UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~September 21~~November 12, 2018

UGI Utilities, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-1398	123-~~1398~~1174060	~~23-1174060~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
2525 N. 12th Street, Suite 360 P.O. Box 12677 Reading, PA		19612
(Address of principal executive offices)		(Zip Code)

2525 N. 12th Street, Suite 360, Reading, Pennsylvania				19612
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 610 796-3400

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company ☐ as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

IfEmerging ~~an emerging~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

~~Item~~If ~~1.01~~an ~~Entry~~emerging ~~into~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~Material~~of ~~Definitive~~the ~~Agreement~~Exchange Act. ¨

~~On September~~Item ~~21, 2018, UGI Utilities, Inc~~2.02 ~~(the~~Results ~~“Company”) entered into an Increasing Lender Commitment and Acceptance (the “Commitment and Acceptance”) under its unsecured, revolving Credit Agreement (the “Credit Agreement”), dated as~~ of ~~March 27,~~Operations ~~2015, among the Company, as borrower, PNC Bank, National Association, as administrative agent, Citizens Bank of Pennsylvania, as syndication agent, PNC Capital Markets LLC~~ and ~~Citizens~~Financial ~~Bank, N~~Condition.A., as joint lead arrangers and joint bookrunners, and PNC Bank, National Association, Citizens Bank of Pennsylvania, Citibank, N.A., Credit Suisse AG, Cayman Islands Branch, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, The Bank of New York Mellon, Bank of America, N.A., and the other financial institutions from time to time parties thereto (collectively, the “Lenders”). The Commitment and Acceptance increases the amount of loan commitments under the Credit Agreement to $450 million from $300 million. All other terms of the Credit Agreement, as described in the Current Report on Form 8-K dated March 27, 2015, remain unchanged.

AOn ~~copy~~November of12, ~~the~~2018, ~~Commitment~~UGI ~~and~~Corporation, ~~Acceptance~~the isparent ~~attached~~of asUGI ~~Exhibit~~Utilities, 10Inc.~~1 and~~, isissued ~~incorporated~~a ~~herein~~press byrelease ~~reference.~~announcing ~~The~~financial ~~above~~results ~~summary~~for ofitself, ~~the~~including ~~terms~~UGI ofUtilities, Inc., for the ~~Commitment~~fiscal quarter and ~~Acceptance~~year isended ~~qualified~~September 30, in2018. A ~~its~~copy ~~entirety~~of bythe ~~reference~~press release is furnished as Exhibit 99.1 to ~~the~~this ~~Commitment~~report and ~~Acceptance.~~is incorporated herein by reference.

Item 2 9.0301 ~~Creation of a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~The~~(d) ~~information set forth above in Item 1~~Exhibits.01 ~~regarding~~The ~~the~~following ~~Company’s~~exhibit ~~borrowing under the Credit Agreement~~ is ~~hereby~~being ~~incorporated into~~furnished ~~Item 2.03 by reference.~~ herewith:

~~Item~~99.1 9Press Release of UGI Corporation, the parent of UGI Utilities, Inc.01, ~~Financial~~dated ~~Statements~~November ~~and~~12, ~~Exhibits~~2018.

~~(d) Exhibits~~ SIGNATURES

~~10.1~~Pursuant ~~Increasing~~to ~~Lender~~the ~~Commitment~~requirements ~~and Acceptance, dated as~~ of ~~September 21,~~the ~~2018,~~Securities ~~among~~Exchange ~~UGI~~Act ~~Utilities,~~of ~~Inc.~~1934, asthe ~~borrower,~~registrant ~~PNC~~has ~~Bank,~~duly ~~National~~caused ~~Association,~~this asreport ~~administrative~~to ~~agent,~~be ~~and~~signed ~~each~~on ofits ~~the~~behalf ~~entities~~by ~~listed under~~ the ~~caption~~undersigned ~~“Increasing~~hereunto ~~Lenders”~~duly ~~on the signature pages thereto~~authorized.

Exhibit Index




	UGI Utilities, Inc.

November 13, 2018	By:	/s/ G. Gary Garcia
	Name:	G. Gary Garcia
	Title:	Assistant Treasurer

ExhibitNo.		Description
10.1		Increasing Lender Commitment and Acceptance, dated as of September 21, 2018, among UGI Utilities, Inc., as borrower, PNC Bank, National Association, as administrative agent, and each of the entities listed under the caption “Increasing Lenders” on the signature pages thereto.

EXHIBIT INDEX

~~SIGNATURES~~The Following Exhibit Is Furnished:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




EXHIBIT NO.	DESCRIPTION
99.1	Press Release of UGI Corporation, the parent of UGI Utilities, Inc., dated November 12, 2018.

UGI Utilities, Inc.

September 27, 2018

/s/ Monica M. Gaudiosi

Name: Monica M. Gaudiosi

Title: Vice President and General Counsel, Secretary

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