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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005
Commission file number 1-11071
UGI CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 23-2668356
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL OFFICES) (ZIP CODE)
(610) 337-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF CLASS ON WHICH REGISTERED
-------------- ---------------------
Common Stock, without par value New York Stock Exchange, Inc.
Philadelphia Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [X] No [ ].
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X].
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 [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X].
The aggregate market value of UGI Corporation Common Stock held by nonaffiliates
of the registrant on March 31, 2005 was $2,312,028,386.
At November 1, 2005 there were 104,886,693 shares of UGI Corporation Common
Stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Annual Report to
Shareholders for the year ended September 30, 2005 are incorporated by reference
into Parts I and II of this Form 10-K. Portions of the Proxy Statement for the
Annual Meeting of Shareholders to be held on February 22, 2006 are incorporated
by reference into Part III of this Form 10-K.
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The undersigned registrant hereby amends Item 15 of its Annual Report on Form
10-K for the fiscal year ended September 30, 2005 to include the financial
statements required by Form 11-K with respect to the UGI HVAC Enterprises, Inc.
Savings Plan, the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane,
Inc. Savings Plan, as set forth in Exhibit No. 99.1.
PART IV:
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) and (2) The financial statements and financial statement
schedules incorporated by reference or included in this report
are listed in the accompanying Index to Financial Statements and
Financial Statement Schedules set forth on pages F-2 through F-3
of this report, which is incorporated herein by reference.
2
(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 UGI Form 10-Q 3.1
Incorporation of the Company as amended (6/30/05)
through June 6, 2005
3.2 Bylaws of UGI as amended through September UGI Form 8-K 3.2
28, 2004 (9/28/04)
4 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)
4.1 Rights Agreement, as amended as of August UGI Registration 4.3
18, 2000, between the Company and Mellon Statement No.
Bank, N.A., successor to Mellon Bank (East) 333-49080
N.A., as Rights Agent, and Assumption (11/1/00)
Agreement dated April 7, 1992
4.2 The description of the Company's Common UGI Form 8-B/A 3.(4)
Stock contained in the Company's (4/17/96)
registration statement filed under the
Securities Exchange Act of 1934, as amended
4.3 UGI's (Second) Amended and Restated
Articles of Incorporation and Bylaws
referred to in 3.1 and 3.2 above
3
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
4.4 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P. (3/31/95)
America, Metropolitan Life Insurance
Company, and certain other institutional
investors and AmeriGas Propane, L.P., New
AmeriGas Propane, Inc. and Petrolane
Incorporated
4.5 First Amendment dated as of September 12, AmeriGas Form 10-K 4.5
1997 to Note Agreement dated as of April Partners, L.P. (9/30/97)
12, 1995 ("1995 Note Agreement")
4.6 Second Amendment dated as of September 15, AmeriGas Form 10-K 4.6
1998 to 1995 Note Agreement Partners, L.P. (9/30/98)
4.7 Third Amendment dated as of March 23, 1999 AmeriGas Form 10-Q 10.2
to 1995 Note Agreement Partners, L.P. (3/31/99)
4.8 Fourth Amendment dated as of March 16, 2000 AmeriGas Form 10-Q 10.2
to 1995 Note Agreement Partners, L.P. (6/30/00)
4.9 Fifth Amendment dated as of August 1, 2001 AmeriGas Form 10-K 4.8
to 1995 Note Agreement Partners, L.P. (9/30/01)
4.10 Third Amended and Restated Agreement of AmeriGas Form 8-K 3.1
Limited Partnership of AmeriGas Partners, Partners, L.P. (12/1/04)
L.P. dated as of December 1, 2004
4.11 Second Amended and Restated Agreement of AmeriGas Form 10-K 3.1(a)
Limited Partnership of AmeriGas Propane, Partners, L.P. (9/30/04)
L.P. dated as of December 1, 2004
4.12 Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.8
Partnership of AmeriGas Eagle Propane, L.P. Partners, L.P. (9/30/01)
dated as of July 19, 1999
4.13 Indenture, dated May 3, 2005, by and among AmeriGas Form 8-K 4.1
AmeriGas Partners, L.P., a Delaware limited Partners, L.P. (5/3/05)
partnership, AmeriGas Finance Corp., a
Delaware corporation, and Wachovia Bank,
National Association, as trustee.
4
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.1 Service Agreement (Rate FSS) dated as of UGI Form 10-K 10.5
November 1, 1989 between Utilities and (9/30/95)
Columbia, as modified pursuant to the
orders of the Federal Energy Regulatory
Commission at Docket No. RS92-5-000
reported at Columbia Gas Transmission
Corp., 64 FERC (pilcrow sign) 61,060
(1993), order on rehearing, 64 FERC
(pilcrow sign) 61,365 (1993)
10.2** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.2
Compensation Plan Directors Stock Unit (12/6/05)
Grant Letter
10.3** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.3
Compensation Plan Directors Nonqualified (12/6/05)
Stock Option Grant Letter
10.4** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.8
Compensation Plan Utilities Employees (12/6/05)
Performance Unit Grant Letter
10.5** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.9
Compensation Plan UGI Employees Stock Unit (12/6/05)
Grant Letter
10.6** UGI Corporation Directors Deferred UGI Form 10-K 10.6
Compensation Plan Amended and Restated as (9/30/00)
of January 1, 2000
10.7** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.7
Compensation Plan UGI Employees Performance (12/6/05)
Unit Grant Letter
10.8** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4
March 8, 1996 (6/30/96)
10.9** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.6
Compensation Plan AmeriGas Employees (12/6/05)
Nonqualified Stock Option Grant Letter
10.10** UGI Corporation 1997 Stock Option and UGI Form 10-Q 10.4
Dividend Equivalent Plan Amended and (3/31/03)
Restated as of April 29, 2003
10.11** UGI Corporation 1992 Directors' Stock Plan UGI Form 10-Q 10.2
Amended and Restated as of April 29, 2003 (3/31/03)
5
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.12** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan as amended December 7, (9/30/04)
2004
10.12(a)** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-K 10.4
Severance Pay Plan, as amended December 6, Partners, L.P. (9/30/04)
2004.
10.13** UGI Corporation 2000 Directors' Stock UGI Form 10-Q 10.1
Option Plan Amended and Restated as of (3/31/03)
April 29, 2003
10.14** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q 10.2
Amended and Restated as of December 16, (6/30/04)
2003
*10.15** Letter Agreement dated May 15, 2002
regarding severance arrangement for Mr.
Varagne
10.16** UGI Corporation Supplemental Executive UGI Form 10-Q 10
Retirement Plan Amended and Restated (6/30/98)
effective October 1, 1996
10.17** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.17
Compensation Plan, as amended December 7, (9/30/04)
2004
10.17(a)** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.10
Compensation Plan, as amended December 7, (12/6/05)
2004 - Terms and Conditions as amended
December 6, 2005
10.18 Credit Agreement dated as of August 28, AmeriGas Form 10-K 10.1
2003 among AmeriGas Propane, L.P., AmeriGas Partners, L.P. (9/30/03)
Propane, Inc., Petrolane Incorporated,
Citicorp USA, Inc., Credit Suisse First
Boston, Wachovia Bank, National
Association, as Agent, Issuing Bank and
Swing Line Bank, and certain financial
institutions named party thereto ("2003
Credit Agreement")
10.19 Amendment No. 1 dated as of August 30, AmeriGas Form 8-K 10.1
2004, to the 2003 Credit Agreement Partners, L.P. (8/30/04)
6
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.19(a) Credit Agreement, dated as of April 18, AmeriGas Form 8-K 10.1
2005, by and among AmeriGas Propane, L.P., Partners, L.P. (4/18/05)
as Borrower, AmeriGas Propane, Inc., as a
Guarantor, Petrolane Incorporated, as a
Guarantor, Wachovia Bank, National
Association, as Agent, and the other
financial institutions party thereto
10.20** Form of Confidentiality and Post-Employment AmeriGas Form 10-Q 10.3
Activities Agreement with AmeriGas Propane, Partners, L.P. (3/31/05)
Inc., in its own right and as general
partner of AmeriGas Partners, L.P., for
Messrs. Bissell, Katz and Knauss
10.21** Confidentiality and Post-Employment AmeriGas Form 8-K 10.1
Activities Agreement with AmeriGas Propane, Partners, L.P. (8/15/05)
Inc., in its own right and as general
partner of AmeriGas Partners, L.P., for Mr.
Sheridan
10.22 Notice of appointment of Wachovia Bank, AmeriGas Form 10-K 10.6
National Association as collateral Agent Partners, L.P. (9/30/03)
effective as of August 28, 2003, pursuant
to Intercreditor and Agency Agreement dated
as of April 19, 1995
10.23 Intercreditor and Agency Agreement dated as AmeriGas Form 10-Q 10.2
of April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
Inc., Petrolane Incorporated, AmeriGas
Propane, L.P., Bank of America National
Trust and Savings Association ("Bank of
America") as Agent, Mellon Bank, N.A. as
Cash Collateral Sub-Agent, Bank of America
as Collateral Agent and certain creditors
of AmeriGas Propane, L.P.
10.23(a) First Amendment dated as of July 31, 2001 AmeriGas Form 10-K 10.8
to Intercreditor and Agency Agreement dated Partners, L.P. (9/30/01)
as of April 19, 1995
10.24 General Security Agreement dated as of AmeriGas Form 10-Q 10.3
April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
L.P., Bank of America National Trust and
Savings Association and Mellon Bank, N.A.
10.24(a) First Amendment dated as of July 31, 2001 AmeriGas Form 10-K 10.10
to General Security Agreement dated as of Partners, L.P. (9/30/01)
April 19, 1995
7
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.24(b) Second Amendment dated as of October 14, AmeriGas Form 10-K 10.10(a)
2004 to General Security Agreement dated as Partners, L.P. (9/30/04)
of April 19, 1995
10.25 Subsidiary Security Agreement dated as of AmeriGas Form 10-Q 10.4
April 19, 1995 among AmeriGas Propane, Partners, L.P. (3/31/95)
L.P., Bank of America National Trust and
Savings Association as Collateral Agent and
Mellon Bank, N.A. as Cash Collateral Agent
10.25(a) First Amendment dated as of July 31, 2001 AmeriGas Form 10-K 10.12
to Subsidiary Security Agreement dated as Partners, L.P. (9/30/01)
of April 19, 1995
10.25(b) Second Amendment dated as of October 14, AmeriGas Form 10-K 10.12(a)
2004 to Subsidiary Security Agreement dated Partners, L.P. (9/30/04)
as of April 19, 1995
10.26 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. Partners, L.P. (3/31/95)
for the benefit of Bank of America National
Trust and Savings Association, as
Collateral Agent
10.27 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.28 Trademark License Agreement, dated April AmeriGas Form 10-Q 10.7
19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
AmeriGas Partners, L.P. and AmeriGas
Propane, L.P.
10.29 Stock Purchase Agreement dated May 27, Petrolane Registration 10.16(a)
1989, as amended and restated July 31, Incorporated/ Statement No.
1989, between Texas Eastern Corporation and AmeriGas 33-69450
QFB Partners Partners, L.P.
*10.30** Description of oral employment at-will
agreements for Messrs. Greenberg,
Mendicino, Varagne and Walsh
10.31** Description of oral employment at-will AmeriGas Form 10-K 10.29
agreement for Mr. Bissell Partners, L.P. (9/30/05)
8
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.32** AmeriGas Propane, Inc. Supplemental AmeriGas Form 10-Q 10.1
Executive Retirement Plan, Amended and Partners, L.P. (3/31/05)
Restated as of March 1, 2005
10.33** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.34** UGI Utilities, Inc. Annual Bonus Plan dated Utilities Form 10-Q 10.4
March 8, 1996 (6/30/96)
10.35** Form of Change in Control Agreement for UGI Form 8-K 10.1
Messrs. Greenberg, Mendicino and Walsh (12/6/05)
10.36** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.4
Compensation Plan UGI Employees (12/6/05)
Nonqualified Stock Option Grant Letter
10.36(a)** UGI Corporation 2004 Omnibus Equity UGI Form 8-K 10.5
Compensation Plan UGI Utilities Employees (12/6/05)
Nonqualified Stock Option Grant Letter
10.37** Form of Change in Control Agreement for Mr. AmeriGas Form 8-K 10.1
Bissell Partners, L.P. (12/5/05)
10.38** 2002 Non-Qualified Stock Option Plan UGI Form 10-Q 10.7
Amended and Restated as of April 29, 2003 (3/31/03)
10.39** 1992 Non-Qualified Stock Option Plan UGI Form 10-Q 10.6
Amended and Restated as of April 29, 2003 (3/31/03)
10.40 Financing Agreement dated as of August 28, AmeriGas Form 10-K 10.19
2003 between AmeriGas Propane, Inc. and Partners, L.P. (9/30/03)
AmeriGas Propane, L.P.
10.41 Service Agreement for comprehensive UGI Form 10-K 10.41
delivery service (Rate CDS) dated February (9/30/00)
23, 1999 between UGI Utilities, Inc. and
Texas Eastern Transmission Corporation
10.42 Purchase Agreement dated January 30, 2001 AmeriGas Form 8-K 10.1
and Amended and Restated on August 7, 2001 Partners, L.P. (8/8/01)
by and among Columbia Energy Group,
Columbia Propane Corporation, Columbia
Propane, L.P., CP Holdings, Inc., AmeriGas
Propane, L.P., AmeriGas Partners, L.P., and
AmeriGas Propane, Inc.
9
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.43** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.43
Compensation Plan, Sub-Plan for French (9/30/04)
Employees Stock Option Grant Letter dated
as of 2004
10.44 Agreement by Petrolane Incorporated and Petrolane Form 10-K 10.13
certain of its subsidiaries party thereto Incorporated (9/23/94)
("Subsidiaries") for the Sale of the
Subsidiaries' Inventory and Assets to the
Goodyear Tire & Rubber Company and D.C.H.,
Inc., as Purchaser, dated as of December
18, 1985
10.45 Purchase Agreement by and among Columbia National Form 8-K 10.5
Propane, L.P., CP Holdings, Inc., Columbia Propane (4/19/99)
Propane Corporation, National Propane Partners, L.P.
Partners, L.P., National Propane
Corporation, National Propane SPG, Inc.,
and Triarc Companies, Inc. dated as of
April 5, 1999
10.46 Capital Contribution Agreement dated as of AmeriGas Form 8-K 10.2
August 21, 2001 by and between Columbia Partners, L.P. (8/21/01)
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings,
Inc.
10.47 Promissory Note by National Propane L.P., a AmeriGas Form 10-K 10.39
Delaware limited partnership in favor of Partners, L.P. (9/30/01)
Columbia Propane Corporation dated July 19,
1999
10.48 Loan Agreement dated July 19, 1999, between AmeriGas Form 10-K 10.40
National Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation
10.49 First Amendment dated August 21, 2001 to AmeriGas Form 10-K 10.41
Loan Agreement dated July 19, 1999 between Partners, L.P. (9/30/01)
National Propane, L.P. and Columbia Propane
Corporation
10.50 Columbia Energy Group Payment Guaranty AmeriGas Form 10-K 10.42
dated April 5, 1999 Partners, L.P. (9/30/01)
10.51 Keep Well Agreement by and between AmeriGas AmeriGas Form 10-K 10.46
Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation dated August 21, 2001
10
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.52** AmeriGas Propane, Inc. 2000 Long-Term AmeriGas Form 10-Q 10.2
Incentive Plan on Behalf of AmeriGas Partners, L.P. (6/30/04)
Partners, L.P., as amended December 15,
2003 ("AmeriGas 2000 Plan").
10.52(a)** AmeriGas 2000 Plan Restricted Unit Grant AmeriGas Form 8-K 10.2
Letter Partners, L.P. (12/5/05)
10.53 Storage Transportation Service Agreement Utilities Form 10-K 10.25
(Rate Schedule SST) between Utilities and (9/30/02)
Columbia dated November 1, 1993, as
modified pursuant to orders of the Federal
Energy Regulatory Commission
10.54 Gas Service Delivery and Supply Agreement Utilities Form 10-K 10.32
between Utilities and UGI Energy Services, (9/30/04)
Inc. dated August 1, 2004
10.55 No-Notice Transportation Service Agreement Utilities Form 10-K 10.27
(Rate Schedule CDS) between Utilities and (9/30/02)
Texas Eastern Transmission dated February
23, 1999, as modified pursuant to various
orders of the Federal Energy Regulatory
Commission
10.56 No-Notice Transportation Service Agreement Utilities Form 10-K 10.28
(Rate Schedule CDS) between Utilities and (9/30/02)
Texas Eastern Transmission dated October
31, 2000, as modified pursuant to various
orders of the Federal Energy Regulatory
Commission
10.57 Firm Transportation Service Agreement (Rate Utilities Form 10-K 10.29
Schedule FT-1) between Utilities and Texas (9/30/02)
Eastern Transmission dated June 15, 1999,
as modified pursuant to various orders of
the Federal Energy Regulatory Commission
10.58 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.26
the Service Agreement (Rate FSS) dated as (9/30/04)
of November 1, 1989 between Utilities and
Columbia, as modified pursuant to the
orders of the Federal Energy Regulatory
Commission at Docket No.
RS92-5-000 reported at Columbia Gas
Transmission Corp., 64 FERC (pilcrow sign)
61,060 (1993), order on rehearing, 64 FERC
(pilcrow sign) 61,365 (1993)
11
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.59 Firm Transportation Service Agreement (Rate Utilities Form 10-K 10.31
Schedule FT) between Utilities and (9/30/02)
Transcontinental Gas Pipe Line dated
October 1, 1996, as modified pursuant to
various orders of the Federal Energy
Regulatory Commission
10.60 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.30
the No-Notice Transportation Service (9/30/04)
Agreement (Rate Schedule CDS) between
Utilities and Texas Eastern Transmission
dated February 23, 1999, as modified
pursuant to various orders of the Federal
Energy Regulatory Commission
10.61 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.33
the Firm Transportation Service Agreement (9/30/04)
(Rate Schedule FT-1) between Utilities and
Texas Eastern Transmission dated June 15,
1999, as modified pursuant to various
orders of the Federal Energy Regulatory
Commission
10.62 Firm Transportation Service Agreement (Rate Utilities Form 10-K 10.34
Schedule FTS) between Utilities and (9/30/04)
Columbia Gas Transmission dated November 1,
2004
10.63 Amendment Agreement dated June 18, 2004, UGI Form 10-Q 10.5
relating to the Senior Facilities Agreement (6/30/04)
dated June 26, 2003, as Amended and
Restated, between AGZ Holding, as Parent,
Antargaz, the Senior Lenders, (as defined
therein) and Calyon, as Mandated Lead
Arranger, Facility Agent and Security Agent
10.64 Creditor Accession Agreement dated June 18, UGI Form 10-Q 10.6
2004, between UGI Bordeaux Holding, as the (6/30/04)
New Investor, and Calyon, as Security Agent
10.65 Letter of Undertakings dated June 18, 2004, UGI Form 10-Q 10.7
by UGI Bordeaux Holding to AGZ Holding, the (6/30/04)
Parent of Antargaz, and Calyon, the
Facility Agent, acting on behalf of the
Lenders, (as defined within the Senior
Facilities Agreement)
12
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.66 Tax Consolidation Agreement, dated June 18, UGI Form 10-Q 10.8
2004, entered into by UGI Bordeaux Holding (6/30/04)
and its Subsidiaries named therein
*10.67** UGI Corporation 2004 Omnibus Equity
Compensation Plan Sub-Plan for French
Employees
*10.67(a) UGI Corporation 2004 Omnibus Equity
Compensation Plan Sub-Plan for French
Employees Performance Unit Grant Letter
10.68 Senior Facilities Agreement dated June 26, UGI Form 10-Q 10.1
2003 as Amended and Restated July 2, 2003, (3/31/04)
between AGZ Holding and Antargaz, Credit
Lyonnais, as Mandated Lead Arranger,
Facility Agent and Security Agent, and the
Financial Institutions named therein
10.69 Form of Amendment Agreement dated January UGI Form 10-Q 10.1(a)
15, 2004 to Senior Facilities Agreement, as (3/31/04)
Amended and Restated July 2, 2003
10.70 Pledge of Financial Instruments Account UGI Form 10-Q 10.2
relating to Financial Instruments held by (3/31/04)
AGZ Holding in Antargaz, dated July 7,
2003, between AGZ Holding, as Pledgor, and
Credit Lyonnais, as Security Agent, and the
Senior Lenders
10.71 Pledge of Financial Instruments Accounts UGI Form 10-Q 10.3
relating to Financial Instruments held by (3/31/04)
Antargaz in certain subsidiary companies,
dated July 7, 2003, between Antargaz, as
Pledgor, and Credit Lyonnais, as Security
Agent, and the Revolving Lenders
10.72 Intercreditor Agreement, dated July 7, UGI Form 10-Q 10.4
2003, between AGZ Holding, Antargaz, AGZ (3/31/04)
Finance, the Senior Lenders (as defined
therein), the Investors (as defined
therein), and Credit Lyonnais, as Facility
Agent for the Senior Lenders and as
Security Agent
10.73 Seller's Guarantee dated February 16, 2001 UGI Form 10-Q 10.5
among Elf Antar France, Elf Aquitaine and (3/31/04)
AGZ Holding
13
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
------------ ------- ---------- ------ -------
10.74** AmeriGas Propane, Inc. Discretionary AmeriGas Form 10-K 10.2
Long-Term Incentive Plan for Non-Executive Partners, L.P. (9/30/02)
Key Employees
10.75** Summary of Director Compensation UGI Form 10-Q 10.1
(12/31/04)
*13 Pages 13 through 59 of the 2005 Annual
Report to Shareholders
14 Code of Ethics for principal executive, UGI Form 10-K 14
financial and accounting officers (9/30/03)
*21 Subsidiaries of the Registrant
*23 Consent of PricewaterhouseCoopers LLP
***23.1 Consent of Morison Cogen 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, 2005 pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
***31.1(a) Certification by the Chief Executive
Officer relating to the Registrant's
Report on Form 10-K for the fiscal year
ended September 30, 2005 as amended by
Amendment No. 1 on Form 10-K/A 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, 2005 pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
***31.2(a) Certification by the Chief Financial
Officer relating to the Registrant's
Report on Form 10-K for the fiscal year
ended September 30, 2005 as amended by
Amendment No. 1 on Form 10-K/A 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, 2005, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
***32(a) 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, 2005 as amended by
Amendment No. 1 on Form 10-K/A pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002
***99.1 Financial Statements and Supplemental
Schedule of UGI HVAC Enterprises, Inc.
Savings Plan, AmeriGas Propane, Inc.
Savings Plan and UGI Utilities, Inc.
Savings Plan for the year ended December
31, 2005
* Filed with Annual Report on Form 10-K for the fiscal year 2005 filed on
December 13, 2005.
** As required by Item 14(a)(3), this exhibit is identified as a compensatory
plan or arrangement.
*** Filed herewith.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: June 26, 2006 By: /s/ Anthony J. Mendicino
------------------------------------
Anthony J. Mendicino
Senior Vice President - Finance
and Chief Financial Officer
15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
23.1 Consent of Morison Cogen LLP
31.1(a) Certification by the Chief Executive Officer relating to the
Registrant's Report on Form 10-K for the fiscal year ended
September 30, 2005 as amended by Amendment No. 1 on Form 10-K/A
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2(a) Certification by the Chief Financial Officer relating to the
Registrant's Report on Form 10-K for the fiscal year ended
September 30, 2005 as amended by Amendment No. 1 on Form 10-K/A
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32(a) 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, 2005 as amended by
Amendment No. 1 on Form 10-K/A pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.1 Financial Statements and Supplemental Schedule of UGI HVAC
Enterprises, Inc. Savings Plan, AmeriGas Propane, Inc. Savings
Plan and UGI Utilities, Inc. Savings Plan for the year ended
December 31, 2005