UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 11-K
 
(Mark One)

		
ý	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the fiscal year ended December 31, 2013
OR

	
		
¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                     to                     
Commission file number:    001-11071

	
		
A.	Full title of the plan and the address of the plan, if different from that of the issuer named below:	
UGI HVAC ENTERPRISES, INC. SAVINGS PLAN
2525 N. 12th Street, Suite 360
READING, PA 19612

	
		
B.	Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:	
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406

UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS

	

   	Page(s)	
 	 	
Report of Independent Registered Public Accounting Firm	1		
 	 	
Financial Statements:	 	
 	 	
Statements of Net Assets Available for Benefits at December 31, 2013 and 2012	2		
 	 	
Statements of Changes in Net Assets Available for Benefits for the years ended December  31, 2013 and 2012	3		
 	 	
Notes to Financial Statements	4 - 12		
 	 	
Schedule H, Line Item 4(i) — Schedule of Assets (Held at End of Year)	13		
 	 	
Exhibit 23	 	
All other schedules to be filed with the Department of Labor in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and have been omitted.

- i -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Plan Administrator of
UGI HVAC Enterprises, Inc. Savings Plan

We have audited the accompanying statements of net assets available for benefits of the UGI HVAC Enterprises, Inc. Savings Plan as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year as of December 31, 2013 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Morison Cogen LLP
Bala Cynwyd, Pennsylvania
June 27, 2014

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

	
									
 	 	December 31,	
 	 	2013	 	2012	
ASSETS:	 	 	 	 	
Investments (Notes 3 and 5)	 	$	23,193,678		 	$	18,901,198		
Receivables:	 	 	 	 	
Participants' contributions receivable	 	25,730		 	27,154		
Employers' contributions receivable	 	7,849		 	4,793		
Notes receivable from participants	 	442,949		 	419,831		
Total assets	 	23,670,206		 	19,352,976		
LIABILITIES:	 	 	 	 	
Accrued administrative expenses	 	4,935		 	3,623		
Total liabilities	 	4,935		 	3,623		
Net assets available for benefits at fair value	 	23,665,271		 	19,349,353		
Adjustments from fair value to contract value for interest in common collective trust relating to fully benefit-responsive investment contracts	 	(23,683	)	 	(37,849	)	
Net assets available for benefits	 	$	23,641,588		 	$	19,311,504		
See accompanying notes to financial statements.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

	
									
 	 	Year Ended December 31,	
 	 	2013	 	2012	
Additions:	 	 	 	 	
Participants’ contributions	 	$	1,131,310		 	$	1,104,462		
Employers’ contributions	 	337,045		 	338,966		
Participants’ rollover contributions	 	221,050		 	351,792		
Investment income:	 	 	 	 	
Dividends and interest	 	436,260		 	437,879		
Net appreciation in value of investments	 	4,061,746		 	1,850,611		
Interest on notes receivable from participants	 	18,408		 	19,042		
Deductions:	 	 	 	 	
Distributions to participants	 	(1,855,932	)	 	(1,715,293	)	
Net transfers of participants’ balances	 	—		 	(139,373	)	
Administrative fees	 	(19,803	)	 	(13,915	)	
Net increase	 	4,330,084		 	2,234,171		
Net assets available for benefits — beginning of year	 	19,311,504		 	17,077,333		
Net assets available for benefits — end of year	 	$	23,641,588		 	$	19,311,504		
See accompanying notes to financial statements.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

	
		
1.	Description of the Plan	
The following brief description of the UGI HVAC Enterprises, Inc. Savings Plan (the “Plan”) provides general information on the provisions of the Plan in effect on December 31, 2013 and during the periods covered by the financial statements. More complete information is included in the Plan document.
General . The Plan is a defined contribution plan which covers employees of UGI HVAC Enterprises, Inc. (the “Company”) and certain affiliated companies (collectively, “the Employers”). The Company is a wholly owned subsidiary of UGI Enterprises, Inc. (“Enterprises”). Enterprises is a wholly owned subsidiary of UGI Corporation (“UGI”). Employees of the Employers are eligible upon hire to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is administered by the UGI Utilities, Inc. Retirement Committee (“Plan Administrator”) whose members are appointed by the Pension Committee of the Board of Directors of UGI Utilities, Inc., a wholly owned subsidiary of UGI.
Contributions . Generally a participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. In addition a participant may elect to contribute to the Plan on an after-tax basis through payroll deduction an amount equal to from 1% to 20%, in whole percentages, of eligible compensation, provided that the combination of before-tax and after-tax contributions does not exceed 50% of eligible compensation. Calendar year before-tax and after-tax contribution amounts are subject to limits prescribed by the Internal Revenue Code (“IRC”) and the Plan, respectively. For the 2013 and 2012 Plan Years, the IRC before-tax contribution limits were $17,500 and $17,000, respectively. After-tax contributions are subject to limits set by the Plan and Section 402(g) of the IRC. A participant may increase the rate of, or reduce or suspend, his or her before-tax or after-tax contributions at any time by contacting the Plan’s recordkeeper, Fidelity Institutional Retirement Services Company (“FIRSCO”).
The Plan allows for “catch-up contributions.” The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRC and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contributions for both the 2013 and 2012 Plan Years was $5,500. Catch-up contributions are not eligible for the Employers’ matching contribution (as described below).
The Plan also accepts on behalf of any employee (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a “rollover” individual retirement plan described in section 408 of the IRC, but only if the deposit qualifies as a tax-free rollover as defined in section 402 or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Plan accepts after-tax rollover contributions.

Generally, for each pay period during a Plan year, the Employers may, at their discretion, make a contribution to the Plan equal to 50% of participant before-tax and after-tax contributions, up to a total of 5% of compensation (as defined in the Plan document) for each participant who has made before-tax and/or after-tax contributions.
A participant is immediately fully vested in the portion of his or her account attributable to participant contributions as well as matching contributions made by the Employers.
Effective January 1, 2014, the Plan also permits participants to make Roth 401(k) contributions to the Plan.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

Investment Funds . A participant may elect to have his or her funds invested in one or more investment options. The Plan currently offers investments in selected mutual funds, the UGI Common Stock Fund, collective trust funds and Brokerage Link. Brokerage Link balances consist of the mutual funds offered by the Plan, as well as mutual funds offered by other registered investment companies. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. The default investment fund under the Plan is the age appropriate Vanguard Target Retirement collective trust fund (based on an assumed retirement age of 65). Fidelity Management Trust Company is the Plan’s Trustee for all investment assets of the Plan and qualifies as a party in interest. The Statements of Changes in Net Assets Available for Benefits reflects certain administrative fees paid by Plan Participants to FIRSCO from Plan assets (see “Administrative Expenses” below). References to “Fidelity” in the table of trust investments below (Note 3) refer to investment funds managed by Fidelity Management & Research Company (“FMR”). References to “Vanguard” in the table of trust investments (Note 3) refer to investment funds managed by the Vanguard Group.
Distributions . The Plan benefit of a participant who terminates employment for any reason other than death shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. Where the amount to be distributed exceeds $1,000, no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined in the Plan document) or age 70  1 / 2 unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $1,000, a Plan participant’s benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution.
A participant who continues to work past age 70 1 / 2 will receive a mandatory required distribution upon termination of employment.
Death . If a participant dies prior to receiving a distribution of his or her account, the participant’s designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the vested portion of his or her account. Generally, the beneficiary may request a distribution of the participant’s account balance as soon as practicable following the date of the participant’s death. The beneficiary of a participant who is married at the time of the participant's death will be the participant’s spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document.
Withdrawals . Generally, a participant may withdraw up to 50% of the balance of his or her Voluntary Participant Contribution Account attributable to after-tax contributions, as defined in the Plan document. However, the withdrawal must be in an amount of at least $500.
A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) and rollover contributions, only on account of financial hardship resulting from (i) medical expenses as defined in section 213(d) of the IRC; (ii) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (iii) foreclosure on or eviction from a primary residence; (iv) costs directly related to the purchase of a primary residence; (v) payments for burial or funeral expenses of the participant’s parent, spouse, children or eligible dependents; or (vi) expenses for the repair of casualty loss damages on a primary residence due to a catastrophic event as defined in section 165 of the IRC. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. A participant’s participation in the Plan is suspended for the six-month period following a hardship withdrawal.
Active employees who reach age 59  1 / 2 can elect an in-service withdrawal in the amount of at least $1,000. A participant may withdraw up to 100% of the balance of his or her Rollover Account, as defined in the Plan document, at any time. No more than one withdrawal in any calendar year is permitted from each of the Voluntary Participant Contribution Account and Rollover Account portions of a participant's account.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

Loan Provision . The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a participant's before-tax and rollover account balances, or (b) $50,000 less the highest balance of all loans during the prior twelve month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time.
 
Administrative Expenses . Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Employers. Other than the plan fees described below, the Employers currently pay such expenses. During the periods covered by the financial statements, each active Plan account was assessed a quarterly recordkeeping fee as follows: $4.25 from January 1, 2012 through June 30, 2012; $10.50 from July 1, 2012 to September 30, 2013; and $14.50 beginning October 1, 2013. This fee is automatically deducted in the month following the end of each quarter and remitted to FIRSCO. Loan administration and withdrawal fees are paid by Plan participants. Mutual fund and collective trust fund expenses are paid to fund managers from mutual fund or collective trust assets.
Plan Termination . Although it has not expressed any intent to do so, the Company has the right to terminate the Plan in whole or in part at any time for any reason.
Plan Amendment. The Company may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with the IRC to maintain compliance with current laws or regulations or to correct errors or omissions in the Plan document, however, may be made by the Retirement Committee without Board approval.
Voting Rights of UGI Common Stock Fund Participants . A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant’s interest in the UGI Common Stock Fund. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer.

		
2.	Accounting Policies	

Use of Estimates and Basis of Accounting . The accompanying financial statements are prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). GAAP requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

Investment Valuation and Income Recognition. The Statements of Net Assets Available for Benefits reflect the Plan’s investments at their fair values except for the Plan’s investment in the Vanguard Retirement Savings Trust III (a common collective trust fund investment) which is stated at its fair value and adjusted to contract value (as further described below). Fidelity Brokerage Link accounts are reflected at their fair value of associated investments.
 
The Statements of Net Assets Available for Benefits reflects the Plan’s interests in collective trust funds at their net asset values (“NAVs”) provided by the administrator of the funds. The NAVs are based upon the fair values of the underlying assets owned by the funds, minus their liabilities, and then divided by the number of shares outstanding. For the Vanguard Retirement Savings Trust III fund, such amount is then adjusted to contract value because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The interest in the Vanguard Retirement Savings Trust III fund is included in the Statements of Changes in Net Assets Available for Benefits on a contract basis.

Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis.

The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments.

Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Vanguard Retirement Savings Trust III fund for which distributions are based upon contract value and except for distributions from the UGI Common Stock Fund, to the extent not all shares are sold on the same date) as of the dates of the distribution. Distributions to participants are recorded when paid.

Transfers of Participants’ Balances. Transfers of participant balances represent amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan and the UGI Utilities, Inc. Savings Plan, which are affiliated plans.

Notes Receivable from Participants. Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable is recorded when earned. No allowances for credit losses have been recorded as of December 31, 2013 or 2012.

Fair Value Measurements. The Plan performs fair value measurements in accordance with GAAP. Refer to Note 5 for the fair value measurement disclosures associated with the Plan’s investments.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

Risks and Uncertainties. The investments of the separate investment funds are subject to various risks including interest rate, credit and overall market volatility. The degree and concentration of these risks vary by fund. The Plan’s exposure to credit losses in the event of nonperformance of investments is limited to the carrying value of such investments. Due to the level of risk associated with the separate investment funds, it is reasonably possible that changes in risk in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits.

	
		
3.	Trust Investments	
The components of trust investments by fund at December 31, 2013 and 2012 are as follows:

	
													
 	 	December 31,	 	 	
 	 	2013	 	 	 	2012	 	 	
Mutual Funds:	 	 	 	 	 	 	 	 	
Fidelity Spartan U.S. Bond Index Fund (shares -- 102,461 and 109,068, respectively)	 	$	1,163,961		 	 	 	$	1,296,824		 	* 	
Fidelity Growth Company Fund - Class K (shares -- 22,955 and 22,034, respectively)	 	2,747,945		 	*	 	2,055,296		 	*	
Fidelity Spartan International Index Fund (shares -- 26,214 and 26,026, respectively)	 	1,066,140		 	  	 	892,187		 	  	
Fidelity T. Rowe Price Equity Income Fund (shares -- 15,609 and 13,601, respectively)	 	512,597		 	 	 	359,745		 	 	
Fidelity PIMCO Total Return Fund Institutional Class (shares -- 2,744 and 1,695, respectively)	 	29,332		 	 	 	19,052		 	 	
Fidelity American Funds EuroPacific Growth Fund Class R-6 (shares -- 479 and 507, respectively)	 	23,503		 	  	 	20,891		 	  	
Fidelity Royce Pennsylvania Mututal Fund Investment Class (shares -- 520 and 0, respectively)	 	7,654		 	 	 	—		 	 	
Vanguard Institutional Index Fund (shares -- 18,855 and 18,200, respectively)	 	3,191,841		 	*	 	2,375,461		 	*	
Vanguard Prime Money Market Fund (shares -- 567,486 and 709,749, respectively)	 	567,486		 	 	 	709,749		 	 	
Vanguard Target Retirement Income Fund (shares -- 0 and 21,201, respectively)	 	—		 	 	 	258,440		 	 	
Vanguard Target Retirement 2010 Fund (shares -- 0 and 5,556, respectively)	 	—		 	  	 	134,072		 	  	
Vanguard Target Retirement 2015 Fund (shares -- 0 and 86,337, respectively)	 	—		 	 	 	1,155,186		 	*	
Vanguard Target Retirement 2020 Fund (shares -- 0 and 924, respectively)	 	—		 	  	 	22,031		 	  	
Vanguard Target Retirement 2025 Fund (shares -- 0 and 156,025, respectively)	 	—		 	 	 	2,120,378		 	*	
Vanguard Target Retirement 2030 Fund (shares -- 0 and 5,503, respectively)	 	—		 	 	 	128,653		 	 	
Vanguard Target Retirement 2035 Fund (shares -- 0 and 141,051, respectively)	 	—		 	 	 	1,987,413		 	*	
Vanguard Target Retirement 2040 Fund (shares -- 0 and 2,757, respectively)	 	—		 	 	 	63,914		 	 	
Vanguard Target Retirement 2045 Fund (shares -- 0 and 37,375, respectively)	 	—		 	  	 	543,804		 	  	
Vanguard Target Retirement 2050 Fund (shares -- 0 and 1,687, respectively)	 	—		 	 	 	38,960		 	 	
Vanguard Extended Market Index Fund (shares -- 48,753 and 47,714, respectively)	 	3,059,228		 	*	 	2,188,162		 	*	
            Total mutual funds	 	12,369,687		 	 	 	16,370,218		 	 	

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

	
													
Assets in Fidelity Brokerage Link — various investments, including registered investment company funds, money market funds and cash	 	126,246		 	  	 	249,182		 	  	
 	 	 	 	 	 	 	 	 	
Common Collective Trusts:	 	 	 	 	 	 	 	 	
Vanguard Retirement Savings Trust III (shares — 520,799 and 487,264, respectively)	 	544,482		 	  	 	525,113		 	  	
Vanguard Target Retirement Income Trust II (shares -- 5,697 and 0, respectively)	 	160,440		 	 	 	—		 	 	
Vanguard Target Retirement 2010 Trust II (shares -- 34 and 0, respectively)	 	890		 	  	 	—		 	  	
Vanguard Target Retirement 2015 Trust II (shares -- 46,796 and 0, respectively)	 	1,206,399		 	*	 	—		 	 	
Vanguard Target Retirement 2020 Trust II (shares -- 2,342 and 0, respectively)	 	59,203		 	  	 	—		 	  	
Vanguard Target Retirement 2025 Trust II (shares -- 107,735 and 0, respectively)	 	2,669,684		 	*	 	—		 	 	
Vanguard Target Retirement 2030 Trust II (shares -- 11,316 and 0, respectively)	 	274,194		 	 	 	—		 	 	
Vanguard Target Retirement 2035 Trust II (shares -- 95,324 and 0, respectively)	 	2,309,689		 	*	 	—		 	 	
Vanguard Target Retirement 2040 Trust II (shares -- 4,094 and 0, respectively)	 	100,959		 	 	 	—		 	 	
Vanguard Target Retirement 2045 Trust II (shares -- 33,388 and 0, respectively)	 	823,011		 	  	 	—		 	  	
Vanguard Target Retirement 2050 Trust II (shares -- 2,857 and 0, respectively)	 	70,777		 	 	 	—		 	 	
Vanguard Target Retirement 2055 Trust II (shares -- 22 and 0, respectively)	 	718		 	  	 	—		 	  	
             Total common collective trusts	 	8,220,446		 	 	 	525,113		 	 	
UGI Common Stock Fund:	 	 	 	 	 	 	 	 	
UGI Corporation Unitized Stock Fund (units — 77,723 and 69,426, respectively)	 	2,460,710		 	* 	 	1,742,593		 	* 	
Dividends receivable	 	16,589		 	  	 	14,092		 	  	
              Total UGI Common Stock fund	 	2,477,299		 	  	 	1,756,685		 	  	
Total trust investments — fair value	 	$	23,193,678		 	  	 	$	18,901,198		 	  	
Total trust investments — cost	 	$	18,973,182		 	  	 	$	16,608,431		 	  	

		
*	Investment represents five percent or more of net assets available for benefits.	
The net appreciation in fair value of investments during the years ended December 31, 2013 and 2012 by major investment category follows:

	
									
 	 	Year Ended December 31,	
 	 	2013	 	2012	
Mutual funds	 	$	3,437,836		 	$	1,663,703		
Target Retirement collective trusts	 	123,461		 	—		
UGI Common Stock Fund	 	480,581		 	171,747		
Other	 	19,868		 	15,161		
Total net appreciation in fair value	 	$	4,061,746		 	$	1,850,611		
 
In November 2013, the Plan's participation in the Target Retirement investment funds comprising registered investment company mutual funds was discontinued and the Plan added Target Retirement fund options comprising collective trust funds with investment objectives identical to the former Target Retirement mutual funds. The Target Retirement collective trust fund

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

options have expense ratios that are lower than the former Target Retirement mutual funds. All existing balances in the Target Retirement mutual funds were transferred to the corresponding Target Retirement collective trust funds as of November 22, 2013.

The UGI Common Stock Fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in a fund that invests in such shares and temporary cash investments. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund’s assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such requests are received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the UGI Common Stock Fund for liquidity. In such case, the participant will receive the net asset value, or closing price for the units, calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date’s closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds.

Beginning in October 2012, the Plan trustee began purchasing shares of UGI Corporation Common Stock on the open market rather than purchasing such shares directly from UGI Corporation. During the 2012 Plan Year, the Plan purchased, at market prices, 4,619 shares of UGI Corporation Common Stock directly from UGI Corporation for $133,732.

	
		
4.	Newly Adopted Accounting Standard	

In December 2011, the FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). The amendments in ASU 2011-11 require an entity to disclose information about offsetting and related arrangements to enable users of financial statements to understand the effect of those arrangements on its financial position. The amendments enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with other GAAP or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in the balance sheet. The new guidance is effective for the Plan beginning with the Plan year ending December 31, 2013. The adoption of ASU 2011-11 did not affect the Plan financial statements.

	
		
5.	Fair Value Measurements	
The Plan performs fair value measurements in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. Fair value is based upon assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and risks inherent in valuation techniques and inputs to valuations. When determining fair value measurements, the Plan considers the principal or most advantageous market for the asset or liability and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB Accounting Standards Codification 820, Fair Value Measurement, are described as follows:

•	Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access;	

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

		
•	Level 2 - Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.	

•	Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.	

The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

The following are descriptions of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2013:

Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

UGI Common Stock Fund: Consists principally in shares of UGI Corporation Common Stock as well as temporary cash investments. UGI Common Stock in the fund is valued at the closing price reported on the active market on which the individual securities are traded.

Brokerage Link: Fidelity Brokerage Link accounts are reflected at their fair value of associated investments, based upon quoted market prices, held by the Plan participants in their individual self-directed brokerage accounts.

Collective trust funds: Valued at the net asset value (NAV) of units of the collective trusts. The NAVs, as provided by the trustee, are used as a practical expedient to estimate fair values. The NAVs are based on the fair value of the underlying investments held by the funds less their liabilities. This practical expedient is not used when it is determined to be probable that the funds will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trusts, the investment advisor reserves the right to temporarily delay withdrawal from the trusts in order to ensure that securities liquidations will be carried out in an orderly business manner.

As previously mentioned, at December 31, 2013 the Plan held investments in Vanguard Target Retirement Trusts ("Vanguard Trusts"). The Vanguard Trusts are common collective trust funds sponsored and maintained by Vanguard Fiduciary Trust Company. The Vanguard Trusts invest in Vanguard mutual funds using an asset allocation strategy designed for investors planning to retire or leave the workforce in or within a few years of the target year. The underlying mutual funds that the Vanguard Trusts held may have included the Vanguard Total Stock Market Index Fund, Vanguard Total Bond Market II Index Fund, Vanguard Total International Stock Index Fund, Vanguard Total International Bond Index Fund and Vanguard Short-Term Inflation-Protected Securities Fund, among others. Each of the Vanguard Trusts’ indirect stock holdings (through its mutual fund holdings) consisted substantially of large-capitalization U.S. stocks and, to a lesser extent, mid- and small-cap U.S. stocks and international stocks. Each of the Vanguard Trusts’ indirect bond holdings through its mutual fund holdings consisted of a diversified mix of investment-grade taxable U.S. government, U.S. government agency and corporate bonds, international bonds as well as inflation-protected and mortgage-backed securities.
The trustee, Vanguard Fiduciary Trust Company, generally determines the fair values of the Vanguard Trusts’ units each day the New York Stock Exchange is open for trading. The underlying investments of the Vanguard Trusts are valued based on quoted market prices as substantially all of these underlying investments have active markets. The values of the Vanguard Trusts are determined based upon the values of these underlying investments held for benefit of the Vanguard Trusts. As the Vanguard Trusts are not directly quoted in active markets, the values of the Vanguard Trusts are classified as Level 2 in the fair value table below.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

The following table presents the Plan’s investments that are measured at fair value on a recurring basis, for each hierarchy level, as of December 31, 2013 and 2012:

	
																	
 	 	December 31, 2013	 	 	
 	 	Fair Value Measurement Using Input Types	 	 	
 	 	Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	Significant
Unobservable
Inputs
(Level 3)	 	Total	
Bond index mutual fund	 	$	1,193,293		 	$	—		 	$	—		 	$	1,193,293		
Equity mutual funds	 	10,608,908		 	—		 	—		 	10,608,908		
Money market mutual fund	 	567,486		 	—		 	—		 	567,486		
   Total mutual funds	 	12,369,687		 	—		 	—		 	12,369,687		
UGI Common Stock fund	 	2,477,299		 	—		 	—		 	2,477,299		
Brokerage Link	 	126,246		 	—		 	—		 	126,246		
Common collective trusts	 	—		 	8,220,446		 	—		 	8,220,446		
Total investments measured at fair value	 	$	14,973,232		 	$	8,220,446		 	$	—		 	$	23,193,678		

	
																	
 	 	December 31, 2012	 	 	
 	 	Fair Value Measurement Using Input Types	 	 	
 	 	Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	Significant
Unobservable
Inputs
(Level 3)	 	Total	
Bond index mutual fund	 	$	1,315,876		 	$	—		 	$	—		 	$	1,315,876		
Equity mutual funds	 	7,891,742		 	—		 	—		 	7,891,742		
Target Retirement mutual funds	 	6,452,851		 	—		 	—		 	6,452,851		
Money market mutual fund	 	709,749		 	—		 	—		 	709,749		
   Total mutual funds	 	16,370,218		 	—		 	—		 	16,370,218		
UGI Common Stock fund	 	1,756,685		 	—		 	—		 	1,756,685		
Brokerage Link	 	249,182		 	—		 	—		 	249,182		
Common collective trust	 	—		 	525,113		 	—		 	525,113		
Total investments measured at fair value	 	$	18,376,085		 	$	525,113		 	$	—		 	$	18,901,198		

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

Fair Value of Investments in Entities that Use Net Asset Value

The following table summarizes investments comprising collective trust funds measured at fair value based on net asset value (NAV) per share as of December 31, 2013 and 2012:

								
Year End	Investment	Fair Value	Unfunded Commitments	Redemption Frequency (if currently eligible)	Redemption Notice Period	
Stable Value Collective Trust:	 	 	 	 	
Dec. 31, 2013	Vanguard Retirement Savings Trust III	$	544,482		n/a	Daily	30 day	
Dec. 31, 2012	Vanguard Retirement Savings Trust III	$	525,113		n/a	Daily	30 day	
Target Retirement Collective Trusts:	 	 	 	 	
Dec. 31, 2013	Vanguard Target Retirement Income Trust II	$	160,440		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2010 Trust II	$	890		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2015 Trust II	$	1,206,399		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2020 Trust II	$	59,203		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2025 Trust II	$	2,669,684		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2030 Trust II	$	274,194		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2035 Trust II	$	2,309,689		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2040 Trust II	$	100,959		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2045 Trust II	$	823,011		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2050 Trust II	$	70,777		n/a	Daily	30 day	
Dec. 31, 2013	Vanguard Target Retirement 2055 Trust II	$	718		n/a	Daily	30 day	

	
		
6.	Federal Income Tax Status	
On July 1, 2010, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of January 1, 2009 under Section 401(a) of the IRC. The Plan has since been amended. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the “Trust”) and participants are not taxed on Employers' contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Services. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.

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UGI HVAC ENTERPRISES, INC.
SAVINGS PLAN
EIN # 51-0375688, PLAN # 001
Schedule H, Line 4(i)—SCHEDULE OF ASSETS (HELD AT END OF YEAR)

	
													
 	 	December 31, 2013	
Name of Issuer and Title of Issue	 	Number of
Shares or
Principal
Amount	 	Cost	 	Current
Value	
Mutual Funds:	 	 	 	 	 	 	
Fidelity Spartan U.S. Bond Index Fund (1)	 	102,461 shrs		 	$	1,192,901		 	$	1,163,961		
Fidelity Growth Company Fund - Class K (1)	 	22,955 shrs		 	2,108,415		 	2,747,945		
Fidelity Spartan International Index Fund (1)	 	26,214 shrs		 	826,057		 	1,066,140		
Fidelity T. Rowe Price Equity Income Fund (1)	 	15,609 shrs		 	392,353		 	512,597		
Fidelity PIMCO Total Return Fund Institutional Class (1)	 	2,744 shrs		 	31,124		 	29,332		
Fidelity American Funds EuroPacific Growth Fund Class R-6 (1)	 	479 shrs		 	21,105		 	23,503		
Fidelity Royce Pennsylvania Mutual Fund Investment Class (1)	 	520 shrs		 	7,539		 	7,654		
Vanguard Institutional Index Fund	 	18,855 shrs		 	2,165,534		 	3,191,841		
Vanguard Prime Money Market Fund	 	567,486 shrs		 	567,486		 	567,486		
Vanguard Extended Market Index Fund	 	48,753 shrs		 	1,770,130		 	3,059,228		
Total Mutual Funds	 	 	 	9,082,644		 	12,369,687		
Assets in Fidelity Brokerage Link Accounts (1)	 	Various investments
including registered investment
company funds, money
market funds and cash	 	104,178		 	126,246		
Common Collective Trusts:	 	 	 	 	 	 	
Vanguard Retirement Savings Trust III (3)	 	520,799 shrs		 	520,799		 	520,799		
Vanguard Target Retirement Income Trust II	 	5,697 shrs		 	159,868		 	160,440		
Vanguard Target Retirement 2010 Trust II	 	34 shrs		 	884		 	890		
Vanguard Target Retirement 2015 Trust II	 	46,796 shrs		 	1,194,146		 	1,206,399		
Vanguard Target Retirement 2020 Trust II	 	2,342 shrs		 	58,328		 	59,203		
Vanguard Target Retirement 2025 Trust II	 	107,735 shrs		 	2,629,826		 	2,669,684		
Vanguard Target Retirement 2030 Trust II	 	11,316 shrs		 	269,435		 	274,194		
Vanguard Target Retirement 2035 Trust II	 	95,324 shrs		 	2,264,909		 	2,309,689		
Vanguard Target Retirement 2040 Trust II	 	4,094 shrs		 	98,873		 	100,959		
Vanguard Target Retirement 2045 Trust II	 	33,388 shrs		 	805,653		 	823,011		
Vanguard Target Retirement 2050 Trust II	 	2,857 shrs		 	69,294		 	70,777		
Vanguard Target Retirement 2055 Trust II	 	22 shrs		 	702		 	718		
 	 	 	 	8,072,717		 	8,196,763		
UGI Common Stock Fund (1):	 	 	 	 	 	 	
UGI Corporation Unitized Stock Fund	 	77,723 units		 	1,697,054		 	2,460,710		
Dividends receivable	 	$	16,589		 	16,589		 	16,589		
 	 	 	 	1,713,643		 	2,477,299		
Participant Loans:	 	 	 	 	 	 	
Loan principal outstanding (4.25% – 9.00%) (1) (2)	 	 	 	442,949		 	442,949		
Total — all funds	 	 	 	$	19,416,131		 	$	23,612,944		
		
(1)	Party in interest.	
		
(2)	Range of interest rates for loans outstanding as of December 31, 2013	
		
(3)	Contract value.	

- 13 -

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	

 	 	 	 	UGI HVAC Enterprises, Inc. Savings Plan	
 	 	 	 	
Date June 27, 2014	 	 	 	By:	 	/s/ Denise M. Bassett	
 	 	 	 	Name:	 	Denise M. Bassett	
 	 	 	 	Title:	 	Manager of Compensation and	
 	 	 	 	 	 	Benefits of UGI Utilities, Inc.	

- 14 -

EXHIBIT INDEX

	

Exhibit No.	  	Description	
 	 	
23		  	Consent of Morison Cogen LLP	

Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-167099) of UGI Corporation as amended by Post-Effective Amendment No. 1, filed June 30, 2010, of our report dated June 27, 2014, with respect to the statements of net assets available for benefits of the UGI HVAC Enterprises, Inc. Savings Plan as of December 31, 2013 and 2012, the related statements of changes in net assets available for benefits for the years then ended, and the related supplemental schedule of Schedule H, line 4(i) - schedule of assets (held at end of year) as of December 31, 2013, which report appears in the Annual Report on Form 11-K for the year ended December 31, 2013 of the UGI HVAC Enterprises, Inc. Savings Plan.

/s/ Morison Cogen LLP
Bala Cynwyd, Pennsylvania
June 27, 2014