Bond JPMorgan Chase & Co. 6.206% ( US902691AE47 ) in USD

Issuer JPMorgan Chase & Co.
Market price refresh price now   103.719 %  ⇌ 
Country  United States
ISIN code  US902691AE47 ( in USD )
Interest rate 6.206% per year ( payment 2 times a year)
Maturity 30/09/2036



Prospectus brochure of the bond JPMorgan Chase Bank US902691AE47 en USD 6.206%, maturity 30/09/2036


Minimal amount 1 000 USD
Total amount 100 000 000 USD
Cusip 902691AE4
Standard & Poor's ( S&P ) rating N/A
Moody's rating A3 ( Upper medium grade - Investment-grade )
Next Coupon 30/09/2025 ( In 93 days )
Detailed description JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, consumer and community banking, commercial banking, and asset and wealth management services across numerous countries.

The Bond issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code US902691AE47, pays a coupon of 6.206% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/09/2036

The Bond issued by JPMorgan Chase & Co. ( United States ) , in USD, with the ISIN code US902691AE47, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.







Form 424(B)(3)
Page 1 of 32
424B3 1 d424b3.htm FORM 424(B)(3)
Table of Contents

Filed Pursuant to Rule 424(b)(3)
File Number: 333-137626
PROSPECTUS

UGI UTILITIES, INC.
OFFER TO EXCHANGE
$175,000,000 5.753% Series B Senior Notes due 2016, which have been registered under the Securities
Act of 1933, for any and all of its outstanding $175,000,000 5.753% Series A Senior Notes due 2016,
and
$100,000,000 6.206% Series B Senior Notes due 2036, which have been registered under the Securities
Act of 1933, for any and all of its outstanding $100,000,000 6.206% Series A Senior Notes due 2036.
We are conducting the exchange offer in order to provide you with an opportunity to exchange your
unregistered notes for freely tradable notes that have been registered under the Securities Act of 1933, as
amended (the "Securities Act").
The Offer to Exchange

· We will exchange all outstanding 5.753% Series A Senior Notes due 2016 that have not been registered
under the Securities Act (which we refer to as our original 2016 notes) and that are validly tendered and not

validly withdrawn in the exchange offer for an equal principal amount of 5.753% Series B Senior Notes due
2016 that have been registered under the Securities Act and are freely tradable (which we refer to as the
2016 notes).
· We will exchange all outstanding 6.206% Series A Senior Notes due 2036 that have not been registered
under the Securities Act (which we refer to as our original 2036 notes) and that are validly tendered and not

validly withdrawn in the exchange offer for an equal principal amount of 6.206% Series B Senior Notes due
2036 that have been registered under the Securities Act and are freely tradable (which we refer to as the
2036 notes, and, together with the 2016 notes, the exchange notes).
· Completion of the exchange offer is subject to certain customary conditions, which we may waive. The

exchange offer is not being conditioned upon any minimum principal amount of original 2016 notes or
original 2036 notes (which, together, we refer to as our original notes) being tendered for exchange notes.
· The terms of the exchange notes to be issued in the exchange offer are substantially identical to the original

notes, except that the exchange notes will be freely tradable.
· You may withdraw tenders of any original notes at any time prior to the expiration date of the exchange offer.
· The exchange offer expires at 5:00 p.m., New York City time, on November 14, 2006, unless extended. We

do not currently intend to extend the expiration date.
· The exchange of original notes for exchange notes in the exchange offer will not be a taxable event for U.S.

federal income tax purposes.
Resales of Exchange Notes Received in the Exchange Offer
The exchange notes may be sold in the over-the-counter market, in negotiated transactions or through a
combination of such methods. We do not plan to list the exchange notes on any national market or securities
exchange.
All untendered original notes will continue to be subject to the restrictions on transfer set forth in the
outstanding original notes and in the indenture that governs them. In general, the original notes may not be
offered or sold unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange
offer, we do not currently anticipate that we will register the original notes under the Securities Act.
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Form 424(B)(3)
Page 2 of 32
If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that
you will deliver a prospectus in connection with any resale of the exchange notes. By making such
acknowledgement, you will not be deemed to admit that you are an "underwriter" under the Securities Act. Broker-
dealers may use this prospectus in connection with any resale of exchange notes received in exchange for
original notes where the original notes were acquired by the broker-dealer as a result of market-making activities
or trading activities. We will make this prospectus available to any broker-dealer for use in any such resale for a
period of up to 180 days after the date of this prospectus. A broker-dealer may not participate in the exchange
offer with respect to original notes acquired other than as a result of market-making activities or trading activities.
See "Plan of Distribution."
See " Risk Factors" beginning on page 6 of this prospectus to read about important factors you
should consider in connection with the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of our offer of the exchange notes or determined that this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is October 13, 2006.
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Form 424(B)(3)
Page 3 of 32
Table of Contents
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION OF DOCUMENTS BY REFERENCE

i
FORWARD-LOOKING STATEMENTS

ii
PROSPECTUS SUMMARY

1
RISK FACTORS

6
RATIO OF EARNINGS TO FIXED CHARGES

8
USE OF PROCEEDS

8
DESCRIPTION OF OTHER INDEBTEDNESS

9
THE EXCHANGE OFFER

9
DESCRIPTION OF THE NOTES

18
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

25
PLAN OF DISTRIBUTION

26
LEGAL MATTERS

26
EXPERTS

26

You should rely only upon the information provided in this prospectus, including any document incorporated in
this prospectus by reference or in any related free-writing prospectus. We have not authorized anyone to provide you
with different information. You should not assume that the information in this prospectus, including any document
incorporated by reference, is accurate as of any date other than the date indicated on the front cover of the
prospectus.
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Form 424(B)(3)
Page 4 of 32
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission
("SEC"). You can inspect and/or copy these reports and other information by accessing the SEC's website at
http://www.sec.gov. Copies of such material can also be obtained in person or by mail at prescribed rates from the SEC
through its Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call 1-800-SEC-0330 for
further information about the operation of the Public Reference Room.
INCORPORATION OF DOCUMENTS BY REFERENCE
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and file annual, quarterly and current reports and other information with the SEC. We are incorporating by reference into this
prospectus certain information that we file with the SEC. This means that we can disclose important information to you by
referring you to those documents. Any information we incorporate by reference into this prospectus is considered a part of
this prospectus. Any information we file with the SEC after the date of this prospectus and until this offering is completed
will automatically update and supersede the information contained in this prospectus.
We incorporate by reference into this prospectus the following documents that we have filed with the SEC:


· annual report on Form 10-K for the fiscal year ended September 30, 2005;


· quarterly reports on Form 10-Q for the quarters ended December 31, 2005, March 31, 2006, and June 30, 2006; and

· current reports on Form 8-K filed November 8, 2005, December 9, 2005, July 31, 2006, August 17,

2006, August 24, 2006, August 30, 2006 (as amended by our report on Form 8-K/A filed on September 7, 2006),
and September 18, 2006.
We also incorporate by reference into this prospectus any filings that we will make with the SEC in the future under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is terminated.
Any statement contained in this prospectus or in a document incorporated by reference in this prospectus shall be
deemed to be modified or superseded to the extent that a statement contained in this prospectus or in any document
subsequently filed with the SEC prior to the completion of this offering that is incorporated by reference into this prospectus
modifies or supersedes such statement. Any such statement, except as so modified or superseded, shall not be deemed to
constitute a part of this prospectus.
This prospectus contains summaries, believed to be accurate, of the terms we consider material of certain documents,
but reference is made to the actual documents, copies of which will be made available upon request to:
Vice President and General Counsel
UGI Utilities, Inc.
100 Kachel Boulevard
Green Hills Corporate Center
Suite 400
Reading, PA 19607
(610) 796-3400
You may also request a copy of our SEC filings incorporated by reference into this prospectus (other than exhibits to
such documents) at no cost by writing or telephoning us.

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Form 424(B)(3)
Page 5 of 32
Table of Contents
FORWARD-LOOKING STATEMENTS
Some information in this prospectus and the documents that we have incorporated by reference may contain forward-
looking statements. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue,"
"estimate," "expect," "may," "will," "intend" or other similar words. These statements discuss plans, strategies, events or
developments that we expect or anticipate will or may occur in the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking
statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However,
we caution you that actual results almost always vary from assumed facts or bases, and the differences between actual results
and assumed facts or bases can be material, depending on the circumstances.
When considering forward-looking statements, you should keep in mind the following important factors which could
affect our future results and could cause those results to differ materially from those expressed in our forward-looking
statements:


· adverse weather conditions resulting in reduced demand;


· price volatility and availability of oil, electricity and natural gas and the capacity to transport them to market areas;


· changes in laws and regulations, including safety, tax and accounting matters;


· competitive pressures from the same and alternative energy sources;


· liability for environmental claims;


· our ability to successfully manage the PG Energy business;

· customer conservation measures due to high energy prices and improvements in energy efficiency and technology

resulting in reduced demand;


· adverse labor relations;


· large customer, counterparty or supplier defaults;


· increased uncollectible accounts expense;

· liability for personal injury and property damage arising from explosions and other catastrophic events, including

acts of terrorism, resulting from operating hazards and risks incidental to generating and distributing electricity and
transporting, storing and distributing natural gas, including liability in excess of insurance coverage;


· political, regulatory and economic conditions in the United States; and


· reduced access to capital markets and interest rate fluctuations.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from
those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also have material
adverse effects on future results. We undertake no obligation to update publicly any forward-looking statement whether as a
result of new information or future events except as required by the federal securities laws.

ii
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Form 424(B)(3)
Page 6 of 32
Table of Contents
PROSPECTUS SUMMARY
The following summary highlights basic information about our company and the exchange offer and does not contain all
of the information that may be important to you in making a decision to acquire the exchange notes. For a more
comprehensive understanding of our company and the exchange offer, you should read this entire document, including "Risk
Factors" beginning on page 6 and the information incorporated by reference. When used in this prospectus, unless the context
otherwise requires, "UGI Utilities," "we," "our," "ours," and "ourselves" refer to UGI Utilities, Inc. References to "fiscal
year" are to our fiscal years ending September 30; for example, references to "fiscal 2005" are to our fiscal year ended
September 30, 2005.
Who we are
We are a public utility company that owns and operates two natural gas distribution utilities and an electric utility that
serves customers in eastern and central Pennsylvania. As of September 30, 2005, we served approximately 307,000
customers in 15 counties in Pennsylvania, including the cities of Allentown, Bethlehem, Easton, Harrisburg, Hazelton,
Lancaster, Lebanon, and Reading, through our distribution system of approximately 5,000 miles of gas mains. For the fiscal
year ended September 30, 2005, system throughput for our natural gas distribution utility was approximately 84.7 billion
cubic feet. As of September 30, 2005, our electric utility served approximately 62,000 customers in portions of Luzerne and
Wyoming counties in northeastern Pennsylvania through a system consisting of approximately 2,100 miles of transmission
and distribution lines and 14 transmission substations. We are regulated by the Pennsylvania Public Utility Commission (the
"PUC").
On August 24, 2006, our subsidiary, UGI Penn Natural Gas, Inc. ("Penn Natural"), completed the acquisition of the
natural gas utility business of PG Energy, an operating division of Southern Union Company ("PG Energy"), and the capital
stock of PG Energy Services, Inc. from Southern Union Company. Our acquisition of PG Energy resulted in the addition of
approximately 158,000 customers to our natural gas distribution utility operations. Penn Natural, which operates as a stand-
alone company and has approximately 420 employees, serves former PG Energy customers in 13 counties in northeastern and
central Pennsylvania, including the cities of Scranton, Wilkes-Barre and Williamsport. Penn Natural's natural gas distribution
system consists of approximately 2,500 miles of pipeline, through which it distributed approximately 48.1 billion cubic feet
of natural gas for the year ended December 31, 2005. Penn Natural is regulated by the PUC and provides natural gas products
and services to residential and commercial customers for space heating, water heating, cooking, cooling and processing.
We are a wholly owned subsidiary of UGI Corporation (NYSE: UGI).

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Form 424(B)(3)
Page 7 of 32
Table of Contents
The Exchange Offer
On September 15, 2006, we completed the private offering of $175 million aggregate principal amount of our original
2016 notes and $100 million aggregate principal amount of our original 2036 notes in a transaction exempt from the
registration requirements of the Securities Act. Simultaneously with that transaction, we entered into a registration rights
agreement with the initial purchasers of the original notes, in which we agreed to complete an exchange offer for the original
notes. Below is a summary of the exchange offer.
Terms of the Offer.
We are offering to exchange (i) the 2016 notes for a like principal amount of the
original 2016 notes and (ii) the 2036 notes for a like principal amount of the
original 2036 notes. Original notes may only be tendered in denominations of
$1,000 and any integral multiples of $1,000. See "The Exchange Offer--Terms
of the Exchange."
Resale of Exchange Notes
Based upon interpretations of staff of the SEC as set forth in no-action letters
previously issued to third parties, we believe that the exchange notes may be
offered for resale, resold and otherwise transferred by you without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that:

· you are acquiring the exchange notes in the ordinary course of your

business;

· you have not engaged in, do not intend to engage in, and have no

arrangement or understanding with any person to participate in a
distribution of the exchange notes;


· you are not our "affiliate" as defined under Rule 405 of the Securities Act;

· if you are a broker-dealer, you have not entered into any arrangement or

understanding with us or any affiliates to distribute the exchange notes;
and

· you are not acting on behalf of any person or entity that could not

truthfully make these representations.
We do not intend to apply for listing of the exchange notes on any securities
exchange or to seek approval for quotation through an automated quotation
system. Accordingly, there can be no assurance that an active market will
develop upon completion of the exchange offer or, if developed, that such
market will be sustained or be sufficiently liquid. Each participating broker-
dealer that receives exchange notes for its own account in the exchange offer
in exchange for original notes that were acquired as a result of market-
making or other trading activity must acknowledge that it will deliver a
prospectus in connection with any resale of exchange notes. See "Plan of
Distribution."

Consequences if you do not exchange
Original notes that are not tendered in the exchange offer or are not accepted for
your original notes
exchange will continue to bear legends restricting their transfer. You will not be
able to offer or sell such original notes:


· except under an exemption from the requirements of the Securities Act; or


· unless the original notes are registered under the Securities Act.

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Form 424(B)(3)
Page 8 of 32
Table of Contents
After the exchange offer is closed, we will no longer have an obligation to
register the original notes, subject to a limited exception. See "Risk Factors--
Risks related to the exchange offer--If you fail to exchange your original
notes, they will continue to be restricted securities and may become less
liquid."

Expiration Date
The exchange offer expires at 5:00 p.m., New York City time, on November 14,
2006, unless extended.

Exchange Date; Issuance of Exchange
The date of acceptance for exchange of the original notes is the exchange date,
Notes
which will be the first business day following the expiration date of the
exchange offer. We will issue exchange notes in exchange for original notes
tendered and accepted in the exchange offer promptly following the exchange
date. See "The Exchange Offer--Terms of the Exchange."

Certain Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, which we may
waive. See "The Exchange Offer--Conditions to the Exchange Offer."

Special Procedures for Beneficial Holders If you beneficially own original notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish
to tender them in the exchange offer, you should contact such registered holder
promptly and instruct such person to tender on your behalf. If you wish to
tender in the exchange offer on your own behalf, you must, prior to completing
and executing the letter of transmittal and delivering your original notes, either
arrange to have the original notes registered in your name or obtain a properly
completed bond power from the registered holder. The transfer of registered
ownership may take considerable time. See "The Exchange Offer--Procedures
for Tendering."

United States Federal Income Tax
We believe the exchange for original notes for exchange notes in the exchange
Consequences
offer will not be a taxable event and will not result in any gain or loss to you for
United States federal income tax purposes. See "Certain Material United States
Federal Income and Estate Tax Considerations."

Accounting Treatment
We will not recognize any gain or loss for accounting purposes upon the
completion of the exchange offer. The expenses of the exchange offer that we
pay will increase our deferred financing costs in accordance with generally
accepted accounting principles. See "The Exchange Offer--Accounting
Treatment."

Withdrawal Rights
You may withdraw your tender at any time before the exchange offer expires.
See "The Exchange Offer--Withdrawal of Tenders."

Use of Proceeds
We will not receive any proceeds from the exchange or the issuance of the
exchange notes in connection with the exchange offer. See "Use of Proceeds."

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Form 424(B)(3)
Page 9 of 32
Table of Contents
Exchange Agent
U.S. Bank National Association is serving as the exchange agent in connection
with the exchange offer. The address and telephone and facsimile numbers of
the exchange agent are listed under the heading "The Exchange Offer--
Exchange Agent."
The Exchange Notes
The terms of the 2016 notes and the original 2016 notes are identical in all material respects, and the terms of the 2036
notes and the original 2036 notes are identical in all material respects, except, in each case, that:


· the exchange notes will have been registered under the Securities Act;

· the exchange notes will not contain the transfer restrictions and registration rights that relate to the original notes;

and

· the exchange notes will not contain provisions relating to the payment of liquidated damages to the holders of the

original notes under the circumstances related to the timing of the exchange offer.
A table providing a brief description of the material terms of the exchange notes follows. When we refer to "notes" in
this table and elsewhere in the prospectus, we are referring to both the original notes and the exchange notes.
Issuer
UGI Utilities, Inc.

Exchange Notes Offered
Up to $175 million principal amount of 5.753% Series B Senior Notes due
September 30, 2016 and up to $100 million of 6.206% Series B Senior Notes
due September 30, 2036, each series registered under the Securities Act.

Interest Rate
5.753% per annum for the 2016 notes and 6.206% per annum for the 2036
notes. Interest on the exchange notes will accrue from September 15, 2006,
calculated on a basis of a 360-day year consisting of twelve 30-day months.

Interest Payment Dates
Each March 30 and September 30, commencing on March 30, 2007.

Ranking
The exchange notes will rank equally in right of payment with all of our
existing and future senior unsecured indebtedness, including our medium-term
notes. As of September 8, 2006, we had $687.0 million of senior unsecured
indebtedness outstanding. See "Description of Other Indebtedness."

Optional Redemption
We may redeem the exchange notes of either series, in whole or in part, at any
time by paying the make-whole price described in "Description of the Notes--
Optional Redemption."

Certain Covenants
The terms of the indenture governing the notes restrict our ability to create
certain liens, enter into certain sale and leaseback transactions, or, in certain
cases, to consolidate, merge or transfer all or substantially all of our assets.
These restrictions are subject to a number of important qualifications and
exceptions which are described under "Description of the Notes--Restrictive
Indenture Provisions and--Consolidation, Merger, Sale or Conveyance."

Events of Default
If an event of default occurs, the principal amount of the notes then outstanding,
together with any accrued interest, may be declared immediately due and
payable, except that upon the occurrence of certain bankruptcy related events of
default, such principal and interest will become immediately payable without
any such declaration. See "Description of the Notes--Events of Default."

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Form 424(B)(3)
Page 10 of 32
Table of Contents
Use of Proceeds
We will not receive cash proceeds from the issuance of the exchange notes
offered hereby. In consideration for issuing the exchange notes in exchange for
original notes as described in this prospectus, we will receive original notes of
like principal amount. The original notes tendered and accepted in the exchange
offer for the exchange notes will be retired and canceled.

Exchange Agent
U.S. Bank National Association
Risk Factors
See the section below entitled "Risk Factors" for a description of certain of the risks that you should consider before
participating in the exchange offer.
Additional Information
Our executive offices are located at 100 Kachel Boulevard, Suite 400, Green Hills Corporate Center, Reading,
Pennsylvania 19607. Our telephone number is (610) 796-3400 and our website address is http://www.ugi.com. The
information on our website does not constitute a part of this prospectus. The reference to our website address is intended as
an inactive textual reference only.

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