UGI US Equity☆

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MD&A discusses our results of operations for Fiscal 2022 and Fiscal 2021, and our financial condition. For discussion of our results of operations and cash flows for Fiscal 2021 compared with Fiscal 2020, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2021 Annual Report on Form 10-K, filed with the SEC on November 19, 2021. MD&A should be read in conjunction with Items 1 and 2, “Business and Properties,” Item 1A, “Risk Factors,” and the Consolidated Financial Statements in Item 8 below including “Segment Information” included in Note 23 to Consolidated Financial Statements.

Because most of our businesses sell or distribute energy products used in large part for heating purposes, our results are significantly influenced by temperatures in our service territories, particularly during the heating-season months of October through March. Accordingly, our results of operations, after adjusting for the effects of gains and losses on derivative instruments not associated with current-period transactions as further discussed below, are significantly higher in our first and second fiscal quarters.

Executive Overview

Recent Developments

UGI International Energy Marketing Business

In October 2022, UGI International, through a wholly-owned subsidiary, sold its natural gas marketing business located in the United Kingdom resulting in a net cash payment to the buyer of $19 million which includes working capital adjustments. The assets and liabilities associated with this business, primarily attributable to the value of unrealized gains and losses on derivative contracts, are classified as held-for-sale on the accompanying Consolidated Balance Sheet as of September 30, 2022. During the fourth quarter of Fiscal 2022, the Company recognized an impairment charge, which was limited to the disposal group’s long-lived assets in accordance with its policy related to assets held for sale. Such impairment in Fiscal 2022 was not material. An incremental pretax loss of approximately $220 million was recognized in the first quarter of Fiscal 2023 in connection with the completed sale, largely attributable to the difference between the net cash payment to the buyer and the fair value of net derivative assets sold along with customer contracts as of the transaction date. The change in the net assets held for sale as of September 30, 2022, and the loss recognized upon disposal in October 2022, was due to the change in the fair value of the net derivative assets subsequent to September 30, 2022.

In November 2022, the Company announced its intent to sell its energy marketing business located in France, with a definitive agreement expected to be signed in the first quarter of Fiscal 2023. The Company expects to recognize a significant loss on the sale largely attributable to the value of net derivative assets sold along with the related customer contracts. At September 30, 2022, the carrying value of the net assets of the Company’s energy marketing business in France amounted to approximately $470 million with primarily all of that value related to the fair value of the applicable derivative contracts.

Global Macroeconomic Conditions

During Fiscal 2021 and continuing into the current fiscal year, global commodity and labor markets have experienced significant inflationary pressures attributable to various economic and political factors, including: the economic recovery and evolving consumer patterns associated with the COVID-19 pandemic; supply chain issues associated with labor shortages; significant inflationary pressures on commodity prices; and political and regulatory conditions resulting from the war between Russia and Ukraine, among others. These factors have led to significant volatility across various consumer price indices during Fiscal 2021 and Fiscal 2022. We have experienced substantial shifts in commodity prices, particularly in LPG, natural gas and electricity prices, which, in turn, have led to extensive mark-to-market impacts on commodity derivative instruments not associated with current-period activity. The ongoing strain on supply costs has resulted in increased inventory costs and certain distribution expenses across all of our businesses. It has also affected requirements around cash collateral and restricted cash associated with our outstanding derivatives. We cannot predict the duration or total magnitude of these factors and the total effects on our business, financial position, results of operations, liquidity or cash flows at this time. However, we continue to evaluate and react to these global economic and political conditions and remain focused on managing our financial condition and liquidity as these conditions continue to evolve.

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Acquisition of Mountaineer Gas Company

On September 1, 2021, UGI acquired Mountaineer, the largest natural gas distribution company in West Virginia for a purchase price of $540 million, which included the assumption of approximately $140 million principal amounts of long-term debt. Mountaineer serves nearly 214,000 customers across 50 of the state’s 55 counties, and is subject to regulation by the WVPSC. The Mountaineer Acquisition was funded with cash proceeds from the 2021 UGI Corporation Senior Credit Facility and the issuance of Equity Units and cash on hand. Mountaineer is included in the Utilities segment as of and in all periods subsequent to the acquisition date. For additional information on the Mountaineer Acquisition and the associated financing activities, see Notes 5, 6 and 13 to the Consolidated Financial Statements.

Continuing Business Transformation Initiatives

By the end of Fiscal 2021, AmeriGas Propane and UGI International substantially completed their previously announced business transformation initiatives. Benefits provided under each initiative were consistent with expectations during Fiscal 2022, and are expected to provide ongoing annual benefits of more than $150 million and €30 million, respectively.

Beginning in Fiscal 2020, we initiated a transformation project focused on our corporate support functions including: finance, procurement, human resources and information technology. This initiative will standardize processes and activities across our global platform, while leveraging the use of best practices and efficiencies between our businesses. While this initiative is being coordinated across multiple support functions, each function is at a different stage of transformation and will undergo the required changes by the end of Fiscal 2023. In connection with these activities, we expect to incur approximately $40 million of non-recurring costs during that time resulting in more than $15 million of ongoing annualized savings by the end of Fiscal 2023.

Non-GAAP Financial Measures

UGI 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 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.

UGI does not designate its commodity and certain foreign currency derivative instruments as hedges under GAAP. Volatility in net income attributable to UGI Corporation can occur as a result of gains and losses on such 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 following tables reflect the adjustments referred to above and reconcile net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most directly comparable GAAP measure, to adjusted diluted earnings per share:

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Year Ended September 30,

(Millions of dollars, except per share amounts) 2022 2021

Adjusted net income attributable to UGI Corporation:

Net income attributable to UGI Corporation 1,073 1,467

Impact of change in tax law (19) (23)

Loss on extinguishment of debt (net of tax of $(3) and $0, respectively) 8 —

Restructuring costs (net of tax of $(10) and $0, respectively) 24 —

Total adjustments (a) (b) (447) (838)

Adjusted net income attributable to UGI Corporation $ 626 $ 629

Adjusted diluted earnings per share:

Midstream & Marketing 0.76 0.51

Corporate & Other (a) 1.93 3.90

Earnings per share - diluted 4.97 6.92

Unrealized gains on foreign currency derivative instruments (0.17) (0.03)

Business transformation expenses 0.03 0.35

Impairment of customer relationship intangible — 0.07

Impairments of certain equity method investments and assets 0.12 0.44

Impact of change in tax law (0.09) (0.11)

Loss on extinguishment of debt 0.03 —

Restructuring costs 0.12 —

Total adjustments (a) (2.07) (3.96)

Adjusted diluted earnings per share $ 2.90 $ 2.96

(a)Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation. These adjustments have been excluded from the segment results to align with the measure used by our CODM in assessing segment performance and allocating resources. See Note 23 to Consolidated Financial Statements for additional information related to these adjustments, as well as other items included within Corporate & Other.

(b)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.

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Fiscal 2022 Compared with Fiscal 2021

Discussion. Net income attributable to UGI Corporation was $1,073 million for Fiscal 2022 (equal to $4.97 per diluted share) compared to $1,467 million for Fiscal 2021 (equal to $6.92 per diluted share). Net income attributable to UGI Corporation in Fiscal 2022 reflects a $513 million year-over-year decrease in net unrealized gains on commodity derivative instruments and certain foreign currency derivative instruments. This decrease reflects the significant volatility related to commodity prices during Fiscal 2022 and Fiscal 2021, as well as the stronger U.S dollar versus the euro, and has contributed to the accumulation of substantial derivative assets related to the Company’s commodity derivative instruments at both September 30, 2022 and 2021. Net income attributable to UGI Corporation for Fiscal 2022 and Fiscal 2021 also includes (1) impairments of certain equity method investments and other assets of $26 million and $108 million, respectively; (2) benefits related to tax law changes of $19 million and $23 million, respectively; (3) business transformation expenses of $7 million and $74 million, respectively; and (4) acquisition and integration expenses of $1 million and $10 million, respectively. Net income attributable to UGI Corporation for Fiscal 2022 also includes restructuring costs of $21 million largely attributable to a reduction in workforce and related costs, and a loss on extinguishment of debt of $8 million associated with financing activities at UGI International.

Adjusted net income attributable to UGI Corporation for Fiscal 2022 was $626 million (equal to $2.90 per diluted share) compared to adjusted net income attributable to UGI Corporation for Fiscal 2021 of $629 million (equal to $2.96 per diluted share). The slight decrease in adjusted net income attributable to UGI Corporation during Fiscal 2022 reflects lower earnings contributions from our LPG businesses which were significantly impacted by the effects of commodity price volatility on current-period margins and related volumes and the absence of a Fiscal 2021 tax benefit under the CARES Act. These factors were largely offset by higher earnings from our Utilities and Midstream & Marketing segments, which include contributions attributable to recent acquisitions.

AmeriGas Propane’s adjusted net income attributable to UGI Corporation decreased $56 million during Fiscal 2022. This decrease largely reflects lower retail propane margin primarily attributable to lower retail volumes sold and higher operating and administrative expenses largely attributable to inflationary pressures. These factors were partially offset by higher non-propane margin and gains on asset sales.

UGI International’s adjusted net income attributable to UGI Corporation decreased $46 million during Fiscal 2022 principally reflecting lower total margin largely attributable to the effects of commodity price volatility on our energy marketing business and the net effect of weaker foreign currencies compared to the prior year. These factors were partially offset by higher gains on asset sales.

Midstream & Marketing adjusted net income in Fiscal 2022 was $56 million higher than the prior year. This increase principally reflects higher margins related to natural gas marketing activities, higher total earnings from renewable energy marketing activities, and incremental contributions from UGI Moraine East.

Utilities Fiscal 2022 adjusted net income increased $62 million compared to the prior year. The increase was largely related to the full-year impact of earnings attributable to the Mountaineer Acquisition, an increase in DSIC rates and higher margin from large delivery including the effects of customer growth at UGI Utilities also contributed to the earnings improvement during the current year.

AmeriGas Propane 2022 2021 Increase (Decrease)

(Dollars in millions)

Operating and administrative expenses $ 889 $ 869 $ 20 2 %

Retail gallons sold (millions) 888 968 (80) (8) %

Degree days – % warmer than normal (b) (0.8) % (2.8) % — —

(a)Total margin represents revenues less cost of sales.

(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for 344 regions in the United States, excluding Alaska and Hawaii.

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Average temperatures during Fiscal 2022 were 0.8% warmer than normal and 1.8% colder than the prior year. Total retail gallons sold decreased 8% during Fiscal 2022 principally reflecting the continuing impact of customer service challenges that occurred in Fiscal 2021, staffing shortages in key delivery related positions, increased price sensitivity in the higher commodity cost environment and the absence of the beneficial prior-year impact of COVID-19 on cylinder exchange and resale volumes.

Total revenues increased $329 million during Fiscal 2022 largely reflecting higher average propane selling prices ($468 million) and, to much lesser extent, higher wholesale volumes ($29 million). These increases were partially offset by the effects of the lower retail propane volumes sold ($182 million). Average daily wholesale propane commodity prices during Fiscal 2022 at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 39% higher than such prices during Fiscal 2021. Total cost of sales increased $396 million during Fiscal 2022 largely attributable to the higher average propane product costs ($448 million) and, to a much lesser extent, the higher wholesale propane volumes ($27 million). These increases were partially offset by the effects of the lower retail propane volumes sold ($82 million).

AmeriGas Propane total margin decreased $67 million in Fiscal 2022 largely attributable to the lower retail propane volumes sold ($100 million) compared to the prior year. This decrease was partially offset by higher average retail propane margin ($28 million) and increased non-propane margin ($11 million) largely attributable to higher fuel recovery and tank rental fees.

Operating income and earnings before interest expense and income taxes decreased $78 million during Fiscal 2022 primarily attributable to the previously mentioned decrease in total margin and higher operating and administrative expenses ($20 million). Operating income and earnings before interest expense and income taxes in Fiscal 2022 also includes an increase in other income largely related to gains on asset sales. The increase in operating and administrative expenses in Fiscal 2022 was impacted by the inflationary cost environment and includes, among other things, higher bad debt expense ($13 million), vehicle fuel ($13 million), general insurance and claims expense ($11 million), and telecommunications expenses ($10 million). These increases were partially offset by lower expenses associated with employee compensation and benefits ($22 million), advertising ($8 million) and vehicle leases ($5 million).

UGI International 2022 2021 Increase (Decrease)

(Dollars in millions)

Operating and administrative expenses $ 611 $ 622 $ (11) (2) %

Earnings before interest expense and income taxes $ 254 $ 317 $ (63) (20) %

LPG retail gallons sold (millions) 799 792 7 1 %

Degree days - % (warmer) colder than normal (b) (2.6) % 0.4 % — —

(a)Total margin represents total revenues less total cost of sales.

(b)Deviation from average heating degree days is determined on a rolling 10-year period utilizing volume-weighted weather data at locations in our UGI International service territories.

Average temperatures during Fiscal 2022 were 2.6% warmer than normal and 5.0% warmer than Fiscal 2021. Total LPG retail gallons sold during Fiscal 2022 increased slightly compared to Fiscal 2021 largely attributable to the recovery of certain bulk volumes that were negatively impacted by COVID-19 in Fiscal 2021 and favorable crop drying campaigns, partially offset by warmer weather.

UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During Fiscal 2022 and Fiscal 2021, the average unweighted euro-to-dollar translation rates were approximately $1.08 and $1.20, respectively, and the average unweighted British pound sterling-to-dollar translation rates were approximately $1.28 and $1.37, respectively. Fluctuations in these foreign currency exchange rates can have a significant impact on the individual financial statement components discussed below. The impact of such changes on earnings, however, is mitigated by the effects of forward foreign currency exchange contracts entered into over a multi-year period intended to reduce volatility in U.S. dollar amounts resulting from changes in exchange rates. These forward foreign currency exchange contracts resulted in realized net gains of $13 million and $1 million, respectively, in Fiscal 2022 and Fiscal 2021.

UGI International revenues and cost of sales increased $1,035 million and $1,153 million, respectively, during Fiscal 2022. Average wholesale prices for propane and butane during Fiscal 2022 in northwest Europe were approximately 53% and 70%

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higher, respectively, compared to Fiscal 2021. The increase in revenues and cost of sales principally reflects the impact on our energy marketing business from significant increases and volatility in natural gas and electricity prices and the effects of the previously mentioned higher average propane and butane selling prices and product costs on our LPG business compared to the prior year. These increases were partially offset by the translation effects of weaker foreign currencies as reflected in the previously mentioned average exchange rates.

UGI International total margin decreased $118 million during Fiscal 2022 primarily reflecting lower total margin from our energy marketing business (approximately $53 million) and the translation effects of the weaker foreign currencies. These factors were partially offset by higher total margin from our LPG business attributable to strong margin management efforts despite the effects of the previously mentioned higher product costs. The lower total margin from our energy marketing business is largely due to the impact of significant volatility in commodity costs and its effects on unit margins of certain customer contracts which were largely confined to the heating-season months of October through March during Fiscal 2022.

UGI International operating income and earnings before interest expense and income taxes decreased $77 million and $63 million, respectively, during Fiscal 2022. The decrease in operating income principally reflects the decrease in total margin partially offset by lower depreciation and amortization ($18 million), lower operating and administrative expenses ($11 million) and higher gains associated with the sale of assets compared to Fiscal 2021. The decrease in depreciation and amortization principally reflects the effects of currency translation. The net decrease in operating and administrative expenses compared to the prior year was driven by the translation effects of the weaker foreign currencies largely offset by the effects of inflation on the underlying distribution, personnel and maintenance costs. The decrease in earnings before interest expense and income taxes in Fiscal 2022 largely reflects the decrease in operating income partially offset by higher realized gains on foreign currency exchange contracts ($12 million) entered into in order to reduce volatility in UGI International earnings resulting from the effects of changes in foreign currency exchange rates.

(Dollars in millions)

Operating and administrative expenses $ 129 $ 129 $ — — %

Earnings before interest expense and income taxes $ 269 $ 190 $ 79 42 %

(a)Total margin represents total revenues less total cost of sales.

Average temperatures across Midstream & Marketing’s energy marketing territory during Fiscal 2022 were 8.1% warmer than normal and 4.3% warmer than the prior year.

Midstream & Marketing’s revenues increased $920 million compared to the prior year principally reflecting increased revenues from natural gas marketing activities ($845 million), including the effects of peaking and capacity management activities, which were impacted by significantly higher average natural gas prices compared to the prior year. This increase in revenues was partially offset by lower volumes attributable to the warmer weather. Higher revenues associated with retail power and generation ($45 million) and natural gas gathering activities ($27 million) also contributed to the increase.

Midstream & Marketing cost of sales was $1,876 million in Fiscal 2022 compared to $1,033 million in Fiscal 2021. The $843 million increase principally reflects higher cost of sales related to the previously mentioned natural gas marketing activities ($807 million) which include the effects of significantly higher product costs in Fiscal 2022 partially offset by the lower volumes sold. Higher cost of sales associated with retail power and generation ($40 million) also contributed to the increase.

Midstream & Marketing total margin increased $77 million in Fiscal 2022 largely reflecting improved margin from natural gas marketing activities ($38 million), including the effects of peaking and capacity management activities, and reflects the positive impact of settlement timing of certain multi-year commodity storage hedge contracts during Fiscal 2022. The increase in total margin also includes incremental margin attributable to UGI Moraine East ($15 million), higher total margin from renewable energy marketing activities ($9 million) including the impact of increased average pricing related to environmental credits compared to Fiscal 2021, and higher retail power and generation margin ($5 million).

Midstream & Marketing operating income and earnings before interest expense and income taxes during Fiscal 2022 increased $86 million and $79 million, respectively, compared to the prior year. The increase in operating income principally reflects the

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increase in total margin and the absence of a contingent consideration adjustment related to the GHI acquisition in the prior year partially offset by higher depreciation and amortization expense largely attributable to UGI Moraine East. The increase in earnings before interest expense and income taxes reflects the improvement in operating income partially offset by lower income from equity-method investments.

(Dollars in millions)

Operating and administrative expenses (a) $ 332 $ 254 $ 78 31 %

Earnings before interest expense and income taxes $ 336 $ 242 $ 94 39 %

Gas Utility system throughput – bcf

Electric Utility distribution sales - gwh 997 998 (1) — %

Natural gas degree days – % warmer than normal (b) (7.5) % (6.5) % — —

(a)Total margin represents total revenues less total cost of sales and revenue-related taxes (i.e. Electric Utility gross receipts and business and occupation taxes) of $21 million and $5 million, respectively, during Fiscal 2022 and Fiscal 2021. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Consolidated Statements of Income (but are excluded from operating expenses presented above).

(b)Deviation from average heating degree days is determined on a 10-year period utilizing volume-weighted weather data based on weather statistics provided by NOAA for airports located within Utilities natural gas service territory.

Temperatures in Utilities’ natural gas service territory during Fiscal 2022 were 7.5% warmer than normal and slightly warmer than the prior year. Utilities’ core market and total natural gas system volumes increased (23 bcf and 52 bcf, respectively) during Fiscal 2022 largely related to incremental volumes attributable to Mountaineer.

Utilities revenues increased $541 million in Fiscal 2022 reflecting a $505 million increase in natural gas revenues and a $36 million increase in Electric Utility revenues. The increase in natural gas revenues principally reflects incremental revenues attributable to Mountaineer ($249 million), higher PGC rates reflecting higher natural gas costs, higher pricing on off-system sales, increased DSIC rates, and the full-year impact of the increase in base rates that went into effect during Fiscal 2021. The increase in Electric Utility revenues during Fiscal 2022 reflects higher DS rates compared to the prior year and the increase in base rates that went into effect in November 2021.

Utilities cost of sales (including revenue-related taxes) was $819 million in Fiscal 2022 compared with $463 million in Fiscal 2021. Natural gas cost of sales increased during Fiscal 2022 ($326 million) largely attributable to incremental cost of sales attributable to Mountaineer ($126 million), higher PGC rates compared to the prior year, and increased cost of sales associated with off-system sales. Electric Utility cost of sales increased during Fiscal 2022 ($30 million) primarily related to the higher DS rates compared to the prior year.

Utilities total margin increased $185 million during Fiscal 2022 primarily related to higher natural gas margin ($179 million) compared to Fiscal 2021 largely reflecting incremental margin attributable to Mountaineer ($123 million). The increase in total natural gas margin also includes higher margin attributable to the increased DSIC rates, higher margin from large delivery service customers including the effects of customer growth compared to the prior year, and the previously mentioned full-year impact of the increase in base rates. Electric Utility margin increased $6 million largely attributable to the increase in base rates compared to the prior year.

Utilities operating income and earnings before interest expense and income taxes during Fiscal 2022 increased $86 million and $94 million, respectively, compared to the prior year. The increase in operating income largely reflects the previously mentioned increase in total margin, partially offset by higher operating and administrative expenses ($78 million) and depreciation expense ($25 million) compared to the prior year, both principally related to incremental expenses attributable to Mountaineer. The higher depreciation expense compared to the prior year also includes the effects of continued distribution system capital expenditure activity. The increase in earnings before interest expense and income taxes principally reflects the increase in operating income and higher pension non-service income compared to the prior year.

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Interest Expense and Income Taxes

Our consolidated interest expense during Fiscal 2022 was $329 million compared to $310 million during the prior year. The increase in interest expense principally reflects the effects of incremental long-term debt outstanding during the current period, net of repayments, primarily related to the Mountaineer Acquisition and UGI Utilities’ issuance of senior notes during Fiscal 2022 and the second half of Fiscal 2021. Higher average short-term borrowings outstanding compared to the prior year also contributed to the increase in interest expense.

Our effective income tax rate decreased between Fiscal 2021 and Fiscal 2022 due primarily to the benefit of the impact on net deferred tax liabilities of the reduction in the Pennsylvania statutory income tax rate. This benefit exceeded the prior year net benefits attributable to the CARES Act and the election made under a tax law change in Italy which allowed us to step up its tax basis on certain assets in exchange for paying a three percent substitute tax, partially offset by the establishment of a valuation allowance on the PennEast impairment. For additional information on our income taxes, including tax law changes, see Note 7 to Consolidated Financial Statements.

Financial Condition and Liquidity

The Company expects to have sufficient liquidity including cash on hand and available borrowing capacity, to continue to support long-term commitments and ongoing operations despite uncertainties associated with ongoing global macroeconomic conditions including, among others, changes in consumer behavior resulting from the COVID-19 pandemic, the inflationary cost environment and ongoing energy commodity price volatility. Our total available liquidity balance, comprising cash and cash equivalents and available borrowing capacity on our revolving credit facilities, totaled approximately $1.7 billion and $2.2 billion at September 30, 2022 and 2021, respectively. Our total available liquidity at September 30, 2022 was affected, in part, by $398 million of cash collateral received from derivative counterparties resulting from the impact of rising commodity prices and an accumulation of derivative assets associated with our commodity derivative instruments. The Company does not have any near-term senior note or term loan maturities. The Company cannot predict the duration or total magnitude of the uncertain economic factors mentioned above and the total effects they will have on its liquidity, debt covenants, financial condition or the timing of capital expenditures. UGI and its subsidiaries were in compliance with all debt covenants as of September 30, 2022.

We depend on both internal and external sources of liquidity to provide funds for working capital and to fund capital requirements. Our short-term cash requirements not met by cash from operations are generally satisfied with borrowings under credit facilities and, in the case of Midstream & Marketing, also from a Receivables Facility. Long-term cash requirements are generally met through the issuance of long-term debt or equity securities. We believe that each of our business units has sufficient liquidity in the forms of cash and cash equivalents on hand; cash expected to be generated from operations; credit facility and Receivables Facility borrowing capacity; and the ability to obtain long-term financing to meet anticipated contractual and projected cash commitments. Issuances of debt and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.

The primary sources of UGI’s cash and cash equivalents are the dividends and other cash payments made to UGI or its corporate subsidiaries by its principal business units. Our cash and cash equivalents totaled $405 million at September 30, 2022, compared with $855 million at September 30, 2021. Our cash and cash equivalents at September 30, 2022 reflects the previously mentioned cash collateral deposits received from our derivative instrument counterparties. This is attributable to significant mark-to-market gains on our commodity derivative instruments resulting from the steep rise and volatility in commodity prices during Fiscal 2022 and 2021. This cash could be returned to such counterparties as commodity prices and their impact on our commodity derivative instruments stabilizes or reverses. Excluding these collateral deposits received and cash and cash equivalents that reside at UGI’s operating subsidiaries, at September 30, 2022 and 2021, our cash and cash equivalents totaled $140 million and $172 million, respectively. Such cash is available to pay dividends on UGI Common Stock and for investment purposes.

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During Fiscal 2022 and Fiscal 2021, our principal business units paid cash dividends and made other cash payments to UGI and its subsidiaries as follows:

Midstream & Marketing — 25

Utilities — 35

Common and Preferred Stock

Issuance of Equity Units

On May 25, 2021, the Company issued 2.2 million Equity Units with a total notional value of $220 million. Each Equity Unit has a stated amount of $100 and consists of (1) a 10% undivided beneficial ownership interest in one share of Convertible Preferred Stock with a liquidation preference of $1,000 per share and (2) a 2024 Purchase Contract. The Company received approximately $213 million in proceeds from the issuance of the Equity Units, net of offering expenses and underwriting costs and commissions, and issued 220,000 shares of Convertible Preferred Stock, recording $213 million in “Preferred stock” on the accompanying Consolidated Balance Sheet. The proceeds were used to pay a portion of the purchase price for the Mountaineer Acquisition and related fees and expenses, and for general corporate purposes. For additional information on the Mountaineer Acquisition and the issuance of Equity Units, see Notes 5 and 13 to the Consolidated Financial Statements.

Dividends

Quarterly dividends per share of UGI Common Stock paid during Fiscal 2022 and Fiscal 2021 were as follows:

On November 17, 2022, UGI’s Board of Directors declared a cash dividend equal to $0.360 per common share. The dividend will be payable on January 1, 2023, to shareholders of record on December 15, 2022.

Repurchases of Common Stock

During Fiscal 2022, the Company repurchased 900,000 shares at a total purchase price of $38 million. There were no such repurchases during Fiscal 2021. For additional information on the authorization of these repurchases, see Note 13 to the Consolidated Financial Statements.

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Long-term Debt and Credit Facilities

The Company’s debt outstanding at September 30, 2022 and 2021, comprised the following:

Long-term debt (including current maturities):

Unamortized debt issuance costs (12) (6) (7) (6) (2) (33) (42)

Significant Financing Activities

Mountaineer Credit Agreement.On October 20, 2022, Mountaineer entered into the Mountaineer 2023 Credit Agreement, as borrower, with a group of lenders. The Mountaineer 2023 Credit Agreement amends and restates a previous credit agreement and provides for borrowings up to $150 million, including a $20 million sublimit for letters of credit. Mountaineer may request an increase in the amount of loan commitments to a maximum aggregate amount of $250 million, subject to certain terms and conditions. Borrowings under the Mountaineer 2023 Credit Agreement can be used to finance the working capital needs of Mountaineer and for general corporate purposes. The Mountaineer 2023 Credit Agreement is scheduled to expire in November 2024, with an option to extend the maturity date.

AmeriGas Propane. On September 28, 2022, AmeriGas Propane entered into the 2022 AmeriGas OLP Credit Agreement, as borrower, with a group of lenders. In connection with the entering into of the 2022 AmeriGas OLP Credit Agreement, the borrower paid off in full and terminated the existing AmeriGas OLP Credit Agreement. The 2022 AmeriGas OLP Credit Agreement provides for borrowings up to $600 million, including a $100 million sublimit for letters of credit. AmeriGas Propane may request an increase in the amount of loan commitments under the 2022 AmeriGas OLP Credit Agreement to a maximum aggregate amount of $900 million, subject to certain terms and conditions. Borrowings under the 2022 AmeriGas OLP Credit Agreement can be used to fund acquisitions and investments and for general corporate purposes. The 2022 AmeriGas OLP Credit Agreement is scheduled to expire in September 2026.

UGI Utilities. On July 12, 2022, UGI Utilities amended the Utilities Term Loan. The amendment extended the maturity date of the loan from October 2022 to July 2027, among other things. The current amount outstanding under the Utilities Term Loan remains unchanged and is payable in quarterly installments of $2 million, with the balance of the principal being due and payable in full at maturity. We have entered into an interest rate swap that will generally fix the underlying market-based interest rate on this variable-rate loan through June 2026.

On June 30, 2022, UGI Utilities entered into a note purchase agreement which provides for the private placement of (1) $90 million aggregate principal amount of 4.75% Senior Notes due July 15, 2032 and (2) $85 million aggregate principal amount of 4.99% Senior Notes due September 15, 2052. On July 15, 2022, UGI Utilities issued $90 million aggregate principal amount of 4.75% Senior Notes pursuant to the note purchase agreement. On September 15, 2022, UGI Utilities issued $85 million aggregate principal amount of 4.99% Senior Notes pursuant to the note purchase agreement. The net proceeds from the issuance of the 4.75% Senior Notes and 4.99% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

Mountaineer. On June 30, 2022, Mountaineer entered into a note purchase agreement which provides for the private placement of $40 million aggregate principal amount of 4.49% Senior Notes due August 16, 2052. On August 16, 2022, Mountaineer issued $40 million aggregate principal amount of 4.49% Senior Notes pursuant to the note purchase agreement. The net proceeds from the issuance of the 4.49% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

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UGI International. On December 7, 2021, UGI International, LLC issued, in an underwritten private placement, €400 million principal amount of the UGI International 2.50% Senior Notes due December 1, 2029. The UGI International 2.50% Senior Notes rank equal in right of payment with indebtedness issued under the UGI International Credit Facilities Agreement. The net proceeds from the UGI International 2.50% Senior Notes were used (1) to repay all of the UGI International 3.25% Senior Notes due November 1, 2025 and associated fees and expenses and (2) for general corporate purposes.

Credit Facilities

Information about the Company’s principal credit agreements (excluding Energy Services’ Receivables Facility, which is discussed below) as of September 30, 2022 and 2021, is presented in the tables below.

UGI International, LLC (a) October 2023 € 300 € — € — € 300 N.A.

Energy Services March 2025 $ 260 $ — $ — $ 260 N.A.

UGI International, LLC (a) October 2023 € 300 € — € — € 300 N.A.

Energy Services March 2025 $ 260 $ — $ — $ 260 N.A.

(a)Permits UGI International, LLC to borrow in euros or USD.

(b)Borrowings outstanding have been classified as “Long-term debt” on the Consolidated Balance Sheets. Subsequent to September 30, 2022 and 2021, the Company repaid $87 million and $70 million, respectively, of such borrowings and classified these repayments as “Current maturities of long-term debt” on the Consolidated Balance Sheets.

N.A. - Not applicable

N.M. - Not meaningful

The average daily and peak short-term borrowings under the Company’s principal credit agreements are as follows:

(Currency in millions) Average Peak Average Peak

UGI International, LLC € 77 € 250 € — € —

Energy Services $ — $ — $ 3 $ 32

Receivables Facility. Energy Services also has a Receivables Facility with an issuer of receivables-backed commercial paper. On October 21, 2022, the expiration date of the Receivables Facility was extended to October 20, 2023. The Receivables Facility provides Energy Services with the ability to borrow up to $150 million of eligible receivables during the period October 21, 2022 through April 30, 2023, and up to $75 million of eligible receivables during the period May 1, 2023 through October 20, 2023. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

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At September 30, 2022 and 2021, the outstanding balance of trade receivables was $101 million and $61 million, respectively, none of which was sold to the bank. During Fiscal 2022 and Fiscal 2021, peak sales of receivables were $98 million and $87 million, respectively. During Fiscal 2022 and Fiscal 2021, average daily amounts sold were $2 million and $21 million, respectively.

For further information on the Company’s long-term debt and credit facilities, see Note 6 to Consolidated Financial Statements.

Cash Flows

Due to the seasonal nature of the Company’s businesses, cash flows from operating activities are generally strongest during the second and third fiscal quarters when customers pay for natural gas, LPG, electricity and other energy products and services consumed during the peak heating season months. Conversely, operating cash flows are generally at their lowest levels during the fourth and first fiscal quarters when the Company’s investment in working capital, principally inventories and accounts receivable, is generally greatest.

Operating Activities:

Year-to-year variations in our cash flows from operating activities can be significantly affected by changes in operating working capital, especially during periods with significant changes in energy commodity prices. Cash flows from operating activities in Fiscal 2022 and Fiscal 2021 were $716 million and $1,481 million, respectively. Cash flows from operating activities before changes in operating working capital were $1,269 million in Fiscal 2022 and $1,200 million in Fiscal 2021. Changes in operating working capital provided (used) operating cash flow of $(553) million in Fiscal 2022 and $281 million in Fiscal 2021. The significant increase in cash used from changes in operating working capital principally reflects derivative instruments collateral repayments of $9 million in Fiscal 2022 compared to collateral received of $472 million in Fiscal 2021 reflecting the volatility in energy commodity prices and the timing of associated collateral receipts and payments; lower cash generated from changes in accounts payable due in part to the timing of payments and the impacts of changes in commodity energy prices; and an increase in accounts receivable principally reflecting the effects of higher energy prices on receivable balances.

Investing Activities:

Investing activity cash flow is principally affected by cash expenditures for property, plant and equipment; cash paid for acquisitions of businesses and assets; investments in equity method investees; and cash proceeds from sales and retirements of property, plant and equipment. Cash expenditures for property, plant and equipment totaled $804 million in Fiscal 2022 and $690 million in Fiscal 2021. Cash payments for property, plant and equipment were higher in Fiscal 2022 compared with Fiscal 2021 reflecting, in part, higher capital expenditures at Utilities including the full-year impact of Mountaineer. Cash used for acquisitions of businesses and assets in Fiscal 2022 includes the Stonehenge Acquisition and the Pennant Acquisition in which the Company acquired the 53% interest in Pennant it did not already own. Cash used for acquisitions of businesses and assets in Fiscal 2021 reflects UGI’s acquisition of Mountaineer. Cash used for investments in equity method investees was $47 million in Fiscal 2022 including investments in biomass and renewable energy projects at our Midstream & Marketing reportable segment and an investment in a renewable energy joint venture at UGI International. Cash inflows associated with investing activities during Fiscal 2022 includes cash received from the settlement of certain forward foreign currency contracts previously designated as net investment hedges. Fiscal 2021 includes cash contributions to Pine Run to fund the acquisition of Pine Run Midstream, LLC.

Financing Activities:

Changes in cash flow from financing activities are primarily due to issuances and repayments of long-term debt; short-term borrowings; dividends on UGI Common Stock; and issuances or repurchases of equity instruments.

Cash flow used by financing activities was $51 million in Fiscal 2022 compared to cash flow provided by financing activities of $166 million in Fiscal 2021. During Fiscal 2022, UGI International issued €400 million principal amount of senior notes and Utilities issued a combined $215 million principal amount of senior notes. Proceeds from the UGI International senior notes were principally used to reduce existing long-term debt while proceeds from the Utilities borrowings were used to reduce short-term borrowings and for general corporate purposes. During Fiscal 2021, the Company received $213 million in net cash proceeds from the issuance of Equity Units and $215 million from the issuance of a new variable rate term loan due in May 2025. These funds were used partially to fund the Mountaineer Acquisition. During Fiscal 2021, Utilities issued $175 million of senior notes. In Fiscal 2022 and Fiscal 2021, the Company had net borrowings and (repayments) on credit facilities and the Receivables Facility of $1 million and $(35) million, respectively. Fiscal 2022 cash flow used by financing activities also includes $38 million of cash paid to repurchase Common Stock.

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Capital Expenditures

In the following table, we present capital expenditures (which exclude acquisitions of businesses and assets) for Fiscal 2022 and Fiscal 2021. We also provide amounts we expect to spend in Fiscal 2023. We expect to finance a substantial portion of our Fiscal 2023 capital expenditures from cash generated by operations and cash on hand.

Corporate & Other 20 — —

The increase in capital expenditures at Utilities during Fiscal 2022 reflects the continued execution on its infrastructure replacement and system betterment program as well as the full year impact of Mountaineer. Increased levels of capital expenditures estimated in Fiscal 2023 reflect natural gas infrastructure expansion and investments in renewable energy projects at Midstream & Marketing and UGI International; replacement and betterment projects at UGI Utilities; and expansion of Mountaineer’s capital expenditure programs.

Contractual Cash Obligations and Commitments

The Company has contractual cash obligations that extend beyond Fiscal 2022. The following table presents contractual cash obligations with non-affiliates under agreements existing as of September 30, 2022:

Payments Due by Period

Short-term borrowings (a) $ 368 $ 368 $ — $ — $ —

AmeriGas Propane supply contracts 13 13 — — —

UGI International supply contracts 238 238 — — —

(a)Based upon stated maturity dates for debt outstanding at September 30, 2022.

(b)Based upon stated interest rates adjusted for the effects of interest rate swaps.

(c)Calculated using applicable interest rates or forward interest rate curves, and UGI’s and its subsidiaries’ leverage ratios, as of September 30, 2022.

(d)Represents the sum of amounts due if derivative instrument liabilities were settled at the September 30, 2022 amounts reflected in the Consolidated Balance Sheet (but excluding amounts associated with interest rate contracts).

“Other noncurrent liabilities” included in our Consolidated Balance Sheet at September 30, 2022, principally comprise operating lease liabilities (see Note 16 to Consolidated Financial Statements); regulatory liabilities (see Note 9 to Consolidated Financial Statements); refundable tank and cylinder deposits (as further described in Note 2 to Consolidated Financial Statements under the caption “Refundable Tank and Cylinder Deposits”); litigation, property and casualty liabilities and obligations under environmental remediation agreements (see Note 17 to Consolidated Financial Statements); pension and other postretirement benefit liabilities recorded in accordance with accounting guidance relating to employee retirement plans (see Note 8 to Consolidated Financial Statements); and liabilities associated with executive compensation plans (see Note 14 to Consolidated Financial Statements). These liabilities, with the exception of operating lease liabilities, are not included in the

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table of Contractual Cash Obligations and Commitments because they are estimates of future payments and not contractually fixed as to timing or amount. Required minimum contributions to the U.S. Pension Plans (as further described below under “U.S. Pension Plans”) in Fiscal 2023 are not expected to be material. Required minimum contributions to the U.S. Pension Plans in years beyond Fiscal 2023 will depend, in large part, on the impacts of future returns on pension plan assets and interest rates on pension plan liabilities.

U.S. Pension Plans

The U.S. Pension Plans consist of (1) a defined benefit pension plan for employees hired prior to January 1, 2009, of UGI, UGI Utilities, and certain of UGI’s other domestic wholly owned subsidiaries, and (2) a defined benefit pension plan for substantially all Mountaineer employees. The fair values of the U.S. Pension Plans’ assets totaled $525 million and $717 million at September 30, 2022 and 2021, respectively. At September 30, 2022 and 2021, the underfunded positions of the U.S. Pension Plans, defined as the excess of the PBO over the U.S. Pension Plans’ assets, were $82 million and $109 million, respectively.

We believe we are in compliance with regulations governing defined benefit pension plans, including the ERISA rules and regulations. Required minimum contributions to the U.S. Pension Plans in Fiscal 2023 are not expected to be material. Pre-tax pension cost associated with the U.S. Pension Plans in Fiscal 2022 was not material. Pre-tax pension cost associated with the U.S. Pension Plans in Fiscal 2023 is not expected to be material.

GAAP guidance associated with pension and other postretirement plans generally requires recognition of an asset or liability in the statement of financial position reflecting the funded status of pension and other postretirement benefit plans with current year changes recognized in shareholders’ equity unless such amounts are subject to regulatory recovery. At September 30, 2022, we have recorded after-tax charges to UGI Corporation’s stockholders’ equity of $14 million and recorded regulatory assets totaling $114 million in order to reflect the funded status of the U.S. Pension Plans. For a more detailed discussion of the U.S. Pension Plans and our other postretirement benefit plans, see Note 8 to Consolidated Financial Statements.

Related Party Transactions

During Fiscal 2022 and Fiscal 2021, we did not enter into any related-party transactions that had a material effect on our financial condition, results of operations or cash flows.

Off-Balance-Sheet Arrangements

UGI primarily enters into guarantee arrangements on behalf of its consolidated subsidiaries. These arrangements are not subject to the recognition and measurement guidance relating to guarantees under GAAP.

We do not have any off-balance-sheet arrangements that are expected to have a material effect on our financial condition, change in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Utility Regulatory Matters

Base Rate Filings. On January 28, 2022, PA Gas Utility filed a request with the PAPUC to increase its base operating revenues for residential, commercial and industrial customers by $83 million annually. On September 15, 2022, the PAPUC issued a final order approving a settlement providing for a $49 million annual base distribution rate increase for PA Gas Utility, through a phased approach, with $38 million beginning October 29, 2022 and an additional $11 million beginning October 1, 2023. In accordance with the terms of the final order, PA Gas Utility will not be permitted to file a rate case prior to January 1, 2024. Also in accordance with the terms of the final order, PA Gas Utility is authorized to implement a weather normalization adjustment rider as a 5-year pilot program beginning on the effective date of the new rates. Under this rider, customer billings for distribution services will be adjusted monthly to reflect normal weather conditions if weather deviates more than 3% from normal. Additionally, under the terms of the final order, PA Gas Utility will be authorized to implement a DSIC once its total property, plant and equipment less accumulated depreciation reaches $3,368 million (which threshold was achieved in September 2022).

On February 8, 2021, Electric Utility filed a rate request with the PAPUC to increase its annual base distribution revenues by $9 million. On October 28, 2021, the PAPUC issued a final order approving a settlement that permitted Electric Utility, effective November 9, 2021, to increase its base distribution revenues by $6 million.

On January 28, 2020, PA Gas Utility filed a request with the PAPUC to increase its annual base distribution operating revenues by $75 million annually. On October 8, 2020, the PAPUC issued a final Order approving a settlement that permitted PA Gas

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Utility to increase its annual base distribution rates by $20 million, through a phased approach, with $10 million beginning January 1, 2021 and an additional $10 million beginning July 1, 2021. Additionally, PA Gas Utility was authorized to implement a DSIC once PA Gas Utility total property, plant and equipment less accumulated depreciation reached $2,875 million. This threshold was achieved in December 2020, and PA Gas Utility implemented a DSIC effective April 1, 2021. The PAPUC’s final order also included enhanced COVID-19 customer assistance measures, including the establishment of an Emergency Relief Program for a defined set of payment troubled customers (“ERP”). Additionally, the PAPUC’s final order permitted PA Gas Utility to establish a regulatory asset for certain incremental expenses attributable to the ongoing COVID-19 pandemic, most notably expenses related to the ERP and uncollectible accounts expense, through the effective date of rates in the next PA Gas Utility base rate case, to be recovered and amortized over a 10-year period. In accordance with the terms of the final order, PA Gas Utility was not permitted to file a rate case prior to January 1, 2022.

Market Risk Disclosures

Our primary market risk exposures are (1) commodity price risk; (2) interest rate risk; and (3) foreign currency exchange rate risk. Although we use derivative financial and commodity instruments to reduce market price risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes.

Commodity Price Risk

The risk associated with fluctuations in the prices the Partnership and our UGI International operations pay for LPG is principally a result of market forces reflecting changes in supply and demand for LPG and other energy commodities. Their profitability is sensitive to changes in LPG supply costs. Increases in supply costs are generally passed on to customers. The Partnership and UGI International may not, however, always be able to pass through product cost increases fully or on a timely basis, particularly when product costs rise rapidly. In order to reduce the volatility of LPG market price risk, the Partnership uses contracts for the forward purchase or sale of propane, propane fixed-price supply agreements and over-the-counter derivative commodity instruments including price swap and option contracts. Our UGI International operations use over-the-counter derivative commodity instruments and may from time to time enter into other derivative contracts, similar to those used by the Partnership, to reduce market risk associated with a portion of their LPG purchases. Over-the-counter derivative commodity instruments used to economically hedge forecasted purchases of LPG are generally settled at expiration of the contract.

Utilities’ tariffs contain clauses that permit recovery of all prudently incurred costs of natural gas it sells to its retail core-market customers, including the cost of financial instruments used to hedge purchased gas costs. The recovery clauses provide for periodic adjustments for the difference between the total amounts actually billed to customers through PGC and PGA rates and the recoverable costs incurred. Because of this ratemaking mechanism, there is limited commodity price risk associated with our Utilities operations. PA Gas Utility uses derivative financial instruments, including natural gas futures and option contracts traded on the NYMEX, to reduce volatility in the cost of gas it purchases for its retail core-market customers. The cost of these derivative financial instruments, net of any associated gains or losses, is included in PA Gas Utility's PGC recovery mechanism.

In order to manage market price risk relating to substantially all of Midstream & Marketing’s fixed-price sale contracts for physical natural gas and electricity, Midstream & Marketing enters into NYMEX, ICE and over-the-counter natural gas and electricity futures and option contracts, and natural gas basis swap contracts or enters into fixed-price supply arrangements. Midstream & Marketing also uses NYMEX and over-the-counter electricity futures contracts to economically hedge a portion of its anticipated sales of electricity from its electricity generation facilities. Although Midstream & Marketing’s fixed-price supply arrangements mitigate most risks associated with its fixed-price sales contracts, should any of the suppliers under these arrangements fail to perform, increases, if any, in the cost of replacement natural gas or electricity would adversely impact Midstream & Marketing’s results. In order to reduce this risk of supplier nonperformance, Midstream & Marketing has diversified its purchases across a number of suppliers. UGI International’s natural gas and electricity marketing businesses also use natural gas and electricity futures and forward contracts to economically hedge market risk associated with a substantial portion of anticipated volumes under fixed-price sales and purchase contracts.

Midstream & Marketing has entered into fixed-price sales agreements for a portion of the electricity expected to be generated by its electric generation assets. In the event that these generation assets would not be able to produce all of the electricity needed to supply electricity under these agreements, Midstream & Marketing would be required to purchase electricity on the spot market or under contract with other electricity suppliers. Accordingly, increases in the cost of replacement power could negatively impact Midstream & Marketing’s results.

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Interest Rate Risk

We have both fixed-rate and variable-rate debt. Changes in interest rates impact the cash flows of variable-rate debt but generally do not impact their fair value. Conversely, changes in interest rates impact the fair value of fixed-rate debt but do not impact their cash flows.

Our variable-rate debt at September 30, 2022, includes revolving credit facility borrowings and variable-rate term loans at UGI International, Utilities, Energy Services and UGI Corporation. These debt agreements have interest rates that are generally indexed to short-term market interest rates. We have entered into pay-fixed, receive-variable interest rate swap agreements on all or a significant portion of the term loans’ principal balances and all or a significant portion of the term loans’ tenor. We have designated these interest rate swaps as cash flow hedges. At September 30, 2022, combined borrowings outstanding under variable-rate debt agreements, excluding the previously mentioned effectively fixed-rate debt, totaled $800 million. Based upon average borrowings outstanding under variable-rate borrowings (excluding effectively fixed-rate term loan debt), an increase in short-term interest rates of 100 basis points (1%) would have increased our Fiscal 2022 interest expense by approximately $8 million. The remainder of our debt outstanding is subject to fixed rates of interest. A 100 basis point increase in market interest rates would result in decreases in the fair value of this fixed-rate debt of approximately $165 million at September 30, 2022. A 100 basis point decrease in market interest rates would result in increases in the fair value of this fixed-rate debt of approximately $265 million at September 30, 2022.

Long-term debt associated with our domestic businesses is typically issued at fixed rates of interest based upon market rates for debt with similar terms and credit ratings. As these long-term debt issues mature, we may refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce interest rate risk associated with near- to medium-term forecasted issuances of fixed rate debt, from time to time we enter into IRPAs.

Foreign Currency Exchange Rate Risk

Our primary currency exchange rate risk is associated with the USD versus the euro and, to a lesser extent, the USD versus the British pound sterling. The USD value of our foreign currency denominated assets and liabilities will fluctuate with changes in the associated foreign currency exchange rates. From time to time, we use derivative instruments to hedge portions of our net investments in foreign subsidiaries, including anticipated foreign currency denominated dividends. Gains or losses on these net investment hedges remain in AOCI until such foreign operations are sold or liquidated. With respect to our net investments in our UGI International operations, a 10% decline in the value of the associated foreign currencies versus the USD would reduce their aggregate net book value at September 30, 2022, by approximately $180 million, which amount would be reflected in other comprehensive income. We have designated certain euro-denominated borrowings as net investment hedges.

In order to reduce the volatility in net income associated with our foreign operations, principally as a result of changes in the USD exchange rate between the euro and British pound sterling, we enter into forward foreign currency exchange contracts. We layer in these foreign currency exchange contracts over a multi-year period to eventually equal approximately 90% of anticipated UGI International foreign currency earnings before income taxes.

Derivative Instrument Credit Risk

We are exposed to risk of loss in the event of nonperformance by our derivative instrument counterparties. Our derivative instrument counterparties principally comprise large energy companies and major U.S. and international financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits or entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate.

We have concentrations of credit risk associated with derivative instruments and we evaluate the creditworthiness of our derivative counterparties on an ongoing basis. As of September 30, 2022, the maximum amount of loss, based upon the gross fair values of the derivative instruments, we would incur if these counterparties failed to perform according to the terms of their contracts was $2,418 million. In general, many of our over-the-counter derivative instruments and all exchange contracts call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At September 30, 2022, we had received cash collateral from derivative instrument counterparties totaling $398 million. In addition, we may have offsetting derivative liabilities and certain accounts payable balances with certain of these counterparties, which further mitigates the previously mentioned maximum amount of losses. Certain of the Partnership’s derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event

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of a downgrade of the Partnership’s debt rating. At September 30, 2022, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

The following table summarizes the fair values of unsettled market risk sensitive derivative instrument assets (liabilities) held at September 30, 2022 and changes in their fair values due to market risks. Certain of UGI Utilities’ commodity derivative instruments are excluded from the table below because any associated net gains or losses are refundable to or recoverable from customers in accordance with UGI Utilities ratemaking.

Asset (Liability)

(Millions of dollars) Fair Value Change inFair Value

Interest rate risk (2) $ 66 $ (11)

Foreign currency exchange rate risk (3) $ 117 $ (47)

(1)Change in fair value represents a 10% adverse change in the market prices of certain commodities

(2)Change in fair value represents a 50 basis point adverse change in prevailing market interest rates

(3)Change in fair value represents a 10% adverse change in the value of the Euro and the British pound sterling versus the USD.

Critical Accounting Policies and Estimates

The accounting policies and estimates discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. The application of these accounting policies and estimates necessarily requires management’s most subjective or complex judgments regarding estimates and projected outcomes of future events. Changes in these policies and estimates could have a material effect on our financial statements. Management has reviewed these critical accounting policies, and the estimates and assumptions associated with them, with the Company’s Audit Committee. Also, see Note 2 to Consolidated Financial Statements which discusses our significant accounting policies.

Goodwill Impairment Evaluation. Our goodwill is the result of business acquisitions. We do not amortize goodwill, but test it at least annually for impairment at the reporting unit level. A reporting unit is an operating segment, or one level below an operating segment (a component), if it constitutes a business for which discrete financial information is available and regularly reviewed by segment management. Components are aggregated into a single reporting unit if they have similar economic characteristics. A reporting unit with goodwill is required to perform an impairment test annually or whenever events or circumstances indicate that the value of goodwill may be impaired.

For certain of our reporting units with goodwill, we assess qualitative factors to determine whether it is more likely than not that the fair value of such reporting unit is less than its carrying amount. For our other reporting units with goodwill, we bypass the qualitative assessment and perform the quantitative assessment by comparing the fair values of the reporting units with their carrying amounts, including goodwill. We determine fair values generally based on a weighting of income and market approaches. For purposes of the income approach, fair values are determined based upon the present value of the reporting unit’s estimated future cash flows, including an estimate of the reporting unit’s terminal value based upon these cash flows, discounted at appropriate risk-adjusted rates. We use our internal forecasts to estimate future cash flows, which may include estimates of long-term future growth rates based upon our most recent reviews of the long-term outlook for each reporting unit. Cash flow estimates used to establish fair values under our income approach involve management judgments based on a broad range of information and historical results. In addition, external economic and competitive conditions can influence future performance. For purposes of the market approach, we use valuation multiples for companies comparable to our reporting units. The market approach requires judgment to determine the appropriate valuation multiples. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to such excess but not to exceed the total amount of the goodwill of the reporting unit. As of September 30, 2022, our goodwill totaled $3,612 million. No impairments of goodwill were recorded during any of the periods presented.

With respect to the AmeriGas Propane reporting unit’s Fiscal 2022 impairment test, we determined that AmeriGas Propane’s fair value exceeded its carrying value by approximately 30%. While the Company believes that its judgments used in the quantitative assessment of AmeriGas Propane’s fair value are reasonable based upon currently available facts and circumstances, if AmeriGas Propane were not able to achieve its anticipated results and/or if its weighted average cost of capital were to increase, its fair value would be adversely affected, which may result in an impairment. There is approximately $2

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billion of goodwill in this reporting unit as of September 30, 2022. The Company will continue to monitor its reporting units and related goodwill for any possible future non-cash impairment charges.

Impairment of Long-Lived Assets. An impairment test for long-lived assets (or an asset group) is required when circumstances indicate that such assets may be impaired. If it is determined that a triggering event has occurred, we perform a recoverability test based upon estimated undiscounted cash flow projections expected to be realized over the remaining useful life of the long-lived asset. If the undiscounted cash flows used in the recoverability test are less than the long-lived asset's carrying amount, we determine its fair value. If the fair value is determined to be less than its carrying amount, the long-lived asset is reduced to its estimated fair value and an impairment loss is recognized in an amount equal to such shortfall. When determining whether a long-lived asset has been impaired, management groups assets at the lowest level that has identifiable cash flows. Performing an impairment test on long-lived assets involves judgment in areas such as identifying when a triggering event requiring evaluation occurs; identifying and grouping assets; and, if the undiscounted cash flows used in the recoverability test are less than the long-lived asset's carrying amount, determining the fair value of the long-lived asset. Although cash flow estimates are based upon relevant information at the time the estimates are made, estimates of future cash flows are by nature highly uncertain and contemplate factors that change over time such as the expected use of the asset including future production and sales volumes, expected fluctuations in prices of commodities and expected proceeds from disposition. See Note 5 to Consolidated Financial Statements for information on the impairment loss associated with the disposal of Conemaugh during the third quarter of Fiscal 2020. No other material provisions for impairments of long-lived assets were recorded during Fiscal 2022 or Fiscal 2021.

Loss Contingencies and Environmental Remediation Liabilities. We are involved in litigation that arises in the normal course of business, and we are subject to risk of loss for general, automobile and product liability and workers’ compensation claims for which we obtain insurance coverage subject to self-insured retentions or deductibles. We are also subject to environmental laws and regulations intended to mitigate or remove the effects of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current or former operating sites.

We establish reserves for loss contingencies including pending litigation, and for pending and incurred but not reported claims associated with general and product liability, automobile and workers’ compensation when it is probable that a liability exists and the amount or range of amounts related to such liability can be reasonably estimated. When no amount within a range of possible loss is a better estimate than any other amount within the range, liabilities recorded are based upon the low end of the range. With respect to unasserted claims arising from unreported incidents, we may use the work of specialists to estimate the ultimate losses to be incurred using actuarially determined loss development factors applied to actual claims data.

The likelihood of a loss with respect to a particular loss contingency is often difficult to predict. In addition, a reasonable estimate of the loss, or a range of possible loss, may not be practicable based upon the information available and the potential effects of future events and decisions by third parties that will determine the ultimate resolution of the loss contingency. Reasonable estimates involve management judgments based on a broad range of information and prior experience. For litigation and pending claims including those covered by insurance policies, the analysis of probable loss is performed on a case by case basis and includes an evaluation of the nature of the claim, the procedural status of the matter, the probability or likelihood of success in prosecuting or defending the claim, the information available with respect to the claim, the opinions and views of outside counsel and other advisors, and past experience in similar matters. These judgments are reviewed quarterly as more information is received, and the amounts reserved are updated as necessary. Our estimated reserves for loss contingencies and for pending and incurred but not reported claims associated with general and product liability, automobile and workers’ compensation may differ materially from the ultimate liability and such reserves may change materially as more information becomes available and estimated reserves are adjusted.

We accrue reserves for environmental remediation when assessments indicate that it is probable a liability has been incurred and an amount can be reasonably estimated. Amounts recorded as environmental liabilities on the Consolidated Balance Sheets represent our best estimate of costs expected to be incurred or, if no best estimate can be made, the minimum liability associated with a range of expected environmental investigation and remediation costs. These estimates are based upon a number of factors including whether the company will be responsible for such remediation, the scope and cost of the remediation work to be performed, the portion of costs that will be shared with other potentially responsible parties, the timing of the remediation and possible impact of changes in technology, and the regulations and requirements of local governmental authorities. Our estimated reserves for environmental remediation may differ materially from the ultimate liability and such reserves may change materially as more information becomes available and estimated reserves are adjusted. PA Gas Utility receives ratemaking recognition of environmental investigation and remediation costs associated with its in-state environmental sites. This ratemaking recognition balances the accumulated difference between historical costs and rate recoveries with an estimate of future costs associated with the sites.

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Regulatory Assets and Liabilities. The accounting for our rate regulated gas and electric utility businesses differs from the accounting for nonregulated operations in that these businesses are required to reflect the effects of rate regulation in the consolidated financial statements. Regulatory practices that assign costs to accounting periods may differ from accounting methods generally applied by nonregulated businesses. When it is probable that regulators will permit the recovery of current costs through future rates charged to customers, these costs that otherwise would be expensed by nonregulated companies are deferred as regulatory assets. Similarly, regulatory liabilities are recognized when it is probable that regulators will require customer refunds through future rates or when revenue is collected from customers for expenditures that have yet to be incurred. We continually assess whether the regulatory assets are probable of future recovery by evaluating the regulatory environment, recent rate orders and public statements issued by the PAPUC, WVPSC and MDPSC, and discussions with regulatory authorities and legal counsel. If future recovery of regulatory assets ceases to be probable, the elimination of those regulatory assets would adversely impact our results of operations and cash flows. As of September 30, 2022, our regulatory assets and regulatory liabilities totaled $340 million and $335 million, respectively. For additional information on regulatory assets and liabilities, see Notes 2 and 9 to Consolidated Financial Statements.

Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. Positions taken by an entity in its tax returns must satisfy a more-likely-than-not recognition threshold assuming the positions will be examined by tax authorities with full knowledge of relevant information. We use assumptions, judgments and estimates to determine our current provision for income taxes. We also use assumptions, judgments and estimates to determine our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. The interpretation of tax laws involves uncertainty since tax authorities may interpret the laws differently. Our assumptions, judgments and estimates relative to the current provision for income tax give consideration to current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation thereof and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future taxable income. Actual taxable income or future estimates of taxable income could render our current assumptions, judgments and estimates inaccurate. Changes in the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ significantly from our estimates. As of September 30, 2022, our net deferred tax liabilities totaled $1,249 million.

Business Combination Purchase Price Allocations. From time to time, the Company enters into material business combinations. The purchase price is allocated to the various assets acquired and liabilities assumed at their estimated fair value as of the acquisition date with the residual of the purchase price allocated to goodwill. From time to time, we engage third-party valuation experts to assist us in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make significant judgments, estimates and assumptions especially with respect to intangible assets. Management makes estimates of fair value based upon assumptions it believes to be reasonable. These estimates are based upon historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets include, but are not limited to, discount rates and expected future cash flows from and the economic lives of customer relationships, trade names, existing technology, and other intangible assets. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates. The allocation of the purchase price may be modified up to one year after the acquisition date, under certain circumstances, as more information is obtained about the fair value of assets acquired and liabilities assumed.

Recently Issued Accounting Pronouncements

See Note 3 to Consolidated Financial Statements for a discussion of the effects of recently issued accounting guidance.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

“Quantitative and Qualitative Disclosures About Market Risk” are contained in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations under the caption “Market Risk Disclosures” and are incorporated by reference.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Annual Report on Internal Control Over Financial Reporting included in Item 9A and the financial statements and financial statement schedules referred to in the Index contained on page F-2 of this Report are incorporated herein by reference.

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ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)The Company's disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company's management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures, as of September 30, 2022, were effective at the reasonable assurance level.

(b)Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, management has conducted an assessment, including testing, of the Company’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

Internal control over financial reporting refers to the process, designed under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, and effected by the Company’s Board of Directors, to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changing conditions, or the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2022, based on the COSO criteria. The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022. This report is set forth below.

(c)During the most recent fiscal quarter, no change in the Company’s internal control over financial reporting occurred that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of UGI Corporation

Opinion on Internal Control over Financial Reporting

We have audited UGI Corporation and subsidiaries’ internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, UGI Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and the financial statement schedules listed in the Index at Item 15(a) and our report dated November 21, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

November 21, 2022

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

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PART III:

ITEMS 10 THROUGH 14.

In accordance with General Instruction G(3), and except as set forth below, the information required by Items 10, 11, 12, 13 and 14 is incorporated in this Report by reference to the following portions of UGI’s Proxy Statement, which will be filed with the SEC by December 31, 2022.

Information Captions of Proxy StatementIncorporated by Reference

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Equity Compensation Table

The following table sets forth information as of the end of Fiscal 2022 with respect to compensation plans under which our equity securities are authorized for issuance.

Equity compensation plans not approved by security holders —

(1)Represents 9,004,896 stock options under the UGI Corporation 2021 Incentive Award Plan, which supersedes and replaces the UGI Corporation 2013 Omnibus Incentive Compensation Plan. The UGI Corporation 2021 Incentive Award Plan was approved by shareholders on January 29, 2021.

(2)Represents securities remaining for issuance under the UGI Corporation 2021 Incentive Award Plan. The UGI Corporation 2021 Incentive Award Plan uses a share pool under which each share issued pursuant to a stock option or stock appreciation right reduces the number of shares available by one share, and each share issued pursuant to awards other than stock options or stock appreciation rights reduces the number of shares available by three (3) shares.

(3)Represents 1,376,371 restricted stock units under the UGI Corporation 2021 Incentive Award Plan.

(4)Weighted-average exercise price of outstanding options; excludes restricted stock units.

The information concerning the Company’s executive officers required by Item 10 is set forth below.

EXECUTIVE OFFICERS

Name Age Position

Roger Perreault 58 President and Chief Executive Officer

Ted J. Jastrzebski 61 Chief Financial Officer

Monica M. Gaudiosi 59 Vice President, General Counsel and Secretary

John Koerwer 62 Chief Information Officer

Judy A. Zagorski 59 Chief Human Resources Officer

All officers are elected for a one-year term at the organizational meeting of the Board of Directors held each year.

There are no family relationships between any of the officers or between any of the officers and any of the directors.

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Roger Perreault

Mr. Perreault is a Director and President and Chief Executive Officer of UGI Corporation (since June 2021). Mr. Perreault previously served as Executive Vice President, Global LPG (2018 to 2021) and President - UGI International, LLC (from 2015 to 2021). Prior to joining UGI Corporation, Mr. Perreault held various positions at Air Liquide, an industrial gases company he joined in 1994, and served in various leadership positions from 2008 to 2014, including in a global role as President, Large Industries with international responsibilities and, prior to that, in a role with responsibility for Air Liquide’s North American large industries business. Prior to joining Air Liquide, Mr. Perreault was a chemical engineer and operations manager with I.C.I. in Quebec, Canada.

Ted J. Jastrzebski

Mr. Jastrzebski is Chief Financial Officer of UGI Corporation (since 2018). Mr. Jastrzebski previously served as Principal Financial Officer of AmeriGas Propane, Inc. (2018 to 2019). From 2013 until 2018, Mr. Jastrzebski served as Executive Vice President and Chief Financial Officer of Qurate Retail Group, which is comprised of QVC, HSN, Cornerstone Brands, and Zulily. Previously, Mr. Jastrzebski held various positions at The Hershey Company, including Senior Vice President and President, Hershey Americas (2011 to 2013), Senior Vice President and President, Hershey International (2007 to 2010) and Vice President, Finance, Hershey International (2004 to 2007). Mr. Jastrzebski also served as Senior Vice President, Finance, IT and Administration and Chief Financial Officer of CARE (2002 to 2004) and as Vice President and Chief Financial Officer of Project Hope (1999 to 2002).

Robert F. Beard, Jr.

Mr. Beard is Executive Vice President, Natural Gas, Global Engineering & Construction and Procurement of UGI Corporation (since 2021), Chief Executive Officer of UGI Utilities, Inc. (since 2011) and Chief Executive Officer of Mountaineer Gas Company (Since 2021). He held the title of Executive Vice President, Natural Gas of UGI Corporation (2018 to 2021) and previously served as President (2011 to September 2020), Vice President - Marketing, Rates and Gas Supply (2010 to 2011) and Vice President - Southern Region (2008 to 2010) of UGI Utilities, Inc. From 2006 until 2008, Mr. Beard served as Vice President - Operations and Engineering of PPL Gas Utilities Corporation and, from 2002 until 2006, he served as Director - Operations and Engineering of PPL Gas Utilities Corporation.

Monica M. Gaudiosi

Ms. Gaudiosi is the Vice President, General Counsel and Secretary of UGI Corporation (since 2012). Prior to joining UGI Corporation, Ms. Gaudiosi served as Senior Vice President and General Counsel (2007 to 2012) and Senior Vice President and Associate General Counsel (2005 to 2007) of Southern Union Company. Prior to joining Southern Union Company in 2005, Ms. Gaudiosi held various positions with General Electric Capital Corporation (1997 to 2005). Before joining General Electric Capital Corporation, Ms. Gaudiosi was an associate at the law firms of Hunton & Williams (1994 to 1997) and Sutherland, Asbill & Brennan (1988 to 1994).

John Koerwer

Mr. Koerwer is the Chief Information Officer of UGI Corporation (since 2020). Mr. Koerwer joined UGI as Vice President, Information Technology, for UGI International in 2016 and later was named Group CIO for UGI Corporation, responsible for the global IT strategy, operations, products and services to support both the domestic and international businesses units. Previously, Mr. Koerwer served in multiple IT/IS leadership roles for The Linde Group, a multi-national industrial gas company based in Munich, Germany.

Jean Felix Tematio Dontsop

Mr. Tematio Dontsop is the Vice President, Chief Accounting Officer and Controller of UGI Corporation (since July 2021). Mr. Tematio Dontsop most recently served as Vice President of Internal Audit for West Pharmaceuticals Services, Inc. in Exton, Pennsylvania (July 2020 to June 2021). Previously, he held several roles of increasing responsibility over fifteen years with PricewaterhouseCoopers, based in Philadelphia, Pennsylvania and Paris, France, including Audit Director (2019 to 2020) and Audit Senior Manager (2011 to 2019). Mr. Tematio Dontsop also worked earlier in his career as an auditor for KPMG, based in Paris.

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Judy A. Zagorski

Ms. Zagorski is the Chief Human Resources Officer of UGI Corporation (since September 2020). Previously, Ms. Zagorski served as Executive Vice President, Global Human Resources & CHRO at Church & Dwight, a major manufacturer of household products headquartered in Ewing, New Jersey (2017 to 2020). Prior to joining Church & Dwight, Ms. Zagorski held the positions of Senior Vice President - Human Resources and Vice President - Human Resources, Development and Strategy at BASF (2011 to 2017).

PART IV:

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Documents filed as part of this report:

(1)Financial Statements:

Included under Item 8 are the following financial statements and supplementary data:

Management’s Annual Report on Consolidated Financial Statements and Schedules

Report of Independent Registered Public Accounting Firm (PCAOB ID:42) (on Consolidated Financial Statements and Schedules)

Consolidated Balance Sheets as of September 30, 2022 and 2021

Consolidated Statements of Income for the years ended September 30, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income for the years ended September 30, 2022, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020

Consolidated Statements of Changes in Equity for the years ended September 30, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

(2)Financial Statement Schedules:

I — Condensed Financial Information of Registrant (Parent Company)

II — Valuation and Qualifying Accounts for the years ended September 30, 2022, 2021 and 2020

We have omitted all other financial statement schedules because the required information is (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or related notes.

(3)List of Exhibits:

The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing):

Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

74

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

75

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

76

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

10.9** UGI Corporation 2021 Incentive Award Plan. UGI Form S-8(2/4/21) 4.4

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

78

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

79

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

80

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

81

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

14 Code of Business Conduct and Ethics. UGI Form 10-K(9/30/21) 14

*21 Subsidiaries of the Registrant.

*23 Consent of Ernst & Young LLP

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Incorporation by Reference

Exhibit No. Exhibit Registrant Filing Exhibit

*101.SCH XBRL Taxonomy Extension Schema

*101.CAL XBRL Taxonomy Extension Calculation Linkbase

*101.DEF XBRL Taxonomy Extension Definition Linkbase

*101.LAB XBRL Taxonomy Extension Labels Linkbase

*101.PRE XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

** As required by Item 15(a)(3), this exhibit is identified as a compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

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EXHIBIT INDEX

Exhibit No. Description

21 Subsidiaries of the Registrant.

23 Consent of Ernst & Young LLP.

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Labels Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

UGI CORPORATION

Date: November 21, 2022 By: /s/ Ted J. Jastrzebski

Ted J. JastrzebskiChief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on November 21, 2022, by the following persons on behalf of the Registrant in the capacities indicated.

Signature Title

Roger Perreault

/s/ Ted J. Jastrzebski Chief Financial Officer (Principal Financial Officer)

Ted J. Jastrzebski

Jean Felix Tematio Dontsop

/s/ Frank S. Hermance Chairman and Director

Frank S. Hermance

/s/ M. Shawn Bort Director

M. Shawn Bort

/s/ Theodore A. Dosch Director

Theodore A. Dosch

/s/ Alan N. Harris Director

Alan N. Harris

/s/ Mario Longhi Director

Mario Longhi

/s/ William J. Marrazzo Director

William J. Marrazzo

/s/ Cindy J. Miller Director

Cindy J. Miller

Director

/s/ Kelly A. Romano

Kelly A. Romano

/s/ James B. Stallings, Jr. Director

James B. Stallings, Jr.

/s/ John L. Walsh Director

John L. Walsh

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UGI CORPORATION AND SUBSIDIARIES

FINANCIAL INFORMATION

FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K

YEAR ENDED SEPTEMBER 30, 2022

F-1

Table of Contents

UGI CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Pages

Financial Statements:

Consolidated Balance Sheets as of September 30, 2022 and 2021 F-6

Notes to Consolidated Financial Statements F-11

Financial Statement Schedules:

I — Condensed Financial Information of Registrant (Parent Company) S-1

II — Valuation and Qualifying Accounts S-4

We have omitted all other financial statement schedules because the required information is either (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or related notes.

F-2

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Management’s Annual Report on Consolidated Financial Statements and Schedules

The Company’s consolidated financial statements and other financial information contained in this Annual Report were prepared by management, which is responsible for their fairness, integrity and objectivity. The consolidated financial statements and related information were prepared in accordance with GAAP and include amounts that are based on management’s best judgments and estimates.

The Audit Committee of the Board of Directors (the “Committee”) is composed of three members, each of whom is independent and a non-employee director of the Company. The Committee is responsible for monitoring and overseeing the financial reporting process, the adequacy of internal accounting controls, and the independence and performance of the Company’s independent registered public accounting firm and internal auditors. The Committee meets regularly, with and without management present, with the independent registered public accounting firm and the internal auditors, both of which report directly to the Committee. In addition, the Committee provides regular reports to the Board of Directors.

/s/ Roger Perreault

Chief Executive Officer

/s/ Ted J. Jastrzebski

Chief Financial Officer

/s/ Jean Felix Tematio Dontsop

Chief Accounting Officer

F-3

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of UGI Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of UGI Corporation and subsidiaries (the Company) as of September 30, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and the financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 21, 2022, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of general liability, automobile and workers’ compensation reserves

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2014.

Philadelphia, Pennsylvania

November 21, 2022

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UGI CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Millions of dollars)

September 30,

ASSETS

Current assets

Cash and cash equivalents $ 405 $ 855

Restricted cash 64 22

Accrued utility revenues 23 15

Income taxes receivable 128 128

Held for sale assets (Note 25) 295 —

Property, plant and equipment

Net property, plant, and equipment 8,040 7,558

Utility regulatory assets 301 373

LIABILITIES AND EQUITY

Current liabilities

Current maturities of long-term debt $ 149 $ 110

Employee compensation and benefits accrued 147 181

Derivative instruments 144 60

Held for sale liabilities (Note 25) 19 —

Other current liabilities 501 534

Noncurrent liabilities

Derivative instruments 50 38

Commitments and contingencies (Note 17)

Equity:

UGI Corporation stockholders’ equity:

Accumulated other comprehensive loss (380) (140)

Treasury stock, at cost (40) (26)

Total UGI Corporation stockholders’ equity 6,066 5,522

Noncontrolling interests 8 9

See accompanying Notes to Consolidated Financial Statements.

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UGI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Millions of dollars, except per share amounts)

Year Ended September 30,

Costs and expenses:

Loss on disposals of Conemaugh and HVAC — — 54

Other operating income, net (79) (33) (21)

(Loss) income from equity investees (14) (63) 27

Loss on extinguishments of debt (11) — —

Other non-operating income (expense), net 75 12 (20)

Net income including noncontrolling interests 1,074 1,467 532

Deduct net income attributable to noncontrolling interests (1) — —

Net income attributable to UGI Corporation $ 1,073 $ 1,467 $ 532

Earnings per common share attributable to UGI Corporation stockholders:

Weighted-average common shares outstanding (thousands):

See accompanying Notes to Consolidated Financial Statements.

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UGI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Millions of dollars)

Year Ended September 30,

Net income including noncontrolling interests $ 1,074 $ 1,467 $ 532

Other comprehensive (loss) income (240) 7 70

Comprehensive income including noncontrolling interests 834 1,474 602

Deduct comprehensive income attributable to noncontrolling interests (1) — —

Comprehensive income attributable to UGI Corporation $ 833 $ 1,474 $ 602

See accompanying Notes to Consolidated Financial Statements.

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UGI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Millions of dollars)

Year Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income including noncontrolling interests $ 1,074 $ 1,467 $ 532

Provision for uncollectible accounts 61 36 32

Changes in unrealized gains on derivative instruments (648) (1,398) (81)

Loss on disposals of Conemaugh and HVAC — — 54

Equity-based compensation expense 15 21 15

Loss on extinguishments of debt 11 — —

Loss (income) from equity investees 14 63 (27)

Net change in:

Accounts receivable and accrued utility revenues (431) (233) (18)

Income taxes receivable — (48) (80)

Derivative instruments collateral (paid) received (9) 472 22

Other current assets 54 (10) 38

Other current liabilities (4) (13) (51)

Net cash provided by operating activities 716 1,481 1,102

CASH FLOWS FROM INVESTING ACTIVITIES

Expenditures for property, plant and equipment (804) (690) (655)

Investments in equity method investees (47) (65) —

Settlements of net investment hedges 26 — —