Table of Contents

     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended DecemberMarch 31, 20172019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission file number 1-1398
UGI UTILITIES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1174060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 N. 12th Street, Suite 360, Reading,One UGI Drive, Denver, PA 1961217517
(Address of principal executive offices) (Zip Code)

(610) 796-3400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filero Accelerated filero Non-accelerated filerþ
Smaller reporting companyo Emerging growth companyo   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
At January 31, 2018April 30, 2019, there were 26,781,785 shares of UGI Utilities, Inc. Common Stock, par value $2.25 per share, outstanding, all of which were held, beneficially and of record, by UGI Corporation.
     

UGI UTILITIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
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Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

Terms and abbreviations used in this Form 10-Q are defined below:

UGI Utilities, Inc. and Related Entities

Company - UGI Utilities or collectively UGI Utilities and its subsidiaries
CPG - UGI Central Penn Gas, Inc., a wholly owned subsidiary of UGI Utilities prior to the Utility Merger
Energy Services - UGI Energy Services, LLC, a wholly owned subsidiary of UGI and affiliate of UGI Utilities
Electric Utility - UGI Utilities’ regulated electric distribution utility
Gas Utility - UGI Utilities’ regulated natural gas distribution businesses, comprising the natural gas utility businesses owned and operated by UGI Utilities and, prior to the Utility Merger, PNG and CPG
PNG - UGI Penn Natural Gas, Inc., a wholly owned subsidiary of UGI Utilities prior to the Utility Merger
UGI- UGI Corporation, parent company of UGI Utilities
UGI Central- The natural gas rate district of CPG subsequent to the Utility Merger
UGI Gas - UGI Utilities’ natural gas utility, prior to the Utility Merger
UGI North- The natural gas rate district of PNG subsequent to the Utility Merger
UGI South- The natural gas rate district of UGI Gas subsequent to the Utility Merger
UGI Utilities - UGI Utilities, Inc., a wholly owned subsidiary of UGI
Other Terms and Abbreviations
2018 Annual Report -UGI UtilitiesAnnual Report on Form 10-K for the fiscal year ended September 30, 2018
2018 six-month period -Six-month period ended March 31, 2018
2018 three-month period -Three-month period ended March 31, 2018
2019 six-month period -Six-month period ended March 31, 2019
2019 three-month period -Three-month period ended March 31, 2019
4.55% Senior Notes - A private placement of $150 million principal amount of senior notes issued by UGI Utilities
AOCI - Accumulated other comprehensive income (loss)
ASC - Accounting Standards Codification
ASC 605- ASC 605, “Revenue Recognition”
ASC 606- ASC 606, “Revenue from Contracts with Customers”
ASC 740 - ASC 740, “Income Taxes”
ASU - Accounting Standards Update
Bcf - Billions of cubic feet
BIE - Pennsylvania Public Utility Commission Bureau of Investigation and Enforcement
COA - Consent order and agreement

Core market - Comprises (1) firm residential, commercial and industrial customers for whom UGI Utilities has a statutory obligation to serve who purchase their natural gas or electricity from UGI Utilities; and (2) residential, commercial and industrial customers for whom UGI Utilities has a statutory obligation to serve who purchase their natural gas or electricity from others
DS - Default service
ERISA - Employee Retirement Income Security Act of 1974
Exchange Act - Securities Exchange Act of 1934, as amended
FASB - Financial Accounting Standards Board
FERC - Federal Energy Regulatory Commission
FTR - Financial transmission rights
GAAP - U.S. generally accepted accounting principles
Gwh - Millions of kilowatt hours
IRPA - Interest rate protection agreement
IT - Information technology
LIBOR - London Inter-bank Offered Rate
MDPSC - Maryland Public Service Commission
MGP - Manufactured gas plant
NOAA - National Oceanic and Atmospheric Administration
NPNS - Normal purchase and normal sale
NTSB - National Transportation Safety Board
NYMEX - New York Mercantile Exchange
PADEP - Pennsylvania Department of Environmental Protection
PAPUC - Pennsylvania Public Utility Commission
Pension Plan - Defined benefit pension plan for employees hired prior to January 1, 2009 of UGI, UGI Utilities, CPG, PNG and certain of UGI’s other domestic wholly owned subsidiaries

PGC - Purchased gas costs
PJM - PJM Interconnection, LLC
Retail core-market - Comprises firm residential, commercial and industrial customers for whom UGI Utilities has a statutory obligation to serve that purchase their natural gas from Gas Utility
SCAA - Storage contract administrative agreements
SEC - U.S. Securities and Exchange Commission
TCJA - Tax Cuts and Jobs Act
UGI Utilities Credit Agreement - Revolving Credit Agreement issued by UGI Utilities
Utility Merger- The merger, effective October 1, 2018, of CPG and PNG with UGI Utilities
VEBA - Voluntary Employees’ Beneficiary Association


UGI UTILITIES, INC. AND SUBSIDIARIES
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Thousands of dollars)
December 31,
2017
 September 30,
2017
 December 31,
2016
March 31,
2019
 September 30,
2018
 March 31,
2018
ASSETS          
Current assets:          
Cash and cash equivalents$7,289
 $5,203
 $9,838
$41,421
 $10,314
 $4,710
Restricted cash3,665
 3,046
 
837
 1,190
 1,572
Accounts receivable (less allowances for doubtful accounts of $6,398, $4,052 and $5,518, respectively)105,141
 53,720
 97,188
Accounts receivable (less allowances for doubtful accounts of $16,205, $9,760 and $15,582, respectively)156,634
 71,507
 169,555
Accounts receivable — related parties1,406
 2,807
 1,886
1,999
 2,273
 1,564
Accrued utility revenues95,854
 13,296
 55,616
52,068
 13,977
 62,343
Inventories49,717
 53,309
 39,693
19,942
 52,413
 19,717
Prepaid income taxes1,977
 7,711
 2,013
536
 53,857
 41
Regulatory assets605
 8,338
 1,635
1,343
 7,475
 2,942
Derivative instruments678
 1,354
 7,077
1,047
 3,004
 1,014
Prepaid expenses & other current assets23,066
 16,406
 26,131
Prepaid expenses5,883
 9,006
 8,746
Other current assets10,692
 8,003
 11,451
Total current assets289,398
 165,190
 241,077
292,402
 233,019
 283,655
Property, plant and equipment, at cost (less accumulated depreciation and amortization of $1,026,450, $1,010,781 and $987,850, respectively)2,327,664
 2,274,548
 2,071,718
Property, plant and equipment, at cost (less accumulated depreciation of $1,101,798, $1,074,521 and $1,038,824, respectively)2,646,983
 2,541,768
 2,363,373
Goodwill182,145
 182,145
 182,145
182,145
 182,145
 182,145
Regulatory assets362,237
 360,591
 391,229
298,026
 293,527
 358,696
Other assets13,249
 11,541
 12,354
18,881
 16,117
 16,176
Total assets$3,174,693
 $2,994,015
 $2,898,523
$3,438,437
 $3,266,576
 $3,204,045
LIABILITIES AND STOCKHOLDER’S EQUITY          
Current liabilities:          
Current maturities of long-term debt$144,374
 $39,996
 $39,981
$8,546
 $9,001
 $6,250
Short-term borrowings181,500
 170,000
 98,400
105,000
 189,500
 135,000
Accounts payable69,697
 71,559
 70,703
74,833
 87,861
 59,870
Accounts payable — related parties13,420
 6,890
 11,385
8,881
 9,585
 11,188
Regulatory liabilities17,091
 12,988
 25,830
36,558
 40,131
 41,154
Derivative instruments2,244
 1,071
 295
Other current liabilities106,177
 110,978
 113,468
107,722
 114,256
 126,643
Total current liabilities534,503
 413,482
 360,062
341,540
 450,334
 380,105
Long-term debt711,242
 711,105
 731,030
974,779
 828,995
 827,878
Deferred income taxes340,772
 635,465
 566,519
423,377
 400,939
 339,008
Deferred investment tax credits2,870
 2,950
 3,189
Pension and postretirement benefit obligations140,224
 143,674
 181,809
75,626
 81,590
 136,687
Regulatory liabilities340,391
 36,242
 32,838
342,966
 350,044
 339,567
Other noncurrent liabilities62,670
 63,192
 63,340
68,354
 61,386
 63,784
Total liabilities2,132,672
 2,006,110
 1,938,787
2,226,642
 2,173,288
 2,087,029
Commitments and contingencies (Note 8)
 
 
Commitments and contingencies (Note 9)
 
 
Common stockholder’s equity:          
Common Stock, $2.25 par value (authorized — 40,000,000 shares; issued and outstanding — 26,781,785 shares)60,259
 60,259
 60,259
60,259
 60,259
 60,259
Additional paid-in capital473,580
 473,580
 473,580
473,580
 473,580
 473,580
Retained earnings534,161
 480,857
 456,781
704,051
 579,778
 608,344
Accumulated other comprehensive loss(25,979) (26,791) (30,884)(26,095) (20,329) (25,167)
Total common stockholder’s equity1,042,021
 987,905
 959,736
1,211,795
 1,093,288
 1,117,016
Total liabilities and stockholder’s equity$3,174,693
 $2,994,015
 $2,898,523
$3,438,437
 $3,266,576
 $3,204,045
See accompanying notes to condensed consolidated financial statements.

UGI UTILITIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(Thousands of dollars)
 Three Months EndedThree Months Ended Six Months Ended
 December 31,March 31, March 31,
 2017 20162019 2018 2019 2018
Revenues $323,105
 $261,413
$429,592
 $483,261
 $752,317
 $806,366
Costs and expenses:           
Cost of sales — gas, fuel and purchased power (excluding depreciation shown below) 151,774
 109,471
Cost of sales — gas and purchased power (excluding depreciation shown below)217,976
 257,302
 377,495
 409,076
Operating and administrative expenses 51,984
 49,716
63,932
 66,410
 122,872
 117,819
Operating and administrative expenses — related parties 2,689
 2,564
5,198
 3,766
 8,710
 6,455
Depreciation and amortization 20,354
 17,391
Other operating expense, net 9
 35
Depreciation22,341
 21,158
 44,815
 41,512
Other operating expense (income), net279
 (1,146) 1,485
 (1,137)
 226,810
 179,177
309,726
 347,490
 555,377
 573,725
Operating income 96,295
 82,236
119,866
 135,771
 196,940
 232,641
Pension and other postretirement plans non-service income (expense)395
 (644) 807
 (1,219)
Interest expense 10,939
 10,028
(12,231) (11,091) (23,969) (22,030)
Income before income taxes 85,356
 72,208
108,030
 124,036
 173,778
 209,392
Income taxes 17,053
 27,943
Income tax expense(25,170) (34,852) (41,030) (51,905)
Net income $68,303
 $44,265
$82,860
 $89,184
 $132,748
 $157,487
See accompanying notes to condensed consolidated financial statements.











UGI UTILITIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Thousands of dollars)
 Three Months Ended
 December 31,
 2017 2016
Net income$68,303
 $44,265
Other comprehensive income:   
Reclassifications of net losses on derivative instruments (net of tax of $(279) and $(351), respectively)592
 495
Benefit plans reclassifications of actuarial losses and net prior service credits (net of tax of $(104) and $(169), respectively)220
 239
Other comprehensive income812
 734
Comprehensive income$69,115
 $44,999
 Three Months Ended Six Months Ended
 March 31, March 31,
 2019 2018 2019 2018
Net income$82,860
 $89,184
 $132,748
 $157,487
Other comprehensive income (loss):       
Net losses on derivative instruments (net of tax of $252, $0, $739 and $0, respectively)(621) 
 (1,819) 
Reclassifications of net losses on derivative instruments (net of tax of $(251), $(280), $(503) and $(559), respectively)619
 592
 1,239
 1,184
Reclassifications of benefit plan actuarial losses and net prior service benefits (net of tax of $(54), $(104), $(108) and $(208), respectively)133
 220
 265
 440
Other comprehensive income (loss)131
 812
 (315) 1,624
Comprehensive income$82,991
 $89,996
 $132,433
 $159,111
See accompanying notes to condensed consolidated financial statements.


UGI UTILITIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFLOWS
(unaudited)
(Thousands of dollars)
Three Months EndedSix Months Ended
December 31,March 31,
2017 20162019 2018
CASH FLOWS FROM OPERATING ACTIVITIES      
Net income$68,303
 $44,265
$132,748
 $157,487
Adjustments to reconcile net income to net cash (used) provided by operating activities:   
Depreciation and amortization20,354
 17,391
Deferred income tax expense4,328
 14,049
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation44,815
 41,512
Deferred income tax expense (benefit), net6,966
 (1,619)
Provision for uncollectible accounts3,459
 2,442
11,078
 13,142
Other, net1,161
 4,117
3,881
 (345)
Net change in:      
Accounts receivable and accrued utility revenues(136,036) (99,289)(134,022) (176,795)
Inventories3,592
 2,647
32,471
 33,592
Deferred fuel and power costs, net of changes in unsettled derivatives11,572
 (1,000)(16,951) 31,481
Accounts payable21,655
 19,358
16,252
 17,302
Other current assets(6,661) (4,122)59,962
 (3,791)
Other current liabilities1,172
 4,888
3,764
 23,090
Net cash (used) provided by operating activities(7,101) 4,746
Net cash provided by operating activities160,964
 135,056
CASH FLOWS FROM INVESTING ACTIVITIES      
Expenditures for property, plant and equipment(88,686) (69,639)(177,338) (151,468)
Net costs of property, plant and equipment disposals(2,382) (4,061)(2,769) (3,397)
(Increase) decrease in restricted cash(619) 583
Net cash used by investing activities(91,687) (73,117)(180,107) (154,865)
CASH FLOWS FROM FINANCING ACTIVITIES      
Payments of dividends(15,000) (10,000)
Payment of dividends(10,000) (30,000)
Decrease in short-term borrowings(84,500) (35,000)
Issuances of long-term debt, net of issuance costs124,374
 99,490
149,211
 124,404
Repayments of long-term debt(20,000) 
(4,814) (41,562)
Increase (decrease) in short-term borrowings11,500
 (14,100)
Net cash provided by financing activities100,874
 75,390
49,897
 17,842
Cash and cash equivalents increase$2,086
 $7,019
Cash, cash equivalents and restricted cash increase (decrease)$30,754
 $(1,967)
CASH AND CASH EQUIVALENTS      
End of period$7,289
 $9,838
Beginning of period5,203
 2,819
Increase$2,086
 $7,019
Cash, cash equivalents and restricted cash at end of period$42,258
 $6,282
Cash, cash equivalents and restricted cash at beginning of period11,504
 8,249
Cash, cash equivalents and restricted cash increase (decrease)$30,754
 $(1,967)
See accompanying notes to condensed consolidated financial statements.


UGI UTILITIES, INC. AND SUBSIDIARIES
- 4 -CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY
(unaudited)
(Thousands of dollars)
 Three Months Ended Six Months Ended
 March 31, March 31,
 2019 2018 2019 2018
Common stock, $2.25 par value       
Balance, beginning of period$60,259
 $60,259
 $60,259
 $60,259
Balance, end of period$60,259
 $60,259
 $60,259
 $60,259
        
Retained earnings       
Balance, beginning of period$626,191
 $534,160
 $579,778
 $480,857
Cumulative effect of change in accounting principle - ASC 606
 
 (3,926) 
Reclassification of stranded income tax effects related to TCJA
 
 5,451
 
Net income82,860
 89,184
 132,748
 157,487
Cash dividends — Common Stock(5,000) (15,000) (10,000) (30,000)
Balance, end of period$704,051
 $608,344
 $704,051
 $608,344
        
Additional paid-in capital       
Balance, beginning of period$473,580
 $473,580
 $473,580
 $473,580
Balance, end of period$473,580
 $473,580
 $473,580
 $473,580
        
Accumulated other comprehensive income (loss)       
Balance, beginning of period$(26,226) $(25,979) $(20,329) $(26,791)
Reclassification of stranded income tax effects related to TCJA
 
 (5,451) 
Net losses on derivative instruments(621) 
 (1,819) 
Reclassifications of net losses on derivative instruments619
 592
 1,239
 1,184
Reclassifications of benefit plans actuarial losses and net prior service credits133
 220
 265
 440
Balance, end of period$(26,095) $(25,167) $(26,095) $(25,167)
        
Total UGI Utilities common stockholder's equity$1,211,795
 $1,117,016
 $1,211,795
 $1,117,016
See accompanying notes to condensed consolidated financial statements.

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)



Note 1 — Nature of Operations

UGI Utilities Inc. (“UGI Utilities”),owns and operates Gas Utility, a wholly owned subsidiary of UGI Corporation (“UGI”), and UGI Utilities’ wholly owned subsidiaries, UGI Penn Natural Gas, Inc. (“PNG”) and UGI Central Penn Gas, Inc. (“CPG”), own and operate natural gas distribution utilitiesutility business in eastern and central Pennsylvania and in a portion of one Maryland county. UGI Utilities also ownscounty directly and, operates an electric distribution utility in northeastern Pennsylvania (“Electric Utility”). UGI Utilities’ natural gas distribution utility is referredprior to as “UGI Gas.” UGI Gas,the Utility Merger on October 1, 2018, through PNG and CPG are collectively referred to as “Gas Utility.”CPG. Gas Utility is subject to regulation by the Pennsylvania Public Utility Commission (“PUC”)PAPUC and the FERC and, with respect to a small service territory in one Maryland county, the Maryland Public Service Commission,MDPSC. UGI Utilities also owns and operates Electric Utility, an electric distribution utility located in northeastern Pennsylvania. Electric Utility is subject to regulation by the PUC. Gas UtilityPAPUC and Electric Utility are collectively referred to as “Utilities.”

The term “UGI Utilities” is used herein as an abbreviated reference to UGI Utilities, Inc., or collectively to UGI Utilities, Inc. and its subsidiaries, including PNG and CPG.the FERC.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation. Our condensed consolidated financial statements include the accounts of UGI Utilities and its subsidiaries (collectively, “we” or the “Company”).subsidiaries. We eliminate intercompany accounts when we consolidate.

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).SEC. They include all adjustments that we consider necessary for a fair statement of the results for the interim periods presented. Such adjustments consisted only of normal recurring items unless otherwise disclosed. The September 30, 2017, condensed consolidated balance sheet data2018, Condensed Consolidated Balance Sheet was derived from audited financial statements but dodoes not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).GAAP.

These financial statements should be read in conjunction with the financial statements and related notes included in ourCompany’s 2018 Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (“the Company’s 2017 Annual Report”).Report. Due to the seasonal nature of our businesses, the results of operations for interim periods are not necessarily indicative of the results to be expected for a full year.

Revenue Recognition. Effective October 1, 2018, the Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers,” which, as amended, is included in ASC 606. This new accounting guidance supersedes previous revenue recognition requirements in ASC 605. ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted this new accounting guidance using the modified retrospective transition method to those contracts which were not completed as of October 1, 2018. Periods prior to October 1, 2018, have not been restated and continue to be reported in accordance with ASC 605. The Company recorded a $3,926 reduction to opening retained earnings as of October 1, 2018, to reflect the cumulative effect of ASC 606 on certain contracts not complete as of the date of adoption. Although the adoption of ASC 606 did not, and is not expected to, have a material impact on the amount or timing of our revenue recognition and on our consolidated net income, cash flows or financial position, beginning October 1, 2018, certain performance obligations primarily associated with the release of capacity contracts are reflected on a gross, rather than net, basis and revenues from certain other negotiated rate contracts are reflected on a straight-line basis over the length of the contract, rather than as invoiced. The amount of revenues reflected on a gross, rather than net, basis for the three and six months ended March 31, 2019, was approximately $17,000 and $32,000, respectively, with no impact on net income.

Certain revenues such as revenue from leases, financial instruments and other revenues are not within the scope of ASC 606 because they are not from contracts with customers. Such revenues, if any, are accounted for in accordance with other GAAP. Revenue-related taxes collected on behalf of customers and remitted to taxing authorities, principally sales and use taxes, are not included in revenues. Electric Utility’s gross receipts taxes are presented on a gross basis. The Company has elected to use the practical expedient to expense the costs to obtain contracts when incurred as such amounts are generally not material.
See Note 4 for additional disclosures regarding the Company’s revenue from contracts with customers.
Restricted Cash.Restricted cash principally represents those cash balances in our commodity futures brokerage accounts that are restricted from withdrawal. Upon adoption of revised accounting guidance in October 2018 (see Note 3), changes in restricted cash is no longer reflected as a separate investing activity but included in cash, cash equivalents and restricted cash when reconciling the beginning and end of period total amounts in the Company’s Condensed Consolidated Statements of Cash Flows. The guidance required retrospective application, which resulted in adjustments to the previously reported cash flows from investing activities for the six months ended March 31, 2018, increasing net cash used by investing activities by $1,474.


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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


The following table provides a reconciliation of the total cash, cash equivalents and restricted cash reported on the Company’s Condensed Consolidated Balance Sheets to the corresponding amounts reported on the Condensed Consolidated Statements of Cash Flows.
  Cash, Cash Equivalents and Restricted Cash
  March 31, 2019 March 31, 2018 September 30, 2018 September 30, 2017
Cash and cash equivalents $41,421
 $4,710
 $10,314
 $5,203
Restricted cash 837
 1,572
 1,190
 3,046
Cash, cash equivalents and restricted cash $42,258
 $6,282
 $11,504
 $8,249

Derivative Instruments
Instruments. Derivative instruments are reported on the condensed consolidated balance sheetsCondensed Consolidated Balance Sheets at their fair values, unless the derivative instruments qualify for the normal purchase and normal sale (“NPNS”) exception.NPNS exception is elected. The accounting for changes in fair value depends upon the purpose of the derivative instrument, and whether it is subject to regulatory ratemaking mechanisms or if it qualifies and is designated and qualifiesas a hedge for hedge accounting.accounting purposes.
Gains and losses on substantially all of the derivative instruments used by UGI Utilities to hedge commodity prices (for which NPNS has not been elected) to hedge commodity prices are included in regulatory assets and liabilities. From time to time we enter into derivative instruments that qualify and are designated and qualify as cash flow hedges. For cash flow hedges, changes in the fair values of the derivative financial instruments are recorded in accumulated other comprehensive income (loss) (“AOCI”),AOCI, to the extent effective at offsetting changes in the hedged item, until earnings are affected by the hedged item. We discontinue cash flow hedge accounting if occurrence of the forecasted transaction is determined to be no longer probable. Hedge accounting is also discontinued for derivatives that cease to be highly effective. We do not currently have derivative instruments that are designated and qualify as cash flow hedges. Certain other commodity derivative financial instruments, although generally effective as hedges, do not qualify for hedge accounting treatment. Changes in the fair values of these derivative instruments are reflected in net income. Cash flows from derivative financial instruments are included in cash flows from operating activities.activities on the Condensed Consolidated Statements of Cash Flows.
For a more detailed description of the derivative instruments we use, our accounting for derivatives, our objectives for using them and other information, see Note 11.12.
Income Taxes. Our results for the three and six-months ended March 31, 2018 were significantly affected by the enactment of the TCJA. For additional information regarding the effects of the TCJA and associated regulatory effects, see Notes 6 and 7.
Use of Estimates. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and costs. These estimates are based on management’s knowledge of current events, historical experience and various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may be different from these estimates and assumptions.

Reclassifications.Certain amounts for the three and six months ended March 31, 2018, have been reclassified as a result of the adoption of revised accounting guidance pertaining to certain net periodic pension and other postretirement benefit costs and restricted cash (see Note 3). In addition, certain other prior-period amounts have been reclassified to conform to the current-period presentation.

Note 3 — Accounting Changes
New Accounting Standards Adopted Effective October 1, 2018

Revenue Recognition. Effective October 1, 2018, the Company adopted new accounting guidance regarding revenue recognition. See Notes 2 and 4 for a detailed description of the impact of the new guidance and related disclosures.

Cloud Computing Implementation Costs.In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The new guidance requires a customer in a cloud computing arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. These deferred implementation costs are expensed over the fixed, noncancelable term of the service arrangement plus any reasonably certain renewal periods. The new guidance also requires the entity to present the expense

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


current events, historical experiencerelated to the capitalized implementation costs in the same income statement line as the hosting service fees; to classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments for hosting service fees; and various other assumptionsto present the capitalized implementation costs in the balance sheet in the same line item in which prepaid hosting service fees are presented. The new guidance can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this ASU effective October 1, 2018, and applied the guidance prospectively to all implementation costs associated with cloud computing arrangements that are believed to be reasonable underservice contracts incurred beginning October 1, 2018. The adoption of the circumstances. Accordingly, actualnew guidance did not have a material impact on our results may be different from these estimatesof operations for the three and assumptions.six months ended March 31, 2019.

Reclassifications.Stranded Tax Effects in Accumulated Other Comprehensive Income. In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain prior-period amounts have beenTax Effects from Accumulated Other Comprehensive Income.” This ASU provides that the stranded tax effects in AOCI resulting from the remeasurement of deferred income taxes associated with items included in AOCI due to the enactment of the TCJA may be reclassified to conformretained earnings, at the election of the entity, in the period the ASU is adopted. We adopted this ASU effective October 1, 2018. In connection with the adoption of this guidance, we reclassified a benefit of $5,451 from AOCI to opening retained earnings as of October 1, 2018, to reflect the current-period presentation.reduction in the federal income tax rate, and the federal benefit of state income taxes, on the components of AOCI.

Note 3 — Accounting Changes

Accounting Standards Not Yet Adopted

Pension and Other Postretirement Benefit Costs. In March 2017, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update ("ASU")ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires entities to disaggregate the service cost component from the other components of net periodic benefit costs and present it with compensation costs for related employees in the income statement. The other components are required to be presented elsewhere in the income statement and outside of operating income.income from operations. The amendments in this ASU permit only the service cost component to be eligible for capitalization, when applicable. The amendments in thisFor entities subject to rate regulation, including UGI Utilities, the ASU are effective for interim and annual periods beginning after December 15, 2017 (Fiscal 2019). The amendmentsrecognized that in the ASU should generally be adopted onevent a retrospective basis. The Company isregulator continues to require capitalization of all net periodic benefit costs prospectively, the difference would result in the processrecognition of assessing the impact on its financial statements from the adoption of the new guidance.a regulatory asset or liability.

The guidance became effective for the Company beginning October 1, 2018, with retrospective adoption for the presentation of pension and postretirement expense on the income statement and a prospective adoption for capitalization. The Company’s Condensed Consolidated Statement of Income for the three and six months ended March 31, 2018, has been recast to reflect the retrospective adoption for the presentation of the non-service cost component of net periodic pension and other postretirement benefit costs, net of estimated amounts capitalized, as “Pension and other postretirement plans non-service income (expense)” on the Condensed Consolidated Statements of Income. Previously, the non-service cost components were reflected in “Operating and administrative expenses.”

The amount of income (expense) comprising the non-service cost components of our pension and postretirement benefit plans, net of amounts capitalized, presented in "Pension and other postretirement plans non-service income (expense)” on the Condensed Consolidated Statements of Income, totaled $395 and $807, respectively, for the three and six months ended March 31, 2019 and $(644) and $(1,219), respectively, for the three and six months ended March 31, 2018.

Statement of Cash Flows - Restricted Cash.In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows: Restricted Cash.” ThisThe guidance in this ASU provides guidance onrequires that a statement of cash flows explain the classificationchange during the period in the total of cash, cash equivalents, as well as restricted cash inor restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The amendments in the ASU are required to be adopted on a retrospective basis. We adopted this ASU effective October 1, 2018. Adoption of this new guidance resulted in a change in presentation of restricted cash on the Condensed Consolidated Statements of Cash Flows; otherwise, this guidance did not have a significant impact on our Condensed Consolidated Statements of Cash Flows and disclosures (see Note 2, “Restricted Cash”).

Accounting Standards Not Yet Adopted

Pension and Other Postretirement Benefit Costs Disclosures. In August 2018, the FASB issued ASU No. 2018-14, “Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing and adding certain disclosures for these plans. The amendments in this ASU are effective for interim and annual periods beginning after December 15,October 1, 2020 (Fiscal 2021). The guidance shall be adopted

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


retrospectively for all periods presented in the financial statements. Early adoption is permitted. The Company is in the process of assessing the impact on its financial statement disclosures from the adoption of the new guidance and determining the period in which the new guidance will be adopted.

Fair Value Measurements Disclosures. In August 2018, the FASB issued ASU No. 2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The amendments in this ASU are effective for annual periods beginning October 1, 2020 (Fiscal 2021). The guidance regarding removing and modifying disclosures will be adopted on a retrospective basis and the guidance regarding new disclosures will be adopted on a prospective basis. Early adoption is permitted. The Company is in the process of assessing the impact on its financial statement disclosures from the adoption of the new guidance and determining the period in which the new guidance will be adopted.

Derivatives and Hedging. In August 2017, the FASB issued ASU No. 2017-12, “Targeted Improvements to Accounting for Hedging Activities.” This ASU amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. The amendments in this ASU are effective for the Company for interim and annual periods beginning October 1, 2019 (Fiscal 2019)2020). Early adoption is permitted. For cash flow and net investment hedges as of the adoption date, the guidance requires a modified retrospective approach. The amendments in the ASU areamended presentation and disclosure guidance is required to be adopted on a retrospective basis.prospectively. The Company is in the process of assessing the impact on its financial statements from the adoption of the new guidance and determining the period in which the new guidance will be adopted.

Leases. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This ASU, as subsequently updated, amends existing guidance to require entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on the balance sheet. The new guidance also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases. The amendments in this ASU are effective for the Company for interim and annual reporting periods beginning after December 15, 2018October 1, 2019 (Fiscal 2020). Early adoption is permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.statements unless an entity chooses the transition option in ASU 2018-11, “Leases: Targeted Improvements” which, among other things, provides entities with a transition option to recognize the cumulative-effect adjustment from the modified retrospective application to the opening balance of retained earnings in the period of adoption. We will adopt ASU No. 2016-02, as updated, effective October 1, 2019 and expect to adopt the transition option which would allow the Company to maintain historical presentation for periods before October 1, 2019. The Company is in the process of assessinghas completed a preliminary assessment for evaluating the impact on its financial statements from the adoption of the new guidance and determining the periodanticipates that its adoption will result in which the new guidance will be adopted but anticipates an increase in the recognitiona significant amount of right-of-use assets and lease liabilities.liabilities for leases in effect at the adoption date. The Company has begun implementation activities including accumulating contracts and lease data in formats compatible with a new lease management system that will assist with the initial adoption and future reporting required by the standard.

Note 4 — Revenue Recognition. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). Customers

The guidance provided under ASU 2014-09, as amended, supersedes theCompany recognizes revenue recognition requirements in ASC No. 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. ASU 2014-09 requires that an entity recognize revenue to depict the transferwhen control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the entity expectswe expect to be entitled in exchange for those goods or services. The new guidance is effectiveCompany generally has the right to consideration from a customer in an amount that corresponds directly with the value to the customer for the Company for interim and annual periods beginning after December 15, 2017 (Fiscal 2019) and allows for either full retrospective adoption or modified retrospective adoption.

The Company is in the process of analyzing the impact of the new guidance using an integrated approach which includes evaluating differencesour performance completed to date. As such, we have elected to recognize revenue in the amount and timingto which we have a right to invoice except in the case of certain large delivery service customers for which we recognize revenue recognition from applyingon a straight-line basis over the requirementsterm of the new guidance, reviewing its accounting policies and practices, and assessingcontract, consistent with when the need for changes to its processes, accounting systems and designperformance obligations are satisfied by the Company.

We do not have significant financing terms in our contracts because we generally receive payment shortly before, at, or shortly after the transfer of internal controls. The Company has completed the assessment of a significant number of its contracts with customers under the new guidance to determine the effectcontrol of the adoption ofgood or service. Because the new guidance. Althoughperiod between the time the performance obligation is satisfied and payment is received is one year or less, the Company has not completed its assessmentelected to apply the significant financing component practical expedient and no amount of consideration has been allocated as a financing component.
UGI Utilities supplies natural gas and electricity and provides distribution services of natural gas and electricity to residential, commercial, and industrial customers who are generally billed at standard regulated tariff rates approved by the impactPAPUC through the ratemaking process. Tariff rates include a component that provides for a reasonable opportunity to recover operating costs and expenses and to earn a return on net investment, and a component that provides for the recovery, subject to reasonableness reviews, of the new guidance, the Company does not expect its adoption will have a material impact on its consolidated financial statements. The Company continues to monitor developments associated with certain utility industry specific guidance for possible impacts on the recognition of revenue.

The Company currently anticipates that it will adopt the new standard using the modified retrospective transition method effective October 1, 2018. The ultimate decision with respect to the transition method that it will use will depend upon the completion ofPGC and DS costs.

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Customers may choose to purchase their natural gas and electricity from Gas Utility or Electric Utility, or, alternatively, may contract separately with alternate suppliers. Accordingly, our contracts with customers comprise two promised goods or services: (1) delivery service of natural gas and electricity through the Company’s analysis including confirming its preliminary conclusion thatutility distribution systems and (2) the adoptionnatural gas or electricity commodity itself for those customers who choose to purchase the natural gas or electricity directly from the Company. Revenue is not recorded for the sale of natural gas or electricity to customers who have contracted separately with alternate suppliers. For those customers who choose to purchase their natural gas or electricity from the Company, the performance obligation includes both the supply of the new guidance willcommodity and the delivery service.
The terms of our core market customer contracts are generally considered day-to-day as customers can discontinue service at any time without penalty. Performance obligations are generally satisfied over time as the natural gas or electricity is delivered to customers, at which point the customers simultaneously receive and consume the benefits provided by the delivery service and, when applicable, the commodity. Amounts are billed to customers based upon the reading of a customer’s meter which occurs on a cycle basis throughout each reporting period. An unbilled amount is recorded at the end of each reporting period based upon estimated amounts of natural gas or electricity delivered to customers since the date of the last meter reading. These unbilled estimates consider various factors such as historical customer usage patterns, customer rates and weather.
UGI Utilities has certain fixed-term contracts with large commercial and industrial customers to provide natural gas delivery services at contracted rates and at volumes generally based on the customer’s needs. The performance obligation to provide the contracted delivery service for these large commercial and industrial customers is satisfied over time and revenue is generally recognized on a straight-line basis.
UGI Utilities makes off-system sales whereby natural gas delivered to our system in excess of amounts needed to fulfill our distribution system needs is sold to other customers, primarily other distributors of natural gas, based on an agreed-upon price and volume between the Company and the counterparty. Gas Utility also sells excess capacity whereby interstate pipeline capacity in excess of amounts needed to meet our customer obligations is sold to other distributors of natural gas based upon an agreed-upon rate. Off-system sales and capacity releases are generally entered into one month at a time and comprise the sale of a specific volume of gas or pipeline capacity at a specific delivery point or points over a specific time. As such, performance obligations associated with off-system sales and capacity release customers are satisfied, and associated revenue is recorded, when the agreed upon volume of natural gas is delivered or capacity is provided, and title is transferred, in accordance with the contract terms.
Electric Utility provides transmission services to PJM by allowing PJM to access Electric Utility’s electricity transmission facilities. In exchange for providing access, PJM pays Electric Utility consideration determined by a formula-based rate approved by FERC. The formula-based rate, which is updated annually, allows recovery of costs incurred to provide transmissions services and return on transmission-related net investment. We recognize revenue over time as we provide transmission service.
Other revenues represent revenues from other ancillary services provided to customers and are generally recorded as the service is provided to customers.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers or cash receipts. Contract assets represent our right to consideration after the performance obligations have been satisfied when such right is conditioned on something other than the passage of time. Contract assets were not material at March 31, 2019. All of our receivables are unconditional rights to consideration and are included in “Accounts receivable” and “Accrued utility revenues” on the Condensed Consolidated Balance Sheets. Amounts billed are generally due within the following month.
Contract liabilities arise when payment from a customer is received before the performance obligations have been satisfied and represent the Company’s obligations to transfer goods or services to a material impactcustomer for which we have received consideration. The balances of contract liabilities were $6,481 and $5,897 at March 31, 2019 and October 1, 2018, respectively, and are included in “Other current liabilities” on its consolidated financial statements.the Condensed Consolidated Balance Sheets. Revenue recognized for the six months ended March 31, 2019 from the amount included in contract liabilities at October 1, 2018 was not material.

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Revenue Disaggregation
The following table presents our disaggregated revenues by reportable segment for the three and six months ended March 31, 2019:
  
Three Months Ended
March 31, 2019
 
Six Months Ended
March 31, 2019
  Total Gas Utility Electric Utility Total Gas Utility Electric Utility
Revenues from contracts with customers:            
Core Market:            
Residential $240,316
 $220,728
 $19,588
 $416,007
 $379,285
 $36,722
Commercial & industrial 100,686
 94,412
 6,274
 168,260
 155,787
 12,473
Large delivery service 44,038
 44,038
 
 83,585
 83,585
 
Off-system sales and capacity releases 46,403
 46,403
 
 84,534
 84,534
 
Other (a) (2,446) (4,761) 2,315
 (1,275) (5,840) 4,565
Total revenues from contracts with customers 428,997
 400,820
 28,177
 751,111
 697,351
 53,760
Other revenues (b) 595
 595
 
 1,206
 1,206
 
Total revenues $429,592
 $401,415
 $28,177
 $752,317
 $698,557
 $53,760

(a)Gas Utility includes unallocated negative surcharge revenue of $(10,496) and $(14,624) for the three and six months ended March 31, 2019, respectively, as a result of a PAPUC Order issued May 17, 2018, related to the TCJA (see Note 7).
(b)Represents certain revenues not from contracts with customers that are not within the scope of ASC 606 and accounted for in accordance with other GAAP.

Remaining Performance Obligations
The Company has elected to use practical expedients as allowed in ASC 606 to exclude disclosures related to the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied for core market customers and off-system sales and capacity releases as of the end of the reporting period because these contracts have an initial expected term of one year or less. Certain contracts with large delivery service customers contain minimum future performance obligations through 2053. At March 31, 2019, the Company expects to record approximately $195,000 of revenues related to the minimum future performance obligations over the remaining terms of the related contracts.
Note 45 — Inventories
Inventories comprise the following:
December 31, 2017 September 30, 2017 December 31, 2016March 31, 2019 September 30, 2018 March 31, 2018
Gas Utility natural gas$34,587
 $39,486
 $25,777
$3,396
 $37,287
 $3,459
Materials, supplies and other15,130
 13,823
 13,916
16,546
 15,126
 16,258
Total inventories$49,717
 $53,309
 $39,693
$19,942
 $52,413
 $19,717

At DecemberMarch 31, 2017,2019, UGI Utilities was a party to five principal storage contract administrative agreements (“SCAAs”) which haveSCAAs with terms of up to three years. Four of the SCAAs were with UGI Energy Services LLC (“Energy Services”), a second-tier, wholly owned subsidiary of UGI (see Note 13)14) and one of the SCAAs was with a non-affiliate. Pursuant to the SCAAs, UGI Utilities has, among other things, released certain storage and transportation contracts for the terms of the SCAAs. UGI Utilities also transferred certain associated storage inventories upon commencement of the SCAAs, will receive a transfer of storage inventories at the end of the SCAAs, and makes payments associated with refilling storage inventories during the terms of the SCAAs. The historical cost of natural gas storage inventories released under the SCAAs, which represents a portion of Gas Utility’s total natural gas storage inventories, and any exchange receivable (representing amounts of natural gas inventories used by the other parties to the agreement but not yet replenished for which UGI Utilities has the rights), are included in the caption “Gas Utility natural gas” in the table above.

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


The carrying values of gas storage inventories released under the SCAAs at DecemberMarch 31, 20172019, September 30, 20172018 and DecemberMarch 31, 20162018, comprising 7.80.8 billion cubic feet (“bcf”),bcf, 9.19.0 bcf and 7.80.9 bcf of natural gas, were $22,1912,075, $26,06423,136 and $17,7002,532, respectively. At DecemberMarch 31, 20172019, September 30, 20172018 and DecemberMarch 31, 20162018, UGI Utilities held a total of $11,840, $13,840 $15,040 and $15,000,$13,840, respectively, of security deposits received from its SCAA counterparties. These amounts are included in “Other current liabilities” on the Condensed Consolidated Balance Sheets.
For additional information related to the SCAAs with Energy Services, see Note 13.14.

Note 56 — Income Tax Reform

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”)TCJA was enacted into law. The significant changes resulting from the law that impactimpacted UGI Utilities include a reduction in the U.S. federal income tax rate from 35% to 21%, effective January 1, 2018 (resulting in a blended rate of 24.5% for Fiscal 2018) and the elimination of bonus depreciation foron regulated utilities.utility property beginning in Fiscal 2019.
In accordance with GAAP as determined by ASC 740, “Income Taxes,” we are required to record the effects of tax law changes in the period enacted. As further discussed below, our results for the three and six months ended DecemberMarch 31, 2017, contain2018, contained provisional estimates of the impact of the TCJA. These amounts arewere considered provisional because they useused estimates for which tax returns havehad not yet been filed and because estimated amounts may becould have been impacted by future regulatory and accounting guidance if and when issued. We will adjust theseadjusted provisional amounts as further information becomesbecame available and as we refinerefined our calculations. As permitted by recent guidance issued by the SEC Staff Bulletin No. 118, these adjustments will occuroccurred during athe reasonable “measurement period” not to exceeddefined as twelve months from the date of enactment. During the three months ended December 31, 2018, adjustments to provisional amounts recorded in prior periods were not material.

As a result of the TCJA, during the three months ended December 31, 2017, we reduced our net deferred income tax liabilities by $223,660 due to the remeasuringremeasurement of our existing federal deferred income tax assets and liabilities as of the date of enactment.from 35% to 21%. Because a significant amount of the reduction relatesrelated to our regulated utility plant assets, most of the reduction to our excess deferred income taxes iswas not being recognized immediately in income tax expense. During the threesix months ended DecemberMarch 31, 2017,2018, the amount of the reduction in our net deferred income tax liabilitiestaxes that reduced income tax expense totaled $8,122.

In order for utility assets to continue to be eligible for accelerated tax depreciation, current law requires that excess deferred federal income taxes resulting from the remeasurement of deferred income taxes on regulated utility plant be amortized no more rapidly than over the remaining lives of the assets that gave rise to the excess deferred income taxes. AtIn December 31, 2017, we have recorded a regulatory liability of $216,098 associated with the excess deferred federal income taxes related to our regulated utility plant assets. ThisThe regulatory liability has beenwas increased, and a federal deferred income tax asset was recorded, in the amount of $87,803 to reflect the tax benefit generated by the amortization of the excess deferred federal income taxes.

For the three and six months ended March 31, 2019 and 2018, we included the estimated impacts of the TCJA in determining our estimated annual effective income tax rates. We were subject to a blended U.S. federal tax rate of 24.5% for Fiscal 2018 because our fiscal year contained the effective date of the rate change from 35% to 21%. We are subject to a 21% U.S. federal tax rate in Fiscal 2019. As a result, our annual effective tax rates used for the three and six months ended March 31, 2019 were based upon a federal income tax rate of 21%, and our annual effective tax rates used for the three and six months ended March 31, 2018, were based upon a federal income tax rate of 24.5%. Our estimated annual effective tax rate was not impacted by any regulatory action taken by the PAPUC.

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


asset has been recorded, in the amount of $87,803 to reflect the tax benefit generated by the amortization of the excess deferred federal income taxes. For further information on this regulatory liability, see Note 6 to condensed consolidated financial statements.
For the three months ended December 31, 2017, we included the estimated impacts of the TCJA in determining our estimated annual effective income tax rate. We are subject to a blended federal tax rate of 24.5% for Fiscal 2018 because our fiscal year contains the effective date of the rate change from 35% to 21% on January 1, 2018. As a result, the U.S. federal income tax rate included in our estimated annual effective tax rate is based on this 24.5% blended rate for Fiscal 2018. The PUC has not issued any orders with respect to the lower income tax rate. Our estimated annual effective tax rate for Fiscal 2018 does not reflect the impact of any regulatory action that may be taken by the PUC with respect to the TCJA.
Note 67 — Regulatory Assets and Liabilities and Regulatory Matters
For a description of the Company’s regulatory assets and liabilities other than those described below, see Note 4 in the Company’s 20172018 Annual Report. Other than removal costs, UGI Utilities currently does not recover a rate of return on its regulatory assets.assets listed below. The following regulatory assets and liabilities associated with UGI Utilities are included inon the accompanying condensed consolidated balance sheets:Condensed Consolidated Balance Sheets:
December 31, 2017 September 30, 2017 December 31, 2016March 31, 2019 September 30, 2018 March 31, 2018
Regulatory assets:          
Income taxes recoverable$126,509
 $121,421
 $117,777
$120,279
 $110,129
 $128,267
Underfunded pension and postretirement plans138,287
 141,310
 179,364
83,563
 87,106
 135,263
Environmental costs60,760
 61,566
 61,437
58,758
 58,836
 59,788
Deferred fuel and power costs108
 7,685
 
Removal costs, net31,426
 30,996
 27,062
30,055
 32,025
 30,478
Other5,752
 5,951
 7,224
6,714
 12,906
 7,842
Total regulatory assets$362,842
 $368,929
 $392,864
$299,369
 $301,002
 $361,638
Regulatory liabilities:          
Postretirement benefits$17,315
 $17,493
 $17,259
$16,914
 $17,781
 $17,105
Deferred fuel and power refunds12,658
 10,621
 23,809
17,731
 36,723
 35,278
State tax benefits — distribution system repairs19,101
 18,430
 15,579
24,294
 22,611
 19,888
PAPUC temporary rates order25,098
 24,430
 
Excess federal deferred income taxes (a)303,901
 
 
276,659
 285,221
 301,151
Other4,507
 2,686
 2,021
18,828
 3,409
 7,299
Total regulatory liabilities$357,482
 $49,230
 $58,668
$379,524
 $390,175
 $380,721
(a)Balance at December 31, 2017, comprises excess federal deferred income taxes resulting from the enactment of the TCJA (see below and Note 5).

Deferred fuel and power refunds. Gas Utility’s and Electric Utility’s tariffs contain clauses that permit recovery of all prudently incurred purchased gas and power costs through the application of purchased gas cost (“PGC”)PGC rates in the case of Gas Utility and default service (“DS”)DS tariffs in the case of Electric Utility. TheThese clauses provide for periodic adjustments to PGC and DS rates for differences between the total amount of purchased gas and electric generation supply costs collected from customers and recoverable costs incurred. Net undercollected costs are classified as a regulatory asset and net overcollections are classified as a regulatory liability.

Gas Utility uses derivative instruments to reduce volatility in the cost of gas it purchases for firm- residential, commercial and industrial (“retail core-market”)core-market customers. Realized and unrealized gains or losses on natural gas derivative instruments are included in deferred fuel and power costs or refunds. Net unrealized (losses) gains on such contracts at DecemberMarch 31, 2017,2019, September 30, 2017,2018, and DecemberMarch 31, 2016,2018, were $(1,720), $146$1,047, $2,856 and $6,927,$269, respectively.

In orderPAPUC temporary rates order. On May 17, 2018, the PAPUC ordered each regulated utility currently not in a general base rate case proceeding, including UGI Gas, PNG and CPG, to reduce volatility associatedtheir rates through the establishment of a negative surcharge applied to bills rendered on or after July 1, 2018. In accordance with the terms of the temporary rates order, the initial temporary negative surcharge was reconciled at the end of Fiscal 2018 to reflect the difference in the amount of bill credit received by customers and the amount of benefits received by the Company through the fiscal year end period and updated negative surcharges were placed in effect on January 1, 2019 at rates of 4.71%, 2.87% and 6.34%, respectively, for the UGI South, UGI North and UGI Central rate districts (as described below). These negative surcharges will remain in place until the effective date of new rates established in UGI Gas’s current general base rate proceeding filed January 28, 2019.
In its May 17, 2018 Order, the PAPUC also required Pennsylvania utilities to establish a substantial portionregulatory liability for tax benefits that accrued during the period January 1, 2018 through June 30, 2018, resulting from the reduced federal tax rate. The rate treatment of this regulatory liability is addressed in UGI Gas’s base rate proceeding filed January 28, 2019 (see “Base Rate Filings” below). In its electric transmission congestion costs, Electric Utility obtains financial transmission rights (“FTRs”). FTRs are derivative instruments that entitleinitial filing, UGI Gas has proposed a 4.5% negative surcharge applicable to all customer distribution service bills to return $24,029 of tax benefits experienced by UGI Utilities over the holderperiod January 1, 2018 to receive compensationJune 30, 2018, plus applicable interest, thereby satisfying a requirement to make a proposal for electricity transmission congestion charges when there is insufficient electricity transmission capacity ondistributing those benefits within three years of the electricMay 17, 2018, Order. As

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(unaudited)
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transmission grid. Becauseproposed, the negative surcharge would become effective for a twelve-month period beginning on the effective date of the new base rates.
For Pennsylvania utilities that were in a general base rate proceeding, including Electric Utility, is entitledno negative surcharge applies. The tax benefits that accrued during the period January 1, 2018 through October 26, 2018, the date before Electric Utility’s base rate case became effective (see below), were refunded to fully recover its DS costs, realized and unrealized gains or losses on FTRs are included in deferred fuel and power costs or deferred fuel and power refunds. Unrealized gains or losses on FTRs at December 31, 2017, September 30, 2017, and December 31, 2016, were not material.Electric Utility ratepayers through a one-time bill credit.

Excess federal deferred income taxes. This regulatory liability is the result of remeasuring UGI Utilities’ federal deferred income tax liabilities on utility plant due to the enactment of the TCJA on December 22, 2017 (see Note 5)6). In order for our utility assets to continue to be eligible for accelerated tax depreciation, current law requires that these excess federal deferred income taxes resulting from the remeasurement be amortized no more rapidly than over the remaining lives of the assets that gave rise to the excess federal deferred income taxes, ranging from 1 year to approximately 65 years. This regulatory liability has been increased to reflect the tax benefit generated by the amortization of the excess deferred federal income taxes. This regulatory liability will betaxes and is being amortized and credited to tax expense.
Other Regulatory Matters

Utility Merger. On March 8, 2018 and March 13, 2018, UGI Utilities filed merger authorization requests with the PAPUC and MDPSC, respectively, to merge PNG and CPG into UGI Utilities. After receiving all necessary FERC, MDPSC, and PAPUC approvals, CPG and PNG were merged with and into UGI Utilities, effective October 1, 2018. Consistent with the MDPSC order issued July 25, 2018, and the PAPUC order issued September, 26, 2018, the former CPG, PNG and UGI Utilities, Inc. Gas Division service territories became the UGI Central, UGI North and UGI South rate districts of the UGI Utilities, Inc. Gas Division, respectively, without any ratemaking change. UGI Utilities’ obligations under the settlement approved by the PAPUC include various non-monetary conditions requiring UGI Utilities to maintain separate accounting-type schedules for limited future ratemaking purposes.

Base Rate Filings. On January 28, 2019, UGI Gas filed a request with the PAPUC to increase its operating revenues for residential, commercial and industrial customers by $71,090 annually. The requested rate increase applies to the consolidated UGI Central, UGI North and UGI South rate districts. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable natural gas service and fund new programs designed to promote and reward customers’ efforts to increase efficient use of natural gas. Additionally, UGI Gas has proposed a 4.5% negative surcharge applicable to all customer distribution service bills to return $24,029 of tax benefits experienced by UGI Utilities over the period January 1, 2018 to June 30, 2018, plus applicable interest. As proposed, the negative surcharge would become effective for a twelve-month period beginning on the effective date of the new base rates. UGI Gas requested that the new gas rates become effective March 29, 2019. The PAPUC entered an Order dated February 28, 2019, suspending the effective date for the rate increase to allow for investigation and public hearings. Unless a settlement is reached sooner, this review process is expected to last up to nine months from the date of filing. The Company cannot predict the timing or the ultimate outcome of the rate case review process.

On January 26, 2018, Electric Utility filed a rate request with the PUCPAPUC to increase its annual base distribution revenues by $9,200.$9,200, which was later reduced by the Company to $7,700 to reflect the impact of the TCJA and other adjustments. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable electric service. On October 25, 2018, the PAPUC approved a final order providing for a $3,201 annual base distribution rate increase for Electric Utility requested thateffective October 27, 2018. As part of the new electric rates become effective March 27,final order, Electric Utility provided customers with a one-time $210 billing credit associated with 2018 althoughTCJA tax benefits. On November 26, 2018, the PUC typically suspendsPennsylvania Office of Consumer Advocate filed an appeal to the effective date for general base rate proceedings to allow for investigationPennsylvania Commonwealth Court challenging the PAPUC’s acceptance of the Company’s use of a fully projected future test year and public hearings. This review process is expected to last up to nine months; however, thehandling of consolidated federal income tax benefits. The Company cannot predict the timing or the ultimate outcome of the rate case review process.this appeal.

On August 31,January 19, 2017, PNG (now the PUC approvedUGI North rate district of Gas Utility) filed a previously filedrate request with the PAPUC to increase PNG’s annual base operating revenues for residential, commercial and industrial customers by $21,700 annually. The increased revenues would be used to fund ongoing system improvements and operations necessary to maintain safe and reliable natural gas service. On June 30, 2017, all active parties supported the filing of a Joint Petition for Approval of Settlement of all issues with the PAPUC providing for an $11,250 PNG annual base distribution rate increase for PNG. Theincrease. On August 31, 2017, the PAPUC approved the Joint Petition and the increase became effective on October 20, 2017.

On October 14, 2016, the PUC approved a previously filed Joint Petition for Approval of Settlement of all issues providing for a $27,000 annual base distribution rate increase for UGI Gas. The increase became effective on October 19, 2016.

Distribution System Improvement Charge.State legislation permits gas and electric utilities in Pennsylvania to recover a distribution system improvement charge (“DSIC”) on eligible capital investments as an alternative ratemaking mechanism providing for a more-timely cost recovery of qualifying capital expenditures between base rate cases.

PNG and CPG received PUC approval on a DSIC tariff, initially set at zero, in 2014. PNG and CPG began charging a DSIC at a rate other than zero beginning on April 1, 2015 and April 1, 2016, respectively. In May 2017, the PUC issued a final Order to approve an increase of the maximum allowable DSIC to 7.5% of billed distribution revenues effective July 1, 2017, for PNG and CPG, pending reconsideration at each company’s Long-term Infrastructure Improvement Plan filing in 2018. PNG’s DSIC has been reset to zero as a result of its most recent rate case. The DSIC rate for PNG will resume upon exceeding the threshold amount of DSIC-eligible plant in service agreed upon in the settlement of its recent base rate case.

In November 2016, UGI Gas received PUC approval to establish a DSIC tariff mechanism, capped at 5% of distribution charges billed to customers, effective January 1, 2017. UGI Gas will be permitted to recover revenue under the mechanism for the amount of DSIC-eligible plant placed into service in excess of the threshold amount of DSIC-eligible plant agreed upon in the settlement of its recent base rate case.

Note 7 — Debt

On October 31, 2017, UGI Utilities entered into a $125,000 unsecured variable-rate term loan agreement (the “Term Loan”) with a group of banks which initially matures on October 30, 2018.  Such maturity will be automatically extended to October 30, 2022, after UGI Utilities receives a securities certificate from the PUC authorizing issuance of the security and upon delivery of such certificate to the agent.  Proceeds from the Term Loan were used to repay revolving credit balances and for general corporate purposes. The outstanding principal amount of the Term Loan is payable in equal quarterly installments of $1,563 with the balance of the principal being due and payable in full on the maturity date.  Under the Term Loan, UGI Utilities may borrow at various prevailing market interest rates, including LIBOR and the banks’ prime rate, plus a margin.  The margin on such borrowings ranges from 0.0% to 1.875% and is based upon the credit ratings of certain indebtedness of UGI Utilities.  The Term Loan requires UGI Utilities to not exceed a ratio of Consolidated Debt to Consolidated Total Capital, as defined. Because UGI Utilities has not yet

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(unaudited)
(Thousands of dollars, except where indicated otherwise)


receivedManor Township, Pennsylvania Natural Gas Incident Complaint. In connection with a securities certificate fromJuly 2, 2017, explosion in Manor Township, Lancaster County, Pennsylvania, that resulted in the PUC authorizingdeath of one Company employee and injuries to two Company employees and one sewer authority employee, and destroyed two residences and damaged several other homes, the extensionBIE filed a formal complaint at the PAPUC in which BIE alleged that the Company committed multiple violations of federal and state gas pipeline regulations in connection with its emergency response leading up to the maturity dateexplosion, and it requested that the PAPUC order the Company to October 30, 2022,pay approximately $2,100 in civil penalties, which is the Term Loan has been reflectedmaximum allowable fine. On November 16, 2018, the Company filed its formal written answer contesting the BIE complaint. The matter remains pending before the PAPUC. See additional discussion in “Current maturities of long-term debt” on the December 31, 2017, Condensed Consolidated Balance Sheet.Note 9.

Note 8 — Debt

On February 1, 2019, UGI Utilities issued in a private placement $150,000 of 4.55% Senior Notes due February 1, 2049. The 4.55% Senior Notes were issued pursuant to a Note Purchase Agreement dated December 21, 2018, between UGI Utilities and certain note purchasers. The 4.55% Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from the sale of the 4.55% Senior Notes were used to reduce short-term borrowings and for general corporate purposes. The 4.55% Senior Notes include the usual and customary covenants for similar type notes including, among others, maintenance of existence, payment of taxes when due, compliance with laws and maintenance of insurance. The 4.55% Senior Notes require UGI Utilities not to exceed a ratio of Consolidated Debt to Consolidated Total Capital, as defined, of 0.65 to 1.00.

Note 9 — Commitments and Contingencies

Contingencies

From the late 1800s through the mid-1900s, UGI Utilities and its current and former subsidiaries owned and operated a number of manufactured gas plants (“MGPs”)MGPs prior to the general availability of natural gas. Some constituents of coal tars and other residues of the manufactured gas process are today considered hazardous substances under the Superfund Law and may be present on the sites of former MGPs. Between 1882 and 1953, UGI Utilities owned the stock of subsidiary gas companies in Pennsylvania and elsewhere and also operated the businesses of some gas companies under agreement. By the early 1950s, UGI Utilities divested all of its utility operations other than certain Pennsylvania operations, including those which now constitute UGI GasSouth and Electric Utility. Beginning in 2006 and 2008, UGI Utilities also hasowned and operated two acquired subsidiaries (CPG and PNG), which now constitute UGI North and UGI Central, with similar histories of owning, and in some cases operating, MGPs in Pennsylvania. CPG and PNG merged into UGI Utilities effective October 1, 2018.
EachPrior to the Utility Merger, each of UGI Utilities and its subsidiaries, CPG and PNG, has entered into a consent order and agreement (“COA”)were subject to COAs with the Pennsylvania Department of Environmental Protection (“DEP”)PADEP to address the remediation of specified former MGPsMGP sites in Pennsylvania. In accordance with the COAs, as amended to recognize the Utility Merger, UGI Utilities, as the successor to CPG and PNG, are eachis required to either obtain a certain number of points per calendar year based on defined eligible environmental investigatory and/or remedial activities at the MGPs and in the case of one COA, an additional obligation to plug specific natural gas wells, or make expenditures for such activities in an amount equal to an annual environmental cost cap.cap (i.e. minimum expenditure threshold). The CPG COA includes an obligation to plug specified natural gas wells.cost cap of the three COAs, in the aggregate, is $5,350. The COA environmental costs capsthree COAs are $2,500, $1,750, and $1,100, for UGI Utilities, CPG and PNG, respectively. The COAs for UGI Utilities, CPG and PNG arecurrently scheduled to terminate at the end of 2031, 2020 and 2020. At March 31, 2019, September 30, 2018 and 2019, respectively. At DecemberMarch 31, 2017, September 30, 2017 and December 31, 2016,2018, our aggregate estimated accrued liabilities for environmental investigation and remediation costs related to the COAs for UGI Utilities, CPGtotaled $50,844, $50,970, and PNG totaled $53,409, $54,250, and $55,300,$51,941, respectively. UGI Utilities CPG and PNG havehas recorded associated regulatory assets for these costs because recovery of these costs from customers is probable (see Note 6)7).

UGI Utilities does not expect the costs for investigation and remediation of hazardous substances at Pennsylvania MGP sites to be material to its results of operations because UGI Utilities CPG and PNG receivereceives ratemaking recovery of actual environmental investigation and remediation costs associated with the sites covered by the COAs. This ratemaking recognition reconciles the accumulated difference between historical costs and rate recoveries with an estimate of future costs associated with the sites.

From time to time, UGI Utilities is notified of sites outside Pennsylvania on which private parties allege MGPs were formerly owned or operated by UGI Utilities or owned or operated by a former subsidiary. Such parties generally investigate the extent of environmental contamination or perform environmental remediation. Management believes that, under applicable law, UGI Utilities should not be liable in those instances in which a former subsidiary owned or operated an MGP. There could be, however, significant future costs of an uncertain amount associated with environmental damage caused by MGPs outside Pennsylvania that

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


UGI Utilities directly operated, or that were owned or operated by a former subsidiary of UGI Utilities if a court were to conclude that (1) the subsidiary’s separate corporate form should be disregarded, or (2) UGI Utilities should be considered to have been an operator because of its conduct with respect to its subsidiary’s MGP. At DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 2016,2018, neither the undiscounted nor the accrued liability for environmental investigation and cleanup costs for UGI Utilities’ MGP sites outside of Pennsylvania was material.

Other Matters

Manor Township, Pennsylvania Natural Gas Explosion. On July 2, 2017, an explosion occurred in Manor Township, Pennsylvania which resulted in the death of aone Company employee significantand injuries to two other Company employees and an employee of the local sewer authority, and significant property damage. The National Transportation Safety Board (“NTSB”),Company has received several claims for property damage and personal injuries related to the Occupational Safetyexplosion but no civil lawsuit has been filed to date. On the regulatory side, on February 25, 2019, the NTSB issued a Pipeline Accident Brief of its investigation into the incident, in which it concluded that the explosion resulted from gas that migrated from an incorrectly installed mechanical tapping tee connecting the Company’s distribution main and Health Administration (“OSHA”)service line to the home that exploded. In its report, the NTSB also restated its four recommendations that it issued in a June 25, 2018 preliminary report concerning the mechanical tapping tee manufacturer’s installation instructions and the PUC are investigating the Manor Township incident. The NTSB investigative team includes representatives from the Company, the PUC, the local fire department andoversight of mechanical tapping tees by the Pipeline and Hazardous Materials Safety Administration andAdministration. With the issuance of the NTSB report, the one remaining regulatory matter arising from the incident is the BIE formal complaint before the PAPUC in which the BIE alleged that the Company is cooperatingcommitted multiple violations of federal and state gas pipeline regulations in connection with the investigation. The Company continuesits emergency response leading up to provide information requested by the investigating parties.

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(unaudited)
(Thousands of dollars, except where indicated otherwise)


While the investigation into this incident is still underway and the cause of the explosion has not been determined, the Company has received claims as a result of the explosion and may become involvedrequested that the PAPUC order the Company to pay approximately $2,100 in lawsuits relative tocivil penalties, which is the incident. maximum allowable fine. On November 16, 2018, the Company filed its formal written answer contesting the BIE complaint.
The Company maintains workers’ compensation insurance and liability insurance for personal injury, property and casualty damages and believesanticipates that third-party claims associated with the explosion, in excess of the Company’s deductible, are expected towill be recovered through the Company’s insurance. Although the Company cannot predict the result of these pending or future claims, we believe that claims and expenses associated with the explosion will not have a material impact on our consolidated financial statements.
In addition to the matters described above, there are other pending claims and legal actions arising in the normal course of our businesses. Although we cannot predict the final results of these pending claims and legal actions, we believe, after consultation with counsel, that the final outcome of these matters will not have a material effect on our consolidated financial statements.

Note 910 — Defined Benefit Pension and Other Postretirement Plans

We sponsor a defined benefit pension plan for employees hired prior to January 1, 2009, of UGI, UGI Utilities, PNG, CPG and certain of UGI’s other domestic wholly owned subsidiaries (“Pension Plan”).subsidiaries. Pension Plan benefits are based on years of service, age and employee compensation. We also provide limited postretirement health care benefits to certain retirees and postretirement life insurance benefits to nearly allcertain active and retired employees (“Other Postretirement Plans”).employees.


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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Net periodic pension expense and other postretirement benefit costs include the following components:
 Pension Benefits Other Postretirement Benefits Pension Benefits Other Postretirement Benefits
Three Months Ended December 31, 2017 2016 2017 2016
Three Months Ended March 31, 2019 2018 2019 2018
Service cost $1,881
 $2,023
 $67
 $61
 $1,638
 $1,881
 $32
 $67
Interest cost 5,767
 5,539
 112
 108
 6,051
 5,767
 109
 112
Expected return on assets (7,777) (7,497) (177) (164) (8,140) (7,777) (184) (177)
Amortization of:                
Prior service cost (benefit) 63
 81
 (110) (160) 62
 63
 (109) (110)
Actuarial loss 2,984
 3,707
 24
 28
 1,721
 2,984
 17
 24
Net benefit cost (benefit) 2,918
 3,853
 (84) (127) 1,332
 2,918
 (135) (84)
Change in associated regulatory liabilities 
 
 (123) (122) 
 
 (342) (123)
Net benefit cost (benefit) after change in regulatory liabilities $2,918
 $3,853
 $(207) $(249) $1,332
 $2,918
 $(477) $(207)
        
 Pension Benefits Other Postretirement Benefits
Six Months Ended March 31, 2019 2018 2019 2018
Service cost $3,275
 $3,762
 $63
 $134
Interest cost 12,101
 11,534
 218
 224
Expected return on assets (16,280) (15,554) (369) (354)
Amortization of:        
Prior service cost (benefit) 125
 126
 (218) (220)
Actuarial loss 3,441
 5,968
 34
 48
Net benefit cost (benefit) 2,662
 5,836
 (272) (168)
Change in associated regulatory liabilities 
 
 (685) (246)
Net benefit cost (benefit) after change in regulatory liabilities $2,662
 $5,836
 $(957) $(414)

Pension Plan assets are held in trust and consist principally of publicly traded, diversified equity and fixed income mutual funds and, to a much lesser extent, UGI Corporation Common Stock. It is our general policy to fund amounts for Pension Plan benefits equal to at least the minimum contribution required by ERISA. From time to time we may, at our discretion, contribute additional amounts. During the threesix months ended DecemberMarch 31, 20172019 and 2016,2018, the Company made cash contributions to the Pension Plan of $3,359$5,000 and $2,8496,720, respectively. The Company expects to make additional discretionary cash contributions of approximately $10,0776,500 to the Pension Plan during the remainder of Fiscal 2018.2019.

UGI Utilities has established a Voluntary Employees’ Beneficiary Association (“VEBA”)VEBA trust to pay retiree health care and life insurance benefits by depositing into the VEBA the annual amount of postretirement benefits costs, if any. The difference between such amountcash deposits or expense recorded and the amounts included in UGI Gas’ and Electric Utility’s rates, if any, is deferred for future recovery from, or refund to, ratepayers. There were no required contributions to the VEBA during the threesix months ended DecemberMarch 31, 20172019 and 2016.2018.

We also participate in an unfunded and non-qualified defined benefit supplemental executive retirement plan. Net benefit costs associated with this plan for all periods presented were not material.


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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Note 1011 — Fair Value Measurements

Derivative Instruments

The following table presents, on a gross basis, our derivative assets and liabilities, including both current and noncurrent portions, that are measured at fair value on a recurring basis within the fair value hierarchy, as of December 31, 2017, September 30, 2017 and December 31, 2016:hierarchy:
Asset (Liability)Asset (Liability)
Level 1 Level 2 Level 3 TotalLevel 1 Level 2 Level 3 Total
December 31, 2017:       
March 31, 2019:       
Assets:              
Commodity contracts$678
 $19
 $
 $697
$1,258
 $
 $
 $1,258
Liabilities:              
Commodity contracts$(2,151) $(112) $
 $(2,263)$(251) $
 $
 $(251)
September 30, 2017:       
Interest rate contracts$
 $(2,528) $
 $(2,528)
September 30, 2018:       
Assets:       
Commodity contracts$3,154
 $
 $
 $3,154
Interest rate contracts$
 $30
 $
 $30
Liabilities:       
Commodity contracts$(146) $
 $
 $(146)
March 31, 2018:       
Assets:              
Commodity contracts$1,735
 $72
 $
 $1,807
$1,042
 $9
 $
 $1,051
Liabilities:              
Commodity contracts$(1,447) $(73) $
 $(1,520)$(582) $(7) $
 $(589)
December 31, 2016:       
Assets:       
Commodity contracts$7,077
 $
 $
 $7,077
Liabilities:       
Commodity contracts$
 $(295) $
 $(295)

The fair values of our Level 1 exchange-traded commodity futures and option derivative contracts are based upon actively-quoted market prices for identical assets and liabilities. The fair values of the remainder of our derivative financial instruments, which are designated as Level 2, are generally based upon recent market transactions and related market indicators. There were no transfers between Level 1 and Level 2 during the periods presented.

Other Financial Instruments

The carrying amounts of other financial instruments included in current assets and current liabilities (except for current maturities of long-term debt) approximate their fair values because of their short-term nature. We estimate the fair value of long-term debt by using current market rates and by discounting future cash flows using rates available for similar types oftype debt (Level 2). The carrying amount and estimated fair value of our long-term debt (including current maturities but excluding unamortized debt issuance costs) at DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 20162018 were as follows:
December 31, 2017 September 30, 2017 December 31, 2016March 31, 2019 September 30, 2018 March 31, 2018
Carrying amount$860,000
 $755,000
 $775,000
$988,080
 $842,130
 $838,437
Estimated fair value$909,283
 $791,378
 $800,504
$1,005,920
 $826,470
 $871,853

Note 1112 — Derivative Instruments and Hedging Activities

We are exposed to certain market risks related to our ongoing business operations. Management uses derivative financial and commodity instruments, among other things, to manage these risks. The primary risks managed by derivative instruments are (1) commodity price risk and (2) interest rate risk. Although we use derivative financial and commodity instruments to reduce

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Notes to Condensed Consolidated Financial Statements
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market risk associated with forecasted transactions, we do not use derivative financial and commodity instruments for speculative or trading purposes. The use of derivative instruments is controlled by our risk management and credit policies which govern,

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


among other things, the derivative instruments we can use, counterparty credit limits and contract authorization limits. Because most of our commodity derivative instruments are generally subject to regulatory ratemaking mechanisms, we have limited commodity price risk associated with our Gas Utility or Electric Utility operations. For more information on the accounting for our derivative instruments, see Note 2.

Commodity Price Risk

Gas Utility’s tariffs contain clauses that permit recovery of all of the prudently incurred costs of natural gas it sells to retail core-market customers, including the cost of financial instruments used to hedge purchased gas costs. As permitted and agreed to by the PUCPAPUC pursuant to Gas Utility’s annual PGC filings, Gas Utility currently uses New York Mercantile Exchange (“NYMEX”)NYMEX natural gas futures and option contracts to reduce commodity price volatility associated with a portion of the natural gas it purchases for its retail core-market customers. At DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 2016,2018, the volumes of natural gas associated with Gas Utility’s unsettled NYMEX natural gas futures and option contracts totaled 13.411.6 million dekatherms, 14.823.2 million dekatherms and 11.712.7 million dekatherms, respectively. At DecemberMarch 31, 2017,2019, the maximum period over which Gas Utility is economically hedging natural gas market price risk is 912 months. Gains and losses on Gas Utility natural gas futures contracts and natural gas option contracts are recorded in regulatory assets or liabilities on the condensed consolidated balance sheetsCondensed Consolidated Balance Sheets because it is probable such gains or losses will be recoverable from, or refundable to, customers through the PGC recovery mechanism (see Note 6)7).

Electric Utility’s DS tariffs permit the recovery of all prudently incurred costs of electricity it sells to DS customers, including the cost of financial instruments used to hedge electricity costs. Electric Utility enters into forward electricity purchase contracts to meet a substantial portion of its electricity supply needs. At DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 2016,2018, all Electric Utility forward electricity purchase contracts were subject to the NPNS exception.

In order to reduce volatility associated with a substantial portion of its electricity transmission congestion costs, Electric Utility obtains FTRs through an annual allocation process. Gains and losses on Electric Utility FTRs are recorded in regulatory assets or liabilities on the condensed consolidated balance sheets because it is probable such gains or losses will be recoverable from, or refundable to, customers through the DS mechanism (see Note 6). At December 31, 2017, September 30, 2017 and December 31, 2016, the total volumes associated with FTRs totaled 63.1 million kilowatt hours, 101.2 million kilowatt hours and 36.2 million kilowatt hours, respectively. At December 31, 2017, the maximum period over which we are economically hedging electricity congestion is 5 months.

In order to reduce operating expense volatility, UGI Utilities from time to time enters into NYMEX gasoline futures contracts for a portion of gasoline volumes expected to be used in the operation of its vehicles and equipment. At DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 2016,2018, the total volumes associated with gasoline futures contracts were not material.

Interest Rate Risk

UGI Utilities has a variable-rate term loan that is indexed to short-term market interest rates. UGI Utilities has entered into a forward starting, amortizing, pay-fixed, receive-variable interest rate swap that generally fixes the underlying prevailing market interest rates on borrowings at 3.00% beginning September 30, 2019 through July 2022. We have designated this forward-starting interest rate swap as a cash flow hedge. The initial notional amount of term loan debt subject to this interest rate swap agreement is $114,063.

Our long-term debt typically is issued at fixed rates of interest. As these long-term debt issuesissuances mature, we typically refinance such debt with new debt having interest rates reflecting then-current market conditions. In order to reduce market rate risk on the underlying benchmark rate of interest associated with near- to medium-term forecasted issuances of fixed-rate debt, from time to time we enter into interest rate protection agreements (“IRPAs”).IRPAs. We account for IRPAs as cash flow hedges.

As of DecemberMarch 31, 2017,2019, September 30, 20172018 and DecemberMarch 31, 2016,2018, we had no unsettled IRPAs. At DecemberMarch 31, 2017,2019, the amount of net losses associated with IRPAsinterest rate hedges (excluding pay-fixed, receive-variable interest rate swaps) expected to be reclassified into earnings during the next twelve months is $3,485.

Derivative Instrument Credit Risk

Our commodity exchange-traded futures contracts generally require cash deposits in margin accounts. At DecemberMarch 31, 2017 and2019, September 30, 2017,2018 and March 31, 2018, restricted cash in brokerage accounts totaled $3,665$837, $1,190 and $3,046,$1,572, respectively. At December 31, 2016, there were no such amounts.

Offsetting Derivative Assets and Liabilities

Derivative assets and liabilities are presented net by counterparty on the condensed consolidated balance sheets if the right of offset exists. Our derivative instruments include both those that are executed on an exchange through brokers and centrally cleared

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Offsetting Derivative Assets and Liabilities

Derivative assets and liabilities are presented net by counterparty on the Condensed Consolidated Balance Sheets if the right of offset exists. Our derivative instruments include both those that are executed on an exchange through brokers and centrally cleared and over-the-counter transactions. Exchange contracts utilize a financial intermediary, exchange or clearinghouse to enter, execute or clear the transactions. Over-the-counter contracts are bilateral contracts that are transacted directly with a third party. Certain over-the-counter and exchange contracts contain contractual rights of offset through master netting arrangements, derivative clearing agreements and contract default provisions. In addition, the contracts are subject to conditional rights of offset through counterparty nonperformance, insolvency or other conditions.

In general, most of our over-the-counter transactions and all exchange contracts are subject to collateral requirements. Types of collateral generally include cash or letters of credit. Cash collateral paid by us to our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative liabilities. Cash collateral received by us from our over-the-counter derivative counterparties, if any, is reflected in the table below to offset derivative assets. Certain other accounts receivable and accounts payable balances recognized on the condensed consolidated balance sheetsCondensed Consolidated Balance Sheets with our derivative counterparties are not included in the table below but could reduce our net exposure to such counterparties because such balances are subject to master netting or similar arrangements.

Fair Value of Derivative Instruments

The following table presents the Company’s derivative assets and liabilities, as well as the effects of offsetting, as of December 31, 2017, September 30, 2017 and December 31, 2016:offsetting:
 December 31, 2017 September 30, 2017 December 31, 2016 March 31, 2019 September 30, 2018 March 31, 2018
Derivative assets:            
Derivatives designated as hedging instruments:      
Interest rate contracts $
 $30
 $
Derivatives subject to PGC and DS mechanisms:            
Commodity contracts $450
 $1,665
 $6,926
 1,258
 3,002
 860
Derivatives not subject to PGC and DS mechanisms:      
Derivatives not designated as hedging instruments:      
Commodity contracts 247
 142
 151
 
 152
 191
Total derivative assets — gross 697
 1,807
 7,077
 1,258
 3,184
 1,051
Gross amounts offset in the balance sheet (19) (450) 
 (211) (146) (37)
Total derivative assets — net (a) $678
 $1,357
 $7,077
 $1,047
 $3,038
 $1,014
            
Derivative liabilities:            
Derivatives designated as hedging instruments:      
Interest rate contracts $(2,528) $
 $
Derivatives subject to PGC and DS mechanisms:  
    
  
    
Commodity contracts (211) (146) (589)
Derivatives not designated as hedging instruments:  
    
Commodity contracts $(2,263) $(1,520) $(295) (40) 
 
Total derivative liabilities — gross (2,263) (1,520) (295) (2,779) (146) (589)
Gross amounts offset in the balance sheet 19
 450
 
 211
 146
 37
Total derivative liabilities — net (a) $(2,244) $(1,070) $(295) $(2,568) $
 $(552)
(a)
Derivative assets and liabilities with maturities greater than one year are recorded in “Other assets” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets. Derivative liabilities with maturities less than one year are recorded in “Other current liabilities” on the Condensed Consolidated Balance Sheets.


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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


EffectEffects of Derivative Instruments

The following table provides information on the effects of derivative instruments not subject to ratemaking mechanisms on the condensed consolidated statementsCondensed Consolidated Statements of incomeIncome and changes in AOCI for the three and six months ended DecemberMarch 31, 20172019 and 2016:2018:
 Loss Reclassified from AOCI into Income Location of Loss Reclassified from AOCI into Income Loss Recognized in AOCI Loss Reclassified from AOCI into Income Location of Loss Reclassified from AOCI into Income
Three Months Ended December 31, 2017 2016 
Three Months Ended March 31, 2019 2018 2019 2018 Location of Loss Reclassified from AOCI into Income
Cash Flow Hedges:                 
Interest rate contracts $(871) $(846) Interest expense $(873) $
 $(870) $(872) Interest expense
               
 Gain Recognized in Income Location of Gain Recognized in Income Gain Recognized in Income Location of Gain Recognized in Income  
Three Months Ended December 31, 2017 2016    
Three Months Ended March 31, 2019 2018      
Derivatives Not Subject to PGC and DS Mechanisms:               
Gasoline contracts $149
 $130
 Operating and administrative expenses
Commodity contracts $129
 $12
 Operating and administrative expenses  
          
 Loss Recognized in AOCI Loss Reclassified from AOCI into Income Location of Loss Reclassified from AOCI into Income
Six Months Ended March 31, 2019 2018 2019 2018 
Cash Flow Hedges:            
Interest rate contracts $(2,558) $
 $(1,742) $(1,743) Interest expense
          
 (Loss) Gain Recognized in Income Location of (Loss) Gain Recognized in Income  
Six Months Ended March 31, 2019 2018      
Derivatives Not Subject to PGC and DS Mechanisms:          
Commodity contracts $(267) $161
 Operating and administrative expenses  

The amounts of derivative gains and losses on cash flow hedges representing ineffectiveness were not material for all periods presented.

We are also a party to a number of other contracts that have elements of a derivative instrument. These contracts include, among others, binding purchase orders, contracts which provide for the purchase and delivery of natural gas and electricity, and service contracts that require the counterparty to provide commodity storage, transportation or capacity service to meet our normal sales commitments. Although many of these contracts have the requisite elements of a derivative instrument, these contracts qualify for NPNS exception accounting because they provide for the delivery of products or services in quantities that are expected to be used in the normal course of operating our business and the price in the contract is based on an underlying that is directly associated with the price of the product or service being purchased or sold.

Note 12 — Accumulated Other Comprehensive Income

The tables below present changes in AOCI, net of tax, during the three months ended December 31, 2017 and 2016:
Three Months Ended December 31, 2017 Postretirement Benefit Plans Derivative Instruments Total
AOCI — September 30, 2017 $(8,995) $(17,796) $(26,791)
Reclassifications of benefit plans actuarial losses and net prior service credits 220
 
 220
Reclassifications of net losses on IRPAs 
 592
 592
AOCI — December 31, 2017 $(8,775) $(17,204) $(25,979)
       
Three Months Ended December 31, 2016 Postretirement Benefit Plans Derivative Instruments Total
AOCI — September 30, 2016 $(11,834) $(19,784) $(31,618)
Reclassifications of benefit plans actuarial losses and net prior service credits 239
 
 239
Reclassifications of net losses on IRPAs 
 495
 495
AOCI — December 31, 2016 $(11,595) $(19,289) $(30,884)


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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


Note 13 — Accumulated Other Comprehensive Income

The tables below present changes in AOCI, net of tax, during the three and six months ended March 31, 2019 and 2018:
Three Months Ended March 31, 2019 Postretirement Benefit Plans Derivative Instruments Total
AOCI — December 31, 2018 $(6,500) $(19,726) $(26,226)
Net losses on interest rate contract 
 (621) (621)
Reclassifications of benefit plan actuarial losses and net prior service benefits 133
 
 133
Reclassifications of net losses on IRPAs 
 619
 619
AOCI — March 31, 2019 $(6,367) $(19,728) $(26,095)
       
Three Months Ended March 31, 2018 Postretirement Benefit Plans Derivative Instruments Total
AOCI — December 31, 2017 $(8,775) $(17,204) $(25,979)
Reclassifications of benefit plan actuarial losses and net prior service benefits 220
 
 220
Reclassifications of net losses on IRPAs 
 592
 592
AOCI — March 31, 2018 $(8,555) $(16,612) $(25,167)
Six Months Ended March 31, 2019 Postretirement Benefit Plans Derivative Instruments Total
AOCI — September 30, 2018 $(4,920) $(15,409) $(20,329)
Net losses on interest rate contract 
 (1,819) (1,819)
Reclassifications of benefit plan actuarial losses and net prior service benefits 265
 
 265
Reclassifications of net losses on IRPAs 
 1,239
 1,239
Reclassification of stranded income tax effects related to TCJA (1,712) (3,739) (5,451)
AOCI — March 31, 2019 $(6,367) $(19,728) $(26,095)
       
Six Months Ended March 31, 2018 Postretirement Benefit Plans Derivative Instruments Total
AOCI — September 30, 2017 $(8,995) $(17,796) $(26,791)
Reclassifications of benefit plan actuarial losses and net prior service benefits 440
 
 440
Reclassifications of net losses on IRPAs 
 1,184
 1,184
AOCI — March 31, 2018 $(8,555) $(16,612) $(25,167)

Note 14 — Related Party Transactions

UGI provides certain financial and administrative services to UGI Utilities. UGI bills UGI Utilities monthly for all direct expenses incurred by UGI on behalf of UGI Utilities and an allocated share of indirect corporate expenses incurred or paid with respect to services provided to UGI Utilities. The allocation of indirect UGI corporate expenses to UGI Utilities utilizes a weighted, three-component formula comprising revenues, operating expenses and net assets employed and considers UGI Utilities’ relative percentage of such items to the total of such items for all UGI operating subsidiaries for which general and administrative services are provided. Management believes that this allocation method is reasonable and equitable to UGI Utilities and this allocation method has been accepted by the PUCPAPUC in past rate case proceedings and management audits as a reasonable method of allocating such expenses. UGI Utilities also engages in other services with various other affiliates pursuant to arrangements authorized by the PAPUC using similar allocation or market-based pricing methods. These billed expenses are classified as “Operating and administrative expenses — related parties” in the Condensed Consolidated Statements of Income. In addition, UGI Utilities provides limited administrative services to UGI and certain of UGI’s subsidiaries under PUCPAPUC affiliated interest agreements. Amounts billed to these entities by UGI Utilities totaled $1,046$1,510 and $1,169$1,359 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and $2,692 and $2,405 during the six months ended March 31, 2019 and 2018, respectively.

From time
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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to time, Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)



UGI Utilities is a party to SCAAs with Energy Services which have terms of up to three years. At March 31, 2019, UGI Utilities was a party to four SCAAs with Energy Services, and, during the periods covered by the financial statements, was a party to other SCAAs with Energy Services. Under the SCAAs, UGI Utilities has, among other things, released certain storage and transportation contracts (subject to recall for operational purposes) to Energy Services for the terms of the SCAAs. UGI Utilities also transferred certain associated storage inventories upon the commencement of the SCAAs, receives a transfer of storage inventories at the end of the SCAAs, and makes payments associated with refilling storage inventories during the term of the SCAAs. UGI Utilities incurred costs associated with Energy Services’ SCAAs totaling $3,101$168 and $2,294$179 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and $3,269 and $3,280 during the six months ended March 31, 2019 and 2018, respectively. Energy Services, in turn, provides a firm delivery service and makes certain payments to UGI Utilities for its various obligations under the SCAAs. These payments totaled $718$776 and $564$708 during the three months ended DecemberMarch 31, 20172019 and 2016,2018, respectively, and $1,519 and $1,426 during the six months ended March 31, 2019 and 2018, respectively. In conjunction with the SCAAs, UGI Utilities received security deposits from Energy Services. The amounts of such security deposits, which are included in “Other current liabilities” on the Condensed Consolidated Balance Sheets, at DecemberMarch 31, 2017,2019 was $9,040 and at September 30, 20172018 and DecemberMarch 31, 2016, were $11,040, $11,040, and $11,000, respectively.2018, was $11,040.

UGI Utilities reflects the historical cost of the gas storage inventories and any exchange receivable from Energy Services (representing amounts of natural gas inventories used but not yet replenished by Energy Services) in “Inventories” on the Condensed Consolidated Balance Sheets. TheAt March 31, 2019, September 30, 2018 and March 31, 2018, the carrying values of these gas storage inventories, at December 31, 2017, September 30, 2017 and December 31, 2016, comprising approximately 6.10.8 bcf, 6.86.7 bcf and 5.90.9 bcf of natural gas, were $17,043, $19,323$2,075, $17,701 and $12,851,$2,532, respectively.

UGI Utilities has gas supply and delivery service agreements with Energy Services pursuant to which Energy Services provides certain gas supply and related delivery service to Gas Utility primarily during the heating-season months of November through March. The aggregate amount of these transactions (exclusive of transactions pursuant to the SCAAs) during the three months ended DecemberMarch 31, 20172019 and 20162018 totaled $34,588$54,120 and $30,510,$47,366, respectively, and during the six months ended March 31, 2019 and 2018 totaled $90,357 and $81,954, respectively.

From time to time, UGI Utilities sells natural gas or pipeline capacity to Energy Services. During the three months ended DecemberMarch 31, 20172019 and 2016,2018, revenues associated with such sales to Energy Services totaled $21,147$24,564 and $10,972,$61,245, respectively. During the six months ended March 31, 2019 and 2018, revenues associated with such sales to Energy Services totaled $47,426 and $82,392, respectively. Also from time to time, UGI Utilities purchases natural gas and pipeline capacity and electricity from Energy Services (in addition to those transactions already described above) and purchases a firm storage service from UGI Storage Company, a subsidiary of Energy Services, under one-year agreements. During the three months ended DecemberMarch 31, 20172019 and 2016,2018, such purchases totaled $37,597$46,295 and $22,023,$83,429, respectively. During the six months ended March 31, 2019 and 2018, such purchases totaled $90,677 and $121,026, respectively.

Note 1415 — Segment Information
We have determined that we have two reportable segments: (1) Gas Utility and (2) Electric Utility. Gas Utility revenues are derived principally from the sale and distribution of natural gas to customers in eastern and central Pennsylvania. Electric Utility derives its revenues principally from the sale and distribution of electricity in two northeastern Pennsylvania counties.
The accounting policies of our reportable segments are the same as those described in Note 2 of the Company’s 20172018 Annual Report. We evaluateOur Chief Operating Decision Maker evaluates the performance of our Gas Utility and Electric Utility segments principally based upon their income before income taxes. Financial information by business segment follows:

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


    Reportable Segments
Three Months Ended March 31, 2019 Total Gas Utility Electric Utility
Revenues $429,592
 $401,415
 $28,177
Cost of sales $217,976
 $202,164
 $15,812
Depreciation $22,341
 $20,902
 $1,439
Operating income $119,866
 $116,580
 $3,286
Pension and other postretirement plans non-service income $395
 $346
 $49
Interest expense $(12,231) $(11,622) $(609)
Income before income taxes $108,030
 $105,304
 $2,726
Capital expenditures (including the effects of accruals) $70,799
 $66,766
 $4,033
    Reportable Segments
Three Months Ended March 31, 2018 Total Gas Utility Electric Utility
Revenues $483,261
 $455,973
 $27,288
Cost of sales $257,302
 $241,031
 $16,271
Depreciation $21,158
 $19,776
 $1,382
Operating income (a) $135,771
 $134,738
 $1,033
Pension and other postretirement plans non-service expense (a) $(644) $(563) $(81)
Interest expense $(11,091) $(10,866) $(225)
Income before income taxes $124,036
 $123,309
 $727
Capital expenditures (including the effects of accruals) $55,089
 $51,363
 $3,726
Financial information by business segment follows:
   Reportable Segments   Reportable Segments
Three Months Ended December 31, 2017 Total Gas Utility Electric Utility
Six Months Ended March 31, 2019 Total Gas Utility Electric Utility
Revenues $323,105
 $299,965
 $23,140
 $752,317
 $698,557
 $53,760
Cost of sales — gas, fuel and purchased power $151,774
 $138,858
 $12,916
Depreciation and amortization $20,354
 $19,000
 $1,354
Cost of sales $377,495
 $347,284
 $30,211
Depreciation $44,815
 $41,942
 $2,873
Operating income $96,295
 $93,681
 $2,614
 $196,940
 $190,164
 $6,776
Pension and other postretirement plans non-service income $807
 $707
 $100
Interest expense $10,939
 $10,526
 $413
 $(23,969) $(22,840) $(1,129)
Income before income taxes $85,356
 $83,155
 $2,201
 $173,778
 $168,031
 $5,747
Capital expenditures (including the effects of accruals) $71,699
 $68,842
 $2,857
 $148,118
 $141,840
 $6,278
            
As of December 31, 2017      
As of March 31, 2019      
Total assets $3,174,693
 $3,038,250
 $136,443
 $3,438,437
 $3,252,092
 $186,345
Goodwill $182,145
 $182,145
 $
 $182,145
 $182,145
 $

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UGI UTILITIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Thousands of dollars, except where indicated otherwise)


   Reportable Segments   Reportable Segments
Three Months Ended December 31, 2016 Total Gas Utility Electric Utility
Six Months Ended March 31, 2018 Total Gas Utility Electric Utility
Revenues $261,413
 $237,100
 $24,313
 $806,366
 $755,938
 $50,428
Cost of sales ��� gas, fuel and purchased power $109,471
 $95,567
 $13,904
Depreciation and amortization $17,391
 $16,155
 $1,236
Cost of sales $409,076
 $379,889
 $29,187
Depreciation $41,512
 $38,776
 $2,736
Operating income(a) $82,236
 $78,967
 $3,269
 $232,641
 $228,923
 $3,718
Pension and other postretirement plans non-service expense (a) $(1,219) $(1,067) $(152)
Interest expense $10,028
 $9,583
 $445
 $(22,030) $(21,392) $(638)
Income before income taxes $72,208
 $69,384
 $2,824
 $209,392
 $206,464
 $2,928
Capital expenditures (including the effects of accruals) $64,096
 $61,742
 $2,354
 $126,788
 $120,205
 $6,583
            
As of December 31, 2016      
As of March 31, 2018      
Total assets $2,898,523
 $2,736,908
 $161,615
 $3,204,045
 $3,033,352
 $170,693
Goodwill $182,145
 $182,145
 $
 $182,145
 $182,145
 $

(a) Amounts reflect the reclassification of non-service income (expense) associated with our pension and other postretirement plans from “Operating and administrative expenses” to “Pension and other postretirement plans non-service income (expense)” on the Condensed Consolidated Statements of Income as a result of the adoption of ASU No. 2017-07 (see Note 3).

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UGI UTILITIES, INC. AND SUBSIDIARIES


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Information contained in this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost always vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the following important factors that could affect our future results and could cause those results to differ materially from those expressed in our forward-looking statements: (1) adverse weather conditions resulting in reduced demand; (2) price volatility and availability of oil, electricity and natural gas and the capacity to transport them to market areas; (3) changes in laws and regulations, including safety, tax, consumer protection, environmental, and accounting matters; (4) inability to timely recover costs through utility rate proceedings; (5) the impact of pending and future legal proceedings; (6) competitive pressures from the same and alternative energy sources; (7) liability for environmental claims; (8) customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (9) adverse labor relations; (10) customer, counterparty, supplier, or vendor defaults; (11) increased uncollectible accounts expense; (12) liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, terrorism, and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the United States; (15) capital market conditions, including reduced access to capital markets and interest rate fluctuations; (16) changes in commodity market prices resulting in significantly higher cash collateral requirements; (17) the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber attack; and (18) continued analysiscontinuous enactment of recent tax legislation.
These factors, and those factors set forth in Item 1A. Risk Factors in the Company’s 20172018 Annual Report, are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.


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UGI UTILITIES, INC. AND SUBSIDIARIES


ANALYSIS OF RESULTS OF OPERATIONS

The following analyses compare our results of operations for the three months ended December 31, 2017 (“20172019 three-month period”)period with the three months ended December 31, 2016 (“20162018 three-month period”).period and the 2019 six-month period with the 2018 six-month period. Our analyses of results of operations should be read in conjunction with the segment information included in Note 1415 to the condensed consolidated financial statements.Condensed Consolidated Financial Statements.

As further discussed below and in Note 5Notes 6 and 7 to condensed consolidated financial statements,the Condensed Consolidated Financial Statements, our condensed consolidated balance sheet at December 31, 20172019 and our net income for the2018 three months ended December 31, 2017,and six-month period results were significantly affectedimpacted by the December 22, 2017 enactment of the Tax CutsTCJA. With respect to our 2019 three and Jobs Act (the “TCJA”).six-month results, actions taken by the PAPUC to address the effects of the TCJA on rates we charge our customers also significantly impacted our results. The significant income tax changes resulting from the TCJA includes significant changes tothat most impacted UGI Utilities include a reduction in the U.S. Corporatefederal income tax system including a U.S. federal corporate income tax rate reduction from 35% to 21% effective January 1, 2018.2018 (resulting in a blended rate of 24.5% for Fiscal 2018) and the elimination of bonus depreciation on regulated utility property beginning in Fiscal 2019. Our Fiscal 2019 U.S. federal income tax rate is 21%.

We recorded net income for the 2019 three-month period of $82.9 million compared to net income for the 2018 three-month period of $89.2 million. We recorded net income for the 2019 six-month period of $132.7 million compared to net income for the 2018 six-month period of $157.5 million.
The decreases in the 2019 three and six-month period results compared with the prior-year periods are the result of reflecting the credit to customers for tax savings resulting from the TCJA in accordance with the PAPUC’s May 17, 2018 Order. Substantially all of the credit to customers of tax savings resulting from the TCJA that accrued beginning January 1, 2018 through March 31, 2018 of approximately $14.9 million was recorded during the three months ended June 30, 2018. Accordingly, net income for the prior-year periods was not reduced by the previously mentioned $14.9 million credit to customers for tax savings resulting from the TCJA.
20172019 three-month period compared with the 20162018 three-month period
Three Months Ended December 31, 2017 2016 Increase (Decrease)
Three Months Ended March 31, 2019 2018 Increase (Decrease)
(Dollars in millions)                
Gas Utility:                
Revenues $300.0
 $237.1
 $62.9
 26.5 %
Total margin (a) $161.1
 $141.5
 $19.6
 13.9 %
Revenues (a) $401.4
 $456.0
 $(54.6) (12.0)%
Total margin (a)(b) $199.2
 $215.0
 $(15.8) (7.3)%
Operating and administrative expenses $48.4
 $46.3
 $2.1
 4.5 % $61.6
 $61.7
 $(0.1) (0.2)%
Operating income $93.7
 $79.0
 $14.7
 18.6 % $116.6
 $134.7
 $(18.1) (13.4)%
Income before income taxes $83.2
 $69.4
 $13.8
 19.9 % $105.3
 $123.3
 $(18.0) (14.6)%
System throughput — billions of cubic feet (“bcf”)        
System throughput — bcf        
Core market 25.5
 23.0
 2.5
 10.9 % 40.2
 38.9
 1.3
 3.3 %
Total 69.2
 66.2
 3.0
 4.5 % 96.6
 87.3
 9.3
 10.7 %
Heating degree days — % (warmer) than normal (b)(c) (1.9)% (6.3)% 
 
 (0.8)% (2.2)% 
 
Electric Utility:                
Revenues $23.1
 $24.3
 $(1.2) (4.9)% $28.2
 $27.3
 $0.9
 3.3 %
Total margin (a) $8.9
 $9.1
 $(0.2) (2.2)%
Operating and administrative expenses $6.3
 $6.0
 $0.3
 5.0 %
Total margin (b) $11.0
 $9.6
 $1.4
 14.6 %
Operating and administrative expenses (b) $6.1
 $7.2
 $(1.1) (15.3)%
Operating income $2.6
 $3.3
 $(0.7) (21.2)% $3.3
 $1.0
 $2.3
 230.0 %
Income before income taxes $2.2
 $2.8
 $(0.6) (21.4)% $2.7
 $0.7
 $2.0
 285.7 %
Distribution sales — millions of kilowatt-hours (“gwh”) 246.6
 240.6
 6.0
 2.5 %
Distribution sales — gwh 279.2
 278.7
 0.5
 0.2 %
(a)In accordance with the PAPUC Order issued May 17, 2018, Gas Utility’s revenues and total margin for the three months ended March 31, 2019, were reduced by $22.7 million to reflect the credit to customers of tax savings of the TCJA. Substantially all of the credits to customers associated with tax savings for the 2018 three-month period were recorded during the three months ended June 30, 2018. See Notes 6 and 7 to Condensed Consolidated Financial Statements.
(b)Gas Utility’s total margin represents total revenues less total cost of sales. Electric Utility’s total margin represents total revenues less total cost of sales and revenue-related taxes, i.e. Electric Utility gross receipts taxes, of $1.3$1.4 million during each of the three months ended DecemberMarch 31, 20172019 and 2016, respectively.2018. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income.

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“Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from Electric Utility operating expenses presented above).
(b)(c)Deviation from average heating degree days for the 15-year period 2000-2014 based upon weather statistics provided by National Oceanic and Atmospheric AdministrationNOAA for airports located within Gas Utility’s service territory.

Temperatures in Gas Utility’s service territory during the three months ended DecemberMarch 31, 2017,2019, were 1.9%slightly warmer than normal but 6.0%and 1.4% colder than during the three months ended DecemberMarch 31, 2016.2018. Gas Utility core market volumes increased 2.51.3 bcf (10.9%(3.3%) principally reflecting the effects of the colder 2017 three-month period weather and growth in the number of core market customers.customers and the slightly colder temperatures. Total Gas Utility distribution system throughput increased 3.09.3 bcf principally reflecting the higher core market volumes and slightly higher large firm delivery service volumes. These increases werevolumes (10.1 bcf) and the previously mentioned higher core market volumes partially offset by lowera decrease in interruptible delivery service volumes. Electric Utility kilowatt-hour sales were 2.5%slightly higher than the prior-year period principally reflecting the impact of the colder weather on Electric Utility heating-related sales.
UGI Utilities revenues increased $61.7decreased $53.7 million in the three months ended March 31, 2019, reflecting a $62.9$54.6 million increasedecrease in Gas Utility revenues partially offset by slightly lowera $0.9 million increase in Electric Utility revenues. The higherIn accordance with the May 17, 2018, PAPUC Order, during the three months ended March 31, 2019, Gas Utility’s revenues were reduced by $22.7 million to reflect the credit to customers of tax savings of the TCJA. Excluding the impact of this reduction in revenues, Gas Utility revenues decreased $31.9 million. The decrease principally reflect an increasereflects $18.8 million of lower off-system sales revenue which is net of capacity releases due in part to the adoption of ASC 606 (which requires that capacity release contracts be reflected on a gross, rather than net, basis), lower core market revenues ($48.113.2 million), higher off-system sales revenues ($11.5 million), and higher largelower firm delivery service revenuesrevenue ($4.42.7 million). The $48.1$13.2 million increasedecrease in Gas Utility core market revenues reflects lower average retail core market PGC rates ($24.3 million) partially offset by the effects of the higher core market throughput ($18.811.1 million), higher average retail core market PGC rates ($25.3 million) and the.The $0.9 million increase in PNGElectric Utility revenues during the 2019 three-month period principally reflects an increase in Electric Utility base rates effective October 20, 201727, 2018 ($4.00.8 million) and higher transmission revenue ($0.7 million).
UGI Utilities’ cost of sales was $218.0 million in the three months ended March 31, 2019 compared with $257.3 million in the three months ended March 31, 2018, reflecting lower Gas Utility cost of sales ($38.9 million) and lower Electric Utility cost of sales ($0.5 million) from DS customers transferring to alternate suppliers. The lower Gas Utility cost of sales principally reflects a decrease in cost of sales associated with off-system sales ($20.0 million), which is net of capacity release cost of sales (due principally to the presentation of capacity release contracts resulting from the adoption of ASC 606), and the effects of lower average retail core-market PGC rates ($20.7 million), partially offset by the higher core market volumes ($2.0 million).
UGI Utilities total margin decreased $14.4 million reflecting lower total margin from Gas Utility ($15.8 million) principally attributable to the impact of the $22.7 million reduction in revenues resulting from the PAPUC Order, partially offset by higher Electric Utility total margin ($1.4 million). Excluding the reduction in Gas Utility total margin resulting from the PAPUC Order, Gas Utility total margin increased $6.9 million principally reflecting higher total margin from Gas Utility core market customers and, to a lesser extent, higher off-system sales margin reflecting the margin impacts of the presentation of certain revenues in accordance with ASC 606. The increase in Electric Utility margin principally reflects the increase in base rates and higher transmission revenue.
UGI Utilities operating income decreased $15.8 million principally reflecting the decrease in total margin ($14.4 million), greater depreciation expense ($1.2 million), and higher other operating expense ($1.4 million) partially offset by slightly lower operating and administrative expenses ($1.1 million). The slight decrease in Electric Utility revenuesUGI Utilities operating and administrative expenses principally reflects slightly lower average DS rates ($1.3 million)uncollectible accounts expense due principally to the timing of adjustments to reserves and lower benefit-related expenses partially offset by higher contractor and outside services expense and higher allocated corporate expenses. The increase in depreciation expense reflects increased distribution system capital expenditure activity. UGI Utilities income before income taxes decreased $15.9 million principally reflecting the decrease in UGI Utilities operating income.
Interest Expense and Income Taxes

Interest expense in the 2019 three-month period was $1.1 million higher than the prior-year period. The higher interest expense principally reflects higher long-term debt outstanding and, to a lesser extent, higher average interest rates under UGI Utilities Credit Agreement.

Our effective income tax rate for the 2019 three-month period was lower than in the prior-year period. The lower effective income tax rate in the current-year period reflects a federal income tax rate of 21% compared with a blended federal income tax rate of 24.5% in the prior-year period. See Note 6 to Condensed Consolidated Financial Statements.


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transmission revenue2019 six-month period compared with the 2018 six-month period
Six Months Ended March 31, 2019 2018 Increase (Decrease)
(Dollars in millions)        
Gas Utility:        
Revenues (a) $698.6
 $755.9
 $(57.3) (7.6)%
Total margin (a)(b) $351.3
 $376.1
 $(24.8) (6.6)%
Operating and administrative expenses $117.7
 $109.5
 $8.2
 7.5 %
Operating income $190.2
 $228.9
 $(38.7) (16.9)%
Income before income taxes $168.0
 $206.5
 $(38.5) (18.6)%
System throughput — bcf        
Core market 66.7
 64.4
 2.3
 3.6 %
Total 172.3
 156.6
 15.7
 10.0 %
Heating degree days — % (warmer) than normal (c) (0.7)% (2.1)% 
 
Electric Utility:        
Revenues $53.8
 $50.4
 $3.4
 6.7 %
Total margin (b) $20.9
 $18.6
 $2.3
 12.4 %
Operating and administrative expenses (b) $11.2
 $12.2
 $(1.0) (8.2)%
Operating income $6.8
 $3.7
 $3.1
 83.8 %
Income before income taxes $5.7
 $2.9
 $2.8
 96.6 %
Distribution sales — gwh 528.9
 525.3
 3.6
 0.7 %
(a)In accordance with the PAPUC Order issued May 17, 2018, Gas Utility’s revenues and total margin for the six months ended March 31, 2019, were reduced by $36.2 million to reflect the credit to customers of tax savings of the TCJA. Substantially all of the credits to customers associated with tax savings for the 2018 six-month period were recorded during the three months ended June 30, 2018. See Notes 6 and 7 to Condensed Consolidated Financial Statements.
(b)Gas Utility’s total margin represents total revenues less total cost of sales. Electric Utility’s total margin represents total revenues less total cost of sales and revenue-related taxes, i.e. Electric Utility gross receipts taxes, of $2.7 million and $2.6 million during the six months ended March 31, 2019 and 2018, respectively. For financial statement purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from Electric Utility operating expenses presented above).
(c)Deviation from average heating degree days for the 15-year period 2000-2014 based upon weather statistics provided by NOAA for airports located within Gas Utility’s service territory.

Temperatures in Gas Utility’s service territory during the 2019 six-month period were slightly warmer than normal and 1.5% colder than the 2018 six-month period. Gas Utility core market volumes increased 2.3 bcf (3.6%) principally reflecting the effects of the colder weather and growth in the number of core market customers. Total Gas Utility distribution system throughput increased 15.7 bcf reflecting higher large firm delivery service volumes (17.4 bcf) and the previously mentioned increase in core market volumes partially offset by a decrease in interruptible delivery service volumes (3.9 bcf). Electric Utility kilowatt-hour sales were 0.7% higher than the prior-year period principally reflecting the impact of the colder weather on Electric Utility heating-related sales.
UGI Utilities revenues decreased $54.0 million reflecting a $57.4 million decrease in Gas Utility revenues partially offset by a $3.3 million increase in Electric Utility revenues. In accordance with the May 17, 2018, PAPUC Order, during the six months ended March 31, 2019, Gas Utility’s revenues were reduced by $36.2 million to reflect the credit to customers of tax savings of the TCJA. Excluding the impact of this reduction in revenues, Gas Utility revenues decreased $21.2 million. The decrease principally reflects lower core market revenues ($0.423.1 million) and a decrease in off-system sales revenues ($1.3 million) which is net of capacity release revenues due principally to the adoption of ASC 606 (which requires capacity release contracts be reflected on a gross, rather than net, basis) partially offset by higher other revenues ($3.3 million). The $23.1 million decrease in Gas Utility core market revenues reflects lower average retail core market PGC rates ($43.2 million) partially offset by the effects of the higher core market throughput ($20.1 million). The increase in Electric Utility volumes. revenues during the 2019 six-month period principally reflects higher transmission revenue ($1.4 million), an increase in Electric Utility base rates effective October 27, 2018 ($1.3 million) and higher DS rates ($0.4 million).

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UGI Utilities’ cost of sales was $151.8$377.5 million in the three months ended December 31, 20172019 six-month period compared with $109.5$409.1 million in the three months ended December 31, 2016, principally2018 six-month period reflecting higherlower Gas Utility cost of sales ($43.332.6 million) partially offset by lowerhigher Electric Utility cost of sales ($1.0 million) from lowerthe higher DS rates. The higherlower Gas Utility cost of sales principally reflects higherlower average retail core marketcore-market PGC rates ($22.640.3 million), partially offset by the higher cost of sales associated with Gas Utility off-system sales ($11.5 million), and higher retail core-marketcore market volumes ($9.29.8 million).
UGI Utilities total margin decreased $22.6 million reflecting lower total margin from Gas Utility ($24.8 million) principally attributable to the impact of the $36.2 million reduction in revenues resulting from the PAPUC Order, partially offset by higher Electric Utility total margin ($2.3 million). Excluding the reduction in Gas Utility total margin resulting from the PAPUC Order, Gas Utility total margin increased $19.4$11.4 million principally reflecting higher total margin from Gas Utility core market customers ($16.4 million) and, to a much lesser extent, higher large firm delivery service totaloff-system sales margin ($3.8 million).reflecting the margin impacts of the presentation of certain revenues in accordance with the adoption of ASC 606. The increase in GasElectric Utility core market margin principally reflects the higher core market throughput ($12.3 million)transmission revenue and the increase in PNG base rates effective October 20, 2017 ($4.0 million). Electric Utility total margin decreased slightly principally reflecting the lower transmission revenue.rates.
UGI Utilities operating income increased $14.0decreased $35.7 million principally reflecting the increasedecrease in total margin ($19.422.6 million) partially offset by, higher operating and administrative expenses ($2.47.3 million) and, greater depreciation and amortization expense ($3.03.3 million) associated with increased capital expenditure activity., and higher other operating expense ($2.6 million). The increase in UGI Utilities operating and administrative expenses principally reflects higher distribution expensesgeneral and administrative costs including higher contractor and outside services expense ($1.83.2 million), higher uncollectible accounts expense ($1.0 million) and higher information technologyallocated corporate expenses ($0.72.3 million) partially offset by, the absence of a favorable payroll tax adjustment related to prior periodsrecorded in the prior-year period ($2.1 million) and higher IT maintenance and consulting expense ($1.9 million). These increases were partially offset by a decrease in uncollectible accounts expense ($2.0 million). The increase in depreciation expense reflects increased distribution system and IT capital expenditure activity. UGI Utilities income before income taxes increased $13.1decreased $35.6 million principally reflecting the increasedecrease in UGI Utilities operating income ($14.0 million) partially offset by slightly higher interest expense.income.
Interest Expense and Income Taxes

Interest expense in the 2017 three-month2019 six-month period increased $0.9was $1.9 million reflecting higher short-term debtthan in the prior-year period. The higher interest expense reflects higher long-term debt outstanding, and interest on higher average long-term debt outstanding. interest rates and borrowings under the UGI Utilities Credit Agreement.

Our consolidatedeffective income taxestax rate for the three months ended December 31, 2017, were impacted2019 six-month period was lower than in the prior-year period. The lower effective income tax rate in the current-year period reflects the impact of a federal income tax rate of 21%, compared with a blended federal income tax rate of 24.5% in the prior-year period. Income tax expense in the 2018 six-month period was reduced by the remeasurement effects on certain of our deferred income tax balances resulting from the enactment of the TCJA which, among other things, reducedin the federal corporate income tax rate from 35% to 21%, effective January 1, 2018. We are subject to a blended federal tax ratefirst quarter of 24.5% for Fiscal 2018, because our fiscal year contains the effective date of the rate change from 35% to 21%. As a result of the TCJA, we adjusted our net federal deferred income tax liabilities to remeasure such tax liabilities at the lower corporate rate and certain of these adjustmentswhich reduced our2018 six-month period income tax expense and increased net income, by $8.1 million for the three months ended December 31, 2017. In addition to the adjustment to our federal deferred income tax balances, our income taxes for the three months ended December 31, 2017, were further reduced by approximately $8.1 million to reflect the impact of the lower blended income tax rate of 24.5% on our estimated effective income tax rate for Fiscal 2018. The PUC has not issued any orders with respect to the lower income tax rate and our estimated annual effective tax rate for Fiscal 2018 does not reflect the impact of any regulatory action that may be taken by the PUC with respect to the TCJA. For further information on the TCJA, see Note 5 to condensed consolidated financial statements.million.

FINANCIAL CONDITION AND LIQUIDITY

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.the UGI Utilities Credit Agreement. Our cash and cash equivalents at DecemberMarch 31, 2017,2019, totaled $7.3$41.4 million compared to $5.2$10.3 million at September 30, 2017.2018.

UGI Utilities’ total debt outstanding at DecemberMarch 31, 2017,2019, was $1,037.1$1,088.3 million, which includes $181.5$105.0 million of short-term borrowings, compared with total debt outstanding of $921.1$1,027.5 million at September 30, 2017,2018, which includes $170.0$189.5 million of short-term borrowings. Total long-term debt outstanding at DecemberMarch 31, 2017,2019, comprises $675.0$825.0 million of Senior Notes, a $125.0$117.2 million unsecuredvariable-rate term loan, and $60.0$40.0 million of Medium-Term Notes and $5.9 million of other long-term debt, and is net of $4.4$4.8 million of unamortized debt issuance costs.

On October 31, 2017,The UGI Utilities entered into a $125 million unsecured variable-rate term loan agreement (the “Term Loan”) with a group of banks which initially matures on October 30, 2018.  Such maturity will be automatically extended to October 30, 2022, after UGI Utilities receives a securities certificate from the PUC authorizing issuance of the security and upon delivery of such certificate to the agent.  Proceeds from the Term Loan were used to reduce revolving credit balances and for general corporate purposes. The outstanding principal amount of the Term Loan is payable in equal quarterly installments of $1.6 million with the balance of the principal being due and payable in full on the maturity date. Under the Term Loan, UGI Utilities may borrow at various prevailing market interest rates, including LIBOR and the banks’ prime rate, plus a margin.  The margin on such borrowings ranges from 0.0% to 1.875% and is based upon the credit ratings of certain indebtedness of UGI Utilities.

UGI Utilities hasCredit Agreement comprises an unsecured revolving credit agreement (the “UGI Utilities Credit Agreement”) with a group of banks providing for borrowings up to $300$450 million (including a $100 million sublimit for letters of credit). which expires in March 2020. Borrowings under the UGI Utilities Credit Agreement are classified as “Short-term borrowings” on the Condensed Consolidated Balance Sheets. At DecemberMarch 31,

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2017, 2019, UGI Utilities’ available borrowing capacity under the UGI Utilities Credit Agreement was $116.5$343.0 million. During the 20172019 and 2016 three-month2018 six-month periods, average daily short-term borrowings under the UGI Utilities Credit Agreement were $168.1$223.8 million and $96.6$171.4 million, respectively, and peak short-term borrowings totaled $205.0$311.0 million and $137.0$215.0 million, respectively. Peak short-term borrowings typically occur during the heating-season months of December and January when UGI Utilities’ investment in working capital, principally accounts receivable, is generally greatest.

On February 1, 2019, UGI Utilities issued in a private placement $150 million of 4.55% Senior Notes due February 1, 2049. The 4.55% Senior Notes were issued pursuant to a Note Purchase Agreement dated December 21, 2018, between UGI Utilities and

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certain note purchasers. The 4.55% Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from the sale of the 4.55% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

We believe that we have sufficient liquidity in the forms of cash and cash equivalents on hand, cash expected to be generated from Gas Utility and Electric Utility operations, short-term borrowings available under the UGI Utilities Credit Agreement and the ability to refinance long-term debt as it matures to meet our anticipated contractual and projected cash commitments.

Cash Flows

Operating activities. Due to the seasonal nature of UGI Utilities’ businesses, cash flows from our operating activities are generally greatest during the second and third fiscal quarters when customers pay for natural gas and electricity consumed during the peak heating-season months. Conversely, operating cash flows are generally at their lowest levels during the first and fourth fiscal quarters when the Company’s investment in working capital, principally accounts receivable and inventories, is generally greatest. UGI Utilities uses borrowings under the UGI Utilities Credit Agreement to manage seasonal cash flow needs.

Cash usedprovided by operating activities was $7.1$161.0 million in the 2017 three-month2019 six-month period compared to cash provided by operating activities of $4.7$135.1 million in the prior-year period. Cash flow from operating activities before changes in operating working capital was $97.6$199.5 million in the 2017 three-month2019 six-month period compared to $82.3the $210.2 million recorded in the prior-year period. The higherslightly lower cash flow from operating activities before changes in operating working capital includes, among other things, the impact of the credit to customers of tax savings from the TCJA in accordance with the 2017 three-month period principally reflects the increase in operating results.May 17, 2018 PAPUC Order. Changes in operating working capital used $104.7$38.5 million of operating cash flow during the 2017 three-month2019 six-month period compared to $77.5$75.1 million of cash used for changes in working capital during the prior-year period. The higherlower net cash used by changes in operating working capital in the current2019 six-month period reflects, among other things, a smaller increase in changes in accounts receivable as the higher Gas Utility distribution volumesprior year included the effects of colder late winter weather on accounts receivable balances. Cash flow from changes in operating working capital also reflects net refunds of deferred fuel and higher natural gas prices.power costs during the current-year period compared to net recoveries of such costs during the prior-year period.

Investing activities. Cash used by investing activities was $91.7$180.1 million in the 2017 three-month2019 six-month period compared to $73.1$154.9 million in the 2016 three-month2018 six-month period. Total cash capital expenditures were $88.7$177.3 million in the 2017 three-month2019 six-month period compared with $69.6$151.5 million recorded in the prior-year period. The increase in cash capital expenditures during the 2017 three-month2019 six-month period principally reflects the timing of payment ofhigher cash for capital expenditures associated with an Enterprise Resource Planning system, and higher 2017main replacement and new business and replacement and bettermentcash capital expenditures.

Financing activities. Cash provided by financing activities was $100.9$49.9 million in the 2017 three-month2019 six-month period compared with $75.4$17.8 million during the 2016 three-month2018 six-month period. Financing activity cash flows are primarily the result of net borrowings and repayments under revolving credit agreements, net borrowings and repayments of long-term debt and cash dividends paid to UGI. Cash from financing activities in the 2019 six-month period reflects net proceeds from the issuance of $150 million of UGI Utilities entered into4.55% Senior Notes due February 1, 2049. Cash from financing activities in the prior-year period includes the net proceeds from a $125 million unsecured term loan agreement during the 2017 three-monthagreement. The 2019 six-month period and used the net proceeds principally to reduce revolving credit balances and for general corporate purposes. During the 2017 three-month period there werereflects net credit agreement borrowings of $11.5$84.5 million compared with net credit agreement repaymentsborrowings of $14.1$35.0 million during the prior-year period. Cash dividends inpaid during the 2017 three-month2019 six-month period totaled $15.0$10.0 million compared to cash dividends paid of $10.0$30.0 million induring the prior-year period.

IMPACT OF U.S. TAX REFORMREGULATORY MATTERS

Utility Merger.On December 22, 2017, the Tax CutsMarch 8, 2018 and Jobs Act (the “TCJA”) was enacted into law. The significant changes resulting from the law that impactMarch 13, 2018, UGI Utilities include a reduction infiled merger authorization requests with the U.S. federal income tax rate from 35%PAPUC and MDPSC, respectively, to 21%merge PNG and CPG into UGI Utilities. After receiving all necessary FERC, MDPSC, and PAPUC approvals, CPG and PNG were merged with and into UGI Utilities effective JanuaryOctober 1, 2018. Consistent with the MDPSC order issued July 25, 2018, (resulting in a blended rate of 24.5% for Fiscal 2018) and the eliminationPAPUC order issued September, 26, 2018, the former CPG, PNG and UGI Utilities, Inc. Gas Division service territories became the UGI Central, UGI North and UGI South rate districts of bonus depreciationthe UGI Utilities, Inc. Gas Division, respectively, without any ratemaking change. UGI Utilities’ obligations under the settlement approved by the PAPUC include various non-monetary conditions requiring UGI Utilities to maintain separate accounting-type schedules for regulated utilities.limited future ratemaking purposes.
As
Base Rate Filings. On January 28, 2019, UGI Gas filed a result, duringrequest with the three months ended December 31, 2017, we reduced our net deferred income tax liabilitiesPAPUC to increase its operating revenues for residential, commercial and industrial customers by $223.7$71.1 million dueannually. The requested rate increase applies to the remeasuringconsolidated UGI Central, UGI North and UGI South rate districts. The increased revenues would be used to fund ongoing system improvements and operations necessary to maintain safe and reliable natural gas service and fund new programs designed to promote and reward customers’ efforts to increase efficient use of our existing federal deferred incomenatural gas. Additionally, UGI Gas has proposed a 4.5% negative surcharge applicable to all customer distribution service bills to return $24.0 million of tax assets and liabilities as of the date of the enactment. Because a significant amount of the reduction relates to our regulated utility plant assets, most of the reduction to our excess deferred income taxes is not being recognized immediately in income tax expense. During the three months ended December 31, 2017, the amount of the reduction in our net deferred income tax liabilities that reduced income tax expense totaled $8.1 million.
In order for utility assets to continue to be eligible for accelerated tax depreciation, current law requires that excess deferred income taxes be amortized no more rapidly thanbenefits experienced by UGI Utilities over the remaining lives of the assets that gave rise to the excess deferred income taxes. At December 31, 2017, we have recorded a regulatory liability of $216.1 million associated with the excess deferred federal income taxes related to our regulated utility plant assets. This regulatory liability has been increased, and a federal deferred income tax asset has been recorded, in the amount of $87.8 million to reflect the tax benefit generated by the amortization of the excessperiod

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deferred federal income taxes. For further informationJanuary 1, 2018 to June 30, 2018, plus applicable interest. As proposed, the negative surcharge would become effective for a twelve-month period beginning on this regulatory liability, see Note 6 to condensed consolidated financial statements.
For the three months ended December 31, 2017, we included the estimated impacts of the TCJA in determining our estimated annual effective income tax rate. We are subject to a blended federal tax rate of 24.5% for Fiscal 2018 because our fiscal year contains the effective date of the new base rates. UGI Gas requested that the new gas rates become effective March 29, 2019. The PAPUC entered an Order dated February 28, 2019, suspending the effective date for the rate changeincrease to allow for investigation and public hearings. Unless a settlement is reached sooner, this review process is expected to last up to nine months from 35% to 21% on January 1, 2018. As a result, the U.S. federal income taxdate of filing. The Company cannot predict the timing or the ultimate outcome of the rate included in our estimated annual effective tax rate is based on this 24.5% blended rate for Fiscal 2018. The PUC has not issued any orders with respect to the lower income tax rate. Our estimated annual effective tax rate for Fiscal 2018 does not reflect the impact of any regulatory action that may be taken by the PUC with respect to the TCJA.
REGULATORY MATTERScase review process.

Base Rate Filings. On January 26, 2018, Electric Utility filed a rate request with the PUCPAPUC to increase its annual base distribution revenues by $9.2 million.million, which was later reduced by the Company to $7.7 million to reflect the impact of the TCJA and other adjustments. The increased revenues would be used to fund ongoing system improvements and operations necessary to maintain safe and reliable electric service. Electric Utility requested thatOn October 25, 2018, the new electric rates become effective March 27, 2018, although the PUC typically suspends the effective date for general base rate proceedings to allow for investigation and public hearings. This review process is expected to last up to nine months; however, the Company cannot predict the timing or the ultimate outcome of the rate case review process.

On August 31, 2017, the PUCPAPUC approved a previously filed Joint Petition for Approval of Settlement of all issuesfinal order providing for an $11.3a $3.2 million annual base distribution rate increase for PNG.Electric Utility, effective October 27, 2018. As part of the final order, Electric Utility provided customers with a one-time $0.2 million billing credit associated with 2018 TCJA tax benefits. On November 26, 2018, the Pennsylvania Office of Consumer Advocate filed an appeal to the Pennsylvania Commonwealth Court challenging the PAPUC’s acceptance of the Company’s use of a fully projected future test year and handling of consolidated federal income tax benefits. The increase became effective on October 20, 2017.

On October 14, 2016,Company cannot predict the PUC approved a previously filed Joint Petition for Approvalultimate outcome of Settlement of all issues providing for a $27.0 million annual base distribution rate increase for UGI Gas. The increase became effective on October 19, 2016.this appeal.

Distribution System Improvement Charge.Manor Township, Pennsylvania Natural Gas Incident Complaint.State legislation permits In connection with a July 2, 2017, explosion in Manor Township, Lancaster County, Pennsylvania, that resulted in the death of one Company employee and injuries to two Company employees and one sewer authority employee, and destroyed two residences and damaged several other homes, the BIE filed a formal complaint at the PAPUC in which BIE alleged that the Company committed multiple violations of federal and state gas pipeline regulations in connection with its emergency response leading up to the explosion, and electric utilitiesit requested that the PAPUC order the Company to pay approximately $2.1 million in Pennsylvania to recover a distribution system improvement charge (“DSIC”) on eligible capital investments as an alternative ratemaking mechanism providing for a more-timely cost recovery of qualifying capital expenditures between base rate cases.

PNG and CPG received PUC approval on a DSIC tariff, initially set at zero, in 2014. PNG and CPG began charging a DSIC at a rate other than zero beginning on April 1, 2015 and April 1, 2016, respectively. In May 2017, the PUC issued a final Order to approve an increase ofcivil penalties, which is the maximum allowable DSICfine. On November 16, 2018, the Company filed its formal written answer contesting the BIE complaint. The matter remains pending before the PAPUC. See additional discussion in Note 9 to 7.5% of billed distribution revenues effective July 1, 2017, for PNG and CPG, pending reconsideration at each company’s Long-term Infrastructure Improvement Plan filing in 2018. PNG’s DSIC has been reset to zero as a result of its most recent rate case. The DSIC rate for PNG will resume upon exceeding the threshold amount of DSIC-eligible plant in service agreed upon in the settlement of its recent base rate case.Condensed Consolidated Financial Statements.

In November 2016, UGI Gas received PUC approval to establish a DSIC tariff mechanism, capped at 5% of distribution charges billed to customers, effective January 1, 2017. UGI Gas will be permitted to recover revenue under the mechanism for the amount of DSIC-eligible plant placed into service in excess of the threshold amount of DSIC-eligible plant agreed upon in the settlement of its recent base rate case.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures are (1) commodity price risk and (2) interest 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
Gas Utility’s tariffs contain clauses that permit recovery of all of the 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 collected from customers through PGC rates and the recoverable costs incurred. Because of this ratemaking mechanism, there is limited commodity price risk associated with our Gas Utility operations. 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 Gas Utility’s PGC recovery mechanism. The change in market value of natural gas futures contracts can require daily deposits of cash in futures accounts. At March 31, 2019, Gas Utility had $0.8 million of restricted cash in brokerage accounts. At DecemberMarch 31, 20172019, the fair values of our natural gas futures and option contracts were lossesgains of $1.7 million.$1.0 million.
Electric Utility’s DS tariffs contain clauses which permit recovery of all prudently incurred power costs, including the cost of financial instruments used to hedge electricity costs, through the application of DS rates. Because of this ratemaking mechanism, there is limited power cost risk, including the cost of FTRs and forward electricity purchase contracts, associated with our Electric Utility operations. At DecemberMarch 31, 2017,2019, all of our Electric Utility’s forward electricity purchase contracts were subject to the NPNS exception. At December 31, 2017, the fair values of FTRs were not material.
In addition, Gas Utility and Electric Utility from time to time enter into exchange-traded gasoline futures contracts for a portion of gasoline volumes expected to be used in their operations. These gasoline futures contracts are recorded at fair value with changes in fair value reflected in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income. The amountAt March 31, 2019, the fair values of unrealized gains on theseour gasoline futures contracts and associated volumes under contract at December 31, 2017 were not material.
Interest Rate Risk

Our variable-rate debt at DecemberMarch 31, 2017,2019, includes short-term borrowings and oura variable-rate Term Loan.term loan. These debt agreements have interest rates that are generally indexed to short-term market interest rates. At DecemberMarch 31, 2017,2019, combined borrowings outstanding under these variable-rate debt agreements totaled $306.5$222.2 million.

UGI Utilities’ variable-rate term loan has an interest rate that is indexed to short-term market interest rates. UGI Utilities has entered into a forward starting, amortizing, pay-fixed, receive-variable interest rate swap that generally fixes the underlying prevailing market interest rates on the variable-rate term loan at 3.00% beginning September 30, 2019 through July 2022. We have designated this forward-starting interest rate swap as a cash flow hedge. At March 31, 2019, the fair value of this interest rate swap was a loss of $2.5 million. A 50 basis point adverse change in the one-month LIBOR would result in a decrease in fair value of approximately $1.5 million.

In order to reduce interest rate risk associated with near- or medium-term issuances of fixed-rate debt, from time to time we enter into IRPAs. There were no unsettled IRPAs outstanding at DecemberMarch 31, 2017.2019.

ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures

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 the end of the period covered by this Report, were effective at the reasonable assurance level.

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(b)Change in Internal Control over Financial Reporting

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

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PART II OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to the information presented in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2018 Annual Report, on Form 10-K for the fiscal year ended September 30, 2017, which could materially affect our business, financial condition or future results. The risks described in our 2018 Annual Report on Form 10-K are not the only risks facing the Company. Other unknown or unpredictable factors could also have material adverse effects on future results.

ITEM 6. 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 last date of the period for which it was filed, and the exhibit number in such filing):
Exhibit No.ExhibitRegistrantFilingExhibit
     
12.110.1
10.2
10.3   
     
31.1   
     
31.2   
     
32   
     
101.INSXBRL Instance   
     
101.SCHXBRL Taxonomy Extension Schema   
     
101.CALXBRL Taxonomy Extension Calculation Linkbase   
     
101.DEFXBRL Taxonomy Extension Definition Linkbase   
     
101.LABXBRL Taxonomy Extension Labels Linkbase   
     
101.PREXBRL Taxonomy Extension Presentation Linkbase   




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EXHIBIT INDEX

  
12.110.1
10.2
10.3
  
31.1
  
31.2
  
32
  
101.INSXBRL Instance
  
101.SCHXBRL Taxonomy Extension Schema
  
101.CALXBRL Taxonomy Extension Calculation Linkbase
  
101.DEFXBRL Taxonomy Extension Definition Linkbase
  
101.LABXBRL Taxonomy Extension Labels Linkbase
  
101.PREXBRL Taxonomy Extension Presentation Linkbase



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
  
UGI Utilities, Inc.
(Registrant)
 
Date:February 6, 2018May 8, 2019By:  /s/ Daniel J. Platt
   
Daniel J. Platt
Vice President - Finance and
Chief Financial Officer
     
     
Date:February 6, 2018May 8, 2019By:  /s/ Megan Mattern  
   
Megan Mattern
Controller & Principal Accounting Officer


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