<PAGE> 1
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 owns directly eight subsidiaries as
follows:
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 14 counties in eastern and southeastern
Pennsylvania, and (ii) an electric utility serving parts of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
UGI Development Company is a wholly owned subsidiary
of UGI Utilities, Inc. and is more fully described below in Section 4a.
UGID Holding Company, a Delaware corporation, is a
Delaware investment holding company and a wholly owned subsidiary of UGI
Development Company.
b. AmeriGas, Inc. is a Pennsylvania corporation which conducts
a propane distribution business from approximately 600 district locations in 46
states through AmeriGas Partners, L.P., a Delaware limited partnership (the
"Partnership"). Through its subsidiaries, AmeriGas, Inc. owns 58% of the
Partnership. AmeriGas Propane, Inc., a Pennsylvania
<PAGE> 2
corporation, is a wholly owned subsidiary of AmeriGas, Inc. and the sole general
partner of the Partnership and AmeriGas Propane, L.P., a Delaware limited
partnership, 98.9% owned by AmeriGas Partners, L.P. AmeriGas, Inc. is also the
parent company of Four Flags Drilling Company, Inc., an inactive Pennsylvania
corporation.
Four Flags Drilling Company, Inc. is the parent
company of Four Flags Holding Company, a Delaware investment holding company.
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., 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, and (ii) Petrolane
Offshore Ltd., an inactive Bermuda corporation.
c. UGI Enterprises, Inc. is a Pennsylvania corporation that is
a holding company with seventeen direct and indirect subsidiaries. It conducts
an electric energy marketing business under the trade name of POWERMARK, and a
gas marketing business under the trade name of GASMARK through its wholly owned
subsidiary, UGI Energy Services, Inc., a Pennsylvania corporation. UGI Power
Supply, Inc., also a Pennsylvania corporation, is an inactive wholly owned
subsidiary. Retail sales of hearth and patio products and services are conducted
through another wholly owned subsidiary, Hearth USA, Inc., a Delaware
corporation. Energy development partnerships in international markets are
pursued through the following wholly owned subsidiaries of UGI Enterprises, (i)
UGI International Enterprises, Inc., a Pennsylvania corporation, (ii) Eastfield
International Holdings, Inc., a Pennsylvania 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, and (ix) EuroGas
Holdings, Inc., a Delaware investment holding company.
Eastfield International Holdings, Inc. is a wholly
owned subsidiary of UGI Enterprises and the parent company of Eastfield
Beteilgungsgesellschaft m.b.H. ("Eastfield"), an Austrian limited liability
company. Eastfield owns 99% of FLAGA Beteilgungs Aktiengesellschaft ("FLAGA"),
an Austrian corporation which conducts a propane distribution business from
locations in Austria, the Czech Republic, and Slovokia. Eurogas Holdings, Inc.,
another wholly owned subsidiary of UGI Enterprises, owns 1% of FLAGA. FLAGA
conducts its distribution business by and through its wholly owned subsidiaries,
(i) FLAGA Energieversorgung GmbH, a German corporation, (ii) FLAGA Flussiggas
Vertriebsgesellschaft m.b.H., a German corporation,
-2-
<PAGE> 3
(iii) Flaga Plyn, spol. s r.o., a Czech Republic corporation, (iv) Flaga
Slovplyn, spol. s r.o., a Slovokia corporation, and (v) FLAGA Tech Trade
Gesellschaft m.b.H., an Austrian corporation.
Energy Services Holding Company, a Delaware
investment holding company, is a wholly owned subsidiary of UGI Energy Services,
Inc.
CFN Enterprises, Inc., a Delaware corporation, is a
wholly owned subsidiary of UGI Enterprises, Inc., and owns 60% of CFN Networks
LLC, a Delaware limited liability company engaged in the sale of liquefied
petroleum gas.
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, general, and workers' compensation liability insurance coverage
to UGI and certain of its subsidiaries.
g. Northfield Holding Company is a Delaware investment holding
company.
h. Vulcan Acquisition Corp. is an inactive Delaware
corporation.
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 that is a public utility company, UGI
Utilities, Inc., owns the following properties and related land rights used for
(1) the 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 14 county service area in eastern
and southeastern Pennsylvania to customers in communities which have granted a
franchise to provide gas service.
a. Transmission lines: 2,083 miles of transmission and
distribution lines and related facilities in portions of Luzerne and Wyoming
Counties in northeastern Pennsylvania.
-3-
<PAGE> 4
b. Electric distribution facilities: 23 substations,
transformers and associated distribution facilities located in the service area,
in addition to the distribution lines referred to above.
c. Approximately 4,400 miles of gas mains, related service
facilities and land rights, for the distribution of natural gas within the
service area.
d. Gas storage plants: peak shaving facilities in Harrisburg,
Reading and Bethlehem, Pennsylvania which produce propane air and have a design
capacity to manufacture up to 35,000 Mcf. of propane air per day and a liquefied
natural gas plant near Reading, Pennsylvania which has storage capacity of
270,000 Mcf. and is designed to add up to 25,000 Mcf. per day to the sendout
capacity.
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.
<TABLE>
<CAPTION>
None by UGI
UGI Utilities:
<S> <C> <C>
Retail 902,781,504 kwh.
Revenues
Sold at Retail 31,207,687 Mcf. $270,780,642
Transportation 46,658,993 62,963,825
---------- ------------
Total 77,866,680 Mcf. $333,744,467
</TABLE>
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 - See Attachment A.
NOTE: UGI Utilities' principal business is
the distribution of natural gas exclusively within the Commonwealth of
Pennsylvania. Incidental to its principal business,
-4-
<PAGE> 5
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
<TABLE>
<CAPTION>
<S> <C> <C>
UGI Utilities, Inc. - 273,029,000 kwh.
Cost
38,224,156 Mcf. $97,060,821
</TABLE>
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.
None by UGI.
UGI Utilities' wholly owned subsidiary UGI Development Company, located
at 400 Stewart Road in Wilkes-Barre Pennsylvania 18706-1495, is an EWG which
operates a 48 MegaWatt coal-fired steam electric generation station in Hunlock
Creek, Pennsylvania and owns a 1.11% interest in Conemaugh Station, a 1700
MegaWatt coal-fired steam electric generation facility located near Johnstown,
Pennsylvania.
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 Utilities, Inc.,
which owns 100% of UGI Development
Company.
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.
$10,605,113 Capital investment.
The Company has not made any direct or indirect
guarantee of the security of UGI Development Company and no UGI Development
Company creditor has recourse to the Company.
-5-
<PAGE> 6
d. Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
UGI Development Company capitalization as of 12/31/99
was $11,520,000 including $52,000 of common equity
existing prior to the formation of the EWG.
Earnings during the reporting period were $336,000.
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).
UGI Utilities purchases power from UGI Development
Company ("UGID") pursuant to UGID's market based rates tariff. UGID also has an
agreement with UGI Utilities permitting UGID to interconnect Hunlock Station to
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 administrative services agreements
under which the cost of the service is allocated to UGID.
The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 25th day of February, 2000.
UGI CORPORATION
By: /s/ Anthony J. Mendicino
----------------------------
Anthony J. Mendicino
Vice President - Finance and
Chief Financial Officer
CORPORATE SEAL
Attest:
/s/ Brendan P. Bovaird
- -------------------------
Brendan P. Bovaird
Corporate Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Brendan P. Bovaird
Corporate Secretary
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
-6-
<PAGE> 7
ATTACHMENT A
UGI UTILITIES, INC.
OFF SYSTEM SALES BY STATE (MCF)
1/1/99 - 12/31/99
<TABLE>
<CAPTION>
VOLUME REVENUE
<S> <C> <C>
Delaware 85,694 $214,102.44
Indiana 2,772 $5,783.24
Kentucky 184,694 $445,660.39
Louisiana 1,277,486 $2,737,111.60
Maryland 198,560 $506,109.77
North Carolina 2,386 $6,094.80
New Jersey 589,211 $1,489,294.68
New York 277,853 $706,661.62
Ohio 1,697,406 $3,532,268.77
Texas 9,662 $17,300.00
Virginia 197,955 $508,008.73
West Virginia 804,764 $1,930,456.34
------- ------------
TOTAL 5,328,443 $12,098,852.38
</TABLE>
<PAGE> 8
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of the claimant and its subsidiary companies as of the close of
such calendar 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.
Attached to this Form U-3A-2 as Exhibit B.
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 UTILITIES, INC.
|
UGI DEVELOPMENT COMPANY
|
UGID HOLDING COMPANY
-7-
<PAGE> 9
EXHIBIT A
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations Northfield Vulcan
UGI and UGI Holding Acquisition
Corp. Adjustments Corp. Company Corp.
----------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 40.5 $ - $ 0.4 $12.5 $0.5
Short-term investments 15.1 - - 9.9 -
Accounts receivable 102.9 (0.6) - 0.1 -
Accrued utility revenues 6.9 - - - -
Accounts receivable - intercompany - (1.3) - - -
Inventories 87.1 - - - -
Deferred income taxes 13.7 - 0.2 - -
Prepaid expenses and other current assets 24.7 (2.3) 0.3 - -
----------- ------------ ----------- ----------- -------------
Total current assets 290.9 (4.2) 0.9 22.5 0.5
INVESTMENTS IN SUBSIDIARIES - (271.3) 271.3 - -
PROPERTY, PLANT AND EQUIPMENT
Gross property, plant and equipment 1,599.0 - 0.4 - -
Less: Accumulated depreciation and amortization 514.9 - 0.3 - -
----------- ------------ ----------- ----------- -------------
Net property, plant and equipment 1,084.1 - 0.1 - -
OTHER ASSETS
Intangible assets 653.1 - - - -
Utility regulatory assets 61.1 - - - -
Other assets 46.7 (12.7) 2.2 4.9 -
----------- ------------ ----------- ----------- -------------
Total assets $2,135.9 $(288.2) $274.5 $27.4 $0.5
=========== ============ =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
United
UGI UGI Valley
Utilities, AmeriGas, Properties, Insurance
Inc. Inc. Inc. Company
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 11.1 $ 2.8 $ 0.5 $1.1
Short-term investments - - - 5.2
Accounts receivable 20.7 66.7 - 0.8
Accrued utility revenues 6.9 - - -
Accounts receivable - intercompany 1.2 - - 0.1
Inventories 28.0 54.2 - -
Deferred income taxes 3.0 9.9 - 0.4
Prepaid expenses and other current assets 6.3 19.1 0.1 -
----------- ----------- ----------- -----------
Total current assets 77.2 152.7 0.6 7.6
INVESTMENTS IN SUBSIDIARIES - - - -
PROPERTY, PLANT AND EQUIPMENT
Gross property, plant and equipment 826.8 680.7 10.3 -
Less: Accumulated depreciation and amortization 270.0 242.7 1.6 -
----------- ----------- ----------- -----------
Net property, plant and equipment 556.8 438.0 8.7 -
OTHER ASSETS
Intangible assets - 610.2 - -
Utility regulatory assets 61.1 - - -
Other assets 17.4 22.8 4.2 -
----------- ----------- ----------- -----------
Total assets $712.5 $1,223.7 $13.5 $7.6
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Ashtola UGI
Production Enterprises,
Company Inc.
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $0.1 $ 11.5
Short-term investments - -
Accounts receivable - 15.2
Accrued utility revenues - -
Accounts receivable - intercompany - -
Inventories - 4.9
Deferred income taxes - 0.2
Prepaid expenses and other current assets - 1.2
----------- -----------
Total current assets 0.1 33.0
INVESTMENTS IN SUBSIDIARIES - -
PROPERTY, PLANT AND EQUIPMENT
Gross property, plant and equipment - 80.8
Less: Accumulated depreciation and amortization - 0.3
----------- -----------
Net property, plant and equipment - 80.5
OTHER ASSETS
Intangible assets - 42.9
Utility regulatory assets - -
Other assets - 7.9
----------- -----------
Total assets $0.1 $164.3
=========== ===========
</TABLE>
<PAGE> 10
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations Northfield Vulcan
UGI and UGI Holding Acquisition
Corp. Adjustments Corp. Company Corp.
----------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 26.7 $ - $ - $ - $ -
Bank loans 121.0 - - - -
Accounts payable 100.6 (9.9) 10.4 - -
Accounts payable - intercompany - (1.3) 0.7 - -
Employee compensation and benefits accrued 34.4 - 1.4 - -
Dividends and interest accrued 44.1 - 10.2 - -
Income taxes accrued 0.6 1.3 (0.9) 0.1 -
Refunds and deposits 35.6 - - - -
Other current liabilities 39.3 (4.8) - - -
----------- ------------ ----------- ----------- -------------
Total current liabilities 402.3 (14.7) 21.8 0.1 -
DEBT AND OTHER LIABILITIES
Long-term debt 989.6 - - - -
Deferred income taxes 174.3 (2.2) 0.1 - -
Deferred investment tax credits 9.6 - - - -
Other noncurrent liabilities 81.0 - 3.4 - -
MINORITY INTEREST
Minority interest in AmeriGas Partners 209.9 - - - -
PREFERRED STOCK
UGI Utilities Series Preferred Stock Subject to
Mandatory Redemption 20.0 - - - -
COMMON STOCKHOLDERS' EQUITY
Common Stock - (60.4) - - -
Additional paid-in-capital 394.8 (550.8) 394.8 205.0 -
Retained earnings (accumulated deficit) (8.2) 340.4 (8.2) (177.7) 0.5
Comprehensive income 0.5 (0.5) 0.5 - -
Unearned compensation-restricted stock (1.7) - (1.7) - -
----------- ------------ ----------- ----------- -------------
385.4 (271.3) 385.4 27.3 0.5
Less: treasury stock, at cost 136.2 - 136.2 - -
----------- ------------ ----------- ----------- -------------
Total common stockholders' equity 249.2 (271.3) 249.2 27.3 0.5
----------- ------------ ----------- ----------- -------------
Total liabilities and stockholders' equity $ 2,135.9 $ (288.2) $ 274.5 $ 27.4 $ 0.5
=========== ============ =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
United
UGI UGI Valley
Utilities, AmeriGas, Properties, Insurance
Inc. Inc. Inc. Company
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 7.2 $ 17.4 $ 0.4 $ -
Bank loans 87.4 22.0 - -
Accounts payable 37.8 49.0 0.1 -
Accounts payable - intercompany - 0.4 - -
Employee compensation and benefits accrued 8.3 23.5 - -
Dividends and interest accrued 4.7 29.1 - -
Income taxes accrued 0.2 (0.7) - -
Refunds and deposits 6.2 23.2 - -
Other current liabilities 11.6 22.1 0.1 4.7
----------- ----------- ----------- -----------
Total current liabilities 163.4 186.0 0.6 4.7
DEBT AND OTHER LIABILITIES
Long-term debt 172.9 727.3 7.4 -
Deferred income taxes 112.3 55.0 0.1 -
Deferred investment tax credits 9.6 - - -
Other noncurrent liabilities 14.7 45.3 - -
MINORITY INTEREST
Minority interest in AmeriGas Partners - 209.8 - -
PREFERRED STOCK
UGI Utilities Series Preferred Stock Subject to
Mandatory Redemption 20.0 - - -
COMMON STOCKHOLDERS' EQUITY
Common Stock 60.3 - - 0.1
Additional paid-in-capital 68.6 240.7 5.1 0.4
Retained earnings (accumulated deficit) 90.7 (240.9) 0.3 2.4
Comprehensive income - 0.5 - -
Unearned compensation-restricted stock - - - -
----------- ----------- ----------- -----------
219.6 0.3 5.4 2.9
Less: treasury stock, at cost - - - -
----------- ----------- ----------- -----------
Total common stockholders' equity 219.6 0.3 5.4 2.9
----------- ----------- ----------- -----------
Total liabilities and stockholders' equity $ 712.5 $1,223.7 $ 13.5 $ 7.6
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Ashtola UGI
Production Enterprises,
Company Inc.
----------- -----------
<S> <C> <C>
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ - $ 1.7
Bank loans - 11.6
Accounts payable - 13.2
Accounts payable - intercompany - 0.2
Employee compensation and benefits accrued - 1.2
Dividends and interest accrued - 0.1
Income taxes accrued 0.5 0.1
Refunds and deposits - 6.2
Other current liabilities - 5.6
----------- -----------
Total current liabilities 0.5 39.9
DEBT AND OTHER LIABILITIES
Long-term debt - 82.0
Deferred income taxes - 9.0
Deferred investment tax credits - -
Other noncurrent liabilities - 17.6
MINORITY INTEREST
Minority interest in AmeriGas Partners - 0.1
PREFERRED STOCK
UGI Utilities Series Preferred Stock Subject to
Mandatory Redemption - -
COMMON STOCKHOLDERS' EQUITY
Common Stock - -
Additional paid-in-capital 9.9 21.1
Retained earnings (accumulated deficit) (10.3) (5.4)
Comprehensive income - -
Unearned compensation-restricted stock - -
----------- -----------
(0.4) 15.7
Less: treasury stock, at cost - -
----------- -----------
Total common stockholders' equity (0.4) 15.7
----------- -----------
Total liabilities and stockholders' equity $ 0.1 $ 164.3
=========== ===========
</TABLE>
<PAGE> 11
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 1999
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations Northfield Vulcan
UGI and UGI Holding Acquisition
Corp. Adjustments Corp. Company Corp.
----------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES
AmeriGas Propane $ 872.5 $ - $ - $ - $ -
UGI Utilities 420.6 - - - -
Energy Services and other 90.5 (2.4) - - -
----------- ------------ ----------- ----------- -------------
1,383.6 (2.4) - - -
COSTS AND EXPENSES
AmeriGas Propane cost of sales 390.8 - - - -
UGI Utilities - gas, fuel and purchased power 205.2 - - - -
Energy Services and other cost of sales 84.4 - - - -
Operating and administrative expenses 454.4 (12.8) 10.4 - -
Depreciation and amortization 89.7 - - - -
Other income, net (16.8) 10.4 (10.5) (5.5) (0.1)
----------- ------------ ----------- ----------- -------------
1,207.7 (2.4) (0.1) (5.5) (0.1)
----------- ------------ ----------- ----------- -------------
OPERATING INCOME 175.9 - 0.1 5.5 0.1
Merger Fee Income and Expenses, net 19.9 - - - 19.9
Interest expense (84.6) - - - -
Minority interest in AmeriGas Partners (10.7) - - - -
----------- ------------ ----------- ----------- -------------
INCOME BEFORE INCOME TAXES AND SUBSIDIARY
PREFERRED STOCK DIVIDENDS 100.5 - 0.1 5.5 20.0
Income taxes (43.2) - (0.3) (1.9) (7.0)
Dividends on UGI Utilities Series Preferred Stock (1.6) (1.6) - - -
Equity in income of subsidiaries - (55.9) 55.9 - -
----------- ------------ ----------- ----------- -------------
NET INCOME $ 55.7 (57.5) 55.7 3.6 13.0
===========
Dividends on preferred stock 1.6 - - -
------------ ----------- ----------- -------------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $(55.9) $ 55.7 $ 3.6 $ 13.0
============ =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
United
UGI UGI Valley
Utilities, AmeriGas, Properties, Insurance
Inc. Inc. Inc. Company
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
AmeriGas Propane $ - $ 872.5 $ - $ -
UGI Utilities 420.6 - - -
Energy Services and other - - 1.8 0.6
----------- ----------- ----------- -----------
420.6 872.5 1.8 0.6
COSTS AND EXPENSES
AmeriGas Propane cost of sales - 390.8 - -
UGI Utilities - gas, fuel and purchased power 205.2 - - -
Energy Services and other cost of sales - - - -
Operating and administrative expenses 116.9 328.9 0.7 1.0
Depreciation and amortization 23.0 66.2 0.4 -
Other income, net (5.1) (5.7) (0.1) (0.4)
----------- ----------- ----------- -----------
340.0 780.2 1.0 0.6
----------- ----------- ----------- -----------
OPERATING INCOME 80.6 92.3 0.8 -
Merger Fee Income and Expenses, net - - - -
Interest expense (17.5) (66.5) (0.6) -
Minority interest in AmeriGas Partners - (10.7) - -
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES AND SUBSIDIARY
PREFERRED STOCK DIVIDENDS 63.1 15.1 0.2 -
Income taxes (24.2) (10.8) (0.1) -
Dividends on UGI Utilities Series Preferred Stock - - - -
Equity in income of subsidiaries - - - -
----------- ----------- ----------- -----------
NET INCOME 38.9 4.3 0.1 -
Dividends on preferred stock (1.6) - - -
----------- ----------- ----------- -----------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $ 37.3 $ 4.3 $ 0.1 $ -
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Ashtola UGI
Production Enterprises,
Company Inc.
----------- -----------
<S> <C> <C>
REVENUES
AmeriGas Propane $- $ -
UGI Utilities - -
Energy Services and other - 90.5
----------- -----------
- 90.5
COSTS AND EXPENSES
AmeriGas Propane cost of sales - -
UGI Utilities - gas, fuel and purchased power - -
Energy Services and other cost of sales - 84.4
Operating and administrative expenses - 9.3
Depreciation and amortization - 0.1
Other income, net - 0.2
----------- -----------
- 94.0
----------- -----------
OPERATING INCOME - (3.5)
Merger Fee Income and Expenses, net - -
Interest expense - -
Minority interest in AmeriGas Partners - -
----------- -----------
INCOME BEFORE INCOME TAXES AND SUBSIDIARY
PREFERRED STOCK DIVIDENDS - (3.5)
Income taxes - 1.1
Dividends on UGI Utilities Series Preferred Stock - -
Equity in income of subsidiaries - -
----------- -----------
NET INCOME - (2.4)
Dividends on preferred stock - -
----------- -----------
NET INCOME AFTER DIVIDENDS ON PREFERRED STOCK $- $(2.4)
=========== ===========
</TABLE>
<PAGE> 12
UGI CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (ACCUMULATED DEFICIT)
FOR THE YEAR ENDED SEPTEMBER 30, 1999
(Unaudited)
(Millions of dollars)
<TABLE>
<CAPTION>
Consolidated Eliminations Northfield Vulcan
UGI and UGI Holding Acquisition
Corp. Adjustments Corp. Company Corp.
----------- ------------ ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1998 $(17.7) $116.7 $(17.7) $ 4.0 $ -
Net income 55.7 (57.5) 55.7 3.6 13.0
Dividends on Common Stock (45.8) 279.6 (45.8) (185.3) (12.5)
Common Stock issued (0.4) - (0.4) - -
Dividends on UGI Utilities Series Preferred Stock - 1.6 - - -
----------- ------------ ----------- ----------- -------------
Balance at September 30, 1999 $(8.2) $340.4 $(8.2) $(177.7) $ 0.5
=========== ============ =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
United
UGI UGI Valley
Utilities, AmeriGas, Properties, Insurance
Inc. Inc. Inc. Company
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at September 30, 1998 $82.4 $(197.6) $0.2 $2.4
Net income 38.9 4.3 0.1 -
Dividends on Common Stock (29.0) (47.6) - -
Common Stock issued - - - -
Dividends on UGI Utilities Series Preferred Stock (1.6) - - -
----------- ----------- ----------- -----------
Balance at September 30, 1999 $90.7 $(240.9) $0.3 $2.4
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Ashtola UGI
Production Enterprises,
Company Inc.
----------- -----------
<S> <C> <C>
Balance at September 30, 1998 $(10.3) $ 2.2
Net income - (2.4)
Dividends on Common Stock - (5.2)
Common Stock issued - -
Dividends on UGI Utilities Series Preferred Stock - -
----------- -----------
Balance at September 30, 1999 $(10.3) $(5.4)
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT OF UGI CORPORATION AND
SUBSIDIARIES AS OF AND FOR THE YEAR ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN UGI
CORPORATION'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> SEP-30-1999
<CASH> 40,500
<SECURITIES> 15,100
<RECEIVABLES> 110,900
<ALLOWANCES> 8,000
<INVENTORY> 87,100
<CURRENT-ASSETS> 290,900
<PP&E> 1,599,000
<DEPRECIATION> 514,900
<TOTAL-ASSETS> 2,135,900
<CURRENT-LIABILITIES> 402,300
<BONDS> 989,600
20,000
0
<COMMON> 394,800
<OTHER-SE> (145,600)
<TOTAL-LIABILITY-AND-EQUITY> 2,135,900
<SALES> 1,383,600
<TOTAL-REVENUES> 1,383,600
<CGS> 680,400
<TOTAL-COSTS> 680,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 7,800
<INTEREST-EXPENSE> 84,600
<INCOME-PRETAX> 100,500
<INCOME-TAX> 43,200
<INCOME-CONTINUING> 55,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,700
<EPS-BASIC> 1.74
<EPS-DILUTED> 1.74
</TABLE>
