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): August 2, 2023
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS 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 August 2, 2023, UGI Corporation (the “Company”) issued a press release announcing financial results for the Company for the fiscal quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 3, 2023, the Company will hold a live Internet Audio Webcast of its conference call to discuss its financial results for the fiscal quarter ended June 30, 2023.
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 | ||||||||
| August 3, 2023 | By: | /s/ Sean P. O'Brien | ||||||
| Name: | Sean P. O'Brien | |||||||
| Title: | Chief Financial Officer | |||||||
Press ReleaseUGI Reports Third Quarter Results
August 2, 2023
VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) today reported financial results for the fiscal quarter ended June 30, 2023.
HEADLINES
•Q3 GAAP diluted earnings per share ("EPS") of $(3.76) and adjusted diluted EPS of $0.00 compared to GAAP diluted EPS of $(0.03) and adjusted diluted EPS of $0.06 in the prior-year period.
•Year-to-date GAAP diluted EPS of $(7.78) and adjusted diluted EPS of $2.81 compared to GAAP diluted EPS of $3.84 and adjusted diluted EPS of $2.90 in the prior-year period.
•Year-to-date reportable segments earnings before interest expense and income taxes1 ("EBIT") of $1,076 million compared to $1,079 million in the prior-year period.
•Available liquidity of approximately $1.8 billion as of June 30, 2023.
•Entered into definitive agreements to divest of the natural gas and power marketing business in Belgium, which is expected to close2 by the end of fiscal 2023.
•Entered into definitive agreements to divest of certain natural gas and power marketing portfolios in France and the wind and solar portfolio in the Netherlands, which are expected to close2 in the first and second quarters of fiscal 2024, respectively.
•Released the fifth annual ESG Report entitled, "Partners for the Future", highlighting our progress and performance across a number of key initiatives.
"This quarter, we continued to execute on our strategy, while taking actions to enhance our financial flexibility," said Roger Perreault, President and Chief Executive Officer of UGI Corporation. "We reduced total debt at AmeriGas and, subsequent to the quarter, entered into definitive agreements to divest a substantial portion of the non-core European energy marketing businesses.
"Adjusted earnings was lower than the prior-year as higher gas rates and increased customer growth in our regulated utilities, higher margin from natural gas gathering and marketing activities, and increased LPG unit margins, were offset by greater operating and administrative expenses across all of our reportable segments. Based on the results of the first nine months of fiscal 2023 and expectations for the fourth quarter, we anticipate fiscal 2023 adjusted diluted EPS to be at the low end of our guidance range of $2.75 to $2.903.
"As we continue to navigate the challenging environment, our team is focused on identifying sustainable cost savings, improving the earnings quality of our business and strengthening the balance sheet. We believe that these actions will better position us for future earnings growth and deliver long-term shareholder value."
KEY DRIVERS OF THIRD QUARTER RESULTS
•AmeriGas Propane: EBIT up $2 million due to higher LPG unit margins, partially offset by higher operating and administrative expenses largely attributable to increased employee compensation and benefits, advertising and vehicle expenses
1
•UGI International: EBIT down $4 million, reflecting lower margin from the non-core energy marketing operations and higher operating and administrative expenses primarily due to the inflationary environment, offset by higher LPG margins
•Midstream & Marketing: EBIT down $3 million due to lower capacity management margin resulting from the timing of settlement of storage hedge contracts in prior year, partially offset by increased commodity marketing margin as well as incremental earnings from the Pennant acquisition
•Utilities: EBIT down $6 million as higher margin was offset by increased operating and administrative expenses, attributable to the timing of certain expenses and the effects of inflationary pressures
EARNINGS CALL AND WEBCAST
UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss the quarterly earnings and other current activities at 9:00 AM ET on Thursday, August 3, 2023. 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 August 2, 2024.
CONTACT INVESTOR RELATIONS
Tel: +1 610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
Shelly Oates, ext. 3202
ABOUT UGI
UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.
Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.
USE OF NON-GAAP MEASURES
Management uses "adjusted net income attributable to UGI Corporation" and "adjusted diluted earnings per share," both of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles ("GAAP").
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures.
The tables on the last page of this press release reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above.
1 Reportable segments' EBIT represents an aggregate of our reportable operating segment level EBIT, as determined in accordance with GAAP.
2 Closing for any sale transaction is subject to the satisfaction of customary regulatory approvals and closing conditions, including completion of works council consultations.
3 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.
2
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 (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws. 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 global pandemics; 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 fiscal quarter ended June 30, | 2023 | 2022 | (Decrease) Increase | |||||||||||||||||||||||
| Revenues | $ | 514 | $ | 597 | $ | (83) | (14) | % | ||||||||||||||||||
| Total margin (a) | $ | 263 | $ | 227 | $ | 36 | 16 | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 236 | $ | 204 | $ | 32 | 16 | % | ||||||||||||||||||
| Operating loss/loss before interest expense and income taxes | $ | (8) | $ | (10) | $ | 2 | (20) | % | ||||||||||||||||||
| Retail gallons sold (millions) | 163 | 173 | (10) | (6) | % | |||||||||||||||||||||
| Heating degree days - % colder than normal (b) | 4.2 | % | 16.5 | % | ||||||||||||||||||||||
| Capital expenditures | $ | 42 | $ | 28 | $ | 14 | 50 | % | ||||||||||||||||||
•Temperatures were 4% colder than normal and 9% warmer than the prior-year period.
•Retail gallons sold decreased 6% due to customer attrition and structural conservation.
•Total margin increased $36 million largely attributable to higher LPG unit margins ($44 million), partially offset by the impact of lower retail volumes.
•Operating and administrative expenses increased $32 million primarily due to higher employee compensation and benefits ($13 million), largely associated with increased driver capacity, increased advertising ($6 million) and vehicle expenses ($6 million).
UGI International
| For the fiscal quarter ended June 30, | 2023 | 2022 | (Decrease) Increase | |||||||||||||||||||||||
| Revenues | $ | 611 | $ | 738 | $ | (127) | (17) | % | ||||||||||||||||||
| Total margin (a) | $ | 193 | $ | 194 | $ | (1) | (1) | % | ||||||||||||||||||
| Operating and administrative expenses (a) | $ | 157 | $ | 143 | $ | 14 | 10 | % | ||||||||||||||||||
| Operating income | $ | 21 | $ | 22 | $ | (1) | (5) | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 22 | $ | 26 | $ | (4) | (15) | % | ||||||||||||||||||
| LPG retail gallons sold (millions) | 158 | 155 | 3 | 2 | % | |||||||||||||||||||||
| Heating degree days - % warmer than normal (b) | (9.8) | % | (9.1) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 27 | $ | 25 | $ | 2 | 8 | % | ||||||||||||||||||
UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. Differences in these translation rates affect the comparison of line item amounts presented in the table above. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During the 2023 and 2022 three-month periods, the average unweighted euro-to-dollar translation rates were approximately $1.09 and $1.06, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.25 and $1.26, respectively.
•Temperatures were 10% warmer than normal and 5% colder than the prior-year period.
•Average propane wholesale selling prices in northwest Europe were approximately 41% lower than the prior-year period.
•Retail volume increased 2% primarily due to colder than prior-year weather, partially offset by the effect of energy conservation efforts across Europe due, in part, to the war between Russia and Ukraine.
•Total margin decreased $1 million primarily due to lower margin from energy marketing operations, substantially offset by higher LPG margins and the translation effects of the stronger foreign currencies (~$4 million).
•Operating and administrative expenses increased $14 million reflecting the impact of the global inflationary cost environment, higher uncollectible account expenses and the translation effects of the stronger foreign currencies (~$3 million).
•Operating income decreased $1 million reflecting higher operating and administrative expenses largely offset by higher other income ($8 million) primarily attributable to the release of cylinder deposits.
4
Midstream & Marketing
| For the fiscal quarter ended June 30, | 2023 | 2022 | (Decrease) Increase | |||||||||||||||||||||||
| Revenues | $ | 279 | $ | 525 | $ | (246) | (47) | % | ||||||||||||||||||
| Total margin (a) | $ | 87 | $ | 89 | $ | (2) | (2) | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 31 | $ | 29 | $ | 2 | 7 | % | ||||||||||||||||||
| Operating income | $ | 40 | $ | 38 | $ | 2 | 5 | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 41 | $ | 44 | $ | (3) | (7) | % | ||||||||||||||||||
| Heating degree days - % warmer than normal (b) | (7.0) | % | (5.2) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 40 | $ | 9 | $ | 31 | 344 | % | ||||||||||||||||||
•Temperatures were 7% warmer than normal and 3% warmer than the prior-year period.
•Total margin decreased $2 million primarily reflecting lower capacity management margins that were attributable to the timing of settlement of storage hedge contracts ($14 million) in prior year, partially offset by incremental margin from Pennant, and higher margin from other natural gas marketing activities and electric generation.
•Operating income increased $2 million reflecting higher operating income offset by lower total margin and increased operating and administrative expense ($2 million).
•EBIT decreased $3 million reflecting lower income from equity method investments following the acquisition of the remaining interest in Pennant, partially offset by higher operating income.
Utilities
| For the fiscal quarter ended June 30, | 2023 | 2022 | Increase (Decrease) | |||||||||||||||||||||||
| Revenues | $ | 278 | $ | 274 | $ | 4 | 1 | % | ||||||||||||||||||
| Total margin (a) | $ | 156 | $ | 151 | $ | 5 | 3 | % | ||||||||||||||||||
| Operating and administrative expenses | $ | 87 | $ | 79 | $ | 8 | 10 | % | ||||||||||||||||||
| Operating income | $ | 32 | $ | 38 | $ | (6) | (16) | % | ||||||||||||||||||
| Earnings before interest expense and income taxes | $ | 34 | $ | 40 | $ | (6) | (15) | % | ||||||||||||||||||
| Gas Utility system throughput - billions of cubic feet | ||||||||||||||||||||||||||
| Core market | 12 | 13 | (1) | (8) | % | |||||||||||||||||||||
| Total | 77 | 74 | 3 | 4 | % | |||||||||||||||||||||
| Gas Utility heating degree days - % warmer than normal (b) | (11.2) | % | (3.0) | % | ||||||||||||||||||||||
| Capital expenditures | $ | 146 | $ | 139 | $ | 7 | 5 | % | ||||||||||||||||||
•Gas Utility service territory experienced temperatures that were 11% warmer than normal and 8% warmer than the prior-year period.
•Core market volumes decreased due to warmer than prior-year weather partially offset by growth in core market customers.
•Total margin increased $5 million primarily due to the increase in our PA Gas Utility base rates and reflects benefits from the Distribution System Improvement Charge (DSIC) and Infrastructure Replacement and Expansion Program (IREP). The effect of the warmer weather was offset by the weather normalization adjustment.
•Operating and administrative expenses increased $8 million largely due to an increase in employee compensation and benefits and contract labor costs, uncollectible account expenses, among other things.
•Operating income decreased $6 million due to the higher total margin, partially offset by higher operating and administrative expenses and higher depreciation expense from continued distribution system capital expenditure activity.
(a)Total margin represents total revenue less total cost of sales. In the case of Utilities, total margin is also reduced by certain revenue-related taxes.
(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data.
5
REPORT OF EARNINGS – UGI CORPORATION
(Millions of dollars, except per share)
(Unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | Twelve Months Ended June 30, | |||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| AmeriGas Propane | $ | 514 | $ | 597 | $ | 2,147 | $ | 2,423 | $ | 2,667 | $ | 2,905 | |||||||||||||||||||||||
| UGI International | 611 | 738 | 2,436 | 3,011 | 3,111 | 3,556 | |||||||||||||||||||||||||||||
| Midstream & Marketing | 279 | 525 | 1,586 | 1,731 | 2,181 | 2,051 | |||||||||||||||||||||||||||||
| Utilities | 278 | 274 | 1,644 | 1,400 | 1,864 | 1,556 | |||||||||||||||||||||||||||||
| Corporate & Other (a) | (23) | (101) | (289) | (393) | (365) | (458) | |||||||||||||||||||||||||||||
| Total revenues | $ | 1,659 | $ | 2,033 | $ | 7,524 | $ | 8,172 | $ | 9,458 | $ | 9,610 | |||||||||||||||||||||||
| (Loss) earnings before interest expense and income taxes: | |||||||||||||||||||||||||||||||||||
| AmeriGas Propane | $ | (8) | $ | (10) | $ | 240 | $ | 303 | $ | 244 | $ | 297 | |||||||||||||||||||||||
| UGI International | 22 | 26 | 216 | 228 | 242 | 219 | |||||||||||||||||||||||||||||
| Midstream & Marketing | 41 | 44 | 253 | 216 | 306 | 226 | |||||||||||||||||||||||||||||
| Utilities | 34 | 40 | 367 | 332 | 371 | 329 | |||||||||||||||||||||||||||||
| Total reportable segments | 89 | 100 | 1,076 | 1,079 | 1,163 | 1,071 | |||||||||||||||||||||||||||||
| Corporate & Other (a) | (828) | (26) | (2,789) | 282 | (2,521) | 1,094 | |||||||||||||||||||||||||||||
| Total (loss) earnings before interest expense and income taxes | (739) | 74 | (1,713) | 1,361 | (1,358) | 2,165 | |||||||||||||||||||||||||||||
| Interest expense: | |||||||||||||||||||||||||||||||||||
| AmeriGas Propane | (40) | (41) | (122) | (120) | (162) | (159) | |||||||||||||||||||||||||||||
| UGI International | (10) | (7) | (26) | (22) | (32) | (28) | |||||||||||||||||||||||||||||
| Midstream & Marketing | (11) | (11) | (33) | (31) | (43) | (42) | |||||||||||||||||||||||||||||
| Utilities | (20) | (15) | (62) | (47) | (80) | (61) | |||||||||||||||||||||||||||||
| Corporate & Other, net (a) | (15) | (8) | (38) | (25) | (48) | (32) | |||||||||||||||||||||||||||||
| Total interest expense | (96) | (82) | (281) | (245) | (365) | (322) | |||||||||||||||||||||||||||||
| (Loss) income before income taxes | (835) | (8) | (1,994) | 1,116 | (1,723) | 1,843 | |||||||||||||||||||||||||||||
| Income tax benefit (expenses) (b) | 46 | 1 | 361 | (285) | 333 | (487) | |||||||||||||||||||||||||||||
| Net (loss) income including noncontrolling interests | (789) | (7) | (1,633) | 831 | (1,390) | 1,356 | |||||||||||||||||||||||||||||
| (Deduct net income) add net loss attributable to noncontrolling interests | — | — | — | (2) | 1 | (2) | |||||||||||||||||||||||||||||
| Net (loss) income attributable to UGI Corporation | $ | (789) | $ | (7) | $ | (1,633) | $ | 829 | $ | (1,389) | $ | 1,354 | |||||||||||||||||||||||
| (Loss) earnings per share attributable to UGI shareholders: | |||||||||||||||||||||||||||||||||||
| Basic | $ | (3.76) | $ | (0.03) | $ | (7.78) | $ | 3.95 | $ | (6.62) | $ | 6.45 | |||||||||||||||||||||||
| Diluted | $ | (3.76) | $ | (0.03) | $ | (7.78) | $ | 3.84 | $ | (6.62) | $ | 6.27 | |||||||||||||||||||||||
| Weighted Average common shares outstanding (thousands): | |||||||||||||||||||||||||||||||||||
| Basic | 209,706 | 210,190 | 209,811 | 209,992 | 209,793 | 209,850 | |||||||||||||||||||||||||||||
| Diluted | 209,706 | 210,190 | 209,811 | 215,965 | 209,793 | 215,967 | |||||||||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to UGI Corporation: | |||||||||||||||||||||||||||||||||||
| AmeriGas Propane | $ | (35) | $ | (37) | $ | 87 | $ | 135 | $ | 64 | $ | 99 | |||||||||||||||||||||||
| UGI International | 13 | 15 | 150 | 161 | 164 | 160 | |||||||||||||||||||||||||||||
| Midstream & Marketing | 22 | 23 | 165 | 132 | 196 | 132 | |||||||||||||||||||||||||||||
| Utilities | 10 | 19 | 234 | 216 | 224 | 203 | |||||||||||||||||||||||||||||
| Total reportable segments | 10 | 20 | 636 | 644 | 648 | 594 | |||||||||||||||||||||||||||||
| Corporate & Other (a) | (799) | (27) | (2,269) | 185 | (2,037) | 760 | |||||||||||||||||||||||||||||
| Total net (loss) income attributable to UGI Corporation | $ | (789) | $ | (7) | $ | (1,633) | $ | 829 | $ | (1,389) | $ | 1,354 | |||||||||||||||||||||||
(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
6
Financial Measures - Adjusted Net (Loss) 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 June 30, 2023 includes a $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.
Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share
The following tables reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to previously:
7
| Three Months Ended June 30, | Nine Months Ended June 30, | Twelve Months Ended June 30, | ||||||||||||||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||||||
| Adjusted net (loss) income attributable to UGI Corporation (millions): | ||||||||||||||||||||||||||||||||||||||
| Net (loss) income attributable to UGI Corporation | $ | (789) | $ | (7) | $ | (1,633) | $ | 829 | $ | (1,389) | $ | 1,354 | ||||||||||||||||||||||||||
Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(36), $5, $(465), $98, $(423) and $340, respectively) | 115 | (12) | 1,349 | (255) | 1,146 | (888) | ||||||||||||||||||||||||||||||||
Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(1), $4, $(15), $5, $(6) and $9, respectively) | 1 | (10) | 37 | (14) | 15 | (24) | ||||||||||||||||||||||||||||||||
Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $4, $0, $4, $0, $4, and $0, respectively) | 660 | — | 660 | — | 660 | — | ||||||||||||||||||||||||||||||||
Loss on extinguishment of debt (net of tax of $(2), $0, $(2), $(3), $(2) and $(3), respectively) | 7 | — | 7 | 8 | 7 | 8 | ||||||||||||||||||||||||||||||||
Acquisition and integration expenses associated with the Mountaineer Acquisition (net of tax of $0, $0, $0, $0, $(1) and $(3), respectively) | — | — | — | 1 | — | 8 | ||||||||||||||||||||||||||||||||
Business transformation expenses (net of tax of $(1), $(1), $(2), $(2), $(2), and $(14), respectively) | 1 | 1 | 4 | 4 | 7 | 36 | ||||||||||||||||||||||||||||||||
Loss on disposal of U.K. energy marketing business (net of tax of $0, $0, $(64), $0, $(64) and $0, respectively) | — | — | 151 | — | 151 | — | ||||||||||||||||||||||||||||||||
| Impact of change in tax law | — | — | — | — | (19) | — | ||||||||||||||||||||||||||||||||
Impairment of customer relationship intangible (net of tax of $0, $0, $0, $0, $0 and $(5), respectively) | — | — | — | — | — | 15 | ||||||||||||||||||||||||||||||||
AmeriGas operations enhancement for growth project (net of tax of $(2), $0, $(5), $0, $(5) and $0, respectively) | 4 | — | 14 | — | 14 | — | ||||||||||||||||||||||||||||||||
Impairment of certain equity method investments and assets (net of tax of $0, $(14), $0, $(14), $0 and $(14), respectively) | — | 36 | — | 36 | (10) | 36 | ||||||||||||||||||||||||||||||||
Restructuring costs (net of tax of $0, $(1), $0, $(6), $(4) and $(6), respectively) | — | 4 | — | 17 | 7 | 17 | ||||||||||||||||||||||||||||||||
Impairment of assets (net of tax of $0, $0, $0, $0, $0 and $0, respectively) | — | — | 19 | — | 19 | — | ||||||||||||||||||||||||||||||||
| Total adjustments (1) | 788 | 19 | 2,241 | (203) | 1,997 | (792) | ||||||||||||||||||||||||||||||||
| Adjusted net (loss) income attributable to UGI Corporation | $ | (1) | $ | 12 | $ | 608 | $ | 626 | $ | 608 | $ | 562 | ||||||||||||||||||||||||||
| Adjusted diluted earnings per share: | ||||||||||||||||||||||||||||||||||||||
| UGI Corporation (loss) earnings per share — diluted (2) | $ | (3.76) | $ | (0.03) | $ | (7.78) | $ | 3.84 | $ | (6.62) | $ | 6.27 | ||||||||||||||||||||||||||
| Net losses (gains) on commodity derivative instruments not associated with current-period transactions | 0.55 | (0.06) | 6.34 | (1.18) | 5.40 | (4.13) | ||||||||||||||||||||||||||||||||
| Unrealized losses (gains) on foreign currency derivative instruments | 0.01 | (0.05) | 0.18 | (0.06) | 0.07 | (0.11) | ||||||||||||||||||||||||||||||||
| Loss associated with impairment of AmeriGas Propane goodwill | 3.14 | — | 3.14 | — | 3.14 | — | ||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 0.03 | — | 0.03 | 0.03 | 0.03 | 0.04 | ||||||||||||||||||||||||||||||||
| Acquisition and integration expenses associated with the Mountaineer Acquisition | — | — | — | — | — | 0.04 | ||||||||||||||||||||||||||||||||
| Business transformation expenses | 0.01 | 0.01 | 0.02 | 0.02 | 0.03 | 0.17 | ||||||||||||||||||||||||||||||||
| Loss on disposal of U.K. energy marketing business | — | — | 0.72 | — | 0.72 | — | ||||||||||||||||||||||||||||||||
| Impact of change in tax law | — | — | — | — | (0.09) | — | ||||||||||||||||||||||||||||||||
| Impairment of customer relationship intangible | — | — | — | — | — | 0.07 | ||||||||||||||||||||||||||||||||
| AmeriGas operations enhancement for growth project | 0.02 | — | 0.07 | — | 0.07 | — | ||||||||||||||||||||||||||||||||
| Impairment of certain equity method investments and assets | — | 0.17 | — | 0.17 | (0.05) | 0.17 | ||||||||||||||||||||||||||||||||
| Restructuring costs | — | 0.02 | — | 0.08 | 0.03 | 0.08 | ||||||||||||||||||||||||||||||||
Impairment of assets | — | — | 0.09 | — | 0.09 | — | ||||||||||||||||||||||||||||||||
| Total adjustments (2) | 3.76 | 0.09 | 10.59 | (0.94) | 9.44 | (3.67) | ||||||||||||||||||||||||||||||||
| Adjusted diluted earnings per share (2) | $ | — | $ | 0.06 | $ | 2.81 | $ | 2.90 | $ | 2.82 | $ | 2.60 | ||||||||||||||||||||||||||
(1)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
8
(2)The loss per share for the three months ended June 30, 2022, and for the nine and twelve months ended June 30, 2023, was determined excluding the effect of 5.67 million, 6.22 million, and 6.07 million dilutive shares, respectively, as the impact of such shares would have been antidilutive due to the net loss for the period, while the adjusted diluted earnings per share for the three months ended June 30, 2022, and for the nine and twelve months ended June 30, 2023 was determined based upon fully diluted shares of 215.89 million, 216.03 million and 215.86 million, respectively.
9
1 1 Third Quarter Fiscal 2023 Results Ro ge r Pe r re a u l t President and CEO, UGI Corporation S e a n P. O ’ B r i e n Chief Financial Officer, UGI Corporation Ro b e r t F. B e a rd Chief Operations Officer, UGI Corporation 1
2 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 (and expressly disclaim any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws. 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 global pandemics; 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 3 UGI Supplemental Footnotes Management uses “adjusted net income attributable to UGI Corporation” and “adjusted diluted earnings per share (“EPS”)”, both of which are non-GAAP financial measures, when evaluating UGI's overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate the impacts of (1) gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that can affect the comparison of period-over-period results. Volatility in net income attributable to UGI can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions but included in earnings in accordance with U.S. generally accepted accounting principles (“GAAP”). Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. The tables in slides 17 and 18 reconcile adjusted diluted earnings per share (EPS) and adjusted net income attributable to UGI Corporation, respectively, to their most directly comparable GAAP measures.
4 4 AmeriGas Propane 14% UGI International 23% Midstream & Marketing 26% Utilities 37% YTD FY23 4 1. YTD FY22 and YTD FY23 signify 9 months ended June 30, 2022, and June 30, 2023, respectively. 2. Adjusted diluted EPS is a non-GAAP measure. See Slide 17 for reconciliation. 3. EBIT is defined as Earnings before interest expense and income taxes. 4. Liquidity as of June 30, 2023. Liquidity is defined as cash and cash equivalents, and available borrowing capacity on our revolving credit facilities. 5. Because we are unable to predict certain potentially material items affecting diluted EPS on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile FY23 adjusted diluted EPS, a non-GAAP measure, to diluted EPS, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules. 6. Excludes Corporate & Other. Q3 and YTD FY231 Highlights $0.00 Q3 FY23 Adjusted Diluted EPS2 7.2% 10-Year Dividend CAGR (2013 – 2023) $1.8B Available Liquidity4 ~$650M YTD Capital Expenditure YTD Adjusted Diluted EPS by Segment2,6 $2.75 - $2.90 FY23 Adjusted Diluted EPS Guidance5 YTD Adjusted Diluted EPS2 $2.90 $2.81 YTD FY22 YTD FY23 1 1 • Focused on improving earnings reliability and strengthening the balance sheet o On a YTD basis, reportable segment EBIT3 was relatively consistent year- over-year largely due to: o Significant benefits from the weather normalization adjustment and higher gas base rates in our Pennsylvania (PA) Gas Utility o Higher margins and attractive fee-based contract structures in Midstream & Marketing o Higher LPG unit margins in the Global LPG businesses that partially offset the impact of lower base volumes and increased operating and administrative expenses o ~$200M debt reduction at AmeriGas Propane during Q3 • Expect to be at the low end of the FY23 adjusted diluted EPS guidance range of $2.75 to $2.905
5 5 Other Recent Highlights Executing on our strategy and optimizing our core businesses to maximize shareholder value • Disciplined capital investments to drive organic growth in natural gas o Deployed ~$400 million of capital, YTD FY23, in our regulated utilities businesses o ~11,000 customers added in the regulated utilities YTD FY23 • On July 14, filed Joint Petition for Approval of Settlement for the UGI electric base rate case with the PA PUC1 o If approved, UGI Utilities would be permitted to increase electric base rates by $8.5 million o Anticipate new rates going into effect in Q1 FY24 • Entered into agreements to divest a majority of the non-core European energy marketing business1 o Natural gas and power marketing portfolios in Belgium and France2 o Wind and solar portfolio in the Netherlands2 • Continued monitoring of energy conservation trends in Europe • Increased emphasis on stabilizing and enabling organic growth at AmeriGas Propane Released the fifth annual ESG Report3 entitled, “Partners for the Future” which highlights continued progress on key initiatives and aligns with key elements of the Task Force on Climate-Related Financial Disclosures (TCFD) 1. The forward-looking information used on this slide is for illustrative purposes only. Actual results may differ substantially from the information presented. 2. Transaction in Belgium is expected to close in FY23. Transactions in France and the Netherlands are expected to close in the first half of FY24. Closing for any sale transaction is subject to the satisfaction of customary regulatory approvals and closing conditions, including completion of works council consultations. 3. For more information on UGI’s ESG reports, visit www.ugiesg.com.
6 6 $0.63 $0.40 $0.75 $0.69 $0.61 $0.76 $1.00 $1.08 YTD FY22 YTD FY23 Q3 FY23 and YTD FY23 Results Recap YTD Adjusted Diluted EPS1 – Segment Results 1. Adjusted diluted EPS is a non-GAAP measure. See Slide 17 for reconciliation. 2. Includes $(0.09) Corporate & Other. 3. Includes $(0.12) Corporate & Other. 4. Excludes the impact of $660 million after-tax loss associated with the goodwill impairment charge to reduce the carrying value of AmeriGas Propane, reflecting lower growth expectations post-acquisition, and an increase in our discount rate due to the current interest rate environment. Q3 FY23 Adjusted Diluted EPS1 – Comparison with Q3 FY22 Utilities Midstream & Marketing UGI International AmeriGas Propane4 $2.813$2.902 Q3 FY23 GAAP Diluted EPS of ($3.76) compared to ($0.03) in Q3 FY22 YTD FY23 GAAP Diluted EPS of ($7.78) compared to $3.84 in YTD FY22 4
7 7 UGI International • Lower total margins from the energy marketing business substantially offset by higher margins from the LPG business • Higher OPEX related to inflationary increases, higher uncollectible accounts expenses and currency translation • Other income includes the release of cylinder deposits Midstream & Marketing • Lower capacity management margins that were partially offset by incremental margin from Pennant and higher margin from natural gas marketing and electric generation Q3 FY23 vs Q3 FY22 Key Drivers AmeriGas Propane • Higher average retail unit margins partially offset by lower volumes driven by customer attrition net of volume growth • Higher OPEX reflecting increased employee compensation and benefits, advertising and vehicle expenses Utilities • Higher margin due to the increase in PA Gas Utility base rates and benefits from DSIC3 and IREP3 • Higher OPEX largely reflects higher uncollectible accounts expenses, contract labor costs, and personnel-related expenses 1. EBIT defined as Earnings before interest expense and income taxes. 2. Total margin represents total revenue less total cost of sales. In the case of Utilities, total margin is also reduced by certain revenue-related taxes. 3. DSIC stands for Distribution System Improvement Charge and IREP strands for Infrastructure Replacement and Expansion Program. Q3 FY23 Segment Results Recap Q3 FY23 EBIT1 - Comparison with Q3 FY22 AmeriGas Propane UGI International Midstream & Marketing Utilities Q3 FY22 EBIT Q3 FY23 EBIT Q3 FY22 EBIT Q3 FY23 EBIT Total Margin2 Depreciation & Amortization (D&A) Other Income and Expense, net (Other) Q3 FY22 EBIT Q3 FY23 EBIT Q3 FY22 EBIT Q3 FY23 EBIT OPEX D&A Other Total Margin2 OPEX D&A Other OPEX D&A Other OPEX D&A OtherTotal Margin2 Total Margin2 Total Margin2 Operating & Admin. Expenses (OPEX)
8 8 $0.7 $0.4 $0.3 $0.3 $0.3 $1.4 $1.3 $0.9 $1.6 1.5 $2.1 $1.7 $1.2 $1.9 $1.8 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Cash and cash equivalents Available Credit Facilities Liquidity Update • $1.8B in available liquidity1 as of June 30, 2023 • On May 31, 2023, AmeriGas Partners issued 9.375% senior unsecured notes of $500 million due 2028 o Net proceeds, together with cash on hand, a cash contribution from UGI and other sources of liquidity, were used to tender or redeem all outstanding Senior Notes of $675 million due 2024 o 2028 Notes are redeemable at the issuer’s option2: ▪ Prior to June 2025 at a make-whole premium or, ▪ On or after June 2025, at a call premium that declines from 4.688% to 0% depending on the year of redemption • Reduced ~$200 million in debt at AmeriGas Propane 1. Defined as cash and cash equivalents and available borrowing capacity on our revolving credit facilities. 2. Calculated as set forth in the 2028 Notes Indenture. 3. As of June 30, 2023. Long-term debt with maturities of less than $10 million in a particular year have not been represented in the chart. Available Liquidity ($ in billion) $700 $675 $525 $500 $763 $796 $281 $70 $1,270 $497 $515 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 FY24 FY25 FY26 FY27 FY28 - 52 AmeriGas Propane UGI International Midstream & Marketing Utilities UGI Corporation UGI Corporation Long-Term Debt Maturities ($ in million)3Available Liquidity ($ in billion)
9 9 Cost Reduction and Optimization Actions Rationalize and optimize our cost profile Identify opportunities for operational and process simplification and increased efficiency Leverage technological improvements, digital innovation and analytics to improve processes and customer experience Streamline centralized processes for effective operations for better cost control Committed to identifying sustainable cost savings and efficiencies to offset inflationary pressures, create more capital headroom, and drive shareholder value
9 Financial Objectives 1. Defined as Adjusted EBITDA less Capital Expenditure. 2. Our 3-R strategy is to deliver reliable earnings growth, invest in renewables and re-balance our portfolio. See 10-K for the fiscal year 2022 for more details. 3. Total debt over Adjusted EBITDA. Adjusted EBITDA is a non- GAAP measure. 4. The forward-looking information used on this slide is for illustrative purposes only. Actual numbers may differ substantially from the figures presented. Continued Growth Investments4 • Growth and regulatory capital investments in natural gas businesses, including ~$2.4 billion at the regulated utilities business (FY23 – 26) • Projected investments of $1+ billion in strategic renewable solutions (FY20 – 25) Improve Earnings Quality • Enhance our earnings quality through focused investments in our natural gas businesses • Diligent execution of our 3-R strategy2 to deliver strong stable returns • Focus on operational efficiency and cost control Strengthen the Balance Sheet • Our capital allocation priority is to strengthen the balance sheet • Creating financial flexibility and stability to enable investment in strategic projects • Targeted leverage ratio3 at UGI Corporation of 3.0 – 3.5x4 Return of Capital • Continued free cash flow1 generation funding growth investments and return of cash to shareholders • Strong track record of paying dividends Focused on improving the earnings quality from our core businesses and strengthening the balance sheet to increase shareholder value and financial flexibility.
11 11 Q & A Q
12 12 Appendix
13 13 Financial Results – AmeriGas Propane (Millions of dollars) Q3 FY22 Q3 FY23 Earnings Before Interest Expense & Income Taxes ($10) Total Margin1 36 Operating and Administrative Expenses (32) Depreciation and Amortization 1 Other Income and Expense, net (3) Earnings Before Interest Expense & Income Taxes ($8) Total Volume ↓ Retail gallons sold decreased by 6% due to customer attrition, net of volume growth, and structural conservation Total Margin ↑ Increase largely attributable to higher LPG unit margins ($44 million) and slightly higher wholesale margins ($4 million), partially offset by the impact of lower retail propane volumes Operating and Admin Expenses ↑ Reflects, among other things, higher employee compensation and benefits ($13 million) largely associated with increased driver capacity, increased advertising ($6 million) and vehicle expenses ($6 million) Weather versus normal 9.2% warmer than prior year Warmer 16.5% Q3 FY22 Q3 FY23 4.2% Primary Drivers Q3 FY23 EBIT - Comparison with Q3 FY22 1. Total margin represents total revenues less total cost of sales.
14 14 Warmer (9.1%) Q3 FY22 (Millions of dollars) Q3 FY22 Q3 FY23 Earnings Before Interest Expense & Income Taxes $26 Total Margin1 (1) Operating and Administrative Expenses (14) Depreciation and Amortization (1) Other Income and Expense, net 12 Earnings Before Interest Expense & Income Taxes $22 Total Volume ↑ Retail volume increased 2% primarily due to colder weather, substantially offset by the European conservation measures due in large part to high global energy prices and the war between Russia and Ukraine Total Margin ↓ Decrease primarily due to lower margin from energy marketing operations, substantially offset by higher LPG margins attributable to strong unit margin management efforts, colder weather and the translation effects of stronger foreign currencies Operating and Admin Expenses ↑ Reflects the impact of the global inflationary cost environment, higher uncollectible accounts expenses and the translation effects of the stronger foreign currencies Other Income and Expense, net ↑ Primarily attributable to the release of cylinder deposits Financial Results – UGI International Weather versus normal 5.1% colder than prior year Q3 FY23 (9.8%) Primary Drivers Q3 FY23 EBIT - Comparison with Q3 FY22 1. Total margin represents total revenues less total cost of sales.
15 15 Financial Results – Midstream & Marketing Weather versus normal 3.0% warmer than prior year Warmer (5.2%) Q3 FY22 Q3 FY23 (7.0%) (Millions of dollars) Q3 FY22 Q3 FY23 Earnings Before Interest Expense & Income Taxes $44 Total Margin1 (2) Operating and Administrative Expenses (2) Depreciation and Amortization (2) Other Income and Expense, net 3 Earnings Before Interest Expense & Income Taxes $41 Primary Drivers Total Margin ↓ Decrease primarily reflects lower capacity management margins that were largely attributable to the timing of settlement of storage hedge contracts ($14 million) in the prior year, partially offset by incremental margin from Pennant, and higher margin from other natural gas marketing activities and electric generation Other Income and Expense, net ↑ Increased primarily due to farmout revenue Q3 FY23 EBIT - Comparison with Q3 FY22 1. Total margin represents total revenues less total cost of sales.
16 16 Volume ↓ Core market volumes decreased due to warmer weather, partially offset by growth in core market customers Total Margin ↑ Primarily due to the increase in PA Gas Utility base rates, benefits from the Distribution System Improvement Charge (DSIC) and Infrastructure Replacement and Expansion Program (IREP), and the weather normalization rider which offset the effect of warmer weather at the PA Gas Utility that went into effect during the first quarter of FY23 Operating and Admin Expenses ↑ Reflects, among other factors, higher uncollectible accounts expenses, contract labor costs and personnel-related expenses Financial Results – Utilities (Millions of dollars) Q3 FY22 Q3 FY23 Earnings Before Interest Expense & Income Taxes $40 Total Margin1 5 Operating and Administrative Expenses (8) Depreciation and Amortization (1) Other Income and Expense, net (2) Earnings Before Interest Expense & Income Taxes $34 Weather versus normal 7.9% warmer than prior year Warmer (3.0%) Q3 FY22 Q3 FY23 (11.2%) Primary Drivers Q3 FY23 EBIT - Comparison with Q3 FY22 1. Total margin represents total revenues less total cost of sales. In the case of Utilities, total margin is also reduced by certain revenue-related taxes.
17 17 Q3 and YTD FY23 Adjusted Diluted EPS Q3 FY23 Q3 FY22 YTD FY23 YTD FY22 AmeriGas Propane ($0.17) ($0.17) $0.40 $0.63 UGI International 0.06 0.07 0.69 0.75 Midstream & Marketing 0.10 0.11 0.76 0.61 Utilities 0.05 0.08 1.08 1.00 Corporate & Other (a) (3.80) (0.12) (10.71) 0.85 Diluted (loss) earnings per share (b) (3.76) (0.03) (7.78) 3.84 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (b) 0.55 (0.06) 6.34 (1.18) Unrealized losses (gains) on foreign currency derivative instruments 0.01 (0.05) 0.18 (0.06) Loss associated with impairment of AmeriGas Propane goodwill 3.14 — 3.14 — Loss on extinguishment of debt 0.03 — 0.03 0.03 Business transformation expenses 0.01 0.01 0.02 0.02 AmeriGas operations enhancement for growth project 0.02 — 0.07 — Impairments associated with certain equity method investments — 0.17 — 0.17 Restructuring costs — 0.02 — 0.08 Loss on disposal of U.K. energy marketing business — — 0.72 — Impairment of assets — — 0.09 — Total adjustments (a) 3.76 0.09 10.59 (0.94) Adjusted diluted earnings per share (b) $— $0.06 $2.81 $2.90 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income (loss) attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) The loss per share for the three months ended June 30, 2022, and for the nine and twelve months ended June 30, 2023, was determined excluding the effect of 5.67 million, 6.22 million, and 6.07 million dilutive shares, respectively, as the impact of such shares would have been antidilutive due to the net loss for the period, while the adjusted diluted earnings per share for the three months ended June 30, 2022, and for the nine and twelve months ended June 30, 2023 was determined based upon fully diluted shares of 215.89 million, 216.03 million and 215.86 million, respectively.
18 18 Q3 and YTD FY23 Adjusted Net Income ($ in Million) Q3 FY23 Q3 FY22 YTD FY23 YTD FY22 AmeriGas Propane ($35) ($37) $87 $135 UGI International 13 15 150 161 Midstream & Marketing 22 23 165 132 Utilities 10 19 234 216 Corporate & Other (a) (799) (27) (2,269) 185 Net (loss) income attributable to UGI Corporation (789) (7) (1,633) 829 Net losses (gains) on commodity derivative instruments not associated with current-period transactions (net of tax of $(36), $5, $(465) and $98, respectively) 115 (12) 1,349 (255) Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(1), $4, $(15) and $5, respectively) 1 (10) 37 (14) Loss associated with impairment of AmeriGas Propane goodwill (net of tax of $4, $0, $4 and $0, respectively) 660 — 660 — Loss on extinguishments of debt (net of tax of $(2), $0, $(2) and $(3), respectively) 7 — 7 8 Acquisition and integration expenses associated with the Mountaineer Acquisition (net of tax of $0, $0, $0 and $0, respectively) — — — 1 Business transformation expenses (net of tax of $(1), $(1), $(2) and $(2), respectively) 1 1 4 4 AmeriGas operations enhancement for growth project (net of tax of $(2), $0, $(5) and $0, respectively) 4 — 14 — Impairments associated with certain equity method investments (net of tax of $0, $(14), $0 and $(14) — 36 — 36 Restructuring costs (net of tax of $0, $(1), $0 and $(6), respectively) — 4 — 17 Loss on disposal of U.K. energy marketing business (net of tax of $0, $0, $(64) and $0, respectively) — — 151 — Impairment of assets (net of tax of $0, $0, $0, and $0, respectively) — — 19 — Total adjustments (a) (b) 788 19 2,241 (203) Adjusted net (loss) income attributable to UGI Corporation ($1) $12 $608 $626 (a) Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income (loss) attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our Chief Operating Decision Maker in assessing segment performance and allocating resources. (b) Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
19 19 Q3 FY23 Segment Reconciliation (GAAP) ($ 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 Total AmeriGas Propane UGI International Midstream & Marketing Uti l i ties Corp & Other Revenues $1,659 $514 $611 $279 $278 ($23) Cost of sales (1,104) (251) (418) (192) (118) (125) Total margin 555 263 193 87 160 (148) Operating and administrative expenses (523) (236) (157) (31) (91) (8) Depreciation and amortization (134) (43) (30) (22) (38) (1) Impairment of goodwill (656) - - - - (656) Other operating income (expense), net 26 8 15 6 1 (4) Operating (loss) income (732) (8) 21 40 32 (817) Income from equity investees 1 - - 1 - - Loss on extinguishments of debt (9) - - - - (9) Other non-operating income, net 1 - 1 - 2 (2) (Loss) earnings before income taxes and interest expense (739) (8) 22 41 34 (828) Interest expense (96) (40) (10) (11) (20) (15) (Loss) income before income taxes (835) (48) 12 30 14 (843) Income tax benefit (expense) 46 13 1 (8) (4) 44 Net (loss) income attr ibutable to UGI Corporation $(789) $(35) $13 $22 $10 $(799)
20 20 Investor Relations: Tameka Morris 610-456-6297 morrista@ugicorp.com Arnab Mukherjee 610-768-7498 mukherjeea@ugicorp.com