XML 43 R23.htm IDEA: XBRL DOCUMENT
v3.20.2

Common Stock and Equity-Based Compensation | 12 Months Ended
--- | ---
Sep. 30, 2020
Share-based Payment Arrangement [Abstract] |
Common Stock and Equity-Based Compensation | Note 14 — Common Stock and Equity-Based Compensation Common Stock On January 25, 2018, UGI’s Board of Directors authorized the repurchase of up to 8,000,000 shares of UGI Corporation Common Stock over a four-year period. Pursuant to these authorizations, during Fiscal 2020, Fiscal 2019 and Fiscal 2018, the Company purchased and placed in treasury stock 950,000, 300,000 and 1,200,000 shares at a total cost of $38, $17 and $60, respectively. UGI Common Stock share activity for Fiscal 2020, Fiscal 2019 and Fiscal 2018 is as follows:
| Issued |  | Treasury |  | Outstanding
Balance at September 30, 2017 | 173,987,691 |  |  | (843,954) |  |  | 173,143,737 |
Issued: |  |  |  |  |
Employee and director plans | 155,306 |  |  | 1,804,712 |  |  | 1,960,018 |
Repurchases of common stock | — |  |  | (1,200,000) |  |  | (1,200,000) |
Reacquired common stock – employee and director plans | — |  |  | (154,780) |  |  | (154,780) |
Balance at September 30, 2018 | 174,142,997 |  |  | (394,022) |  |  | 173,748,975 |
Issued: |  |  |  |  |
Employee and director plans | 548,285 |  |  | 430,847 |  |  | 979,132 |
AmeriGas Merger | 34,612,847 |  |  | — |  |  | 34,612,847 |
Sale of reacquired common stock | — |  |  | 15,759 |  |  | 15,759 |
Repurchases of common stock | — |  |  | (300,000) |  |  | (300,000) |
Reacquired common stock – employee and director plans | — |  |  | (51,924) |  |  | (51,924) |
Balance at September 30, 2019 | 209,304,129 |  |  | (299,340) |  |  | 209,004,789 |
Issued: |  |  |  |  |
Employee and director plans | 209,915 |  |  | 180,050 |  |  | 389,965 |
Repurchases of common stock | — |  |  | (950,000) |  |  | (950,000) |
Reacquired common stock – employee and director plans | — |  |  | (90,316) |  |  | (90,316) |
Balance at September 30, 2020 | 209,514,044 |  |  | (1,159,606) |  |  | 208,354,438 |
Equity-Based Compensation The Company grants equity-based awards to employees and non-employee directors comprising UGI stock options, UGI Common Stock-based equity instruments and, prior to the AmeriGas Merger, AmeriGas Partners Common Unit-based equity instruments as further described below. We recognized total pre-tax equity-based compensation expense of $15 ($11 after-tax), $18 ($13 after-tax) and $23 ($16 after-tax) in Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively. UGI Equity-Based Compensation Plans and Awards. Under the UGI Corporation 2013 OICP, we may grant options to acquire shares of UGI Common Stock, SARs, UGI Units (comprising “Stock Units” and “UGI Performance Units”), other equity-based awards and cash to employees and non-employee directors. The exercise price for options may not be less than the fair market value on the grant date. Awards granted under the 2013 OICP may vest immediately or ratably over a period of years, and stock options can be exercised no later than ten years from the grant date. In addition, the 2013 OICP provides that awards of UGI Units may also provide for the crediting of dividend equivalents to participants’ accounts. Except in the event of retirement, death or disability, each unvested grant will terminate when the participant ceases to be employed. There are certain change of control and retirement eligibility conditions that, if met, generally result in accelerated vesting or elimination of further service requirements. Under the 2013 OICP, awards representing up to 21,750,000 shares of UGI Common Stock may be granted. Dividend equivalents on UGI Unit Awards to employees will be paid in cash. Dividend equivalents on non-employee director awards are accumulated in additional Stock Units. UGI Unit Awards granted to employees and non-employee directors are settled in shares of UGI Common Stock and cash. Substantially all UGI Unit Awards granted to UGI France employees are settled in shares of UGI Common Stock and do not accrue dividend equivalents. With respect to UGI Performance Unit awards, the actual number of shares (or their cash equivalent) ultimately issued, and the actual amount of dividend equivalents paid, is generally dependent upon the achievement of market performance goals and service conditions. Beginning in Fiscal 2019, we began issuing shares of UGI Common Stock to satisfy substantially all option exercises and UGI Unit Awards. Prior to Fiscal 2019, we issued treasury shares to satisfy substantially all option exercises and UGI Unit Awards. Stock options may be net exercised whereby shares equal to the option price and the grantee’s applicable payroll tax withholding are withheld from the number of shares payable (“net exercise”). We record shares withheld pursuant to a net exercise as shares reacquired. Pursuant to the AmeriGas Merger Agreement, all holders of AmeriGas Partners equity-based compensation awards received replacement awards comprising UGI cash-settled restricted stock units. See discussion below under “AmeriGas Partners Equity-Based Compensation Plans and Awards” for additional information. UGI Stock Option Awards. Stock option transactions under equity-based compensation plans during Fiscal 2020, Fiscal 2019 and Fiscal 2018 are as follows:
| Shares |  | Weighted - Average Option Price |  | Total Intrinsic Value |  | Weighted - Average Contract Term (Years)
Shares under option — September 30, 2017 | 8,781,748 |  |  | $ | 30.20 |  |  | $ | 147 |  |  | 6.3
Granted | 1,401,400 |  |  | $ | 47.85 |  |  |  |  |
Canceled | (152,017) |  |  | $ | 42.14 |  |  |  |  |
Expired | (1,666) |  |  | $ | 35.80 |  |  |  |  |
Exercised | (1,832,396) |  |  | $ | 26.00 |  |  | $ | 45 |  |  |
Shares under option — September 30, 2018 | 8,197,069 |  |  | $ | 33.93 |  |  | $ | 177 |  |  | 6.2
Granted | 1,197,100 |  |  | $ | 53.27 |  |  |  |  |
Canceled | (123,012) |  |  | $ | 48.69 |  |  |  |  |
Expired | (13,699) |  |  | $ | 47.49 |  |  |  |  |
Exercised | (779,353) |  |  | $ | 25.75 |  |  | $ | 23 |  |  |
Shares under option — September 30, 2019 | 8,478,105 |  |  | $ | 37.18 |  |  | $ | 115 |  |  | 5.9
Granted | 1,893,700 |  |  | $ | 43.20 |  |  |  |  |
Canceled | (57,668) |  |  | $ | 49.69 |  |  |  |  |
Expired | (93,728) |  |  | $ | 37.81 |  |  |  |  |
Exercised | (230,875) |  |  | $ | 22.65 |  |  | $ | 3 |  |  |
Shares under option — September 30, 2020 | 9,989,534 |  |  | $ | 38.58 |  |  | $ | 26 |  |  | 5.8
Options exercisable — September 30, 2018 | 5,498,330 |  |  | $ | 28.63 |  |  |  |  |
Options exercisable — September 30, 2019 | 5,963,530 |  |  | $ | 32.02 |  |  |  |  |
Options exercisable — September 30, 2020 | 6,898,251 |  |  | $ | 35.06 |  |  | $ | 26 |  |  | 4.5
Options not exercisable — September 30, 2020 | 3,091,283 |  |  | $ | 46.45 |  |  | $ | — |  |  | 8.6
Cash received from stock option exercises and associated tax benefits were $2 and $1, $20 and $5, and $43 and $13 in Fiscal 2020, Fiscal 2019 and Fiscal 2018, respectively. As of September 30, 2020, there was $8 of unrecognized compensation cost associated with unvested stock options that is expected to be recognized over a weighted-average period of 1.9 years. The following table presents additional information relating to stock options outstanding and exercisable at September 30, 2020:
| Range of exercise prices
| Under $30.00 |  | $30.00 – $35.00 |  | $35.01 – $40.00 |  | $40.01 – $45.00 |  | Over $45.01
Options outstanding at September 30, 2020: |  |  |  |  |  |  |  |  |
Number of options | 2,672,041 |  |  | 1,297,358 |  |  | 858,565 |  |  | 177,947 |  |  | 4,983,623 |
Weighted average remaining contractual life (in years) | 2.2 |  | 5.9 |  | 4.2 |  | 7.9 |  | 7.8
Weighted average exercise price | $ | 23.46 |  |  | $ | 33.30 |  |  | $ | 37.82 |  |  | $ | 44.07 |  |  | $ | 48.00 |
Options exercisable at September 30, 2020: |  |  |  |  |  |  |  |  |
Number of options | 2,669,481 |  |  | 1,041,488 |  |  | 858,565 |  |  | 172,497 |  |  | 2,156,220 |
Weighted average exercise price | $ | 23.45 |  |  | $ | 33.65 |  |  | $ | 37.82 |  |  | $ | 44.12 |  |  | $ | 48.28 |
UGI Stock Option Fair Value Information. The per share weighted-average fair value of stock options granted under our option plans was $5.58 in Fiscal 2020, $8.70 in Fiscal 2019 and $7.51 in Fiscal 2018. These amounts were determined using a Black-Scholes option pricing model that values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, expected dividend payments and the risk-free interest rate over the expected life of the option. The expected life of option awards represents the period of time during which option grants are expected to be outstanding and is derived from historical exercise patterns. Expected volatility is based on historical volatility of the price of UGI’s Common Stock. Expected dividend yield is based on historical UGI dividend rates. The risk free interest rate is based on U.S. Treasury bonds with terms comparable to the options in effect on the date of grant. The assumptions we used for valuing option grants during Fiscal 2020, Fiscal 2019 and Fiscal 2018 are as follows:
| 2020 |  | 2019 |  | 2018
Expected life of option | 6 years |  | 6 years |  | 6 years
Weighted-average volatility | 19.6% |  | 17.2% |  | 17.5%
Weighted-average dividend yield | 3.0% |  | 1.8% |  | 2.1%
Expected volatility | 19.6% |  | 17.2% |  | 17.5%
Expected dividend yield | 3.0% |  | 1.8% |  | 2.1%
Risk free rate | 0.3% - 1.7% |  | 1.5% - 2.6% |  | 2.2% - 2.9%
UGI Unit Awards. UGI Stock Unit and UGI Performance Unit awards entitle the grantee to shares of UGI Common Stock or cash once the service condition is met and, with respect to UGI Performance Unit awards, subject to market performance conditions. UGI Performance Unit grant recipients are awarded a target number of UGI Performance Units. The number of UGI Performance Units ultimately paid at the end of the performance period (generally three years) may be higher or lower than the target amount, or even zero, based on UGI’s TSR percentile rank relative to the UGI comparator group. Grantees may receive 0% to 200% of the target award granted. For such grants, if UGI’s TSR ranks below the 25th percentile compared to the UGI comparator group, the employee will not be paid. At the 25th percentile, the employee will be paid an award equal to 25% of the target award; at the 40th percentile, 70%; at the 50th percentile, 100%; and at the 90th percentile and above, 200%. The actual amount of the award is interpolated between these percentile rankings. Dividend equivalents are paid in cash only on UGI Performance Units that eventually vest. The fair value of UGI Stock Units on the grant date is equal to the market price of UGI Stock on the grant date plus the fair value of dividend equivalents if applicable. Under GAAP, UGI Performance Units are equity awards with a market-based condition which, if settled in shares, result in the recognition of compensation cost over the requisite employee service period regardless of whether the market-based condition is satisfied. The fair values of UGI Performance Units are estimated using a Monte Carlo valuation model. The fair value associated with the target award is accounted for as equity and the fair value of the award over the target, as well as all dividend equivalents, is accounted for as a liability. The expected term of the UGI Performance Unit awards is three years based on the performance period. Expected volatility is based on the historical volatility of UGI Common Stock over a three-year period. The risk-free interest rate is based on the yields on U.S. Treasury bonds at the time of grant. Volatility for all companies in the UGI comparator groups is based on historical volatility. The following table summarizes the weighted-average assumptions used to determine the fair value of UGI Performance Unit awards and related compensation costs:
| Grants Awarded in Fiscal Year
| 2020 |  | 2019 |  | 2018
Risk free rate | 1.6% |  | 2.5% |  | 2.0%
Expected life | 3 years |  | 3 years |  | 3 years
Expected volatility | 18.6% |  | 17.7% |  | 18.9%
Dividend yield | 2.9% |  | 1.9% |  | 2.1%
The weighted-average grant date fair value of UGI Performance Unit awards was estimated to be $41.85 for Units granted in Fiscal 2020, $55.40 for Units granted in Fiscal 2019 and $55.26 for Units granted in Fiscal 2018. The following table summarizes UGI Unit award activity for Fiscal 2020:
| UGI Units |  | Weighted-Average Grant-Date Fair Value (per Unit)
Total UGI Units at September 30, 2019 (a) | 893,820 |  |  | $ | 36.39 |
UGI Performance Units: |  |  |
Granted | 222,410 |  |  | $ | 41.85 |
Forfeited | (13,734) |  |  | $ | 40.01 |
Performance criteria not met | (121,948) |  |  | $ | 46.76 |
UGI Stock Units: |  |  |
Granted (b) | 77,951 |  |  | $ | 40.38 |
Unit awards paid | (227,225) |  |  | $ | 24.31 |
Total UGI Units at September 30, 2020 (a) | 831,274 |  |  | $ | 39.95 |
(a)Total UGI Units includes UGI Stock Units issued to non-employee directors, which vest on the grant date, and UGI Performance Units and UGI Stock Units issued to retirement-eligible employees that vest on an accelerated basis. Total vested restricted units at September 30, 2020 and 2019 were 441,498 and 616,319, respectively. (b)Generally, shares granted under UGI Stock Unit awards are paid approximately 70% in shares. UGI Stock Unit awards granted in Fiscal 2019 and Fiscal 2018 were 29,784 and 52,314, respectively. During Fiscal 2020, Fiscal 2019 and Fiscal 2018, the Company paid UGI Performance Unit and UGI Stock Unit awards in shares and cash as follows:
| 2020 |  | 2019 |  | 2018
UGI Performance Unit awards: |  |  |  |  |
Number of original awards granted, net of forfeitures | 121,948 |  |  | 144,521 |  |  | 136,621 |
Performance period beginning January 1: | 2017 |  | 2016 |  | 2015
Payment of awards: |  |  |  |  |
Shares of UGI Common Stock issued, net of shares withheld for taxes | — |  |  | 116,950 |  |  | 69,680 |
Cash paid | $ | — |  |  | $ | 10 |  |  | $ | 2 |
UGI Stock Unit awards: |  |  |  |  |
Number of original awards granted, net of forfeitures | 227,721 |  |  | 50,985 |  |  | 39,680 |
Payment of awards: |  |  |  |  |
Shares of UGI Common Stock issued, net of shares withheld for taxes | 148,477 |  |  | 43,479 |  |  | 29,095 |
Cash paid | $ | 3 |  |  | $ | 1 |  |  | $ | 1 |
During Fiscal 2020, Fiscal 2019 and Fiscal 2018, we granted UGI Unit awards representing 300,361, 158,694 and 196,114 shares, respectively, having weighted-average grant date fair values per Unit of $41.50, $55.40 and $53.36, respectively. As of September 30, 2020, there was a total of $8 unrecognized compensation cost associated with 831,274 UGI Unit awards outstanding that is expected to be recognized over a weighted-average period of 2.0 years. The total grant-date fair values of outstanding UGI Units that vested during Fiscal 2020, Fiscal 2019 and Fiscal 2018 were $5, $5 and $7, respectively. As of September 30, 2020 and 2019, total liabilities of $5 and $10, respectively, associated with UGI Unit awards are reflected in “Employee compensation and benefits accrued” and “Other noncurrent liabilities” on the Consolidated Balance Sheets. At September 30, 2020, 6,105,754 shares of Common Stock were available for future grants under the 2013 OICP, which includes the number of AmeriGas Common Units available for grant under the 2010 Propane Plan that were converted to UGI Units as further described below. AmeriGas Partners Equity-Based Compensation Plans and Awards. Prior to the AmeriGas Merger, under the 2010 Propane Plan on behalf of AmeriGas Partners, L.P., the General Partner could award to employees and non-employee directors of the General Partner grants of AmeriGas Partners Units (comprising “AmeriGas Stock Units” and “AmeriGas Performance Units”), options, phantom units, unit appreciation rights and other Common Unit-based awards that, depending on the award, vested immediately or ratable over a period of time subject to other conditions under the plan related to termination, retirement, death or disability (all as defined). Participants were eligible to receive Common Unit distribution equivalents under the terms of certain awards (ultimately paid in cash only on awards that vested). Effective with the AmeriGas Merger, all outstanding AmeriGas Stock Units and AmeriGas Performance Units were canceled and converted to cash-settled restricted stock units relating to UGI Common Stock (see “Impact of AmeriGas Merger on AmeriGas Unit Awards” below). AmeriGas Stock Unit and AmeriGas Performance Unit awards entitled the grantee to AmeriGas Partners Common Units or cash once the service condition was met and, with respect to AmeriGas Performance Units, subject to market performance conditions or actual net customer acquisition and retention performance (as defined in the applicable awards). Recipients were awarded a target number of AmeriGas Performance Units, and the number of AmeriGas Performance Units ultimately paid at the end of the performance period (generally three years) ranging from 0% to 200% of the target number, subject to the performance conditions as defined for the applicable award. Pursuant to the terms of the AmeriGas Merger Agreement, the performance periods for AmeriGas TUR Performance Units outstanding immediately prior to the AmeriGas Merger ended on August 20, 2019, the last trading day of the Common Units prior to the completion of the AmeriGas Merger. Under GAAP, AmeriGas TUR Performance Units awards were recorded as equity awards to the extent they were to be settled in Common Units. This resulted in the recognition of compensation cost equal to the fair value of such award estimated using a Monte Carlo valuation model, over the requisite employee service period regardless of whether the market-based conditions were satisfied. The fair value associated with the target awards, which were to be paid in Common Units, was accounted for as equity and the fair value of the award over the target, as well as all Common Unit distribution equivalents, which were to be paid in cash, was accounted for as a liability. Impact of AmeriGas Merger on AmeriGas Unit Awards. Effective with the AmeriGas Merger on August 21, 2019, each outstanding award of AmeriGas Stock Units and AmeriGas Performance Units, including awards subject to market performance conditions, was canceled and converted into a number of cash-settled restricted stock units relating to UGI Common Stock determined by multiplying the number of such AmeriGas Unit awards by 0.6378. With respect to outstanding AmeriGas TUR Performance Units and AmeriGas Performance Units, the number of such awards canceled and converted to UGI restricted stock units was determined by multiplying the target number of such awards, including dividend equivalents, times the performance multiplier as determined based upon a shortened performance period ending August 20, 2019, the last full trading day of the Common Units prior to the AmeriGas Merger, subject to other performance conditions as defined in the award agreement and the AmeriGas Merger Agreement. The resulting number of cash-settled restricted stock units relating to UGI Common Stock could be more, but not less, than the associated target number of AmeriGas TUR Performance Unit awards. These restricted stock units vest on the originally scheduled AmeriGas TUR Performance Unit award vesting dates with the only condition being employment with the Company at the time of vesting. The converted awards remain subject to the same terms, conditions and restrictions as applied to the corresponding AmeriGas Unit awards immediately prior to the conversion including vesting terms, forfeitures, and distribution equivalent rights except that distribution equivalent rights will be based upon UGI dividends subsequent to the conversion. Pursuant to the terms of the AmeriGas Unit conversions described above, effective on August 21, 2019, 137,472 AmeriGas Performance Units and 126,089 AmeriGas Stock Units were converted into 215,957 of cash-settled restricted stock units relating to UGI Common Stock. The unrecognized compensation cost and total liabilities associated with UGI cash-settled restricted stock units that remain outstanding, including costs resulting from modifications and settlements resulting from the conversion of certain awards in connection with the AmeriGas Merger, was not material for Fiscal 2020 and Fiscal 2019. UGI assumed the obligations of the General Partner and the Partnership under the 2010 Propane Plan, and the 2010 Propane Plan was deemed amended to conform to all of the terms and form of the 2013 OICP and combined with the 2013 OICP. At the time of the merger, the number of Common Units that remained available for grant under the 2010 Propane Plan were converted to 1,420,949 UGI awards available for future grant and delivery based upon a conversion ratio of 0.6378:1. These available converted awards may be granted only to those individuals who were eligible to receive awards under the 2010 Propane Plan immediately before the AmeriGas Merger, including any such eligible individuals hired after the AmeriGas Merger, and are included in the UGI stock option transactions and UGI Unit award activity in the tables above.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration