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Form 8-K UGI CORP /PA/ For: May 05

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May 6, 2021 9:11 AM EDT



ugia051.jpg    Press Release


UGI Reports Record Second Quarter Results and Increases Fiscal 2021 Guidance
May 5, 2021
VALLEY FORGE, PA - UGI Corporation (NYSE: UGI) today reported financial results for the fiscal quarter ended March 31, 2021.
HEADLINES

•Q2 GAAP diluted earnings per share ("EPS") of $2.33 and adjusted diluted EPS of $1.99 compared to GAAP diluted EPS of $1.07 and adjusted diluted EPS of $1.56 in the prior-year period.
•Year-to-date GAAP diluted EPS of $3.77 and adjusted diluted EPS of $3.17 compared to GAAP diluted EPS of $2.08 and adjusted diluted EPS of $2.73 in the prior-year period.
•Q2 reportable segments earnings before interest expense and income taxes1 ("EBIT") of $630 million compared to $527 million in the prior-year period.
•Strong results across the entire business, with each business unit delivering increased EBIT vs. prior year. These improvements were driven by colder than prior-year weather in all of UGI's service territories, higher average LPG unit margin due to strong margin management, effective operating expense management and the increase in base rates at UGI Utilities that went into effect on January 1, 2021.
•Year-to-date cash flow from operating activities grew by 15% compared to the prior-year period, demonstrating continued cash flow stability and growth.
•On April 12, 2021, UGI announced that John L. Walsh, President and CEO, will retire on June 25, 2021, to be succeeded by Roger Perreault, current EVP, Global LPG.
•On May 5, 2021, UGI's Board of Directors approved an increase to its quarterly dividend to $0.345 per share marking the 34th consecutive year of annual dividend increases.
•Increased Fiscal 2021 adjusted EPS guidance to a range of $2.90 - $3.002 per share due to strong year-to-date performance, inclusive of the anticipated negative impact of the COVID-19 pandemic and positive tax benefits.
ESG HIGHLIGHTS

•On January 29, 2021, UGI created a new employee resource group, Black Organization & Leadership Development (BOLD), as a part of its continued commitment to fostering a diverse and inclusive company.
•On April 6, 2021, UGI announced that UGI Utilities and Energy Services had joined the Natural Gas Supply Collaborative (NGSC) to further enhance and expand UGI's ESG initiatives aimed at lowering methane and greenhouse gas emissions, enhancing system integrity and improving safety.
•On April 19, 2021, UGI hired a VP, Talent Management and Diversity & Inclusion to support the advancement of Belonging, Inclusion, Diversity & Equity (BIDE).
•On May 4, 2021, UGI announced that Energy Services entered into definitive agreements to develop dairy farm digester projects to produce renewable natural gas in upstate New York, through its investment in Cayuga RNG.

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"UGI delivered record second quarter results with GAAP diluted EPS of $2.33 and adjusted diluted EPS of $1.99," said John L. Walsh, President and Chief Executive Officer of UGI Corporation. "The strong performance clearly demonstrates the depth of our diversified set of businesses. While we benefited from weather that was colder than the prior year, weather was still warmer than normal, which only further highlights the strength of our performance. This strong operating performance was fueled by higher margins across our businesses, new base rates in our Gas Utility that went into effect on January 1st, and continued contributions from our growth drivers and recent investments. These factors more than offset the headwinds from the COVID-19 pandemic. We benefited greatly from the strength of our strategic assets and diversified portfolio, disciplined capital allocation strategy and robust execution capabilities. As a result of the strong performance in the first half of the fiscal year, we have increased our fiscal 2021 guidance to a range of $2.90 - $3.002 per share.

“During the quarter, our businesses continued to make progress on crucial initiatives. AmeriGas and UGI International remain on pace to deliver total ongoing annual benefits of more than $140 million and €30 million, respectively, by the end of fiscal year 2022. The Midstream and Marketing team, through a joint venture, completed the acquisition of Pine Run Midstream, which operates 43-miles of dry gas gathering pipeline and compression assets. This transaction was immediately accretive to earnings and further strengthened our foundation, which enables us to provide low-cost, environmentally responsible energy to customers. We also made significant progress in developing an exciting range of renewable solutions opportunities, with particular emphasis on renewable natural gas, bioLPG and renewable DME. These projects have strong return profiles, with attractive unlevered IRRs. Earlier this week, we announced that UGI Energy Services entered into definitive agreements to produce renewable natural gas in upstate New York, further leveraging our GHI platform.

"We remain on track to close on the Mountaineer transaction in the second half of the calendar year. As previously announced, this transaction will be financed through a combination of equity-linked securities, existing liquidity and debt. This week, we received firm commitments associated with the debt financing portion of the transaction.

"At UGI, we continue to focus on disciplined execution of our strategy and delivering our long-term commitments of 6-10% EPS growth and 4% dividend growth. We are excited about the opportunities for growth that exist and are committed to creating value for our customer, shareholders and employees."

KEY DRIVERS OF SECOND QUARTER RESULTS
•AmeriGas: Retail volume increased 5% on weather that was 8.4% colder than the prior-year period, National Accounts volume increased 15%; higher average LPG unit margins due to effective margin management
•UGI International: Retail volume increased 5% on weather that was 11.8% colder than the prior-year period; higher average LPG unit margins due to effective margin management
•Midstream & Marketing: Higher EBIT from natural gas, peaking and capacity management primarily attributable to weather that was 11.7% colder than the prior-year period; continued build out of the Texas Creek gathering assets
•UGI Utilities: Core market volumes increased 15% primarily due to weather that was 13.3% colder than the prior-year period; higher total margin largely driven by the increase in base rates and higher margin from large firm customers

EARNINGS CALL AND WEBCAST
UGI Corporation will hold a live Internet Audio Webcast of its conference call to discuss the quarterly earnings and other current activities at 9:00 AM ET on Thursday, May 6, 2021. 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 telephonic replay will be available from 12:00 PM ET on May 6 through 11:59 PM ET May 13. The replay may be accessed toll free at 855-859-2056 and internationally at +1 404-537-3406, conference ID 2876774.

CONTACT INVESTOR RELATIONS
610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 1004
Shelly Oates, ext. 3202
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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, 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 twelve states and the District of Columbia and
internationally in France, Belgium, the Netherlands and the UK.

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

USE OF NON-GAAP MEASURES
Management uses "adjusted diluted earnings per share," a non-GAAP financial measure, when evaluating UGI's overall performance. Management believes that this non-GAAP measure provides meaningful information to investors about UGI’s performance because it eliminates the impact 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.

1 Reportable segments earnings before interest expense and income taxes represents an aggregate of our operating segment level EBIT as determined in accordance with GAAP.

2 Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments we cannot reconcile fiscal year 2021 adjusted diluted earnings per share, a non-GAAP measure, to diluted earnings per share, the most directly comparable GAAP measure, in reliance on the “unreasonable efforts” exception set forth in SEC rules.

USE OF FORWARD-LOOKING STATEMENTS

This press release contains statements, estimates and projections that are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended). 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. You should read UGI’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions (including increasingly uncertain weather patterns due to climate change) and the seasonal nature of our business; cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil as well as the availability of LPG cylinders; increased customer conservation measures; the impact of pending and future legal or regulatory proceedings, inquiries or investigations, liability for uninsured claims and for claims in excess of insurance coverage; domestic and international political, regulatory and economic conditions in the United States and in foreign countries, including the current conflicts in the Middle East and the withdrawal of the United Kingdom from the European Union, and foreign currency exchange rate fluctuations (particularly the euro); the timing of development of Marcellus and Utica Shale gas production; the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business; our ability to successfully integrate acquired businesses and achieve anticipated synergies; the interruption, disruption, failure, malfunction, or breach of our information technology systems, 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 transformation initiatives including the impact of customer disruptions resulting in potential customer loss due to the transformation activities; uncertainties related to the global pandemics, including the duration and/or impact of the COVID-19 pandemic; and the extent to which we are able to utilize certain tax benefits currently available under the CARES Act and similar tax legislation and whether such benefits will remain available in the future.


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SEGMENT RESULTS ($ in millions, except where otherwise indicated)
AmeriGas Propane
For the fiscal quarter ended March 31,20212020Increase (Decrease)
Revenues$940 $802 $138 17 %
Total margin (a)$509 $477 $32 7 %
Operating and administrative expenses$233 $231 $2 1 %
Operating income/earnings before interest expense and income taxes$239 $206 $33 16 %
Retail gallons sold (millions)356 340 16 5 %
Heating degree days - % (warmer) than normal (b)(2.2)%(10.7)%
Capital expenditures$30 $35 $(5)(14)%
•Retail gallons sold increased 5% largely due to weather that was 8.4% colder than the prior-year period, higher Cylinder Exchange and National Account volumes, partially offset by structural conservation and other residual volume loss, and the impact of COVID-19 on commercial and motor fuel volumes.
•Total margin increased $32 million primarily attributable to higher retail propane volumes ($20 million) and higher average retail unit margins ($15 million), partially offset by lower non-propane margin attributable to fees and services ($3 million) compared to the prior-year period.
•Operating and administrative expenses increased $2 million largely due to higher incentive compensation, higher advertising costs and higher telecommunications expenses, partially offset by lower general insurance costs.
•Operating income and earnings before interest expense and income taxes each increased $33 million reflecting the higher total margin, slightly offset by the higher operating and administrative expenses.

UGI International
For the fiscal quarter ended March 31,20212020Increase (Decrease)
Revenues$834 $704 $130 18 %
Total margin (a)$343 $295 $48 16 %
Operating and administrative expenses (a)$164 $147 $17 12 %
Operating income$147 $117 $30 26 %
Earnings before interest expense and income taxes$149 $126 $23 18 %
LPG retail gallons sold (millions)242 230 12 5 %
Heating degree days - % (warmer) than normal (b)(3.4)%(14.7)%
Capital expenditures$18 $22 $(4)(18)%

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 2021 and 2020 three-month periods, the average unweighted euro-to-dollar translation rates were approximately $1.21 and $1.10, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.38 and $1.28, respectively.

•Retail volume increased 5% largely due to weather that was 11.8% colder than the prior-year period and increased cylinder volume, partially offset by lower wholesale volumes from one-off spot transactions in the prior-year period and the continued impact of the COVID-19 pandemic.
•Total margin increased $48 million compared to the prior-year period reflecting increases in bulk and cylinder volumes, higher average LPG unit margins attributable to margin management efforts, and the translation effects of the stronger euro.
•The increase in operating and administrative expenses largely reflects the translation effects of the stronger euro.
•Operating income increased $30 million compared to the prior-year period reflecting the translation effects of the stronger euro of $13 million.
•Earnings before interest expense and income taxes increased $23 million compared to the prior-year period due to the higher operating income, partially offset by lower pre-tax realized gains on foreign currency exchange contracts ($7 million).
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Midstream & Marketing
For the fiscal quarter ended March 31,20212020Increase (Decrease)
Revenues$484 $422 $62 15 %
Total margin (a)$141 $123 $18 15 %
Operating and administrative expenses$28 $34 $(6)(18)%
Operating income$90 $71 $19 27 %
Earnings before interest expense and income taxes$100 $79 $21 27 %
Heating degree days - % (warmer) than normal (b)(5.8)%(15.7)%
Capital expenditures$12 $23 $(11)(48)%

•Temperatures were 5.8% warmer than normal but 11.7% colder than the prior-year period.
•Total margin increased $18 million primarily reflecting increased margins from natural gas marketing activities ($10 million), renewable energy marketing activities ($6 million), capacity management ($6 million), and natural gas gathering activities ($4 million) compared to the prior-year period. The effect of these increases was partially offset by the absence of margins attributable to HVAC and Conemaugh ($7 million) that were divested in Fiscal 2020.
•Operating and administrative expenses decreased $6 million largely due to lower expenses attributable to the divested assets, partially offset by higher expenses for new assets placed into service and acquisitions.
•Operating income increased due to higher total margin and lower operating and administrative expenses, partially offset by an adjustment to the contingent consideration related to the GHI acquisition ($4 million).
•Earnings before interest expense and income taxes increased $21 million compared to the prior-year period due to the higher operating income and equity earnings from the investment in Pine Run Midstream.

UGI Utilities
For the fiscal quarter ended March 31,20212020Increase (Decrease)
Revenues$442 $393 $49 12 %
Total margin (a)$238 $207 $31 15 %
Operating and administrative expenses$67 $66 $1 2 %
Operating income$142 $116 $26 22 %
Earnings before interest expense and income taxes$142 $116 $26 22 %
Gas Utility system throughput - billions of cubic feet
Core market38 33 5 15 %
Total100 98 2 2 %
Gas Utility heating degree days - % (warmer) than normal (b)(8.1)%(18.9)%
Capital expenditures$64 $78 $(14)(18)%

•Gas Utility service territory experienced temperatures that was 13.3% colder than the prior-year period.
•Core market volumes increased due to the colder weather, customer growth, and higher average use per customer, partially offset by volume reductions attributable to COVID-19.
•Total Gas Utility distribution throughput increased 2 bcf reflecting higher core market and large firm delivery service volumes, partially offset by lower interruptible delivery service volumes.
•Total margin increased $31 million primarily due to higher total margin from Gas Utility customers ($30 million), largely driven by the increase in volumes and gas base rates which became effective January 1, 2021.
•Operating income increased reflecting the higher total margin, partially offset by higher depreciation expense ($3 million) and slightly higher operating and administrative expenses. The increased depreciation expense is attributable to continued distribution system and IT capital expenditure activity.

(a)Total margin represents total revenue less total cost of sales. In the case of UGI Utilities, total margin is reduced by revenue-related tax expenses. In the case of UGI International, total margin represents revenues less cost of sales and, in the 2020 three-month period, LPG cylinder filling costs of $7 million. For financial statement purposes, LPG cylinder filling costs in the 2020 three-month period are included in "Operating and administrative expenses" on the Condensed Consolidated Statements of Income (but excluded from operating and administrative expenses presented above). For financial statement purposes, LPG cylinder filling costs in the 2021 three-month period are included in "Cost of Sales".
(b)Beginning in Fiscal 2021, deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data. Prior-period amounts have been restated to conform to the current-period presentation.
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REPORT OF EARNINGS – UGI CORPORATION
(Millions of dollars, except per share)
(Unaudited)
 Three Months Ended
March 31,		Six Months Ended
March 31,		Twelve Months Ended
March 31,
 202120202021202020212020
Revenues:
AmeriGas Propane$940 $802 $1,606 $1,532 $2,455 $2,422 
UGI International834 704 1,534 1,355 2,306 2,233 
Midstream & Marketing484 422 825 795 1,277 1,309 
UGI Utilities442 393 742 722 1,050 1,019 
Corporate & Other (a)(119)(92)(194)(168)(252)(233)
Total revenues$2,581 $2,229 $4,513 $4,236 $6,836 $6,750 
Earnings (loss) before interest expense and income taxes:
AmeriGas Propane$239 $206 $380 $371 $382 $361 
UGI International149 126 285 226 318 271 
Midstream & Marketing100 79 159 141 186 160 
UGI Utilities142 116 220 208 241 236 
Total reportable segments630 527 1,044 946 1,127 1,028 
Corporate & Other (a)69 (145)145 (192)297 (335)
Total earnings before interest expense and income taxes699 382 1,189 754 1,424 693 
Interest expense:
AmeriGas Propane(40)(41)(80)(83)(161)(165)
UGI International(6)(8)(13)(15)(29)(29)
Midstream & Marketing(11)(11)(21)(23)(40)(31)
UGI Utilities(14)(13)(28)(27)(55)(53)
Corporate & Other, net (a)(7)(10)(14)(19)(26)(26)
Total interest expense(78)(83)(156)(167)(311)(304)
Income before income taxes621 299 1,033 587 1,113 389 
Income tax expense (c)(132)(73)(241)(149)(227)(128)
Net income including noncontrolling interests489 226 792 438 886 261 
Deduct net income attributable to noncontrolling interests, principally in AmeriGas Partners, L.P.— — — — — 123 
Net income attributable to UGI Corporation$489 $226 $792 $438 $886 $384 
Earnings per share attributable to UGI shareholders:
Basic$2.34 $1.08 $3.79 $2.09 $4.24 $1.96 
Diluted$2.33 $1.07 $3.77 $2.08 $4.23 $1.94 
Weighted Average common shares outstanding (thousands) (b):
Basic208,930 208,941 208,849 209,151 208,750 195,716 
Diluted210,092 209,808 209,863 210,494 209,527 197,589 
Supplemental information:
Net income (loss) attributable to UGI Corporation:
AmeriGas Propane$150 $122 $224 $213 $167 $203 
UGI International99 75 191 148 216 167 
Midstream & Marketing64 50 99 86 105 95 
UGI Utilities99 82 148 143 141 142 
Total reportable segments412 329 662 590 629 607 
Corporate & Other (a)77 (103)130 (152)257 (223)
Total net income attributable to UGI Corporation$489 $226 $792 $438 $886 $384 

(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
6

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)    Earnings per share for the twelve months ended March 31, 2020 reflect 34.6 million incremental shares of UGI Common Stock issued in connection with UGI's buy-in of the outstanding common units of AmeriGas Partners, L.P. ("AmeriGas Merger").
(c)    Income tax expense for the three, six and twelve months ended March 31, 2021 includes a $23 million income tax benefit from adjustments due to a step-up in tax basis in Italy as a result of Italian tax legislation.

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

The following tables reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to previously:
Three Months Ended
March 31,		Six Months Ended
March 31,		Twelve Months Ended
March 31,
202120202021202020212020
Adjusted net income attributable to UGI Corporation (millions):
Net income attributable to UGI Corporation$489 $226 $792 $438 $886 $384 
Net (gains) losses on commodity derivative instruments not associated with current-period transactions (net of tax of $22, $(41), $53, $(43), $131 and $(67), respectively)(52)89 (137)99 (318)154 
Unrealized (gains) losses on foreign currency derivative instruments (net of tax of $4, $1, $(1), $(3), $(8) and $2, respectively)(11)(1)4 10 20 (4)
Acquisition and integration expenses associated with the CMG Acquisition (net of tax of $0, $(1), $0, $(1), $0 and $(6), respectively)— — — 1 — 12 
Acquisition expenses associated with the pending Mountaineer Acquisition (net of tax of $0, $0, $(1), $0, $(1) and $0, respectively)1 — 2 — 2 — 
Business transformation expenses (net of tax of $(5), $(5), $(9), $(10), $(16) and $(15), respectively)14 14 27 26 46 42 
AmeriGas Merger expenses (net of tax of $0, $0, $0, $0, $0 and $0, respectively)— — — — — 1 
Loss on disposals of Conemaugh and HVAC (net of tax of $0, $0, $0, $0, $(15) and $0, respectively)— — — — 39 — 
Impact of change in Italian tax law(23)— (23)— (23)— 
Total adjustments (1) (2)
(71)102 (127)136 (234)205 
Adjusted net income attributable to UGI Corporation
$418 $328 $665 $574 $652 $589 
Adjusted diluted earnings per share:
UGI Corporation earnings per share — diluted (3)$2.33 $1.07 $3.77 $2.08 $4.23 $1.94 
Net (gains) losses on commodity derivative instruments not associated with current-period transactions (0.25)0.43 (0.65)0.47 (1.52)0.78 
Unrealized (gains) losses on foreign currency derivative instruments(0.05)(0.01)0.02 0.05 0.10 (0.02)
Acquisition and integration expenses associated with the CMG Acquisition
— — — 0.01 — 0.06 
Acquisition expenses associated with the pending Mountaineer Acquisition— — 0.01 — 0.01 — 
Business transformation expenses0.07 0.07 0.13 0.12 0.22 0.21 
AmeriGas Merger expenses
— — — — — 0.01 
Loss on disposals of Conemaugh and HVAC— — — — 0.18 — 
Impact of change in Italian tax law(0.11)— (0.11)— (0.11)— 
Total adjustments (1) (3)
(0.34)0.49 (0.60)0.65 (1.12)1.04 
Adjusted diluted earnings per share (3)
$1.99 $1.56 $3.17 $2.73 $3.11 $2.98 

(1)Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation, including the impact of the tax benefits resulting from tax law changes during Fiscal 2020. 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.
(3)Earnings per share for the twelve months ended March 31, 2020 reflect 34.6 million in incremental shares of UGI Common Stock issued in connection with the AmeriGas Merger.

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1 1 Fiscal 2021 Second Quarter Results J o h n L . Wa l s h President and CEO, UGI Corporation R o g e r P e r r e a u l t Executive Vice President Global LPG, UGI Corporation President and CEO, UGI Corporation (effective June 26, 2021) Te d J . J a s t r z e b s k i Chief Financial Officer, UGI Corporation R o b e r t F. B e a r d Executive Vice President Natural Gas, UGI Corporation 1

 
2 2 About This Presentation 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). 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. You should read UGI’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions (including increasingly uncertain weather patterns due to climate change) and the seasonal nature of our business; cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil as well as the availability of LPG cylinders; increased customer conservation measures; the impact of pending and future legal or regulatory proceedings, inquiries or investigations, liability for uninsured claims and for claims in excess of insurance coverage; domestic and international political, regulatory and economic conditions in the United States and in foreign countries, including the current conflicts in the Middle East and the withdrawal of the United Kingdom from the European Union, and foreign currency exchange rate fluctuations (particularly the euro); the timing of development of Marcellus and Utica Shale gas production; the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our business; our ability to successfully integrate acquired businesses and achieve anticipated synergies; the interruption, disruption, failure, malfunction, or breach of our information technology systems, 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 transformation initiatives including the impact of customer disruptions resulting in potential customer loss due to the transformation activities; uncertainties related to the global pandemics, including the duration and/or impact of the COVID-19 pandemic; and the extent to which we are able to utilize certain tax benefits currently available under the CARES Act and similar tax legislation and whether such benefits will remain available in the future.

 
3 3 Second Quarter Recap John L. Walsh President and CEO, UGI

 
4 4 Second Quarter Highlights 4 • Record Q2 GAAP diluted EPS of $2.33 (vs. Q2 FY20 GAAP diluted EPS of $1.07) and Adjusted diluted EPS1 of $1.99 in Q2 FY21 (vs. Q2 FY20 Adjusted diluted EPS of $1.56) • Strong results across the entire business, with each business unit delivering increased EBIT vs. prior year  Warmer than normal but colder than prior-year weather in all of UGI's service territories  Higher average LPG unit margin due to strong margin management, effective operating expense management, and increase in base rates at UGI Utilities • Range of attractive and affordable investment opportunities in Renewable Solutions, with a particular focus on RNG, bio-LPG and renewable DME • Third Annual ESG report to be issued later this month $527 $630 Q2 FY20 Q2 FY21 1. Adjusted EPS is a non-GAAP measure. See Slide 6 for reconciliation. 2. Reportable segments earnings before interest expense and income taxes represents an aggregate of our segment level EBIT as determined in accordance with GAAP. $1.56 $1.99 Q2 FY20 Q2 FY21 Adjusted Diluted EPS1 Reportable Segments EBIT2 ($ in Millions)

 
5 5 Second Quarter Financial Review Ted J. Jastrzebski Chief Financial Officer, UGI

 
6 6 Second Quarter Adjusted Diluted Earnings per Share Q2 FY21 Q2 FY20 AmeriGas Propane $0.71 $0.58 UGI International 0.47 0.36 Midstream & Marketing 0.31 0.24 UGI Utilities 0.47 0.39 Corporate & Other (a) 0.37 (0.50) Earnings per share – diluted 2.33 1.07 Net (gains) losses on commodity derivative instruments not associated with current-period transactions (0.25) 0.43 Unrealized gains on foreign currency derivative instruments (0.05) (0.01) Business transformation expenses 0.07 0.07 Impact of change in Italian tax law (0.11) - Total adjustments (a) (0.34) 0.49 Adjusted earnings per share – diluted $1.99 $1.56 (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.

 
7 7 Liquidity Update • Cash Flow from Operating Activities of $646M in 6-months ended March 31, 2021, compared to $562M in prior-year period • $120M (143%) increase in free cash flow1 in the 6-months ended March 31, 2021, compared to the prior-year period • Strong balance sheet position - $1.6 billion in available liquidity2 as of March 31, 2021 • On May 4, 2021, UGI amended the existing UGI Corporation Senior Credit Facility • Extended maturity of the $300M existing term loan due August 2022 to May 2025 • Included a new 4-year $300M term loan commitment; Proceeds may be used to finance a portion of the Mountaineer Acquisition and for general corporate purposes • On May 5, 2021, UGI’s Board of Directors declared a quarterly dividend of $0.345 per share • Marks the 137th consecutive year of dividend payments and the 34th consecutive year of annual dividend increases $1.2 $1.6 $1.5 $1.5 $1.6 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Available Liquidity Liquidity ($ in Billions) 1. Free Cash Flow is a non-GAAP measure and is defined as Cash Flow from Operating Activities – Capital Expenditures – Dividends paid. Please see Appendix for reconciliation. 2. Defined as Cash, cash equivalents and available borrowing capacity.

 
8 8 $1.99 $1.56 $0.13 $0.11 $0.07 $0.08 $0.04 Q2 FY20 AmeriGas UGI International Midstream & Marketing UGI Utilities Corporate & Other Q2 FY21 0.58 0.71 0.36 0.47 0.24 0.310.39 0.47 Q2 FY20 Q2 FY21 Second Quarter Results Recap UGI Utilities Midstream & Marketing UGI International AmeriGas Adjusted Diluted EPS1 – Segment Split 1. Adjusted diluted EPS is a non-GAAP measure. See Slide 6 for reconciliation. 2. Includes ($0.01) Corporate & Other. 3. Includes $0.03 Corporate & Other. $1.562 $1.993 Q2 FY21 GAAP diluted EPS of $2.33 compared to GAAP diluted EPS of $1.07 in Q2 FY20. 8.4% Colder 11.7% Colder than prior year 13.3% Colder 11.8% Colder Adjusted Diluted EPS1 – Comparison with Q2 FY20

 
9 9 Financial Results - AmeriGas (Millions of dollars) Q2 FY20 Q2 FY21 Earnings Before Interest Expense & Income Taxes $206 Total Margin 32 Operating and Administrative Expenses (2) Depreciation and Amortization 1 Other Income and Expense, net 2 Earnings Before Interest Expense & Income Taxes $239 Item Primary Drivers Total Volume ↑ Colder than prior-year weather led to higher retail volume, including an increase in National Accounts volume of 15%. Cylinder Exchange volumes increased 5% and largely offset the impact of COVID-19 on commercial and motor fuel volumes, and other residual volume loss Total Margin ↑ Total margin reflects higher retail propane volumes and higher average retail unit margins, partially offset by lower non-propane margin attributable to fees and services Weather versus normal 8.4% colder than prior year Warmer (2.2%) Q2 FY20 Q2 FY21 (10.7%)

 
10 10 Item Primary Drivers Total Margin ↑ Increases in bulk volume attributable to heating-related bulk sales due to colder than prior- year weather, higher cylinder volumes, higher average LPG unit margins attributable to margin management efforts, and the translation effects of the stronger euro Operating and Admin Expenses ↑ Translation effects of the stronger euro, higher maintenance and distribution costs related to the increased volumes, partially offset by lower employee costs and uncollectible accounts expense Realized FX Gains ↓ Lower realized gains on foreign currency derivative instruments Financial Results – UGI International (Millions of dollars) Q2 FY20 Q2 FY21 Earnings Before Interest Expense & Income Taxes $126 Total Margin 48 Operating and Administrative Expenses (17) Depreciation and Amortization (3) Realized FX Gains (7) Other Income and Expense, net 2 Earnings Before Interest Expense & Income Taxes $149 Weather versus normal 11.8% colder than prior year (14.7%) Warmer (3.4%) Q2 FY20 Q2 FY21 (14.7%)

 
11 11 Item Primary Drivers Total Margin ↑ Higher margin from natural gas and renewable energy marketing activities, improved capacity management margin, and higher margin from natural gas gathering activities, partially offset by the absence of margins attributable to HVAC and Conemaugh Operating and Admin Expenses ↓ Absence of the divested assets partially offset by increases related to acquisitions and new assets placed into service Other Income and Expense, net ↓ Adjustment to the contingent consideration related to the GHI acquisition, partially offset by incremental equity earnings related to the investment in Pine Run Midstream Financial Results – Midstream & Marketing (Millions of dollars) Q2 FY20 Q2 FY21 Earnings Before Interest Expense & Income Taxes $79 Total Margin 18 Operating and Administrative Expenses 6 Other Income and Expense, net (3) Earnings Before Interest Expense & Income Taxes $100 Weather versus normal 11.7% colder than prior year Warmer (5.8%) Q2 FY20 Q2 FY21 (15.7%)

 
12 12 Item Primary Drivers Core Market Volume ↑ 15% higher core market throughput due to colder weather and customer growth Total Margin ↑ Higher core market throughput, higher large firm delivery service total margin, and increase in gas base rates effective January 1, 2021 Depreciation ↑ Continued distribution system and IT capital expenditure activity Financial Results – Utilities (Millions of dollars) Q2 FY20 Q2 FY21 Earnings Before Interest Expense & Income Taxes $116 Total Margin 31 Operating and Administrative Expenses (1) Depreciation (3) Other Income and Expense, net (1) Earnings Before Interest Expense & Income Taxes $142 Weather versus normal 13.3% colder than prior year Warmer (8.1%) Q2 FY20 Q2 FY21 (18.9%)

 
13 13 As a result of the strong performance in the first half of the fiscal year despite warmer than normal weather, we increased our FY21 adjusted EPS guidance to a range of $2.90 - $3.001 per share, inclusive of the negative impact from COVID-19 and positive tax benefits. Increase in Fiscal Year 2021 Guidance Original FY21 Adjusted EPS Guidance (November 18, 2020) Updated FY21 Adjusted EPS Guidance (May 5, 2021) $2.65 - $2.95 $2.90 - $3.001 • COVID-19 headwind of 10 cents • Minimal impact from new tax legislation • Warmer than normal weather • COVID-19 headwind in line with previous guidance • Non-recurring tax benefits of ~12 cents related to the CARES Act and strategic tax planning 1. Because we are unable to predict certain potentially material items affecting diluted earnings per share on a GAAP basis, principally mark-to-market gains and losses on commodity and certain foreign currency derivative instruments, we cannot reconcile fiscal year 2021 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.

 
14 14 Natural Gas Business Robert F. Beard Executive Vice President Natural Gas, UGI

 
15 15 Natural Gas Business Update • In Q2 FY21, UGI Energy Services, through a joint venture, acquired a 49% equity interest in Pine Run Midstream for $56M  Added 43-miles of dry gas gathering pipeline and compression assets to UGI’s portfolio of midstream assets in the Appalachian basin • Added 3,800+ heating customers at UGI Utilities in Q2 FY21 • Triggered DSIC rider to add $4M in margin in FY21 • Plan to invest $400M+ at Utilities; on track for another record year of capital expenditure • On February 8th, the UGI Utilities' Electric Division filed an overall annual rate increase of ~$9M with the Pennsylvania Public Utility Commission • Mountaineer acquisition on track; expected to close in the second half of calendar year 2021 • On May 4th, UGI Energy Services, through a joint venture, entered into definitive agreements to develop dairy farm digester projects to produce RNG in upstate New York  GHI will be the exclusive off-taker and marketer of RNG for Cayuga RNG

 
16 16 Global LPG Business Roger Perreault Executive Vice President Global LPG, UGI President and CEO, UGI Corporation (effective June 26, 2021)

 
17 17 Global LPG Business Update • LPG Business Transformation Initiatives remain on track to realize annual benefits by the end of FY22  Centralized customer engagement services center, enhanced customer management tools and a new routing and logistics tool  Two centers of excellence now fully in place and delivering value  Operational Excellence: Sharing and implementing best practices between various operating LPG entities, including AmeriGas  Commercial Excellence: Focus includes renewable solutions development • Continued National Accounts and Cylinder Exchange growth  Cynch rolled out in 21 cities; on track to reach 40 cities by FY22  15% increase in National Accounts volume over the prior year  5% increase in Cylinder Exchange volume over the prior year

 
18 18 • Invest up to $1B in renewable energy solutions over the next 5 years: • Renewable Natural Gas (“RNG”) • Bio-Gas (BioLPG, rDME etc.) • Hydrogen Strategy and Long-term Commitments Remain Unchanged Our Long Term Commitments • 6-10% EPS Growth 7.7% EPS 10-year CAGR1 • 4% Dividend Growth 7.0% Dividend 10-year CAGR2 ONE 1. 10-year CAGR assumes midpoint of updated 2021 guidance. 2. 6.9% CAGR previously disclosed represented the aggregate of actual dividends paid during FY2020 ($1.31). The 7.0% CAGR mentioned above uses FY 2020 dividend of $1.32, which reflects an annualized figure based on the last dividend issued in FY 2020. Renewable Energy Solutions ESGPortfolio Rebalancing • Rebalance UGI’s business mix through: • Investment in capital projects • Renewables investments • Acquisitions • Advance environmental, social and governance goals: • Provide safe, reliable, affordable, and sustainable energy solutions • Cultivate a culture of Belonging, Inclusion, Diversity & Equity (BIDE) Embedded in a strong culture of innovation, UGI continues to be driven by its core values

 
19 19 Conclusion and Q&A John L. Walsh President and CEO, UGI

 
20 20 Appendix

 
21 21 UGI Supplemental Footnotes • Management uses “adjusted net income attributable to UGI Corporation”, “free cash flow” and “adjusted diluted earnings per share,” all three 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 gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results. • Management does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP. Volatility in net income attributable to UGI Corporation as determined in accordance with GAAP can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions. These gains and losses result principally from recording changes in unrealized gains and losses on unsettled commodity and certain foreign currency derivative instruments and, to a much lesser extent, certain realized gains and losses on settled commodity derivative instruments that are not associated with current-period transactions. However, because these derivative instruments economically hedge anticipated future purchases or sales of energy commodities, or in the case of certain foreign currency derivatives reduce volatility in anticipated future earnings associated with our foreign operations, we expect that such gains or losses will be largely offset by gains or losses on anticipated future energy commodity transactions or mitigate volatility in anticipated future earnings. • 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 table on slide 22 reconciles net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and the table on slide 6 reconciles diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above. Slide 23 reconciles the free cash flow to the Net cash provided by operating activities.

 
22 22 UGI Adjusted Net Income (Dollars in millions) Q2 FY21 Q2 FY20 AmeriGas Propane $150 $122 UGI International 99 75 Midstream & Marketing 64 50 UGI Utilities 99 82 Corporate & Other (a) 77 (103) Net income attributable to UGI Corporation 489 226 Net (gains) losses on commodity derivative instruments not associated with current-period transactions (net of tax of $22 and $(41), respectively) (52) 89 Unrealized gains on foreign currency derivative instruments (net of tax of $4 and $1, respectively) (11) (1) Acquisition expenses associated with the pending Mountaineer Acquisition (net of tax of $0 and $0, respectively) 1 - Business transformation expenses (net of tax of $(5) and $(5), respectively) 14 14 Impact of change in Italian tax law (23) - Total adjustments (a) (b) (71) 102 Adjusted net income attributable to UGI Corporation $418 $328 (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.

 
23 23 Free Cash Flow Six Months Ended March 31, (Dollars in millions) 2021 2020 Net cash provided by operating activities $646 $562 (-) Expenditures for property, plant and equipment (304) (342) (-) Dividends on UGI Common Stock (138) (136) Free Cash Flow $204 $84

 
24 24 Investor Relations: Tameka Morris 610-456-6297 [email protected] Arnab Mukherjee 610-768-7498 [email protected]

 

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