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, 2003 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 southeastern
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 47.4% of
AmeriGas Partners, L.P., a Delaware limited partnership (the "Partnership"). The
Partnership conducts a propane distribution business from approximately 700
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 AmeriGas
Eagle Holdings, Inc., a Delaware corporation and the sole general partner of
AmeriGas Eagle Propane, L.P. 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. 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 oil pipeline.
UGI Power Supply, Inc., also a Pennsylvania corporation, is an
inactive wholly owned subsidiary of UGI Enterprises, Inc.
2
Hearth USA, Inc., a Delaware 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, is a wholly
owned subsidiary of UGI Enterprises, Inc., and owns 42% of CFN Networks LLC, a
Delaware limited liability company engaged in the development of networks of
self-serve propane dispensers for motor fuel use.
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 oil delivery business.
McHugh Service Company, a Pennsylvania corporation, is a
wholly owned subsidiary of UGI Enterprises, Inc. engaged in the heating,
ventilating, air conditioning and plumbing business.
Energy development partnerships in international markets are
pursued through the following wholly owned subsidiaries of UGI Enterprises,
Inc.: (i) UGI International Enterprises, Inc., a Pennsylvania corporation, (ii)
Eastfield International Holdings, Inc., a Delaware corporation, (iii) UGI Black
Sea Enterprises, Inc., a Pennsylvania corporation, (iv) UGI International
(Romania), Inc., a Pennsylvania corporation, (v) UGI Romania, Inc., a
Pennsylvania corporation, (vi) UGI International (China), Inc., a Delaware
corporation, (vii) UGI China, Inc., a Delaware corporation, and (viii) 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.
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. Eastfield owns 100% of FLAGA.
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 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. Flaga owns controlling interests in
two transport companies, namely GTE Gastrans Erfurt GmbH, a German limited
liability company, and GTP Gas Trans Praha spol.s.r.o., a Czech limited
liability company. GTP is also the parent company of GTB Gas Trans Bratislava, a
Slovakian transport company.
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.
3
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, general, and workers' compensation liability insurance 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 communities which
have granted a franchise to provide electric energy and (2) the distribution of
natural gas throughout a 15 county service area in eastern and southeastern
Pennsylvania to customers in communities which have granted a franchise to
provide gas service:
- Transmission lines: 2,136 miles of electric transmission and
distribution lines and related facilities in portions of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
- 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 4,800 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 979,124,000 kwh.
Retail Gas 35,673,000 Mcf.
Gas Transportation 48,134,000
----------
Total 83,807,000 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
8,624,956 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
48,379,000 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 - $63,246,000
- UGIHDC investment in HCEV - $3,828,000
- The Company has guaranteed UGID's obligations as a
member of the PJM Interconnection LLC.
- The Company has not made any direct or indirect
guarantee of the security of UGID.
6
d. Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
- UGID capitalization as of 12/31/03 was $65,243,000.
- UGID earnings during the reporting period were
$3,902,000.
- HCEV capitalization - Each partner as of 12/31/02 has
50% equity interest in $32,708,000 equaling $16,354,000
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 27th day of February, 2004.
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
Corporate Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Margaret M. Calabrese
Corporate Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
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
are 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, 2003
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Northfield Newbury UGI UGI
UGI and UGI Holding Holding Utilities, AmeriGas, Properties,
Corp. Adjustments Corp. Company Company Inc. Inc. Inc.
----- ----------- ----- ------- ------- ---- ---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 142.1 $ - $ 0.6 $ - $ 65.7 $ 0.3 $ 48.1 $ 0.3
Short-term investments 50.0 (2.0) - - 50.0 - - -
Accounts receivable 199.2 (110.8) 1.7 - 108.1 30.1 102.8 0.1
Accrued utility revenues 7.4 - - - - 7.4 - -
Inventories 136.6 - - - - 54.0 70.1 -
Deferred income taxes 23.5 - 0.2 - - 10.4 11.1 -
Prepaid expenses and
other current assets 28.6 1.9 0.5 - - 5.6 17.2 0.1
--------- ----------- ------- -------- ------ ------- --------- -------------
Total current assets 587.4 (110.9) 3.0 - 223.8 107.8 249.3 0.5
INVESTMENTS IN
SUBSIDIARIES - (689.4) 689.4 - - - - -
PROPERTY, PLANT AND
EQUIPMENT
Gross property, plant and
equipment 2,142.0 - 0.4 - - 907.9 1,076.2 10.6
Less: Accumulated
depreciation and
amortization 805.2 - 0.4 - - 296.9 480.9 2.7
--------- ----------- ------- -------- ------ ------- --------- -------------
Net property, plant
and equipment 1,336.8 - - - - 611.0 595.3 7.9
OTHER ASSETS
Goodwill and excess
reorganization value 671.5 - - - - - 601.6 -
Intangible assets 34.7 - - - - - 27.0 -
Utility regulatory assets 60.3 - - - - 60.3 - -
Other assets 90.6 (24.5) 8.5 - 4.9 30.0 31.8 -
--------- ----------- ------- -------- ------ ------- --------- -------------
Total assets $ 2,781.3 $ (824.8) $ 700.9 $ - $228.7 $ 809.1 $ 1,505.0 $ 8.4
========= =========== ======= ======== ====== ======= ========= =============
United
Valley Ashtola UGI
Insurance Production Enterprises,
Company Company Inc.
------- ------- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1.4 $ 0.1 $ 25.6
Short-term investments 2.0 - -
Accounts receivable - - 67.2
Accrued utility revenues - - -
Inventories - - 12.5
Deferred income taxes 0.1 - 1.7
Prepaid expenses and
other current assets - - 3.3
----- ----- -------
Total current assets 3.5 0.1 110.3
INVESTMENTS IN
SUBSIDIARIES - - -
PROPERTY, PLANT AND
EQUIPMENT
Gross property, plant and
equipment - - 146.9
Less: Accumulated
depreciation and
amortization - - 24.3
----- ----- -------
Net property, plant
and equipment - - 122.6
OTHER ASSETS
Goodwill and excess
reorganization value - - 69.9
Intangible assets - - 7.7
Utility regulatory assets - - -
Other assets 1.0 - 38.9
----- ----- -------
Total assets $ 4.5 $ 0.1 $ 349.4
===== ===== =======
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2003
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Northfield Newbury
UGI and UGI Holding Holding
Corp. Adjustments Corp. Company Company
----- ----------- ----- ------- -------
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 65.0 $ - $ - $ - $ -
Bank loans 56.6 - - - -
Accounts payable 202.5 (9.9) 10.1 - -
Accounts payable - intercompany - (1.3) 0.6 - -
Employee compensation and
benefits accrued 41.9 - 2.7 - -
Dividends and interest accrued 40.1 (0.9) 0.9 - -
Income taxes accrued 8.9 (0.2) - - 0.6
Deposits and advances 69.1 - - - -
Other current liabilities 86.2 (0.2) 4.1 - -
-------- --------- -------- --- --------
Total current liabilities 570.3 (12.5) 18.4 - 0.6
DEBT AND OTHER LIABILITIES
Long-term debt 1,158.5 (113.4) 100.0 - -
Deferred income taxes 223.1 (8.8) - - -
Deferred investment tax credits 8.0 - - - -
UGI Utilities preferred shares subject to
mandatory redemption 20.0 - - - -
Other noncurrent liabilities 97.4 - 12.7 - -
MINORITY INTEREST
Minority interests in AmeriGas Partners 134.6 - - - -
COMMON STOCKHOLDERS' EQUITY
Common Stock - (60.4) - - -
Additional paid-in-capital 582.4 (1,100.6) 582.4 - 411.1
Retained earnings (accumulated deficit) 90.9 475.9 90.9 - (183.0)
Accumulated comprehensive income (loss) 4.7 (5.0) 4.7 - -
Notes receivable from employees (0.4) - - - -
-------- --------- -------- --- --------
677.6 (690.1) 678.0 - 228.1
Less: treasury stock, at cost (108.2) - (108.2) - -
-------- --------- -------- --- --------
Total common stockholders' equity 569.4 (690.1) 569.8 - 228.1
-------- --------- -------- --- --------
Total liabilities and
stockholders' equity $2,781.3 $ (824.8) $ 700.9 $ - $ 228.7
======== ========= ======== === ========
United
UGI UGI Valley Ashtola UGI
Utilities, AmeriGas, Properties, Insurance Production Enterprises,
Inc. Inc. Inc. Company Company Inc.
---- ---- ---- ------- ------- ----
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of
long-term debt $ - $ 58.7 $ 0.6 $ - $ - $ 5.7
Bank loans 40.7 - - - - 15.9
Accounts payable 55.1 87.4 - - - 59.8
Accounts payable - intercompany 0.2 - - - - 0.5
Employee compensation and
benefits accrued 8.5 26.3 - - - 4.4
Dividends and interest accrued 6.5 32.0 - - - 1.6
Income taxes accrued 0.5 4.7 - - - 3.3
Deposits and advances 15.1 52.8 - - - 1.2
Other current liabilities 26.3 40.6 0.1 1.8 - 13.5
-------- -------- -------- ---- ----- --------
Total current liabilities 152.9 302.5 0.7 1.8 - 105.9
DEBT AND OTHER LIABILITIES
Long-term debt 217.3 868.6 10.0 - - 76.0
Deferred income taxes 144.2 81.8 0.1 0.2 - 5.6
Deferred investment tax credits 8.0 - - - - -
UGI Utilities preferred shares
subject to mandatory redemption 20.0 - - - - -
Other noncurrent liabilities 11.9 55.5 - - - 17.3
MINORITY INTEREST
Minority interests in AmeriGas Partners - 134.6 - - - -
COMMON STOCKHOLDERS' EQUITY
Common Stock 60.3 - - 0.1 - -
Additional paid-in-capital 79.0 430.9 6.7 0.4 9.9 162.6
Retained earnings (accumulated deficit) 117.5 (367.6) (8.7) 1.7 (9.8) (26.0)
Accumulated comprehensive income (loss) (2.0) (1.3) - 0.3 - 8.0
Notes receivable from employees - - (0.4) - - -
-------- -------- -------- ---- ----- --------
254.8 62.0 (2.4) 2.5 0.1 144.6
Less: treasury stock, at cost - - - - -
-------- -------- -------- ---- ----- --------
Total common stockholders' equity 254.8 62.0 (2.4) 2.5 0.1 144.6
-------- -------- -------- ---- ----- --------
Total liabilities and
stockholders' equity $ 809.1 $1,505.0 $ 8.4 $4.5 $ 0.1 $ 349.4
======== ======== ======== ==== ===== ========
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2003
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Northfield Newbury UGI
UGI and UGI Holding Holding Utilities, AmeriGas,
Corp. Adjustments Corp. Company Company Inc. Inc.
----- ----------- ----- -------- ------- ---- ----
REVENUES
AmeriGas Propane $1,628.4 $ - $ - $ - $ - $ - $1,628.4
UGI Utilities 628.7 - - - - 628.7 -
International Propane 54.5 - - - - - -
Energy Services and other 714.5 (2.4) - - - 8.1 -
-------- -------- -------- -------- -------- -------- --------
3,026.1 (2.4) - - - 636.8 1,628.4
COSTS AND EXPENSES
Cost of sales 1,984.3 - - - - 392.9 910.3
Operating and administrative expenses 643.3 (20.1) 18.6 - - 101.3 487.9
Utility taxes other than income taxes 13.0 - - - - 12.2 0.4
Depreciation and amortization 103.0 - - - - 21.2 74.9
Other income, net (19.8) 17.7 (17.6) (1.3) (0.2) (8.7) (9.6)
-------- -------- -------- -------- -------- -------- --------
2,723.8 (2.4) 1.0 (1.3) (0.2) 518.9 1,463.9
-------- -------- -------- -------- -------- -------- --------
OPERATING INCOME (LOSS) 302.3 - (1.0) 1.3 0.2 117.9 164.5
Income (loss) from equity investees 5.3 - - - - - (0.6)
Loss on extinguishments of debt (3.0) - - - - - (3.0)
Interest expense (109.2) - (1.5) 1.2 0.6 (17.7) (87.1)
Minority interests in AmeriGas Partners (34.6) - - - - - (34.6)
-------- -------- -------- -------- -------- -------- --------
INCOME BEFORE INCOME TAXES AND SUBSIDIARY
PREFERRED STOCK DIVIDENDS 160.8 - (2.5) 2.5 0.8 100.2 39.2
Income tax (expense) benefit (60.7) - 2.4 (0.8) (0.3) (39.5) (16.1)
Dividends on UGI Utilities preferred
shares subject to
mandatory redemption (1.2) (1.2) - - - - -
Equity in income of subsidiaries - (99.0) 99.0 - - - -
-------- -------- -------- -------- -------- -------- --------
NET INCOME $ 98.9 (100.2) 98.9 1.7 0.5 60.7 23.1
========
Dividends on UGI Utilities preferred
shares subject to
mandatory redemption 1.2 - - - (1.2) -
-------- -------- -------- -------- -------- --------
NET INCOME AFTER DIVIDENDS ON
PREFERRED SHARES SUBJECT TO
MANDATORY REDEMPTION $ (99.0) $ 98.9 $ 1.7 $ 0.5 $ 59.5 $ 23.1
======== ======== ======== ======== ======== ========
United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
----------- --------- ---------- ------------
REVENUES
AmeriGas Propane $ - $ - $ - $ -
UGI Utilities - - - -
International Propane - - - 54.5
Energy Services and other 2.0 0.5 - 706.3
-------- -------- ------ ------
2.0 0.5 - 760.8
COSTS AND EXPENSES
Cost of sales - - - 681.1
Operating and administrative expenses 1.0 1.7 - 52.9
Utility taxes other than income taxes 0.1 - - 0.3
Depreciation and amortization 0.3 - - 6.6
Other income, net (0.1) (0.2) - 0.2
-------- -------- ------ ------
1.3 1.5 - 741.1
-------- -------- ------ ------
OPERATING INCOME (LOSS) 0.7 (1.0) - 19.7
Income (loss) from equity investees - - - 5.9
Loss on extinguishments of debt - - - -
Interest expense (0.4) - - (4.3)
Minority interests in AmeriGas Partners - - - -
-------- -------- ------ ------
INCOME BEFORE INCOME TAXES AND SUBSIDIARY
PREFERRED STOCK DIVIDENDS 0.3 (1.0) - 21.3
Income tax (expense) benefit (0.1) 0.5 - (6.8)
Dividends on UGI Utilities preferred
shares subject to
mandatory redemption - - - -
Equity in income of subsidiaries - - - -
-------- -------- ------ ------
NET INCOME 0.2 (0.5) - 14.5
Dividends on UGI Utilities preferred
shares subject to
mandatory redemption - - - -
-------- -------- ------ ------
NET INCOME AFTER DIVIDENDS ON
PREFERRED SHARES SUBJECT TO
MANDATORY REDEMPTION $ 0.2 $ (0.5) $ - $ 14.5
======== ======== ====== ========
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (ACCUMULATED DEFICIT)
FOR THE YEAR ENDED SEPTEMBER 30, 2003
(Unaudited)
(Millions of dollars)
Consolidated Eliminations Northfield Newbury UGI
UGI and UGI Holding Holding Utilities, AmeriGas,
Corp. Adjustments Corp. Company Company Inc. Inc.
----- ----------- ----- -------- ------- ---- ----
Balance at September 30, 2002 $ 39.7 $465.5 $ 39.7 $(185.3) $ - $107.3 $(346.0)
Net income (loss) 98.9 (100.2) 98.9 1.7 0.5 60.7 23.1
Dividends on Common Stock (47.7) 94.1 (47.7) - - (33.9) (44.7)
Merger of Northfield Holding Company
into Newbury Holding Company - (0.1) - 183.6 (183.5) - -
Dividends on UGI Utilities
preferred shares subject to
mandatory redemption - 1.2 - - - (1.2) -
Dividend of UGID common stock - 15.4 - - - (15.4) -
------ ------ ------ ------- ------- ------ -------
Balance at September 30, 2003 $ 90.9 $475.9 $ 90.9 $ - $(183.0) $117.5 $(367.6)
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United
UGI Valley Ashtola UGI
Properties, Insurance Production Enterprises,
Inc. Company Company Inc.
---- ------- ------- ----
Balance at September 30, 2002 $ (0.6) $ 2.3 $ (9.8) $ (33.4)
Net income (loss) 0.2 (0.5) - 14.5
Dividends on Common Stock (8.3) (0.1) - (7.1)
Merger of Northfield Holding Company
into Newbury Holding Company - - - -
Dividends on UGI Utilities
preferred shares subject to
mandatory redemption - - - -
Dividend of UGID common stock - - - -
------ ------ ------ -------
Balance at September 30, 2003 $ (8.7) $ 1.7 $ (9.8) $ (26.0)
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