##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 31, 2009
 OR
 o
    
    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 1-1398
 UGI UTILITIES, INC.
  Pennsylvania
    
    23-1174060(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
 
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 Yes
o No
þ




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##### 



UGI UTILITIES, INC. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PAGESPart I Financial InformationItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of December 31, 2009,
September 30, 2009 and December 31, 2008
    
    
    1Condensed Consolidated Statements of Income for the three
months ended December 31, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the
three months ended December 31, 2009 and 2008
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4  17Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18  22Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    22  23Item 4T. Controls and Procedures
    
    
    23Part II Other InformationItem 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    24Signatures
    
    
    25Exhibit 12.1Exhibit 31.1Exhibit 31.2Exhibit 32
   -i-




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December 31,
    
    
    September 30,
    
    
    December 31,2009
    
    
    2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,678
    
    
    $
    13,523
    
    
    $
    10,955Restricted cash
    
    
    656
    
    
    
    
    
    
    
    72,672Accounts receivable (less allowances for doubtful accounts of $11,889,
$11,384 and $17,644, respectively)
    
    
    132,499
    
    
    
    74,286
    
    
    
    168,646Accounts receivable  related parties
    
    
    8,417
    
    
    
    3,378
    
    
    
    3,551Accrued utility revenues
    
    
    84,395
    
    
    
    20,980
    
    
    
    90,246Inventories
    
    
    177,087
    
    
    
    196,598
    
    
    
    167,384Deferred income taxes
    
    
    27,162
    
    
    
    24,905
    
    
    
    21,336Regulatory assets
    
    
    10,344
    
    
    
    19,584
    
    
    
    46,953Derivative financial instruments
    
    
    874
    
    
    
    867
    
    
    
    1,004Prepaid expenses & other current assets
    
    
    4,590
    
    
    
    5,167
    
    
    
    4,492Total current assets
    
    
    458,702
    
    
    
    359,288
    
    
    
    587,239Property, plant and equipment, at cost (less accumulated depreciation and
amortization of $703,722, $692,082 and $669,751, respectively)
    
    
    1,365,441
    
    
    
    1,364,795
    
    
    
    1,343,833Goodwill
    
    
    180,145
    
    
    
    180,145
    
    
    
    182,723Regulatory assets
    
    
    121,646
    
    
    
    121,960
    
    
    
    103,458Other assets
    
    
    5,470
    
    
    
    4,049
    
    
    
    13,165Total assets
    
    $
    2,131,404
    
    
    $
    2,030,237
    
    
    $
    2,230,418LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank loans
    
    $
    179,000
    
    
    $
    154,000
    
    
    $
    283,000Accounts payable
    
    
    70,845
    
    
    
    53,265
    
    
    
    111,455Accounts payable  related parties
    
    
    6,424
    
    
    
    8,746
    
    
    
    4,424Deferred fuel refunds
    
    
    40,343
    
    
    
    30,846
    
    
    
    Derivative financial instruments
    
    
    125
    
    
    
    
    
    
    
    58,675Other current liabilities
    
    
    127,755
    
    
    
    110,966
    
    
    
    154,043Total current liabilities
    
    
    424,492
    
    
    
    357,823
    
    
    
    611,597Long-term debt
    
    
    640,000
    
    
    
    640,000
    
    
    
    640,000Deferred income taxes
    
    
    184,641
    
    
    
    168,830
    
    
    
    136,004Deferred investment tax credits
    
    
    5,579
    
    
    
    5,670
    
    
    
    5,945Pension and postretirement benefit obligations
    
    
    151,561
    
    
    
    150,499
    
    
    
    137,503Other noncurrent liabilities
    
    
    60,278
    
    
    
    61,372
    
    
    
    55,376Total liabilities
    
    
    1,466,551
    
    
    
    1,384,194
    
    
    
    1,586,425Commitments and contingencies (note 8)Common stockholders equity:Common Stock, $2.25 par value (authorized  40,000,000 shares;
issued and outstanding  26,781,785 shares)
    
    
    60,259
    
    
    
    60,259
    
    
    
    60,259Additional paid-in capital
    
    
    467,160
    
    
    
    467,160
    
    
    
    466,888Retained earnings
    
    
    219,487
    
    
    
    201,710
    
    
    
    199,142Accumulated other comprehensive loss
    
    
    (82,053
    )
    
    
    (83,086
    )
    
    
    (82,296
    )Total common stockholders equity
    
    
    664,853
    
    
    
    646,043
    
    
    
    643,993Total liabilities and stockholders equity
    
    $
    2,131,404
    
    
    $
    2,030,237
    
    
    $
    2,230,418
   - 1 -




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Three Months EndedDecember 31,2009
    
    
    2008Revenues
    
    $
    362,203
    
    
    $
    446,692Costs and expenses:Cost of sales  gas, fuel and purchased power
    
    
    231,217
    
    
    
    316,234Operating and administrative expenses
    
    
    44,222
    
    
    
    50,678Operating and administrative expenses 
related parties
    
    
    1,192
    
    
    
    2,745Taxes other than income taxes
    
    
    4,528
    
    
    
    4,604Depreciation
    
    
    12,681
    
    
    
    12,031Amortization
    
    
    607
    
    
    
    481Other income, net
    
    
    (1,517
    )
    
    
    (2,093
    )292,930
    
    
    
    384,680Operating income
    
    
    69,273
    
    
    
    62,012Interest expense
    
    
    10,637
    
    
    
    11,380Income before income taxes
    
    
    58,636
    
    
    
    50,632Income taxes
    
    
    23,473
    
    
    
    19,498Net income
    
    $
    35,163
    
    
    $
    31,134
   - 2 -




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Three Months EndedDecember 31,2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    35,163
    
    
    $
    31,134Adjustments to reconcile net income to net cash from
operating activities:Depreciation and amortization
    
    
    13,288
    
    
    
    12,512Deferred income taxes, net
    
    
    11,724
    
    
    
    (2,222
    )Provision for uncollectible accounts
    
    
    4,845
    
    
    
    8,702Other, net
    
    
    2,180
    
    
    
    1,323Net change in:Accounts receivable and accrued utility revenues
    
    
    (131,512
    )
    
    
    (164,448
    )Inventories
    
    
    19,511
    
    
    
    16,876Deferred fuel costs
    
    
    18,737
    
    
    
    10,129Accounts payable
    
    
    15,258
    
    
    
    33,256Storage agreements security deposits
    
    
    3,500
    
    
    
    40,500Other current assets
    
    
    570
    
    
    
    (940
    )Other current liabilities
    
    
    13,414
    
    
    
    31,614Net cash provided by operating activities
    
    
    6,678
    
    
    
    18,436CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures for property, plant and equipment
    
    
    (13,810
    )
    
    
    (22,811
    )Net costs of property, plant and equipment disposals
    
    
    (671
    )
    
    
    (389
    )Acquisition of CPG, net of cash acquired
    
    
    
    
    
    
    (300,561
    )Proceeds from sale of CPG propane business assets
    
    
    
    
    
    
    33,621Increase in restricted cash
    
    
    (656
    )
    
    
    (38,635
    )Net cash used by investing activities
    
    
    (15,137
    )
    
    
    (328,775
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment of dividends
    
    
    (17,386
    )
    
    
    (16,189
    )Issuance of long-term debt
    
    
    
    
    
    
    108,000Increase in bank loans
    
    
    25,000
    
    
    
    226,000Net cash provided by financing activities
    
    
    7,614
    
    
    
    317,811Cash and cash equivalents (decrease) increase
    
    $
    (845
    )
    
    $
    7,472CASH AND CASH EQUIVALENTS:End of period
    
    $
    12,678
    
    
    $
    10,955Beginning of period
    
    
    13,523
    
    
    
    3,483(Decrease) increase
    
    $
    (845
    )
    
    $
    7,472
   - 3 -




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##### Table of Contents



UGI UTILITIES, INC. AND SUBSIDIARIES
 
 Notes to Condensed Consolidated Financial Statements
   1.
    
    Nature of Operations
   2.
    
    Significant Accounting Policies
 Basis of Presentation.
 Comprehensive Income (Loss).
 Three Months EndedDecember 31,2009
    
    
    2008Net income
    
    $
    35,163
    
    
    $
    31,134Other comprehensive income (loss)
    
    
    1,033
    
    
    
    (38,518
    )Comprehensive income (loss)
    
    $
    36,196
    
    
    $
    (7,384
    )
  - 4 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
  Restricted Cash.
 Reclassifications.
 Use of Estimates.
 Income Taxes.
 Subsequent Events.
 3.
    
    Accounting Changes
 Adoption of New Accounting Standards
 Intangible Asset Useful Lives.
  - 5 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 Business Combinations.
 New Accounting Standards Not Yet Adopted
 Enhanced Disclosures of Postretirement Plan Assets .
 4.
    
    Segment Information
    - 6 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
  Three Months Ended December 31, 2009:
 Reportable SegmentsGas
    
    
    ElectricTotal
    
    
    Utility
    
    
    Utility
    
    
    OtherRevenues
    
    $
    362,203
    
    
    $
    327,809
    
    
    $
    33,999
    
    
    $
    395Cost of sales
    
    $
    231,217
    
    
    $
    209,760
    
    
    $
    21,457
    
    
    $
    Depreciation and
amortization
    
    $
    13,288
    
    
    $
    12,299
    
    
    $
    989
    
    
    $
    Operating income
    
    $
    69,273
    
    
    $
    63,728
    
    
    $
    5,359
    
    
    $
    186Interest expense
    
    $
    10,637
    
    
    $
    10,246
    
    
    $
    391
    
    
    $
    Income before income taxes
    
    $
    58,636
    
    
    $
    53,482
    
    
    $
    4,968
    
    
    $
    186Total assets (at period end)
    
    $
    2,131,404
    
    
    $
    2,012,952
    
    
    $
    115,846
    
    
    $
    2,606Goodwill (at period end)
    
    $
    180,145
    
    
    $
    180,145
    
    
    $
    
    
    
    $
    Capital expenditures
    
    $
    13,810
    
    
    $
    13,040
    
    
    $
    770
    
    
    $
    
 Three Months Ended December 31, 2008:
 Reportable SegmentsGas
    
    
    ElectricTotal
    
    
    Utility
    
    
    Utility
    
    
    OtherRevenues
    
    $
    446,692
    
    
    $
    410,366
    
    
    $
    35,921
    
    
    $
    405Cost of sales
    
    $
    316,234
    
    
    $
    293,024
    
    
    $
    23,210
    
    
    $
    Depreciation and
amortization
    
    $
    12,512
    
    
    $
    11,549
    
    
    $
    963
    
    
    $
    Operating income
    
    $
    62,012
    
    
    $
    56,885
    
    
    $
    5,047
    
    
    $
    80Interest expense
    
    $
    11,380
    
    
    $
    10,975
    
    
    $
    405
    
    
    $
    Income before income taxes
    
    $
    50,632
    
    
    $
    45,910
    
    
    $
    4,642
    
    
    $
    80Total assets (at period end)
    
    $
    2,230,418
    
    
    $
    2,114,385
    
    
    $
    115,101
    
    
    $
    932Goodwill (at period end)
    
    $
    182,723
    
    
    $
    182,723
    
    
    $
    
    
    
    $
    Capital expenditures
    
    $
    22,811
    
    
    $
    21,657
    
    
    $
    1,154
    
    
    $
    
 5.
    
    Inventories  December 31,
    
    
    September 30,
    
    
    December 31,2009
    
    
    2009
    
    
    2008Gas Utility natural gas
    
    $
    170,235
    
    
    $
    189,747
    
    
    $
    160,108Materials, supplies and other
    
    
    6,852
    
    
    
    6,851
    
    
    
    7,276Total inventories
    
    $
    177,087
    
    
    $
    196,598
    
    
    $
    167,384
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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
   6.
    
    Regulatory Assets and Liabilities and Regulatory Matters
  December 31,
    
    
    September 30,
    
    
    December 31,2009
    
    
    2009
    
    
    2008Regulatory assets:Income taxes recoverable
    
    $
    80,524
    
    
    $
    79,492
    
    
    $
    74,676Postretirement benefits
    
    
    2,336
    
    
    
    2,473
    
    
    
    4,118CPG Gas pension and
postretirement plans
    
    
    8,572
    
    
    
    8,572
    
    
    
    9,068Environmental costs
    
    
    25,812
    
    
    
    26,877
    
    
    
    9,128Deferred fuel costs
    
    
    10,344
    
    
    
    19,584
    
    
    
    46,953Other
    
    
    4,402
    
    
    
    4,546
    
    
    
    6,468Total regulatory assets
    
    $
    131,990
    
    
    $
    141,544
    
    
    $
    150,411Regulatory liabilities:Postretirement benefits
    
    $
    9,538
    
    
    $
    9,310
    
    
    $
    9,248Environmental overcollections
    
    
    8,392
    
    
    
    8,720
    
    
    
    9,713Deferred fuel refunds
    
    
    40,343
    
    
    
    30,846
    
    
    
    Total regulatory liabilities
    
    $
    58,273
    
    
    $
    48,876
    
    
    $
    18,961
  - 8 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 Deferred fuel costs and refunds.
 7.
    
    Defined Benefit Pension and Other Postretirement Plans
   Pension Benefits
    
    
    Other Postretirement BenefitsThree Months Ended
    
    
    Three Months EndedDecember 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Service cost
    
    $
    1,745
    
    
    $
    1,381
    
    
    $
    40
    
    
    $
    64Interest cost
    
    
    5,284
    
    
    
    5,454
    
    
    
    212
    
    
    
    260Expected return on assets
    
    
    (5,858
    )
    
    
    (6,106
    )
    
    
    (126
    )
    
    
    (130
    )Amortization of:Prior service cost (benefit)
    
    
    9
    
    
    
    7
    
    
    
    (102
    )
    
    
    (87
    )Actuarial loss
    
    
    1,333
    
    
    
    173
    
    
    
    89
    
    
    
    30Net benefit cost
    
    
    2,513
    
    
    
    909
    
    
    
    113
    
    
    
    137Change in associated
regulatory liabilities
    
    
    
    
    
    
    
    
    
    
    736
    
    
    
    803Net expense
    
    $
    2,513
    
    
    $
    909
    
    
    $
    849
    
    
    $
    940
   - 9 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
  8.
    
    Commitments and Contingencies
      - 10 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 South Carolina Electric & Gas Company v. UGI Utilities, Inc.
 Frontier Communications Company v. UGI Utilities, Inc. et al.
 Sag Harbor, New York Matter.
  - 11 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 Yankee Gas Services Company and Connecticut Light and Power Company v. UGI Utilities, Inc.
  9.
    
    Related Party Transactions
   - 12 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
      - 13 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 10.
    
    Fair Value Measurements
  QuotedPrices inActiveMarkets for
    
    
    SignificantIdentical
    
    
    OtherAssets and
    
    
    Observable
    
    
    UnobservableLiabilities
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalDecember 31, 2009:Derivative financial instruments:Assets
    
    $
    233
    
    
    $
    641
    
    
    $
    
    
    
    $
    874Liabilities
    
    $
    (125
    )
    
    $
    
    
    
    $
    
    
    
    $
    (125
    )December 31, 2008:Derivative financial instruments:Assets
    
    $
    
    
    
    $
    1,004
    
    
    $
    
    
    
    $
    1,004Liabilities
    
    $
    (58,675
    )
    
    $
    
    
    
    $
    
    
    
    $
    (58,675
    )
 11.
    
    Disclosures About Derivative Instruments, Hedging Activities and Financial
Instruments
 Derivative Instruments and Hedging Activities
  Commodity Price Risk
   - 14 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
     Interest Rate Risk
   - 15 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 Derivative Financial Instrument Credit Risk
   Derivative Assets
    
    
    Derivative (Liabilities)Balance Sheet
    
    
    Fair
    
    
    Balance Sheet
    
    
    FairAs of December 31, 2009
    
    Location
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives Accounted for Under ASC 980:Natural gas futures contracts
    
    Derivative financial instruments
    
    
    $
    3
    
    
    Derivative financial instruments
    
    
    $
    (125
    )FTRs
    
    Derivative financial instruments
    
    
    
    641Total Derivatives Accounted for
Under ASC 980:
    
    
    
    
    
    
    644
    
    
    
    
    
    
    
    (125
    )Derivatives Not Designated as
Hedging Instruments:Gasoline futures contracts
    
    Derivative financial instruments
    
    
    230Total Derivatives
    
    
    
    
    
    $
    874
    
    
    
    
    
    
    $
    (125
    )
    - 16 -




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UGI UTILITIES, INC. AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements
 Financial Instruments
  Asset (Liability)Carrying
    
    
    EstimatedAmount
    
    
    Fair ValueDerivative financial instruments
    
    $
    749
    
    
    $
    749Long-term debt
    
    $
    (640,000
    )
    
    $
    (697,137
    )
   - 17 -




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UGI UTILITIES, INC. AND SUBSIDIARIES
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 Forward-Looking Statements
     - 18 -




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UGI UTILITIES, INC. AND SUBSIDIARIES
 ANALYSIS OF RESULTS OF OPERATIONS
  2009 three-month period compared with 2008 three-month period
 IncreaseThree Months Ended December 31,
    
    2009
    
    
    2008
    
    
    (Decrease)(Millions of dollars)Gas Utility:Revenues
    
    $
    327.8
    
    
    $
    410.4
    
    
    $
    (82.6
    )
    
    
    (20.1
    )%Total margin (a)
    
    $
    118.0
    
    
    $
    117.3
    
    
    $
    0.7
    
    
    
    0.6
    %Operating income
    
    $
    63.7
    
    
    $
    56.9
    
    
    $
    6.8
    
    
    
    12.0
    %Income before income taxes
    
    $
    53.5
    
    
    $
    45.9
    
    
    $
    7.6
    
    
    
    16.6
    %System throughput  bcf
    
    
    42.3
    
    
    
    44.0
    
    
    
    (1.7
    )
    
    
    (3.9
    )%Heating degree days  % colder
than normal (b)
    
    
    0.4
    %
    
    
    7.1
    %
    
    
    
    
    
    
    Electric Utility:Revenues
    
    $
    34.0
    
    
    $
    35.9
    
    
    $
    (1.9
    )
    
    
    (5.3
    )%Total margin (a)
    
    $
    10.7
    
    
    $
    10.7
    
    
    $
    
    
    
    
    0.0
    %Operating income
    
    $
    5.4
    
    
    $
    5.0
    
    
    $
    0.4
    
    
    
    8.0
    %Income before income taxes
    
    $
    5.0
    
    
    $
    4.6
    
    
    $
    0.4
    
    
    
    8.7
    %Distribution sales  gwh
    
    
    242.4
    
    
    
    252.8
    
    
    
    (10.4
    )
    
    
    (4.1
    )%
 bcf   billions of cubic feet.gwh   millions of kilowatt-hours.(a)
    
    Gas Utilitys total margin represents total revenues less total cost of sales. Electric
Utilitys total margin represents total revenues less total cost of sales and revenue-related
taxes, i.e. Electric Utility gross receipts taxes, of $1.9 million and $2.0 million during the
three-month periods ended December 31, 2009 and 2008, respectively. For financial statement
purposes, revenue-related taxes are included in Taxes other than income taxes in the
Condensed Consolidated Statements of Income.(b)
    
    Deviation from average heating degree days for the 15-year period 1990-2004 based upon
weather statistics provided by the National Oceanic and Atmospheric Administration (NOAA)
for airports located within Gas Utilitys service territory. Gas Utility.
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UGI UTILITIES, INC. AND SUBSIDIARIES
    Electric Utility.
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##### Table of Contents



UGI UTILITIES, INC. AND SUBSIDIARIES
 FINANCIAL CONDITION AND LIQUIDITY
 Financial Condition
   Cash Flows
 Operating activities.
  Investing activities
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UGI UTILITIES, INC. AND SUBSIDIARIES
 Financing activities.
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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UGI UTILITIES, INC. AND SUBSIDIARIES
      
 ITEM 4T. CONTROLS AND PROCEDURES
 (a)
    
    Evaluation of Disclosure Controls and ProceduresThe 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 designed and functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the Securities
Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission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 disclosure.(b)
    
    Change in Internal Control over Financial ReportingNo change in the Companys internal control over financial reporting occurred during the
Companys most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Companys internal control over financial reporting.
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##### Table of Contents



UGI UTILITIES, INC. AND SUBSIDIARIES
 
 PART II OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  
 ITEM 6. EXHIBITS
  Incorporation by Reference
 ExhibitNo.
    
    Exhibit
    
    Registrant
    
    Filing
    
    Exhibit10.1
    
    
    Amendment 2009-1 to the UGI
Corporation
Supplemental
Executive
Retirement Plan and
Supplemental
Savings Plan as Amended and
Restated effective
January 1, 2009
    
    UGI
    
    Form 10-Q
(12/31/09)
    
    
    10.110.2
    
    
    UGI Corporation
2009 Supplemental
Executive
Retirement Plan For New Employees
    
    UGI
    
    Form 10-Q
(12/31/09)
    
    
    10.212.1
    
    
    Computation of
ratio of earnings
to fixed charges31.1
    
    
    Certification by
the Chief Executive
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended December 31,
2009, pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 200231.2
    
    
    Certification by
the Chief Financial
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended December 31,
2009, pursuant to
Section 302 of the
Sarbanes-Oxley Act
of 200232
    
    
    Certification by
the Chief Executive
Officer and the
Chief Financial
Officer relating to
the Registrants
Report on Form 10-Q
for the quarter
ended December 31,
2009, pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002
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UGI UTILITIES, INC. AND SUBSIDIARIES
 
 SIGNATURES
  UGI Utilities, Inc.
(Registrant)Date:  February 5, 2010
    By:
    /s/ John C. BarneyJohn C. BarneySenior Vice President  Finance and
Chief Financial Officer  - 25 -




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UGI UTILITIES, INC. AND SUBSIDIARIES
 
 EXHIBIT INDEX
 12.1
    
    
    Computation of ratio of earnings to fixed charges31.1
    
    
    Certification by the Chief Executive Officer relating to the Registrants
Report on Form 10-Q for the quarter ended December 31, 2009, pursuant to Section 302 of
the Sarbanes-Oxley Act of 200231.2
    
    
    Certification by the Chief Financial Officer relating to the Registrants
Report on Form 10-Q for the quarter ended December 31, 2009, pursuant to Section 302
of the Sarbanes-Oxley Act of 200232
    
    
    Certification by the Chief Executive Officer and the Chief Financial Officer
relating to the Registrants Report on Form 10-Q for the quarter ended December 31,
2009, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  - 26 -