UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-3A-2 File No. 69-00410
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE
PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
To Be Filed Annually Prior to March 1
UGI CORPORATION
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant directly or indirectly holds
an interest.
UGI Corporation (the "Company" or "UGI") was incorporated as a stock
corporation under the laws of Pennsylvania on December 20, 1991. The Company's
principal office is located at 460 North Gulph Road, King of Prussia,
Pennsylvania 19406.
UGI is a holding company which as of December 31, 2004 owned directly or
indirectly the following subsidiaries (excluding EWGs which are described in
Section 4a):
a. UGI Utilities, Inc. ("UGI Utilities") is a public utility company
incorporated in Pennsylvania that owns and operates (i) a natural gas
distribution utility serving 15 counties in eastern and southcentral
Pennsylvania, and (ii) an electric utility serving parts of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
b. AmeriGas, Inc. is a holding company incorporated under the laws
of Pennsylvania. Through its subsidiaries, AmeriGas, Inc. owns approximately 46%
of AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership").
The Partnership conducts a propane distribution business from approximately 650
district locations in 46 states through its 98.9% owned subsidiary AmeriGas
Propane, L.P., a Delaware limited partnership and its subsidiary, AmeriGas Eagle
Propane, L.P., a Delaware limited partnership. AmeriGas Propane, Inc., a
Pennsylvania corporation, is a wholly owned subsidiary of AmeriGas, Inc. and the
sole general partner of the Partnership and AmeriGas Propane, L.P. AmeriGas,
Inc. is also the parent company of Four Flags Drilling Company, Inc., an
inactive Pennsylvania corporation.
AmeriGas Propane, Inc. is the parent company of (i)
AmeriGas Technology Group, Inc., a Pennsylvania corporation engaged in the
commercialization of a patented process for use by waste treatment facilities,
and (ii) Petrolane Incorporated, a Pennsylvania holding company.
AmeriGas Partners, L.P. is the parent company of
AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp.,
each a Delaware corporation that serves as co-obligor for certain debt
securities of the Partnership.
AmeriGas Propane, L.P. is the parent company of (i)
AmeriGas Propane Parts & Service, Inc., a Pennsylvania corporation which sells
appliance parts and fittings and services propane appliances, (ii) AmeriGas
Eagle Propane, Inc. a holding company incorporated under the laws of Delaware,
and (iii) AmeriGas Eagle Propane, L.P.
AmeriGas Eagle Propane, L.P. is the parent company of
AmeriGas Eagle Parts & Service, Inc., a Pennsylvania corporation which sells
appliance parts and fittings and services propane appliances.
AmeriGas Eagle Propane, Inc. is the parent company of
(i) AmeriGas Eagle Holdings, Inc., a Delaware corporation and the sole general
partner of AmeriGas Eagle Propane, L.P. and (ii) AmerE Holdings, Inc., an
inactive Delaware corporation.
AmeriGas Eagle Holdings, Inc., is the parent company of
Active Propane of Wisconsin, LLC, a Delaware limited liability company.
c. UGI Enterprises, Inc. is a Pennsylvania corporation that is a
holding company. Through its wholly owned subsidiary, UGI Energy Services, Inc.
("Energy Services"), a Pennsylvania corporation, it markets natural gas, oil and
electricity in the eastern region of the United States under the trade name of
GASMARK. UGI Asset Management, Inc., a holding company, is a wholly owned
subsidiary of Energy Services. Through its wholly owned subsidiary Atlantic
Energy, Inc., UGI Asset Management, Inc. operates a propane import and storage
facility in Virginia. UGID Holding Company, a Delaware corporation, is a
Delaware investment holding company and a wholly owned subsidiary of UGI
Development Company, a Pennsylvania corporation and a wholly owned subsidiary of
Energy Services which is more fully described below in Section 4a. UGI Hunlock
Development Company, a Pennsylvania corporation, is a wholly owned subsidiary of
UGI Development Company more fully described in Section 4a. Energy Services
Funding Corporation, a Delaware corporation and a wholly owned subsidiary of
Energy Services, is a special purpose Delaware corporation which purchases and
sells receivables of Energy Services under a receivables securitization facility
with an issuer of commercial paper. Homestead Holding Company, a Delaware
corporation and a wholly owned subsidiary of Energy Services is an investment
holding company. Hellertown Pipeline Company, a Pennsylvania corporation and a
wholly owned subsidiary of Energy Services, owns and operates an intrastate
natural gas pipeline.
2
UGI Power Supply, Inc., also a Pennsylvania corporation,
is an inactive wholly owned subsidiary of UGI Enterprises, Inc.
EuroGas Holdings, Inc., a Delaware corporation, is an
inactive wholly owned subsidiary of UGI Enterprises, Inc.
CFN Enterprises, Inc., a Delaware corporation and a
wholly owned subsidiary of UGI Enterprises, Inc., is engaged in the clean
fuel-related business.
UGI HVAC Enterprises, Inc., a Delaware corporation and a
wholly owned subsidiary of UGI Enterprises, Inc., is engaged in the heating,
ventilating, air conditioning, plumbing and refrigeration business.
Energy development partnerships in international markets
are pursued through the following wholly owned subsidiaries of UGI Enterprises,
Inc.: (i) UGI Black Sea Enterprises, Inc., a Pennsylvania corporation, (ii) UGI
International (Romania), Inc., a Pennsylvania corporation, (iii) UGI Romania,
Inc., a Pennsylvania corporation, (iv) UGI International (China), Inc., a
Delaware corporation, (v) UGI China, Inc., a Delaware corporation, and (vi) UGI
Southwest China Development Company, LLC, a Delaware limited liability company.
UGI International Enterprises, Inc. is the parent
company of UGI France, Inc., a Delaware holding company. UGI France, Inc. is the
sole member of UGI Finance, LLC, a Delaware limited liability company. UGI
Bordeaux Holding is a wholly owned French subsidiary of UGI France, Inc., and
the parent company of AGZ Holding, a French company. AGZ Holding is the parent
company of (i) AGZ Finance, a French finance company and (ii) Antargaz, a French
liquefied petroleum gas ("LPG") distribution company. The following French
subsidiaries of Antargaz are engaged in the business of LPG distribution,
logistics or storage: (i) Wogegal, the parent company of Aquitaine Pyrenees Gaz,
(ii) Gaz Est Distribution, (iii) Nord GPL, (iv) Floregaz, (v) Norgal, (vi) Rhone
Mediterranee Gaz, (vii) Rhone Gaz, (viii) Sigap Ouest, and (ix) Sobegal.
Eastfield International Holdings, Inc. ("Eastfield") is
a wholly owned subsidiary of UGI Enterprises and the parent company of Flaga
GmbH ("FLAGA"), an Austrian limited liability company. FLAGA conducts a propane
distribution business from locations in Austria, Switzerland, the Czech Republic
and Slovakia. In Switzerland, the Czech Republic and Slovakia, FLAGA conducts
its distribution business by and through its wholly owned subsidiaries, (i)
Flaga Suisse GmbH, a Swiss limited liability company, (ii) Flaga Plyn spol.
s.r.o., a Czech limited liability company, and (iii) Flaga SlovPlyn, spol.
s.r.o., a Slovakian limited liability company. Additionally, Flaga Plyn spol.
s.r.o. owns 100% of LPG Technik s.r.o., which provides LPG service and
installation work in the Czech Republic. FLAGA is also the parent company of
Flaga Energieversorgungs GmbH, a German limited liability company, which is
currently in liquidation.
3
d. UGI Properties, Inc. is a Pennsylvania corporation that owns
UGI's corporate headquarters building in King of Prussia, Pennsylvania.
e. Ashtola Production Company is an inactive Pennsylvania
corporation.
Ashtola Production Company is the parent company of UGI
Ethanol Development Corporation, an inactive Pennsylvania corporation.
f. United Valley Insurance Company, a Vermont corporation, provides
auto liability insurance and medical stop loss coverage to UGI and certain of
its subsidiaries.
g. Newbury Holding Company is a Delaware investment holding company.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.
The Company does not directly own any such properties.
The Company's subsidiary public utility company, UGI Utilities, Inc., owns
the following properties and related land rights used for the (1) transmission
and distribution of electric energy for sale to customers in all or portions of
two counties in which it has been granted authority to provide electric
distribution service and (2) the distribution of natural gas in all or portions
of 15 counties in eastern and southcentral Pennsylvania in which it has been
granted authority to provide natural gas distribution service:
- Transmission lines: 2,146 miles of electric transmission and
distribution lines and related facilities.
- Electric distribution facilities: 21 substations, transformers and
associated distribution facilities located in the service area, in addition to
the distribution lines referred to above.
- Approximately 4,900 miles of gas mains, related service facilities
and land rights, for the distribution of natural gas within the service area.
4
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
a. Number of kwh. of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
- None by UGI
- UGI Utilities
Retail Electricity 989,520,026 kwh.
Wholesale Electricity 90,702,751
-----------
Total 1,080,222,777 kwh.
Retail Gas 34,792,000 Mcf.
Gas Transportation 47,079,000
-----------
Total 81,871,000 Mcf.
b. Number of kwh. of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company is
organized.
- None by UGI or UGI Utilities
c. Number of kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is organized,
or at the State line.
- None by UGI.
- UGI Utilities - 0 kwh. of Electricity
7,732,622 Mcf. of Gas
NOTE: UGI Utilities' principal business is the distribution of natural gas
exclusively within the Commonwealth of Pennsylvania. Incidental to its principal
business, UGI Utilities may, from time to time, sell natural gas to other gas
utilities or brokers on a wholesale basis. Some of these transactions may take
place outside the state.
d. Number of kwh. of electric energy and Mcf. of natural or manufactured
gas purchased outside the State in which each such company is organized or at
the State line.
- None by UGI
- UGI Utilities - 0 kwh. of Electricity
46,742,000 Mcf. of Gas
5
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
a. Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
Energy Services' wholly owned subsidiary UGI Development Company ("UGID"),
located at 390 Route 11, Hunlock Creek, Pennsylvania 18621-0224, is an EWG which
owns a 5.97% interest in Conemaugh Station, a 1700 megawatt coal-fired steam
electric generation facility located near Johnstown, Pennsylvania. UGID's wholly
owned subsidiary, UGI Hunlock Development Company ("UGIHDC"), owns a 50%
partnership interest in Hunlock Creek Energy Ventures ("HCEV"), an EWG which
owns a 48 megawatt, coal-fired steam electric generation station and a 44
megawatt gas-fired turbine generator in Hunlock Creek, Pennsylvania. UGID
operates the two generators for the partnership.
b. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
UGI Corporation owns 100% of UGI Enterprises, Inc., which owns 100% of
Energy Services, which owns 100% of UGID. UGID owns 100% of UGIHDC, which owns a
50% interest in HCEV, an EWG which is a general partnership.
c. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
- Energy Services' investment in UGID EWG - $66,928,000
- UGIHDC investment in HCEV EWG - $1,527,704
- The Company has guaranteed UGID's obligations as a member of
the PJM Interconnection LLC in the amount of $250,000.
- The Company has guaranteed UGID's sales obligations in the
amount of $5,000,000.
- The Company has not made any direct or indirect guarantee of
the security of UGID or HCEV.
6
d. Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
- UGID capitalization as of 12/31/04 was $68,672,000.
- UGID earnings during the reporting period were $4,566,943.
- HCEV capitalization - Each partner as of 12/31/04 has 50%
equity interest in $28,107,674 equaling $14,053,837 each.
- HCEV earnings during the reporting period were $0.
e. Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the services to be
rendered or goods sold and fees or revenues under such agreement(s).
UGID purchases power from HCEV pursuant to HCEV's market based rate
tariff. HCEV also has an agreement with UGI Utilities permitting HCEV to
interconnect its generating facilities with UGI Utilities' transmission and
distribution system. UGI Utilities and UGI Corporation perform administrative
services for UGID such as payroll, human resources and legal services pursuant
to an administrative services agreement under which the cost of the service is
allocated to UGID. UGID operates two generation facilities located at Hunlock
Creek, Pennsylvania pursuant to an operating agreement with HCEV, under which
UGID is reimbursed for its costs. Energy Services supplies natural gas and gas
supply management services to HCEV at market prices under two agreements.
7
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 28th day of February 2005.
UGI CORPORATION
(Name of claimant)
By: /s/ Anthony J. Mendicino
--------------------------------
Anthony J. Mendicino
Senior Vice President - Finance and
Chief Financial Officer
CORPORATE SEAL
Attest:
/s/ Margaret M. Calabrese
------------------------------
Margaret M. Calabrese
Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Margaret M. Calabrese
Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
8
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last fiscal year, together with a consolidating
balance sheet of the claimant and its subsidiary companies as of the close of
such fiscal year.
Attached to this Form U-3A-2 as Exhibit A.
EXHIBIT B
A Financial Data Schedule setting forth the financial and other data that
is applicable to the registrant on a consolidated basis.
Pursuant to SEC Release No. 33-7855, registrants need not file this
exhibit.
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
UGI CORPORATION
|
UGI ENTERPRISES, INC.
|
UGI ENERGY SERVICES, INC.
|
UGI DEVELOPMENT COMPANY
/ \
UGID HOLDING COMPANY UGI HUNLOCK DEVELOPMENT COMPANY
EXHIBIT A
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2004
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Newbury UGI
UGI and UGI Holding Utilities, AmeriGas,
Corp. Adjustments Corp. Company Inc. Inc.
------------ ------------ --------- --------- ---------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 149.6 $ - $ 0.7 $ 51.6 $ - $ 42.4
Short-term investments 50.0 (1.4) - 50.0 - -
Accounts receivable 367.3 (119.0) 4.2 113.7 38.9 144.6
Accrued utility revenues 9.7 - - - 9.7 -
Inventories 198.4 - - - 65.2 84.7
Deferred income taxes 14.9 - 0.2 - 7.2 8.9
Prepaid expenses and other current assets 46.6 1.2 0.4 - 8.8 26.0
-------- --------- --------- -------- -------- ---------
Total current assets 836.5 (119.2) 5.5 215.3 129.8 306.6
INVESTMENTS IN SUBSIDIARIES - (956.1) 956.1 - - -
PROPERTY, PLANT AND EQUIPMENT
Gross property, plant and equipment 2,674.3 - 0.4 - 944.3 1,121.3
Less: Accumulated depreciation and amortization 892.4 - 0.4 - 313.0 528.3
-------- --------- --------- -------- -------- ---------
Net property, plant and equipment 1,781.9 - - - 631.3 593.0
OTHER ASSETS
Goodwill and excess reorganization value 1,245.9 - - - - 608.1
Intangible assets 184.4 - - - - 28.6
Utility regulatory assets 65.0 - - - 65.0 -
Other assets 121.7 (298.9) 11.4 275.8 29.7 32.1
-------- --------- --------- -------- -------- ---------
Total assets $4,235.4 $(1,374.2) $ 973.0 $ 491.1 $ 855.8 $ 1,568.4
======== ========= ========= ======== ======== =========
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
------------ --------- ----------- -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 3.3 $ 0.1 $ 51.5
Short-term investments - 1.4 - -
Accounts receivable - 0.4 - 184.5
Accrued utility revenues - - - -
Inventories - - - 48.5
Deferred income taxes - 0.1 - (1.5)
Prepaid expenses and other current assets 0.1 0.1 - 10.0
-------- ------ ------ ----------
Total current assets 0.1 5.3 0.1 293.0
INVESTMENTS IN SUBSIDIARIES - - - -
PROPERTY, PLANT AND EQUIPMENT
Gross property, plant and equipment 10.7 - - 597.6
Less: Accumulated depreciation and amortization 3.0 - - 47.7
-------- ------ ------ ---------
Net property, plant and equipment 7.7 - - 549.9
OTHER ASSETS
Goodwill and excess reorganization value - - - 637.8
Intangible assets - - - 155.8
Utility regulatory assets - - - -
Other assets 0.1 1.3 - 70.2
-------- ------ ------ ----------
Total assets $ 7.9 $ 6.6 $ 0.1 $ 1,706.7
======== ====== ====== ==========
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2004
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Newbury UGI
UGI and UGI Holding Utilities, AmeriGas,
Corp. Adjustments Corp. Company Inc. Inc.
------------- ------------ -------- --------- ---------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 122.8 $ - $ - $ - $ 20.0 $ 60.1
Bank loans 78.1 - - - 60.9 -
UGI Utilities preferred shares subject to
mandatory redemption 20.0 - - - 20.0 -
Accounts payable 323.8 (9.6) 10.1 - 60.1 112.3
Accounts payable - intercompany 0.1 (5.5) 0.1 - 2.6 1.2
Employee compensation and benefits accrued 87.7 13.1 2.7 - 12.6 30.0
Dividends and interest accrued 43.0 (5.5) 1.9 - 6.3 30.6
Income taxes accrued 2.0 - 0.3 0.5 2.1 (0.4)
Deposits and advances 98.7 - - - 17.0 78.9
Other current liabilities 146.6 (0.1) 1.0 - 21.3 40.0
--------- --------- ------- ------- -------- --------
Total current liabilities 922.8 (7.6) 16.1 0.5 222.9 352.7
DEBT AND OTHER LIABILITIES
Long-term debt 1,547.3 (384.2) 100.0 - 197.2 841.3
Deferred income taxes 441.4 (12.1) - - 158.1 159.8
Deferred investment tax credits 7.6 - - - 7.6 -
Other noncurrent liabilities 303.8 (13.1) 22.8 - 9.9 60.3
MINORITY INTEREST
Minority interests, principally in 178.4 - - - - 162.5
AmeriGas Partners
COMMON STOCKHOLDERS' EQUITY
Common Stock - (60.4) - - 60.3 -
Additional paid-in-capital 762.8 (1,335.5) 762.6 665.7 79.8 366.2
Retained earnings (accumulated deficit) 146.2 461.8 146.2 (175.1) 121.5 (377.1)
Accumulated comprehensive income (loss) 22.6 (23.1) 22.6 - (1.5) 2.7
Notes receivable from employees (0.2) - - - - -
--------- --------- ------- ------- -------- --------
931.4 (957.2) 931.4 490.6 260.1 (8.2)
Less: treasury stock, at cost (97.3) - (97.3) - - -
--------- --------- ------- ------- -------- --------
Total common stockholders' equity 834.1 (957.2) 834.1 490.6 260.1 (8.2)
--------- --------- ------- ------- -------- --------
Total liabilities and stockholders' equity $ 4,235.4 $(1,374.2) $ 973.0 $ 491.1 $ 855.8 $1,568.4
========= ========= ======= ======= ======== ========
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
---------- ------------ ------------ --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 0.6 $ - $ - $ 42.1
Bank loans - - - 17.2
UGI Utilities preferred shares subject to
mandatory redemption - - - -
Accounts payable - - - 150.9
Accounts payable - intercompany - - - 1.7
Employee compensation and benefits accrued - - - 29.3
Dividends and interest accrued 0.1 - - 9.6
Income taxes accrued - 0.2 - (0.7)
Deposits and advances - - - 2.8
Other current liabilities - 2.9 - 81.5
------- ------ ----- --------
Total current liabilities 0.7 3.1 - 334.4
DEBT AND OTHER LIABILITIES
Long-term debt 9.4 - - 783.6
Deferred income taxes 0.2 0.3 - 135.1
Deferred investment tax credits - - - -
Other noncurrent liabilities - - - 223.9
MINORITY INTEREST
Minority interests, principally in - - - 15.9
AmeriGas Partners
COMMON STOCKHOLDERS' EQUITY
Common Stock - 0.1 - -
Additional paid-in-capital 6.6 0.4 9.9 207.1
Retained earnings (accumulated deficit) (8.8) 2.2 (9.8) (14.7)
Accumulated comprehensive income (loss) - 0.5 - 21.4
Notes receivable from employees (0.2) - - -
------- ------ ----- --------
(2.4) 3.2 0.1 213.8
Less: treasury stock, at cost - - -
------- ------ ----- --------
Total common stockholders' equity (2.4) 3.2 0.1 213.8
------- ------ ----- --------
Total liabilities and stockholders' equity $ 7.9 $ 6.6 $ 0.1 $1,706.7
======= ====== ===== ========
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2004
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Newbury UGI
UGI and UGI Holding Utilities, AmeriGas,
Corp. Adjustments Corp. Company Inc. Inc.
------------ ------------- ------- ------- ---------- ----------
REVENUES
AmeriGas Propane $ 1,775.9 $ - $ - $ - $ - $ 1,775.9
Utilities 650.1 - - - 650.1 -
International Propane 333.4 - - - - -
Energy Services and other 1,025.3 (3.1) - - - -
--------- ------- ------ ------- -------- ---------
3,784.7 (3.1) - - 650.1 1,775.9
COSTS AND EXPENSES
Cost of sales 2,526.9 - - - 412.2 1,029.2
Operating and administrative expenses 790.5 (27.1) 24.5 - 104.5 501.1
Utility taxes other than income taxes 12.5 - - - 12.5 -
Depreciation and amortization 132.3 - - - 22.5 80.7
Other income, net (8.8) 24.0 (24.0) (1.2) (2.6) (11.1)
--------- ------- ------ ------- -------- ---------
3,453.4 (3.1) 0.5 (1.2) 549.1 1,599.9
--------- ------- ------ ------- -------- ---------
OPERATING INCOME (LOSS) 331.3 - (0.5) 1.2 101.0 176.0
Income from equity investees 11.3 - - - - 0.7
Interest (expense) income (119.1) - (2.2) 10.7 (17.9) (83.1)
Minority interests, principally in AmeriGas Partners (47.5) - - - - (47.6)
--------- ------- ------ ------- -------- ---------
INCOME BEFORE INCOME TAXES 176.0 - (2.7) 11.9 83.1 46.0
Income tax (expense) benefit (64.4) - 1.3 (4.0) (34.1) (16.6)
Equity in income of subsidiaries - (113.0) 113.0 - - -
--------- ------- ------ ------- -------- ---------
NET INCOME $ 111.6 $(113.0) $111.6 $ 7.9 $ 49.0 $ 29.4
========= ======= ====== ======= ======== =========
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
------------ ------------ -------------- --------------
REVENUES
AmeriGas Propane $ - $ - $ - $ -
Utilities - - - -
International Propane - - - 333.4
Energy Services and other 1.6 1.5 - 1,025.3
-------- ------ ------- ---------
1.6 1.5 - 1,358.7
COSTS AND EXPENSES
Cost of sales - - - 1,085.5
Operating and administrative expenses 1.0 0.9 - 185.6
Utility taxes other than income taxes - - - -
Depreciation and amortization 0.3 - - 28.8
Other income, net - (0.2) - 6.3
-------- ------ ------- ---------
1.3 0.7 - 1,306.2
-------- ------ ------- ---------
OPERATING INCOME (LOSS) 0.3 0.8 - 52.5
Income from equity investees - - - 10.6
Interest (expense) income (0.4) - - (26.2)
Minority interests, principally in AmeriGas Partners - - - 0.1
-------- ------ ------- ---------
INCOME BEFORE INCOME TAXES (0.1) 0.8 - 37.0
Income tax (expense) benefit - (0.3) - (10.7)
Equity in income of subsidiaries - - - -
-------- ------ ------- ---------
NET INCOME $ (0.1) $ 0.5 $ - $ 26.3
======== ====== ======= =========
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (ACCUMULATED DEFICIT)
FOR THE YEAR ENDED SEPTEMBER 30, 2004
(Unaudited)
(Millions of dollars)
United
Consolidated Eliminations Newbury UGI UGI Valley
UGI and UGI Holding Utilities, AmeriGas, Properties, Insurance
Corp. Adjustments Corp. Company Inc. Inc. Inc. Company
------------- ------------- -------- --------- ---------- ---------- ----------- ---------
Balance at September 30, 2003 $ 90.9 $ 475.9 $ 90.9 $ (183.0) $ 117.5 $ (367.6) $ (8.7) $ 1.7
Net income (loss) 111.6 (113.0) 111.6 7.9 49.0 29.4 (0.1) 0.5
Dividends on Common Stock (56.3) 98.9 (56.3) - (45.0) (38.9) - -
--------- ------- ------- -------- ------- -------- ------ -----
Balance at September 30, 2004 $ 146.2 $ 461.8 $ 146.2 $ (175.1) $ 121.5 $ (377.1) $ (8.8) $ 2.2
========= ======= ======= ======== ======= ======== ====== =====
Ashtola UGI
Production Enterprises,
Company Inc.
------------ -------------
Balance at September 30, 2003 $ (9.8) $ (26.0)
Net income (loss) - 26.3
Dividends on Common Stock - (15.0)
------ -------
Balance at September 30, 2004 $ (9.8) $ (14.7)
====== =======