectively) 8 6 AmeriGas operations enhancement for growth project (net of tax of $0 and $(6), respectively) — 19 Restructuring costs (net of tax of $0 and $(20), respectively) — 56 Costs associated with exit of the UGI International energy marketing business (net of tax of $0 and $(15), respectively) — 69 Net loss on disposals of businesses (net of tax of $2 and $(11), respectively) 38 55 Impairments of equity method investments and assets (net of tax of $0 and $(3), respectively) — 30 Release of valuation allowance on certain deferred tax assets (10) — Total adjustments (a) (b) 50 389 Adjusted net income attributable to UGI Corporation $ 728 $ 658 49 Table of Contents Year Ended September 30, 2025 2024 Adjusted diluted earnings per share: Utilities $ 1.08 $ 1.10 Midstream & Marketing 1.23 1.11 UGI International 1.10 1.22 AmeriGas Propane 0.16 (0.11) Corporate & Other (a) (0.48) (2.07) Earnings per share - diluted 3.09 1.25 Net losses (gains) on commodity derivative instruments not associated with current-period transactions 0.03 (0.28) Unrealized losses (gains) on foreign currency derivative instruments 0.04 0.10 Loss associated with impairment of AmeriGas Propane goodwill — 0.89 Loss on extinguishments of debt 0.04 0.03 AmeriGas operations enhancement for growth project — 0.09 Restructuring costs — 0.26 Costs associated with exit of the UGI International energy marketing business — 0.32 Net loss on disposals of businesses 0.17 0.26 Impairments of equity method investments and assets — 0.14 Release of valuation allowance on certain deferred tax assets (0.05) — Total adjustments (a) 0.23 1.81 Adjusted diluted earnings per share $ 3.32 $ 3.06 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation.
Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion of the UGI Corporation Credit Facility Agreement and ongoing working capital needs of the Company. The revolving credit facility is scheduled to expire in October 2028, and the term loan facility is scheduled to mature in October 2027.
Borrowings under the credit agreement can be used for general corporate purposes, including refinancing a portion and of the UGI Corporation Credit Facility Agreement and ongoing working capital needs of the Company. The revolving credit facility is scheduled to expire in October 2028, and the term loan facility is scheduled to mature in October 2027.
Impairment of Long-Lived Assets. An impairment test for long-lived assets (or an asset group) is required when circumstances indicate that such assets may be impaired. If it is determined that a triggering event has occurred, we perform a recoverability test based upon estimated undiscounted cash flow projections expected to be realized over the remaining useful life of the long-lived asset.
An impairment test for long-lived assets (or an asset group) is required when circumstances indicate that such assets may be impaired. If it is determined that a triggering event has occurred, we perform a recoverability test based upon estimated undiscounted cash flow projections expected to be realized over the remaining useful life of the long-lived asset.
Issuances of debt and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms. 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.
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. 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.
The resulting estimates of fair value from the income approach and the market approach were then weighted equally in determining the overall estimated fair value of AmeriGas Propane. Based on our evaluations in Fiscal 2024 and Fiscal 2023, the estimated fair value of the AmeriGas Propane reporting unit was determined to be less than its carrying value.
The resulting estimates of fair value from the income approach and the market approach were then weighted equally in determining the overall estimated fair value of AmeriGas Propane. Based on our evaluations in Fiscal 2024, the estimated fair value of the AmeriGas Propane reporting unit was determined to be less than its carrying value.
On January 27, 2023, Electric Utility filed a request with the PAPUC to increase its annual base distribution revenues by $11 million. On September 21, 2023, the PAPUC issued a final order approving a settlement providing for a $9 million annual base distribution rate increase for Electric Utility, effective October 1, 2023.
On January 27, 2023, Electric Utility filed a request with the PAPUC to increase its annual base distribution revenues by $11 million. On September 21, 2023, the PAPUC issued a final order approving a settlement providing for a $9 million annual base distribution rate increase for Electric Utility, effective October 1, 2023. Mountaineer.
The decrease in revenues and cost of sales principally reflects significantly lower energy marketing activities during Fiscal 2024 resulting from the exit of substantially all of UGI International’s energy marketing business in Belgium, France and the Netherlands in Fiscal 2024.
The decrease in revenues and cost of sales principally reflects significantly lower energy marketing activities during Fiscal 2025, resulting from the exit of substantially all of UGI International’s energy marketing business in Belgium, France and the Netherlands in Fiscal 2024.
Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results. 49 Table of Contents UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP.
Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results. 47 Table of Contents UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP.
At September 30, 2024, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material. The following table summarizes the fair values of unsettled market risk sensitive derivative instrument assets (liabilities) held at September 30, 2024 and changes in their fair values due to market risks.
At September 30, 2025, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material. The following table summarizes the fair values of unsettled market risk sensitive derivative instrument assets (liabilities) held at September 30, 2025 and changes in their fair values due to market risks.
Related Party Transactions During Fiscal 2024 and Fiscal 2023, we did not enter into any related-party transactions that had a material effect on our financial condition, results of operations or cash flows. Off-Balance-Sheet Arrangements UGI primarily enters into guarantee arrangements on behalf of its consolidated subsidiaries.
Related Party Transactions During Fiscal 2025 and Fiscal 2024, we did not enter into any related-party transactions that had a material effect on our financial condition, results of operations or cash flows. Off-Balance-Sheet Arrangements UGI primarily enters into guarantee arrangements on behalf of its consolidated subsidiaries.
Capital Expenditures In the following table, we present capital expenditures (which exclude acquisitions of businesses and assets) for Fiscal 2024 and Fiscal 2023. We also provide amounts we expect to spend on capital expenditures in Fiscal 2025. We expect to finance a substantial portion of our Fiscal 2025 capital expenditures from cash generated by operations and cash on hand.
Capital Expenditures In the following table, we present capital expenditures (which exclude acquisitions of businesses and assets) for Fiscal 2025 and Fiscal 2024. We also provide amounts we expect to spend on capital expenditures in Fiscal 2026. We expect to finance a substantial portion of our Fiscal 2026 capital expenditures from cash generated by operations and cash on hand.
We have entered into pay-fixed, receive-variable interest rate swap agreements on all or a significant portion of the term loans’ principal balances and all or a significant portion of the term loans’ tenor. We have designated these interest rate swaps as cash flow hedges.
We have entered into pay-fixed, receive-variable interest rate swap agreements on a significant portion of the term loans’ principal balances and a significant portion of the term loans’ tenor. We have designated these interest rate swaps as cash flow hedges.
(b) Based upon stated interest rates adjusted for the effects of interest rate swaps. (c) Calculated using applicable interest rates or forward interest rate curves, and UGI’s and its subsidiaries’ leverage ratios, as of September 30, 2024.
(b) Based upon stated interest rates adjusted for the effects of interest rate swaps. (c) Calculated using applicable interest rates or forward interest rate curves, and UGI’s and its subsidiaries’ leverage ratios, as of September 30, 2025.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A discusses our results of operations for Fiscal 2024 and Fiscal 2023, and our financial condition. For discussion of our results of operations and cash flows for Fiscal 2023 compared with Fiscal 2022, refer to “Item 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A discusses our results of operations for Fiscal 2025 and Fiscal 2024, and our financial condition. For discussion of our results of operations and cash flows for Fiscal 2024 compared with Fiscal 2023, refer to “Item 7.
Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.5 billion and $1.6 billion at September 30, 2024 and 2023, respectively.
Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.6 billion and $1.5 billion at September 30, 2025 and 2024, respectively.
In October 2024, UGI entered into the UGI Corporation 2025 Credit Agreement, providing a $475 million revolving credit facility, including a $10 million sublimit for letters of credit, and a $400 million term loan facility.
In October 2024, UGI entered into a new UGI Corporation 2025 Credit Agreement, providing a $475 million revolving credit facility, including a $10 million sublimit for letters of credit, and a $400 million term loan facility.
We layer in these foreign currency exchange contracts over a multi-year period to eventually equal approximately 90% of anticipated UGI International foreign currency earnings before income taxes. 67 Table of Contents Derivative Instrument Credit Risk We are exposed to risk of loss in the event of nonperformance by our derivative instrument counterparties.
We layer in these foreign currency exchange contracts over a multi-year period to eventually equal approximately 90% of anticipated UGI International foreign currency earnings before income taxes. Derivative Instrument Credit Risk We are exposed to risk of loss in the event of nonperformance by our derivative instrument counterparties.
With respect to our net investments in our UGI International operations, a 10% decline in the value of the associated foreign currencies versus the USD would reduce their aggregate net book value at September 30, 2024, by approximately $70 million, which amount would be reflected in other comprehensive income. We have designated certain euro-denominated borrowings as net investment hedges.
With respect to our net investments in our UGI International operations, a 10% decline in the value of the associated foreign currencies versus the USD would reduce their aggregate net book value at September 30, 2025, by approximately $80 million, which amount would be reflected in other comprehensive income. We have designated certain euro-denominated borrowings as net investment hedges.
Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes. 61 Table of Contents Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes.
Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes. Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes.
A 100 basis point decrease in market interest rates would result in increases in the fair value of this fixed-rate debt of approximately $250 million at September 30, 2024. Long-term debt associated with our domestic businesses is typically issued at fixed rates of interest based upon market rates for debt with similar terms and credit ratings.
A 100 basis point decrease in market interest rates would result in increases in the fair value of this fixed-rate debt of approximately $235 million at September 30, 2025. Long-term debt associated with our domestic businesses is typically issued at fixed rates of interest based upon market rates for debt with similar terms and credit ratings.
From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of September 30, 2024, none of the events permitting the noteholders to convert their notes early occurred.
From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of September 30, 2025, none of the events permitting the noteholders to convert their notes early existed.
The Company uses forward foreign currency exchange contracts entered into over multi-year periods to reduce the volatility in earnings that may result from such changes in foreign currency exchange rates. These forward foreign currency exchange contracts resulted in realized net gains of $11 million and $15 million in Fiscal 2024 and Fiscal 2023, respectively.
The Company uses forward foreign currency exchange contracts entered into over multi-year periods to reduce the volatility in earnings that may result from such changes in foreign currency exchange rates. These forward foreign currency exchange contracts resulted in realized net gains of $6 million and $11 million in Fiscal 2025 and Fiscal 2024, respectively.
On July 31, 2023, Mountaineer submitted its 2023 IREP filing to the WVPSC requesting recovery of $10 million, an increase of $6 million, for costs associated with capital investments after December 31, 2022, that total $131 million, including $67 million in calendar year 2024.
On July 31, 2023, WV Gas Utility submitted its 2023 IREP filing to the WVPSC requesting recovery of $10 million, an increase of $6 million, for costs associated with capital investments after December 31, 2022, that total $131 million, including $67 million in calendar year 2024.
Accordingly, the Company performed a recoverability test of AmeriGas Propane’s long-lived assets, including ROU assets and definite lived intangible assets, as of July 31, 2024, the measurement date of our annual goodwill impairment test, and May 31, 2023, using estimated undiscounted cash flow projections expected to be generated over the remaining useful life of the primary asset of the asset group at the lowest level with identifiable cash flows that are independent of other assets.
Accordingly, the Company performed a recoverability test of AmeriGas Propane’s long-lived assets, including right-of-use (“ROU”) assets and definite lived intangible assets, as of July 31, 2024, the measurement date of our annual goodwill impairment test, using estimated undiscounted cash flow projections expected to be generated over the remaining useful life of the primary asset of the asset group at the lowest level with identifiable cash flows that are independent of other assets.
Although Midstream & Marketing’s fixed-price supply arrangements mitigate significant risks associated with its fixed-price sales contracts, should any of the suppliers under these arrangements fail to perform, increases, if any, in the cost of replacement natural gas or electricity would adversely impact Midstream & Marketing’s results.
Although Midstream & Marketing’s fixed-price supply arrangements mitigate most risks associated with its fixed-price sales contracts, should any of the suppliers under these arrangements fail to perform, increases, if any, in the cost of replacement natural gas would adversely impact Midstream & Marketing’s results.
Actual taxable income or future estimates of taxable income could render our current assumptions, judgments and estimates inaccurate. Changes in the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ significantly from our estimates. As of September 30, 2024, our net deferred tax liabilities totaled $910 million.
Actual taxable income or future estimates of taxable income could render our current assumptions, judgments and estimates inaccurate. Changes in the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ significantly from our estimates. As of September 30, 2025, our net deferred tax liabilities totaled $890 million.
Operating Activities: Year-to-year variations in our cash flows from operating activities can be significantly affected by changes in operating working capital, especially during periods with significant changes in energy commodity prices. Cash flows from operating activities in Fiscal 2024 and Fiscal 2023 were $1,182 million and $1,107 million, respectively.
Operating Activities: Year-to-year variations in our cash flows from operating activities can be significantly affected by changes in operating working capital, especially during periods with significant changes in energy commodity prices. Cash flows from operating activities in Fiscal 2025 and Fiscal 2024 were $1,227 million and $1,182 million, respectively.
When determining whether a long-lived asset has been impaired, management groups assets at the lowest level that has identifiable cash flows that are independent of other assets.
When determining whether a long-lived asset has been impaired, management groups assets at the lowest level that has identifiable 66 Table of Contents cash flows that are independent of other assets.
The remainder of our debt outstanding is subject to fixed rates of interest. A 100 basis point increase in market interest rates would result in decreases in the fair value of this fixed-rate debt of approximately $230 million at September 30, 2024.
The remainder of our debt outstanding is subject to fixed rates of interest. A 100 basis point increase in market interest rates would result in decreases in the fair value of this fixed-rate debt of approximately $225 million at September 30, 2025.
This ratemaking recognition balances the accumulated difference between historical costs and rate recoveries with an estimate of future costs associated with the sites. Regulatory Assets and Liabilities.
This ratemaking recognition balances the accumulated difference between historical costs and rate recoveries with an estimate of future costs associated with the sites. 67 Table of Contents Regulatory Assets and Liabilities.
In general, many of our over-the-counter derivative instruments and all exchange contracts call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At September 30, 2024, we had received cash collateral from derivative instrument counterparties totaling $14 million.
In general, many of our over-the-counter derivative instruments and all exchange contracts call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At September 30, 2025, we received cash collateral from derivative instrument counterparties totaling $2 million.
As of September 30, 2024, the maximum amount of loss, based upon the gross fair values of the derivative instruments, we would incur if these counterparties failed to perform according to the terms of their contracts was $140 million.
As of September 30, 2025, the maximum amount of loss, based upon the gross fair values of the derivative instruments, we would incur if these counterparties failed to perform according to the terms of their contracts was $97 million.
While the Company believes that its judgments used in the quantitative assessment of UGI International’s fair value are reasonable based upon currently available facts and circumstances, if UGI International were not able to achieve its anticipated results and/or if its discount rate were to increase, its fair value would be adversely affected, which may result in an impairment.
While the Company believes that its judgments used in the quantitative assessment of AmeriGas Propane’s fair value are reasonable based upon currently available facts and circumstances, if AmeriGas Propane were not able to achieve its anticipated results and/or if its discount rate were to increase, its fair value would be adversely affected, which may result in an impairment.
At September 30, 2024, combined borrowings outstanding under variable-rate debt agreements, excluding the previously mentioned effectively fixed-rate debt, totaled $732 million. Based upon average borrowings outstanding under variable-rate borrowings (excluding effectively fixed-rate term loan debt), an increase in short-term interest rates of 100 basis points (1%) would have increased our Fiscal 2024 interest expense by approximately $9 million.
At September 30, 2025, combined borrowings outstanding under variable-rate debt agreements, excluding the previously mentioned effectively fixed-rate debt, totaled $786 million. Based upon average borrowings outstanding under variable-rate borrowings (excluding effectively fixed-rate term loan debt), an increase in short-term interest rates of 100 basis points (1%) would have increased our Fiscal 2025 interest expense by approximately $7 million.
See Note 5 to Consolidated Financial Statements for information on the impairment loss associated with the disposal of UGID during Fiscal 2024. No other material provisions for impairments of long-lived assets were recorded during Fiscal 2024 and Fiscal 2023. Loss Contingencies and Environmental Remediation Liabilities.
See Note 5 to Consolidated Financial Statements for information on the impairment loss associated with the disposal of UGID during Fiscal 2024. There were no other material provisions for impairments of long-lived assets that occurred during Fiscal 2025 and Fiscal 2024. Loss Contingencies and Environmental Remediation Liabilities.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2023 Annual Report on Form 10-K, filed with the SEC on November 28, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2024 Annual Report on Form 10-K, filed with the SEC on November 26, 2024.
The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 18, 2024 to April 30, 2025, and up to $75 million of eligible receivables during the period May 1, 2025 to October 17, 2025, with the option to request an increase of $50 million.
The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 17, 2025 to April 30, 2026, and up to $75 million of eligible receivables during the period May 1, 2026 to October 16, 2026, with the option to request consent for an increase of $50 million.
For additional information on our income taxes, including tax law changes, see Note 7 to Consolidated Financial Statements. 56 Table of Contents Financial Condition and Liquidity 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.
See Note 7 to Consolidated Financial Statements for additional information on our income taxes. Financial Condition and Liquidity 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.
Based on the recoverability tests performed, we determined that (1) AmeriGas Propane’s long-lived assets, including ROU assets and definite lived intangible assets, were recoverable and, as such, no impairment charges were recorded; and (2) no adjustments to the remaining useful lives were necessary as of July 31, 2024 and May 31, 2023.
Based on the recoverability tests performed, we determined that (1) AmeriGas Propane’s long-lived assets, including ROU assets and definite lived intangible assets, were recoverable and, as such, no impairment charges were recorded; and (2) no adjustments to the remaining useful lives were necessary as of July 31, 2024. There were no such triggering events in Fiscal 2025.
If future recovery of regulatory assets ceases to be probable, the elimination of those regulatory assets would adversely impact our results of operations and cash flows. As of September 30, 2024, our regulatory assets and regulatory liabilities totaled $319 million and $329 million, respectively.
If future recovery of regulatory assets ceases to be probable, the elimination of those regulatory assets would adversely impact our results of operations and cash flows. As of September 30, 2025, our regulatory assets and regulatory liabilities totaled $340 million and $314 million, respectively.
ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability equal to the amount advanced by the bank. The Company records interest expense on amounts owed to the bank.
ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability 59 Table of Contents equal to the amount advanced by the bank.
These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $38 million and $(1,252) million in Fiscal 2024 and Fiscal 2023, respectively.
These results include net gains (losses) from changes in unrealized commodity derivative instruments and certain foreign currency derivative instruments of $(14) million and $38 million in Fiscal 2025 and Fiscal 2024, respectively.
We believe we are in compliance with regulations governing defined benefit pension plans, including the ERISA rules and regulations. The minimum required contributions to the U.S.
We believe we are in compliance with regulations governing defined benefit pension plans, including the ERISA rules and regulations. The minimum required contributions to the U.S. Pension Plans in Fiscal 2026 are approximately $18 million.
Pension Plans in Fiscal 2025 are not expected to be material. 64 Table of Contents GAAP guidance associated with pension and other postretirement plans generally requires recognition of an asset or liability in the statement of financial position reflecting the funded status of pension and other postretirement benefit plans with current year changes recognized in shareholders’ equity unless such amounts are subject to regulatory recovery.
GAAP guidance associated with pension and other postretirement plans generally requires recognition of an asset or liability in the statement of financial position reflecting the funded status of pension and other postretirement benefit plans with current year changes recognized in shareholders’ equity unless such amounts are subject to regulatory recovery.
Pension Plans’ assets totaled $635 million and $539 million at September 30, 2024 and 2023, respectively. At September 30, 2024 and 2023, the underfunded positions of the U.S. Pension Plans, defined as the excess of the PBO over the U.S. Pension Plans’ assets, were $38 million and $55 million, respectively.
Pension Plans’ assets totaled $654 million and $635 million at September 30, 2025 and 2024, respectively. At September 30, 2025 and 2024, the underfunded positions of the U.S. Pension Plans, defined as the excess of the PBO over the U.S. Pension Plans’ assets, were $3 million and $38 million, respectively.
On January 28, 2022, PA Gas Utility filed a request with the PAPUC to increase its base operating revenues for residential, commercial and industrial customers by $83 million annually.
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 million annually.
Our UGI International operations use over-the-counter derivative commodity instruments and may from time to time enter into other derivative contracts, similar to those used by the Partnership, to reduce market risk associated with a portion of their LPG purchases. Over-the-counter derivative commodity instruments used to economically hedge forecasted purchases of LPG are generally settled at expiration of the contract.
Our UGI International operations use over-the-counter derivative commodity instruments and may from time to time enter into other derivative contracts, similar to those used by the Partnership, to reduce market risk associated with a portion of their LPG purchases.
During Fiscal 2024 and Fiscal 2023, the average unweighted euro-to-dollar translation rates were approximately $1.08 and $1.07, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.27 and $1.23, respectively. Fluctuations in these foreign currency exchange rates can have a significant impact on the individual financial statement components discussed below.
During Fiscal 2025 and Fiscal 2024, the average unweighted euro-to-dollar translation 53 Table of Contents rates were approximately $1.11 and $1.08, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.31 and $1.27, respectively. Fluctuations in these foreign currency exchange rates can have a significant impact on the individual financial statement components discussed below.
The significant assumptions in our DCF model include projected EBITDA and a discount rate (and estimates in the discount rate inputs). With respect to the market approach, management used recent transaction market multiples for similar companies in the U.S.
With respect to the income approach, management used a discounted cash flow (“DCF”) method, using unobservable inputs. The significant assumptions in our DCF model include projected EBITDA and a discount rate (and estimates in the discount rate inputs). With respect to the market approach, management used recent transaction market multiples for similar companies in the U.S.
Cash flow used by financing activities was $506 million in Fiscal 2024 compared to cash flow used by financing activities of $168 million in Fiscal 2023.
Cash flow used by financing activities was $406 million in Fiscal 2025 compared to cash flow used by financing activities of $506 million in Fiscal 2024.
(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 United States, excluding Alaska and Hawaii. 55 Table of Contents Average temperatures during Fiscal 2024 were 8.0% warmer than normal and 8.0% warmer than the prior year.
(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 United States, excluding Alaska and Hawaii. Average temperatures during Fiscal 2025 were 1.3% warmer than normal and 6.3% colder than the prior year.
The dividend will be payable on January 1, 2025, to shareholders of record on December 16, 2024. Repurchases of Common Stock During Fiscal 2024 there were no repurchases of UGI Common Stock. During Fiscal 2023, the Company repurchased 600,000 shares of its Common Stock at a total purchase price of $22 million.
The dividend will be payable on January 1, 2026, to shareholders of record on December 15, 2025. Repurchases of Common Stock During Fiscal 2025, the Company repurchased 1 million shares of its Common Stock at a total purchase price of $33 million. During Fiscal 2024, there were no repurchases of Common Stock.
Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. On October 18, 2024, the expiration date of the Receivables Facility was extended to October 17, 2025.
Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. In October 2025, the expiration date of the Receivables Facility was extended to October 2026.
The impairments of AmeriGas Propane’s goodwill were determined to be a triggering event requiring an impairment analysis of AmeriGas Propane’s long-lived and definite lived intangible assets.
The impairment of AmeriGas Propane’s goodwill in Fiscal 2024 was determined to be a triggering event requiring an impairment analysis of AmeriGas Propane’s long-lived and definite lived intangible assets.
On March 6, 2023, Mountaineer submitted a base rate case filing with the WVPSC seeking a net revenue increase of $20 million, which consisted of an increase in base rates of $38 million and a decrease in the IREP rates of $18 million annually to be effective on April 5, 2023.
On March 6, 2023, WV Gas Utility submitted a base rate case filing with the WVPSC seeking a net revenue increase of $20 million, which consisted of an increase in base rates of $38 million and a decrease in the IREP rates of $18 million annually.
Pension Plans”) in Fiscal 2025 are not expected to be material. The minimum required contributions to the U.S. Pension Plans in years beyond Fiscal 2025 will depend, in large part, on the impacts of future returns on pension plan assets and interest rates on pension plan liabilities. U.S. Pension Plans The U.S.
Pension Plans”) in Fiscal 2026 are approximately $18 million. The minimum required contributions to the U.S. Pension Plans in years beyond Fiscal 2026 will depend, in large part, on the impacts of future returns on pension plan assets and interest rates on pension plan liabilities. U.S. Pension Plans The U.S.
UGI International’s natural gas and electricity marketing businesses also use natural gas and electricity futures and forward contracts to economically hedge market risk associated with a substantial portion of anticipated volumes under fixed-price sales and purchase contracts. See Note 5 to Consolidated Financial Statements regarding recent transactions related to UGI International’s energy marketing business.
Prior to the exit of substantially all of the Company’s energy marketing business in Europe (see Note 5 to Consolidated Financial Statements), UGI International’s natural gas and electricity marketing businesses also use natural gas and electricity futures and forward contracts to economically hedge market risk associated with a substantial portion of anticipated volumes under fixed-price sales and purchase contracts.
Our cash and cash equivalents totaled $213 million and $241 million at September 30, 2024 and 2023, respectively. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, our cash and cash equivalents totaled $72 million and $51 million at September 30, 2024 and 2023, respectively.
Our cash and cash equivalents totaled $335 million and $213 million at September 30, 2025 and 2024, respectively. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, our cash and cash equivalents totaled $214 million and $72 million at September 30, 2025 and 2024, respectively.
Adjusted net income attributable to UGI Corporation was $658 million (equal to $3.06 per diluted share) and $613 million (equal to $2.84 per diluted share) in Fiscal 2024 and Fiscal 2023, respectively.
Adjusted net income attributable to UGI Corporation was $728 million (equal to $3.32 per diluted share) and $658 million (equal to $3.06 per diluted share) in Fiscal 2025 and Fiscal 2024, respectively.
(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. 54 Table of Contents Average temperatures during Fiscal 2024 were 11.8% warmer than normal and 2.2% warmer than Fiscal 2023.
(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. Average temperatures during Fiscal 2025 were 3.3% warmer than normal and 5.0% colder than Fiscal 2024.
At September 30, 2024, we have recorded pre-tax charges to UGI Corporation’s stockholders’ equity of $3 million and recorded regulatory assets totaling $106 million in order to reflect the funded status of the U.S. Pension Plans. For a more detailed discussion of the U.S. Pension Plans and our other postretirement benefit plans, see Note 8 to Consolidated Financial Statements.
At September 30, 2025, we have recorded pre-tax gains to UGI Corporation’s stockholders’ equity of $12 million and recorded regulatory assets totaling $100 million in order to reflect the funded status of the U.S. Pension Plans. See Note 8 to Consolidated Financial Statements for further information on the U.S. Pension Plans and our other postretirement benefit plans.
We establish reserves for loss contingencies including pending litigation, and for pending and incurred but not reported claims associated with general and product liability, automobile and workers’ compensation when it is probable that a liability exists and the amount or range of amounts related to such liability can be reasonably estimated.
We establish reserves for loss contingencies including pending litigation when it is probable that a liability exists and the amount or range of amounts related to such liability can be reasonably estimated.
Average wholesale prices for propane and butane during Fiscal 2024 in northwest Europe were approximately 2% and 5% lower, respectively, compared to Fiscal 2023. Revenues and cost of sales decreased $686 million and $744 million, respectively, in Fiscal 2024.
Average wholesale prices for propane and butane during Fiscal 2025 in northwest Europe were approximately 4.4% and 4.0% lower, respectively, compared to Fiscal 2024. Revenues and cost of sales decreased $160 million and $122 million, respectively, in Fiscal 2025.
Cash flows from operating activities before the effects of changes in operating working capital were $1,215 million in Fiscal 2024 and $1,258 million in Fiscal 2023. Changes in operating working capital and collateral deposits used operating cash flow of $33 million in Fiscal 2024 compared to $151 million of cash flow used in Fiscal 2023.
Cash flows from operating activities before the effects of changes in operating working capital were $1,247 million in Fiscal 2025 and $1,215 million in Fiscal 2024. Cash used to fund changes in operating working capital totaled $20 million in Fiscal 2025 compared to $33 million of cash flow used in Fiscal 2024.
In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas and electricity, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements. 66 Table of Contents Midstream & Marketing also uses NYMEX and over-the-counter electricity futures contracts to economically hedge a portion of its anticipated sales of electricity from its electricity generation facilities.
In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements.
AmeriGas Propane 2024 2023 Increase (Decrease) (Dollars in millions) Revenues $ 2,271 $ 2,581 $ (310) (12) % Total margin (a) $ 1,212 $ 1,331 $ (119) (9) % Operating and administrative expenses $ 933 $ 950 $ (17) (2) % Operating income / earnings before interest expense and income taxes $ 142 $ 268 $ (126) (47) % Retail gallons sold (millions) 737 823 (86) (10) % Degree days – % (warmer) colder than normal (b) (8.0) % 0.5 % — — (a) Total margin represents revenues less cost of sales.
AmeriGas Propane 2025 2024 Increase (Decrease) (Dollars in millions) Revenues $ 2,276 $ 2,271 $ 5 — % Total margin (a) $ 1,222 $ 1,212 $ 10 1 % Operating and administrative expenses $ 924 $ 933 $ (9) (1) % Operating income / earnings before interest expense and income taxes $ 166 $ 142 $ 24 17 % Retail gallons sold (millions) 733 737 (4) (1) % Degree days—% (warmer) than normal (b) (1.3) % (8.0) % — — (a) Total margin represents revenues less cost of sales.
The filing included capital investments totaling $418 million over the 2025 - 2029 period. On October 28, 2024, the WVPSC issued an order approving Mountaineer’s request.
The filing included capital investments totaling $418 million over the 2025 - 2029 period. On October 28, 2024, the WVPSC issued an order approving WV Gas Utility’s request, with new rates effective January 1, 2025.
“Other noncurrent liabilities” included in our Consolidated Balance Sheet at September 30, 2024, principally comprise operating lease liabilities; regulatory liabilities; refundable tank and cylinder deposits; litigation, property and casualty liabilities and obligations under environmental remediation agreements; pension and other postretirement benefit liabilities recorded in accordance with accounting guidance relating to employee retirement plans; and liabilities associated with executive compensation plans.
(d) Represents the sum of amounts due if derivative instrument liabilities were settled at the September 30, 2025 amounts reflected in the Consolidated Balance Sheet (but excluding amounts associated with interest rate contracts). 61 Table of Contents “Other noncurrent liabilities” included in our Consolidated Balance Sheet at September 30, 2025, principally comprise operating lease liabilities; regulatory liabilities; refundable tank and cylinder deposits; litigation, property and casualty liabilities and obligations under environmental remediation agreements; pension and other postretirement benefit liabilities recorded in accordance with accounting guidance relating to employee retirement plans; and liabilities associated with executive compensation plans.
The increase in earnings before interest expense and income taxes in Fiscal 2024 largely reflects the increase in operating income ($96 million), partially offset by lower realized gains on foreign currency exchange contracts ($4 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.
The decrease largely reflects the lower operating income ($6 million) and lower realized gains on foreign currency exchange contracts ($5 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.
On July 31, 2024, Mountaineer submitted its 2024 IREP filing to the WVPSC requesting recovery of $19 million, which includes $3 million of prior year under-recovery, for costs associated with capital investments after December 31, 2022, that total $197 million, including $74 million in calendar year 2025.
An order from the WVPSC is expected in December, with new rates to be effective January 1, 2026. 62 Table of Contents On July 31, 2024, WV Gas Utility submitted its 2024 IREP filing to the WVPSC requesting recovery of $19 million, which includes $3 million of prior year under-recovery, for costs associated with capital investments after December 31, 2022, that total $197 million, including $74 million in calendar year 2025.
Net proceeds from the disposal of businesses and assets in Fiscal 2024 includes, among other things, proceeds from the sale of UGID. 62 Table of Contents Financing Activities: Changes in cash flow from financing activities are primarily due to issuances and repayments of long-term debt; net short-term borrowings; dividends on UGI Common Stock; quarterly payments on outstanding Purchase Contracts; and issuances and repurchases of equity instruments.
Financing Activities: Changes in cash flow from financing activities are primarily due to issuances and repayments of long-term debt; net short-term borrowings; dividends on Common Stock; quarterly payments on outstanding Purchase Contracts; and issuances and repurchases of equity instruments.
The decrease in revenues from the energy marketing activities was partially offset by the translation effects of the stronger foreign currencies (approximately $52 million) and LPG price increases across Europe. The decrease in cost of sales was also attributable to lower LPG product costs, partially offset by the translation effects of the stronger foreign currencies (approximately $32 million).
The decrease in revenues was also attributable to the lower LPG retail volumes sold, partially offset by LPG price increases across Europe and the translation effects of the stronger foreign currencies (approximately $21 million).
The increase in adjusted net income attributable to UGI Corporation during Fiscal 2024 reflects higher earnings contributions primarily from our UGI International and Midstream & Marketing segments and, to a lesser extent, our Utilities segment. Such increase was partially offset by lower earnings contributions from our AmeriGas Propane segment.
The increase in adjusted net income attributable to UGI Corporation during Fiscal 2025 reflects higher earnings contributions primarily from our AmeriGas Propane and Midstream & Marketing segments, partially offset by lower earnings contributions from our UGI International segment. In Fiscal 2025, temperatures in all of our business segments were colder than the prior year.
UGI International 2024 2023 Increase (Decrease) (Dollars in millions) Revenues $ 2,279 $ 2,965 $ (686) (23) % Total margin (a) $ 978 $ 920 $ 58 6 % Operating and administrative expenses $ 578 $ 623 $ (45) (7) % Operating income $ 311 $ 215 $ 96 45 % Earnings before interest expense and income taxes $ 323 $ 234 $ 89 38 % LPG retail gallons sold (millions) 725 729 (4) (1) % Degree days - % (warmer) than normal (b) (11.8) % (10.5) % — — (a) Total margin represents total revenues less total cost of sales.
UGI International 2025 2024 Increase (Decrease) (Dollars in millions) Revenues $ 2,119 $ 2,279 $ (160) (7) % Total margin (a) $ 940 $ 978 $ (38) (4) % Operating and administrative expenses $ 543 $ 578 $ (35) (6) % Operating income $ 305 $ 311 $ (6) (2) % Earnings before interest expense and income taxes $ 314 $ 323 $ (9) (3) % LPG retail gallons sold (millions) 698 725 (27) (4) % Degree days—% (warmer) than normal (b) (3.3) % (11.8) % — — (a) Total margin represents total revenues less total cost of sales.
Investing Activities: Investing activity cash flow is principally affected by cash expenditures for property, plant and equipment; cash paid for acquisitions of businesses and assets; investments in equity method investees; and cash proceeds from sales and retirements of property, plant and equipment.
Investing Activities: Investing activity cash flow is principally affected by cash expenditures for property, plant and equipment; cash paid for acquisitions of businesses and assets; investments in equity method investees; and cash activity associated with dispositions of businesses and assets. Cash expenditures for property, plant and equipment totaled $837 million in Fiscal 2025 and $796 million in Fiscal 2024.
See Note 5 to Consolidated Financial Statements for additional information on the sale of UGID. Interest Rate Risk We have both fixed-rate and variable-rate debt. Changes in interest rates impact the cash flows of variable-rate debt but generally do not impact their fair value.
Interest Rate Risk We have both fixed-rate and variable-rate debt. Changes in interest rates impact the cash flows of variable-rate debt but generally do not impact their fair value. Conversely, changes in interest rates impact the fair value of fixed-rate debt but do not impact their cash flows.
AmeriGas Propane’s adjusted net (loss) income was $(23) million and $71 million in Fiscal 2024 and Fiscal 2023, respectively, principally reflecting lower total margin, primarily attributable to lower retail propane volumes sold, partially offset by lower operating and administrative expenses in Fiscal 2024. 52 Table of Contents Analysis of Segment Results The following analysis compares results of operations by our reportable segments for Fiscal 2024 and Fiscal 2023: Utilities 2024 2023 Increase (Decrease) (Dollars in millions) Revenues $ 1,598 $ 1,854 $ (256) (14) % Total margin (a) $ 924 $ 877 $ 47 5 % Operating and administrative expenses (a) $ 363 $ 368 $ (5) (1) % Operating income $ 394 $ 357 $ 37 10 % Earnings before interest expense and income taxes $ 400 $ 365 $ 35 10 % Gas Utility system throughput – bcf Core market 93 96 (3) (3) % Total 378 375 3 1 % Electric Utility distribution sales - gwh 980 959 21 2 % Gas Utility degree days – % (warmer) than normal (b) (16.0) % (11.7) % — — (a) Total margin represents total revenues less total cost of sales and revenue-related taxes (i.e. gross receipts and business and occupation taxes) of $24 million each during Fiscal 2024 and Fiscal 2023.
AmeriGas Propane’s adjusted net income increased $59 million in Fiscal 2025 compared to the prior year, principally reflecting lower income tax expenses and, to a lesser extent, higher total margin, primarily attributable to higher average retail propane unit margins, and lower operating and administrative expenses. 51 Table of Contents Analysis of Segment Results The following analysis compares results of operations by our reportable segments for Fiscal 2025 and Fiscal 2024: Utilities 2025 2024 Increase (Decrease) (Dollars in millions) Revenues $ 1,761 $ 1,598 $ 163 10 % Total margin (a) $ 963 $ 924 $ 39 4 % Operating and administrative expenses (a) $ 388 $ 363 $ 25 7 % Operating income $ 397 $ 394 $ 3 1 % Earnings before interest expense and income taxes $ 403 $ 400 $ 3 1 % Gas Utility system throughput – bcf Core market 102 93 9 10 % Total 378 378 — — % Electric Utility distribution sales - gwh 988 980 8 1 % Gas Utility degree days—% (warmer) than normal (b) (2.4) % (16.0) % — — (a) Total margin represents total revenues less total cost of sales and revenue-related taxes (i.e. gross receipts and business and occupation taxes) of $24 million each during Fiscal 2025 and Fiscal 2024.
Utilities’ tariffs contain clauses that permit recovery of all prudently incurred costs of natural gas it sells to its retail core-market customers, including the cost of financial instruments used to hedge purchased gas costs.
Over-the-counter derivative 63 Table of Contents commodity instruments used to economically hedge forecasted purchases of LPG are generally settled at expiration of the contract. Utilities’ tariffs contain clauses that permit recovery of all prudently incurred costs of natural gas it sells to its retail core-market customers, including the cost of financial instruments used to hedge purchased gas costs.
Operating income and earnings before interest expense and income taxes decreased $126 million in Fiscal 2024 primarily reflecting the decrease in total margin ($119 million) and lower other operating income ($23 million), mainly resulting from lower gains on sales of fixed assets during Fiscal 2024.
Operating income and earnings before interest expense and income taxes each increased $24 million in Fiscal 2025 primarily reflecting the higher total margin ($10 million), lower operating and administrative expenses ($9 million) and higher other operating income ($5 million), mainly resulting from higher gains on sales of fixed assets during Fiscal 2025.
A reporting unit with goodwill is required to perform an impairment test annually or whenever events or circumstances indicate that the value of goodwill may be impaired. 68 Table of Contents For certain of our reporting units with goodwill, we assess qualitative factors to determine whether it is more likely than not that the fair value of such reporting unit is less than its carrying amount.
For certain of our reporting units with goodwill, we assess qualitative factors to determine whether it is more likely than not that the fair value of such reporting unit is less than its carrying amount.

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