UGI CORP PA
For the period ended Sep 30, 2024. Filed Nov 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Nov 26, 2024
UGI$37.54+0.1%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report:
(1)Financial Statements:
Included under Item 8 are the following financial statements and supplementary data:
Management’s Annual Report on Consolidated Financial Statements and Schedules
Consolidated Statements of Changes in Equity for the years ended September 30, 2024, 2023 and 2022
(2)Financial Statement Schedules:
I —Condensed Financial Information of Registrant (Parent Company)
II —Valuation and Qualifying Accounts for the years ended September 30, 2024, 2023 and 2022
We have omitted all other financial statement schedules because the required information is (1) not present; (2) not present in amounts sufficient to require submission of the schedule; or (3) included elsewhere in the financial statements or related notes.
(3)List of Exhibits:
The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing):
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 3.1 | (Second) Amended and Restated Articles of Incorporation of the Company as amended through June 6, 2005. | UGI | Form 10-Q (6/30/05) | 3.1 |
| 3.2 | Articles of Amendment to the Amended and Restated Articles of Incorporation of UGI Corporation. | UGI | Form 8-K (7/29/14) | 3.1 |
| 3.3 | Amended and Restated Bylaws of UGI Corporation, effective as of May 3, 2023. | UGI | Form 8-K (5/3/23) | 3.1 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 4.1 · Instruments defining the rights of security holders, including indentures. (The Company agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K). | ||||
| 4.2 | The description of the Company’s Common Stock contained in the Company’s registration statement filed under the Securities Exchange Act of 1934, as amended. | UGI | Form 8-B/A (4/17/96) | 3.(4) |
| 4.3 | UGI Corporation’s (Second) Amended and Restated Articles of Incorporation, as amended, and Bylaws referred to in 3.1, 3.2, and 3.3 above. | |||
| 4.4 | Indenture, dated as of August 1, 1993, by and between UGI Utilities, Inc., as Issuer, and U.S. Bank National Association, as successor trustee, incorporated by reference to the Registration Statement on Form S-3 filed on April 8, 1994. | Utilities | Registration Statement No. 33-77514 (4/8/94) | 4(c) |
| 4.5 | Supplemental Indenture, dated as of September 15, 2006, by and between UGI Utilities, Inc., as Issuer, and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association. | Utilities | Form 8-K (9/12/06) | 4.2 |
| 4.6 | Form of Note Purchase Agreement dated October 30, 2013 between the Company and the purchasers listed as signatories thereto. | Utilities | Form 8-K (10/30/13) | 4.1 |
| 4.7 | Note Purchase Agreement dated April 22, 2016 between the Company and the purchasers listed as signatories thereto. | Utilities | Form 8-K (4/28/16) | 4.1 |
| 4.8 | Indenture, dated as of June 27, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee. | AmeriGas Partners, L.P. | Form 8-K (6/27/16) | 4.1 |
| 4.9 | First Supplemental Indenture, dated as of June 27, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee. | AmeriGasPartners, L.P. | Form 8-K (6/27/16) | 4.2 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 4.10 | Second Supplemental Indenture, dated as of December 28, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note). | AmeriGasPartners, L.P. | Form 8-K (12/28/16) | 4.1 |
| 4.11 | Third Supplemental Indenture, dated as of February 13, 2017, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note). | AmeriGasPartners, L.P. | Form 8-K (2/13/17) | 4.1 |
| 4.12 | Indenture, dated as of October 25, 2018, by and among International, the guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, as registrar and transfer agent, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of Note). | UGI | Form 8-K(10/25/18) | 4.1 |
| 4.13 | Indenture, dated as of December 7, 2021, by and among UGI International, LLC, the guarantors named therein, U.S. Bank National Association, as trustee, Elavon Financial Services DAC, as registrar and transfer agent, and Elavon Financial Services DAC, UK Branch, as paying agent (including the form of Note). | UGI | Form 8-K(12/7/21) | 4.1 |
| 4.14 | Indenture, dated as of May 31, 2023, by and among AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the Issuers) and U.S. Bank Trust Company, National Association, as trustee (including the form of 2028 Notes). | UGI | Form 8-K (5/31/23) | 4.1 |
| 4.15 | Indenture, dated as of June 11, 2024, between UGI Corporation and U.S. Bank Trust Company, National Association, as trustee. | UGI | Form 8-K (6/11/24) | 4.1 |
| 4.16 | Form of certificate representing the 5.00% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.15 (above)). | UGI | Form 8-K (6/11/24) | 4.2 |
| 4.17 | Form of Note Purchase Agreement dated December 21, 2018 between the Company and the purchasers listed as signatories thereto. | UGI | Form 10-Q (12/31/18) | 4.1 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 4.18 | Note Purchase Agreement, dated as of March 19, 2020, by and among the Company and the purchasers listed as signatories thereto. | UGI | Form 8-K(3/19/20) | 4.1 |
| 4.19 | Note Purchase Agreement, dated May 7, 2021, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto. | UGI | Form 8-K(5/4/21) | 4.1 |
| 4.20 | Note Purchase Agreement, dated June 30, 2022, by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto. | UGI | Form 8-K(6/30/22) | 4.1 |
| 4.21 | Note Purchase Agreement dated November 30, 2023 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto. | UGI | Form 8-K (11/30/23) | 4.1 |
| 4.22 | Note Purchase Agreement dated November 14, 2024 by and among UGI Utilities, Inc. and the purchasers listed as signatories thereto. | UGI | Form 8-K (11/14/24) | 4.1 |
| 4.23 | Note Purchase Agreement, dated June 30, 2022, by and among Mountaineer Gas Company and the purchasers listed as signatories thereto. | UGI | Form 8-K(6/30/22) | 4.2 |
| 4.24 | Acknowledgement, dated as of October 23, 2023, to the Note Purchase Agreement, dated as of June 30, 2022, by and among Mountaineer Gas Company, Teachers Insurance and Annuity Association of America and The Lincoln National Life Insurance Company. | UGI | Form 10-K (9/30/23) | 4.20 |
| *4.25 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | |||
| 10.1** | UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014. | UGI | Form 10-K(9/30/16) | 10.25 |
| 10.2** | UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of September 5, 2014 - Terms and Conditions as effective January 1, 2016. | UGI | Form 10-K(9/30/16) | 10.26 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.3** | UGI Corporation 2009 Deferral Plan, as Amended and Restated effective June 15, 2017. | UGI | Form 10-Q (6/30/17) | 10.6 |
| 10.4** | UGI Corporation 2009 Supplemental Executive Retirement Plan for New Employees, as Amended and Restated as of June 15, 2017. | UGI | Form 10-Q(6/30/17) | 10.1 |
| 10.5** | UGI Corporation 2013 Omnibus Incentive Compensation Plan, effective as of September 5, 2014. | UGI | Form 10-K(9/30/16) | 10.30 |
| 10.6** | UGI Corporation 2013 Omnibus Incentive Compensation Plan, Terms and Conditions for Non-Employee Directors, effective January 1, 2019. | UGI | Form 10-Q (3/31/19) | 10.6 |
| 10.7** | UGI Corporation Supplemental Executive Retirement Plan and Supplemental Savings Plan, as Amended and Restated effective April 1, 2015. | UGI | Form 10-K(9/30/17) | 10.26 |
| 10.8** | UGI Corporation Executive Annual Bonus Plan as amended November 15, 2018. | UGI | Form 10-Q (3/31/19) | 10.7 |
| 10.9** | UGI Corporation 2021 Incentive Award Plan. | UGI | Form S-8(2/4/21) | 4.4 |
| 10.10** | UGI Corporation 2021 Incentive Award Plan, Terms and Conditions for Non-Employee Directors, effective February 1, 2021. | UGI | Form 10-K (9/30/22) | 10.10 |
| 10.11** | UGI Corporation Executive Severance Plan, as effective October 1, 2021. | UGI | Form 8-K(9/29/21) | 10.1 |
| 10.12** | Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for all US Employees. | UGI | Form 10-Q(3/31/21) | 10.1 |
| 10.13** | Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Performance Unit Grant Letter for all US Employees. | UGI | Form 10-Q(3/31/21) | 10.2 |
| 10.14** | Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Stock Unit Grant Letter for all US Employees. | UGI | Form 10-Q(3/31/21) | 10.3 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.15** | Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan, Nonqualified Stock Option Grant Letter for Non-Employee Directors. | UGI | Form 10-Q(3/31/21) | 10.4 |
| 10.16** | Form of UGI Corporation 2013 Omnibus Incentive Compensation Plan Stock Unit Grant Letter for Non-Employee Directors. | UGI | Form 10-Q(3/31/21) | 10.5 |
| 10.17** | Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for Non-Employee Directors. | UGI | Form 10-K (9/30/22) | 10.17 |
| 10.18** | Form of UGI Corporation 2021 Incentive Award Plan Restricted Stock Unit Grant Letter for Non-Employee Directors. | UGI | Form 10-K (9/30/22) | 10.18 |
| 10.19** | Form of UGI Corporation 2021 Incentive Award Plan Nonqualified Stock Option Grant Letter for all US Employees. | UGI | Form 10-Q(6/30/21) | 10.1 |
| 10.20** | Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for all US Employees. | UGI | Form 10-Q(6/30/21) | 10.2 |
| 10.21** | Form of UGI Corporation 2021 Incentive Award Plan Stock Unit Grant Letter for all US Employees. | UGI | Form 10-Q(6/30/21) | 10.3 |
| 10.22** | Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for NEOs (EPS). | UGI | Form 10-Q (3/31/23) | 10.3 |
| 10.23* | Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for Employees (EPS). | |||
| 10.24** | Form of UGI Corporation 2021 Incentive Award Plan Performance Unit Grant Letter for US Employees (TSR). | UGI | Form 10-Q (3/31/23) | 10.4 |
| 10.25** | Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert F. Beard. | UGI | Form 10-Q (12/31/22) | 10.1 |
| 10.26** | Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Sean P. O’Brien. | UGI | Form 10-Q (3/31/23) | 10.2 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.27** | Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. John Koerwer. | UGI | Form 10-K (9/30/23) | 10.28 |
| 10.28* | Form of Confidentiality, Non-Competition and Non-Solicitation Agreement between UGI Corporation and Mr. Robert C Flexon. | |||
| 10.29* | Form of Change in Control Agreement between UGI Corporation and Messrs. Flexon, Beard, O’Brien and Koerwer and Ms. Shea Ballay. | |||
| 10.30** | Separation Agreement and General Release by and between UGI Corporation and Roger Perreault. | UGI | Form 8-K/A (12/12/23) | 10.1 |
| 10.31** | Consulting Services Agreement by and between UGI Corporation and Roger Perreault. | UGI | Form 8-K/A (12/12/23) | 10.2 |
| 10.32 | Form of Receivables Purchase Agreement, dated as of November 30, 2001, as amended through and including Amendment No. 18 thereto dated October 27, 2017, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 10-K(9/30/17) | 10.38 |
| 10.33 | Amendment No. 19, dated as of October 26, 2018, to Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time), by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K(10/26/18) | 10.1 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.34 | Amendment No. 20, dated as of October 25, 2019, to Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or modified from time to time), by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K (10/25/19) | 10.1 |
| 10.35 | Amendment No. 21, dated as of October 23, 2020, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K(10/23/20) | 10.1 |
| 10.36 | Amendment No. 22, dated as of October 22, 2021, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K(10/22/21) | 10.1 |
| 10.37 | Amendment No. 23, dated as of October 21, 2022, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K(10/20/22) | 10.2 |
| 10.38 | Amendment No. 24, dated as of October 20, 2023, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K (10/20/23) | 10.1 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.39 | Amendment No. 25, dated as of October 18, 2024, to Receivables Purchase Agreement, dated as of November 30, 2001, by and among UGI Energy Services, LLC, as servicer, Energy Services Funding Corporation, as seller, and PNC Bank, National Association, as issuer and administrator. | UGI | Form 8-K (10/24/24) | 10.1 |
| 10.40 | Form of Purchase and Sale Agreement, dated as of November 30, 2001, as amended through and including Amendment No. 4 thereto dated October 1, 2013, by and between UGI Energy Services, LLC and Energy Services Funding Corporation. | UGI | Form 10-K(9/30/17) | 10.39 |
| 10.41 | FSS Service Agreement No. 79028 effective as of December 1, 2019 by and between Columbia Gas Transmission, LLC and UGI Utilities, Inc. | UGI | Form 10-K(9/30/19) | 10.40 |
| 10.42 | SST Service Agreement No. 79133 effective as of December 1, 2019 by and between Columbia Gas Transmission, LLC and UGI Utilities, Inc. | UGI | Form 10-K(9/30/19) | 10.41 |
| 10.43 | Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2015. | Utilities | Form 10-K (9/30/16) | 10.19 |
| 10.44 | First Amendment, dated November 1, 2020, to Gas Supply and Delivery Service Agreement First Amendment, dated November 1, 2020, to Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2015. | UGI | Form 10-K(9/30/20) | 10.41 |
| 10.45 | Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2020. | UGI | Form 10-K(9/30/20) | 10.42 |
| 10.46 | Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective November 1, 2021. | UGI | Form 10-K(9/30/21) | 10.47 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| *10.47 · Gas Supply and Delivery Service Agreement between UGI Utilities, Inc. and UGI Energy Services, LLC, effective December 1, 2024. | ||||
| 10.48 | Credit Agreement, dated October 31, 2017, by and among UGI Utilities, Inc., PNC Bank National Association, as administrative agent, The Bank of New York Mellon, as syndication agent, and certain other lenders named therein. | Utilities | Form 8-K(10/31/17) | 10.1 |
| 10.49 | First Amendment to Credit Agreement, dated July 12, 2022, by and among UGI Utilities, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent. | UGI | Form 8-K(7/21/22) | 10.1 |
| 10.50 | Credit Agreement, dated as of August 13, 2019, by and among UGI Energy Services, LLC, as borrower, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto. | UGI | Form 8-K (8/13/19) | 10.1 |
| 10.51 | First Amendment to Credit Agreement, dated February 23, 2023, by and among UGI Energy Services, LLC, the guarantors party thereto, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. | UGI | Form 8-K (2/23/23) | 10.1 |
| 10.52 | Second Amendment to Credit Agreement, dated June 28, 2024, by and among UGI Energy Services, LLC, the guarantors party thereto, the lenders party thereto and HSBC Bank USA, N.A., as administrative agent. | UGI | Form 8-K (6/28/24) | 10.1 |
| *10.53 | Third Amendment to Credit Agreement, dated November 20, 2024, by and among UGI Energy Services, LLC, the other loan parties thereto, and HSBC Bank USA, N.A., as administrative agent. | |||
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.54 | Fourth Amended and Restated Credit Agreement, dated as of May 14, 2024, by and among UGI Energy Services, LLC, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | UGI | Form 8-K (5/14/24) | 10.1 |
| 10.55 | Third Amendment to Third Amended and Restated Credit Agreement, dated as of October 20, 2022, by and among Mountaineer Gas Company, as borrower, the lenders party thereto and Truist Bank, as administrative agent, letter of credit issuer and swing line lender | UGI | Form 8-K(10/20/22) | 10.1 |
| 10.56 | Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of April 26, 2024, by and among Mountaineer Gas Company, as borrower, the lenders party thereto and Truist Bank, as administrative agent, letter of credit issuer and swing line lender. | UGI | Form 8-K (4/26/24) | 10.1 |
| 10.57 | Amended and Restated Multicurrency Facilities Agreement, dated June 19, 2024, by and among UGI International, UGI International Holdings B.V., Natixis, as agent, and the lenders party thereto. | UGI | Form 8-K (6/19/24) | 10.1 |
| 10.58 | Credit Agreement, dated November 9, 2023, by and among UGI Utilities, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent. | UGI | Form 8-K (11/9/23) | 10.1 |
| 10.59 | Revolving Credit and Security Agreement, dated August 2, 2024, by and among AmeriGas Propane, L.P., the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as agent. | UGI | Form 8-K (8/2/24) | 10.1 |
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
| 10.60 | First Amendment to Revolving Credit and Security Agreement, dated October 31, 2024, by and among AmeriGas Propane, L.P., the lenders party thereto and PNC Bank, National Association, as agent. | UGI | Form 8-K (10/31/24) | 10.1 |
| 10.61 | Credit Agreement, dated as of October 11, 2024, by and among UGI Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | UGI | Form 8-K (10/11/24) | 10.1 |
| *14 | Code of Business Conduct and Ethics. | |||
| *19.1 | Insider Trading Policy. | |||
| *21 | Subsidiaries of the Registrant. | |||
| *23 | Consent of Ernst & Young LLP | |||
| *31.1 | Certification by the Chief Executive Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2024 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *31.2 | Certification by the Chief Financial Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2024 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| *32 | Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant’s Report on Form 10-K for the fiscal year ended September 30, 2024, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
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| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit | Registrant | Filing | Exhibit |
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- Filed herewith.
** As required by Item 15(a)(3), this exhibit is identified as a compensatory plan or arrangement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.