UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2022
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610 337-1000
Not Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol(s): | Name of each exchange on which registered: | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 17, 2022, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter and year ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In its November 17, 2022 press release, the Company also announced earnings guidance for the fiscal year ending September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
On November 18, 2022, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter and year ended September 30, 2022.
Presentation materials containing certain historical and forward-looking information relating to the Company (the “Presentation Materials”) have been made available on the Company’s website. A copy of the Presentation Materials is furnished as Exhibit 99.2 to this report and is incorporated herein by reference in this Item 7.01. All information in Exhibit 99.2 is presented as of the particular dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UGI Corporation | ||||||||
| November 18, 2022 | By: | /s/ Ted J. Jastrzebski | ||||||
| Name: | Ted J. Jastrzebski | |||||||
| Title: | Chief Financial Officer | |||||||
Press ReleaseUGI Reports Fiscal 2022 Results
Issues Fiscal 2023 Guidance
November 17, 2022
VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) reported financial results for the fiscal year ended September 30, 2022 and provided guidance for fiscal year 2023.
HEADLINES
•GAAP net income of $1,073 million and adjusted net income of $626 million compared to GAAP net income of $1,467 million and adjusted net income of $629 million in the prior year.
•GAAP diluted earnings per share (“EPS”) of $4.97 and adjusted diluted EPS of $2.90 compared to GAAP diluted EPS of $6.92 and adjusted diluted EPS of $2.96 in the prior year.
•Reportable segments earnings before interest expense and income tax1 ("EBIT") of $1,166 million compared to $1,134 million in the prior year.
•Strong balance sheet with available liquidity of approximately $1.7 billion, inclusive of $398 million in cash collateral received from derivative counterparties.
•Divested of the UK energy marketing business effective October 21, 2022.
•Announced the intent to sell the French energy marketing business, with a targeted closing2 in the first quarter of fiscal 2023, and to wind down energy marketing operations in Belgium and the Netherlands3.
•Issued fiscal 2023 adjusted diluted EPS guidance range of $2.85 - $3.154 while reiterating our long-term 6% - 10% EPS growth rate target.
STRATEGIC ACCOMPLISHMENTS
Reliable Earnings Growth:
•Invested a record level of capital ($562 million) and added over 14,000 residential and commercial heating customers at the Utilities
•Successfully concluded a gas base rate case at UGI Utilities comprised of a phased rate increase totaling $49.45 million as well as approval for a weather normalization adjustment mechanism
•Expanded our interest in the Appalachian basin natural gas gathering systems with the Stonehenge and Pennant acquisitions and continued to generate significant fee-based income
•Sustained LPG volumes and margins at UGI International despite 5% warmer weather and a 53% increase in average propane cost in northwest Europe
•Solid national account volumes at AmeriGas
Renewables:
•Made additional strides in our renewables strategy with investments in new RNG projects in South Dakota and New York
•Committed over $300 million to renewable energy projects to date
Rebalance:
•Rebalanced our portfolio with the record performance from our natural gas businesses and continued investments in replacement and betterment, renewables and our midstream capabilities
Roger Perreault, President and Chief Executive Officer of UGI Corporation said, “In fiscal 2022, our reportable segments delivered record EBIT, in aggregate, and the business reported the second highest GAAP and adjusted diluted EPS in its history. This solid financial performance is reflective of our resiliency and the strategic advantages of our diversified business portfolio, amidst a challenging macro-economic environment. We had record earnings in our Utilities and Midstream & Marketing segments, as well as continued strong performance from our LPG business at UGI International, and this helped to mitigate the impact of headwinds faced at AmeriGas and in the European energy marketing business. In fact, without the extreme market conditions
1
that negatively impacted the European energy marketing business, we would have delivered well within our original fiscal 2022 guidance range.
"I am extremely proud of the dedication, flexibility and resiliency of our employees who worked tirelessly to execute against our 3-R strategy this year. Their commitment as we deployed record levels of capital and focused on margin management, expense control and safely serving our customers and communities, each and every day, culminated in these strong fiscal 2022 results. In addition, together our teams made tremendous progress on our ESG commitments and we were pleased to receive a rating upgrade to "AA" in the MSCI ESG rating assessment.
“As we embark on another fiscal year, we are progressing on several strategic priorities to drive growth and manage the current economic conditions in the US and Europe. We view fiscal 2023 as a year where we will be strengthening our platform, with focus on enhancing the performance of AmeriGas to drive long-term EPS and market share growth, as we navigate sustained inflationary pressures. UGI is committed to creating value for its shareholders and we will continue to execute our strategy to achieve the long-term financial commitments of 6 to 10% EPS growth and 4% dividend growth.”
2023 OUTLOOK
UGI provides an adjusted EPS guidance range of $2.85 - $3.154 per diluted share for the fiscal year ending September 30, 2023. This guidance range assumes normal weather, the current tax regime and divestiture of the energy marketing business located in France in the first quarter of fiscal 2023.
EARNINGS CALL and WEBCAST
UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss fiscal 2022 earnings and other current activities at 9:00 AM ET on Friday, November 18, 2022. Interested parties may listen to the audio webcast both live and in replay on the Internet at https://www.ugicorp.com/investors/financial-reports/presentations or by visiting the company website https://www.ugicorp.com and clicking on Investors and then Presentations. A replay of the webcast will be available after the event through to 11:59 PM ET November 17, 2023.
CONTACT INVESTOR RELATIONS
Tel: +1 610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
Shelly Oates, ext. 3202
ABOUT UGI
UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, natural gas utilities in West Virginia, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing, including renewable natural gas in the Mid-Atlantic region of the United States and California and internationally in France, Belgium, and the Netherlands.
Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.
USE OF NON-GAAP MEASURES
Management uses “adjusted net income attributable to UGI Corporation” and "adjusted diluted earnings per share," both of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income at UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP").
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.
Tables on the last page reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above.
1Reportable segments' earnings before interest expense and income taxes represents an aggregate of our reportable operating segment level EBIT as determined in accordance with GAAP.
2
2Closing for any sale transaction would require satisfaction of customary regulatory approvals and closing conditions, including completion of works council consultations.
3Wind down in the Netherlands subject to completion of works council consultation.
4Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments we cannot reconcile the fiscal year 2023 adjusted diluted earnings per share guidance, a non-GAAP measure, to diluted earnings per share guidance, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules.
USE OF FORWARD-LOOKING STATEMENTS
This press release contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws. Among them are adverse weather conditions (including increasingly uncertain weather patterns due to climate change) resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; cost volatility and availability of energy products, including propane and other LPG, natural gas, and electricity, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; changes in domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, and environmental matters, such as regulatory responses to climate change; the inability to timely recover costs through utility rate proceedings; increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; adverse labor relations and our ability to address existing or potential workforce shortages; the impact of pending and future legal or regulatory proceedings, inquiries or investigations; competitive pressures from the same and alternative energy sources; failure to acquire new customers or retain current customers, thereby reducing or limiting any increase in revenues; liability for environmental claims; customer, counterparty, supplier, or vendor defaults; liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; transmission or distribution system service interruptions; political, regulatory and economic conditions in the United States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, the European energy crisis, and foreign currency exchange rate fluctuations (particularly the euro); credit and capital market conditions, including reduced access to capital markets and interest rate fluctuations; changes in commodity market prices resulting in significantly higher cash collateral requirements; impacts of our indebtedness and the restrictive covenants in our debt agreements; reduced distributions from subsidiaries impacting the ability to pay dividends or service debt; changes in Marcellus and Utica Shale gas production; the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our businesses; our ability to successfully integrate acquired businesses and achieve anticipated synergies; the interruption, disruption, failure, malfunction, or breach of our information technology systems, and those of our third-party vendors or service providers, including due to cyber-attack; the inability to complete pending or future energy infrastructure projects; our ability to achieve the operational benefits and cost efficiencies expected from the completion of pending and future business transformation initiatives, including the impact of customer service disruptions resulting in potential customer loss due to the transformation activities; our ability to attract, develop, retain and engage key employees; uncertainties related to a global pandemic, including the duration and/or impact of the COVID-19 pandemic; the impact of proposed or future tax legislation; the impact of declines in the stock market or bond market, and a low interest rate environment, on our pension liability; our ability to protect our intellectual property; and our ability to overcome supply chain issues that may result in delays or shortages in, as well as increased costs of, equipment, materials or other resources that are critical to our business operations.
3
SEGMENT RESULTS ($ in millions, except where otherwise indicated)
AmeriGas Propane
| For the year ended September 30, | 2022 | 2021 | Increase (Decrease) | |||||||||||||||||||||||
| Revenues | $ | 2,943 | $ | 2,614 | $ | 329 | 13 | % | ||||||||||||||||||
| Total margin (a) | $ | 1,330 | $ | 1,397 | $ | (67) | (5) | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 889 | $ | 869 | $ | 20 | 2 | % | ||||||||||||||||||
| Operating income / earnings before interest expense and income taxes | $ | 307 | $ | 385 | $ | (78) | (20) | % | ||||||||||||||||||
| Retail gallons sold (millions) | 888 | 968 | (80) | (8) | % | |||||||||||||||||||||
| Heating degree days - % warmer than normal | (0.8) | % | (2.8) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 128 | $ | 130 | $ | (2) | (2) | % | ||||||||||||||||||
•Retail gallons sold decreased 8% largely due to the continued impact of customer service challenges that occurred in fiscal 2021, staffing shortages in key delivery-related positions and increased price sensitivity in the higher commodity cost environment.
•Total margin decreased $67 million reflecting lower retail volumes sold ($100 million), partially offset by higher average propane margins including effective margin management efforts ($28 million), and higher non-propane margin principally due to increased fuel recovery and tank rental fees.
•Operating and administrative expenses increased by $20 million with the impact of the persistent inflationary cost environment which, among other things, led to increases in vehicle fuel ($13 million), bad debt reserves ($13 million), insurance claims ($11 million) and telecommunication expenses ($10 million). These increases were partially offset by lower employee compensation and benefits ($22 million), advertising and vehicle leases.
•Operating income and EBIT decreased $78 million reflecting lower total margin, and higher operating and administrative expenses, partially offset by an increase in other income largely related to gains on asset sales.
UGI International
| For the year ended September 30, | 2022 | 2021 | Increase (Decrease) | |||||||||||||||||||||||
| Revenues | $ | 3,686 | $ | 2,651 | $ | 1,035 | 39 | % | ||||||||||||||||||
| Total margin (a) | $ | 935 | $ | 1,053 | $ | (118) | (11) | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 611 | $ | 622 | $ | (11) | (2) | % | ||||||||||||||||||
| Operating income | $ | 237 | $ | 314 | $ | (77) | (25) | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 254 | $ | 317 | $ | (63) | (20) | % | ||||||||||||||||||
| LPG retail gallons sold (millions) | 799 | 792 | 7 | 1 | % | |||||||||||||||||||||
| Heating degree days - % (warmer) colder than normal | (2.6) | % | 0.4 | % | ||||||||||||||||||||||
| Capital expenditures | $ | 107 | $ | 107 | $ | — | — | % | ||||||||||||||||||
Base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During fiscal 2022 and fiscal 2021, the average unweighted euro-to-dollar translation rates were $1.08 and $1.20, respectively, and the average unweighted British pound sterling-to-dollar translation rate were $1.28 and $1.37, respectively.
•Total LPG retail volume increased 1%, despite weather that was 5% warmer than the prior-year, largely due to the recovery of certain bulk and autogas volumes that were negatively impacted by COVID-19 and favorable crop drying campaigns.
•Total margin decreased $118 million primarily reflecting the translation effects of weaker foreign currencies and lower total margin from our energy marketing business ($53 million). These decreases were partially offset by higher total LPG margins.
•Operating and administrative expenses decreased $11 million as the translation effects of weaker foreign currencies were largely offset by the impact of the global inflationary cost environment on the underlying distribution, personnel and maintenance costs.
•Operating income decreased $77 million due to lower total margin partially offset by the decrease in operating and administrative expenses, and reflects the translation effects of the weaker foreign currencies.
•EBIT decreased $63 million due to the lower operating income primarily from the energy marketing business, partially offset by higher realized gains on foreign currency exchange contracts ($12 million).
4
Midstream & Marketing
| For the year ended September 30, | 2022 | 2021 | Increase (Decrease) | |||||||||||||||||||||||
| Revenues | $ | 2,326 | $ | 1,406 | $ | 920 | 65 | % | ||||||||||||||||||
| Total margin (a) | $ | 450 | $ | 373 | $ | 77 | 21 | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 129 | $ | 129 | $ | — | — | % | ||||||||||||||||||
| Operating income | $ | 246 | $ | 160 | $ | 86 | 54 | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 269 | $ | 190 | $ | 79 | 42 | % | ||||||||||||||||||
| Heating degree days - % (warmer) than normal | (8.1) | % | (6.9) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 38 | $ | 43 | $ | (5) | (12) | % | ||||||||||||||||||
•Total margin increased $77 million in fiscal 2022 reflecting increased margins from natural gas marketing activities ($38 million), including peaking and capacity management ($16 million), which was largely driven by the timing of settlement of storage hedge contracts. The increase is also attributable to incremental margin from UGI Moraine East, the legal entity holding the Stonehenge assets ($15 million), and renewable energy marketing activities ($9 million).
•Operating income increased $86 million compared to the prior year reflecting higher total margin and the absence of the adjustment to contingent consideration related to the GHI acquisition recognized in fiscal 2021 ($9 million).
•EBIT increased $79 million due to an increase in operating income, partially offset by lower equity income and higher depreciation and amortization expense largely attributable to UGI Moraine East.
Utilities
| For the year ended September 30, | 2022 | 2021 | Increase | |||||||||||||||||||||||
| Revenues | $ | 1,620 | $ | 1,079 | $ | 541 | 50 | % | ||||||||||||||||||
| Total margin (a) | $ | 801 | $ | 616 | $ | 185 | 30 | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 332 | $ | 254 | $ | 78 | 31 | % | ||||||||||||||||||
| Operating income | $ | 327 | $ | 241 | $ | 86 | 36 | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 336 | $ | 242 | $ | 94 | 39 | % | ||||||||||||||||||
| Natural gas system throughput - billions of cubic feet | ||||||||||||||||||||||||||
| Core market | 100 | 77 | 23 | 30 | % | |||||||||||||||||||||
| Total | 363 | 311 | 52 | 17 | % | |||||||||||||||||||||
| Natural gas heating degree days - % warmer than normal | (7.5) | % | (6.5) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 562 | $ | 394 | $ | 168 | 43 | % | ||||||||||||||||||
•Core market and total gas utility throughput increased 30% and 17%, respectively, largely reflecting the incremental volume from Mountaineer.
•Total margin increased $185 million during fiscal 2022 primarily due to the incremental margin from Mountaineer ($123 million), benefits from the increase in DSIC rates ($26 million), and growth in residential and large delivery service customers.
•Operating income increased $86 million compared to the prior year, largely reflecting the higher total margin ($185 million), partially offset by higher operating and administrative expenses ($78 million) and higher depreciation expense ($25 million), both principally due to the incremental expenses attributable to Mountaineer.
•EBIT increased $94 million reflecting higher operating income and non-service pension benefit ($8 million) compared to the prior year.
(a) Total margin represents total revenue less total cost of sales. In the case of the Utilities, total margin is also reduced by certain revenue-related taxes.
5
REPORT OF EARNINGS - UGI CORPORATION
| (Millions of dollars, except per share) Unaudited | Three Months Ended September 30, | Twelve Months Ended September 30, | ||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| AmeriGas Propane | $ | 520 | $ | 482 | $ | 2,943 | $ | 2,614 | ||||||||||||||||||
| UGI International | 675 | 545 | 3,686 | 2,651 | ||||||||||||||||||||||
| Midstream & Marketing | 595 | 320 | 2,326 | 1,406 | ||||||||||||||||||||||
| Utilities | 220 | 156 | 1,620 | 1,079 | ||||||||||||||||||||||
| Corporate & Other (a) | (76) | (65) | (469) | (303) | ||||||||||||||||||||||
| Total revenues | $ | 1,934 | $ | 1,438 | $ | 10,106 | $ | 7,447 | ||||||||||||||||||
| Earnings (loss) before interest expense and income taxes: | ||||||||||||||||||||||||||
| AmeriGas Propane | $ | 4 | $ | (6) | $ | 307 | $ | 385 | ||||||||||||||||||
| UGI International | 26 | (9) | 254 | 317 | ||||||||||||||||||||||
| Midstream & Marketing | 53 | 10 | 269 | 190 | ||||||||||||||||||||||
| Utilities | 4 | (3) | 336 | 242 | ||||||||||||||||||||||
| Total reportable segments | 87 | (8) | 1,166 | 1,134 | ||||||||||||||||||||||
| Corporate & Other (a) | 268 | 812 | 550 | 1,165 | ||||||||||||||||||||||
| Total earnings before interest expense and income taxes | 355 | 804 | 1,716 | 2,299 | ||||||||||||||||||||||
| Interest expense: | ||||||||||||||||||||||||||
| AmeriGas Propane | (40) | (39) | (160) | (159) | ||||||||||||||||||||||
| UGI International | (6) | (6) | (28) | (27) | ||||||||||||||||||||||
| Midstream & Marketing | (10) | (11) | (41) | (42) | ||||||||||||||||||||||
| Utilities | (18) | (14) | (65) | (56) | ||||||||||||||||||||||
| Corporate & Other, net (a) | (10) | (7) | (35) | (26) | ||||||||||||||||||||||
| Total interest expense | (84) | (77) | (329) | (310) | ||||||||||||||||||||||
| Income (loss) before income taxes | 271 | 727 | 1,387 | 1,989 | ||||||||||||||||||||||
| Income tax expense (b) | (28) | (202) | (313) | (522) | ||||||||||||||||||||||
| Net income including noncontrolling interests | 243 | 525 | 1,074 | 1,467 | ||||||||||||||||||||||
| Add net loss (deduct net income) attributable to noncontrolling interests | 1 | — | (1) | — | ||||||||||||||||||||||
| Net income attributable to UGI Corporation | $ | 244 | $ | 525 | $ | 1,073 | $ | 1,467 | ||||||||||||||||||
| Earnings per share attributable to UGI Corporation shareholders: | ||||||||||||||||||||||||||
| Basic | $ | 1.16 | $ | 2.51 | $ | 5.11 | $ | 7.02 | ||||||||||||||||||
| Diluted | $ | 1.13 | $ | 2.43 | $ | 4.97 | $ | 6.92 | ||||||||||||||||||
| Weighted Average common shares outstanding (thousands): | ||||||||||||||||||||||||||
| Basic | 209,765 | 209,444 | 209,940 | 209,063 | ||||||||||||||||||||||
| Diluted | 215,371 | 215,991 | 215,821 | 212,126 | ||||||||||||||||||||||
| Supplemental information: | ||||||||||||||||||||||||||
| Net income (loss) attributable to UGI Corporation: | ||||||||||||||||||||||||||
| AmeriGas Propane | $ | (23) | $ | (36) | $ | 112 | $ | 168 | ||||||||||||||||||
| UGI International | 14 | (1) | 175 | 221 | ||||||||||||||||||||||
| Midstream & Marketing | 31 | — | 163 | 107 | ||||||||||||||||||||||
| Utilities | (10) | (13) | 206 | 144 | ||||||||||||||||||||||
| Corporate & Other (a) | 232 | 575 | 417 | 827 | ||||||||||||||||||||||
| Total net income attributable to UGI Corporation | $ | 244 | $ | 525 | $ | 1,073 | $ | 1,467 | ||||||||||||||||||
(a)Corporate & Other includes specific items attributable to our reportable segments that are not included in profit measures used by our chief operating decision maker in assessing our reportable segments' performance or allocating resources. These specific items are shown in the section titled "Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share" below. Corporate & Other also includes the elimination of certain intercompany transactions.
(b)Income tax expense for the twelve months ended September 30, 2022 includes $20 million income tax benefit from adjustments as a result of the changes in the Pennsylvania corporate income tax rates for future years, signed into law in July 2022. Income tax expense for the twelve months ended September 30, 2021 includes $23 million income tax benefit from adjustments due to a step-up in tax basis in Italy as a result of tax legislation.
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Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share
(unaudited)
The following tables reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to previously:
| Fiscal Year Ended September 30, | 2022 | 2021 | |||||||||
| Adjusted net income attributable to UGI Corporation (millions): | |||||||||||
| Net income attributable to UGI Corporation | $ | 1,073 | $ | 1,467 | |||||||
| Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $140 and $389, respectively) | (458) | (1,001) | |||||||||
| Unrealized gains on foreign currency derivative instruments (net of tax of $14 and $2, respectively) | (36) | (6) | |||||||||
| Business transformation expenses (net of tax of $(2) and $(27), respectively) | 7 | 74 | |||||||||
| Acquisition and integration expenses associated with the Mountaineer Acquisition (net of tax of $(1) and $(4), respectively) | 1 | 10 | |||||||||
| Impairment of customer relationship intangible (net of tax of $0 and $(5), respectively) | — | 15 | |||||||||
| Impairments of certain equity method investments and assets (net of tax of $(14) and $0, respectively) | 26 | 93 | |||||||||
| Impact of change in tax law | (19) | (23) | |||||||||
Loss on extinguishment of debt (net of tax of $(3) and $0, respectively) | 8 | — | |||||||||
Restructuring costs (net of tax of $(10) and $0, respectively) | 24 | — | |||||||||
| Total adjustments (1) (2) | (447) | (838) | |||||||||
| Adjusted net income attributable to UGI Corporation | $ | 626 | $ | 629 | |||||||
| Adjusted diluted earnings per share: | |||||||||||
| UGI Corporation earnings per share - diluted | $ | 4.97 | $ | 6.92 | |||||||
| Net gains on commodity derivative instruments not associated with current-period transactions | (2.11) | (4.72) | |||||||||
| Unrealized gains on foreign currency derivative instruments | (0.17) | (0.03) | |||||||||
| Business transformation expenses | 0.03 | 0.35 | |||||||||
| Acquisition and integration expenses associated with the Mountaineer Acquisition | — | 0.04 | |||||||||
| Impairment of customer relationship intangible | — | 0.07 | |||||||||
| Impairments of certain equity method investments and assets | 0.12 | 0.44 | |||||||||
| Impact of change in tax law | (0.09) | (0.11) | |||||||||
| Loss on extinguishment of debt | 0.03 | — | |||||||||
| Restructuring costs | 0.12 | — | |||||||||
| Total adjustments (1) | (2.07) | (3.96) | |||||||||
| Adjusted diluted earnings per share | $ | 2.90 | $ | 2.96 | |||||||
(1)Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our chief operating decision maker in assessing segment performance and allocating resources.
(2)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
7
1 Fiscal 2022 Results & Business Update Ro ge r Pe r re a u l t President and CEO, UGI Corporation Te d J . J a s t r ze bs k i Chief Financial Officer, UGI Corporation Ro b e r t F. B e a rd Executive Vice President, Natural Gas, Global Engineering & Construction and Procurement 1
2 About This Presentation This presentation contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended). Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read UGI’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws. Among them are adverse weather conditions (including increasingly uncertain weather patterns due to climate change) resulting in reduced demand, the seasonal nature of our business, and disruptions in our operations and supply chain; cost volatility and availability of energy products, including propane and other LPG, natural gas, and electricity, as well as the availability of LPG cylinders, and the capacity to transport product to our customers; changes in domestic and foreign laws and regulations, including safety, health, tax, transportation, consumer protection, data privacy, accounting, and environmental matters, such as regulatory responses to climate change; the inability to timely recover costs through utility rate proceedings; increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; adverse labor relations and our ability to address existing or potential workforce shortages; the impact of pending and future legal or regulatory proceedings, inquiries or investigations; competitive pressures from the same and alternative energy sources; failure to acquire new customers or retain current customers, thereby reducing or limiting any increase in revenues; liability for environmental claims; customer, counterparty, supplier, or vendor defaults; liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, acts of war, terrorism, natural disasters, pandemics and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG in all forms; transmission or distribution system service interruptions; political, regulatory and economic conditions in the United States, Europe and other foreign countries, including uncertainties related to the war between Russia and Ukraine, the European energy crisis, and foreign currency exchange rate fluctuations (particularly the euro); credit and capital market conditions, including reduced access to capital markets and interest rate fluctuations; changes in commodity market prices resulting in significantly higher cash collateral requirements; impacts of our indebtedness and the restrictive covenants in our debt agreements; reduced distributions from subsidiaries impacting the ability to pay dividends or service debt; changes in Marcellus and Utica Shale gas production; the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our businesses; our ability to successfully integrate acquired businesses and achieve anticipated synergies; the interruption, disruption, failure, malfunction, or breach of our information technology systems, and those of our third-party vendors or service providers, including due to cyber-attack; the inability to complete pending or future energy infrastructure projects; our ability to achieve the operational benefits and cost efficiencies expected from the completion of pending and future business transformation initiatives, including the impact of customer service disruptions resulting in potential customer loss due to the transformation activities; our ability to attract, develop, retain and engage key employees; uncertainties related to a global pandemic, including the duration and/or impact of the COVID-19 pandemic; the impact of proposed or future tax legislation; the impact of declines in the stock market or bond market, and a low interest rate environment, on our pension liability; our ability to protect our intellectual property; and our ability to overcome supply chain issues that may result in delays or shortages in, as well as increased costs of, equipment, materials or other resources that are critical to our business operations.
3 UGI Supplemental Footnotes • Management uses UGI Corporation adjusted earnings per share and UGI Corporation Adjusted Earnings before interest, taxes, depreciation, and amortization (“EBITDA”), which are non-GAAP financial measures, when evaluating UGI’s overall performance. Management believes that presentation of these non-GAAP financial measures provides useful information to investors to more effectively evaluate period over period earnings, profitability and cash flow generation of the Company’s businesses reconciliations. • Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. • The tables in the slides 9 and 41 reconcile UGI Corporation adjusted (loss) earnings per share and UGI Corporation Adjusted EBITDA to their most directly comparable GAAP measures.
4 1 Introduction Agenda 2 FY22 Financial Review 3 FY23 Strategic Priorities 4 FY23 – 26 Financial Outlook
5 1 Introduction
6 FY22 Financial Overview 6 • FY22 GAAP diluted EPS of $4.97 vs. $6.92 in FY21 • Record Reportable Segments EBIT demonstrating the strategic advantages of our business portfolio Record performance at the Utilities led by higher rates from the Distribution System Improvement Charge (DSIC) and record performance by our strategic acquisition, Mountaineer Record performance in Midstream & Marketing due to increased margins from natural gas marketing activities and strong performance from our recent acquisition, UGI Moraine East Benefits from our expense control actions • 138 consecutive years of paying dividends; 35th consecutive year of annual dividend increases • Strong balance sheet with $1.7 billion in available liquidity 1. Adjusted Diluted EPS is a non-GAAP measure. See slide 9 for reconciliation. 2. Reportable Segments EBIT stands for UGI Corporation’s Earnings before interest expense and income taxes excluding EBIT related to Corporate & Other. Adjusted Diluted EPS1 Reportable Segments EBIT ($ in Million)2 $2.96 $2.90 FY21 FY22 $1,134 $1,166 FY21 FY22 Key Financial Highlights
7 FY22 Key Accomplishments • Deployed record $562 million of capital at the Utilities ~155 miles of pipeline replaced • Added 14,000+ customers at the Utilities • Received PA PUC approval of our gas rate case $38 million increase effective on October 29, 2022, and another increase of $11.45 million on October 1, 2023 Weather Normalization Adjustment Rider 5-year pilot • Strong production volumes at UGI Moraine East • Generated ~84% of Midstream & Marketing margin from fee-based sources Natural Gas • Maintained strong LPG volumes at UGI International • Solid National Accounts volumes at AmeriGas • Benefited from effective margin management • Achieved FY22 benefits from the business transformation initiatives and prudent expense control which largely offset the impact of inflationary pressures Global LPG • Released 4th annual ESG report titled, "Transparency, Action and Progress", highlighting strong progress on all key initiatives • Received upgraded ESG Rating of “AA” from MSCI • Advanced on our renewables commitments – RNG, BioLPG, Renewable Dimethyl ether $300+ million committed to date New RNG projects announced in New York and South Dakota
8 2 FY22 Financial Review
9 FY22 Adjusted Diluted Earnings per Share FY22 FY21 AmeriGas Propane $0.52 $0.79 UGI International 0.81 1.04 Midstream & Marketing 0.76 0.51 Utilities 0.95 0.68 Corporate & Other (a) 1.93 3.90 Earnings per share – diluted 4.97 6.92 Net gains on commodity derivative instruments not associated with current-period transactions (2.11) (4.72) Unrealized gains losses on foreign currency derivative instruments (0.17) (0.03) Business transformation expenses 0.03 0.35 Acquisition and integration expenses associated with the Mountaineer Acquisition — 0.04 Impairment of customer relationship intangible — 0.07 Impairments of certain equity method investments and assets 0.12 0.44 Impact of change in tax law (0.09) (0.11) Loss on extinguishment of debt 0.03 — Restructuring Costs 0.12 — Total adjustments (a) (2.07) (3.96) Adjusted earnings per share – diluted $2.90 $2.96 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources.
10 0.79 0.52 1.04 0.81 0.51 0.76 0.68 0.95 FY21 FY22 FY22 Results Recap Utilities4 Midstream & Marketing UGI International AmeriGas FY22 Adjusted Diluted EPS1 – Segment Split 1. Adjusted Diluted EPS is a non-GAAP measure. See Slide 9 for reconciliation. 2. Includes $(0.06) Corporate & Other. 3. Includes $(0.14) Corporate & Other. 4. Includes Mountaineer Gas Company acquired on September 1, 2021. $2.962 $2.903 FY22 GAAP diluted EPS of $4.97 compared to $6.92 in FY21 FY22 Adjusted Diluted EPS1 – Comparison with FY21 4 $2.96 $2.90
11 Financial Results – AmeriGas Propane (Dollars in Millions) FY21 FY22 Earnings Before Interest Expense & Income Taxes $385 Total Margin (67) Operating and Administrative Expenses (20) Depreciation and Amortization (4) Other Income and Expense, net 13 Earnings Before Interest Expense & Income Taxes $307 Item Primary Drivers Volume↓ Retail gallons sold decreased 8% principally reflecting impact of customer service challenges, staffing shortages, increased price sensitivity in the higher commodity cost environment and prior-year impact of COVID-19 on cylinder exchange and resale volumes Total Margin ↓ Largely attributable to lower retail propane volumes sold ($100 million), partially offset by higher average retail propane margin ($28 million) and increased non-propane margin ($11 million) principally due to higher fuel recovery and tank rental fees Operating and Admin Expenses ↑ Impacted by inflationary cost environment; reflects higher bad debt expense ($13 million), vehicle fuel ($13 million), general insurance ($11 million), and telecommunications ($10 million), partially offset by lower employee compensation and benefits ($22 million), advertising ($8 million) and vehicle leases Other Income and Expense, net ↑ Largely related to gains on asset sales Weather versus normal 1.8% colder than prior year Warmer (2.8%) (0.8%) FY22FY21
12 Item Primary Drivers Total Volume ↑ Total LPG retail gallons increased 1%, largely attributable to the recovery of certain bulk and autogas volumes that were negatively impacted by COVID-19 in FY21 and favorable crop drying campaigns Total Margin ↓ Primarily reflects translation effects of weaker foreign currencies and lower total energy marketing margin ($53 million), partially offset by higher total LPG margin Operating and Admin Expenses ↓ Driven by the translation effects of the weaker foreign currencies largely offset by the effects of inflation on the underlying distribution, personnel and maintenance costs Other Income and Expense, net ↑ Includes higher gains associated with the sale of assets Financial Results – UGI International (Dollars in Millions) FY21 FY22 Earnings Before Interest Expense & Income Taxes $317 Total Margin (118) Operating and Administrative Expenses 11 Depreciation and Amortization 18 Realized FX Gains 12 Other Income and Expense, net 14 Earnings Before Interest Expense & Income Taxes $254 Weather versus normal 5.0% warmer than prior year (14.7%) Warmer (2.6%) FY21 FY220.4%
13 Item Primary Drivers Total Margin ↑ Reflecting increased margins from natural gas marketing activities ($38 million), including capacity management ($16 million) and peaking, incremental margin from UGI Moraine East ($15 million), renewable energy marketing activities ($9 million), and retail power and generation ($5 million) Depreciation and Amortization ↑ Largely attributable to the UGI Moraine East acquisition Other Income and Expense, net ↑ Absence of the adjustment to contingent consideration related to the GHI acquisition recognized in FY21 partially offset by lower equity income Financial Results – Midstream & Marketing Weather versus normal 4.3% warmer than prior year Warmer (8.1%) FY21 FY22 (6.9%) (Dollars in Millions) FY21 FY22 Earnings Before Interest Expense & Income Taxes $190 Total Margin 77 Depreciation and Amortization (3) Other Income and Expense, net 5 Earnings Before Interest Expense & Income Taxes $269
14 Item Primary Drivers Volume ↑ Core market and total natural gas system volumes increased (23 bcf and 52 bcf, respectively) during FY22 largely related to incremental volumes attributable to Mountaineer Total Margin ↑ Primarily attributable to the incremental margin from Mountaineer ($123 million), benefits from the increase in Distribution System Improvement Charge rates ($26 million), and growth in residential and large delivery service customers Operating and Admin Expenses ↑ Primarily related to incremental expenses attributable to Mountaineer Depreciation ↑ Principally related to incremental expenses attributable to Mountaineer and continued distribution system capital expenditure activity Financial Results – Utilities (Dollars in Millions) FY21 FY221 Earnings Before Interest Expense & Income Taxes $242 Total Margin 185 Operating and Administrative Expenses (78) Depreciation (25) Other Income and Expense, net 12 Earnings Before Interest Expense & Income Taxes $336 Weather versus normal 1.0% warmer than prior year Warmer (7.5%) FY21 FY22 (6.5%) 1. Includes Mountaineer Gas Company acquired on September 1, 2021.
15 $0.5 $0.4 $1.5 $1.7 $1.3 $1.5 $2.2 $1.7 2020 2021 2022 Available Liquidity ($ in Billion) Cash Collateral received Base Liquidity Liquidity Update • Strong balance sheet position: • $1.7 Billion in available liquidity1 as of September 30, 2022, inclusive of $398 million of cash collateral received from derivative counterparties • On November 17, 2022, our Board of Directors approved a quarterly dividend of $0.36 per share 1. Defined as cash and cash equivalents, and available borrowing capacity on our revolving credit facilities.
16 FY22 Summary Delivered on our long-term financial targets Solid underlying base business Attractive dividend track record Financial flexibility enabling growth investments • 8.8% EPS CAGR (2012 - 22) • 7.2% Dividend CAGR (2012 - 22) • Record reportable segments EBIT • Record performance in our natural gas businesses • 138 year track record of paying dividends • 35 years of consecutively increasing dividends • $1.7 billion of available liquidity • Deployed record level of capital at the Utilities • $300+ million committed to RNG projects to date 44% 56% 61% 39% Earnings Contribution – Adjusted Diluted EPS1 FY21 FY22 1. Adjusted Diluted EPS is a non-GAAP measure.
17 3 FY23 Strategic Priorities
18 A Differentiated and Resilient Portfolio Well-positioned to optimize shareholder value despite macro-economic challenges which have led to higher commodity prices, the European energy crisis, inflation, labor constraints and supply chain challenges. Essential solutions that meet consumers’ basic needs Large customer base Robust supply and distribution network Global presence providing geographically diverse earnings stream Substantial addressable markets Constructive regulatory environments
19 FY23 Strategic Priorities Execute on the strategic review of the European energy marketing business Ignite market share and EPS growth at AmeriGas Drive reliable earnings growth at Utilities through capital spend and weather normalization Expand our renewables portfolio Continue our support functions’ transformation to achieve best- in-class services Advance in our ESG Journey
20 European Energy Marketing Strategic Review Update Current Business Overview Strategic Review Update Financial Outlook3 • Natural gas and electricity marketing across France, Belgium, and the Netherlands • UK: Operations divested as of October 21, 2022 • France: Intended sale of the business with a targeted closing in the first quarter of FY231 • Belgium and the Netherlands: Intended wind- down2 of operations. Existing contract volumes expected through to the first quarter of FY26, with most of the volume commitments in the first 12-18 months FY22 FY23E3 FY26E3 Volume (MWh) 14.4 6.1 – 6.3 0.7 – 0.9 EPS $(0.21) $(0.10) - $(0.12) $(0.02) - $(0.04) 1. Closing for any sale transaction would require satisfaction of customary regulatory approvals and closing conditions, including completion of works council consultations. 2. Wind down in the Netherlands subject to completion of works council consultation. 3. Estimated or expected values for FY23 and FY26. Values for FY23 and FY26 assume that the energy marketing business in France is sold in the first quarter of FY23. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. Unprecedented volatility and increases in natural gas and power prices in FY22 led to our decision to pursue a strategic review of the energy marketing business in Europe.
21 Leveraging our Operating Model to Drive Market Share and EPS Growth at AmeriGas Process Efficiencies • Standardized critical business processes • Centralized key functions, including one customer service center Selling Efficiency & Enhanced Customer Experience • Digital customer self-service platform • Additional sales channels such as Cynch • Next-generation Customer Relationship Management Transport Efficiency • Optimized routing/logistics Permanent Benefits at the end of FY22 • Realized ~$150 million in permanent benefits Business Transformation Achievements AmeriGas Performance Enhancement: Strategic and Operational Actions to Drive Growth Leverage our scale and enhanced operating model • Embrace continuous improvement to achieve operational excellence and improved service levels • Effectively manage margin and optimize pricing, while focusing on retention and margin growth • Disciplined focus on customer retention and satisfaction Key Strategic Acquisitions • Resume our roll-up strategy and capture synergies • Realize benefits from customer density Consistently growing market share ~8% EPS growth by FY26 Reduce leverage ratio2: Long-term target of 4.0x – 4.5x Actions Objectives1 1 2 3 1. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. 2. Total debt over Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure.
22 -50 50 150 250 350 450 550 650 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 2 1 2 0 2 2 2 0 2 3 B 2 0 2 4 -2 0 2 6 P $ M ill io n s UGI Utilities, Inc. Mountaineer Gas Company 0 1 2 3 4 5 2 0 1 7 2 0 1 8 2 0 1 9 2 0 2 0 2 0 2 1 2 0 2 2 2 0 2 3 F 2 0 2 4 P 2 0 2 5 P 2 0 2 6 P $ B ill io n s UGI Utilities, Inc. Mountaineer Gas Company Capital Investment Drives Rate Base Growth at the Utilities businesses Capital Investment1 (~$2.4B between FY23 – 26) Rate Base Growth1 1. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. 2. Multi-year average across FY24 - 26. $ • Record capital spend, to retire aged infrastructure and expand our systems, drives reliable earnings growth and rebalancing of our portfolio • Minimal regulatory lag with ~90% of capital recoverable within 12 months 2 $ FY17 – 26P CAGR: ~13% FY22 – 26P CAGR: ~10%
23 Renewables: Our Growth Engine for the Future • Investments in renewable energy solutions • Leverage existing infrastructure and our core competencies • Achieve carbon emission reduction goals • Participate in evolving regulatory landscape • RNG projects in service • Cayuga project at Spruce Haven, New York, with expected annual production of 50 Mmcf • New Energy One project at Idaho, in which UGI holds a minority interest, with expected annual production of 250 Mmcf • Anticipate 2 Cayuga RNG projects in New York (Allen Farms, El Vi) to be commissioned in CY23 • Expected total annual production of 140 Mmcf once completed • Expect to have the first Renewable Dimethyl ether plant in the UK as part of JV with SHV Energy • Expected production of 300 kilotons per year, once completed $1 - 1.25B Projected investment in renewable energy solutions1 (FY21 - 25) 10%+ Targeted Unlevered IRR Investment Priorities Project Update1 1. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. 2. Total committed as of Nov 15, 2022. $300M+ Committed to renewable natural gas2
24 ESG Priorities Strengthening environmental disclosures with Task Force on Climate-Related Financial Disclosures (TCFD) Completed our Carbon Disclosure Project (CDP) questionnaire in 2021 and 2022 Continue to deliver on commitments to our people Continued focus on identification of, and disclosure around, emerging environmental risks and opportunities to help drive company strategy We intend to release our first TCFD aligned climate report in 2023 • Our customers: Continued investment in technology that ensures our customers have safe, reliable, affordable and environmentally friendly energy solutions delivered to them every day • Our employees: Sustained focus on training our employees, retaining talent and providing opportunities for career development within and across job functions as we execute on our Belonging, Inclusion, Diversity & Equity (BIDE) imperative • The communities we serve: UGI continues to partner with organizations such as the United Way, Big Brothers Big Sisters, among others, to support the communities we serve
25 4 FY23 – 26 Financial Outlook
26 $(0.07) $(0.09) $2.90 $(0.06) $0.10 $0.12 $0.10 FY22 Adjusted Diluted EPS Capacity Management UGI International one-time items European Energy Marketing PA Gas Rate Increase Interest Expense Other Growth Drivers FY23 Adjusted Diluted EPS Guidance FY23 Guidance FY23 Adjusted Diluted EPS Guidance – Comparison with FY22 $3.15 1. Adjusted Diluted EPS is a non-GAAP measure. See Slide 9 for reconciliation. 2. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments we cannot reconcile fiscal year 2023 adjusted diluted earnings per share, a non-GAAP measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. 3. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. 1 Key Assumptions3: Normal weather Current tax regime Sustained inflationary pressures Divestiture of the French energy marketing business in the first quarter of FY23 Consistent earnings contribution from AmeriGas between FY23 and FY22 Average diluted shares of ~215.9 million $2.85 2,3
27 FY22 FY23E FY26E FY23 – 26 Financial Outlook 4-Year Adjusted Diluted EPS1 Growth Plan New base rates in our regulated utilities Record capital spend at the Utilities ~8% EPS CAGR (FY22 – 26) at AmeriGas Divestiture of the French energy marketing business in the first quarter of FY23 Wind-down of the energy marketing business in Belgium and the Netherlands Increased renewables earnings Disciplined M&A activity Tax credits from the Inflation Reduction Act Key Assumptions2: 1. Adjusted Diluted EPS is a non-GAAP measure. 2. The forward looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. Long-Term Financial Commitments: 6 – 10% EPS Growth and 4% Dividend Growth
28 Prioritize based on our 3R strategy, unlevered Internal Rate of Return and Return on Invested Capital 6% – 10% EPS growth target 4% dividend growth target FY23 – 26 Capital Allocation Plan1 Sources of Cash 1. The forward looking information used on this slide is for illustrative purposes only. Actual amounts may differ substantially from the figures presented. Figures estimated using long-term business planning and certain assumptions. 2. Adjusted EBITDA is a non-GAAP measure. Please see slide 41 for reconciliation. Cash Flow From Operations $5.7 – 5.9B Debt $1.3 – 1.5B • ~45% from Global LPG • ~55% from Natural Gas Consistent cash generation Optimal capital structure Process improvement Optimal shareholder return Capital Allocation Principles Maintain significant dividend payout ratio of 35% - 45% 3.0x – 3.5x Debt / Adjusted EBITDA2 Maintain safety and operational excellence $7.0- 7.4B
29 Regulated Business ~43% Renewables ~24% Midstream ~9% Global LPG ~24% $4.8 - 5.2B Cash Returned to Shareholders2 ~$1.3B Maintenance Capex ~$0.9B Regulatory Capital ~$1.6B Growth Capex & M&A ~3.4B FY23 – 26 Capital Allocation Plan1 1. The forward looking information used on this slide is for illustrative purposes only. Actual amounts may differ substantially from the figures presented. Figures estimated using long-term business planning and certain assumptions. 2. Includes equity share dividends and buybacks. Uses of Cash Growth, M&A and Regulatory Capital $4.8 - 5.2B 75%+ of the growth and regulatory capital will be invested in Natural Gas and Renewables $7.0 - 7.4B
30 Financial Stability1 4.7x 4.2x 4.2x 4.2x 3.7x FY19 FY20 FY21 FY22 FY26E Leverage2 Debt Maturities ($ Million) 1. The information on this slide is as September 30, 2022. The forward looking information used on this slide is for illustrative purposes only. Actual amounts may differ substantially from the figures presented. Estimated using long-term business planning and debt repayment assumptions as of September 30, 2022. 2. Total debt over Adjusted EBITDA. Adjusted EBITDA is a non-GAAP measure. Please see slide 41 for reconciliation. 3. Represents percentage of outstanding debt at September 30, 2022 that has an interest rate that is fixed or effectively-fixed via interest rate swaps. • UGI’s philosophy is to hold debt at its business units and keep capacity at the holding company level for strategic opportunities • Plans to achieve leverage2 of 3.0x - 3.5x over the next several years • 90%+ of long-term debt at fixed rates or hedged at fixed rates through interest rate swaps3 $- $500 $1,000 $1,500 $2,000 FY23 FY24 FY25 FY26 FY27 FY28 - 52 AmeriGas UGI International Midstream & Marketing Utilities UGI Corp
31 A Diversified Energy Provider Reliable Earnings Growth Renewables Rebalance 140 years 18 countries ~10,000 employees1 4 diversified businesses 2.5 million+ customers1 ONE 1. As of September 30, 2022. Long track record of solid EPS and dividend growth driven by disciplined investments Leading market positions in our target markets and strong operations Superior range of clean and sustainable energy solutions for our customers Strong track record of redeploying capital at attractive long-term rates of return Culture of innovation to succeed in evolving environments
32 Q & A Q
33 Appendix
34 FY22 Adjusted Diluted Earnings by Segment2 Global LPG 44% Natural Gas 56% AmeriGas 17% UGI International 27% Midstream & Marketing 25% Utilities 31% Business Overview Our Long Term Commitments Natural Gas Global LPG • 2nd largest regulated gas utility in Pennsylvania1 • Largest regulated gas utility in West Virginia1 • Utilities rate base CAGR of ~10% (FY22-26) FY22 Adjusted Diluted Earnings • Full suite of midstream services • Marketing gas on 48 gas utility systems and 20 electric utility systems in 14 states • ~84% fee based income • Largest retail LPG distributor in the US based on the volume of propane gallons distributed annually • Broad geographic footprint with locations in all 50 states • Largest LPG distributor in France, Austria, Belgium, Denmark, Hungary, and Luxembourg • Energy marketing business under strategic review 1. Based on total customers. 2. Reportable Segments Adjusted Diluted EPS is a non-GAAP measure including Adjusted Diluted EPS for the reporting segments. Please see Slide 9 for reconciliation. UGI Corporation is a distributor and marketer of energy products and services including natural gas, propane, butane, and electricity 6-10% EPS Growth 8.8% EPS 10-year CAGR 4% Dividend Growth 7.2% Dividend 10-year CAGR
35 FY22 Adjusted Net Income (Dollars in Millions) FY22 FY21 AmeriGas Propane $112 $168 UGI International 175 221 Midstream & Marketing 163 107 Utilities 206 144 Corporate & Other (a) 417 827 Net income attributable to UGI Corporation 1,073 1,467 Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $140 and $389, respectively) (458) (1,001) Unrealized gains on foreign currency derivative instruments (net of tax of $14 and $2, respectively) (36) (6) Business transformation expenses (net of tax of $(2) and $(27), respectively) 7 74 Acquisition and integration expenses associated with the Mountaineer Acquisition (net of tax of $(1) and $(4), respectively) 1 10 Impairment of customer relationship intangible (net of tax of $0 and $(5), respectively) - 15 Impairments of certain equity method investments and assets (net of tax of $(14) and $0, respectively) 26 93 Impact of change in tax law (19) (23) Loss on extinguishment of debt (net of tax of $(3) and $0, respectively) 8 - Restructuring costs (net of tax of $(10) and $0, respectively) 24 - Total adjustments (a) (b) (447) (838) Adjusted net income attributable to UGI Corporation $626 $629 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
36 Our Natural Gas Business1 • $3.4 billion rate base • Strong capital investment runway with a focus on safety, reliability and growth • Authorized gas ROEs of 10.15% (DSIC) and 9.75% (IREP) at UGI Utilities, Inc. and Mountaineer Gas Company, respectively • 99%+ of UGI Utilities, Inc. natural gas sourced from Marcellus Shale • First utility in Pennsylvania to receive approval from PUC to purchase RNG on behalf of customers • World’s largest RNG interconnect with Archaea • Weather normalization approved for PA Gas utility; promotes earnings stability • Top performer (#1 or #2) in residential customer satisfaction surveys for the past 5 years within utility peer group • Significant customer growth opportunities – added ~15,000 heating customers annually on average over last 10 years Utilities 1. As of September 30, 2022. 2. Includes capacity from JV equity interests. Midstream & Marketing • Full suite of midstream services • Commodity Marketing • LNG Peaking • Total vaporization (~360,000 Dth/day) • Total liquefaction (~22,500 Dth/day) • 19.5 million gallons of Tank storage • Built Pipeline Capacity • Total capacity (~4,800,000 Dth/day)2 • Underground Natural Gas Storage • 15,000,000 Dth • Gathering services • ~42,000 customer locations • Significant fee-based income providing reliable growth • Assets and expertise to meet increasing RNG demand • Strong track record of project execution
37 Our Global LPG Business1 Key Highlights 1. As of September 30, 2022. • Robust transportation and logistics infrastructure provides flexibility and supply reliability • #1 propane distributor in the US; servicing all 50 states • A leading provider in multiple territories of the 17 countries served in Europe • Track record of margin management and disciplined expense management • Digital customer service and delivery platforms • Centralized operations • Continued strength in cash generation AmeriGas: Best-in-class network of supply assets that provide the ability to quickly position truck, rail and trans-loading assets to areas in need Trailers Rail Cars ~870 Terminals Bobtail Trucks operated in US ~2,520~1,400 11 Retail Distribution Locations in US Transflow Units 21~680 UGI International: Strategically located supply assets with strong history of managing an extensive logistics and transportation network Primary Storage Facilities in Europe Secondary Storage Facilities in Europe 10 80+ • Sea, Pipeline and Rail Terminals • Depots and Storage Locations Brands that act as reliable partners to our customers
38 ESG Update UGI ESG Rating History - MSCI UGI is positioned among top 18% of our peers Key ESG Focus Areas “With its excellent awareness of potential future disruptions, we believe UGI is well positioned to capitalize on the energy transition compared with industry peers.” - S&P Global Ratings Continue to align disclosure with shareholder expectations Commitment to invest in renewable energy solutions Reducing emissions Commitment to Belonging, Inclusion, Diversity and Equity Ongoing establishment of relevant KPIs Addressing areas most significant to the business and stakeholders High priority ESG topics identified in UGI’s Materiality Matrix1 in its 4th Annual ESG report issued in June 2022 Decarbonization Pipeline safety and control GHG emission (incl. methane) Cybersecurity and data privacy Regulatory compliance Stakeholder engagement Corporate governance Adaption and resiliency Environmental Social Governance 1. For more information on UGI’s ESG initiatives, please see UGI’s sustainability reports and visit www.ugiesg.com.
39 • Plan to issue a TCFD- aligned report Transparency, Action and Progress Scope 1 Emissions Reduction Commitment 55% Reduction by 20252 2020 2025 Target Date Target Date Methane Emissions Reduction Commitment 92% Reduction by 2030 95% Reduction by 2040 1999 2040 Renewable Investment Invest $1-1.25 billion by 2025 2020 2025 Pipeline Replacement and Betterment Commitments Replace all cast iron by 2027 Replace all bare steel by 2041 2013 2027 2013 2041 Environmental Commitments and Progress1 Supplier Diversity Goal Improve spend with diverse Tier I and Tier II suppliers by 25% by 2025 2020 2025 Social Commitments and Progress1 Safety Commitments and Progress1 Total Recordable Injuries (TRI) 35% Reduction in TRI by 20252 (Per 200,000 hours) 2020 2025 Accountable Vehicle Incidents (AVI) 50% Reduction in AVI by 20252 (Per 1,000,000 miles) 2020 2025 Disclosure Commitments1 Better align disclosure with stakeholder expectations 2018 2019 2021 20222020 • 1st ESG Report • 1st Materiality Assessment • Issued corporate- wide policies • Goals around Scope 1 emissions, safety, and supplier diversity • 2nd Materiality Assessment • Received AA ESG rating from MSCI • Scope 3 emissions reported 1. Information in UGI’s fourth annual ESG Report published on June 2, 2022. For more information on UGI’s ESG initiatives, please see UGI’s sustainability reports and visit www.ugiesg.com. 2. Please see slide 43.
40 Socially Responsible Business Built on Strong Governance SAFETY RESPECT INTEGRITY 45% Board Diversity2 5 years Average Board Tenure1 Collaborations with Big Brothers Big Sisters and United Way 82% Independent Directors3 Independent Chairman Supplier Diversity RESPONSIBILITY EXCELLENCE RELIABILITY 1. Average tenure is calculated as of January 28, 2022. For directors who were appointed in 2021, their average tenure was calculated as a proration based on their month of appointment. 2. Diversity represents ethnicity and gender. 3. As defined under the rules of the New York Stock Exchange. 4. BOLD, WIN and VET represent Black Organizational Leadership & Development, Women’s Impact Network and Veteran Employee Team, respectively. Belonging, Inclusion, Diversity and Equity (BIDE) Employee Resource Groups: BOLD, WIN and VET4
41 Non-GAAP reconciliation: UGI Corporation Adjusted EBITDA and Leverage ($ in millions) Year Ended September 30, 2019 2020 2021 2022 Net income including noncontrolling interests $308 $532 $1,467 $1,073 Income taxes 93 135 522 313 Interest expense 258 322 310 329 Depreciation and amortization 448 484 502 518 EBITDA 1,107 1,473 2,801 2,233 Unrealized losses (gains) on commodity derivative instruments 290 (117) (1,390) (598) Unrealized (gains) losses on foreign currency derivative instruments (32) 36 (8) (50) Loss on extinguishments of debt 6 - - 11 AmeriGas Merger expenses 6 - - - Acquisition and integration expenses associated with the CMG Acquisition 16 2 - - Acquisition and integration expenses associated with the Mountaineer Acquisition - - 14 2 Business transformation expenses 23 62 101 9 Impairments of certain equity method investments and assets - - 93 40 Impairment of customer relationship intangible - - 20 Impact of change in tax law - - - - Loss on disposals of Conemaugh and HVAC - 54 - - Restructuring costs - - - 34 Adjusted EBITDA $1,416 $1,510 $1,631 $1,681 Total Debt $6,600 $6,381 $6,816 $7,000 Leverage 4.7x 4.2x 4.2x 4.2x
42 Total AmeriGas Propane UGI International Midstream & Marketing Uti l i ties Corp & Other Revenues $10,106 $2,943 $3,686 $2,326 $1,620 ($469) Cost of sales (5,973) (1,613) (2,751) (1,876) (798) 1,065 Total margin 4,133 1,330 935 450 822 596 Operating and administrative expenses (2,028) (889) (611) (129) (353) (46) Depreciation and amortization (518) (177) (116) (79) (144) (2) Other operating income, net 79 43 29 4 2 1 Operating income 1,666 307 237 246 327 549 (Loss) income from equity investees (14) - (2) 23 - (35) Loss on extinguishments of debt (11) - - - - (11) Other non-operating income, net 75 - 19 - 9 47 Earnings before income taxes and interest expense 1,716 307 254 269 336 550 Interest expense (329) (160) (28) (41) (65) (35) Income before income taxes 1,387 147 226 228 271 515 Income tax expense (313) (35) (50) (65) (65) (98) Net income including noncontrolling interests 1,074 112 176 163 206 417 Deduct net income attributable to noncontrolling interests (1) - (1) - - - Net income attr ibutable to UGI Corporation $1,073 $112 $175 $163 $206 $417 FY22 Segment Reconciliation (GAAP) ($ in Million) 1. For US GAAP purposes, certain revenue-related taxes within our Utilities segment are included in “Operating and administrative expenses” above. Such costs reduce margin for Management’s Results of Operations reported in our periodic filings. 1 1
43 Notes to ESG Commitments 35% Reduction in Total Recordable Injuries by 2025 1. Scope 1 emissions reduction target does not include emissions from the Mountaineer acquisition closed in 2021. The emissions from the Pine Run acquisition, announced in February 2021, was included in the baseline 2020 number as this investment will contribute to our five year goal. The 2020 base number also takes a 5-year emissions average from the Hunlock generation facility to account for year-over-year differences in run time 1. All domestic UGI companies use the OSHA definition for Total Recordable Injuries (“TRI”). TRIs represent the number of work-related injuries or illnesses requiring medical treatment beyond first aid, per 200,000 hours. 2. UGI International reports rates in accordance with the Industrial Management System guidelines. A TRIR represents a work-related recordable injury to an employee or hired staff that requires medical treatment beyond first aid, as well as one that causes death, or days away from work. 1. UGI Utilities and UGI Energy Services use the American Gas Association definition for AVI, which defines an AVI as a reportable motor vehicle incident in which the driver failed to do everything that reasonably could have been done to avoid the incident. 2. UGI International reports rates in accordance with the Industrial Management System guidelines. An AVI represents an incident that caused or contributed to, in whole or in part, by actions of the company driver or contractor driver, or an incident that could have been avoided by the company driver, using reasonable defensive driving measures, which resulted in injury or damage, either to the vehicle, or to the object struck, regardless of value. 3. AmeriGas defines an AVI as any incident that could have been preventable by the company driver. 50% Reduction in Accountable Vehicle Incidents (AVI) by 2025 Committed to reducing Scope I emissions by 55% by 2025 using 2020 as the base year
44 Investor Relations: Tameka Morris 610-456-6297 morrista@ugicorp.com Arnab Mukherjee 610-768-7498 mukherjeea@ugicorp.com