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

FORM 10-Q
 
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 20172019
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ________ to ________            
Commission file number 1-11071
UGI CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2668356
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
460 North Gulph Road, King of Prussia, PA19406
(Address of principal executive offices)(Zip Code)
(610) 460 North Gulph Road, King of Prussia, PA19406
(Address of Principal Executive Offices) (Zip Code)

(610) 337-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbol(s):Name of each exchange on which registered:
Common Stock, without par valueUGINew York Stock Exchange
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  ý    No  ¨
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 ý    No  ¨
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 filerý Accelerated filer¨ Non-accelerated filer¨
Smaller reporting company¨ Emerging growth company¨   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
At January 31, 20182020, there were 173,014,311208,548,324 shares of UGI Corporation Common Stock, without par value, outstanding.
     






UGI CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
 
 Page
  
  
  
  
  
  
  
  
  
  
 


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GLOSSARY OF TERMS AND ABBREVIATIONS

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

UGI Corporation and Related Entities

AmeriGas OLP - AmeriGas Propane, L.P., the principal operating subsidiary of AmeriGas Partners
AmeriGas Partners - AmeriGas Partners, L.P., a Delaware limited partnership and an indirect wholly-owned subsidiary of UGI; also referred to as the “Partnership”
AmeriGas Propane - Reportable segment comprising AmeriGas Propane, Inc. and its subsidiaries, including AmeriGas Partners and AmeriGas OLP
AmeriGas Propane, Inc. - A wholly owned second-tier subsidiary of UGI and the general partner of AmeriGas Partners; also referred to as the “General Partner”
AvantiGas - AvantiGas Limited, an indirect wholly owned subsidiary of UGI International, LLC
Company - UGI and its consolidated subsidiaries collectively
CPG - UGI Central Penn Gas, Inc., a wholly owned subsidiary of UGI Utilities prior to the Utility Merger
DVEP - DVEP Investeringen B.V., an indirect wholly owned subsidiary of UGI International, LLC
Electric Utility - UGI Utilities’ regulated electric distribution utility
Energy Services - UGI Energy Services, LLC, a wholly owned second-tier subsidiary of UGI
ESFC - Energy Services Funding Corporation, a wholly owned subsidiary of Energy Services
Flaga - Flaga GmbH, an indirect wholly owned subsidiary of UGI International, LLC
Gas Utility - UGI Utilities’ regulated natural gas distribution business, comprising the natural gas utility businesses owned and operated by UGI Utilities and, prior to the Utility Merger, PNG and CPG
General Partner- AmeriGas Propane, Inc., the general partner of AmeriGas Partners
Midstream & Marketing - Reportable segment principally comprising Energy Services and UGID
Partnership - AmeriGas Partners and its consolidated subsidiaries, including AmeriGas OLP
Pennant - Pennant Midstream, LLC, a Delaware limited liability company
PennEast - PennEast Pipeline Company, LLC
PNG - UGI Penn Natural Gas, Inc., a wholly owned subsidiary of UGI Utilities prior to the Utility Merger
UGI- UGI Corporation
UGI Central- The natural gas rate district of CPG subsequent to the Utility Merger
UGI France - UGI France SAS (a Société par actions simplifiée), an indirect wholly owned subsidiary of UGI International, LLC
UGI Gas - UGI Utilities’ natural gas utility
UGI International- Reportable segment principally comprising UGI’s foreign operations
UGI International, LLC- UGI International, LLC, a wholly owned second-tier subsidiary of UGI
UGI PennEast, LLC - A wholly owned subsidiary of Energy Services that holds a 20% membership interest in PennEast
UGI Utilities - UGI Utilities, Inc., a wholly owned subsidiary of UGI. Also a reportable segment of UGI

1




UGID - UGI Development Company, a wholly owned subsidiary of Energy Services
UniverGas - UniverGas Italia S.r.l, an indirect wholly owned subsidiary of UGI International, LLC
Other Terms and Abbreviations
2018 three-month period -Three-month period ended December 31, 2018
2018 UGI International Credit Facilities Agreement -A five-year unsecured Senior Facilities Agreement entered into in October 2018, by UGI International, LLC comprising a €300 million term loan facility and a €300 million revolving credit facility maturing October 2023
2019 Annual Report -UGI Annual Report on Form 10-K for the fiscal year ended September 30, 2019
2019 three-month period -Three-month period ended December 31, 2019
AFUDC - Allowance for Funds Used During Construction
AmeriGas Merger - The transaction contemplated by the Merger Agreement pursuant to which AmeriGas Propane Holdings, LLC merged with and into the Partnership, with the Partnership surviving as an indirect wholly owned subsidiary of UGI
AOCI - Accumulated Other Comprehensive Income (Loss)
ASC - Accounting Standards Codification
ASC 606- ASC 606, “Revenue from Contracts with Customers”
ASC 840 - ASC 840, “Leases”
ASC 842 - ASC 842, “Leases” (effective October 1, 2019)
ASU - Accounting Standards Update
Bcf - Billions of cubic feet
CMG - Columbia Midstream Group, LLC
CMG Acquisition - Acquisition of CMG and Columbia Pennant, LLC on August 1, 2019 pursuant to the CMG Acquisition Agreements

CMG Acquisition Agreements - Agreements related to the CMG Acquisition comprising (1) a purchase and sale agreement related to the CMG acquisition, dated July 2, 2019, by and among Columbia Midstream & Minerals Group, LLC, Energy Services, UGI and TransCanada PipeLine USA Ltd., and (2) a purchase and sale agreement related to the Columbia Pennant, LLC acquisition, dated July 2, 2019, by and among Columbia Midstream & Minerals Group, LLC, Energy Services, and TransCanada PipeLine USA Ltd.

COA - Consent Order and Agreement

CODM - Chief Operating Decision Maker as defined in ASC 280, “Segment Reporting”

Common Stock - shares of UGI common stock

Common Units - Limited partnership ownership interests in AmeriGas Partners

Core market - Comprises (1) firm residential, commercial and industrial customers to whom UGI Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from UGI Utilities; and (2) residential, commercial and industrial customers to whom UGI Utilities has a statutory obligation to provide service who purchase their natural gas or electricity from others

DS - Default service
Eighth Circuit - United States Court of Appeals for the Eighth Circuit

2




Energy Services Term Loan - A seven-year $700 million senior secured term loan agreement entered into on August 13, 2019, with a group of lenders

EPS - Earnings Per Share

Exchange Act - Securities Exchange Act of 1934, as amended

FASB - Financial Accounting Standards Board
FDIC - Federal Deposit Insurance Corporation
FERC - Federal Energy Regulatory Commission
Fiscal 2019 - The fiscal year ended September 30, 2019
Fiscal 2020 - The fiscal year ending September 30, 2020
Fiscal 2021 - The fiscal year ending September 30, 2021
Fiscal 2022 - The fiscal year ending September 30, 2022
Fiscal 2023 - The fiscal year ending September 30, 2023
Fiscal 2024 - The fiscal year ending September 30, 2024
GAAP - U.S. generally accepted accounting principles
Gwh - Millions of kilowatt hours
Hunlock - Hunlock Station, a 130-megawatt natural gas-fueled electricity generating station located near Wilkes-Barre, Pennsylvania
ICE - Intercontinental Exchange
IDR - Incentive distribution right
IRPA - Interest rate protection agreement
IT - Information technology
LNG - Liquefied natural gas
LPG - Liquefied petroleum gas
MDPSC - Maryland Public Service Commission
Merger Agreement - Agreement and Plan of Merger, dated as of April 1, 2019, among UGI, AmeriGas Propane Holdings, Inc., AmeriGas Propane Holdings, LLC, AmeriGas Partners and AmeriGas Propane

MGP - Manufactured gas plant
NOAA - National Oceanic and Atmospheric Administration
NPNS - Normal purchase and normal sale
NYDEC - New York State Department of Environmental Conservation
NYMEX - New York Mercantile Exchange
PADEP - Pennsylvania Department of Environmental Protection
PAPUC - Pennsylvania Public Utility Commission

3




PGC - Purchased gas costs
PRP - Potentially Responsible Party
Receivables Facility - A receivables purchase facility of Energy Services with an issuer of receivables-backed commercial paper
Retail core-market - Comprises firm residential, commercial and industrial customers to whom UGI Utilities has a statutory obligation to provide service that purchase their natural gas from Gas Utility
ROU - Right-of-use
ROD - Record of Decision
SCAA - Storage Contract Administrative Agreements
SEC - U.S. Securities and Exchange Commission
TCJA - Tax Cuts and Jobs Act

Temporary Rates Order - Order issued by the PAPUC on March 15, 2018, that converted PAPUC approved rates of a defined group of large Pennsylvania public utilities into temporary rates for a period of not more than 12 months while the PAPUC reviewed effects of the TCJA

UGI Corporation Senior Credit Facility - An unsecured senior facilities agreement entered into on August 1, 2019, by UGI comprising (1) a five-year $250 million term loan facility; (2) a three-year $300 million term loan facility; and (3) a five-year $300 million revolving credit facility (including a $10 million sublimit for letters of credit)

UGI International 3.25% Senior Notes - An underwritten private placement of €350 million principal amount of senior unsecured notes due November 1, 2025, issued by UGI International, LLC

USD - U.S. dollar

U.S. Pension Plan - Defined benefit pension plan for employees hired prior to January 1, 2009 of UGI, UGI Utilities and certain of UGI’s other domestic wholly owned subsidiaries

Utility Merger- The merger, effective October 1, 2018, of CPG and PNG with and into UGI Utilities
VEBA - Voluntary Employees’ Beneficiary Association
Western Missouri District Court - The United States District Court for the Western District of Missouri

4

UGI CORPORATION AND SUBSIDIARIES


PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Millions of dollars)
 December 31,
2017
 September 30,
2017
 December 31,
2016
 December 31,
2019
 September 30,
2019
 December 31,
2018
ASSETS            
Current assets:            
Cash and cash equivalents $446.4
 $558.4
 $515.2
 $333.4
 $447.1
 $477.6
Restricted cash 19.8
 10.3
 7.9
 95.8
 63.7
 17.4
Accounts receivable (less allowances for doubtful accounts of $35.1, $26.9 and $29.2, respectively) 1,101.8
 626.8
 917.3
Accounts receivable (less allowances for doubtful accounts of $35.6, $31.6 and $38.5, respectively) 1,011.1
 640.7
 1,144.3
Accrued utility revenues 95.9
 13.3
 55.6
 80.2
 14.6
 64.7
Inventories 307.3
 278.6
 228.2
 247.5
 229.9
 293.7
Utility regulatory assets 0.6
 8.3
 1.6
 4.7
 9.1
 3.3
Derivative instruments 73.4
 63.1
 87.0
 28.4
 28.9
 60.2
Prepaid expenses and other current assets 135.4
 138.7
 97.1
 145.9
 132.2
 181.0
Total current assets 2,180.6
 1,697.5
 1,909.9
 1,947.0
 1,566.2
 2,242.2
Property, plant and equipment, at cost (less accumulated depreciation and amortization of $3,393.1, $3,312.9 and $3,139.8, respectively) 5,690.5
 5,537.0
 5,244.3
Property, plant and equipment, at cost (less accumulated depreciation of $3,490.1, $3,385.2 and $3,228.3, respectively) 6,783.6
 6,687.8
 5,855.1
Goodwill 3,185.5
 3,107.2
 2,935.8
 3,482.9
 3,456.4
 3,154.8
Intangible assets, net 641.9
 611.7
 558.9
 703.4
 708.6
 505.2
Utility regulatory assets 362.2
 360.6
 391.3
 385.8
 386.5
 295.5
Derivative instruments 13.3
 9.2
 24.2
 32.0
 43.2
 29.9
Other assets 269.9
 259.0
 236.1
 951.0
 497.9
 285.6
Total assets $12,343.9
 $11,582.2
 $11,300.5
 $14,285.7
 $13,346.6
 $12,368.3
LIABILITIES AND EQUITY            
Current liabilities:            
Current maturities of long-term debt $224.1
 $177.5
 $48.5
 $27.8
 $24.1
 $19.5
Short-term borrowings 586.1
 366.9
 234.4
 869.7
 796.3
 676.3
Accounts payable 680.8
 439.6
 573.6
 598.3
 438.8
 753.3
Derivative instruments 32.7
 25.0
 16.2
 113.3
 84.9
 56.8
Other current liabilities 692.3
 681.1
 702.2
 782.4
 682.8
 677.2
Total current liabilities 2,216.0
 1,690.1
 1,574.9
 2,391.5
 2,026.9
 2,183.1
Long-term debt 4,056.4
 3,994.6
 3,994.2
 5,827.6
 5,779.9
 4,150.7
Deferred income taxes 890.7
 1,357.0
 1,204.7
 562.5
 541.4
 973.4
Deferred investment tax credits 2.9
 3.0
 3.2
Derivative instruments 22.2
 21.8
 16.6
 46.6
 48.4
 25.0
Other noncurrent liabilities 1,073.6
 774.8
 773.8
 1,452.9
 1,122.8
 989.5
Total liabilities 8,261.8
 7,841.3
 7,567.4
 10,281.1
 9,519.4
 8,321.7
Commitments and contingencies (Note 10) 
 
 
 

 

 

Equity:            
UGI Corporation stockholders’ equity:            
UGI Common Stock, without par value (authorized — 450,000,000 shares; issued — 173,997,441, 173,987,691 and 173,903,191 shares, respectively) 1,189.3
 1,188.6
 1,203.4
UGI Common Stock, without par value (authorized — 450,000,000 shares; issued — 209,310,342, 209,304,129 and 174,262,763 shares, respectively) 1,398.4
 1,396.9
 1,206.5
Retained earnings 2,429.3
 2,106.7
 2,035.4
 2,797.5
 2,653.1
 2,620.8
Accumulated other comprehensive loss (71.5) (93.4) (216.8) (163.1) (216.6) (133.1)
Treasury stock, at cost (45.4) (38.6) (34.3) (37.4) (15.9) (24.8)
Total UGI Corporation stockholders’ equity 3,501.7
 3,163.3
 2,987.7
 3,995.4
 3,817.5
 3,669.4
Noncontrolling interests, principally in AmeriGas Partners 580.4
 577.6
 745.4
Noncontrolling interests 9.2
 9.7
 377.2
Total equity 4,082.1
 3,740.9
 3,733.1
 4,004.6
 3,827.2
 4,046.6
Total liabilities and equity $12,343.9
 $11,582.2
 $11,300.5
 $14,285.7
 $13,346.6
 $12,368.3
See accompanying notes to condensed consolidated financial statements.


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(Millions of dollars, except per share amounts)
 Three Months Ended
December 31,
 Three Months Ended
December 31,
 2017 2016 2019 2018
Revenues $2,125.2
 $1,679.5
 $2,006.6
 $2,200.2
Costs and expenses:        
Cost of sales (excluding depreciation shown below) 1,137.4
 647.4
Cost of sales (excluding depreciation and amortization shown below) 1,008.0
 1,425.0
Operating and administrative expenses 490.1
 468.5
 511.2
 503.2
Depreciation 95.5
 83.7
Amortization 14.8
 14.4
Depreciation and amortization 119.4
 111.2
Other operating income, net (4.4) (0.7) (9.2) (6.9)
 1,733.4
 1,213.3
 1,629.4
 2,032.5
Operating income 391.8
 466.2
 377.2
 167.7
Income (loss) from equity investees 1.0
 (0.2)
Income from equity investees 6.5
 1.5
Loss on extinguishments of debt 
 (33.2) 
 (6.1)
(Losses) gains on foreign currency contracts, net (4.8) 1.3
Other non-operating (expense) income, net (11.5) 9.0
Interest expense (58.2) (55.4) (84.1) (60.2)
Income before income taxes 329.8
 378.7
 288.1
 111.9
Income tax benefit (expense) 104.4
 (87.8)
Income tax expense (76.1) (23.4)
Net income including noncontrolling interests 434.2
 290.9
 212.0
 88.5
Deduct net income attributable to noncontrolling interests, principally in AmeriGas Partners (68.3) (60.2) 
 (24.3)
Net income attributable to UGI Corporation $365.9
 $230.7
 $212.0
 $64.2
Earnings per common share attributable to UGI Corporation stockholders    
Earnings per common share attributable to UGI Corporation stockholders:    
Basic $2.11
 $1.33
 $1.01
 $0.37
Diluted $2.07
 $1.30
 $1.00
 $0.36
Weighted average common shares outstanding (thousands)    
Weighted-average common shares outstanding (thousands):    
Basic 173,670
 173,512
 209,439
 174,413
Diluted 176,948
 176,984
 211,258
 177,566
Dividends declared per common share $0.2500
 $0.2375
See accompanying notes to condensed consolidated financial statements.




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Table of Contents
UGI CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
(Millions of dollars)
Three Months Ended
December 31,
Three Months Ended
December 31,
2017 20162019 2018
Net income including noncontrolling interests$434.2
 $290.9
$212.0
 $88.5
Other comprehensive income (loss):      
Net (losses) gains on derivative instruments (net of tax of $0.2 and $(6.0), respectively)(0.4) 12.3
Reclassifications of net gains on derivative instruments (net of tax of $0.1 and $2.1, respectively)(0.4) (4.5)
Foreign currency adjustments22.3
 (70.9)
Benefit plans (net of tax of $(0.2) and $(0.6), respectively)0.4
 1.0
Net gains (losses) on derivative instruments (net of tax of $(2.2) and $0.4, respectively)5.6
 (1.5)
Reclassifications of net losses on derivative instruments (net of tax of $(0.3) and $(0.3), respectively)0.7
 0.7
Foreign currency adjustments (net of tax of $7.2 and $2.8, respectively)47.0
 (15.6)
Benefit plans (net of tax of $(0.1) and $(0.1), respectively)0.2
 0.3
Other comprehensive income (loss)21.9
 (62.1)53.5
 (16.1)
Comprehensive income including noncontrolling interests456.1
 228.8
265.5
 72.4
Deduct comprehensive income attributable to noncontrolling interests, principally in AmeriGas Partners(68.3) (60.2)
 (24.3)
Comprehensive income attributable to UGI Corporation$387.8
 $168.6
$265.5
 $48.1
See accompanying notes to condensed consolidated financial statements.




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UGI CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Millions of dollars)
 Three Months Ended
December 31,
 Three Months Ended
December 31,
 2017 2016 2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income including noncontrolling interests $434.2
 $290.9
 $212.0
 $88.5
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:        
Depreciation and amortization 110.3
 98.1
 119.4
 111.2
Deferred income taxes (173.9) (5.9)
Deferred income tax expense (benefit), net 5.0
 (20.7)
Provision for uncollectible accounts 9.3
 6.7
 7.8
 10.3
Change in unrealized losses (gains) on derivative instruments (6.6) (104.2)
Changes in unrealized gains and losses on derivative instruments 27.3
 165.9
Loss on extinguishments of debt 
 33.2
 
 6.1
Income from equity investees (6.5) (1.5)
Other, net 11.3
 15.1
 (9.4) 12.4
Net change in:        
Accounts receivable and accrued utility revenues (530.5) (437.0) (431.6) (457.6)
Inventories (23.5) (22.4) (15.6) 23.0
Utility deferred fuel and power costs, net of changes in unsettled derivatives 11.6
 (1.0) 4.8
 (12.5)
Accounts payable 235.0
 221.4
 182.6
 217.4
Derivative instruments collateral deposits received (paid) 20.4
 (22.2)
Other current assets (34.0) (7.3) (8.0) (11.4)
Other current liabilities (11.8) 39.0
 10.2
 (12.3)
Net cash provided by operating activities 31.4
 126.6
 118.4
 96.6
CASH FLOWS FROM INVESTING ACTIVITIES        
Expenditures for property, plant and equipment (147.5) (197.1) (182.0) (183.3)
Acquisitions of businesses and assets, net of cash acquired (175.8) (0.8)
Decrease in restricted cash (9.5) 7.7
Acquisitions of businesses and assets, net of cash and restricted cash acquired 
 (15.0)
Other, net 5.3
 (2.2) 6.1
 4.3
Net cash used by investing activities (327.5) (192.4) (175.9) (194.0)
CASH FLOWS FROM FINANCING ACTIVITIES        
Dividends on UGI Common Stock (43.3) (41.2) (67.9) (45.3)
Distributions on AmeriGas Partners publicly held Common Units (65.7) (65.0) 
 (65.7)
Issuances of debt, net of issuance costs 124.3
 789.6
Repayments of debt, including redemption premiums (41.9) (530.9)
Increase (decrease) in short-term borrowings 212.5
 (66.7)
Issuances of long-term debt, net of issuance costs 15.0
 728.9
Repayments of long-term debt (31.1) (721.1)
Increase in short-term borrowings 51.4
 243.4
Receivables Facility net borrowings 6.0
 9.5
 22.0
 8.0
Issuances of UGI Common Stock 1.4
 3.3
 0.6
 6.9
Repurchases of UGI Common Stock (9.5) 
 (22.6) (16.9)
Other (2.7) 
Net cash provided by financing activities 181.1
 98.6
EFFECT OF EXCHANGE RATE CHANGES ON CASH 3.0
 (20.4)
Cash and cash equivalents (decrease) increase $(112.0) $12.4
CASH AND CASH EQUIVALENTS    
End of period $446.4
 $515.2
Beginning of period 558.4
 502.8
(Decrease) increase $(112.0) $12.4
Other, net 
 (4.2)
Net cash (used) provided by financing activities (32.6) 134.0
Effect of exchange rate changes on cash, cash equivalents and restricted cash 8.5
 (3.8)
Cash, cash equivalents and restricted cash (decrease) increase $(81.6) $32.8
CASH, CASH EQUIVALENTS AND RESTRICTED CASH    
Cash, cash equivalents and restricted cash at end of period $429.2
 $495.0
Cash, cash equivalents and restricted cash at beginning of period 510.8
 462.2
Cash, cash equivalents and restricted cash (decrease) increase $(81.6) $32.8
See accompanying notes to condensed consolidated financial statements.


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UGI CORPORATION AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(unaudited)
(Millions of dollars)dollars, except per share amounts)
Three Months Ended
December 31,
 Three Months Ended
December 31,
2017 2016 2019 2018
Common stock, without par value       
Balance, beginning of period$1,188.6
 $1,201.6
 $1,396.9
 $1,200.8
Common Stock issued in connection with employee and director plans (including losses on treasury stock transactions), net of tax withheld(1.3) (1.2)
Common Stock issued in connection with employee and director plans, net of tax withheld 0.3
 3.7
Equity-based compensation expense2.0
 1.6
 1.9
 2.0
Gain on sale of treasury stock
 1.4
Other (0.7) 
Balance, end of period$1,189.3
 $1,203.4
 $1,398.4
 $1,206.5
Retained earnings       
Balance, beginning of period$2,106.7
 $1,840.9
 $2,653.1
 $2,610.7
Cumulative effect of change in accounting for employee share-based payments
 5.0
Net income attributable to UGI Corporation365.9
 230.7
Cash dividends on Common Stock(43.3) (41.2)
Cumulative effect of change in accounting principle - ASC 606 
 (7.1)
Reclassification of stranded income tax effects related to TCJA 
 6.6
Losses on common stock transactions in connection with employee and director plans (0.7) (8.3)
Net income attributable to UGI 212.0
 64.2
Cash dividends on UGI Common Stock ($0.325 and $0.260 per share, respectively) (67.9) (45.3)
Other 1.0
 
Balance, end of period$2,429.3
 $2,035.4
 $2,797.5
 $2,620.8
Accumulated other comprehensive income (loss)       
Balance, beginning of period$(93.4) $(154.7) $(216.6) $(110.4)
Net (losses) gains on derivative instruments(0.4) 12.3
Reclassification of net gains on derivative instruments(0.4) (4.5)
Reclassification of stranded income tax effects related to TCJA 
 (6.6)
Net gains (losses) on derivative instruments 5.6
 (1.5)
Reclassification of net losses on derivative instruments 0.7
 0.7
Benefit plans0.4
 1.0
 0.2
 0.3
Foreign currency adjustments22.3
 (70.9) 47.0
 (15.6)
Balance, end of period$(71.5) $(216.8) $(163.1) $(133.1)
Treasury stock       
Balance, beginning of period$(38.6) $(36.9) $(15.9) $(19.7)
Common stock issued in connection with employee and director plans, net of tax withheld2.7
 2.8
Repurchases of Common Stock(9.5) 
Reacquired common stock — employee and director plans
 (0.4)
Sale of treasury stock
 0.2
Common Stock issued in connection with employee and director plans, net of tax withheld 1.1
 12.2
Repurchases of UGI Common Stock (22.6) (16.9)
Reacquired UGI Common Stock - employee and director plans 
 (0.4)
Balance, end of period$(45.4) $(34.3) $(37.4) $(24.8)
Total UGI Corporation stockholders’ equity$3,501.7
 $2,987.7
Total UGI stockholders’ equity $3,995.4
 $3,669.4
Noncontrolling interests       
Balance, beginning of period$577.6
 $750.9
 $9.7
 $418.6
Net income attributable to noncontrolling interests, principally in AmeriGas Partners68.3
 60.2
 
 24.3
Dividends and distributions(65.7) (65.0) 
 (65.7)
Other0.2
 (0.7) (0.5) 
Balance, end of period$580.4
 $745.4
 $9.2
 $377.2
Total equity$4,082.1
 $3,733.1
 $4,004.6
 $4,046.6
See accompanying notes to condensed consolidated financial statements.




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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)




Note 1 — Nature of Operations


UGI Corporation (“UGI”) is a holding company that, through subsidiaries and affiliates, distributes, stores, transports and markets energy products and related services. In the United States, we (1) are the general partnerown and own limited partner interests inoperate (1) a retail propane marketing and distribution business; (2) own and operate natural gas and electric distribution utilities; and (3) own and operate an energy marketing, midstream infrastructure, storage, natural gas gathering, natural gas production, electricity generation and energy services business. In Europe, we market and distribute propane and other liquefied petroleum gases (“LPG”)LPG and market energy products and services. We refer to UGI and its consolidated subsidiaries collectively as “the Company,” “we” or “us.”


We conduct a domestic propane marketing and distribution business through AmeriGas Partners, L.P. (“AmeriGas Partners”).Partners. AmeriGas Partners is a publicly traded limited partnership that conducts a national propane distribution business through its principal operating subsidiary, AmeriGas Propane, L.P. (“AmeriGas OLP”).OLP. AmeriGas Partners and AmeriGas OLP are Delaware limited partnerships. UGI’s wholly owned second-tier subsidiary, AmeriGas Propane, Inc. (the “General Partner”), serves as the general partnerGeneral Partner of AmeriGas PartnersPartners. On August 21, 2019, we completed the AmeriGas Merger pursuant to which we issued 34,612,847 shares of UGI Common Stock and AmeriGas OLP. We referpaid $528.9 in cash to acquire all of the outstanding Common Units in AmeriGas Partners andnot already held by UGI or its subsidiaries, togetherwith the Partnership surviving as a wholly owned subsidiary of UGI. Prior to the “Partnership” andAmeriGas Merger, UGI controlled the Partnership through its ownership of the General Partner, and its subsidiaries, including the Partnership, as “AmeriGas Propane.” At December 31, 2017, the General Partnerwhich held a 1% general partner interest (which included IDRs) and a 25.3% limited partner interestapproximately 25.5% of the outstanding Common Units in AmeriGas Partners, and held an effective 27.0% ownership interest in AmeriGas OLP. Our limited partnership interest in AmeriGas Partners comprises AmeriGas Partners Common Units (“Common Units”). The remaining 73.7% interest in AmeriGas Partners comprises Common UnitsIDRs held by the public. The General Partner also holds incentive distribution rights that entitleprior to the AmeriGas Merger entitled it to receive distributions from AmeriGas Partners in excess of its 1% general partner interest under certain circumstances as further described in Note 14 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 (the “Company’s 2017 Annual Report”).circumstances. Incentive distributions received by the General Partner during the three months ended December 31, 20172018 were $11.3.

UGI International, through subsidiaries and 2016 were $11.3 and $10.4, respectively.

Our wholly owned subsidiary, UGI Enterprises, LLC, (“Enterprises”), through subsidiaries,affiliates, conducts (1) an LPG distribution business throughout much of Europe and (2) a natural gasan energy marketing business in France, Belgium, the Netherlands and the United Kingdom, and (3) a natural gas and electricity marketing business in the Netherlands.Kingdom. These businesses are conducted principally through our subsidiaries, UGI France, SAS, Flaga, GmbH (“Flaga”), AvantiGas, Limited, DVEP Investeringen B.V. (“DVEP”), and UniverGas Italia S.r.l. (“UniverGas”). We refer to our foreign operations collectively as “UGI International.”UniverGas.


UGI Energy Services LLC (“Energy Services, LLC”), a wholly owned subsidiary of Enterprises, conducts, directly and through subsidiaries, energy marketing, midstream transmission, liquefied natural gas (“LNG”),LNG storage, natural gas gathering and processing, natural gas production, electricity generation and energy services businesses primarily in the Mid-Atlantic region of the U.S. Energy Services, LLC’s wholly owned subsidiary, UGI Development Company (“UGID”), eastern Ohio and the panhandle of West Virginia. UGID owns all or a portion of electricity generation facilities principally located in Pennsylvania. A first-tier subsidiary of Enterprises also conducts heating, ventilation, air-conditioning, refrigeration and electrical contracting businesses in portions of eastern and central Pennsylvania (“HVAC”). Energy Services LLC and its subsidiaries’ storage, LNG and portions of its midstream transmission operations are subject to regulation by the Federal Energy Regulatory Commission (“FERC”). We refer to the businesses of Energy Services, LLC and its subsidiaries and HVAC as “Midstream & Marketing.”FERC.


UGI Utilities Inc. (“UGI Utilities”) conductsdirectly owns and operates Gas Utility, a natural gas distribution utility business (“Gas Utility”) directly and through its wholly owned subsidiaries, UGI Penn Natural Gas, Inc. (“PNG”) and UGI Central Penn Gas, Inc. (“CPG”). UGI Utilities, PNG and CPG own and operate natural gas distribution utilities in eastern and central Pennsylvania and in a portion of one1 Maryland county. UGI Utilities also owns and operates an electric distribution utility in northeastern Pennsylvania (“Electric Utility”). UGI Utilities’ natural gas distribution utility is referred to as “UGI Gas.” 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 one1 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. UGI Utilities is used herein as an abbreviated reference to UGI Utilities, Inc. or, collectively, UGI Utilities, Inc.PAPUC and its subsidiaries.the FERC.


Note 2 — Summary of Significant Accounting Policies


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

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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

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 data2019, Condensed Consolidated Balance Sheet was derived from audited financial statements but does not include all footnote disclosures required by accounting principles generally accepted infrom the United States of America (“GAAP”).annual financial statements.


These financial statements should be read in conjunction with the financial statements and related notes included in the Company’s 20172019 Annual 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.


Leases. Effective October 1, 2019, the Company adopted ASU No. 2016-02, "Leases," which, as amended, is included in ASC 842. This new accounting guidance supersedes previous lease accounting guidance in ASC 840 and requires entities that lease assets to recognize the assets and liabilities for the rights and obligations created by those leases on its balance sheet. The new guidance also requires additional disclosures about the amount, timing and uncertainty of cash flows from leases.


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

We adopted this new guidance using the modified retrospective transition method. Amounts and disclosures related to periods prior to October 1, 2019 have not been restated and continue to be reported in accordance with ASC 840. We elected to apply the following practical expedients in accordance with the guidance upon adoption:

Short-term leases: We did not recognize short-term leases (term of 12 months or less) on the balance sheet;
Easements: We did not re-evaluate existing land easements that were not previously accounted for as leases; and
Other: We did not reassess the classification of expired or existing contracts or determine whether they are or contain a lease. We also did not reassess whether initial direct costs qualify for capitalization under ASC 842.

Upon adoption, we recorded ROU assets and lease liabilities of $451.9 related to our operating leases. Our accounting for finance leases remained substantially unchanged. There were no cumulative effect adjustments made to opening retained earnings as of October 1, 2019. The adoption did not, and is not expected to, have a significant impact on our condensed consolidated statements of income or cash flows. See Note 9 for additional disclosures regarding our leases.
Equity Method Investments. We account for privately held equity securities of entities without readily determinable fair values in which we do not have control, but have significant influence over operating and financial policies, under the equity method. Our equity method investments are primarily comprised of PennEast and Pennant.
UGI PennEast, LLC and four other members comprising wholly owned subsidiaries of Southern Company, New Jersey Resources, South Jersey Industries, and Enbridge, Inc., each hold a 20% membership interest in PennEast. In September 2019, a panel of the U.S. Court of Appeals for the Third Circuit ruled that New Jersey’s Eleventh Amendment immunity barred PennEast from bringing an eminent domain lawsuit in federal court, under the Natural Gas Act, against New Jersey or its agencies. The Third Circuit subsequently denied PennEast’s petition for rehearing en banc.  In addition, in October 2019, in reliance on the Third Circuit ruling, the New Jersey Department of Environmental Protection rejected PennEast’s application for certain project permits. Following the Third Circuit denial of petition for rehearing, PennEast filed a petition for declaratory order with the FERC regarding interpretation of the Natural Gas Act; the FERC issued an order favorable to PennEast’s position on January 30, 2020. PennEast also expects to file a petition for a writ of certiorari to seek U.S. Supreme Court review of the Third Circuit decision.  The ultimate outcome of these matters cannot be determined at this time, and could result in delays, additional costs, or the inability to move forward with the project, resulting in an impairment of all or a portion of our investment in PennEast.

Restricted Cash.Restricted cash principally represents those cash balances in our commodity futures brokerage accounts that are restricted from withdrawal. The following table provides a reconciliation of the total cash, cash equivalents and restricted cash reported on the Condensed Consolidated Balance Sheets to the corresponding amounts reported on the Condensed Consolidated Statements of Cash Flows.
  Cash, Cash Equivalents and Restricted Cash
  December 31, 2019 December 31, 2018 September 30, 2019 September 30, 2018
Cash and cash equivalents $333.4
 $477.6
 $447.1
 $452.6
Restricted cash 95.8
 17.4
 63.7
 9.6
Cash, cash equivalents and restricted cash $429.2
 $495.0
 $510.8
 $462.2


Earnings Per Common Share.Basic earnings per share attributable to UGI Corporation stockholdersshareholders reflect the weighted-average number of common shares outstanding. Diluted earnings per share attributable to UGI Corporation include the effects of dilutive stock options and common stock awards.
 

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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

Shares used in computing basic and diluted earnings per share are as follows:
  Three Months Ended
December 31,
  2019 2018
Denominator (thousands of shares):    
Weighted-average common shares outstanding — basic (a) 209,439
 174,413
Incremental shares issuable for stock options and awards (b) 1,819
 3,153
Weighted-average common shares outstanding — diluted 211,258
 177,566
  Three Months Ended
December 31,
  2017 2016
Denominator (thousands of shares):    
Weighted-average common shares outstanding — basic 173,670
 173,512
Incremental shares issuable for stock options and awards (a) 3,278
 3,472
Weighted-average common shares outstanding — diluted 176,948
 176,984

(a)The three months ended December 31, 2019, reflects the August 2019 issuance of 34,613 shares of UGI Common Stock in connection with the AmeriGas Merger.
(b)For the three months ended December 31, 2017,2019 and 2018, there were 1463,499 and 30 shares, respectively, associated with outstanding stock option awards that were not included inexcluded from the computation of diluted earnings per share above because their effect was antidilutive. For the three months ended December 31, 2016, there were no such antidilutive shares.


Derivative 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.


Certain of our derivative instruments qualify and are designated and qualify as cash flow hedges and from time to time we also enter into net investment hedges. For cash flow hedges, changes in the fair values of the derivative 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. GainsWe do not designate our commodity and losses oncertain foreign currency derivative instruments as hedges under GAAP. Changes in the fair values of these derivative instruments are reflected in net investment hedges that relate to our foreign operations are included in AOCI until such foreign net investment is sold or liquidated. Unrealized gainsincome. Gains and losses on substantially all of the commodity derivative instruments used by UGI Utilities (for which NPNS has not been elected) are included in regulatory assets or liabilities because it is probable such gains or losses will be recoverable from, or refundable to, customers.

Beginning October 1, 2016, in order From time to reduce the volatility intime, we also enter into net income associated withinvestment hedges. Gains and losses on net investment hedges that relate to our foreign operations principally as a result of changesare included in the U.S. dollar exchange rate between the euro and British pound sterling, we have entered into forwardcumulative translation adjustment component of AOCI until such foreign currency exchange contracts. Because these contracts do not qualify for hedge accounting treatment, realized and unrealized gains and losses on these contracts are recorded in “(Losses) gains on foreign currency contracts, net” on the Condensed Consolidated Statements of Income.net investment is sold or liquidated.


Cash flows from derivative instruments, other than net investment hedges and certain cross-currency swaps if any, are included in cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Cash flows fromand net investment hedges, if any, are included in cash flows from investingoperating activities on the Condensed Consolidated Statements of Cash Flows. Cash flows from the interest portion of our cross-currency hedges, if any, are included in cash flowflows from operating activities while cash flows from the currency portion of such hedges, if any, are included in cash flowflows from financing activities.


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Cash flows from net investment hedges, if any, are included in cash flows from investing activities on the Condensed Consolidated Financial Statements of Cash Flows.
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


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 13.


Income Taxes. UGI’s consolidated effective income tax rate, defined as total income taxes as a percentage of income (loss) before income taxes, includes amountsBusiness Combination Purchase Price Allocations. From time to time, the Company enters into material business combinations. In accordance with accounting guidance associated with noncontrolling interests inbusiness combinations, the Partnership, which principally comprises AmeriGas Partnerspurchase price is allocated to the various assets acquired and AmeriGas OLP.  AmeriGas Partnersliabilities assumed at their estimated fair value as of the acquisition date. Fair values of assets acquired and AmeriGas OLPliabilities assumed are not directlybased upon available information. Estimating fair values is generally subject to federalsignificant judgment and assumptions and most commonly impacts property, plant and equipment and intangible assets, including those with indefinite lives. Generally, we have, under certain circumstances, up to one year from the acquisition date to finalize the purchase price allocation.

Other non-operating (expense) income, taxes. As a result, UGI’s consolidated effectivenet. Included in “Other non-operating (expense) income, tax rate is affected bynet,” on the amountCondensed Consolidated Statements of Income are net gains and losses on forward foreign currency contracts used to reduce volatility in net income (loss) beforeassociated with our foreign operations, and non-service income taxes attributable(expense) associated with our pension and other postretirement plans.


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to noncontrolling interestsCondensed Consolidated Financial Statements
(unaudited)
(Currency in the Partnership not subject to income taxes.millions, except per share amounts and where indicated otherwise)


See Note 5 for discussions regarding the December 22, 2017, enactment of the Tax Cuts and Jobs Act in the U.S. and changes in French tax laws.

Use of Estimates.The preparation of financial statements in accordance with GAAP 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 prior periodprior-period amounts have been reclassified to conform to the current-period presentation.


Note 3 — Accounting Changes

New Accounting Standards Not Yet Adopted in Fiscal 2020


Derivatives and Hedging. In August 2017, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update ("ASU")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 interim and annual periods beginning after December 15, 2018 (Fiscal 2020). Early adoption is permitted. For cash flow and net investment hedges as of the adoption date, the guidance requiresrequired a modified retrospective approach. The amended presentation and disclosure guidance was required prospectively. The Company adopted the new guidance effective October 1, 2019. The adoption did not have a material impact on our consolidated financial statements.

Leases. Effective October 1, 2019, the Company adopted new accounting guidance for leases in accordance with ASC 842. See Notes 2 and 9 for a detailed description of the impact of the new guidance and related disclosures.

Accounting Standards Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments. This ASU, as subsequently amended, requires entities to estimate lifetime expected credit losses for financial instruments not measured at fair value through net income, including trade and other receivables, net investments in leases, financial receivables, debt securities, and other financial instruments, which may result in earlier recognition of credit losses. Further, the new current expected credit loss model may affect how entities estimate their allowance for losses related to receivables that are current with respect to their payment terms. ASU 2016-13 is required only prospectively.effective for the Company for interim and annual periods beginning October 1, 2020 (Fiscal 2021). Early adoption is permitted. The Company is in the process of assessing the impact on its financial statements from the adoption of the new guidance.

Income Taxes. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU simplifies the accounting for income taxes by eliminating certain exceptions within the existing guidance for recognizing deferred taxes for equity method investments, performing intraperiod allocations and calculating income taxes in interim periods. Further, this ASU clarifies existing guidance related to, among other things, recognizing deferred taxes for goodwill and allocated taxes to members of a consolidated group. ASU 2019-12 is effective for the Company for interim and annual periods beginning October 1, 2021 (Fiscal 2022). Early adoption is permitted. 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.


Pension and Other Postretirement Benefit Costs. In March 2017,
Note 4 — Revenue from Contracts with Customers

The Company recognizes revenue when control of promised goods or services is transferred to our customers in an amount that reflects the FASB issued ASU No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” This ASU requires entitiesconsideration to disaggregate the service cost component from the other components of net periodic benefit costs and present it with compensation costswhich we expect to be entitled in exchange for related employeesthose goods or services. See Note 4 in the income statement. The other components are required to be presented elsewhere in the income statement and outside of operating income. The amendments in this ASU permit only the service cost component to be eligibleCompany’s 2019 Annual Report for capitalization when applicable. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017 (Fiscal 2019). The amendments in the ASU should generally be adoptedinformation on a retrospective basis. The Company is in the process of assessing the impact on its financial statementsour revenues from the adoption of the new guidance.contracts with customers.


Restricted Cash. In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows: Restricted Cash.” This ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are effective for interim and annual periods beginning after December 15, 2017 (Fiscal 2019). Early adoption is permitted. The amendments in the ASU are required to be adopted on a retrospective basis. 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 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 annual reporting periods beginning after December 15, 2018 (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. The Company is in the process of assessing


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Revenue Disaggregation
The following tables present our disaggregated revenues by reportable segment for the impact on its financial statementsthree months ended December 31, 2019 and 2018:
Three Months Ended December 31, 2019  Total  Eliminations  AmeriGas Propane  UGI International  Midstream & Marketing (a)  UGI Utilities (a)  Corporate & Other
Revenues from contracts with customers:              
Utility:              
Core Market:              
Residential $184.1
 $
 $
 $
 $
 $184.1
 $
Commercial & Industrial 67.9
 
 
 
 
 67.9
 
Large delivery service 41.3
 
 
 
 
 41.3
 
Off-system sales and capacity releases 16.4
 (14.1) 
 
 
 30.5
 
Other 4.4
 (0.6) 
 
 
 5.0
 
Total Utility 314.1
 (14.7) 
 
 
 328.8
 
Non-Utility:              
LPG:              
Retail 1,094.4
 
 631.2
 463.2
 
 
 
Wholesale 65.8
 
 22.0
 43.8
 
 
 
Energy Marketing 362.9
 (25.6) 
 123.9
 264.6
 
 
Midstream:              
Pipeline 43.2
 
 
 
 43.2
 
 
Peaking 3.9
 (37.7) 
 
 41.6
 
 
Other 1.8
 
 
 
 1.8
 
 
Electricity Generation 8.8
 
 
 
 8.8
 
 
Other 80.9
 (0.9) 59.2
 12.3
 10.3
 
 
Total Non-Utility 1,661.7
 (64.2) 712.4
 643.2
 370.3
 
 
Total revenues from contracts with customers 1,975.8
 (78.9) 712.4
 643.2
 370.3
 328.8
 
Other revenues (b) 30.8
 (0.8) 18.0
 8.2
 2.2
 0.5
 2.7
Total revenues $2,006.6
 $(79.7) $730.4
 $651.4
 $372.5
 $329.3
 $2.7


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

Three Months Ended December 31, 2018  Total  Eliminations  AmeriGas Propane  UGI International  Midstream & Marketing (a)  UGI Utilities (a)  Corporate & Other
Revenues from contracts with customers:              
Utility:              
Core Market:              
Residential $175.7
 $
 $
 $
 $
 $175.7
 $
Commercial & Industrial 67.6
 
 
 
 
 67.6
 
Large delivery service 39.5
 
 
 
 
 39.5
 
Off-system sales and capacity releases 15.2
 (22.9) 
 
 
 38.1
 
Other (c) 0.5
 (0.7) 
 
 
 1.2
 
Total Utility 298.5
 (23.6) 
 
 
 322.1
 
Non-Utility:              
LPG:              
Retail 1,229.7
 
 721.9
 507.8
 
 
 
Wholesale 60.0
 
 21.0
 39.0
 
 
 
Energy Marketing 468.9
 (47.5) 
 143.1
 373.3
 
 
Midstream:              
Pipeline 19.4
 
 
 
 19.4
 
 
Peaking 2.0
 (38.7) 
 
 40.7
 
 
Other 1.0
 
 
 
 1.0
 
 
Electricity Generation 11.7
 
 
 
 11.7
 
 
Other 84.0
 (0.7) 60.6
 12.4
 11.7
 
 
Total Non-Utility 1,876.7
 (86.9) 803.5
 702.3
 457.8
 
 
Total revenues from contracts with customers 2,175.2
 (110.5) 803.5
 702.3
 457.8
 322.1
 
Other revenues (b) 25.0
 (1.1) 16.7
 8.4
 1.6
 0.6
 (1.2)
Total revenues $2,200.2
 $(111.6) $820.2
 $710.7
 $459.4
 $322.7
 $(1.2)

(a)Includes intersegment revenues principally among Midstream & Marketing, UGI Utilities and AmeriGas Propane.
(b)Primarily represents revenues from tank rentals at AmeriGas Propane and UGI International, revenues from certain gathering assets at Midstream & Marketing, and gains and losses on commodity derivative instruments not associated with current-period transactions reflected in Corporate & Other, none of which are within the scope of ASC 606 and are accounted for in accordance with other GAAP.
(c)UGI Utilities includes an unallocated negative surcharge revenue reduction of $(4.1) for the three months ended December 31, 2018 as a result of a PAPUC Order issued May 17, 2018, related to the TCJA.

Contract Balances
The timing of revenue recognition may differ from the adoptiontiming of invoicing to customers or cash receipts. Contract assets represent our right to consideration after the new guidanceperformance obligations have been satisfied when such right is conditioned on something other than the passage of time. Contract assets were not material for all periods presented. Substantially all of our receivables are unconditional rights to consideration and determining the periodare included in which the new guidance will be adopted but anticipates an increase“Accounts receivable” and, in the recognitioncase of right-of-use assetsUGI Utilities, “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 lease liabilities.

Revenue Recognition. In May 2014,represent the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” (“ASU 2014-09”) The guidance provided under this ASU, as amended, supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) No. 605, “Revenue Recognition,” and most industry-specific guidance included in the ASC. ASU 2014-09 requires that an entity recognize revenueCompany’s obligations to depict the transfer of promised goods or services to customersa customer for which we have received consideration. The balances of contract liabilities were $93.1, $114.1 and $94.0 at December 31, 2019, September 30, 2019 and December 31, 2018, respectively, and are included in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets. Revenue recognized for the three months ended December 31, 2019 and 2018, from the amount included in contract liabilities at September 30, 2019 and 2018, was $61.0 and $58.1, respectively.

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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


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 certain performance obligations that are unsatisfied as of the end of the reporting period because these contracts have an initial expected term of one year or less, or we have a right to bill the customer in an amount that reflectscorresponds directly with the value of services provided to the customer to date. Certain contracts with customers at Midstream & Marketing and UGI Utilities contain minimum future performance obligations through 2047 and 2053, respectively. At December 31, 2019, Midstream & Marketing and UGI Utilities expect to record approximately $2.0 billion and $0.2 billion of revenues, respectively, related to the minimum future performance obligations over the remaining terms of the related contracts.
Note 5 — CMG Acquisition

On August 1, 2019, UGI through its wholly owned indirect subsidiary, Energy Services, completed the CMG Acquisition in which Energy Services acquired all of the equity interests in CMG and CMG’s approximately 47% interest in Pennant, for total cash consideration of $1,284.4, subject to whichfinal working capital and other adjustments. The CMG Acquisition was consummated pursuant to the entity expects to be entitledCMG Acquisition Agreements. CMG and Pennant provide natural gas gathering and processing services through five discrete systems located in exchange for those goods or services.western Pennsylvania, eastern Ohio and the panhandle of West Virginia. The new guidanceCMG Acquisition is effective forconsistent with our growth strategies, including expanding our midstream natural gas gathering and processing assets within the Company for interimMarcellus and annual periods beginning after December 15, 2017 (Fiscal 2019)Utica Shale production regions. The CMG Acquisition was funded with cash from borrowings under the Energy Services Term Loan and allows for either full retrospective adoption or modified retrospective adoption.the UGI Corporation Senior Credit Facility and cash on hand.


The Company has accounted for the CMG Acquisition using the acquisition method. At December 31, 2019, the allocation of the purchase price is substantially complete but remains preliminary pending the completion of our third-party valuation report and with regard to the identification and resolution of certain pre-acquisition contingencies and disputes. These amounts are preliminary pending the receipt of additional information. The purchase price allocation will be finalized once these items have been resolved. Accordingly, the fair value estimates presented below relating to these items are subject to change within the measurement period not to exceed one year from the date of acquisition.

The components of the preliminary CMG purchase price allocations are as follows:
Assets acquired: 
Cash$0.3
Accounts receivable11.3
Prepaid expenses and other current assets1.1
Property, plant and equipment613.2
Investment in Pennant88.0
Intangible assets (a)250.0
Total assets acquired$963.9
  
Liabilities assumed: 
Accounts payable3.3
Other noncurrent liabilities0.1
Total liabilities assumed$3.4
Goodwill323.9
Net consideration transferred (including preliminary working capital adjustments)$1,284.4

(a)Represents customer relationships having an average amortization period of 35 years.
We allocated the purchase price of the acquisition to identifiable intangible assets and property, plant and equipment based on estimated fair values as follows:

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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

Customer relationships were valued using a multi-period, excess earnings method. Key assumptions used in this method include discount rates, growth rates and cash flow projections. These assumptions are most sensitive and susceptible to change as they require significant management judgment; and
Property, plant and equipment were valued based on estimated fair values primarily using depreciated replacement cost and market value methods.
The excess of the purchase price for the CMG Acquisition over the preliminary fair values of the assets acquired and liabilities assumed has been reflected as goodwill, assigned to the Midstream & Marketing reportable segment, and results principally from anticipated future capital investment opportunities and value creation resulting from new natural gas processing assets in the process of analyzingMarcellus and Utica Shale production regions. The goodwill recognized from the CMG Acquisition is deductible for income tax purposes.
The impact of the new guidance using an integrated approach which includes evaluating differences inCMG Acquisition on a pro forma basis as if the amount and timing of revenue recognition from applying the requirements of the new guidance, reviewing its accounting policies and practices, and assessing the need for changes to its processes, accounting systems and design 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 effect of the adoption of the new guidance. Although the Company has not completed its assessment of the impact of the new guidance, the Company does not expect its adoption will have a material impactCMG Acquisition had occurred 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 by UGI Utilities.

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 respect2018 was not material to the transition method that it will use will depend uponCompany’s consolidated results for the completion of the Company’s analysis including confirming its preliminary conclusion that the adoption of the new guidance will not have a material impact on its consolidated financial statements.three months ended December 31, 2018.


Note 46 — Inventories


Inventories comprise the following:
  December 31,
2019
 September 30,
2019
 December 31,
2018
Non-utility LPG and natural gas $163.7
 $150.2
 $206.7
Gas Utility natural gas 24.3
 26.6
 34.9
Materials, supplies and other 59.5
 53.1
 52.1
Total inventories $247.5
 $229.9
 $293.7

  December 31,
2017
 September 30,
2017
 December 31,
2016
Non-utility LPG and natural gas $216.4
 $188.4
 $150.9
Gas Utility natural gas 34.6
 39.5
 25.8
Materials, supplies and other 56.3
 50.7
 51.5
Total inventories $307.3
 $278.6
 $228.2


At December 31, 2017,2019, UGI Utilities was a party to five3 principal storage contract administrative agreements (“SCAAs”) which haveSCAAs with terms of up to three years. Pursuant to the SCAAs, UGI Utilities has, among other things, released certain natural gas storage and transportation contracts for the terms of the SCAAs. UGI Utilities also transferred certain associated natural gas 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.


As of December 31, 2017,2019 and September 30, 2019, all of UGI Utilities hadUtilities’ SCAAs were with Energy Services, LLC, the effects of which are eliminated in consolidation, and with a non-affiliate.consolidation. The carrying value of gas storage inventories released under the SCAAs with the non-affiliatenon-affiliates at December 31, 2017, September 30, 2017 and December 31, 2016,2018 comprising 1.8 billion cubic feet (“bcf”), 2.3 bcf and 1.9 bcf of natural gas was $5.1, $6.7 and $4.8, respectively.$4.6.




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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Note 5 — Income Tax Reform

U.S. Tax Reform

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law. Among the significant changes resulting from the law, the TCJA reduces the U.S. federal income tax rate from 35% to 21% effective January 1, 2018, creates a territorial tax system with a one-time mandatory “toll tax” on previously unrepatriated foreign earnings, and allows for immediate capital expensing of certain qualified property. It also applies restrictions on the deductibility of interest expense, eliminates bonus depreciation for regulated utilities and applies a broader application of compensation limitations.
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 months ended December 31, 2017, contain provisional estimates of the impact of the TCJA. These amounts are considered provisional because they use estimates for which tax returns have not yet been filed and because estimated amounts may be impacted by future regulatory and accounting guidance if and when issued. We will adjust these provisional amounts as further information becomes available and as we refine our calculations. As permitted by recent guidance issued by the SEC, these adjustments will occur during a reasonable “measurement period” not to exceed twelve months from the date of enactment.
As a result, during the three months ended December 31, 2017, we reduced our net deferred income tax liabilities by $383.8 due to the remeasuring of our existing federal deferred income tax assets and liabilities as of the date of the enactment. Because part of the reduction to our net deferred income taxes relates to UGI Utilities’ regulated utility plant assets as further described below, most of UGI Utilities’ reduction in deferred income taxes is not being recognized immediately in income tax expense.
Discrete deferred income tax adjustments recorded during the three months ended December 31, 2017, which reduced income tax expense, totaled $166.0 (equal to $0.96 per basic share and $0.94 per diluted share) and consisted primarily of the following items:
(1)a $180.3 reduction in net deferred tax liabilities in the U.S from the reduction of the U.S. tax rate;
(2)the establishment of $12.6 of valuation allowances related to deferred tax assets impacted by U.S. tax law changes; and
(3)a $1.7 “toll tax” on un-repatriated foreign earnings.

In order for UGI Utilities’ regulated utility plant assets to continue to be eligible for accelerated tax depreciation, current law requires that excess deferred income taxes be amortized no more rapidly than over the remaining lives of the assets that gave rise to the excess deferred income taxes. At December 31, 2017, UGI Utilities has recorded a regulatory liability of $216.1 associated with excess deferred federal income taxes related to its 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 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 7 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%. 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 year 2018. For the three months ended December 31, 2017, the effects of the tax law changes on current-period results (excluding the one-time impacts described above) decreased income tax expense, and increased net income attributable to UGI, by approximately by $20.4. Regarding UGI Utilities, 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.
Changes in French Corporate Income Tax Rates

In December 2017, the French Parliament approved the Finance Bill for 2018 and the second amended Finance Bill for 2017 (collectively, the “December 2017 French Finance Bills”). One impact of the December 2017 French Finance Bills is an increase in the Fiscal 2018 corporate income tax rate in France to 39.4% from 34.4% previously. The December 2017 French Finance Bills also include measures to reduce the corporate income tax rate to 25.8% effective for fiscal years starting after January 1, 2022 (Fiscal 2023). As a result of the future corporate income tax rate reduction effective in Fiscal 2023, during the three months ended December 31, 2017, the Company reduced its net French deferred income tax liabilities and recognized an estimated deferred tax

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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

benefit of $17.3 (equal to $0.10 per basic and diluted share). The estimated annual effective income tax rate used in determining income taxes for the three months ended December 31, 2017, reflects the impact of the single year Fiscal 2018 income tax rate as a result of the December 2017 French Finance Bills. The impact of the single year rate change increased income tax expense for the three months ended December 31, 2017, by $3.9.
In December 2016, the French Parliament approved the Finance Bill for 2017 and amended the Finance Bill for 2016 (collectively, the “December 2016 French Finance Bills”). The December 2016 French Finance Bills, among other things, will reduce UGI France’s corporate income tax rate from the then-current 34.4% to 28.9%, effective for fiscal years starting after January 1, 2020 (Fiscal 2021). As a result of this future income tax rate reduction, during the three months ended December 31, 2016, the Company reduced its net French deferred income tax liabilities and recognized an estimated deferred tax benefit of $27.4 (equal to $0.15 per basic and diluted share).

Note 6 — Goodwill and Intangible Assets


Goodwill and intangible assets comprise the following:
  December 31,
2019
 September 30,
2019
 December 31,
2018
Goodwill $3,482.9
 $3,456.4
 $3,154.8
Intangible assets:      
Customer relationships $1,054.9
 $1,038.4
 $795.4
Trademarks and tradenames 16.4
 16.2
 7.9
Noncompete agreements and other 54.8
 46.4
 57.6
Accumulated amortization (473.5) (441.8) (405.4)
Intangible assets, net (definite-lived) 652.6
 659.2
 455.5
Trademarks and tradenames (indefinite-lived) 50.8
 49.4
 49.7
Total intangible assets, net $703.4
 $708.6
 $505.2

  December 31,
2017
 September 30,
2017
 December 31,
2016
Goodwill (not subject to amortization) $3,185.5
 $3,107.2
 $2,935.8
Intangible assets:      
Customer relationships, noncompete agreements and other $862.0
 $817.8
 $759.4
Accumulated amortization (355.0) (340.2) (329.0)
Intangible assets, net (definite-lived) 507.0
 477.6
 430.4
Trademarks and tradenames (indefinite-lived) 134.9
 134.1
 128.5
Total intangible assets, net $641.9
 $611.7
 $558.9

The changeschange in goodwill and intangible assets aresince September 30, 2019 is primarily due to acquisitions and the effects of foreign currency translation. Amortization expense of intangible assets was $14.8$16.8 and $12.5$14.6 for the three months ended December 31, 20172019 and 2016,2018, respectively. Amortization expense included in “Cost of sales” on the Condensed Consolidated Statements of Income was not material. The estimated aggregate amortization expense of intangible assets for the remainder of Fiscal 20182020 and for the next four fiscal years is as follows: remainder of Fiscal 2018 — $42.8; Fiscal 2019 — $55.1; Fiscal 2020 — $53.7;$48.7; Fiscal 2021 — $51.9;$61.8; Fiscal 2022 — $50.2.$58.8; Fiscal 2023 — $57.3; Fiscal 2024 — $56.1.



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Note 8 — Utility 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 9 in the Company’s 2019 Annual Report. Other than removal costs, UGI Utilities currently does not recover a rate of return on its regulatory assets listed below. The following regulatory assets and liabilities associated with UGI Utilities are included on the Condensed Consolidated Balance Sheets:
  December 31,
2019
 September 30,
2019
 December 31,
2018
Regulatory assets:      
Income taxes recoverable $121.2
 $115.2
 $115.2
Underfunded pension and postretirement plans 175.2
 178.6
 85.3
Environmental costs 57.5
 59.5
 58.5
Removal costs, net 26.7
 28.3
 31.3
Other 9.9
 14.0
 8.5
Total regulatory assets $390.5
 $395.6
 $298.8
Regulatory liabilities (a):      
Postretirement benefit overcollections $14.1
 $14.5
 $17.3
Deferred fuel and power refunds 6.3
 6.1
 22.2
State tax benefits — distribution system repairs 26.3
 25.0
 23.5
PAPUC Temporary Rates Order 25.0
 31.3
 24.8
Excess federal deferred income taxes 278.1
 279.5
 280.9
Other 1.4
 2.4
 4.8
Total regulatory liabilities $351.2
 $358.8
 $373.5

(a)
Regulatory liabilities are included in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Note 7 — Utility 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 8 in the Company’s 2017 Annual Report. Other than removal costs, UGI Utilities currently does not recover a rate of return on its regulatory assets. The following regulatory assets and liabilities associated with UGI Utilities are included in our accompanying condensed consolidated balance sheets:
  December 31,
2017
 September 30,
2017
 December 31,
2016
Regulatory assets:      
Income taxes recoverable $126.5
 $121.4
 $117.8
Underfunded pension and postretirement plans 138.3
 141.3
 179.4
Environmental costs 60.8
 61.6
 61.4
Deferred fuel and power costs 0.1
 7.7
 
Removal costs, net 31.4
 31.0
 27.1
Other 5.7
 5.9
 7.2
Total regulatory assets $362.8
 $368.9
 $392.9
Regulatory liabilities (a):      
Postretirement benefits $17.3
 $17.5
 $17.3
Deferred fuel and power refunds 12.7
 10.6
 23.8
State tax benefits — distribution system repairs 19.1
 18.4
 15.6
Excess federal deferred income taxes (b) 303.9
 
 
Other 4.5
 2.7
 2.0
Total regulatory liabilities $357.5
 $49.2
 $58.7
(a)
Regulatory liabilities are recorded in “Other current liabilities” and “Other noncurrent liabilities” on the Condensed Consolidated Balance Sheets.
(b)Balance at December 31, 2017, comprises excess deferred federal 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 December 31, 2017,2019, September 30, 20172019 and December 31, 20162018 were $(1.7)$(2.9), $0.1$(2.2) and $6.9,$0.8, respectively.


InOther Regulatory Matters

Base Rate Filings. On January 28, 2020, Gas Utility filed a request with the PAPUC to increase its base operating revenues for residential, commercial and industrial customers by $74.6 annually. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable natural gas service and to continue funding programs designed to promote and reward customers’ efforts to increase efficient use of natural gas. Gas Utility requested that the new gas rates become effective March 28, 2020. However, the PAPUC typically suspends the effective date for general base rate proceedings for a period not to exceed nine months after the filing date to allow for investigation and public hearings. UGI Utilities cannot predict the timing or the ultimate outcome of the rate case review process.

On January 28, 2019, Gas Utility filed a rate request with the PAPUC to increase the base operating revenues for residential, commercial, and industrial customers throughout its Pennsylvania service territory by an aggregate $71.1. On October 4, 2019, the PAPUC issued a final Order approving a settlement that permits Gas Utility, effective October 11, 2019, to increase its base distribution revenues by $30.0 under a single consolidated tariff, approved a plan for uniform class rates, and permits Gas Utility to extend its Energy Efficiency and Conservation and Growth Extension Tariff programs by an additional term of five years. The PAPUC’s final Order approved a negative surcharge, to return to customers $24.0 of tax benefits experienced by Gas Utility over the period January 1, 2018 to June 30, 2018, plus applicable interest, in accordance with the May 17, 2018 PAPUC Order, which became effective for a twelve-month period beginning on October 11, 2019, the effective date of Gas Utility’s new base rates.

On October 25, 2018, the PAPUC approved a final order to reduce volatilityproviding for a $3.2 annual base distribution rate increase for Electric Utility, effective October 27, 2018. As part of the final PAPUC Order, Electric Utility provided customers with a one-time $0.2 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 UGI Utilities’ use of a substantial portionfully projected future test year and handling of consolidated federal income tax benefits. On January 15, 2020, the Pennsylvania Commonwealth Court affirmed the PAPUC Order adopting UGI Utilities’ position on both issues. The Office of Consumer Advocate has the right to seek an appeal of the Pennsylvania Commonwealth Court Order to the Pennsylvania Supreme Court.

Note 9 — Leases

Lessee

We lease various buildings and other facilities, real estate, vehicles, rail cars and other equipment, the majority of which are operating leases. We determine if a contract is or contains a lease by evaluating whether the contract explicitly or implicitly identifies an asset, whether we have the right to obtain substantially all of the economic benefits of the identified leased asset and to direct its electric transmission congestionuse.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We recognize ROU assets at the lease commencement date at the value of the lease liability adjusted for any prepayments, lease incentives received, and initial direct costs Electric Utility obtains financial transmission rights (“FTRs”). FTRsincurred. Lease liabilities are derivative instruments that entitlerecognized at the holder to receive compensation for electricity transmission congestion charges when there is insufficient electricity transmission capacitylease commencement date based on the electric transmission grid. Because Electric Utility is entitled 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.

Excess federal deferred income taxes. This regulatory liability is the resultpresent value 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). 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 be amortized no more rapidly thanlease payments over the remaining liveslease term. These payments are discounted using the discount rate implicit in the lease, when available. We apply an incremental borrowing rate, which is developed utilizing a credit notching approach based on information available at the lease commencement date, to substantially all of our leases as the assets that gave rise to the excess federal deferred income taxes,implicit rate is often not available.



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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


ranging from 1 year to approximately 65 years. This regulatory liability has been increased to reflectLease expense is recognized on a straight-line basis over the tax benefit generated byexpected lease term. Renewal and termination options are not included in the amortization of the excess deferred federal income taxes. This regulatory liabilitylease term unless we are reasonably certain that such options will be amortized and credited to tax expense.
Other Regulatory Matters

Base Rate Filings. On January 26, 2018, Electric Utility filed a rate request with the PUC to increase its annual base distribution revenues by $9.2. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable electric service. Electric Utility requested that 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 PUC approved a previously filed Joint Petition for Approval of Settlement of all issues providing for an $11.3 annual base distribution rate increase for PNG. 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 $27.0 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 8 — Energy Services Accounts Receivable Securitization Facility

Energy Services, LLC has an accounts receivable securitization facility (“Receivables Facility”)exercised. Leases with an issueroriginal lease term of receivables-backed commercial paper currently scheduledone year or less, including consideration of any renewal options assumed to expirebe exercised, are not included in October 2018. The Receivables Facility, as amended, provides Energy Services, LLC with the ability to borrow up to $150 of eligible receivables during the period November to April and up to $75 of eligible receivables during the period May to October. Energy Services, LLC uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

Under the Receivables Facility, Energy Services, LLC transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, Energy Services Funding Corporation (“ESFC”), which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time, sell an undivided interest in some or all of the receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Condensed Consolidated Balance Sheets. ESFC was created and has been structured

Certain lease arrangements, primarily fleet vehicle leases with lease terms of one to isolate its assets from creditors of Energy Services, LLC and its affiliates, including UGI. Trade receivables sold to the bank remain on Energy Services LLC’s balance sheet and Energy Services, LLC reflects a liability equal to the amount advanced by the bank.ten years, contain purchase options. The Company records interest expense on amounts owed togenerally excludes purchase options in evaluating its leases unless it is reasonably certain that such options will be exercised. Additionally, leases of fleet vehicles often contain residual value guarantees that are due at the bank. Energy Services, LLC continues to service, administer and collect trade receivables on behalfend of the bank, as applicable. Losses on sales of receivables to the bank during the three months ended December 31, 2017 and 2016, whichlease. Such amounts are included in “Interest expense”the determination of lease liabilities when we are reasonably certain that they will be owed.

Certain leasing arrangements require variable payments that are dependent on asset usage or are based on changes in index rates, such as the Consumer Price Index. The variable payments component of such leases cannot be determined at lease commencement and is not recognized in the measurement of ROU assets or lease liabilities, but is recognized in earnings in the period in which the obligation occurs.

ROU assets and lease liabilities recorded in the Condensed Consolidated StatementsBalance Sheet are as follows:
 December 31, 2019 Location on the Balance Sheet
ROU assets:   
Operating lease ROU assets$429.6
 Other assets
Finance lease ROU assets55.3
 Property, plant and equipment
Total ROU assets$484.9
  
    
Lease liabilities:   
Operating lease liabilities - current$85.5
 Other current liabilities
Operating lease liabilities - noncurrent344.1
 Other noncurrent liabilities
Finance lease liabilities - current6.4
 Current maturities of long-term debt
Finance lease liabilities - noncurrent42.2
 Long-term debt
Total lease liabilities$478.2
  


The components of Income, were not material.


lease cost are as follows:
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 Three Months Ended December 31, 2019
Operating lease cost$25.6
Finance lease cost: 
Amortization of ROU assets1.6
Interest on lease liabilities0.5
Variable lease cost1.4
Short-term lease cost1.0
Total lease cost$30.1


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Information regarding the trade receivables transferred to ESFC and the amounts sold to the bank for the three months ended December 31, 2017 and 2016, as well as the balance of ESFC trade receivables at December 31, 2017, September 30, 2017 and December 31, 2016, is as follows:
  Three Months Ended December 31,
  2017 2016
Trade receivables transferred to ESFC during the period $270.6
 $246.4
ESFC trade receivables sold to the bank during the period $48.0
 $66.0

  December 31, 2017 September 30, 2017 December 31, 2016
ESFC trade receivables — end of period (a) $101.0
 $44.8
 $81.4
(a)At December 31, 2017, September 30, 2017 and December 31, 2016, the amounts of ESFC trade receivables sold to the bank were $45.0, $39.0, and $35.0, respectively, and are reflected as “Short-term borrowings” on the Condensed Consolidated Balance Sheets.

Note 9 — Debt

AmeriGas Propane.In December 2017, AmeriGas Partners entered into the Second Amended and Restated Credit Agreement (“AmeriGas Credit Agreement”) with a group of banks. The AmeriGas Credit Agreement amends and restates a previous credit agreement. The AmeriGas Credit Agreement provides for borrowings up to $600 (including a $150 sublimit for letters of credit) and expires in December 2022. The AmeriGas Credit Agreement permits AmeriGas to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a one-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the AmeriGas Credit Agreement, plus a margin. Under the AmeriGas Credit Agreement, the applicable margin on base rate borrowings ranges from 0.50% to 1.75%; the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.75%; and the facility fee ranges from 0.30% to 0.50%. The aforementioned margins and facility fees are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the AmeriGas Credit Agreement).

In December 2016, the Partnership recognized a pre-tax loss of $33.2 in connection with the early repayment of a portion of AmeriGas Partners’ 7.00% Senior Notes. This loss is reflected in “Loss on extinguishments of debt” on the Condensed Consolidated Statements of Income for the three months ended December 31, 2016.

UGI International. In December 2017, UGI International, LLC, a wholly owned subsidiary of UGI, entered into a secured multicurrency revolving facility agreement (the "UGI International Credit Agreement") with a group of banks providing for borrowings up to €300. The UGI International Credit Agreement is scheduled to expire in April 2020. Under the UGI International Credit Agreement, UGI International, LLC may borrow in euros or U.S. dollars. Loans made in euros will bear interest at the associated euribor rate plus a margin ranging from 1.45% to 2.35%. Loans made in U.S. dollars will bear interest at LIBOR plus a margin ranging from 1.70% to 2.60%. The aforementioned margins are dependent upon certain indebtedness at UGI International, LLC. The UGI International Credit Agreement requires UGI International, LLC not to exceed a ratio of total indebtedness to EBITDA, as defined, of 3.50 to 1.00.

Also in December 2017, Flaga repaid $9.2 of the outstanding principal amount of its then-existing $59.1 U.S. dollar denominated variable-rate term loan due September 2018. Concurrently, Flaga entered into an amendment to the aforementioned term loan, which amends and restates the previous agreement to provide for a principal balance of $49.9 and extends the maturity of the term loan to April 2020 (“Flaga Term Loan”). The outstanding principal bears interest at the one-month LIBOR rate plus a margin of 1.125%. Flaga has effectively fixed the LIBOR component of the interest rate, and has effectively fixed the U.S. dollar value of the interest and principal payments payable under the Flaga Term Loan, by entering into a cross-currency swap arrangement with a bank. Because a portion offollowing table presents the cash flowsand non-cash activity related to the Flaga Term Loan were with the same bank, such cash flows have been reflected “net”lease liabilities included in the financing activities section of the Condensed Consolidated Statement of Cash Flows.

UGI Utilities.In October 2017, UGI Utilities entered into a $125 unsecured variable-rate term loan agreement (the “Utilities Term Loan”) with a group of banks which initially matures on October 30, 2018. Such maturity will be automatically extended to

Flows occurring during the period:
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 Three Months Ended December 31, 2019
Cash paid related to lease liabilities: 
Operating cash flows from operating leases$25.5
Operating cash flows from finance leases$0.5
Financing cash flows from finance leases$1.0
  
Non-cash lease liability activities: 
ROU assets obtained in exchange for operating lease liabilities$451.9
ROU assets obtained in exchange for finance lease liabilities$21.5

The following table presents the weighted-average remaining lease term and weighted-average discount rate as of December 31, 2019:
Weighted-average remaining lease termIn years
Operating leases6.3
Finance leases2.5
Weighted-average discount rate%
Operating leases3.9%
Finance leases2.0%


Expected annual lease payments based on maturities of operating and finance leases, as well as a reconciliation to the lease liabilities on the Condensed Consolidated Balance Sheet, as of December 31, 2019, were as follows:
 Remainder of Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 After Fiscal 2024 Total Lease Payments Imputed Interest Lease Liabilities
Operating leases:$75.4
 $89.8
 $74.6
 $66.3
 $56.1
 $126.5
 $488.7
 $(59.1) $429.6
Finance leases:$4.6
 $5.1
 $4.1
 $3.4
 $3.1
 $85.9
 $106.2
 $(57.6) $48.6

Approximately 85% of the operating lease liabilities presented above relates to AmeriGas Propane.

At December 31, 2019, operating and finance leases that had not yet commenced were insignificant.

Disclosures related to periods prior to adoption of ASC 842

As discussed above, the Company adopted ASC 842 effective October 1, 2019, using a modified retrospective approach. As required, the following disclosure is provided for periods prior to adoption. The Company’s future minimum payments under non-cancelable operating leases at September 30, 2019, which were accounted for under ASC 840, were as follows:
  Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 
After
Fiscal
2024
Total $100.4
 $85.9
 $71.0
 $61.7
 $53.6
 $139.2


Lessor

We enter into lessor arrangements for the purposes of storing, gathering or distributing natural gas and propane. AmeriGas Propane and UGI International have lessor arrangements that grant customers the right to use small, medium and large storage tanks, which

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


October 30, 2022, afterwe classify as operating leases. These agreements contain renewal options for periods up to nine years and certain agreements at UGI Utilities receivesInternational contain a securities certificate frompurchase option. Energy Services leases certain natural gas gathering assets to customers, which we classify as operating leases. Lease income is generally recognized on a straight-line basis over the PUC authorizing issuance of the securitylease term and upon delivery of such certificate to the agent. Proceeds from the Utilities Term Loan were used to repay revolving credit balances and for general corporate purposes. The outstanding principal amount of the Utilities Term Loan is payableincluded in equal quarterly installments of $1.6 with the balance of the principal being due and payable in full“Revenues” on the maturity date. Under the Utilities 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 Utilities 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 received a securities certificate from the PUC authorizing the extension of the maturity date to October 30, 2022, the Utilities Term Loan has been reflected in “Current maturities of long-term debt” on the December 31, 2017, Condensed Consolidated Balance Sheet.Statement of Income (see Note 4).


Note 10 — Commitments and Contingencies
UGI Standby Commitment to Purchase AmeriGas Partners Class B Common Units
On November 7, 2017, UGI entered into a Standby Equity Commitment Agreement (the “Commitment Agreement”) with AmeriGas Partners and AmeriGas Propane, Inc. Under the terms of the Commitment Agreement, UGI has committed to make up to $225 of capital contributions to the Partnership through July 1, 2019 (the “Commitment Period”). UGI’s capital contributions may be made from time to time during the Commitment Period upon request of the Partnership. There have been no capital contributions made to the Partnership under the Commitment Agreement.
In consideration for any capital contributions made pursuant to the Commitment Agreement, the Partnership will issue to UGI or a wholly owned subsidiary new Class B Common Units representing limited partner interests in the Partnership (“Class B Units”). The Class B Units will be issued at a price per unit equal to the 20-day volume-weighted average price of AmeriGas Partners Common Units prior to the date of the Partnership’s related capital call. The Class B Units will be entitled to cumulative quarterly distributions at a rate equal to the annualized Common Unit yield at the time of the applicable capital call, plus 130 basis points. The Partnership may choose to make the distributions in cash or in the form of additional Class B Units. While outstanding, the Class B Units will not be subject to any incentive distributions from the Partnership.
At any time after five years from the initial issuance of the Class B Units, holders may elect to convert all or any portion of the Class B Units they own into Common Units on a one-for-one basis, and at any time after six years from the initial issuance of the Class B Units, the Partnership may elect to convert all or any portion of the Class B Units into Common Units if (i) the closing trading price of the Common Units is greater than 110% of the applicable purchase price for the Class B Units and (ii) the Common Units are listed or admitted for trading on a National Securities Exchange. Upon certain events involving a change of control and immediately prior to a liquidation or winding up of the Partnership, the Class B Units will automatically convert into Common Units on a one-for-one basis.


Environmental Matters


UGI Utilities


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 Gasgas and Electric Utility.electric operations. Beginning in 2006 and 2008, UGI Utilities also has twoowned and operated 2 acquired subsidiaries (CPG and PNG), 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

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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currencythe three COAs, in millions, except per share amounts and where indicated otherwise)

gas wells.the aggregate, is $5.4. The COA environmental costs capsthree COAs are $2.5, $1.8, and $1.1, for UGI Utilities, CPG and PNG, respectively. The COAs for UGI Utilities, CPG and PNG arecurrently scheduled to terminate at the end of 2031, 2018,2020 and 2019, respectively.2020. At December 31, 2017,2019, September 30, 20172019 and December 31, 2016,2018, our aggregate estimated accrued liabilities for environmental investigation and remediation costs related to the COAs for UGI Utilities, CPGtotaled $49.5, $50.4 and PNG totaled $53.4, $54.3 and $55.3,$50.5, respectively. UGI Utilities, CPG and PNG have recorded associated regulatory assets for these costs because recovery of these costs from customers is probable (see Note 7).


We do not expect the costs for investigation and remediation of hazardous substances at Pennsylvania MGP sites to be material to UGI Utilities’ 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. As such, UGI Utilities has recorded an associated regulatory asset for these costs because recovery of these costs from customers is probable (see Note 8).


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 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 December 31, 2017, September 30, 2017 and December 31, 2016, neitherNeither the undiscounted nor the accrued liability for environmental investigation and cleanup costs for UGI Utilities’ MGP sites outside of Pennsylvania was material.material for all periods presented.


AmeriGas Propane


AmeriGas OLP Saranac Lake. By letter dated March 6,In 2008, the New York State Department of Environmental Conservation (“DEC”)NYDEC notified AmeriGas OLP that the DECNYDEC had placed property purportedly owned by AmeriGas OLP in Saranac Lake, New York on the New York State Registry of Inactive Hazardous Waste Disposal Sites. A site characterization study performed by the DECNYDEC disclosed contamination related to a former MGP. At that time, AmeriGas OLP reviewed the study and researched the history of the site, including the extent of AmeriGas OLP’s ownership. In its written responseresponded to the DECNYDEC in early 2009 AmeriGas OLP disputed DEC’sto dispute the contention it was a potentially responsible party (“PRP”)PRP as it did not operate the MGP and appeared to only own a portion of the site. The DEC did not respond to the 2009 communication. In March 2017, the DECNYDEC communicated to AmeriGas OLP that the DECNYDEC had previously issued three Records of Decision (“RODs”)3 RODs related to remediation of the site totaling approximately $27.7 and requested additional information regarding AmeriGas OLP’s

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

purported ownership. The selected remedies identified in the RODs total approximately $27.7. To AmeriGas OLP’s knowledge, the DEC has not yet commenced implementation of the remediation plan but remediation is currently expected to commence in 2018. AmeriGas OLP responded to the DEC’s March 2017 request for ownership information, renewingrenewed its challenge to designation as a PRP and identifyingidentified potential defenses. In October 2017, the DECThe NYDEC subsequently identified a third party PRP with respect to the site.

The NYDEC commenced implementation of the remediation plan in the spring of 2018. Based on our evaluation of the available information during the third quarteras of Fiscal 2017,December 31, 2019, the Partnership accruedhas an undiscounted environmental remediation liability of $7.5 related to the site. Our share of the actual remediation costs could be significantly more or less than the accrued amount.


Other Matters


Purported Class Action Lawsuits. Between May and October of 2014, more than 35 purported class action lawsuits were filed in multiple jurisdictions against the Partnership/UGI and a competitor by certain of their direct and indirect customers.  The class action lawsuits allege, among other things, that the Partnership and its competitor colluded, beginning in 2008, to reduce the fill level of portable propane cylinders from 17 pounds to 15 pounds and combined to persuade their common customer, Walmart Stores, Inc., to accept that fill reduction, resulting in increased cylinder costs to retailers and end-user customers in violation of federal and certain state antitrust laws.  The claims seek treble damages, injunctive relief, attorneys’ fees and costs on behalf of the putative classes. 


On October 16, 2014, the United States Judicial Panel on Multidistrict Litigation transferred all of these purported class action cases to the Western DivisionMissouri District Court.  As the result of the United States District Court for the Western Districtrulings on a series of Missouri (“District Court”).  In July 2015, the District Court dismissed all claims brought by direct customers. In June 2017, the United States Court of Appeals forprocedural filings, including petitions filed with the Eighth Circuit (“Eighth Circuit”) ruled en banc to reverse the dismissal by the District Court, which had previously been

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

affirmed by a panel of the Eighth Circuit.  In September 2017, we filed a Petition for a Writ of Certiorari to the U.S. Supreme Court, appealingboth the decision of the Eighth Circuit. The petition was denied in January 2018 and, as a result, the case was transferred back to the District Court for further proceedings.

In July 2015, the District Court also dismissed all claims brought by the indirect customers other than those for injunctive relief.  The indirect customers filed an amended complaint with the District Court claiming injunctive relieffederal and state law claims under Wisconsin, Maineof the direct customer plaintiffs and Vermont law.  In September 2016,the state law claims of the indirect customer plaintiffs were remanded to the Western Missouri District Court. The decision of the Western Missouri District Court to dismiss the federal antitrust claims of the indirect customer plaintiffs was upheld by the Eighth Circuit. On April 15, 2019, the Western Missouri District Court ruled that it has jurisdiction over the indirect purchasers’ state law claims and that the indirect customer plaintiffs have standing to pursue those claims. On August 21, 2019, the District Court partially granted the Company’s motion for judgment on the pleadings and dismissed the amended complaint in its entirety.  Theclaims of indirect customers appealed this decisioncustomer plaintiffs from ten states and the District of Columbia.

On October 2, 2019, the Company reached an agreement to resolve the Eighth Circuit; such appeal was subject to a stay pending the en banc reviewclaims of the direct purchasers’ claims.  In lightpurchaser class of plaintiffs, subject to court approval.

Although we cannot predict the Eighth Circuit decisionfinal results of these pending claims and legal actions, we believe, after consultation with respect to the direct purchaser claims, the briefing schedule in respect of the indirect purchaser appeal will now resume.  On July 21, 2016, several new indirect customer plaintiffs filed an antitrust class action lawsuit against the Partnership in the Western District of Missouri.  The new indirect customer class action lawsuit was dismissed in September 2016 and certain indirect customer plaintiffs appealed the decision, consolidating their appeal with the indirect customer appeal still pending in the Eighth Circuit. Nowcounsel, that the Eighth Circuit has ruledfinal outcome of these matters will not have a material effect on the direct purchasers’ claims, the stay has been lifted for the indirect claims and the parties submitted briefs in October 2017 to the Eighth Circuit and are awaiting the court’s ruling.our financial statements.

We are unable to reasonably estimate the impact, if any, arising from such litigation. We believe we have strong defenses to the claims and intend to vigorously defend against them.


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 financial statements.


Note 11 — Defined Benefit Pension and Other Postretirement Plans


In theThe U.S., we sponsor Pension Plan is 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 (“subsidiaries. U.S. Pension Plan”).Plan benefits are based on years of service, age and employee compensation. We also provide postretirement health care benefits to certain retirees and postretirement life insurance benefits to nearly allcertain U.S. active and retired employees. In addition, certain UGI International employees of UGIin France, SASBelgium and its subsidiariesthe Netherlands are covered by certain defined benefit pension and postretirement plans. Although the disclosures in the tables below include amounts related to the UGI International plans, such amounts are not material.


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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

The service cost component of our pension and other postretirement plans, net of amounts capitalized, is reflected in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income. The non-service cost component, net of amounts capitalized by UGI Utilities as a regulatory asset, are reflected in “Other non-operating (expense) income, net” on the Condensed Consolidated Statements of Income. Net periodic pension expensecost and other postretirement benefit costscost include the following components:
  Pension Benefits Other Postretirement Benefits
Three Months Ended December 31, 2019 2018 2019 2018
Service cost $2.8
 $2.5
 $0.1
 $
Interest cost 5.8
 6.8
 0.2
 0.2
Expected return on assets (9.4) (9.0) (0.2) (0.2)
Amortization of:        
Prior service cost (benefit) 0.1
 0.1
 (0.1) (0.1)
Actuarial loss 3.7
 1.9
 
 
Net benefit cost (benefit) 3.0
 2.3
 
 (0.1)
Change in associated regulatory liabilities 
 
 (0.3) (0.3)
Net benefit cost (benefit) after change in regulatory liabilities $3.0
 $2.3
 $(0.3) $(0.4)

  Pension Benefits Other Postretirement Benefits
Three Months Ended December 31, 2017 2016 2017 2016
Service cost $2.8
 $3.0
 $0.2
 $0.2
Interest cost 6.5
 6.2
 0.2
 0.2
Expected return on assets (8.6) (8.3) (0.2) (0.2)
Amortization of:        
Prior service cost (benefit) 0.1
 0.1
 (0.1) (0.1)
Actuarial loss 3.3
 4.1
 0.1
 0.1
Net benefit cost 4.1
 5.1
 0.2
 0.2
Change in associated regulatory liabilities 
 
 (0.1) (0.1)
Net benefit cost after change in regulatory liabilities $4.1
 $5.1
 $0.1
 $0.1


The U.S. Pension Plan’s 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 Common Stock. It is our general policy to fund amounts for U.S. Pension Plan benefits equal to at least the minimum required contribution set forth in applicable employee benefit laws. During the three months ended December 31, 2017 and 2016,2019, the Company made cash contributions to the U.S. Pension Plan of $3.4 and $2.8, respectively.$3.2. During the three months ended December 31, 2018, the Company made 0 cash contributions to the U.S. Pension Plan. The Company expects to make additional discretionary cash contributions of approximately $10.1$9.5 to the U.S. Pension Plan during the remainder of Fiscal 2020.

UGI Utilities has established a 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, determined under GAAP. There were 0 required contributions to the VEBA during the three months ended December 31, 2019 and 2018.



We also sponsor unfunded and non-qualified supplemental executive defined benefit retirement plans. Net costs associated with these plans for the three months ended December 31, 2019 and 2018, were not material.


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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


UGI Utilities has established a Voluntary Employees’ Beneficiary Association (“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 amount and 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 three months ended December 31, 2017 and 2016.

We also sponsor unfunded and non-qualified supplemental executive defined benefit retirement plans. Net periodic costs associated with these plans for the three months ended December 31, 2017 and 2016, were not material.

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

Note 12 — Fair Value Measurements


Recurring Fair Value Measurements


The following table presents, on a gross basis, our financial 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)
  Level 1 Level 2 Level 3 Total
December 31, 2019:        
Derivative instruments:        
Assets:        
Commodity contracts $26.6
 $20.5
 $
 $47.1
Foreign currency contracts $
 $39.9
 $
 $39.9
Interest rate contracts $
 $2.7
 $
 $2.7
Liabilities:        
Commodity contracts $(76.6) $(110.2) $
 $(186.8)
Foreign currency contracts $
 $(4.4) $
 $(4.4)
Interest rate contracts $
 $(6.9) $
 $(6.9)
Non-qualified supplemental postretirement grantor trust investments (a) $42.1
 $
 $
 $42.1
September 30, 2019:        
Derivative instruments:        
Assets:        
Commodity contracts $32.0
 $10.1
 $
 $42.1
Foreign currency contracts $
 $59.0
 $
 $59.0
Liabilities:        
Commodity contracts $(62.3) $(112.7) $
 $(175.0)
Foreign currency contracts $
 $(4.3) $
 $(4.3)
Interest rate contracts $
 $(12.3) $
 $(12.3)
Non-qualified supplemental postretirement grantor trust investments (a) $39.7
 $
 $
 $39.7
December 31, 2018:        
Derivative instruments:        
Assets:        
Commodity contracts $72.1
 $27.9
 $
 $100.0
Foreign currency contracts $
 $24.4
 $
 $24.4
Liabilities:        
Commodity contracts $(35.6) $(78.0) $
 $(113.6)
Foreign currency contracts $
 $(8.8) $
 $(8.8)
Interest rate contracts $
 $(3.7) $
 $(3.7)
Non-qualified supplemental postretirement grantor trust investments (a) $38.0
 $
 $
 $38.0
  Asset (Liability)
  Level 1 Level 2 Level 3 Total
December 31, 2017:        
Derivative instruments:        
Assets:        
Commodity contracts $47.9
 $71.7
 $
 $119.6
Foreign currency contracts $
 $11.6
 $
 $11.6
Liabilities:        
Commodity contracts $(31.0) $(13.5) $
 $(44.5)
Foreign currency contracts $
 $(39.9) $
 $(39.9)
Interest rate contracts $
 $(2.1) $
 $(2.1)
Cross-currency contracts $
 $(0.9) $
 $(0.9)
Non-qualified supplemental postretirement grantor trust investments (a) $37.7
 $
 $
 $37.7
September 30, 2017:        
Derivative instruments:        
Assets:        
Commodity contracts $27.2
 $76.9
 $
 $104.1
Foreign currency contracts $
 $12.2
 $
 $12.2
Liabilities:        
Commodity contracts $(27.7) $(11.4) $
 $(39.1)
Foreign currency contracts $
 $(38.2) $
 $(38.2)
Interest rate contracts $
 $(2.3) $
 $(2.3)
Cross-currency contracts $
 $(2.9) $
 $(2.9)
Non-qualified supplemental postretirement grantor trust investments (a) $35.6
 $
 $
 $35.6
December 31, 2016:        
Derivative instruments:        
Assets:        
Commodity contracts $62.7
 $61.8
 $
 $124.5
Foreign currency contracts $
 $26.0
 $
 $26.0
Cross-currency contracts $
 $3.5
 $
 $3.5
Liabilities:        
Commodity contracts $(53.1) $(12.4) $
 $(65.5)
Foreign currency contracts $
 $(0.2) $
 $(0.2)
Interest rate contracts $
 $(2.8) $
 $(2.8)
Non-qualified supplemental postretirement grantor trust investments (a) $34.2
 $
 $
 $34.2

(a)Consists primarily of mutual fund investments held in grantor trusts associated with non-qualified supplemental retirement plans.plans (see Note 11).
 
The fair values of our Level 1 exchange-traded commodity futures and option contracts and non-exchange-traded commodity futures and forward contracts are based upon actively quoted market prices for identical assets and liabilities. The remainder of our derivative instruments are designated as Level 2. The fair values of certain non-exchange-traded commodity derivatives designated as Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. The fair values of our Level 2 interest rate contracts and foreign currency contracts are based upon third-party quotes or indicative values based on recent market transactions. The fair values of investments


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


designated as Level 2 are based upon indicative price quotations available through brokers, industry price publications or recent market transactions and related market indicators. For commodity option contracts designated as Level 2 that are not traded on an exchange, we use a Black Scholes option pricing model that considers time value and volatility of the underlying commodity. The fair values of our Level 2 interest rate contracts, foreign currency contracts and cross-currency contracts are based upon third-party quotes or indicative values based on recent market transactions. The fair values of investments held in grantor trusts are derived from quoted market prices as substantially all of the investments in these trusts have active markets. 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 type 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 December 31, 2017, September 30, 2017 and December 31, 2016 were as follows:
 December 31, 2019 September 30, 2019 December 31, 2018
Carrying amount$5,905.8
 $5,856.6
 $4,211.0
Estimated fair value$6,248.9
 $6,189.3
 $3,970.8

 December 31, 2017 September 30, 2017 December 31, 2016
Carrying amount$4,319.5
 $4,211.9
 $4,083.8
Estimated fair value$4,430.0
 $4,346.8
 $4,171.0


Financial instruments other than derivative instruments, such as short-term investments and trade accounts receivable, could expose us to concentrations of credit risk. We limit credit risk from short-term investments by investing only in investment-grade commercial paper, money market mutual funds, securities guaranteed by the U.S. Government or its agencies and FDIC insured bank deposits. The credit risk arising from concentrations of trade accounts receivable is limited because we have a large customer base that extends across many different U.S. markets and a number of foreign countries. For information regarding concentrations of credit risk associated with our derivative instruments, see Note 13. Our investment in a private equity partnership is measured at fair value on a non-recurring basis. Generally this measurement uses Level 3 fair value inputs because the investment does not have a readily available market value.


Note 13 — 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; (2) interest rate risk; and (3) foreign currency exchange rate risk. Although we use derivative financial and commodity instruments to reduce 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, among other things, the derivative instruments we can use, counterparty credit limits and contract authorization limits. Although our commodity derivative instruments extend over a number of years, a significant portion of our commodity derivative instruments economically hedge commodity price risk during the next twelve months. For additional information on the accounting for our derivative instruments, see Note 2.


Commodity Price Risk


Regulated Utility Operations


Natural Gas


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 PGC.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. Gains and losses on Gas Utility’s 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 7)8).


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Electricity


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 December 31, 2017, September 30, 2017 and December 31, 2016, allAll Electric Utility forward electricity purchase contracts were subject to the NPNS exception.exception for all periods presented.


In order
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UGI CORPORATION AND SUBSIDIARIES
Notes to reduce volatility associated with a substantial portion of its electricity transmission congestion costs, Electric Utility obtains FTRs through an annual allocation process. GainsCondensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts 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 7).where indicated otherwise)



Non-utility Operations


LPG


In order to manage market price risk associated with the Partnerships’Partnership’s fixed-price programs, the Partnership uses over-the-counter derivative commodity instruments, principally price swap contracts. In addition, AmeriGas Partners,the Partnership, certain other domestic businesses and our UGI International operations also use over-the-counter price swap and option contracts to reduce commodity price volatility associated with a portion of their forecasted LPG purchases. The Partnership, from time to time, enters into price swap and put option agreements to reduce the effects of short-term commodity price volatility. Also, Midstream & Marketing, from time to time, uses NYMEX futures contracts to economically hedge the gross margin associated with the purchase and anticipated later near-term sale of propane.


Natural Gas


In order to manage market price risk relating to fixed-price sales contracts for physical natural gas, Midstream & Marketing enters into NYMEX and over-the-counter natural gas futures and forward contractsover-the-counter and Intercontinental Exchange (“ICE”)ICE natural gas basis swap contracts. In addition, Midstream & Marketing uses NYMEX and over-the-counter futures and options contracts to economically hedge price volatility associated with the gross margin associated withderived from the purchase and anticipated later near-term sale of natural gas.gas storage inventories. Outside of the financial market, Midstream & Marketing also uses ICE and over-the-counter forward physical contracts. UGI International also uses natural gas futures and forward contracts to economically hedge market price risk associated with fixed-price sales contracts with its customers.


Electricity


In order to manage market price risk relating to fixed-price sales contracts for electricity, Midstream & Marketing enters into electricity futures and forward contracts. Midstream & Marketing also uses NYMEX and over-the-counter electricity futures contracts to economically hedge the price of a portion of its anticipated future sales of electricity from its electric generation facilities. From time to time, Midstream & Marketing purchases FTRs to economically hedge electricity transmission congestion costs associated with its fixed-price electricity sales contracts and from time to time also enters into New York Independent System Operator (“NYISO”) capacity swap contracts to economically hedge the locational basis differences for customers it serves on the NYISO electricity grid. UGI International also uses electricity futures and forward contracts to economically hedge market price risk associated with fixed-price sales and purchase contracts for electricity.


Interest Rate Risk

UGI France SAS’ and Flaga’sCertain of our long-term debt agreements have interest rates that are generally indexed to short-term market interest rates. UGI France SAS and Flaga have each enteredIn order to fix the underlying short-term market interest rates, we may enter into pay-fixed, receive-variable interest rate swap agreements to hedge the underlying euribor rates and LIBOR ratesdesignate such swaps as cash flow hedges.
The remainder of interest on their variable-rate term loans.

Our domestic businesses’our long-term debt is typically issued at fixed rates of interest. As these long-term debt issues 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 interest rate swaps and IRPAs as cash flow hedges. There were 0 unsettled IRPAs during any of the periods presented. At December 31, 2019, the amount of pre-tax net losses associated with interest rate hedges (excluding pay-fixed, receive-variable interest rate swaps) expected to be reclassified into earnings during the next twelve months is $3.5.



Foreign Currency Exchange Rate Risk

Forward Foreign Currency Exchange Contracts

In order to reduce the volatility in net income associated with our foreign operations, principally as a result of changes in the U.S. dollar exchange rate to the euro and British pound sterling, we enter into forward foreign currency exchange contracts. We layer in these foreign currency exchange contracts over a multi-year period to eventually equal approximately 90% of anticipated UGI International local currency earnings before income taxes. Because these contracts do not qualify for hedge accounting treatment, realized and unrealized gains and losses on these contracts are recorded in “Other non-operating (expense) income, net,” on the Condensed Consolidated Statements of Income.


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

At December 31, 2017, the amount of net losses associated with interest rate hedges (excluding pay-fixed, receive-variable interest rate swaps) expected to be reclassified into earnings during the next twelve months is $3.5.

Foreign Currency Exchange Rate Risk

Forward Foreign Currency Exchange Contracts


In order to reduce exposure to foreign exchange rate volatility related to our foreign LPG operations, through September 30, 2016, we previously entered into forward foreign currency exchange contracts to hedge a portion of anticipated U.S. dollar-denominated LPG product purchases primarily during the heating-season months of October through March. The last such contracts expired in September 2019. We accountaccounted for these foreign currency exchange contracts associated with anticipated purchases of U.S. dollar-denominated LPG as cash flow hedges. At December 31, 2017, the amount of net losses associated with currency rate risk expected to be reclassified into earnings during the next twelve months based upon current fair values is $3.2.

Beginning October 1, 2016, in order to reduce the volatility in net income associated with our foreign operations, principally as a result of changes in the U.S. dollar exchange rate between the euro and British pound sterling, we have entered into forward foreign currency exchange contracts. The fair value of these forward foreign currency contracts are recorded as assets or liabilities on the condensed consolidated balance sheets. Changes in the fair value of these foreign currency exchange contracts are recorded in “Losses on foreign currency contracts, net” on the Condensed Consolidated Statements of Income.


From time to time, we also enter into forward foreign currency exchange contracts to reduce the volatility of the U.S. dollar value of a portion of our UGI International euro-denominated net investments. We account for these foreign currency exchange contracts as net investment hedges. At December 31, 2017 and 2016, there were no unsettledWe use the forward rate method for measuring ineffectiveness for these net investment hedges outstanding.

Cross-currency Swaps

From time to time, Flaga enters into cross-currency swaps to hedge its exposure toand all changes in the variability in expected future cash flows associated withfair value of the forward foreign currency contracts are reported in the cumulative translation adjustment component of AOCI.

Certain euro-denominated long-term debt issued under the 2018 UGI International Credit Facilities Agreement and interest rate risk of U.S. dollar-denominated debt. These cross-currencythe UGI International 3.25% Senior Notes in October 2018 have been designated as net investment hedges include initial and final exchanges of principal from a fixed euro denomination to a fixed U.S. dollar-denominated amount, to be exchanged at a specified rate, which was determined by the market spot rate on the date of issuance. These cross-currency swaps also include interest rate swaps of a floating U.S. dollar-denominated interest rate to a fixedportion of our UGI International euro-denominated interest rate. We designate these cross-currency swaps as cash flow hedges.

Atnet investment. During the three months ended December 31, 2017, the amount of net2019 and 2018, we recognized pre-tax losses associated with such cross-currency swaps expected to be reclassified into earnings duringthese net investment hedges of $20.4 and $6.1, respectively, in the next twelve months is not material.cumulative translation adjustment component of AOCI.


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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)



Quantitative Disclosures Related to Derivative Instruments


The following table summarizes by derivative type the gross notional amounts related to open derivative contracts as ofat December 31, 2017,2019, September 30, 20172019 and December 31, 2016,2018, and the final settlement date of the Company's open derivative transactions as of December 31, 2017,2019, excluding those derivatives that qualified for the NPNS exception:
      
Notional Amounts
(in millions)
Type Units Settlements Extending Through December 31, 2019 September 30, 2019 December 31, 2018
Commodity Price Risk:          
Regulated Utility Operations          
Gas Utility NYMEX natural gas futures and option contracts Dekatherms October 2020 14.5
 23.3
 14.7
Non-utility Operations          
LPG swaps Gallons December 2021 772.0
 800.4
 450.4
Natural gas futures, forward and pipeline contracts Dekatherms December 2024 201.4
 196.1
 188.0
Natural gas basis swap contracts Dekatherms December 2024 154.7
 131.1
 81.2
NYMEX natural gas storage futures contracts Dekatherms March 2020 0.4
 0.3
 0.7
NYMEX natural gas option contracts Dekatherms March 2020 2.0
 2.4
 
NYMEX propane storage futures contracts Gallons April 2020 0.1
 0.5
 0.3
Electricity long forward and futures contracts Kilowatt hours April 2024 4,145.1
 3,098.1
 3,974.7
Electricity short forward and futures contracts Kilowatt hours April 2024 555.8
 366.7
 366.7
Interest Rate Risk:          
Interest rate swaps Euro October 2022 300.0
 300.0
 300.0
Interest rate swaps USD July 2024 $1,354.0
 $1,357.3
 $114.1
Foreign Currency Exchange Rate Risk:          
Forward foreign currency exchange contracts USD September 2022 $431.2
 $516.0
 $408.6
Net investment hedge forward foreign exchange contracts Euro October 2024 172.8
 172.8
 172.8

      
Notional Amounts
(in millions)
Type Units Settlements Extending Through December 31, 2017 September 30, 2017 December 31, 2016
Commodity Price Risk:          
Regulated Utility Operations          
Gas Utility NYMEX natural gas futures and option contracts Dekatherms September 2018 13.4
 14.8
 11.7
FTRs contracts Kilowatt hours May 2018 63.1
 101.2
 36.2
Non-utility Operations          
LPG swaps & options Gallons December 2020 275.4
 325.5
 325.9
Natural gas futures, forward and pipeline contracts (a) Dekatherms December 2021 128.3
 75.9
 70.2
Natural gas basis swap contracts Dekatherms March 2022 90.2
 104.2
 120.1
NYMEX natural gas storage Dekatherms March 2019 1.3
 1.9
 1.3
NYMEX propane storage Gallons March 2018 0.1
 0.3
 
Electricity long forward and futures contracts (a) Kilowatt hours May 2021 4,733.9
 4,440.3
 685.5
Electricity short forward and futures contracts Kilowatt hours May 2021 325.2
 447.0
 352.5
Interest Rate Risk:          
Interest rate swaps Euro October 2020 645.8
 645.8
 645.8
Foreign Currency Exchange Rate Risk:          
Forward foreign currency exchange contracts USD August 2021 $485.7
 $424.8
 $416.7
Cross-currency contracts USD April 2020 $49.9
 $59.1
 $59.1
(a)Amounts at December 31, 2017 and September 30, 2017, include derivative contracts held by DVEP which was acquired on August 31, 2017.


Derivative Instrument Credit Risk


We are exposed to risk of loss in the event of nonperformance by our derivative instrument counterparties. Our derivative instrument counterparties principally comprise large energy companies and major U.S. and international financial institutions. We maintain credit policies with regard to our counterparties that we believe reduce overall credit risk. These policies include evaluating and monitoring our counterparties’ financial condition, including their credit ratings, and entering into agreements with counterparties that govern credit limits or entering into netting agreements that allow for offsetting counterparty receivable and payable balances for certain financial transactions, as deemed appropriate. Certain of these agreements call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At December 31, 2019, September 30, 2019 and December 31, 2018, the Company pledged net cash collateral of $8.9, $29.3, and $10.0, respectively. Additionally, our commodity exchange-traded futures contracts generally require cash deposits in margin accounts. At December 31, 2017,2019, September 30, 20172019 and December 31, 2016,2018, restricted cash in brokerage accounts totaled $19.8, $10.3$95.8, $63.7 and $7.9,$17.4, respectively.

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Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

Although we have concentrations of credit risk associated with derivative instruments, the maximum amount of loss we would incur if these counterparties failed to perform according to the terms of their contracts, based upon the gross fair values of the derivative instruments, was not material at December 31, 2017.2019. Certain of the Partnership’s derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade of the Partnership’s debt rating.

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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

At December 31, 2017,2019, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.


Offsetting Derivative Assets and Liabilities


Derivative assets and liabilities are presented net by counterparty on the condensed consolidated balance sheetsCondensed Consolidated Balance Sheets if the right of offset exists. We offset amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against amounts recognized for derivative instruments executed with the same counterparty. 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.




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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Fair Value of Derivative Instruments
 
The following table presents the Company’s derivative assets and liabilities by type, as well as the effects of offsetting, as of December 31, 2017, September 30, 2017 and December 31, 2016:offsetting:
  December 31,
2019
 September 30,
2019
 December 31,
2018
Derivative assets:      
Derivatives designated as hedging instruments:      
Foreign currency contracts $13.9
 $17.4
 $2.3
Interest rate contracts 2.7
 
 
  16.6
 17.4
 2.3
Derivatives subject to PGC and DS mechanisms:      
Commodity contracts 0.2
 1.4
 1.3
Derivatives not designated as hedging instruments:      
Commodity contracts 46.9
 40.7
 98.7
Foreign currency contracts 26.0
 41.6
 22.1
  72.9
 82.3
 120.8
Total derivative assets — gross 89.7
 101.1
 124.4
Gross amounts offset in the balance sheet (27.2) (29.0) (34.3)
Cash collateral received (2.1) 
 
Total derivative assets — net $60.4
 $72.1
 $90.1
Derivative liabilities:      
Derivatives designated as hedging instruments:      
Interest rate contracts $(6.9) $(12.3) $(3.7)
Derivatives subject to PGC and DS mechanisms:      
Commodity contracts (3.2) (3.7) (0.5)
Derivatives not designated as hedging instruments:      
Commodity contracts (183.6) (171.3) (113.1)
Foreign currency contracts (4.4) (4.3) (8.8)
  (188.0) (175.6) (121.9)
Total derivative liabilities — gross (198.1) (191.6) (126.1)
Gross amounts offset in the balance sheet 27.2
 29.0
 34.3
Cash collateral pledged 11.0
 29.3
 10.0
Total derivative liabilities — net $(159.9) $(133.3) $(81.8)

  December 31,
2017
 September 30,
2017
 December 31,
2016
Derivative assets:      
Derivatives designated as hedging instruments:      
Foreign currency contracts $1.2
 $3.2
 $24.6
Cross-currency contracts 
 
 3.5
  1.2
 3.2
 28.1
Derivatives subject to PGC and DS mechanisms:      
Commodity contracts 0.4
 1.7
 6.9
Derivatives not designated as hedging instruments:      
Commodity contracts 119.2
 102.4
 117.6
Foreign currency contracts 10.4
 9.0
 1.4
  129.6
 111.4
 119.0
Total derivative assets — gross 131.2
 116.3
 154.0
Gross amounts offset in the balance sheet (32.5) (35.7) (35.7)
Cash collateral received (12.0) (8.3) (7.1)
Total derivative assets — net $86.7
 $72.3
 $111.2
Derivative liabilities:      
Derivatives designated as hedging instruments:      
Foreign currency contracts $(5.6) $(5.5) $
Cross-currency contracts (0.9) (2.9) 
Interest rate contracts (2.1) (2.3) (2.8)
  (8.6) (10.7) (2.8)
Derivatives subject to PGC and DS mechanisms:      
Commodity contracts (2.3) (1.5) (0.3)
Derivatives not designated as hedging instruments:      
Commodity contracts (42.2) (37.6) (65.2)
Foreign currency contracts (34.3) (32.7) (0.2)
  (76.5) (70.3) (65.4)
Total derivative liabilities — gross (87.4) (82.5) (68.5)
Gross amounts offset in the balance sheet 32.5
 35.7
 35.7
Total derivative liabilities — net $(54.9) $(46.8) $(32.8)




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UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


EffectEffects of Derivative Instruments


The following tables provide information on the effects of derivative instruments on the condensed consolidated statementsCondensed Consolidated Statements of incomeIncome and changes in AOCI for the three months ended December 31, 20172019 and 20162018:
           
Three Months Ended December 31,:          
  Gain (Loss)
Recognized in
AOCI
 Gain (Loss)
Reclassified from
AOCI into Income
 Location of Gain (Loss) Reclassified from
AOCI into Income
Cash Flow Hedges: 2019 2018 2019 2018 
Foreign currency contracts $
 $1.0
 $
 $0.8
 Cost of sales
Cross-currency contracts 
 (0.1) 
 (0.3) Interest expense/other operating income, net
Interest rate contracts 7.8
 (2.8) (1.0) (1.5) Interest expense
Total $7.8
 $(1.9) $(1.0) $(1.0)  
           
Net Investment Hedges:          
Foreign currency contracts $(3.5) $0.9
      
           
  Gain (Loss)
Recognized in Income
 Location of Gain (Loss)
Recognized in Income
  
Derivatives Not Designated as Hedging Instruments: 2019 2018   
Commodity contracts $(33.1) $(159.7) Cost of sales  
Commodity contracts 2.5
 (2.8) Revenues  
Commodity contracts 0.1
 (0.4) Operating and administrative expenses  
Foreign currency contracts (11.3) 8.9
 Other non-operating (expense) income, net  
Total $(41.8) $(154.0)      

Three Months Ended December 31,:          
  Gain (Loss)
Recognized in
AOCI
 Gain (Loss)
Reclassified from
AOCI into Income
 Location of Gain (Loss) Reclassified from
AOCI into Income
Cash Flow Hedges: 2017 2016 2017 2016 
Foreign currency contracts $(1.4) $17.2
 $0.8
 $7.9
 Cost of sales
Cross-currency contracts 0.1
 (0.1) 0.2
 (0.3) Interest expense/other operating income, net
Interest rate contracts 0.7
 1.2
 (0.5) (1.0) Interest expense
Total $(0.6) $18.3
 $0.5
 $6.6
  
           
  Gain (Loss)
Recognized in Income
 Location of Gain (Loss)
Recognized in Income
  
Derivatives Not Designated as Hedging Instruments: 2017 2016   
Commodity contracts $24.4
 $108.5
 Cost of sales  
Commodity contracts (1.3) 0.1
 Revenues  
Commodity contracts 0.1
 (0.1) Operating and administrative expenses  
Foreign currency contracts (4.8) 1.3
 (Losses) gains on foreign currency contracts, net  
Total $18.4
 $109.8
      

For the three months ended December 31, 2017 and 2016, the amounts of derivative gains or losses representing ineffectiveness and the amounts of gains or losses recognized in income as a result of excluding derivatives from ineffectiveness testing were not material.


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 that provide for the purchase and delivery, or sale, of energy products, and service contracts that require the counterparty to provide commodity storage, transportation or capacity service to meet our normal sales commitments. Although certain of these contracts have the requisite elements of a derivative instrument,However, 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. These contracts include, among others, binding purchase orders, contracts that provide for the purchase and delivery, or sale, of energy products, and service contracts that require the counterparty to provide commodity storage, transportation or capacity service to meet our normal sales commitments.




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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)


Note 14 — Accumulated Other Comprehensive Income (Loss)


The tables below present changes in AOCI, net of tax, during the three months ended December 31, 20172019 and 2016:2018:
         

Three Months Ended December 31, 2019 Postretirement Benefit Plans Derivative Instruments Foreign Currency Total
AOCI — September 30, 2019 $(25.7) $(25.4) $(165.5) $(216.6)
Other comprehensive income before reclassification adjustments (after-tax) 
 5.6
 47.0
 52.6
Amounts reclassified from AOCI:        
Reclassification adjustments (pre-tax) 0.3
 1.0
 
 1.3
Reclassification adjustments tax benefit (0.1) (0.3) 
 (0.4)
Reclassification adjustments (after-tax) 0.2
 0.7
 
 0.9
Other comprehensive income attributable to UGI 0.2
 6.3
 47.0
 53.5
AOCI — December 31, 2019 $(25.5) $(19.1) $(118.5) $(163.1)
         
Three Months Ended December 31, 2018 Postretirement Benefit Plans Derivative Instruments Foreign Currency Total
AOCI — September 30, 2018 $(11.0) $(16.1) $(83.3) $(110.4)
Other comprehensive loss before reclassification adjustments (after-tax) 
 (1.5) (15.6) (17.1)
Amounts reclassified from AOCI:        
Reclassification adjustments (pre-tax) 0.4
 1.0
 
 1.4
Reclassification adjustments tax benefit (0.1) (0.3) 
 (0.4)
Reclassification adjustments (after-tax) 0.3
 0.7
 
 1.0
Other comprehensive income (loss) attributable to UGI 0.3
 (0.8) (15.6) (16.1)
Reclassification of stranded income tax effects related to TCJA (2.9) (3.7) 
 (6.6)
AOCI — December 31, 2018 $(13.6) $(20.6) $(98.9) $(133.1)
Three Months Ended December 31, 2017 Postretirement Benefit Plans Derivative Instruments Foreign Currency Total
AOCI — September 30, 2017 $(19.2) $(21.4) $(52.8) $(93.4)
Other comprehensive (loss) income before reclassification adjustments (after-tax) 
 (0.4) 22.3
 21.9
Amounts reclassified from AOCI:        
Reclassification adjustments (pre-tax) 0.6
 (0.5) 
 0.1
Reclassification adjustments tax (benefit) expense (0.2) 0.1
 
 (0.1)
Reclassification adjustments (after-tax) 0.4
 (0.4) 
 
Other comprehensive income (loss) attributable to UGI 0.4
 (0.8) 22.3
 21.9
AOCI — December 31, 2017 $(18.8) $(22.2) $(30.5) $(71.5)
         
Three Months Ended December 31, 2016 Postretirement Benefit Plans Derivative Instruments Foreign Currency Total
AOCI — September 30, 2016 $(29.1) $(13.4) $(112.2) $(154.7)
Other comprehensive income (loss) before reclassification adjustments (after-tax) 
 12.3
 (70.9) (58.6)
Amounts reclassified from AOCI:        
Reclassification adjustments (pre-tax) 1.6
 (6.6) 
 (5.0)
Reclassification adjustments tax (benefit) expense (0.6) 2.1
 
 1.5
Reclassification adjustments (after-tax) 1.0
 (4.5) 
 (3.5)
Other comprehensive income (loss) attributable to UGI 1.0
 7.8
 (70.9) (62.1)
AOCI — December 31, 2016 $(28.1) $(5.6) $(183.1) $(216.8)

For additional information on amounts reclassified from AOCI relating to derivative instruments, see Note 13.


Note 15 — Segment Information


Our operations comprise four4 reportable segments generally based upon products or services sold, geographic location and regulatory environment: (1) AmeriGas Propane; (2) UGI International; (3) Midstream & Marketing; and (4) UGI Utilities.


During the fourth quarter of Fiscal 2019, the measurement of segment profit used by our CODM was revised to exclude certain items that are now included in Corporate & Other principally comprise (1) net expenses of UGI’s captive general liability insurance company and UGI’s corporate headquarters facility, and UGI’s unallocated corporate and general expenses and interest income. In(in addition Corporate & Other includesto net gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions, (including such amounts attributablewhich had previously been excluded). The revision to noncontrolling interests) because such items are excluded fromour segment profit measures evaluatedaligns with the financial information utilized by our chief operating decision maker (“CODM”)CODM in assessingevaluating our reportable segments’ performance orand allocating resources. Prior period amounts have been recast to reflect the change in segment measure of profit. Also during the fourth quarter of Fiscal 2019, principally as a result of the AmeriGas Merger and the CMG Acquisition and related transactions, our CODM began evaluating the performance of all of our reportable segments based upon earnings before interest expense and income taxes, excluding the items noted above.

In addition to the items described above, Corporate & Other includes the net expenses of UGI’s captive general liability insurance company, UGI’s corporate headquarters facility and UGI’s unallocated corporate and general expenses as well as interest expense on UGI debt that is not allocated. Corporate & Other assets principally comprise cash and cash equivalents of UGI and its captive insurance company, and UGI corporate headquarters’ assets.

The accounting policies of our reportable segments are the same as those described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s 20172019 Annual Report. We evaluate AmeriGas Propane’s performance principally based upon the Partnership’s earnings before interest expense, income taxes, depreciation and amortization as adjusted for the effects of gains and losses on commodity derivative instruments not associated with current-period transactions and other gains and losses that competitors do not necessarily have (“Partnership Adjusted EBITDA”). Although we use Partnership Adjusted EBITDA to evaluate AmeriGas Propane’s profitability, it should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure


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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

of performance or financial condition under GAAP. Our definition of Partnership Adjusted EBITDA may be different from that used by other companies. Our CODM evaluates the performance of our other reportable segments principally based upon their income before income taxes excluding gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions, as previously mentioned.
               
               
Three Months Ended December 31, 2017 Total Eliminations AmeriGas
Propane
 UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other (b)
Revenues $2,125.2
 $
 $787.3
 $784.2
 $249.8
 $305.4
 $(1.5)
Intersegment revenues $
 $(97.1)(c)$
 $
 $78.2
 $17.7
 $1.2
Cost of sales $1,137.4
 $(96.0)(c)$366.1
 $484.8
 $239.0
 $151.8
 $(8.3)
Segment profit:              
Operating income $391.8
 $0.2
 $147.9
 $93.1
 $52.3
 $96.3
 $2.0
Income (loss) from equity investees 1.0
 
 
 (0.2) 1.2
(d)
 
Losses on foreign currency contracts, net (4.8) 
 
 (4.7) 
 
 (0.1)
Interest expense (58.2) 
 (40.6) (5.6) (0.9) (10.9) (0.2)
Income before income taxes $329.8
 $0.2
 $107.3
 $82.6
 $52.6
 $85.4
 $1.7
Partnership Adjusted EBITDA (a) 
   $194.1
        
Noncontrolling interests’ net income (loss) $68.3
 $
 $68.0
 $(0.3) $
 $
 $0.6
Depreciation and amortization $110.3
 $
 $47.4
 $32.2
 $10.1
 $20.4
 $0.2
Capital expenditures (including the effects of accruals) $128.5
 $
 $23.6
 $21.7
 $11.3
 $71.7
 $0.2
As of December 31, 2017              
Total assets $12,343.9
 $(62.6) $4,206.2
 $3,450.1
 $1,325.1
 $3,174.7
 $250.4
Short-term borrowings $586.1
 $
 $263.5
 $41.1
 $100.0
 $181.5
 $
Goodwill $3,185.5
 $
 $2,001.3
 $990.6
 $11.5
 $182.1
 $
Three Months Ended December 31, 2019 Total Eliminations AmeriGas
Propane
 UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other (a)
Revenues from external customers $2,006.6
 $
 $730.4
 $651.4
 $308.3
 $314.6
 $1.9
Intersegment revenues $
 $(79.7)(b)$
 $
 $64.2
 $14.7
 $0.8
Cost of sales $1,008.0
 $(79.1)(b)$289.2
 $368.4
 $264.2
 $151.6
 $13.7
Operating income (loss) $377.2
 $0.3
 $165.3
 $95.8
(c)$55.1
 $91.8
 $(31.1)
Income from equity investees 6.5
 
 
 
 6.5
(d)
 
Other non-operating (expense) income, net (11.5) 
 
 4.4
 
 (0.2) (15.7)
Earnings (loss) before interest expense and income taxes 372.2
 0.3
 165.3
 100.2
 61.6
 91.6
 (46.8)
Interest expense (84.1) 
 (42.5) (7.6) (11.5) (13.6) (8.9)
Income (loss) before income taxes $288.1
 $0.3
 $122.8
 $92.6
 $50.1
 $78.0
 $(55.7)
Depreciation and amortization $119.4
 $
 $43.9
 $31.2
 $18.4
 $25.7
 $0.2
Capital expenditures (including the effects of accruals) $151.8
 $
 $38.5
 $20.3
 $22.5
 $70.5
 $
As of December 31, 2019              
Total assets $14,285.7
 $(365.5) $4,609.4
 $3,243.3
 $2,859.6
 $3,710.9
 $228.0
Short-term borrowings $869.7
 $
 $321.0
 $181.3
 $88.4
 $279.0
 $
Goodwill $3,482.9
 $
 $2,003.0
 $956.8
 $341.0
 $182.1
 $
Three Months Ended December 31, 2016 Total Eliminations AmeriGas
Propane
 UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other (b)
Revenues $1,679.5
 $
 $677.2
 $539.1
 $209.6
 $253.9
 $(0.3)
Intersegment revenues $
 $(68.5)(c)$
 $
 $60.2
 $7.5
 $0.8
Cost of sales $647.4
 $(67.7)(c)$260.7
 $258.0
 $191.8
 $109.5
 $(104.9)
Segment profit:              
Operating income $466.2
 $0.1
 $141.9
 $88.9
 $49.7
 $82.2
 $103.4
Loss from equity investees (0.2) 
 
 (0.2) 
 
 
Gains on foreign currency contracts, net 1.3
 
 
 0.1
 
 
 1.2
Loss on extinguishments of debt (33.2) 
 (33.2) 
 
 
 
Interest expense (55.4) 
 (40.0) (4.8) (0.6) (10.0) 
Income before income taxes $378.7
 $0.1
 $68.7
 $84.0
 $49.1
 $72.2
 $104.6
Partnership Adjusted EBITDA (a)     $185.1
        
Noncontrolling interests’ net income $60.2
 $
 $41.2
 $0.2
 $
 $
 $18.8
Depreciation and amortization $98.1
 $
 $44.6
 $27.9
 $8.0
 $17.4
 $0.2
Capital expenditures (including the effects of accruals) $173.6
 $
 $26.4
 $21.5
 $61.5
 $64.1
 $0.1
As of December 31, 2016              
Total assets $11,300.5
 $(107.9) $4,217.9
 $2,853.4
 $1,178.4
 $2,898.5
 $260.2
Short-term borrowings $234.4
 $
 $77.5
 $3.5
 $55.0
 $98.4
 $
Goodwill $2,935.8
 $
 $1,978.5
 $763.7
 $11.5
 $182.1
 $
Three Months Ended December 31, 2018 (e) Total Eliminations AmeriGas
Propane
 UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other (a)
Revenues from external customers $2,200.2
 $
 $820.2
 $710.7
 $372.5
 $299.1
 $(2.3)
Intersegment revenues $
 $(111.6)(b)$
 $
 $86.9
 $23.6
 $1.1
Cost of sales $1,425.0
 $(110.8)(b)$378.5
 $448.6
 $377.5
 $159.5
 $171.7
Operating income (loss) $167.7
 $0.4
 $166.6
 $58.3
 $41.1
 $77.0
 $(175.7)
Income from equity investees 1.5
 
 
 
 1.5
(d)
 
Loss on extinguishments of debt (6.1) 
 
 
 
 
 (6.1)
Other non-operating income, net 9.0
 
 
 0.7
 
 0.4
 7.9
Earnings (loss) before interest expense and income taxes 172.1
 0.4
 166.6
 59.0
 42.6
 77.4
 (173.9)
Interest expense (60.2) 
 (42.4) (5.4) (0.5) (11.7) (0.2)
Income (loss) before income taxes $111.9
 $0.4
 $124.2
 $53.6
 $42.1
 $65.7
 $(174.1)
Noncontrolling interests’ net income (loss) $24.3
 $
 $81.5
 $0.1
 $
 $
 $(57.3)
Depreciation and amortization $111.2
 $
 $45.7
 $31.4
 $11.5
 $22.5
 $0.1
Capital expenditures (including the effects of accruals) $161.8
 $
 $31.0
 $27.8
 $25.1
 $77.3
 $0.6
As of December 31, 2018              
Total assets $12,368.3
 $(144.3) $4,020.6
 $3,287.5
 $1,504.9
 $3,424.8
 $274.8
Short-term borrowings $676.3
 $
 $368.5
 $1.8
 $10.0
 $296.0
 $
Goodwill $3,154.8
 $
 $2,003.0
 $951.9
 $17.8
 $182.1
 $




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Table of Contents
UGI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
(Currency in millions, except per share amounts and where indicated otherwise)

(a)The following table provides a reconciliation of Partnership Adjusted EBITDA to AmeriGas Propane income before income taxes:    
   Three Months Ended
December 31,
   2017 2016
Partnership Adjusted EBITDA  $194.1
 $185.1
Depreciation and amortization  (47.4) (44.6)
Interest expense  (40.6) (40.0)
Loss on extinguishments of debt  
 (33.2)
Noncontrolling interest (i)  1.2
 1.4
Income before income taxes  $107.3
 $68.7

(i)(a)Principally representsCorporate & Other includes specific items attributable to our reportable segments that are not included in the General Partner’s 1.01% interestsegment profit measures used by our CODM in AmeriGas OLP.
(b)Includes netassessing our reportable segments’ performance or allocating resources. The following table presents such pre-tax gains on commodity(losses) which have been included in Corporate & Other, and certain foreign currency derivative instruments not associated with current-period transactions (including such amounts attributablethe reportable segments to noncontrolling interests) totaling $6.6 and $105.5 duringwhich they relate, for the three months ended December 31, 20172019 and 2016, respectively.2018:

Three Months Ended December 31, 2019 Location on Income Statement AmeriGas Propane UGI International Midstream & Marketing
Net gains (losses) on commodity derivative instruments not associated with current-period transactions Revenues / Cost of sales $9.4
 $(13.5) $(7.5)
Unrealized losses on foreign currency derivative instruments Other non-operating (expense) income, net $
 $(15.7) $
Acquisition and integration expenses associated with the CMG Acquisition Operating and administrative expenses $
 $
 $(0.7)
LPG business transformation expenses Operating and administrative expenses $(11.2) $(5.5) $
Three Months Ended December 31, 2018 Location on Income Statement AmeriGas Propane UGI International Midstream & Marketing
Net (losses) gains on commodity derivative instruments not associated with current-period transactions Revenues / Cost of sales $(78.5) $(97.3) $1.8
Unrealized gains on foreign currency derivative instruments Other non-operating (expense) income, net $
 $8.1
 $
Loss on extinguishments of debt Loss on extinguishment of debt $
 $(6.1) $


(c)(b)Represents the elimination of intersegment transactions principally among Midstream & Marketing, UGI Utilities and AmeriGas Propane.
(c)Beginning October 1, 2019, UGI International is allocated a portion of indirect corporate expenses. Prior to October 1, 2019, these expenses were billed to Enterprises, which is included in Corporate & Other.
(d)Represents allowance for funds used during construction (“AFUDC”)Includes AFUDC associated with PennEast. The three months ended December 31, 2019 also includes equity income from Pennant (see Note 5).
(e)Segment information recast to reflect the changes adopted during the fourth quarter of Fiscal 2019 in the segment measure of profit used by our PennEast Pipeline equity investment.CODM to evaluate the performance of our reportable segments.



Note 16 — Global LPG Business Transformation Initiatives
During the fourth quarter of Fiscal 2019, we began executing on multi-year business transformation initiatives at our AmeriGas Propane and UGI International business segments. These initiatives are designed to improve long-term operational performance by, among other things, reducing costs and improving efficiency in the areas of sales and marketing, supply and logistics, operations, purchasing, and administration. In addition, these business transformation initiatives focus on enhancing the customer experience through, among other things, enhanced customer relationship management and an improved digital customer experience. In connection with these initiatives, during the three months ended December 31, 2019, we recognized $16.7 of expenses principally comprising consulting, advisory and employee-related costs. These expenses are reflected in “Operating and administrative expenses” on the Condensed Consolidated Statement of Income.

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UGI CORPORATION 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;demand and the seasonal nature of our business; (2) cost volatility and availability of propane and other liquefied petroleum gases (“LPG”), oil,LPG, electricity, and natural gas and the capacity to transport product to our customers; (3) changes in domestic and foreign laws and regulations, including safety, tax, consumer protection, data privacy, accounting matters, and environmental, and accounting matters;including regulatory responses to climate change; (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) failure to acquire new customers andor retain current customers thereby reducing or limiting any increase in revenues; (8) liability for environmental claims; (9) increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology resulting in reduced demand; (10) adverse labor relations; (11) customer, counterparty, supplier, or vendor defaults; (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, natural disasters and other catastrophic events that may result from operating hazards and risks incidental to generating and distributing electricity and transporting, storing and distributing natural gas and LPG; (13) transmission or distribution system service interruptions; (14) political, regulatory and economic conditions in the United States, Europe and inother foreign countries, including the current conflicts in the Middle East and the withdrawal of the United Kingdom from the European Union, and foreign currency exchange rate fluctuations, particularly the euro; (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) reduced distributions from subsidiaries impacting the ability to pay dividends; (18) changes in Marcellus and Utica Shale gas production; (19) the availability, timing and success of our acquisitions, commercial initiatives and investments to grow our businesses; (20) our ability to successfully integrate acquired businesses and achieve anticipated synergies; (21) the interruption, disruption, failure malfunction, or breachmalfunction of our information technology systems, including due to cyber attack; (22) the inability to complete pending or future energy infrastructure projects; and (22) continued analysis(23) our ability to achieve the operational benefits and cost efficiencies expected from the completion of recent tax legislation.pending and future transformation initiatives at our business units.


These factors, and those factors set forth in Item 1A. Risk Factors in the Company’s 20172019 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.


ANALYSIS OF RESULTS OF OPERATIONS


The following analyses compare the Company’s 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. Our analyses of results of operations should be read in conjunction with the segment information included in Note 15 to the condensed consolidated financial statements.Condensed Consolidated Financial Statements.


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


UGI management uses “adjusted net income attributable to UGI Corporation” and “adjusted diluted earnings per share,” both of which are non-GAAP financial measures, when evaluating UGI’s overall performance. Management believes that these non-GAAP measures provide meaningful information to investors. For further information on these non-GAAP financial measures including

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reconciliations of such non-GAAP financial measures to the most directly comparable GAAP measures, see “Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share” below.

Impact of Fiscal 2019 Strategic Initiatives

Our Fiscal 2020 results reflect the impacts of two strategic transactions completed in late Fiscal 2019. The larger of these transactions was the purchase of all of the public’s ownership interest in AmeriGas Partners for 34.6 million shares of UGI Common Stock and $529 million in cash, resulting in UGI owning 100% of the Partnership effective August 21, 2019. The second significant strategic transaction was the acquisition of CMG from TC Energy on August 1, 2019, resulting in a substantial increase in our natural gas gathering assets as well as the acquisition of important gas processing assets in the Marcellus and Utica Shale formations. We anticipate executing on a number of system expansion projects associated with the CMG assets over the next several years.

Also in Fiscal 2019, we began executing on our Global LPG Business Transformation Initiatives at AmeriGas Propane and UGI International. These initiatives are designed to drive operational efficiencies, increase profitability and provide for an enhanced customer experience at both of our global LPG businesses. We have engaged strategic partners to assist us in the identification and execution of these initiatives.

At AmeriGas Propane, we are focused on efficiency and effectiveness initiatives in the following key areas: customer digital experience; customer relationship management; operating process redesign and specialization; distribution and routing optimization; sales and marketing effectiveness; purchasing and general and administrative efficiencies; and supply and logistics. The business activities will be carried out over the next two years and, once completed, will provide more than $120 million of annual savings that will allow us to improve profitability through operational efficiencies and expense reductions and enable increased investment into base business customer retention and growth initiatives, including the reduction of margins in select segments of our base business. We estimate the total cost of executing on these initiatives, including approximately $100 million of related capital expenditures, to be approximately $175 million.

At our UGI International LPG business, we launched an initiative in Fiscal 2019 and embarked on a process of identifying operational synergies across all 17 countries in which we currently do business. We call this initiative Project Alliance, the goal of which is to focus attention on enhanced customer service and safe and efficient operations through the establishment of two centers of excellence. One such center will be focused on commercial excellence to identify and execute projects that improve the customer’s experience. The second center will be focused on operational excellence across our distribution network and our filling centers. These efforts will be executed primarily over the next two years and, once completed, will generate over €30 million of annual savings. We estimate the total cumulative cost of executing on these Project Alliance initiatives, including approximately €20 million related to IT capital expenditures, to be approximately €55 million.

EXECUTIVE OVERVIEW

THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

Net Income Attributable to UGI Corporation and Diluted EPS by Segment (GAAP):
For the three months ended December 31, 2019 2018
(Dollars in millions, except per share amounts) Net Income (Loss) 
Diluted
EPS (a)
 Net Income (Loss) Diluted
EPS
AmeriGas Propane $91.1
 $0.43
 $30.6
 $0.17
UGI International 72.7
 0.34
 36.7
 0.20
Midstream & Marketing 36.0
 0.17
 31.0
 0.17
UGI Utilities 60.8
 0.29
 49.9
 0.28
Corporate & Other (b) (c) (48.6) (0.23) (84.0) (0.46)
Net income attributable to UGI Corporation $212.0
 $1.00
 $64.2
 $0.36
(a)EPS for the 2019 three-month period reflects 34.6 million incremental shares of UGI Common Stock issued in conjunction with the AmeriGas Merger.

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(b)Corporate & Other includes certain adjustments made to our reporting segments in arriving at net income attributable to UGI Corporation.  These adjustments have been excluded from the segment results to align with the measure used by our CODM in assessing segment performance and allocating resources.  See “Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share” below and Note 15 to Condensed Consolidated Financial Statements for additional information related to these adjustments, as well as other items included within Corporate & Other.  
(c)Includes the impact of rounding.

Adjusted Net Income Attributable to UGI Corporation and Diluted EPS by Segment (Non-GAAP):
For the three months ended December 31, 2019 2018
(Dollars in millions, except per share amounts) 
Adjusted Net Income
(Loss)
 Adjusted Diluted EPS (a) Adjusted Net Income
(Loss)
 Adjusted Diluted EPS
AmeriGas Propane $91.1
 $0.43
 $30.6
 $0.17
UGI International 72.7
 0.34
 36.7
 0.20
Midstream & Marketing 36.0
 0.17
 31.0
 0.17
UGI Utilities 60.8
 0.29
 49.9
 0.28
Total reportable segments 260.6
 1.23
 148.2
 0.82
Corporate & Other (b) (14.4) (0.06) (4.4) (0.01)
Adjusted net income attributable to UGI Corporation (b) $246.2
 $1.17
 $143.8
 $0.81

(a)EPS for the 2019 three-month period reflects 34.6 million incremental shares of UGI Common Stock issued in conjunction with the AmeriGas Merger.
(b)See “Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share” below for additional information related to these non-GAAP financial measures, as well as other items included within Corporate & Other.

Discussion. Net income attributable to UGI Corporation in accordance with GAAP for the 2019 three-month period was $212.0 million (equal to $1.00 per diluted share) compared to net income attributable to UGI Corporation for the 2018 three-month period of $64.2 million (equal to $0.36 per diluted share). The higher GAAP net income in the 2019 three-month period reflects, in large part, lower net losses from changes in unrealized gains and losses on commodity derivative instruments, higher earnings contributions from each of our business segments including the effects of the AmeriGas Merger and CMG Acquisition, and the absence of a loss from debt extinguishments recorded in the prior-year period. These positive factors were partially offset by higher interest expense, higher income taxes, and the effects of LPG transformation expenses recorded in the current-year period. Earnings per share in the 2019 three-month period reflects the impact of 34.6 million shares of UGI Common Stock issued as a result of the AmeriGas Merger.
Adjusted net income attributable to UGI Corporation excludes (1)for the 2019 three-month period was $246.2 million (equal to $1.17 per diluted share) compared to adjusted net after-taxincome attributable to UGI Corporation for the 2018 three-month period of $143.8 million (equal to $0.81 per diluted share).
Our results for the three months ended December 31, 2019, reflect average temperatures that were warmer than the prior year at each of our reportable segments, and warmer than normal at our UGI International, Midstream & Marketing and UGI Utilities reportable segments. In particular, average temperatures in the critical heating-season month of December were warmer than normal at AmeriGas Propane, UGI International, and UGI Utilities, and warmer than the average temperatures in December 2018 at AmeriGas Propane and UGI International.
The significant increase in adjusted net income attributable to UGI from AmeriGas Propane in the 2019 three-month period was largely attributable to the inclusion of 100% of AmeriGas Propane’s results due to the AmeriGas Merger transaction completed in August 2019.
UGI International adjusted net income was $36.0 million higher in the 2019 three-month period reflecting higher total margin and lower operating and administrative expenses. Although UGI International 2019 three-month period adjusted net income was impacted by a weaker euro compared to the prior-year period, adjusted net income benefited from higher realized gains on foreign currency exchange contracts.

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Midstream & Marketing adjusted net income in the 2019 three-month period was $5.0 million higher than the prior-year period. This increase principally reflects incremental net income from CMG which was acquired in August 2019, including income from an equity method investment that was included as part of the acquisition, partially offset by increased interest expense related to debt issued to finance a portion of the CMG Acquisition.
UGI Utilities 2019 three-month period adjusted net income was $10.9 million higher than the prior-year period principally reflecting higher margins from Gas Utility’s core market customers reflecting the Gas Utility base rates increase that became effective in October 2019 and lower operating and administrative expenses. The effect of these items was partially offset by higher depreciation expense attributable to increased capital expenditures and higher interest expense.
Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Diluted Earnings Per Share
As previously mentioned, UGI management uses “adjusted net income attributable to UGI Corporation” and “adjusted diluted earnings per share,” both of which are non-GAAP financial measures, when evaluating UGI’s overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and (2) other significant discrete items that management believescan affect the comparison of period-over-period results (as such items are further described below). results.
UGI does not designate its commodity and certain foreign currency derivative

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instruments as hedges under U.S. generally accepted accounting principles (“GAAP”).GAAP. Volatility in net income attributable to UGI Corporation as determined in accordance with GAAP can occur as a result of gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions. These gains and losses result principally from recording changes in unrealized gains and losses on unsettled commodity and certain foreign currency derivative instruments and, to a much lesser extent, certain realized gains and losses on settled commodity derivative instruments that are not associated with current-period transactions. However, because these derivative instruments economically hedge anticipated future purchases or sales of energy commodities, or in the case of certain foreign currency derivatives reduce volatility in anticipated future earnings associated with our foreign operations, we expect that such gains or losses will be largely offset by gains or losses on anticipated future energy commodity transactions or mitigate the volatility in anticipated future earnings. For further information, see “Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Earnings Per Diluted Share” below.

As further discussed below and in Note 5 to condensed consolidated financial statements, our net income for the three months ended December 31, 2017, was significantly affected by the December 22, 2017, enactment of the Tax Cuts and Jobs Act (the “TCJA”) and changes in French tax laws.

EXECUTIVE OVERVIEW

Net Income Attributable to UGI Corporation by Business Unit (GAAP):
For the three months ended December 31, 2017 2016 
Variance - Favorable
(Unfavorable)
(Dollars in millions) Amount (a) % of Total Amount % of Total Amount % Change
AmeriGas Propane (b) $141.6
 38.7 % $16.6
 7.2% $125.0
 753.0 %
UGI International (c)(d) 61.1
 16.7 % 88.3
 38.3% (27.2) (30.8)%
Midstream & Marketing 112.0
 30.6 % 29.9
 13.0% 82.1
 274.6 %
UGI Utilities 68.3
 18.7 % 44.3
 19.2% 24.0
 54.2 %
Corporate & Other (e) (17.1) (4.7)% 51.6
 22.3% (68.7) N.M.
Net income attributable to UGI Corporation $365.9
 100.0 % $230.7
 100.0% $135.2
 58.6 %

(a)Net income attributable to UGI Corporation for the three months ended December 31, 2017, includes income (loss) from one-time adjustments to tax-related accounts as a result of the enactment of the TCJA as follows:
AmeriGas Propane$113.1
UGI International(9.3)
Midstream & Marketing74.3
UGI Utilities8.1
Corporate & Other(20.2)
Net income attributable to UGI Corporation$166.0

In addition to the one-time adjustments of the TCJA , net income attributable to UGI for the three months ended December 31, 2017, includes the beneficial impact of the TCJA, principally as a result of the lower federal income tax rate, of $20.4 million (as further described below under “Impact of Changes in U.S. and French Tax Laws”).
(b)Three months ended December 31, 2016, includes net after-tax loss of $5.3 million from extinguishments of debt.
(c)Three months ended December 31, 2017, includes beneficial impact of a $17.3 million adjustment to net deferred income tax liabilities associated with a December 2017 change in French income tax rates. Three months ended December 31, 2016, includes beneficial impact of a $27.4 million adjustment to net deferred income tax liabilities associated with a change in French income tax rate and an income tax settlement refund of $6.7 million, plus interest, in France. In addition to these one-time adjustments, net income attributable to UGI for the three months ended December 31, 2017, includes the negative impact of a higher 2018 French corporate income tax rate of $3.9 million (as further described below under “Impact of Changes in U.S. and French Tax Laws”).
(d)Includes after-tax integration expenses associated with Finagaz of $1.2 million and $5.3 million for the three months ended December 31, 2017 and 2016, respectively.
(e)Includes net after-tax gains on commodity derivative instruments not associated with current-period transactions of $4.6 million and $52.2 million for the three months ended December 31, 2017 and 2016, respectively. Also includes after-tax unrealized gains (losses) on certain foreign currency derivative instruments of $(0.1) million and $0.8 million for the three months ended December 31, 2017 and 2016, respectively.
N.M. — Variance is not meaningful.


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Impact of Changes in U.S. and French Tax Laws
On December 22, 2017, the TCJA was enacted into law. Among the significant changes resulting from the law, the TCJA reduces the U.S. federal income tax rate from 35% to 21% effective January 1, 2018, creates a territorial tax system with a one-time mandatory “toll tax” on previously unrepatriated foreign earnings, and allows for immediate capital expensing of certain qualified property. It also applies restrictions on the deductibility of interest expense and applies a broader application of compensation limitations. In addition, in December 2017 the French Parliament approved the Finance Bill for 2018 and the second amended Finance Bill for 2017 (collectively, the “December 2017 French Finance Bills”). One impact of the December 2017 French Finance Bills is an increase in the Fiscal 2018 corporate income tax rate in France to 39.4% from 34.4% previously. The December 2017 French Finance Bills also include measures to reduce the corporate income tax rate to 25.8% effective for fiscal years starting after January 1, 2022 (Fiscal 2023).
During the three months ended December 31, 2017, we recorded two impacts of the enactment of the TCJA and the December 2017 French Finance Bills. The first impact comprises “one-time” discrete adjustments to our deferred income tax assets and liabilities, accrued income taxes and deferred tax valuation allowances. For the three months ended December 31, 2017, the one-time adjustments associated with the TCJA decreased income tax expense and increased net income attributable to UGI by $166.0 million, or $0.94 per diluted share. For the three months ended December 31, 2017, the one-time remeasurement of our French deferred income tax assets and liabilities associated with the December 2017 French Finance Bills decreased income tax expense, and increased net income attributable to UGI, by $17.3 million, or $0.10 per diluted share. These one-time adjustments to our income tax assets and liabilities resulting from the TCJA and the December 2017 French Finance Bills have been excluded from our non-GAAP earnings in our non-GAAP disclosures below.
The second impact of the enactments of the TCJA and the December 2017 French Finance Bills primarily comprises the effects of the tax law changes on current-period results. With respect to the TCJA, the impact on current-period results principally reflects the lower federal corporate income tax rate, which for UGI in Fiscal 2018 consists of a blended federal income tax rate of 24.5%. For the three months ended December 31, 2017, the effects of the TCJA on current period results (excluding the one-time impacts described above) decreased income tax expense, and increased net income attributable to UGI, by approximately $20.4 million. With respect to the December 2017 French Finance Bills, the impact on current-period results reflects the higher 2018 French corporate income tax rate which increased income taxes, and decreased net income attributable to UGI, by approximately $3.9 million. On a combined basis (excluding the previously mentioned one-time discrete adjustments from the TCJA and the December 2017 French Finance Bills on income tax assets and liabilities), the TCJA and the December 2017 French Finance Bills decreased 2017 three-month period income tax expense, and increased net income attributable to UGI, by $16.5 million, or $0.09 per diluted share.
The impacts of the TCJA and the December 2017 French Finance Bills are more fully described below and in Note 5 to condensed consolidated financial statements.
Adjusted Net Income (Loss) Attributable to UGI Corporation by Business Unit (Non-GAAP):
Adjusted net income (loss) attributable to UGI Corporation for the three months ended December 31, 2017 and 2016 is as follows:
For the three months ended December 31, 2017 2016 
Variance - Favorable
(Unfavorable)
(Dollars in millions) Amount % of Total Amount % of Total Amount % Change
AmeriGas Propane $28.5
 15.9 % $21.9
 13.6 % $6.6
 30.1 %
UGI International 54.3
 30.3 % 66.2
 41.1 % (11.9) (18.0)%
Midstream & Marketing 37.7
 21.0 % 29.9
 18.6 % 7.8
 26.1 %
UGI Utilities 60.2
 33.6 % 44.3
 27.5 % 15.9
 35.9 %
Corporate & Other (1.4) (0.8)% (1.4) (0.8)% 
 N.M.
Adjusted net income attributable to UGI Corporation $179.3
 100.0 % $160.9
 100.0 % $18.4
 11.4 %

Adjusted net income attributable to UGI Corporation for the 2017 three-month period was $179.3 million (equal to $1.01 per diluted share) compared to adjusted net income attributable to UGI Corporation for the 2016 three-month period of $160.9 million (equal to $0.91 per diluted share). Adjusted net income attributable to UGI in the 2017 and 2016 three-month periods includes the following:

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a $15.9 million increase in adjusted net income from UGI Utilities;
a $7.8 million increase in adjusted net income from Midstream & Marketing;
a $6.6 million increase in adjusted net income attributable to UGI from AmeriGas Propane; and
an $11.9 million decrease in adjusted net income from UGI International.
Adjusted results for the three months ended December 31, 2017, include approximately $16.5 million of lower income taxes on our current-period results reflecting the beneficial effects of the TCJA ($20.4 million) offset in part by an increase in UGI International income taxes of $3.9 million as a result of the increase in the French income tax rate for Fiscal 2018.
Temperatures in our domestic business units were slightly warmer than normal but colder than the prior-year period, while average temperatures at UGI International were approximately normal but warmer than the prior-year period. UGI Utilities improved results reflect the impact of the colder weather as well as higher base rates at PNG, which became effective on October 20, 2017. Although temperatures at AmeriGas Propane during the 2017 three-month period were colder than the prior-year period, the year-to-year comparison was significantly influenced by much colder temperatures that occurred in late December 2017. Much of the impact of this late December 2017 cold weather on volumes at AmeriGas Propane will be realized in January 2018. Our 2017 three-month period UGI International net income was negatively impacted by lower heating-related sales, slightly lower average bulk and cylinder unit margins and the $3.9 million increase in income tax expense as a result of the higher French income tax rate in Fiscal 2018.
We believe that each of our business units has sufficient liquidity in the form of revolving credit facilities and with respect to Midstream & Marketing, also an accounts receivable securitization facility, to fund business operations during Fiscal 2018 (see “Financial Condition and Liquidity” below).
Non-GAAP Financial Measures - Adjusted Net Income Attributable to UGI and Adjusted Earnings Per Diluted Share
As previously mentioned, UGI management uses “adjusted net income attributable to UGI Corporation” and “adjusted diluted earnings per share,” both of which are non-GAAP financial measures, when evaluating UGI’s overall performance. For the 2017 and 2016 three-month periods, adjusted net income attributable to UGI Corporation is net income attributable to UGI after excluding net after-tax gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions (principally comprising changes in unrealized gains and losses on such derivative instruments), Finagaz integration expenses, losses associated with extinguishments of debt at AmeriGas Propane and the one-time impacts on income tax balances resulting from the enactment of TCJA and the French Finance Bills.
Non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and should be considered in addition to, and not as a substitute for, the comparable GAAP measures. Management believes that these non-GAAP measures provide meaningful information to investors about UGI’s performance because they eliminate gains and losses on commodity and certain foreign currency derivative instruments not associated with current-period transactions and other significant discrete items that can affect the comparison of period-over-period results.


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The following tables reconcile consolidated net income attributable to UGI Corporation, the most directly comparable GAAP measure, to adjusted net income attributable to UGI Corporation, and reconcile diluted earnings per share, the most comparable GAAP measure, to adjusted diluted earnings per share, to reflect the adjustments referred to above:
Three Months Ended December 31, 2017 Total AmeriGas Propane UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other
Adjusted net income attributable to UGI Corporation (millions):            
Net income (loss) attributable to UGI Corporation $365.9
 $141.6
 $61.1
 $112.0
 $68.3
 $(17.1)
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $2.1) (a) (4.6) 
 
 
 
 (4.6)
Unrealized losses on foreign currency derivative instruments (net of tax of $(0.0)) (a) 0.1
 
 
 
 
 0.1
Integration expenses associated with Finagaz (net of tax of $(0.7)) (a) 1.2
 
 1.2
 
 
 
Impact of French Finance Bill (17.3) 
 (17.3) 
 
 
Impact from TCJA (166.0) (113.1) 9.3
 (74.3) (8.1) 20.2
Adjusted net income (loss) attributable to UGI Corporation $179.3
 $28.5
 $54.3
 $37.7
 $60.2
 $(1.4)
             
Adjusted diluted earnings per share:            
UGI Corporation earnings (loss) per share — diluted $2.07
 $0.80
 $0.35
 $0.63
 $0.39
 $(0.10)
Net gains on commodity derivative instruments not associated with current-period transactions (0.03) 
 
 
 
 (0.03)
Unrealized losses on foreign currency derivative instruments 
 
 
 
 
 
Integration expenses associated with Finagaz 0.01
 
 0.01
 
 
 
Impact of French Finance Bill (0.10) 
 (0.10) 
 
 
Impact from TCJA (0.94) (0.64) 0.05
 (0.42) (0.05) 0.12
Adjusted diluted earnings (loss) per share $1.01
 $0.16
 $0.31
 $0.21
 $0.34
 $(0.01)



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Three Months Ended December 31, 2016 Total AmeriGas Propane UGI International Midstream & Marketing UGI
Utilities
 Corporate
& Other
Adjusted net income attributable to UGI Corporation (millions):            
Net income attributable to UGI Corporation $230.7
 $16.6
 $88.3
 $29.9
 $44.3
 $51.6
Net gains on commodity derivative instruments not associated with current-period transactions (net of tax of $33.3) (a) (52.2) 
 
 
 
 (52.2)
Unrealized gains on foreign currency derivative instruments (net of tax of $0.4) (a) (0.8) 
 
 
 
 (0.8)
Loss on extinguishments of debt (net of tax of $(3.4)) (a) 5.3
 5.3
 
 
 
 
Integration expenses associated with Finagaz (net of tax of $(2.8)) (a) 5.3
 
 5.3
 
 
 
Impact from change in French tax rate (27.4) 
 (27.4) 
 
 
Adjusted net income (loss) attributable to UGI Corporation $160.9
 $21.9
 $66.2
 $29.9
 $44.3
 $(1.4)
             
Adjusted diluted earnings per share:            
UGI Corporation earnings per share — diluted $1.30
 $0.09
 $0.50
 $0.17
 $0.25
 $0.29
Net gains on commodity derivative instruments not associated with current-period transactions (0.29) 
 
 
 
 (0.29)
Unrealized gains on foreign currency derivative instruments (b) (0.01) 
 
 
 
 (0.01)
Loss on extinguishments of debt 0.03
 0.03
 
 
 
 
Integration expenses associated with Finagaz 0.03
 
 0.03
 
 
 
Impact from change in French tax rate (0.15) 
 (0.15) 
 
 
Adjusted diluted earnings (loss) per share $0.91
 $0.12
 $0.38
 $0.17
 $0.25
 $(0.01)
  Three Months Ended
December 31,
(Millions of dollars, except per share amounts) 2019 2018
Adjusted net income attributable to UGI Corporation:    
Net income attributable to UGI Corporation $212.0
 $64.2
Net losses on commodity derivative instruments not associated with current-period transactions (net of tax of $(1.4) and $(35.5), respectively) (a) (b) 10.2
 81.2
Unrealized losses (gains) on foreign currency derivative instruments (net of tax of $(4.4) and $2.3, respectively) (a) 11.3
 (5.8)
Loss on extinguishments of debt (net of tax of $0 and $(1.9), respectively) (a) 
 4.2
Acquisition and integration expenses associated with the CMG Acquisition (net of tax of $(0.2) and $0, respectively) (a) 0.5
 
LPG business transformation expenses (net of tax of $(4.5) and $0, respectively) (a) 12.2
 
Total adjustments 34.2
 79.6
Adjusted net income attributable to UGI Corporation $246.2
 $143.8
     
Adjusted diluted earnings per share:    
UGI Corporation earnings per share - diluted $1.00
 $0.36
Net losses on commodity derivative instruments not associated with current-period transactions 0.05
 0.46
Unrealized losses (gains) on foreign currency derivative instruments (b) 0.06
 (0.03)
Loss on extinguishments of debt 
 0.02
Acquisition and integration expenses associated with the CMG Acquisition 
 
LPG business transformation expenses 0.06
 
Total adjustments 0.17
 0.45
Adjusted diluted earnings per share $1.17
 $0.81

(a)Income taxes associated with pre-tax adjustments determined using statutory business unit tax rates.
(b)Includes the effects of rounding associated with per share amounts.


RESULTS OF OPERATIONS

2017 three-month period compared to the 2016 three-month period

Note - Average temperatures based upon heating degree days for all of our business segments presented below are now based upon recent 15-year periods (rather than recent 30-year periods) as we believe more recent temperatures are a better indication of normal heating degree days. Prior-period weather statistics have been restated, as appropriate, to conform to the new periods.


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SEGMENT RESULTS OF OPERATIONS

2019 Three-Month Period Compared to the 2018 Three-Month Period
AmeriGas Propane
For the three months ended December 31, 2017 2016 Increase (Decrease) 2019 2018 Increase (Decrease)
(Dollars in millions)                
Revenues $787.3
 $677.2
 $110.1
 16.3 % $730.4
 $820.2
 $(89.8) (10.9)%
Total margin (a) $421.2
 $416.5
 $4.7
 1.1 % $441.2
 $441.7
 $(0.5) (0.1)%
Partnership operating and administrative expenses $230.3
 $226.8
 $3.5
 1.5 %
Partnership Adjusted EBITDA (b)(c) $194.1
 $185.1
 $9.0
 4.9 %
Operating income (c) (d) $147.9
 $141.9
 $6.0
 4.2 %
Operating and administrative expenses $240.0
 $235.1
 $4.9
 2.1 %
Operating income/earnings before interest expense and income taxes $165.3
 $166.6
 $(1.3) (0.8)%
Retail gallons sold (millions) 305.0
 305.7
 $(0.7) (0.2)% 304.4
 310.3
 (5.9) (1.9)%
Heating degree days—% (warmer) than normal (e) (1.4)% (10.3)% 
 
Heating degree days—% colder than normal (b) 3.7% 4.9% 
 
(a)Total margin represents total revenues less total cost of sales. Total margin for the three months ended December 31, 2017 and 2016 excludes net pre-tax gains of $0.8 million and $25.7 million, respectively, on AmeriGas Propane commodity derivative instruments not associated with current-period transactions.
(b)Partnership Adjusted EBITDA should not be considered as an alternative to net income (loss) (as an indicator of operating performance) and is not a measure of performance or financial condition under GAAP. Management uses Partnership Adjusted EBITDA as the primary measure of segment profitability for the AmeriGas Propane segment (see Note 15 to condensed consolidated financial statements).
(c)Amounts for the three months ended December 31, 2016, reflect adjustments to correct previously recorded gains on sales of fixed assets ($8.8 million) and decreased depreciation expense ($1.1 million) relating to certain assets acquired with the Heritage Propane acquisition in 2012, which adjustments reduced Partnership Adjusted EBITDA by $8.8 million and reduced operating income by $7.7 million.
(d)Operating income reflects certain operating and administrative expenses of the General Partner.
(e)Deviation from average heating degree days for the 15-year period 2002-2016 based upon national weather statistics provided by the National Oceanic and Atmospheric Administration (“NOAA”)NOAA for 344 Geo Regions in the United States, excluding Alaska and Hawaii.


AmeriGas Propane’sPropane retail gallons sold during the 20172019 three-month period were approximately equal to1.9% lower than the prior-year period. Average temperatures based upon heating degree days duringwere 3.7% colder than normal for the 20172019 three-month period were 1.4%but 1.2% warmer than normal but 9.9% colder than the prior-year period. Average temperatures during the 2017 three-month period were significantly influenced by much colder than normal temperatures that occurred during the last week of December which was nearly 60% colder than the prior year. Excluding the last week of December 2017,Although average temperatures during the 20172019 three-month period were approximately 6.6%colder than normal, average temperatures in the critical heating-season month of December 2019 were 8.6% warmer than normal and 3.8% colder than the prior-year period.normal.


AmeriGas Propane’s retailRetail propane revenues increased $99.2decreased $90.7 million during the 20172019 three-month period reflecting the effects of higherlower average retail selling prices ($100.677.0 million) partially offset byand the lower retail volumes sold ($1.413.7 million). Wholesale propane revenues increased $8.2$1.0 million during the 2017 three-month period reflecting the effects of higher wholesale volumes ($5.6 million) largely offset by lower average wholesale selling prices ($5.6 million) and higher wholesale volumes sold ($2.64.6 million). Average daily wholesale propane commodity prices during the 20172019 three-month period at Mont Belvieu, Texas, one of the major supply points in the U.S., were approximately 64% higher38% lower than such prices during the 20162018 three-month period. Other revenues in the 20172019 three-month period were slightly higherlower than in the prior-year period. AmeriGas Propane totalTotal cost of sales increased $105.4decreased $89.3 million principally reflectingduring the effects of higher average propane product costs ($103.0 million) and, to a much lesser extent, the effects of the higher wholesale propane volumes sold.
AmeriGas Propane total margin increased $4.7 million in the 2017 three-month period principally reflecting slightly higher retail propane total margin ($2.6 million) and slightly higher non-propane total margin ($2.1 million). The increase in retail propane total margin reflects slightly higher average retail unit margin.

Partnership Adjusted EBITDA increased $9.0 million in the 20172019 three-month period principally reflecting the effects of the higher total marginlower average propane product costs ($4.788.4 million) and higher other operating incomelower retail propane volumes sold ($7.86.4 million) partially offset by slightlythe higher Partnershipwholesale propane volumes sold ($5.5 million).

AmeriGas Propane total margin decreased $0.5 million in the 2019 three-month period principally reflecting lower retail volumes sold ($7.3 million) largely offset by higher average retail unit margins ($5.5 million) and, to a much lesser extent, higher average wholesale unit margins ($1.3 million).

Operating income and earnings before interest expense and income taxes decreased $1.3 million principally reflecting higher operating and administrative expenses ($3.54.9 million). The and the previously mentioned lower total margin ($0.5 million), partially offset by an increase in other operating income reflects the absence of an $8.8 million adjustment recorded in the prior-year period($2.3 million) largely related to correct previously recorded gainshigher income on sales of fixed assets acquired with the Heritage Propane acquisition in 2012.excess real estate and lower depreciation and amortization expense ($1.8 million). The increase in operating and administrative expenses principallyin the 2019 three-month period reflects, among other things, higher vehicle ($2.9 million), outside services ($2.0 million) and compensation and benefits ($1.9 million) expenses partially offset by lower general insurance and self-insured casualty and liability expense.expense ($2.7 million) and higher vehicle lease expense ($2.1 million).




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AmeriGas Propane operating income increased $6.0 million in the 2017 three-month period principally reflecting the $9.0 million increase in Adjusted EBITDA partially offset by a $2.8 million increase in depreciation and amortization expense.
During the 2016 three-month period, AmeriGas Partners recognized a pre-tax loss of $33.2 million associated with early repayments of $500 million principal amount of AmeriGas Partners’ 7.0% Senior Notes comprising early redemption premiums and the write-off of unamortized debt issuance costs.


UGI International
For the three months ended December 31, 2017 2016 Increase (Decrease) 2019 2018 Increase (Decrease)
(Dollars in millions)                
Revenues $784.2
 $539.1
 $245.1
 45.5 % $651.4
 $710.7
 $(59.3) (8.3)%
Total margin (a) $299.4
 $281.1
 $18.3
 6.5 % $283.0
 $252.1
 $30.9
 12.3 %
Operating and administrative expenses (b) $173.9
 $165.6
 $8.3
 5.0 % $157.5
 $164.4
 $(6.9) (4.2)%
Operating income (b) $93.1
 $88.9
 $4.2
 4.7 % $95.8
 $58.3
 $37.5
 64.3 %
Income before income taxes (b) (c) $82.6
 $84.0
 $(1.4) (1.7)%
Earnings before interest expense and income taxes $100.2
 $59.0
 $41.2
 69.8 %
LPG retail gallons sold (millions) 263.6
 254.2
 $9.4
 3.7 % 246.4
 237.6
 8.8
 3.7 %
UGI International degree days—% (warmer) colder than normal (d) (0.9)% 6.6% 
 
Heating degree days—% (warmer) than normal (b) (10.3)% (8.0)% 
 
(a)Total margin represents total revenues less total cost of sales. Total margin forsales and, in the three months ended December 31, 20172018 three-month period, French energy certificate costs of $10.0 million. For financial statement purposes, French energy certificate costs in the 2018 three-month period are included in “Operating and 2016 excludes net pre-tax gainsadministrative expenses” on the Condensed Consolidated Statements of $17.0 millionIncome (but are excluded from operating and $15.9 million, respectively,administrative expenses presented above). In the 2019 three-month period, French energy certificate costs are included in cost of sales on UGI International commodity derivative instruments not associated with current-period transactions.the Condensed Consolidated Statements of Income.
(b)Reflects impacts of Finagaz integration expenses for the three months ended December 31, 2017 and 2016, of $1.9 million and $8.1 million, respectively.
(c)Income before income taxes for the three months ended December 31, 2017 and 2016 excludes net pre-tax unrealized gains (losses) on certain foreign currency derivative contracts of $(0.1) million and $1.2 million, respectively.
(d)Deviation from average heating degree days for the 15-year period 2002-2016 at locations in our UGI International service territories.


Average temperatures during the 20172019 three-month period were approximately 0.9%10.3% warmer than normal and 7.0%2.7% warmer than the prior-year period. TotalNotwithstanding the warmer temperatures, total LPG retail gallons sold during the 20172019 three-month period were 3.7% higher than the prior-year period as incremental retail gallons sold as a result of our October 2017 acquisition of Total’s retail LPG business in Italy (now known as “UniverGas”) werereflecting strong bulk volumes associated with crop drying partially offset by lower cylinder volumes and the effects of the warmer weather on heating-related bulk sales and lower crop-drying volumes.sales. During the 20172019 three-month period, average wholesale commodity prices for propane and butane in northwest Europe were approximately 37% and 25% higher15% lower than in the prior-year period. Average wholesale butane prices in northwest Europe for the 2019 three-month period respectively.were slightly lower than the prior-year period.


UGI International base-currency results are translated into U.S. dollars based upon exchange rates experienced during the reporting periods. Differences in these translation rates affect the comparison of line item amounts presented in the table above. The functional currency of a significant portion of our UGI International results is the euro and, to a much lesser extent, the British pound sterling. During the 20172019 and 20162018 three-month periods, the average un-weightedunweighted euro-to-dollar translation rates were approximately $1.18$1.11 and $1.08,$1.14, respectively, and the average un-weightedunweighted British pound sterling-to-dollar translation rates were approximately $1.33 and $1.25, respectively. Although the euro and British pound sterling were stronger$1.29 during the 2017 three-month period and impact the comparison of line item amounts presented in the table above, the effects of these stronger currencies did not have a significant impact on UGI International net income due to gains and losses on foreign currency exchange contracts.both periods.


UGI International revenues increased $245.1decreased $59.3 million during the 20172019 three-month period principally reflecting approximately $137.0 million of combined incremental revenues from UniverGas and our August 2017 acquisition of an electricity and natural gas marketing business in the Netherlands (“DVEP”), the effects of higherlower average LPG selling prices resulting fromand the highertranslation effects of the weaker euro (approximately $19 million) partially offset by the previously mentioned increase in LPG retail volumes. UGI International cost of sales decreased $90.2 million during the 2019 three-month period principally reflecting lower average LPG product costs and the translation effects on local currency revenues of the strongerweaker euro and British pound sterling. UGI International cost of sales increased $226.8 million during the 2017 three-month period reflecting approximately $119.0 million of incremental cost of sales associated with UniverGas and DVEP, higher average LPG commodity costs, and the translation effects of the stronger euro and British pound sterling.(approximately $11 million).


UGI International total margin increased $18.3$30.9 million primarily reflecting higher average LPG unit margins including margin management efforts and increased recovery of costs associated with energy conservation certificates, higher retail volumes associated with crop drying and, to a much lesser extent, higher natural gas margins. The effect of these increases was partially offset by the translation effects of the strongerweaker euro (approximately $8 million), lower cylinder volumes and British pound sterling and approximately $18.0 million of incremental margin from UniverGas and DVEP. These increases in margin were partially offset by the effects of the warmer weather on legacy businessheating-related bulk sales.

UGI International operating income increased $37.5 million principally reflecting the previously mentioned $30.9 million increase in total margin and lower operating and administrative expenses ($6.9 million). The decrease in operating and administrative expenses largely reflects the translation effects of the weaker euro (approximately $4 million) and lower maintenance and outside services costs. UGI International earnings before interest expense and income taxes in the 2019 three-month period increased $41.2 million principally reflecting the increase in operating income ($37.5 million) and higher pre-tax realized gains on foreign currency exchange contracts entered into in order to reduce volatility in UGI International net income resulting from slightly lower average LPG retail bulk andthe translation effects of changes in foreign currency exchange rates ($3.6 million).



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cylinder unit margins, the lower legacy business LPG retail volume sales and, to a much lesser extent, slightly lower retail natural gas total margin on lower average unit margins.

The $4.2 million increase in UGI International operating income principally reflects the previously mentioned $18.3 million increase in total margin partially offset by an $8.3 million increase in operating and administrative costs and a $4.3 million increase in depreciation and amortization expense. The increase in operating and administrative costs principally reflects the translation effects of the stronger euro and British pound sterling on local currency expenses and approximately $10.0 million of incremental expenses from UniverGas and DVEP. These increases in operating and administrative expenses were partially offset by lower local currency operating expenses at our legacy LPG business reflecting, in large part, expense synergies from Finagaz integration activities and lower repairs and maintenance, LPG distribution and Finagaz integration expenses. Operating and administrative expenses in the 2017 and 2016 three-month periods include $1.9 million and $8.1 million of Finagaz integration costs, respectively. The higher depreciation and amortization reflects UniverGas and DVEP ($2.8 million) and the translation effects of the stronger currencies. UGI International income before income taxes decreased $1.4 million principally reflecting the previously mentioned $4.2 million increase in UGI International operating income reduced by realized losses on foreign currency exchange contracts ($4.7 million) and slightly higher interest expense ($0.8 million) due to the stronger euro.


Midstream & Marketing
For the three months ended December 31, 2017 2016 Increase 2019 2018 Increase (Decrease)
(Dollars in millions)                
Revenues $328.0
 $269.8
 $58.2
 21.6% $372.5
 $459.4
 $(86.9) (18.9)%
Total margin (a) $89.0
 $78.0
 $11.0
 14.1% $108.3
 $81.9
 $26.4
 32.2 %
Operating and administrative expenses $26.7
 $23.0
 $3.7
 16.1% $34.9
 $29.2
 $5.7
 19.5 %
Operating income $52.3
 $49.7
 $2.6
 5.2% $55.1
 $41.1
 $14.0
 34.1 %
Income before income taxes $52.6
 $49.1
 $3.5
 7.1%
Earnings before interest expense and income taxes $61.6
 $42.6
 $19.0
 44.6 %
(a)Total margin represents total revenues less total cost of sales. Total margin for the three months ended December 31, 2017 and 2016 excludes net pre-tax gains (losses) of $(11.1) million and $62.6 million, respectively, on Midstream & Marketing commodity derivative instruments not associated with current-period transactions.


TemperaturesAverage temperatures across Midstream & Marketing’s energy marketing territory during the three months ended December 31, 2019 were approximately 1.1%slightly warmer than normal but 6.2% colderand approximately 4.6% warmer than in the prior-year period.

Midstream & Marketing 2017Marketing’s 2019 three-month period revenues were $58.2$86.9 million higherlower than the prior-year period principally reflecting higherdecreased natural gas revenues ($42.0108.1 million) and, to a much lesser extent, lower electric generation ($3.0 million), retail power ($1.6 million) and capacity revenues ($1.6 million). The significant decrease in natural gas revenues is primarily attributable to lower average natural gas prices during the 2019 three-month period. The effect of these revenue decreases were partially offset by higher natural gas gathering and peaking revenues. The increase in natural gas revenues principally reflects the effects of higher natural gas volumes, reflecting customer growth and the colder weather, and the effects of slightly higher average natural gas prices. The increase in peaking revenues reflects an increase in the number of contracts and the effects of the colder weather while the increase in natural gas gathering revenues reflects($32.8 million) largely attributable to incremental revenues from the Sunbury Pipeline,CMG which serves a natural gas-fired electricity generation facility in central Pennsylvania and began generating revenues in late Fiscal 2017, and, to a much lesser extent, incremental revenues from a north-central Pennsylvania natural gas gathering systemwas acquired on October 31, 2017.August 1, 2019. Midstream & Marketing cost of sales were $239.0$264.2 million in the 20172019 three-month period compared to $191.8$377.5 million in the 20162018 three-month period, an increase of $47.2period. The $113.3 million principally reflecting higher natural gasdecrease in cost of sales primarily a result of the higherprincipally reflects lower natural gas volumes and prices.costs.


Midstream & Marketing total margin increased $11.0$26.4 million in the 20172019 three-month period reflecting higher total margin from our midstream assets ($8.0 million), principally the result of higher natural gas gathering and peaking total margin, and higher electricity generation total margin ($3.2 million). The increase in natural gas gathering total margin reflects($32.8 million) largely attributable to incremental marginmargins from the Sunbury PipelineCMG and, to a much lesser extent, our Auburn IV natural gas gathering system which was placed into service in November 2019. The effect of these increases was partially offset by lower capacity management margin and lower margin from the recently acquired natural gas gathering assets, while the increase in peaking total margin reflects an increase in the number of contracts and the effects of the colder weather. The higher electricity generation total margin reflects higher electricity unit margins and higher electric generation volumes principally at our Hunlock Station generating facility.facility reflecting lower volumes.


Midstream & Marketing operating income and incomeearnings before interest expense and income taxes during the 20172019 three-month period increased $2.6$14.0 million and $3.5$19.0 million, respectively. The increase in operating income principally reflects the previously mentioned increase in total margin ($11.026.4 million) partially offset by higher depreciation and amortization expense ($6.9 million) and increased operating and administrative expenses ($3.75.7 million),. The higher depreciation and amortization expense ($2.1 million), and a $2.7 million decrease in other operating income primarily from the absence of AFUDC income associated with the Sunbury Pipeline project recorded in the prior-year period. The $3.7 million increase in operating and administrative expenses reflects higher wage and benefitsare largely attributable to CMG. The increase in earnings before interest expense and higher expenses associated with greater peaking and gas gathering activities, whileincome taxes reflects the increase in depreciation expense principally reflects incremental depreciation from the expansion

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of our natural gas pipeline and peaking assets. The increase in income before income taxes in the 2017 three-month period reflects the higher operating income and $1.2 million ofequity income from our PennEast pipelinePennant, a natural gas gathering and processing equity investment reflecting AFUDC income.interest that was acquired as part of the CMG Acquisition.


UGI Utilities
For the three months ended December 31, 2017 2016 Increase 2019 2018 Increase (Decrease)
(Dollars in millions)                
Revenues $323.1
 $261.4
 $61.7
 23.6% $329.3
 $322.7
 $6.6
 2.0 %
Total margin (a) $170.0
 $150.6
 $19.4
 12.9% $176.6
 $161.9
 $14.7
 9.1 %
Operating and administrative expenses(a) $54.7
 $52.3
 $2.4
 4.6% $58.1
 $61.2
 $(3.1) (5.1)%
Operating income $96.3
 $82.2
 $14.1
 17.2% $91.8
 $77.0
 $14.8
 19.2 %
Income before income taxes $85.4
 $72.2
 $13.2
 18.3%
Gas Utility system throughput—billions of cubic feet (“bcf”)        
Earnings before interest expense and income taxes $91.6
 $77.4
 $14.2
 18.3 %
Gas Utility system throughput—bcf        
Core market 25.5
 23.0
 2.5
 10.9% 26.1
 26.5
 (0.4) (1.5)%
Total 69.2
 66.2
 3.0
 4.5% 84.5
 75.7
 8.8
 11.6 %
Electric Utility distribution sales - millions of kilowatt hours (“gwh”) 246.6
 240.6
 6.0
 2.5%
Electric Utility distribution sales - gwh 245.6
 249.7
 (4.1) (1.6)%
Gas Utility heating degree days—% (warmer) than normal (b) (1.9)% (6.3)% 
 
 (4.2)% (0.5)% 
 

(a)Total margin represents total revenues less total cost of sales and revenue-related taxes i.e.(i.e., Electric Utility gross receipts taxes,taxes) of $1.1 million and $1.3 million during each of the three months ended December 31, 20172019 and 2016,2018, respectively. 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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purposes, revenue-related taxes are included in “Operating and administrative expenses” on the Condensed Consolidated Statements of Income (but are excluded from operating and administrative expenses presented above).
(b)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 three months ended December 31, 2017,2019, were 1.9%4.2% warmer than normal but 6.0% colderand 3.7% warmer than during the three months ended December 31, 2016.prior-year period. Gas Utility core market volumes increased 2.5decreased slightly (0.5 bcf (10.9%and 1.9%) principally reflecting the effects of the colder 2017 three-month periodwarmer weather andpartially offset by growth in the number of core market customers.customers and higher average use per customer. Total Gas Utility distribution system throughput increased 3.08.8 bcf principally reflecting the higher core marketinterruptible delivery service volumes (5.1 bcf) and slightly higher large firm delivery service volumes. These increases werevolumes (4.1 bcf) partially offset by lower interruptible delivery servicethe previously mentioned slight decrease in core market volumes. Electric Utility kilowatt-hour sales were 2.5% higherlower than the prior-year period principally reflecting the impact of the colderwarmer weather on Electric Utility heating-related sales.

UGI Utilities revenues increased $61.7$6.6 million in the three months ended December 31, 2019, reflecting a $62.9$9.2 million increase in Gas Utility revenues partially offset by slightly lowera $2.6 million decrease in Electric Utility revenues. The higherincrease in Gas Utility revenues principally reflect an increase inreflects higher core market revenues ($48.111.1 million), higher off-system sales revenues ($11.5 million), and higher large firm and interruptible delivery service revenues ($4.42.3 million), partially offset by lower off-system sales and capacity release revenues ($6.8 million). The $48.1$11.1 million increase in Gas Utility core market revenues principally reflects the effects of the higher core market throughput ($18.8 million), higher average retail core market PGC rates ($25.3 million) and the increase in PNG base rates effective October 20, 2017 ($4.0 million).11, 2019 and slightly higher PGC rates partially offset by slightly lower core market throughput. The $2.6 million decrease in Electric Utility revenues principally reflects slightlyduring the 2019 three-month period is largely attributable to lower average DS rates ($1.3 million) and, to a much lesser extent, the lower transmission revenue ($0.4 million) partially offset by the higher Electric Utility volumes. kilowatt-hour sales.

UGI Utilities cost of sales was $151.8$151.6 million in the three months ended December 31, 20172019 compared with $109.5$159.5 million in the three months ended December 31, 2016, principally2018, reflecting higherlower Gas Utility cost of sales ($43.35.3 million) partially offset byand lower Electric Utility cost of sales ($1.02.6 million) from. The lower DS rates. The higher Gas Utility cost of sales principally reflects higher average retail core market PGC rates ($22.6 million), higher costthe effects of the lower costs of sales associated with Gas Utility off-system sales ($11.57.7 million), and higher retail core-market partially offset by increased cost of sales related to core market volumes ($9.21.8 million). reflecting higher PGC rates.


UGI Utilities total margin increased $19.4$14.7 million principallyduring the 2019 three-month period reflecting higher total margin from Gas Utility core market customers ($16.49.2 million) including the impact of the increase in base rates which became effective October 11, 2019. The margin increase was also impacted by an unallocated negative surcharge revenue reduction ($4.1 million) in the 2018 three-month period as a result of a PAPUC Order related to the TCJA and higher large firm and interruptible delivery service total margin ($3.81.0 million). The increase in Gas Utility core market margin principally reflects the higher core market throughput ($12.3 million) 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.


UGI Utilities operating income and earnings before interest expense and income taxes increased $14.1$14.8 million and $14.2 million, respectively, during the 2019 three-month period principally reflecting the previously mentioned increase in total margin ($19.414.7 million) partially offset by higherand lower operating and administrative expenses ($2.43.1 million) and greater depreciation and amortization expense ($3.0 million) associated with increased capital expenditure activity.. The increasedecrease in UGI Utilities operating and administrative expenses reflects, higher distribution expenses ($1.8 million), higheramong other things, lower uncollectible accounts expense ($1.01.8 million) and higher information technologylower compensation and benefits expenses ($0.71.2 million). The effect of these increases was partially offset by a favorable payroll tax adjustment relatedgreater depreciation expense ($3.2 million) attributable to prior periods ($2.1 million).increased IT and distribution system capital expenditure activity.

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UGI Utilities income before income taxes increased $13.2 million reflecting the increase in UGI Utilities operating income ($14.1 million) partially offset by slightly higher interest expense.
Interest Expense and Income Taxes


Our consolidated interest expense during the 20172019 three-month period was $58.2$84.1 million, $2.8compared to $60.2 million higher than the $55.4 million of interest expense recorded during the 20162018 three-month period. The highersignificant increase in interest expense principally reflects higher interest expense on long-term debt outstanding including debt incurred by UGI Corporation and Energy Services to fund a portion of the effectsCMG Acquisition and the cash portion of the AmeriGas Merger, higher long-term debt outstanding at AmeriGas PropaneUGI Utilities and UGI Utilities. These increases were partially offset by lower averagehigher interest rates on long-term debt at AmeriGas Propane.short-term borrowings.

As previously mentioned, our consolidated income taxes for the three months ended December 31, 2017, were significantly impacted by the enactment of the TCJA and the December 2017 French Finance Bills. Accordingly, the effective tax rate as calculated based upon amounts on our condensed consolidated statement of income for the 2017 three-month period includes the effects of one-time discrete adjustments to deferred income tax assets and liabilities, accrued income taxes and deferred tax valuation allowances which reduced income tax expense by $183.3 million.


The effective income tax rate in the 2016 three-month period reflects the impact of a December 2016 change in the French corporate income tax rate for future years which reduced consolidated income tax expense by $27.4 million and, to a much lesser extent, the effects of an income tax settlement refund of $6.7 million, plus interest, in France.

Excluding the impacts of the one-time discrete adjustments from the TCJA and French tax rate changes in both periods as noted above, ourhigher effective income tax rate for the 20172019 three-month period was lower than in the prior-year period principally reflecting the lower blended U.S. tax rate of 24.5% in Fiscal 2018 resulting from the enactmentreflects income taxes on our 100% ownership of the TCJA.Partnerships compared to income taxes on our approximately 26% ownership interest during the 2018 three-month period.


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 and, in the case of Midstream & Marketing, also from a Receivables Facility. Long-term cash requirements are generally met through the issuance of long-term debt or equity securities. We believe that each of our business units has sufficient liquidity in the forms of cash and cash equivalents on hand; cash expected to be generated from operations; credit facility and ReceivableReceivables Facility borrowings;borrowing capacity; and the ability to obtain long-term financing to meet anticipated contractual and projected cash

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commitments. Issuances of debt and equity securities in the capital markets and additional credit facilities may not, however, be available to us on acceptable terms.


The primary sources of UGI’s cash and cash equivalents are the dividends and other cash payments made to UGI or its corporate subsidiaries by its principal business units. Our cash and cash equivalents totaled $446.4$333.4 million at December 31, 2017,2019, compared with $558.4$447.1 million at September 30, 2017.2019. Excluding cash and cash equivalents that reside at UGI’s operating subsidiaries, at December 31, 20172019 and September 30, 2017,2019, UGI had $162.0$96.1 million and $291.1$224.9 million of cash and cash equivalents, respectively, mosta substantial portion of which areis located in the U.S. Such cash is available to pay dividends on UGI Common Stock and for investment purposes.


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Long-term Debt and Short-term BorrowingsCredit Facilities

Long-term Debt


The Company’s debt outstanding at December 31, 20172019 and September 30, 2017,2019, comprises the following:
December 31, 2017 September 30, 2017December 31, 2019 September 30, 2019
(Currency in millions)AmeriGas Propane UGI International Midstream & Marketing UGI Utilities Other Total Total
(Millions of dollars)AmeriGas Propane UGI International Midstream & Marketing UGI Utilities Corp & Other Total Total
Short-term borrowings (a)$263.5
 $41.1
 $100.0
 $181.5
 $
 $586.1
 $366.9
$321.0
 $181.3
 $88.4
 $279.0
 $
 $869.7
 $796.3
                          
Long-term debt (including current maturities):                          
Senior notes$2,575.0
 $
 $
 $675.0
 $
 $3,250.0
 $3,250.0
$2,575.0
 $392.5
 $
 $825.0
 $
 $3,792.5
 $3,781.5
Term loans and notes
 825.1
 
 185.0
 
 1,010.1
 902.1
Term loans
 336.4
 696.5
 152.5
 550.0
 1,735.4
 1,729.4
Other long-term debt27.3
 22.2
 0.5
 
 9.2
 59.2
 59.8
12.0
 22.5
 41.3
(a)4.2
 297.9
 377.9
 345.7
Unamortized debt issuance costs(30.4) (4.0) 
 (4.4) 
 (38.8) (39.8)(22.7) (7.9) (11.5) (4.5) (3.8) (50.4) (52.6)
Total long-term debt$2,571.9
 $843.3
 $0.5
 $855.6
 $9.2
 $4,280.5
 $4,172.1
$2,564.3
 $743.5
 $726.3
 $977.2
 $844.1
 $5,855.4
 $5,804.0
Total debt$2,835.4
 $884.4
 $100.5
 $1,037.1
 $9.2
 $4,866.6
 $4,539.0
$2,885.3
 $924.8
 $814.7
 $1,256.2
 $844.1
 $6,725.1
 $6,600.3

(a)Short-term borrowings at UGI InternationalAmount includes finance lease recognized as a result of December 31, 2017, primarily comprise bank overdrafts at UGI France SAS.the adoption of ASU 2016-02. For additional information, see Notes 2 and 9 to Condensed Consolidated Financial Statements.

UGI International. In December 2017, Flaga repaid $9.2 million of the outstanding principal amount of its then-existing $59.1 million U.S. dollar denominated variable-rate term loan due September 2018. Concurrently, Flaga entered into an amendment to the aforementioned term loan, which amends and restates the previous agreement to provide for a principal balance of $49.9 million and extends the maturity of the term loan to April 2020 (“Flaga Term Loan”). The outstanding principal bears interest at the one-month LIBOR rate plus a margin of 1.125%. Flaga has effectively fixed the LIBOR component of the interest rate, and has effectively fixed the U.S. dollar value of the interest and principal payments payable under the Flaga Term Loan, by entering into a cross-currency swap arrangement with a bank.

UGI Utilities. In October 2017, UGI Utilities entered into a $125 million unsecured variable-rate term loan agreement (the “Utilities 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 Utilities Term Loan were used to repay revolving credit balances and for general corporate purposes. The outstanding principal amount of the Utilities 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 Utilities 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.


Credit Facilities


Additional information related to the Company’s credit agreements can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 56 to the Consolidated Financial Statements in the Company’s 20172019 Annual Report.




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Information about the Company’s principal credit agreements (excluding the Energy Services Receivables Facility discussed below) as of December 31, 20172019 and 2016,2018, is presented in the table below.
(Currency in millions) Total Capacity Borrowings Outstanding Letters of Credit and Guarantees Outstanding Available Borrowing Capacity
As of December 31, 2017        
AmeriGas OLP $600.0
 $263.5
 $67.2
 $269.3
UGI International, LLC 300.0
 
 
 300.0
UGI France SAS 60.0
 
 
 60.0
Flaga (a) 55.0
 
 1.0
 54.0
Energy Services, LLC $240.0
 $55.0
 $
 $185.0
UGI Utilities $300.0
 $181.5
 $2.0
 $116.5
As of December 31, 2016        
AmeriGas OLP $525.0
 $77.5
 $67.2
 $380.3
UGI France SAS 60.0
 
 
 60.0
Flaga (a) 55.0
 
 8.0
 47.0
Energy Services, LLC $240.0
 $20.0
 $
 $220.0
UGI Utilities $300.0
 $98.4
 $2.0
 $199.6
(Currency in millions) Total Capacity Borrowings Outstanding Letters of Credit and Guarantees Outstanding Available Borrowing Capacity
As of December 31, 2019        
AmeriGas OLP $600.0
 $321.0
 $62.7
 $216.3
UGI International, LLC (a) 300.0
 160.5
 
 139.5
Energy Services $200.0
 $20.0
 $
 $180.0
UGI Utilities $350.0
 $279.0
 $
 $71.0
UGI Corporation (b) $300.0
 $290.0
 $
 $10.0
As of December 31, 2018        
AmeriGas OLP $600.0
 $368.5
 $63.5
 $168.0
UGI International, LLC 300.0
 
 
 300.0
Energy Services $240.0
 $
 $
 $240.0
UGI Utilities $450.0
 $296.0
 $2.0
 $152.0
(a)Total capacity comprises a €25The 2018 UGI International Credit Facilities Agreement permits UGI International, LLC to borrow in euros or dollars. At December 31, 2019, the amount borrowed was USD-denominated borrowings of $180.0 million, multi-currency revolving credit facility, a €5 million overdraft facility and a €25 million guarantee facility. Guaranteesequal to €160.5 million.
(b)Borrowings outstanding reduce the available capacityhave been classified as “Long-term debt” on the €25 million guarantee facility.Condensed Consolidated Balance Sheets.


The average daily and peak short-term borrowings under the Company’s principal credit agreements during the three months ended December 31, 20172019 and 20162018 are as follows:
  For the three months ended
December 31, 2017
 For the three months ended
December 31, 2016
(Currency in millions) Average Peak Average Peak
AmeriGas OLP $199.0
 $286.0
 $191.6
 $292.5
UGI International, LLC 
 
 
 
UGI France SAS 
 
 
 
Flaga 
 
 
 
Energy Services, LLC $44.7
 $79.0
 $18.3
 $28.0
UGI Utilities $168.1
 $205.0
 $96.6
 $137.0
  For the three months ended For the three months ended
  December 31, 2019 December 31, 2018
(Millions of dollars or euros) Average Peak Average Peak
AmeriGas OLP $322.0
 $359.0
 $306.3
 $401.0
UGI International, LLC 187.0
 187.3
 
 
Energy Services $40.5
 $76.5
 $
 $
UGI Utilities $225.6
 $281.0
 $250.7
 $311.0
UGI Corporation $293.9
 $300.0
 $
 $


AmeriGas Partners. In December 2017, AmeriGas Partners entered into the Second Amended and Restated Credit Agreement (“AmeriGas Credit Agreement”) with a group of banks. The AmeriGas Credit Agreement amends and restates a previous credit agreement. The AmeriGas Credit Agreement provides for borrowings up to $600 million (including a $150 million sublimit for letters of credit) and expires in December 2022. The AmeriGas Credit Agreement permits AmeriGas to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a one-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the AmeriGas Credit Agreement, plus a margin. Under the AmeriGas Credit Agreement, the applicable margin on base rate borrowings ranges from 0.50% to 1.75%; the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.75%; and the facility fee ranges from 0.30% to 0.50%.

UGI International. In December 2017, UGI International, LLC, a wholly owned subsidiary of UGI, entered into a secured multicurrency revolving facility agreement (the "UGI International Credit Agreement") with a group of banks providing for borrowings up to €300 million. The UGI International Credit Agreement is scheduled to expire in April 2020. Under the UGI International Credit Agreement, UGI International, LLC may borrow in euros or U.S. dollars. Loans made in euros will bear interest at the associated euribor rate plus a margin ranging from 1.45% to 2.35%. Loans made in U.S. dollars will bear interest at LIBOR plus a margin ranging from 1.70% to 2.60%.

Midstream & Marketing. Receivables Facility. Energy Services LLC has a receivables purchase facility (“Receivables Facility”)Facility with an issuer of receivables-backed commercial paper currently scheduled to expire inon October 2018.23, 2020. At December 31, 2017,2019, the outstanding balance of ESFC trade receivables was $101.0$86.0 million, of which $45.0$68.4 million was sold to the bank. At December 31, 2016,2018, the

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outstanding balance of ESFC trade receivables was $81.4$135.4 million, and there were $35.0of which $10.0 million amountswas sold to the bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Condensed Consolidated Balance Sheets. During the three months ended December 31, 20172019 and 2016,2018, peak sales of receivables were $45.0$68.4 million and $36.5$15.0 million, respectively, and average daily amounts sold were $28.6$49.8 million and $23.7$1.5 million, respectively. For additional information regarding the Receivables Facility, see Note 8 to the condensed consolidated financial statements.


Dividends and Distributions


On November 29, 2017,22, 2019, UGI’s Board of Directors declared a cash dividend equal to $0.25$0.325 per common share. The dividend was paid on January 1, 2018,2020, to shareholders of record on December 15, 2017.16, 2019. On January 25, 2018,22, 2020, UGI’s Board of Directors declared a quarterly dividend of $0.25$0.325 per common share. The dividend is payable April 1, 2018,2020, to shareholders of record on March 15, 2018.16, 2020.

During the three months ended December 31, 2017, the General Partner’s Board of Directors declared and the Partnership paid a quarterly distribution on all limited partner units at a rate of $0.95 per Common Unit for the quarter ended September 30, 2017. On January 24, 2018, the General Partner’s Board of Directors approved a quarterly distribution of $0.95 per limited partner unit for the quarter ended December 31, 2017. The distribution will be paid on February 20, 2018, to unitholders of record on February 9, 2018.

Repurchase of Common Stock

In January 2014, UGI’s Board of Directors authorized a share repurchase program for up to 15 million shares of UGI Corporation Common Stock. The authorization permitted the execution of the share repurchase program over a four-year period, expiring in January 2018. On January 25, 2018, UGI’s Board of Directors authorized an extension of the share repurchase program for up to 8 million shares of UGI Corporation Common Stock for an additional four-year period.


Cash Flows


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

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fourth and first fiscal quarters when the Company’s investment in working capital, principally inventories and accounts receivable, is generally greatest.


Operating Activities.Year-to-year variations in our cash flows from operating activities can be significantly affected by changes in operating working capital especially during periods with significant changes in energy commodity prices. Cash flow provided byfrom operating activities was $31.4$118.4 million in the 20172019 three-month period compared to $126.6$96.6 million in the 20162018 three-month period. Cash flow from operating activities before changes in operating working capital was $384.6$355.6 million in the 20172019 three-month period compared to $333.9$372.2 million in the prior-year period. The higher cash flow from operating activities before changes in operating working capital reflects the positive effects on cash flow of higher net income (after adjusting net income for the previously mentioned one-time impacts of the enactment of the TCJA and changes in French tax laws on tax-related accounts in 2017 ($183.3 million) and in 2016 ($27.4 million); the non-cash effects of changes in unrealized gains and losses on derivative instruments; and the loss on extinguishments of debt at AmeriGas Partners, the cash flow effects of which are reflected in cash flows from financing activities). Cash used to fund changes in operating working capital totaled $353.2$237.2 million in the 20172019 three-month period compared to $207.3$275.6 million in the prior-year period. The higherlower net cash requiredused to fund changes in accounts receivableoperating working capital in the 2019 three-month period reflects, among other things, collateral deposits received from commodity derivative instrument counterparties in the current year compared with collateral deposits paid in the prior year, and inventories reflects, in large part, the impactnet recoveries of higher LPG and naturalGas Utility purchased gas costs duringin the current-year period.current year compared to net repayments in the prior year. These positive cash flow effects were partially offset by greater cash used to fund net changes in other operating working capital accounts including, among other things, lower cash flow from changes in inventories and accounts payable.


Investing Activities.Cash flow used by investing activities was $327.5$175.9 million in the 20172019 three-month period compared with $192.4$194.0 million in the prior-year period. Investing activity cash flow is principally affected by cash expenditures for property, plant and equipment; cash paid for acquisitions of businesses; changes in restricted cash balances;businesses and assets; investments in investees; and proceeds from sales of assets and businesses. Cash paymentsexpenditures for property, plant and equipment were $147.5$182.0 million in the 20172019 three-month period compared to $197.1$183.3 million in the prior-year period. Cash payments in the prior-year included capital expenditures associated with the Sunbury Pipeline project at Midstream & Marketing. Cash used for acquisitions of businesses and assets in the 20172018 three-month period principally reflects theEnergy Services’ acquisition of UniverGas at UGI International and the acquisition of aSouth Jersey Energy Company’s natural gas gathering systemmarketing business.

Financing Activities. Cash flow used by financing activities was $32.6 million in northern Pennsylvania at Midstream & Marketing.

Financing Activities. Cashthe 2019 three-month period compared with cash flow provided by financing activities was $181.1 million in the 2017 three-month period compared with $98.6of $134.0 million in the prior-year period. Changes in cash flow from financing activities are primarily due to issuances and repayments of long-term debt; net short-term borrowings; dividends and distributions on UGI Common Stock and, in the 2018 three-month period, AmeriGas Partners publicly held Common Units; and from time to time, issuances of UGI and AmeriGas Partners equity instruments. InCommon stock. Cash flows from financing activities in the prior-year period reflect significant UGI International refinancing transactions during the month of October 2017,

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Table2018. On October 25, 2018, UGI International, LLC, pursuant to a new five-year unsecured Senior Facilities Agreement, borrowed €300 million under a variable-rate term loan facility. Also on October 25, 2018, UGI International, LLC issued in an underwritten private placement €350 million principal amount of Contents
3.25% senior unsecured notes due November 1, 2025. The net proceeds from these borrowings plus cash on hand were used principally to repay €540 million outstanding principal of UGI CORPORATION AND SUBSIDIARIES

UGI Utilities issued $125France’s variable-rate term loan; €45.8 million of unsecured notesoutstanding principal of Flaga’s variable-rate term loan; and used the proceeds principally to reduce short-term borrowings and for general corporate purposes.
UGI Standby Commitment to Purchase AmeriGas Partners Class B Common Units
On November 7, 2017, UGI entered into a Standby Equity Commitment Agreement (the “Commitment Agreement”) with AmeriGas Partners and AmeriGas Propane, Inc. Under the terms of the Commitment Agreement, UGI has committed to make up to $225$49.9 million of capital contributions to the Partnership through July 1, 2019 (the “Commitment Period”). UGI’s capital contributions may be made from time to time during the Commitment Period upon requestoutstanding principal of the Partnership. There have been no capital contributions made to the Partnership under the Commitment Agreement.Flaga’s U.S. Dollar Term loan, plus accrued and unpaid interest.
In consideration for any capital contributions made pursuant to the Commitment Agreement, the Partnership will issue to UGI or a wholly owned subsidiary new Class B Common Units representing limited partner interests in the Partnership (“Class B Units”). The Class B Units will be issued at a price per unit equal to the 20-day volume-weighted average price of AmeriGas Partners Common Units prior to the date of the Partnership’s related capital call. The Class B Units will be entitled to cumulative quarterly distributions at a rate equal to the annualized Common Unit yield at the time of the applicable capital call, plus 130 basis points. The Partnership may choose to make the distributions in cash or in the form of additional Class B Units. While outstanding, the Class B Units will not be subject to any incentive distributions from the Partnership.
At any time after five years from the initial issuance of the Class B Units, holders may elect to convert all or any portion of the Class B Units they own into Common Units on a one-for-one basis, and at any time after six years from the initial issuance of the Class B Units, the Partnership may elect to convert all or any portion of the Class B Units into Common Units if (i) the closing trading price of the Common Units is greater than 110% of the applicable purchase price for the Class B Units and (ii) the Common Units are listed or admitted for trading on a National Securities Exchange. Upon certain events involving a change of control and immediately prior to a liquidation or winding up of the Partnership, the Class B Units will automatically convert into Common Units on a one-for-one basis.

IMPACT OF TAX REFORM

On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law. Among the significant changes resulting from the law, the TCJA reduces the U.S. federal income tax rate from 35% to 21% effective January 1, 2018, creates a territorial tax system with a one-time mandatory “toll tax” on previously unrepatriated foreign earnings, and allows for immediate capital expensing of certain qualified property. It also applies restrictions on the deductibility of interest expense, eliminates bonus depreciation for regulated utilities, and applies a broader application of compensation limitations.

As a result, during the three months ended December 31, 2017, we reduced our net deferred income tax liabilities by $383.8 million due to the remeasuring of our existing federal deferred income tax assets and liabilities as of the date of the enactment. Because part of the reduction to our net deferred income taxes relates to UGI Utilities’ regulated utility plant assets as further described below, most of UGI Utilities’ reduction in deferred income taxes is not being recognized immediately in income tax expense.

Discrete deferred income tax adjustments recorded during the three months ended December 31, 2017, which reduced income tax expense, totaled $166.0 million ($0.94 per diluted share) and consisted primarily of the following items:

(1)a $180.3 million reduction in net deferred tax liabilities in the U.S from the reduction of the U.S. tax rate;
(2)the establishment of $12.6 million of valuation allowances related to deferred tax assets impacted by U.S. tax law changes; and
(3)a $1.7 million “toll tax” on un-repatriated foreign earnings.

In order for UGI Utilities’ regulated utility plant assets to continue to be eligible for accelerated tax depreciation, current law requires that excess deferred income taxes be amortized no more rapidly than over the remaining lives of the assets that gave rise to the excess deferred income taxes. At December 31, 2017, UGI Utilities has recorded a regulatory liability of $216.1 million associated with the excess deferred federal income taxes related to its 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 excess deferred federal income taxes. For further information on this regulatory liability, see Note 7 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%. As a result, the U.S. federal income tax rate included in our

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estimated annual effective tax rate is based on this 24.5% blended rate for fiscal year 2018. For the three months ended December 31, 2017, the effects of the tax law changes on current period results (excluding the one-time impacts described above) decreased income tax expense, and increased net income attributable to UGI, by approximately $20.4 million. Regarding UGI Utilities, 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.

In addition, in December 2017, the French Parliament approved the Finance Bill for 2018 and the second Amended Finance Bill for 2017 (collectively, the “December 2017 French Finance Bills”). One impact of the December 2017 French Finance Bills is an increase in the Fiscal 2018 corporate income tax rate in France to 39.4% from 34.4% previously. The December 2017 French Finance Bills also include measures to reduce the corporate income tax rate to 25.8% effective for fiscal years starting after January 1, 2022 (Fiscal 2023). As a result of the future corporate income tax rate reduction effective in Fiscal 2023, during the three months ended December 31, 2017, the Company reduced its net French deferred income tax liabilities and recognized an estimated deferred tax benefit of $17.3 million ($0.10 per diluted share). The estimated annual effective income tax rate used in determining income taxes for the three months ended December 31, 2017 reflects the impact of the single year Fiscal 2018 income tax rate as a result of the December 2017 French Finance Bills. The impact of the single year rate change increased income tax expense for the three months ended December 31, 2017, by $3.9 million.

In December 2016, the French Parliament approved the Finance Bill for 2017 and amended the Finance Bill for 2016 (collectively, the “December 2016 French Finance Bills”). The December 2016 French Finance Bills, among other things, will reduce UGI France’s corporate income tax rate from the then-current 34.4% to 28.9%, effective for fiscal years starting after January 1, 2020 (Fiscal 2021). As a result of this future income tax rate reduction, during the three months ended December 31, 2017, the Company reduced its net French deferred income tax liabilities and recognized an estimated deferred tax benefit of $27.4 million ($0.15 per diluted share).

For more detailed information on the TCJA and the changes in French tax laws, see Note 5 to condensed consolidated financial statements.
UTILITY REGULATORY MATTERS


Base Rate Filings.On January 26, 2018, Electric28, 2020, Gas Utility filed a rate request with the PUCPAPUC to increase its annual base distributionoperating revenues for residential, commercial and industrial customers by $9.2 million.$74.6 million annually. The increased revenues would fund ongoing system improvements and operations necessary to maintain safe and reliable electric service. Electricnatural gas service and to continue funding programs designed to promote and reward customers’ efforts to increase efficient use of natural gas. Gas Utility requested that the new electricgas rates become effective March 27, 2018, although28, 2020. However, the PUCPAPUC typically suspends the effective date for general base rate proceedings for a period not to exceed nine months after the filing date to allow for investigation and public hearings. This review process is expected to last up to nine months; however, the CompanyUGI Utilities cannot predict the timing or the ultimate outcome of the rate case review process.


On August 31, 2017,January 28, 2019, the PUCGas Utility filed a rate request with the PAPUC to increase the base operating revenues for residential, commercial, and industrial customers throughout its Pennsylvania service territory by an aggregate $71.1 million. On October 4, 2019, the PAPUC issued a final Order approving a settlement that permits Gas Utility, effective October 11, 2019, to increase its base distribution revenues by $30.0 million under a single consolidated tariff, approved a previously filed Joint Petitionplan for Approvaluniform class rates, and permits the Gas Utility to extend its Energy Efficiency and Conservation and Growth Extension Tariff programs by an additional term of Settlementfive years. The PAPUC’s final Order approved a negative surcharge, to return to customers $24.0 million of all issuestax benefits experienced by Gas Utility over the period January 1, 2018 to June 30, 2018, plus applicable interest, in accordance with the May 17, 2018 PAPUC Order, which became effective for a twelve-month period beginning on October 11, 2019, the effective date of Gas Utility’s new base rate.

On October 25, 2018, the PAPUC approved a final order providing for an $11.3a $3.2 million annual base distribution rate increase for PNG. The increase becameElectric Utility, 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 $27.0 million 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 increase27, 2018. As part of the maximum allowable DSICfinal PAPUC 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 7.5%the Pennsylvania Commonwealth Court challenging the PAPUC’s acceptance of billed distribution revenues effective July 1, 2017, for PNGUGI Utilities’ use of a fully projected future test year 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 resulthandling 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.consolidated federal income tax benefits. On January 15, 2020,

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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the Pennsylvania Commonwealth Court affirmed the PAPUC Order adopting the UGI Utilities’ position on both issues. The Pennsylvania Office of Consumer Advocate has the right to seek an appeal of the Pennsylvania Commonwealth Court Order to the Pennsylvania Supreme Court.





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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


Commodity Price Risk

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


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. At December 31, 2017, the fair values of Gas Utility’s natural gas futures and option contracts were net losses of $1.7 million.


Electric Utility's DS tariffs contain clauses whichthat 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 December 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 Electric Utility’s 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.


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


From time to time, Midstream & Marketing purchases FTRs to economically hedge certain transmission costs that may be associated with its fixed-price electricity sales contracts. Midstream & Marketing from time to time also enters into NYISO capacity swap contracts to economically hedge the locational basis differences for customers it serves on the NYISO electricity grid. Midstream & Marketing also uses NYMEX and over-the-counter futures and options contracts to economically hedge price volatility associated with the gross margin associated withderived from the purchase and anticipated later near-term sale of natural gas or propane.storage inventories.


Midstream & Marketing has entered into fixed-price sales agreements for a portion of the electricity expected to be generated by its electric generation assets. In the event that these generation assets would not be able to produce all of the electricity needed to

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supply electricity under these agreements, Midstream & Marketing would be required to purchase electricity on the spot market or under contract with other electricity suppliers. Accordingly, increases in the cost of replacement power could negatively impact Midstream & Marketing’s results.


The fair value
49

Table of unsettled commodity price risk sensitive derivative instruments held at December 31, 2017 (excluding those Gas Utility and Electric Utility commodity derivative instruments that are refundable to, or recoverable from, customers) was a gain of $77.0 million. A hypothetical 10% adverse change in the market price of LPG, gasoline, natural gas, electricity and electricity transmission congestion charges would result in a decrease in fair value of approximately $77.3 million at December 31, 2017.Contents

UGI CORPORATION AND SUBSIDIARIES

Interest Rate Risk

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


Our variable-rate debt at December 31, 2017,2019, includes short-termrevolving credit facility borrowings and variable-rate term loans at UGI France SAS’s, Flaga’sInternational, LLC, UGI Utilities, Energy Services and UGI Utilities’ variable-rate term loans.Corporation. These debt agreements have interest rates that are generally indexed to short-term market interest rates. UGI France SAS and Flaga, through the use ofWe have entered into pay-fixed, receive-variable interest rate swaps, have fixed the underlying euribor interest ratesswap agreements on their euro-denominated term loans through all or a substantialsignificant portion of the periods such debt is outstanding. In addition, Flaga’s U.S. dollar-denominated loan has been swapped fromterm loans’ principal balances and all or a floating-rate U.S. dollar-denominatedsignificant portion of the term loans’ tenor. We have designated these interest rate to a fixed-rate euro-denominated interest rate through a cross-currency swap, removing interest rate risk (and foreign currency exchange riskswaps as further described below under Foreign Currency Exchange Rate Risk) associated with the underlying interest payments.cash flow hedges. At December 31, 2017,2019, combined borrowings outstanding under variable-rate debt agreements, excluding UGI France SAS’s and Flaga’sthe previously mentioned effectively fixed-rate debt, totaled $711.1$1,159.7 million.


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

The fair value of unsettled interest rate risk sensitive derivative instruments held at December 31, 2017 (including pay-fixed, receive-variable interest rate swaps) was a loss of $2.1 million. A 50 basis point adverse change in the three-month euribor rate and three-month LIBOR would result in a decrease in fair value of approximately $1.7 million.

Foreign Currency Exchange Rate Risk

Our primary currency exchange rate risk is associated with the U.S. dollar versus the euro and, to a lesser extent, the U.S. dollar versus the British pound sterling. The U.S. dollar value of our foreign currency denominated assets and liabilities will fluctuate with changes in the associated foreign currency exchange rates. From time to time, we use derivative instruments to hedge portions of our net investments in foreign subsidiaries. Gains or losses on these net investment hedges remain in AOCI until such foreign operations are sold or liquidated. With respect to our net investments in our UGI International operations, a 10% decline in the value of the associated foreign currencies versus the U.S. dollar would reduce their aggregate net book value at December 31, 2017,2019, by approximately $135.0$110 million, which amount would be reflected in other comprehensive income. From time to time, we use derivative instruments to hedge portions of our net investments in foreign subsidiaries (“We have designated euro-denominated borrowings under the 2018 UGI International Credit Facilities Agreement and the UGI International 3.25% Senior Notes as net investment hedges”). Gains or losses on net investment hedges remain in accumulated other comprehensive income until such foreign operations are sold or liquidated. At December 31, 2017, there were no unsettled net investment hedges outstanding.

hedges.
In addition, in order to reduce exposure to foreign exchange rate volatility related to our foreign LPG operations, through September 30, 2016, we entered into forward foreign currency exchange contracts to hedge a portion of anticipated U.S. dollar-denominated LPG product purchases primarily during the heating-season months of October through March.

Beginning October 1, 2016, in order to reduce the volatility in net income associated with our foreign operations, principally as a result of changes in the U.S. dollar exchange rate between the euro and British pound sterling, we have enteredenter into forward foreign currency exchange contracts.

As previously mentioned, Flaga has a cross-currency swap to hedge its exposure to the variability We layer in expected future cash flows associated with the foreign currency and interest rate risk of U.S. dollar-denominated debt. This cross-currency hedge includes initial and final exchanges of principal from a fixed euro denomination to a fixed U.S. dollar-denominated amount, to be exchanged at a specified rate, which was determined by the market spot rate on the date of issuance.


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The fair value of unsettledthese foreign currency exchange rate risk sensitive derivative instruments held at December 31, 2017, including the fair valuecontracts over a multi-year period to eventually equal approximately 90% of Flaga’s cross-currency swap, was a loss of $29.2 million. A hypothetical 10% adverse change in the value of the euro and the British pound sterling versus the U.S. dollar would result in a decrease in fair value of approximately $56.6 million.

anticipated UGI International local currency earnings before income taxes.
Derivative Instrument Credit Risk

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

Certain of these derivative instrument agreements call for the posting of collateral by the counterparty or by the Company in the forms of letters of credit, parental guarantees or cash. At December 31, 2019, we had pledged net cash collateral with derivative instrument counterparties totaling $8.9. Additionally, our commodity exchange-traded futures contracts generally require cash deposits in margin accounts. At December 31, 2017,2019, restricted cash in brokerage accounts totaled $19.8$95.8 million. Although we have concentrations of credit risk associated with derivative instruments, the maximum amount of loss, based upon the gross fair values of the derivative instruments, we would incur if these counterparties failed to perform according to the terms of their contracts was not material at December 31, 2017.2019. Certain of the Partnership’s derivative contracts have credit-risk-related contingent features that may require the posting of additional collateral in the event of a downgrade of the Partnership’s debt rating. At December 31, 2017,2019, if the credit-risk-related contingent features were triggered, the amount of collateral required to be posted would not be material.

The following table summarizes the fair values of unsettled market risk sensitive derivative instrument assets (liabilities) held at December 31, 2019. The table also includes the changes in fair values of derivative instruments that would result if there were (1) a 10% adverse change in the market prices of LPG, gasoline, natural gas, electricity and electricity transmission congestion charges; (2) a 50 basis point adverse change in prevailing market interest rates; and (3) a 10% change in the value of the euro and the British pound sterling versus the U.S. dollar. Gas Utility’s and Electric Utility’s commodity derivative instruments other than gasoline

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futures contracts are excluded from the table below because any associated net gains or losses are refundable to or recoverable from customers in accordance with Gas Utility and Electric Utility ratemaking.

  Asset (Liability)
(Millions of dollars) Fair Value 
Change in
Fair Value
December 31, 2019    
Commodity price risk $(136.7) $(107.5)
Interest rate risk $(4.2) $(22.0)
Foreign currency exchange rate risk $35.5
 $(41.0)


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.


(b)Change in Internal Control over Financial Reporting
No changeEffective October 1, 2019, the Company adopted ASU 2016-02, “Leases” (Topic 842), which required changes in the Company’s internal control over financial reporting, occurredincluding implementation of new software to track and account for leases.
No changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that hashave materially affected, or isare 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 2019 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 2019 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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The following table sets forth information with respect to the Company’s repurchases of its common stock during the quarter ended December 31, 2017.2019.
Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1, 2017 to October 31, 2017    10.62 million
November 1, 2017 to November 30, 2017    10.62 million
December 1, 2017 to December 31, 2017 202,500 $46.82 202,500 10.42 million
Total 202,500   202,500  
Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (or Unit) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)
October 1, 2019 to October 31, 2019  $0.00  6.80 million
November 1, 2019 to November 30, 2019  $0.00  6.80 million
December 1, 2019 to December 31, 2019 500,000 $45.15 500,000 6.30 million
Total 500,000   500,000  
(1)InShares of UGI Corporation Common Stock are repurchased through an extension of a previous share repurchase program announced by the Company on January 2014, the25, 2018. The UGI Board of Directors authorized a sharethe repurchase program for up to 15 million shares of UGI Corporation Common Stock. The authorization permitted the execution of the share repurchase program over a four-year period, expiring in January 2018. On January 25, 2018, the UGI Board of Directors authorized an extension of the share repurchase program for up to 8 million shares of UGI Corporation Common Stock for an additionalover a four-year period.period expiring in January 2022.




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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):
Incorporation by Reference
Exhibit
No.
  Exhibit  Registrant  Filing  Exhibit
         
10.1       
         
10.2  AmeriGas Partners, L.P. Form 8-K (12/15/2017) 10.1
         
31.1        
         
31.2        
         
32        
         
101.INS  XBRL Instance      
         
101.SCH  XBRL Taxonomy Extension Schema      
         
101.CAL  XBRL Taxonomy Extension Calculation Linkbase      
         
101.DEF  XBRL Taxonomy Extension Definition Linkbase      
         
101.LAB  XBRL Taxonomy Extension Labels Linkbase      
         
101.PRE  XBRL Taxonomy Extension Presentation Linkbase      


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EXHIBIT INDEX
Exhibit
No.
ExhibitRegistrantFilingExhibit
4.14
   
10.1 
10.2
10.3
   
31.1  
  
31.2  
  
32  
101.INSXBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
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
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


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EXHIBIT INDEX
4.14
10.1
10.2
10.3
31.1
31.2
32
  
101.INS  XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
  
101.SCH  XBRL Taxonomy Extension Schema
  
101.CAL  XBRL Taxonomy Extension Calculation Linkbase
  
101.DEF  XBRL Taxonomy Extension Definition Linkbase
  
101.LAB  XBRL Taxonomy Extension Labels Linkbase
  
101.PRE  XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)






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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 Corporation
  (Registrant)
    
Date:February 6, 20182020By:/s/ Kirk R. OliverTed J. Jastrzebski
   Kirk R. OliverTed J. Jastrzebski
   Chief Financial Officer
    
    
Date:February 6, 20182020By:/s/ Marie-Dominique Ortiz-LandazabalLaurie A. Bergman
   Marie-Dominique Ortiz-LandazabalLaurie A. Bergman
   Vice President, -Chief Accounting and Financial ControlOfficer
   and Chief Accounting OfficerCorporate Controller


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