-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JlbLmE1wKqTrLcOYAB3l2BrUIt3O4EW+jFNDwPheLQS29JKg67RiUE+kxBkWg3fr 2Gbc4p9W2bHP69anh2C9eA== 0000893220-05-001511.txt : 20050628 0000893220-05-001511.hdr.sgml : 20050628 20050628162230 ACCESSION NUMBER: 0000893220-05-001511 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UGI CORP /PA/ CENTRAL INDEX KEY: 0000884614 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 232668356 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11071 FILM NUMBER: 05921096 BUSINESS ADDRESS: STREET 1: 460 N GULPH RD STREET 2: P O BOX 858 CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 BUSINESS PHONE: 6103371000 MAIL ADDRESS: STREET 1: 460 NORTH GULPH ROAD CITY: KING OF PRUSSIA STATE: PA ZIP: 19406 FORMER COMPANY: FORMER CONFORMED NAME: NEW UGI CORP DATE OF NAME CHANGE: 19600201 10-K/A 1 w10347e10vkza.txt FORM 10-K/A UGI CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 Commission file number 1-11071 UGI CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PENNSYLVANIA 23-2668356 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 460 NORTH GULPH ROAD, KING OF PRUSSIA, PA 19406 (ADDRESS OF PRINCIPAL OFFICES) (ZIP CODE) (610) 337-1000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF CLASS ON WHICH REGISTERED - ------------------------------- --------------------------------- Common Stock, without par value New York Stock Exchange, Inc. Philadelphia Stock Exchange, Inc. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE The undersigned registrant hereby amends Item 15 of its Annual Report on Form 10-K for the fiscal year ended September 30, 2004 to include the financial statements required by Form 11-K with respect to the UGI HVAC Enterprises, Inc. Savings Plan, the UGI Utilities, Inc. Savings Plan and the AmeriGas Propane, Inc. Savings Plan, as set forth in Exhibit No. 99.1. PART IV: ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) DOCUMENTS FILED AS PART OF THIS REPORT: (1) and (2) The financial statements and financial statement schedules incorporated by reference or included in this report are listed in the accompanying Index to Financial Statements and Financial Statement Schedules set forth on pages F-2 through F-3 of this report, which is incorporated herein by reference. (3) LIST OF EXHIBITS: The exhibits filed as part of this report are as follows (exhibits incorporated by reference are set forth with the name of the registrant, the type of report and registration number or last date of the period for which it was filed, and the exhibit number in such filing): INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 3.1 (Second) Amended and Restated Articles of Incorporation UGI Amendment No. 1 on 3.(3)(a) of the Company Form 8 to Form 8-B (4/10/92) 3.2 Bylaws of UGI as amended through September 28, 2004 UGI Form 8-K (9/28/04) 3.2 4 Instruments defining the rights of security holders, including indentures. (The Company agrees to furnish to the Commission upon request a copy of any instrument defining the rights of holders of long-term debt not required to be filed pursuant to Item 601(b)(4) of Regulation S-K)
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 4.1 Rights Agreement, as amended as of August 18, 2000, UGI Registration 4.3 between the Company and Mellon Bank, N.A., successor to Statement No. Mellon Bank (East) N.A., as Rights Agent, and 333-49080 Assumption Agreement dated April 7, 1992 4.2 The description of the Company's Common Stock contained UGI Form 8-B/A 3.(4) in the Company's registration statement filed under the (4/17/96) Securities Exchange Act of 1934, as amended 4.3 UGI's (Second) Amended and Restated Articles of Incorporation and Bylaws referred to in 3.1 and 3.2 above 4.4 Note Agreement dated as of April 12, 1995 among The AmeriGas Form 10-Q 10.8 Prudential Insurance Company of America, Metropolitan Partners, L.P. (3/31/95) Life Insurance Company, and certain other institutional investors and AmeriGas Propane, L.P., New AmeriGas Propane, Inc. and Petrolane Incorporated 4.5 First Amendment dated as of September 12, 1997 to Note AmeriGas Form 10-K 4.5 Agreement dated as of April 12, 1995 ("1995 Note Partners, L.P. (9/30/97) Agreement") 4.6 Second Amendment dated as of September 15, 1998 to 1995 AmeriGas Form 10-K 4.6 Note Agreement Partners, L.P. (9/30/98) 4.7 Third Amendment dated as of March 23, 1999 to 1995 Note AmeriGas Form 10-Q 10.2 Agreement Partners, L.P. (3/31/99) 4.8 Fourth Amendment dated as of March 16, 2000 to 1995 AmeriGas Form 10-Q 10.2 Note Agreement Partners, L.P. (6/30/00) 4.9 Fifth Amendment dated as of August 1, 2001 to 1995 Note AmeriGas Form 10-K 4.8 Agreement Partners, L.P. (9/30/01) 4.10 Second Amended and Restated Agreement of Limited AmeriGas Form 8-K 3.1 Partnership of AmeriGas Partners, L.P. dated as of Partners, L.P. (12/1/04) December 1, 2004 4.11 Second Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.1(a) Partnership of AmeriGas Propane, L.P. dated as of Partners, L.P. (9/30/04) December 1, 2004
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------------ -------------- ------------------ -------- 4.12 Amended and Restated Agreement of Limited Partnership AmeriGas Form 10-K 3.8 of AmeriGas Eagle Propane, L.P. dated July 19, 1999 Partners, L.P. (9/30/01) 10.1 Service Agreement (Rate FSS) dated as of November 1, UGI Form 10-K 10.5 1989 between Utilities and Columbia, as modified (9/30/95) pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC (Paragraph)61,060 (1993), order on rehearing, 64 FERC (Paragraph)61,365 (1993) *10.2** UGI Corporation 2004 Omnibus Equity Compensation Plan Directors Stock Unit Grant Letter dated as of January 8, 2004 *10.3** UGI Corporation 2004 Omnibus Equity Compensation Plan Directors Nonqualified Stock Option Grant Letter dated as of January 8, 2004 *10.4** UGI Corporation 2004 Omnibus Equity Compensation Plan Utilities Employees Performance Unit Grant Letter dated as of January 1, 2004 *10.5** UGI Corporation 2004 Omnibus Equity Compensation Plan UGI Employees Stock Unit Grant Letter dated as of January 1, 2004 10.6** UGI Corporation Directors Deferred Compensation Plan UGI Form 10-K 10.6 Amended and Restated as of January 1, 2000 (9/30/00) *10.7** UGI Corporation 2004 Omnibus Equity Compensation Plan UGI Employees Performance Unit Grant Letter dated as of January 1, 2004 10.8** UGI Corporation Annual Bonus Plan dated March 8, 1996 UGI Form 10-Q 10.4 (6/30/96) *10.9** UGI Corporation 2004 Omnibus Equity Compensation Plan AmeriGas Employees Nonqualified Stock Option Grant Letter dated as of January 1, 2004
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.10** UGI Corporation 1997 Stock Option and Dividend UGI Form 10-Q 10.4 Equivalent Plan Amended and Restated as of April 29, (3/31/03) 2003 10.11** UGI Corporation 1992 Directors' Stock Plan Amended and UGI Form 10-Q 10.2 Restated as of April 29, 2003 (3/31/03) *10.12** UGI Corporation Senior Executive Employee Severance Pay Plan as amended December 7, 2004 10.12(a)** AmeriGas Propane, Inc. Executive Employee Severance Pay AmeriGas Form 10-K 10.4 Plan, as amended December 6, 2004. Partners, L.P. (9/30/04) 10.13** UGI Corporation 2000 Directors' Stock Option Plan UGI Form 10-Q 10.1 Amended and Restated as of April 29, 2003 (3/31/03) 10.14** UGI Corporation 2000 Stock Incentive Plan Amended and UGI Form 10-Q 10.5 Restated as of April 29, 2003 (3/31/03) 10.15** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16 (9/30/97) 10.16** UGI Corporation Supplemental Executive Retirement Plan UGI Form 10-Q 10 Amended and Restated effective October 1, 1996 (6/30/98) *10.17** UGI Corporation 2004 Omnibus Equity Compensation Plan, as amended December 7, 2004 10.18 Credit Agreement dated as of August 28, 2003 among AmeriGas Form 10-K 10.1 AmeriGas Propane, L.P., AmeriGas Propane, Inc., Partners, L.P. (9/30/03) Petrolane Incorporated, Wachovia Bank, National Association, as Agent, Issuing Bank and Swing Line Bank, and certain banks. 10.19 Amendment No. 1 dated as of August 30, 2004, to the AmeriGas Form 8-K 10.1 Credit Agreement dated as of August 28, 2003 among Partners, L.P. (8/30/04) AmeriGas Propane, L.P., AmeriGas Propane, Inc., Petrolane Incorporated, Citicorp USA, Inc., Credit Suisse First Boston, Wachovia Bank, National Association, as Agent, Issuing Bank and Swing Line Bank, and certain financial institutions named party thereto.
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.20 Partnership Agreement of Hunlock Creek Energy Ventures Utilities Form 10-K 10.24 dated December 8, 2001 by and between UGI Hunlock (9/30/01) Development Company and Allegheny Energy Supply Hunlock Creek LLC 10.21 Amendment No. 1 to Partnership Agreement of Hunlock UGI Form 10-K 10.21 Creek Energy Ventures, dated June 26, 2003, by and (9/30/03) between UGI Hunlock Development Company and Allegheny Energy Supply Hunlock Creek, LLC 10.22 Notice of appointment of Wachovia Bank, National AmeriGas Form 10-K 10.6 Association as collateral Agent effective as of August Partners, L.P. (9/30/03) 28, 2003, pursuant to Intercreditor and Agency Agreement dated as of April 19, 1995 10.23 Intercreditor and Agency Agreement dated as of April AmeriGas Form 10-Q 10.2 19, 1995 among AmeriGas Propane, Inc., Petrolane Partners, L.P. (3/31/95) Incorporated, AmeriGas Propane, L.P., Bank of America National Trust and Savings Association ("Bank of America") as Agent, Mellon Bank, N.A. as Cash Collateral Sub-Agent, Bank of America as Collateral Agent and certain creditors of AmeriGas Propane, L.P. 10.23(a) First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.8 Intercreditor and Agency Agreement dated as of April Partners, L.P. (9/30/01) 19, 1995 10.24 General Security Agreement dated as of April 19, 1995 AmeriGas Form 10-Q 10.3 among AmeriGas Propane, L.P., Bank of America National Partners, L.P. (3/31/95) Trust and Savings Association and Mellon Bank, N.A. 10.24(a) First Amendment dated as of July 31, 2001 to General AmeriGas Form 10-K 10.10 Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/01) 10.24(b) Second Amendment dated as of October 14, 2004 to AmeriGas Form 10-K 10.10(a) General Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/04)
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.25 Subsidiary Security Agreement dated as of April 19, AmeriGas Form 10-Q 10.4 1995 among AmeriGas Propane, L.P., Bank of America Partners, L.P. (3/31/95) National Trust and Savings Association as Collateral Agent and Mellon Bank, N.A. as Cash Collateral Agent 10.25(a) First Amendment dated as of July 31, 2001 to Subsidiary AmeriGas Form 10-K 10.12 Security Agreement dated as of April 19, 1995 Partners, L.P. (9/30/01) 10.25(b) Second Amendment dated as of October 14, 2004 to AmeriGas Form 10-K 10.12(a) Subsidiary Security Agreement dated as of April 19, Partners, L.P. (9/30/04) 1995 10.26 Restricted Subsidiary Guarantee dated as of April 19, AmeriGas Form 10-Q 10.5 1995 by AmeriGas Propane, L.P. for the benefit of Bank Partners, L.P. (3/31/95) of America National Trust and Savings Association, as Collateral Agent 10.27 Trademark License Agreement dated April 19, 1995 among AmeriGas Form 10-Q 10.6 UGI Corporation, AmeriGas, Inc., AmeriGas Propane, Partners, L.P. (3/31/95) Inc., AmeriGas Partners, L.P. and AmeriGas Propane, L.P. 10.28 Trademark License Agreement, dated April 19, 1995 among AmeriGas Form 10-Q 10.7 AmeriGas Propane, Inc., AmeriGas Partners, L.P. and Partners, L.P. (3/31/95) AmeriGas Propane, L.P. 10.29 Stock Purchase Agreement dated May 27, 1989, as amended Petrolane Registration 10.16(a) and restated July 31, 1989, between Texas Eastern Incorporated/ Statement No. Corporation and QFB Partners AmeriGas, Inc. 33-69450 10.30 Pledge Agreement dated September 1999 between Eastfield UGI Form 10-K 10.28 International Holdings, Inc. and Raiffeisen Zentralbank (9/30/99) Osterreich Aktiengesellschaft ("RZB") 10.31 Pledge Agreement dated September 1999 between EuroGas UGI Form 10-K 10.29 Holdings, Inc. and RZB (9/30/99) 10.32 Form of Guarantee Agreement dated September 1999 UGI Form 10-K 10.30 between UGI Corporation and RZB relating to loan amount (9/30/99) of EURO 74 million
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.33 Form of Guarantee Agreement dated September 2000 UGI Form 10-K 10.33 between UGI Corporation and RZB relating to loan amount (9/30/00) of EURO 14.9 million 10.34 Form of Guarantee Agreement dated September 2000 UGI Form 10-K 10.34 between UGI Corporation and RZB relating to loan amount (9/30/00) of EURO 9 million 10.34(a) Amendments dated October 11, 2001 to September 1999 UGI Form 10-K 10.34(a) Guarantee Agreements between UGI Corporation and RZB (9/30/02) 10.35** Description of Change of Control arrangements for UGI Form 10-K 10.33 Messrs. Greenberg, Cuzzolina, Hall, Knauss and (9/30/99) Mendicino *10.36** UGI Corporation 2004 Omnibus Equity Compensation Plan UGI Employees Nonqualified Stock Option Grant Letter dated as of January 1, 2004 *10.36(a)** UGI Corporation 2004 Omnibus Equity Compensation Plan UGI Utilities Employees Nonqualified Stock Option Grant Letter dated as of January 1, 2004 10.37** Description of Change of Control arrangement for Mr. AmeriGas Form 10-K 10.31 Bissell Partners, L.P. (9/30/99) 10.38** 2002 Non-Qualified Stock Option Plan Amended and UGI Form 10-Q 10.7 Restated as of April 29, 2003 (3/31/03) 10.39** 1992 Non-Qualified Stock Option Plan Amended and UGI Form 10-Q 10.6 Restated as of April 29, 2003 (3/31/03) 10.40 [Intentionally omitted] 10.41 Service Agreement for comprehensive delivery service UGI Form 10-K 10.41 (Rate CDS) dated February 23, 1999 between UGI (9/30/00) Utilities, Inc. and Texas Eastern Transmission Corporation
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.42 Purchase Agreement dated January 30, 2001 and Amended AmeriGas Form 8-K 10.1 and Restated on August 7, 2001 by and among Columbia Partners, L.P. (8/8/01) Energy Group, Columbia Propane Corporation, Columbia Propane, L.P., CP Holdings, Inc., AmeriGas Propane, L.P., AmeriGas Partners, L.P., and AmeriGas Propane, Inc. *10.43** UGI Corporation 2004 Omnibus Equity Compensation Plan, Sub-Plan for French Employees Stock Option Grant Letter dated as of 2004 10.44 Agreement by Petrolane Incorporated and certain of its Petrolane Form 10-K 10.13 subsidiaries party thereto ("Subsidiaries") for the Incorporated (9/23/94) Sale of the Subsidiaries' Inventory and Assets to the Goodyear Tire & Rubber Company and D.C.H., Inc., as Purchaser, dated as of December 18, 1985 10.45 Purchase Agreement by and among Columbia Propane, L.P., National Form 8-K 10.5 CP Holdings, Inc., Columbia Propane Corporation, Propane (4/19/99) National Propane Partners, L.P., National Propane Partners, L.P. Corporation, National Propane SPG, Inc., and Triarc Companies, Inc. dated as of April 5, 1999 10.46 Capital Contribution Agreement dated as of August 21, AmeriGas Form 8-K 10.2 2001 by and between Columbia Propane, L.P. and AmeriGas Partners, L.P. (8/21/01) Propane, L.P. acknowledged and agreed to by CP Holdings, Inc. 10.47 Promissory Note by National Propane L.P., a Delaware AmeriGas Form 10-K 10.39 limited partnership in favor of Columbia Propane Partners, L.P. (9/30/01) Corporation dated July 19, 1999 10.48 Loan Agreement dated July 19, 1999, between National AmeriGas Form 10-K 10.40 Propane, L.P. and Columbia Propane Corporation Partners, L.P. (9/30/01) 10.49 First Amendment dated August 21, 2001 to Loan Agreement AmeriGas Form 10-K 10.41 dated July 19, 1999 between National Propane, L.P. and Partners, L.P. (9/30/01) Columbia Propane Corporation
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------------------- -------------- ------------------ -------- 10.50 Columbia Energy Group Payment Guaranty dated April 5, AmeriGas Form 10-K 10.42 1999 Partners, L.P. (9/30/01) 10.51 Keep Well Agreement by and between AmeriGas Propane, AmeriGas Form 10-K 10.46 L.P. and Columbia Propane Corporation dated August 21, Partners, L.P. (9/30/01) 2001 10.52** AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan on AmeriGas Form 10-Q 10.2 Behalf of AmeriGas Partners, L.P., as amended December Partners, L.P. (6/30/04) 15, 2003. 10.53 Storage Transportation Service Agreement (Rate Schedule Utilities Form 10-K 10.25 SST) between Utilities and Columbia dated November 1, (9/30/02) 1993, as modified pursuant to orders of the Federal Energy Regulatory Commission 10.54 Gas Service Delivery and Supply Agreement between Utilities Form 10-K 10.32 Utilities and UGI Energy Services, Inc. dated August (9/30/04) 26, 2004 10.55 No-Notice Transportation Service Agreement (Rate Utilities Form 10-K 10.27 Schedule CDS) between Utilities and Texas Eastern (9/30/02) Transmission dated February 23, 1999, as modified pursuant to various orders of the Federal Energy Regulatory Commission 10.56 No-Notice Transportation Service Agreement (Rate Utilities Form 10-K 10.28 Schedule CDS) between Utilities and Texas Eastern (9/30/02) Transmission dated October 31, 2000, as modified pursuant to various orders of the Federal Energy Regulatory Commission 10.57 Firm Transportation Service Agreement (Rate Schedule Utilities Form 10-K 10.29 FT-1) between Utilities and Texas Eastern Transmission (9/30/02) dated June 15, 1999, as modified pursuant to various orders of the Federal Energy Regulatory Commission
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------- ---------- --------- ---------- 10.58 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.26 the Service Agreement (Rate FSS) dated as (9/30/04) of November 1, 1989 between Utilities and Columbia, as modified pursuant to the orders of the Federal Energy Regulatory Commission at Docket No. RS92-5-000 reported at Columbia Gas Transmission Corp., 64 FERC (Paragraph)61,060 (1993), order on rehearing, 64 FERC (Paragraph) 61,365 (1993) 10.59 Firm Transportation Service Agreement Utilities Form 10-K 10.31 (Rate Schedule FT) between Utilities and (9/30/02) Transcontinental Gas Pipe Line dated October 1, 1996, as modified pursuant to various orders of the Federal Energy Regulatory Commission 10.60 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.30 the No-Notice Transportation Service (9/30/04) Agreement (Rate Schedule CDS) between Utilities and Texas Eastern Transmission dated February 23, 1999, as modified pursuant to various orders of the Federal Energy Regulatory Commission 10.61 Amendment No. 1 dated November 1, 2004, to Utilities Form 10-K 10.33 the Firm Transportation Service Agreement (9/30/04) (Rate Schedule FT-1) between Utilities and Texas Eastern Transmission dated June 15, 1999, as modified pursuant to various orders of the Federal Energy Regulatory Commission 10.62 Firm Transportation Service Agreement Utilities Form 10-K 10.34 (Rate Schedule FTS) between Utilities and (9/30/04) Columbia Gas Transmission dated November, 1, 2004 10.63 Amendment Agreement dated June 18, 2004, UGI Form 10-Q 10.5 relating to the Senior Facilities (6/30/04) Agreement dated June 26, 2003, as Amended and Restated, between AGZ Holding, as Parent, Antargaz, the Senior Lenders, (as defined therein) and Calyon, as Mandated Lead Arranger, Facility Agent and Security Agent.
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------ -------------- --------- --------- 10.64 Creditor Accession Agreement dated June UGI Form 10-Q 10.6 18, 2004, between UGI Bordeaux Holding, as (6/30/04) the New Investor, and Calyon, as Security Agent. 10.65 Letter of Undertakings dated June 18, UGI Form 10-Q 10.7 2004, by UGI Bordeaux Holding to AGZ (6/30/04) Holding, the Parent of Antargaz, and Calyon, the Facility Agent, acting on behalf of the Lenders, (as defined within the Senior Facilities Agreement). 10.66 Tax Consolidation Agreement, dated June UGI Form 10-Q 10.8 18, 2004, entered into by UGI Bordeaux (6/30/04) Holding and its Subsidiaries named therein. 10.67** AmeriGas Propane, Inc. Executive Employee AmeriGas Form 10-K 10.4 Severance Pay Plan, as amended December 6, Partners, L.P. (9/30/04) 2004. 10.68 Senior Facilities Agreement dated June 26, UGI Form 10-Q 10.1 2003 as Amended and Restated July 2, 2003, (3/31/04) between AGZ Holding and Antargaz, Credit Lyonnais, as Mandated Lead Arranger, Facility Agent and Security Agent, and the Financial Institutions named therein. 10.69 Form of Amendment Agreement dated January UGI Form 10-Q 10.1(a) 15, 2004 to Senior Facilities Agreement, (3/31/04) as Amended and Restated July 2, 2003. 10.70 Pledge of Financial Instruments Account UGI Form 10-Q 10.2 relating to Financial Instruments held by (3/31/04) AGZ Holding in Antargaz, dated July 7, 2003, between AGZ Holding, as Pledgor, and Credit Lyonnais, as Security Agent, and the Senior Lenders. 10.71 Pledge of Financial Instruments Accounts UGI Form 10-Q 10.3 relating to Financial Instruments held by (3/31/04) Antargaz in certain subsidiary companies, dated July 7, 2003, between Antargaz, as Pledgor, and Credit Lyonnais, as Security Agent, and the Revolving Lenders.
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT - ----------- ------------------------------------------ -------------- --------- --------- 10.72 Intercreditor Agreement, dated July 7, UGI Form 10-Q 10.4 2003, between AGZ Holding, Antargaz, AGZ (3/31/04) Finance, the Senior Lenders (as defined therein), the Investors (as defined therein), and Credit Lyonnais, as Facility Agent for the Senior Lenders and as Security Agent. 10.73 Seller's Guarantee dated February 16, 2001 UGI Form 10-Q 10.5 among Elf Antar France, Elf Aquitaine and (3/31/04) AGZ Holding. *13 Pages 13 through 55 of the 2004 Annual Report to Shareholders 14 Code of Ethics for principal executive, UGI Form 10-K 14 financial and accounting officers (9/30/03) *21 Subsidiaries of the Registrant *23 Consent of PricewaterhouseCoopers LLP ***23.1 Consent of Cogen Sklar LLP *31.1 Certification by the Chief Executive Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ***31.1(a) Certification by the Chief Executive Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 *31.2 Certification by the Chief Financial Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ***31.2(a) Certification by the Chief Financial Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32 Certification by the Chief Executive Officer and the Chief Financial Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***99.1 Financial Statements and Supplemental Schedule of UGI HVAC Enterprises, Inc. Savings Plan, AmeriGas Propane, Inc. Savings Plan and UGI Utilities, Inc. Savings Plan for the year ended December 31, 2004
* Filed with Annual Report on Form 10-K for fiscal year 2004 filed on December 14, 2004. ** As required by Item 14(a)(3), this exhibit is identified as a compensatory plan or arrangement. *** Filed herewith. -13- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. UGI CORPORATION Date: June 28, 2005 By: /s/ Anthony J. Mendicino ------------------------------------- Anthony J. Mendicino Senior Vice President - Finance and Chief Financial Officer -14- EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 23.1 Consent of Cogen Sklar LLP 31.1(a) Certification by the Chief Executive Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2(a) Certification by the Chief Financial Officer relating to the Registrant's Report on Form 10-K for the fiscal year ended September 30, 2004 as amended by Amendment No. 1 on Form 10-K/A pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 99.1 Financial Statements and Supplemental Schedule of UGI HVAC Enterprises, Inc. Savings Plan, AmeriGas Propane, Inc. Savings Plan and UGI Utilities, Inc. Savings Plan for the year ended December 31, 2004
EX-23.1 2 w10347exv23w1.txt CONSENT OF COGEN SKLAR LLP RE: FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 33-78776 and 333-42296) and Form S-8 (File Nos. 33-47319, 33-61722, 333-22305, 333-49080, 333-104938 and 333-118147) of UGI Corporation of our report dated June 21, 2005 relating to the financial statements and supplemental schedule of UGI Utilities, Inc. Savings Plan, our report dated June 21, 2005 relating to the financial statements and supplemental schedule of AmeriGas Propane, Inc. Savings Plan, and our report dated June 21, 2005 relating to the financial statements and supplemental schedule of UGI HVAC Enterprises, Inc. Savings Plan, which appear in this Form 10-K/A. COGEN SKLAR LLP Bala Cynwyd, Pennsylvania June 28, 2005 EX-31.1(A) 3 w10347exv31w1xay.txt CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER EXHIBIT 31.1(a) CERTIFICATIONS I, Lon R. Greenberg, certify that: 1. I have reviewed this Amendment No.1 on Form 10-K/A to the annual report on Form 10-K for the fiscal year ended September 30, 2004 (as amended, the "annual report") of UGI Corporation; and 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 28, 2005 /s/ Lon R. Greenberg ------------------------------ Lon R. Greenberg Chairman and Chief Executive Officer of UGI Corporation EX-31.2(A) 4 w10347exv31w2xay.txt CERTIFICATION BY THE CHIEF FINANCIAL OFFICER EXHIBIT 31.2(a) I, Anthony J. Mendicino, certify that: 1. I have reviewed this Amendment No.1 on Form 10-K/A to the annual report on Form 10-K for the fiscal year ended September 30, 2004 (as amended, the "annual report") of UGI Corporation; and 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report. Date: June 28, 2005 /s/ Anthony J. Mendicino ----------------------------------------- Anthony J. Mendicino Senior Vice President - Finance and Chief Financial Officer of UGI Corporation EX-99.1 5 w10347exv99w1.txt FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE OF UGI HVAC ENTERPRISES, INC. EXHIBIT 99.1 UGI HVAC ENTERPRISES, INC. SAVINGS PLAN EIN # 51-0375688 PLAN NUMBER 001 FINANCIAL STATEMENTS for the years ended December 31, 2004 and 2003 UGI HVAC ENTERPRISES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) ------- Report of Independent Registered Public Accounting Firm 2 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2004 and 2003 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2004 and 2003 4 Notes to Financial Statements 5 to 16 Item 4(i) - Schedule of Assets (Held at End of Year) 17 to 18
All other schedules to be filed with the Department of Labor in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and have been omitted. -1- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Plan Administrator of UGI HVAC Enterprises, Inc. Savings Plan We have audited the accompanying statements of net assets available for benefits of UGI HVAC Enterprises, Inc. Savings Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of UGI HVAC Enterprises, Inc. Savings Plan as of December 31, 2004 and 2003, and changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Cogen Sklar LLP Bala Cynwyd, Pennsylvania June 21, 2005 UGI HVAC ENTERPRISES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 2004 2003 ----------- ----------- Investments (Note 3) $ 9,372,253 $ 7,580,700 Loans to participants 273,959 186,402 Receivables: Participants' contributions receivable 116,009 91,460 Employers' contributions receivable 34,985 30,630 ----------- ----------- Net assets available for benefits $ 9,797,206 $ 7,889,192 =========== ===========
See accompanying notes to financial statements. -3- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------- 2004 2003 ----------- ---------- Participants' contributions $ 1,075,751 $ 951,216 Employers' contributions 325,128 296,475 Rollover contributions 227,926 378,312 Transfers of participant balances 11,066 - Investment income: Dividends 223,622 109,466 Net appreciation in value of investments 675,152 1,366,158 Distributions to participants (640,067) (286,053) Loan administration fees (2,513) (1,733) Other, primarily interest on loans 11,949 13,462 ----------- ---------- Net increase 1,908,014 2,827,303 Net assets available for benefits - beginning of year 7,889,192 5,061,889 ----------- ---------- Net assets available for benefits - end of year $ 9,797,206 $7,889,192 =========== ==========
See accompanying notes to financial statements. -4- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the UGI HVAC Enterprises, Inc. Savings Plan (the "Plan") provides general information on the provisions of the Plan in effect on December 31, 2004 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan, which covers employees of UGI HVAC Enterprises, Inc. (the "Company") and certain affiliated companies (collectively, "the Employers"). The Company is a wholly owned subsidiary of UGI Enterprises, Inc. ("Enterprises"). Enterprises is a wholly owned subsidiary of UGI Corporation ("UGI"). Employees of the Employers are eligible upon hire to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is administered by the UGI Enterprises, Inc. Retirement Committee ("Plan Administrator") whose members are appointed by the Board of Directors of the Company. CONTRIBUTIONS. A participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. In addition, a participant may elect to contribute to the Plan on an after-tax basis through payroll deduction an amount equal to from 1% to 15%, in whole percentages, of eligible compensation, provided that the combination of before-tax and after-tax contributions does not exceed 50% of eligible compensation. Calendar year before-tax and after-tax contribution amounts are subject to limits prescribed by the Internal Revenue Code ("IRC") and the Plan, respectively. For the 2004 and 2003 Plan Years, the IRC before-tax contribution limits were $13,000 and $12,000, respectively. After-tax contributions are subject to limits set by the Plan and Section 402(g) of the IRC. A participant may increase the rate of, or reduce or suspend, his or her before-tax or after-tax contributions four times per year by contacting the Plan's record keeper, Fidelity Institutional Retirement Services Company ("FIRSCO"). The plan allows for "catch-up contributions." The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRS and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contribution for the 2004 and 2003 Plan Years was $3,000 and $2,000, respectively, which amount shall increase $1,000 per year through 2006. Catch-up contributions are not eligible for the Employers' matching contribution (as described below). During 2003, the Company acquired Devault Refrigeration Services, Inc. Plan participants who were enrolled in the Devault Refrigeration Services, Inc. 401-K Profit Sharing Plan and Trust and became eligible to participate in the UGI HVAC Enterprises, Inc. Plan were permitted to rollover their before-tax account balances into the Plan. Before-tax balances include before-tax contributions, company match, any before-tax monies previously rolled into the Devault 401-K -5- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Profit Sharing Plan and Trust, and investment earnings on all contributions, including earnings on after-tax contributions. The Plan also accepts on behalf of any employee (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a "rollover" individual retirement plan described in section 408 of the IRC, but only if the deposit qualifies as a tax-free rollover as defined in section 402 or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Plan accepts after-tax rollover contributions. For each month during a Plan year, the Employers may, at their discretion, make a contribution to the Plan equal to 50% of participant before-tax and after-tax contributions, up to a total of 5% of compensation (as defined in the Plan document) for each participant who has made before-tax and/or after-tax contributions during the month. The Employers' contributions for the years ended December 31, 2004 and 2003 were invested in accordance with participant investment elections in effect on the dates of the contributions. A participant is immediately fully vested in the portion of his or her account attributable to participant contributions as well as matching contributions made by the Employers. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more investment funds. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. Fidelity Management Trust Company is the Plan's Trustee for all investment assets of the Plan and qualifies as a party in interest. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research Company ("FMR"). Following are brief descriptions of the investment options available to participants and the strategies and objectives of each fund. Money Market Fund - - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund that invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse repurchase agreements. The fund's objective is to provide as high a level of current income as is consistent with the preservation of capital and liquidity. -6- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Managed Income Fund - - Fidelity Managed Income Portfolio II Fund This fund is an unaffiliated commingled pool whose investments principally comprise investment contracts issued by insurance companies and financial institutions and certain types of fixed income securities. The fund's objective is to preserve principal while earning interest income. Income Funds - - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund which normally invests in investment-grade bonds while normally maintaining a dollar-weighted average maturity between three and ten years. The fund's objective is to provide a high level of current income. - - Fidelity Capital & Income Fund This fund is an unaffiliated registered investment company mutual fund that invests mainly in equity and debt securities, including defaulted securities, with an emphasis on lower-quality debt securities. The fund invests in companies in troubled or uncertain financial condition and in domestic and foreign issuers. The fund's objective is to provide income and capital growth. - - Fidelity U.S. Bond Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in bonds included in the Lehman Brothers Aggregate Bond Index. The fund's objective is to provide investment results that correspond to the total returns of bonds in the Lehman Brothers Aggregate Bond Index. Balanced Funds - - Fidelity Balanced Fund - - Fidelity Puritan Fund These funds are unaffiliated registered investment company mutual funds that invest in stocks and other equity securities and in bonds and other debt securities. The funds seek income and capital growth. -7- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Growth and Income Funds - - Fidelity Spartan U.S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks included in the Standard and Poor's 500 Index ("S&P 500") a widely recognized, unmanaged index of 500 U.S. common stocks. The fund's objective is to match the total return of the S&P 500. - - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund's objective is to provide reasonable income while considering the potential for capital appreciation. - - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks. The fund may also invest a portion of assets in bonds, including lower-quality debt securities. The fund seeks long-term capital growth. - - Fidelity Growth & Income Portfolio This fund is an unaffiliated registered investment company mutual fund that normally invests a majority of total assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation. The fund may also invest in bonds. The fund seeks high total return through a combination of current income and capital appreciation. - - Fidelity Equity Income II Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund seeks reasonable income and the potential for capital appreciation. - - Fidelity Real Estate Investment Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in equity securities of companies principally engaged in the real estate industry. The fund seeks above-average income and long-term capital growth consistent with reasonable risk. -8- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Growth Funds - - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers that are expected to have above-average growth potential. The fund seeks capital appreciation. - - Fidelity OTC Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in securities traded on the over-the-counter ("OTC") market. The fund seeks capital appreciation. - - Fidelity Capital Appreciation Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Blue Chip Growth Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of well-known and established companies. The fund invests in securities of domestic and foreign issuers. The fund seeks growth of capital over the long term. - - Fidelity Low-Priced Stock Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in low-priced common stocks. The fund seeks capital appreciation. - - Fidelity Small Cap Independence Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers with small market capitalizations. The fund seeks capital appreciation. -9- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - - Fidelity Value Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of companies that possess valuable fixed assets or that are believed to be undervalued in relation to the issuing company's assets, earnings, or growth potential. The fund seeks capital appreciation. International Funds - - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities. The fund invests primarily in common stocks and seeks long-term growth of capital. - - Fidelity Worldwide Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks issued anywhere in the world. The fund seeks growth of capital. - - Fidelity International Discovery Fund (formerly Fidelity International Growth & Income Fund) This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities including common stocks with a focus on those that pay current dividends and have the potential for capital appreciation. The fund seeks capital growth and current income. Fidelity Freedom - - Fidelity Freedom Income Fund - - Fidelity Freedom 2000 Fund - - Fidelity Freedom 2010 Fund - - Fidelity Freedom 2020 Fund - - Fidelity Freedom 2030 Fund - - Fidelity Freedom 2040 Fund These funds are unaffiliated registered investment company mutual funds that invest in a combination of underlying Fidelity funds according to an asset allocation strategy that becomes increasingly conservative over time as each fund's target retirement date approaches. When each of these target retirement date funds matches the asset allocation of the Fidelity Freedom Income fund (approximately five to ten years after the respective fund's target retirement date), it is expected that each fund will be combined with the Fidelity Freedom Income Fund. These funds' investment objectives are to achieve high current income and capital appreciation. -10- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Employer Stock Fund - - UGI Common Stock Fund The UGI Common Stock Fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own shares of UGI Corporation Common Stock but rather own units in a fund that invests in such shares and in short-term investments. The UGI common Stock Plan was added January 1, 2003. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such request is received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the fund for liquidity. In such case, the participant will receive the net asset value, or closing price for the units, calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date's closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment for any reason other than death shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. Where the amount to be distributed exceeds $5,000, no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined in the Plan document) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000, a Plan participant's benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution. A participant who continues to work past age 70-1/2 will receive a distribution upon termination of employment. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the balance credited to the participant's account. Generally, the beneficiary may request a distribution of the participant's account balance as soon as practicable following the date of the participant's death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another -11- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her Voluntary Participant Contribution Account, as defined in the Plan document. However, the withdrawal must be in an amount of at least $500. A participant may withdrawal up to 100% of the balance of his or her Rollover Account, as defined in the Plan document, at any time. No more than one withdrawal in any calendar year is permitted from each of the Voluntary Participant Contribution Account and Rollover Account portions of a participant's account. A participant may withdraw before-tax contributions (but not earnings attributable thereto) only on account of financial hardship resulting from (a) medical expenses as defined in section 213(d) of the IRC; (b) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (c) foreclosure on a primary residence; or (d) costs directly related to the purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (a) 50% of a participant's before-tax and rollover account balances, or (b) $50,000 less the excess of the highest balance of all loans during the prior twelve month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Employers. The Employers currently pay such expenses. Loan administration and withdrawal fees are paid by participants. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan in whole or in part at any time for any reason. -12- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) PLAN AMENDMENT. The Company may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with applicable legal requirements, however, may be made by The Retirement Committee without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting. The Plan's investments in registered investment company mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan. Investment contracts included in the Fidelity Managed Income Portfolio II fund, an unaffiliated commingled pool, are carried at contract value which represents deposits plus accrued interest. The Plan Administrator believes contract value approximates fair value. Shares of UGI Corporation Common Stock included in the UGI Common Stock Fund are reflected at fair value based on quoted market prices. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Managed Income Fund for which distributions are based upon contract value) as of the dates of the distribution. Distributions to participants are recorded when paid. Transfers of participant balances represent amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan and the UGI Utilities, Inc. Savings Plan, affiliate plans. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from these estimates. -13- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 2004 and 2003 are as follows:
December 31, 2004 2003 --------- --------- Fidelity Cash Reserves (shares -- 303,191 and 242,481, respectively) $ 303,191 $ 242,481 --------- --------- Fidelity Managed Income Portfolio II (shares -- 128,959 and 101,216, respectively) 128,959 101,216 --------- --------- Fidelity Intermediate Bond Fund (shares -- 10,217 and 8,941, respectively) 107,483 95,314 --------- --------- Fidelity Capital & Income Fund (shares -- 16,068 and 16,625, respectively) 136,098 133,999 --------- --------- Fidelity U.S. Bond Index Fund (shares -- 14,028 and 12,565, respectively) 156,267 140,607 --------- --------- Fidelity Spartan U.S. Equity Index Fund (shares -- 5,599 and 4,611, respectively) 239,959 181,706 --------- --------- Fidelity Equity Income Fund (shares -- 1,337 and 1,123, respectively) 70,544 55,860 --------- --------- Fidelity Fund (shares -- 3,262 and 2,479, respectively) 97,464 69,621 --------- --------- Fidelity Growth & Income Portfolio (shares -- 7,387 and 6,268, respectively) 282,267 223,328 --------- --------- Fidelity Equity Income Fund II (shares -- 13,592 and 11,569, respectively) 326,351 263,533 --------- --------- Fidelity Real Estate Investment Portfolio (shares --12,168 and 10,034, respectively) 359,441 237,898 --------- --------- Fidelity Balanced Fund (shares -- 8,285 and 8,340, respectively) 147,643 139,688 --------- --------- Fidelity Puritan Fund (shares -- 9,800 and 7,337, respectively) 185,709 135,516 --------- --------- Fidelity Magellan Fund (shares -- 7,859 and 8,801, respectively) 815,720 * 860,167 * --------- --------- Fidelity Growth Company Fund (shares -- 13,213 and 11,669, respectively) 740,854 * 584,279 * --------- --------- Fidelity OTC Portfolio (shares -- 9,555 and 9,694, respectively) 331,448 314,766 --------- --------- Fidelity Capital Appreciation Fund (shares -- 5,000 and 4,027, respectively) 130,152 98,713 --------- --------- Fidelity Blue Chip Growth Fund (shares -- 17,955 and 16,347, respectively) 748,919 * 647,841 * --------- --------- Fidelity Low-Priced Stock Fund (shares -- 15,262 and 10,393, respectively) 614,280 * 363,536 --------- --------- Fidelity Small Cap Independence Fund (shares -- 8,240 and 7,280, respectively) 162,493 130,602 --------- --------- Fidelity Value Fund (shares -- 2,791 and 1,032, respectively) 198,960 64,044 --------- --------- Fidelity Overseas Fund (shares -- 1,830 and 1,529, respectively) 64,758 48,069 --------- ---------
-14- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 2004 2003 ----------- ------------ Fidelity Worldwide Fund (shares -- 7,521 and 6,882, respectively) 137,252 112,662 ----------- ------------ Fidelity International Discovery Fund (shares -- 6,905 and 5,244, respectively) 194,715 125,432 ----------- ------------ Fidelity Freedom Income Fund (shares -- 711 and 2,546, respectively) 8,018 28,236 ----------- ------------ Fidelity Freedom 2000 Fund (shares -- 6,510 and 6,202, respectively) 78,639 73,063 ----------- ------------ Fidelity Freedom 2010 Fund (shares -- 40,583 and 34,177, respectively) 552,738 * 444,981 * ----------- ------------ Fidelity Freedom 2020 Fund (shares -- 51,878 and 50,241, respectively) 724,218 * 654,132 * ----------- ------------ Fidelity Freedom 2030 Fund (shares -- 62,234 and 51,764, respectively) 876,261 * 670,348 * ----------- ------------ Fidelity Freedom 2040 Fund (shares -- 33,546 and 29,920, respectively) 277,424 226,192 ----------- ------------ UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 10,976 and 8,544, respectively) 172,765 112,010 Dividends receivable 1,263 860 ----------- ------------ 174,028 112,870 ----------- ------------ Total trust investments - fair value, except for group annuity contracts included in the Fidelity Managed Income Portfolio II Fund which are carried at contract value $ 9,372,253 $ 7,580,700 =========== ============ Total trust investments - cost $ 8,908,465 $ 7,827,731 =========== ============
* - Investment represents five percent or more of the net assets available for benefits. The net appreciation in fair value of investments during the years ended December 31, 2004 and 2003 by major investment category follows:
Year Year Ended Ended December 31, December 31, 2004 2003 ------------ ------------ Registered investment company mutual funds $ 647,061 $ 1,351,620 UGI Common Stock Fund 28,090 14,538 ------------ ------------ Total net appreciation in fair value $ 675,152 $ 1,366,158 ============ ============
-15- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 2004 Plan Year the Plan purchased, at market prices, 2,157 shares of UGI Corporation Common Stock directly from UGI Corporation for $73,657. The investments of the separate investment funds are exposed to various risks such as interest rate, market and credit risk. The degree and concentration of these risks vary by fund. Due to the level of risk associated with the separate investment funds, it is reasonably possible that changes in risk in the near term could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. 4. FEDERAL INCOME TAX STATUS On December 6, 2002, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of November 27, 2002 under Section 401(a) of the IRC. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the "Trust") and participants are not taxed on Employers' contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. 5. SUBSEQUENT EVENT The Company performed a review of the Plan's investment strategies, funds offered and fund expenses and determined that a simplified core group of funds combined with a self-directed brokerage option would help participants achieve their investment objectives at lower costs. As a result of that review, effective June 1, 2005, 26 of the 31 investment fund options offered at December 31, 2004, were discontinued. Eleven new fund options and a self-directed brokerage option were added effective February 1, 2005. -16- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004 ---------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value %(2) - ---------------------------------------- ------------ -------- ----------- ------ FIDELITY CASH RESERVES FUND (3) 303,191 shrs $303,191 $ 303,191 100.00% -------- ----------- ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (3) 128,959 shrs 128,959 128,959 100.00% -------- ----------- ------ FIDELITY INTERMEDIATE BOND FUND (3) 10,217 shrs 107,686 107,483 100.00% -------- ----------- ------ FIDELITY CAPITAL & INCOME FUND (3) 16,068 shrs 116,331 136,098 100.00% -------- ----------- ------ FIDELITY U.S. BOND INDEX FUND (3) 14,028 shrs 153,280 156,267 100.00% -------- ----------- ------ FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 5,599 shrs 232,788 239,959 100.00% -------- ----------- ------ FIDELITY EQUITY INCOME FUND (3) 1,337 shrs 64,000 70,544 100.00% -------- ----------- ------ FIDELITY FUND (3) 3,262 shrs 95,943 97,464 100.00% -------- ----------- ------ FIDELITY GROWTH & INCOME PORTFOLIO (3) 7,387 shrs 286,290 282,267 100.00% -------- ----------- ------ FIDELITY EQUITY INCOME II FUND (3) 13,592 shrs 318,101 326,351 100.00% -------- ----------- ------ FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 12,168 shrs 249,534 359,441 100.00% -------- ----------- ------ FIDELITY BALANCED FUND (3) 8,285 shrs 127,888 147,643 100.00% -------- ----------- ------ FIDELITY PURITAN FUND (3) 9,800 shrs 177,424 185,709 100.00% -------- ----------- ------ FIDELITY MAGELLAN FUND (1) (3) 7,859 shrs 838,064 815,720 100.00% -------- ----------- ------ FIDELITY GROWTH COMPANY FUND (1) (3) 13,213 shrs 770,155 740,854 100.00% -------- ----------- ------ FIDELITY OTC PORTFOLIO (3) 9,555 shrs 380,035 331,448 100.00% -------- ----------- ------ FIDELITY CAPITAL APPRECIATION FUND (3) 5,000 shrs 107,834 130,152 100.00% -------- ----------- ------ FIDELITY BLUE CHIP GROWTH FUND (1) (3) 17,955 shrs 816,377 748,919 100.00% -------- ----------- ------ FIDELITY LOW-PRICED STOCK FUND (1) (3) 15,262 shrs 442,594 614,280 100.00% -------- ----------- ------ FIDELITY SMALL CAP INDEPENDENCE FUND (3) 8,240 shrs 135,908 162,493 100.00% -------- ----------- ------ FIDELITY VALUE FUND (3) 2,791 shrs 173,380 198,960 100.00% -------- ----------- ------ FIDELITY OVERSEAS FUND (3) 1,830 shrs 58,804 64,758 100.00% -------- ----------- ------ FIDELITY WORLDWIDE FUND (3) 7,521 shrs 126,874 137,252 100.00% -------- ----------- ------
-17- UGI HVAC ENTERPRISES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (CONTINUED)
December 31, 2004 ------------------------------------------------ Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value %(2) - ----------------------------------- ------------- ---------- ----------- ------ FIDELITY INTERNATIONAL DISCOVERY FUND (3) 6,905 shrs 149,546 194,715 100.00% ---------- ----------- ------ FIDELITY FREEDOM INCOME FUND (3) 711 shrs 7,911 8,018 100.00% ---------- ----------- ------ FIDELITY FREEDOM 2000 FUND (3) 6,510 shrs 79,012 78,639 100.00% ---------- ----------- ------ FIDELITY FREEDOM 2010 FUND (1) (3) 40,583 shrs 542,546 552,738 100.00% ---------- ----------- ------ FIDELITY FREEDOM 2020 FUND (1) (3) 51,878 shrs 716,261 724,218 100.00% ---------- ----------- ------ FIDELITY FREEDOM 2030 FUND (1) (3) 62,234 shrs 804,152 876,261 100.00% ---------- ----------- ------ FIDELITY FREEDOM 2040 FUND (3) 33,546 shrs 259,402 277,424 100.00% ---------- ----------- ------ UGI COMMON STOCK FUND (3) UGI Corporation Unitized Stock Fund 10,976 units 136,932 172,765 99.27% Dividends receivable $ 1,263 1,263 1,263 0.73% ---------- ----------- ------ 138,195 174,028 100.00% ---------- ----------- ------ PARTICIPANT LOANS Loan principal outstanding (5.00% - 10.50%)(3)(4) - 273,959 100.00% ---------- ----------- ------ Total-all funds $8,908,465 $ 9,646,212 ========== ===========
- --------------- (1) Investment represents 5% or more of the net assets available for benefits. (2) Percentages represent percentage of fair value of each fund. (3) Party in interest. (4) Range of interest rates for loans outstanding as of December 31, 2004. -18- AMERIGAS PROPANE, INC. SAVINGS PLAN EIN #23-2786294 PLAN NUMBER 002 FINANCIAL STATEMENTS for the years ended December 31, 2004 and 2003 AMERIGAS PROPANE, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) ------- Report of Independent Registered Public Accounting Firm 2 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2004 and 2003 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2004 and 2003 4 Notes to Financial Statements 5 - 17 Item 4(i) - Schedule of Assets (Held at End of Year) 18 - 19
All other schedules to be filed with the Department of Labor in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and have been omitted. -1- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Plan Administrator of AmeriGas Propane, Inc. Savings Plan We have audited the accompanying statements of net assets available for benefits of AmeriGas Propane, Inc. Savings Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of AmeriGas Propane, Inc. Savings Plan as of December 31, 2004 and 2003, and changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Cogen Sklar LLP Bala Cynwyd, Pennsylvania June 21, 2005 AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 2003 ------------- ------------- Investments (Note 3) $ 181,382,040 $ 166,719,629 Loans to participants 4,446,501 4,118,818 ------------- ------------- Net assets available for benefits $ 185,828,541 $ 170,838,447 ============= =============
See accompanying notes to financial statements. -3- AMERIGAS PROPANE, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2004 2003 ------------ ------------ Participants' contributions $ 10,260,599 $ 9,304,430 Participants' rollover contributions 811,025 497,305 Company contributions 6,586,607 5,996,318 Investment income: Dividends 4,632,295 3,444,863 Net appreciation in value of investments 10,449,299 24,758,756 Administration fees (49,630) (39,148) Other, primarily interest on loans 226,487 262,588 Net transfers of participants' balances (415,447) (81,857) Distributions to participants (17,511,141) (15,073,018) ------------ ------------ Net increase 14,990,094 29,070,237 Net assets available for benefits - beginning of year 170,838,447 141,768,210 ------------ ------------ Net assets available for benefits - end of year $185,828,541 $170,838,447 ============ ============
See accompanying notes to financial statements. -4- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the AmeriGas Propane, Inc. Savings Plan (Plan) provides general information on the provisions of the Plan in effect on December 31, 2004 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of AmeriGas Propane, Inc. (a Pennsylvania corporation, hereinafter referred to as "the Company"). Employees are eligible upon hire to participate in the Plan. The Plan also holds assets of certain defined contribution pension plans that were terminated in prior years and were merged into the Plan. Such assets include what is referred to as the "Pension Account" and "Predecessor Pension Rollover Account" and do not impact the general provisions of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the AmeriGas Propane, Inc. Benefits Committee (Plan Administrator), whose members are appointed by the President of the Company and subject to approval by the Compensation/Pension Committee of the Company's Board of Directors. CONTRIBUTIONS. A participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. Calendar year contribution amounts are subject to limits prescribed by the Internal Revenue Code (IRC). For the 2004 and 2003 Plan Years, the IRC before-tax contribution limits were $13,000 and $12,000, respectively. A participant may increase, reduce or suspend his or her contributions at any time by contacting Fidelity Institutional Retirement Services Co. (FIRSCO). The Plan allows for "catch-up contributions". The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRS and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contribution for the 2004 Plan Year and 2003 Plan Year was $3,000 and $2,000, respectively, which amount shall increase $1,000 per year through 2006. Catch-up contributions are not eligible for the Company matching contribution (as described below). The Plan also accepts on behalf of any employee (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in Section 401(a) of the IRC or from a "rollover" individual retirement plan described in Section 408 of the IRC, but only if the deposit qualifies as a tax free rollover as defined in section 402 or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Plan accepts rollovers from after-tax contributions. Generally the Company shall contribute to the Plan an amount equal to 100% of contributions made by each eligible participant for each payroll period up to a total of 5% of the participant's eligible compensation for each such payroll period. A participant will be eligible to receive matching contributions after he or she has completed a year of service as defined in the Plan document. -5- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) The Company may also make profit-sharing contributions for each Plan year, out of its net profits, as shall be determined by its Board of Directors, in its sole discretion, to all eligible participants. A participant will be eligible to receive profit sharing contributions if he or she (i) has completed one year of service; (ii) was not eligible to participate in the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan as of the last day of a Plan year; and (iii) either (a) remained in the employ of the Company through the end of the Plan year as of which such contribution is to be allocated; (b) retired, experienced total disability (as defined in the Plan document), or died while in service during the Plan year; or (c) was on an excused absence (as defined in the Plan document) at the end of the Plan year. Subject to certain limitations, the profit sharing contribution to be credited to a participant's account shall be allocated as of the last day of the Plan year by dividing the total amount of such contribution by the number of eligible Plan participants. No such amounts were contributed to the Plan in respect of the 2004 Plan Year or the 2003 Plan Year. Any participant who (i) satisfies the eligibility requirements described in the immediately preceding paragraph; (ii) was a participant in the former Retirement Income Plan for Employees of AP Propane, Inc. as of December 31, 1988; and (iii) had attained the age of 50 as of that date, is entitled to an additional contribution as of the last day of each Plan year as follows:
Age as of Percentage of December 31, 1988 Eligible Compensation - ---------------- --------------------- 50 to 54 2% 55 to 59 3% 60 and over 4%
All contributions are invested in accordance with participant investment elections in effect on the dates of the contributions. A participant will at all times be fully (100%) vested in the portion of his or her account attributable to the following sources: (i) Predecessor Account; (ii) Predecessor Pension Rollover Account; (iii) Rollover/Dollar Builder Account; (iv) Rollover ESOP Account; (v) Salary Deferral Account; (vi) the Voluntary Participant Contribution Account; and (vii) the After-Tax Rollover Account, each as defined in the Plan document. A participant is vested in the portion of his or her account attributable to Company contributions as follows: 25% after two years of service; 50% after three years of service; 75% after four years of service; and 100% after five years of service. In addition, a participant is fully vested in the portion of his or her account attributable to Company contributions upon the attainment of normal retirement age (as defined in the Plan document), total disability (as defined in the Plan document) or death while in the employ of the Company or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. A participant who terminates employment before he or she is fully vested will forfeit nonvested amounts attributable to Company contributions. These forfeited amounts remain in the Plan and are -6- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) available to reduce future Company contributions. For the 2004 Plan Year and 2003 Plan Year, forfeitures of $194,482 and $128,845, respectively, were used to reduce Company contributions. During the 2004 Plan Year and 2003 Plan Year, $238,222 and $164,421, respectively, were forfeited from participant accounts. As of December 31, 2004 and 2003, there were $163,349 and $122,046, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more investment funds. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. Fidelity Management Trust Company is the Plan's trustee for all investment assets of the Plan and qualifies as a party in interest. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research Company (FMR). Following are brief descriptions of the investment options available to participants and the strategies and objectives of each fund. Money Market Fund - - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund that invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse repurchase agreements. The fund's objective is to provide as high a level of current income as is consistent with the preservation of capital and liquidity. Managed Income Fund - - Fidelity Managed Income Portfolio II Fund This fund is an unaffiliated commingled pool whose investments principally comprise investment contracts issued by insurance companies and financial institutions and certain types of fixed income securities. The fund's objective is to preserve principal while earning interest income. Income Funds - - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund which normally invests in investment-grade bonds while normally maintaining a dollar-weighted average maturity between three and ten years. The fund's objective is to provide a high level of current income. - - Fidelity Capital & Income Fund This fund is an unaffiliated registered investment company mutual fund that invests mainly in equity and debt securities, including defaulted securities, with an emphasis on lower-quality debt -7- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) securities. The fund invests in companies in troubled or uncertain financial condition and in domestic and foreign issuers. The fund's objective is to provide income and capital growth. - - Fidelity U.S. Bond Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in bonds included in the Lehman Brothers Aggregate Bond Index. The fund's objective is to provide investment results that correspond to the total returns of bonds in the Lehman Brothers Aggregate Bond Index. Balanced Funds - - Fidelity Balanced Fund - - Fidelity Puritan Fund These funds are unaffiliated registered investment company mutual funds that invest in stocks and other equity securities and in bonds and other debt securities. The funds seek income and capital growth. Growth and Income Funds - - Fidelity Spartan U.S. Equity Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks included in the Standard and Poor's 500 Index (S&P 500) a widely recognized, unmanaged index of 500 U.S. common stocks. The fund's objective is to match the total return of the S&P 500. - - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund's objective is to provide reasonable income while considering the potential for capital appreciation. - - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks. The fund may also invest a portion of assets in bonds, including lower-quality debt securities. The fund seeks long-term capital growth. - - Fidelity Growth & Income Portfolio This fund is an unaffiliated registered investment company mutual fund that normally invests a majority of total assets in common stocks with a focus on those that pay current dividends and show -8- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) potential for capital appreciation. The fund may also invest in bonds. The fund seeks high total return through a combination of current income and capital appreciation. - - Fidelity Equity Income II Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund seeks reasonable income and the potential for capital appreciation. - - Fidelity Real Estate Investment Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in equity securities of companies principally engaged in the real estate industry. The fund seeks above-average income and long-term capital growth consistent with reasonable risk. Growth Funds - - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers that are expected to have above-average growth potential. The fund seeks capital appreciation. - - Fidelity OTC Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in securities traded on the over-the-counter (OTC) market. The fund seeks capital appreciation. - - Fidelity Capital Appreciation Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Blue Chip Growth Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of well-known and established companies. The fund invests in securities of domestic and foreign issuers. The fund seeks growth of capital over the long term. -9- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) - - Fidelity Low-Priced Stock Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in low-priced common stocks. The fund seeks capital appreciation. - - Fidelity Small Cap Independence Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers with small market capitalizations. The fund seeks capital appreciation. - - Fidelity Value Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of companies that possess valuable fixed assets or that are believed to be undervalued in relation to the issuing company's assets, earnings, or growth potential. The fund seeks capital appreciation. International Funds - - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities. The fund invests primarily in common stocks and seeks long-term growth of capital. - - Fidelity Worldwide Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks issued anywhere in the world. The fund seeks growth of capital. - - Fidelity International Discovery Fund (formerly Fidelity International Growth & Income Fund) This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities including common stocks with a focus on those that pay current dividends and have the potential for capital appreciation. The fund seeks capital growth and current income. Fidelity Freedom Funds - - Fidelity Freedom Income Fund - - Fidelity Freedom 2000 Fund - - Fidelity Freedom 2010 Fund - - Fidelity Freedom 2020 Fund - - Fidelity Freedom 2030 Fund - - Fidelity Freedom 2040 Fund -10- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) These funds are unaffiliated registered investment company mutual funds that invest in a combination of underlying Fidelity funds according to an asset allocation strategy that becomes increasingly conservative over time as each fund's target retirement date approaches. When each of these target retirement date funds matches the asset allocation of the Fidelity Freedom Income fund (approximately five to ten years after the respective fund's target retirement date), it is expected that each fund will be combined with the Fidelity Freedom Income Fund. These funds' investment objectives are to achieve high current income and capital appreciation. Employer Stock Fund - - UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares and short-term investments. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash investments) by the total number of units outstanding. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such request is received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the fund for liquidity. In such case, the participant will receive the closing price for the units calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date's closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement, death or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement, death or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Distributions will generally be made in the form of a lump sum. If the value of a participant's account exceeds $5,000 and the participant is married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a joint and survivor annuity. Under a joint and survivor annuity, the participant will receive a monthly benefit for his or her lifetime and upon the participant's death, the participant's surviving spouse, if any, will receive a monthly benefit equal to -11- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) 50% of the benefit the participant was receiving. If the value of the participant's account exceeds $5,000 and the participant is not married, the participant's Pension Account and Predecessor Pension Rollover Account will be distributed in the form of a single life annuity. In lieu of a joint and survivor annuity or a single life annuity, a participant may generally elect to receive his or her Pension Account and Predecessor Pension Rollover Account in the form of (i) a lump sum; (ii) a single life annuity; (iii) a joint and survivor annuity with 50% or 100% of the participant's monthly payments continuing, after the participant's death, for the life of the participant's beneficiary; or (iv) installments over 5 or 10 years, as elected by the participant. Any such election will be subject to spousal consent, if applicable. Where the amount to be distributed exceeds $5,000, no distribution shall be made to any Plan participant prior to his or her normal retirement age unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000 a Plan participant's benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution from the Plan. A participant who continues to work past age 70-1/2 will receive a distribution upon termination of employment. Otherwise, distributions must generally be made as soon as practicable after the participant reaches the normal retirement age as defined above. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the vested portion of his or her account. Generally, the beneficiary may request a distribution of the participant's account balance as soon as practicable following the date of the participant's death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. Death benefits are generally paid in the form of a lump sum. Death benefits payable to a spouse from the Pension Account and the Predecessor Pension Rollover Account are paid in the form of a single life annuity unless the spouse elects a lump sum distribution. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to previously permitted after-tax contributions (including after-tax contributions that were matched by the Company) at any time. However, the withdrawal must be in an amount of at least $250. No more than one withdrawal is permitted in any calendar year. A participant may withdraw once per calendar year up to 100% of amounts attributable to participation in certain "predecessor plans" and rollover contributions from other 401(a) or individual retirement plan accounts, however the amount must be at least $500 or, if less, the total value of the applicable account. A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) only on account of financial hardship resulting from (i) medical expenses as -12- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) defined in section 213(d) of the IRC; (ii) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (iii) foreclosure on a primary residence; or (iv) costs directly related to the purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. While a participant is still employed by the Company, withdrawals of amounts attributable to Company contributions, and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (i) 50% of a participant's before-tax and rollover account balances, or (ii) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Company. The Company currently pays such expenses. Loan administration fees are paid by participants. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, the Company has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. PLAN AMENDMENT. The Company may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with the IRC to maintain compliance with current laws or regulations, or to correct errors or omissions in the Plan document, however, may be made by an officer of the Company without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. -13- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS(Continued) 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting. The Plan's investments in registered investment company mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan. Investment contracts included in the Fidelity Managed Income Portfolio II Fund, an unaffiliated commingled pool, are carried at contract value which represents deposits plus accrued interest. The Plan Administrator believes contract value approximates fair value. Shares of UGI Common Stock included in the UGI Common Stock Fund are reflected at fair value based upon quoted market prices. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in fair value of investments which consists of realized gains or losses and unrealized appreciation (depreciation) in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Managed Income Fund for which distributions are based upon contract value and except for distributions from the UGI Common Stock Fund, to the extent not all shares are sold on the same date) as of the dates of distribution. Distributions to participants are recorded when paid. Transfers of participant balances represent amounts transferred to or from the UGI Utilities, Inc. Savings Plan and the UGI HVAC Enterprises, Inc. Savings Plan, which are affiliate plans. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan Administrator to make estimates and assumptions that affect the reported amount of net assets available for benefits and changes therein. Actual results could differ from these estimates. -14- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 2004 and 2003 are as follows:
December 31, 2004 2003 ------------ ------------ Fidelity Cash Reserves Fund (shares -- 19,527,941 and 20,420,462 respectively) $ 19,527,941 * $ 20,420,462 * ------------ ------------ Fidelity Managed Income Portfolio II Fund (shares -- 22,592,046 and 20,555,141, respectively) 22,592,046 * 20,555,141 * ------------ ------------ Fidelity Intermediate Bond Fund (shares -- 553,721 and 549,013, respectively) 5,825,147 5,852,479 ------------ ------------ Fidelity Capital and Income Fund (shares -- 74,661 and 66,879, respectively) 632,376 539,043 ------------ ------------ Fidelity U.S. Bond Index Fund (shares -- 128,114 and 163,569, respectively) 1,427,193 1,830,332 ------------ ------------ Fidelity Balanced Fund (shares -- 164,817 and 142,575, respectively) 2,937,045 2,388,123 ------------ ------------ Fidelity Puritan Fund (shares -- 70,698 and 63,300, respectively) 1,339,730 1,169,152 ------------ ------------ Fidelity Spartan U.S. Equity Index Fund (shares -- 138,041 and 130,443, respectively) 5,916,438 5,140,760 ------------ ------------ Fidelity Equity Income Fund (shares -- 468,504 and 472,291, respectively) 24,727,665 * 23,496,496 * ------------ ------------ Fidelity Fund (shares -- 151,935 and 159,855, respectively) 4,539,833 4,488,719 ------------ ------------ Fidelity Growth & Income Portfolio (shares -- 64,840 and 58,674, respectively) 2,477,522 2,090,544 ------------ ------------ Fidelity Equity Income II Fund (shares -- 33,702 and 28,704, respectively) 809,196 653,887 ------------ ------------ Fidelity Real Estate Investment Portfolio (shares -- 94,019 and 70,862, respectively) 2,777,310 1,680,139 ------------ ------------ Fidelity Magellan Fund (shares -- 337,939 and 355,004, respectively) 35,074,682 * 34,698,111 * ------------ ------------ Fidelity Growth Company Fund (shares -- 179,945 and 185,336, respectively) 10,089,488 * 9,279,781 * ------------ ------------ Fidelity OTC Portfolio (shares -- 50,865 and 49,824, respectively) 1,764,492 1,617,792 ------------ ------------ Fidelity Capital Appreciation Fund (shares -- 42,228 and 35,138, respectively) 1,099,191 861,228 ------------ ------------ Fidelity Blue Chip Growth Fund (shares -- 70,889 and 63,537, respectively) 2,956,795 2,517,964 ------------ ------------ Fidelity Low-Priced Stock Fund (shares -- 89,116 and 66,514, respectively) 3,586,904 2,326,643 ------------ ------------ Fidelity Small Cap Independence Fund (shares -- 31,566 and 24,922, respectively) 622,485 447,103 ------------ ------------
-15- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 2004 2003 ------------ ------------ Fidelity Value Fund (shares -- 31,509 and 23,334, respectively) 2,246,251 1,448,347 ------------ ------------ Fidelity Overseas Fund (shares -- 64,876 and 65,393, respectively) 2,295,298 2,055,309 ------------ ------------ Fidelity Worldwide Fund (shares --17,920 and 14,920, respectively) 327,044 244,248 ------------ ------------ Fidelity International Discovery Fund (shares -- 44,834 and 34,247, respectively) 1,264,318 819,194 ------------ ------------ Fidelity Freedom Income Fund (shares -- 14,205 and 17,866, respectively) 160,089 198,139 ------------ ------------ Fidelity Freedom 2000 Fund (shares -- 78,569 and 28,506, respectively) 949,111 335,805 ------------ ------------ Fidelity Freedom 2010 Fund (shares -- 252,136 and 258,789, respectively) 3,434,088 3,369,434 ------------ ------------ Fidelity Freedom 2020 Fund (shares -- 326,768 and 248,968, respectively) 4,561,677 3,241,561 ------------ ------------ Fidelity Freedom 2030 Fund (shares -- 145,520 and 138,653, respectively) 2,048,926 1,795,558 ------------ ------------ Fidelity Freedom 2040 Fund (shares -- 22,512 and 14,790, respectively) 186,172 111,816 ------------ ------------ UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 509,691 and 512,466, respectively) 13,088,867 * 10,956,530 * Dividends receivable 96,720 89,789 ------------ ------------ 13,185,587 11,046,319 ------------ ------------ Total trust investments - fair value, except for group annuity contracts included in the Fidelity Managed Income Portfolio II Fund which are carried at contract value $181,382,040 $166,719,629 ============ ============ Total trust investments - cost $165,383,895 $159,571,242 ============ ============
* - Investment represents five percent or more of net assets available for benefits. The net appreciation in fair value of investments during the years ended December 31, 2004 and 2003 by major investment category follows:
Year ended December 31, 2004 2003 ------------ ------------ Registered investment company mutual funds $ 8,266,964 $ 22,036,341 UGI Common Stock Fund 2,182,335 2,722,415 ------------ ------------ Total net appreciation in fair value $ 10,449,299 $ 24,758,756 ============ ============
-16- AMERIGAS PROPANE, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 2004 Plan Year and 2003 Plan Year, the Plan purchased, at market prices, 34,882 and 32,603 shares of UGI Corporation Common Stock directly from UGI Corporation for $1,199,480 and $1,095,686, respectively. The investments of the separate investment funds are exposed to various risks such as interest rate, market and credit risk. The degree and concentration of these risks vary by fund. Due to the level of risk associated with the separate investment funds, it is reasonably possible that changes in risk in the near term could materially affect participants' account balances in the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. 4. FEDERAL INCOME TAX STATUS On December 6, 2002, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of November 27, 2002 under Section 401(a) of the IRC. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) and participants are not taxed on Company contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. 5. SUBSEQUENT EVENT The Company performed a review of the Plan's investment strategies, funds offered, and fund expenses and determined that a simplified core group of funds combined with a self-directed brokerage option would help participants achieve their investment objectives at lower costs. As a result of that review, effective June 1, 2005, 26 of the 31 investment fund options offered at December 31, 2004 were discontinued and 11 new fund options and a self-directed brokerage option were added effective Feburary 1, 2005. -17- AMERIGAS PROPANE, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004 ------------------------------------------------------ Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value %(2) - ------------------------------------------- --------------- ------------ ------------ ------ FIDELITY CASH RESERVES FUND (1) (3) 19,527,941 shrs $ 19,527,941 $ 19,527,941 100.00% ------------ ------------ ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 22,592,046 shrs 22,592,046 22,592,046 100.00% ------------ ------------ ------ FIDELITY INTERMEDIATE BOND FUND (3) 553,721 shrs 5,729,732 5,825,147 100.00% ------------ ------------ ------ FIDELITY CAPITAL AND INCOME FUND (3) 74,661 shrs 602,797 632,376 100.00% ------------ ------------ ------ FIDELITY U.S. BOND INDEX FUND (3) 128,114 shrs 1,417,784 1,427,193 100.00% ------------ ------------ ------ FIDELITY BALANCED FUND (3) 164,817 shrs 2,561,575 2,937,045 100.00% ------------ ------------ ------ FIDELITY PURITAN FUND (3) 70,698 shrs 1,264,170 1,339,730 100.00% ------------ ------------ ------ FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 138,041 shrs 5,320,288 5,916,438 100.00% ------------ ------------ ------ FIDELITY EQUITY INCOME FUND (1) (3) 468,504 shrs 21,231,434 24,727,665 100.00% ------------ ------------ ------ FIDELITY FUND (3) 151,935 shrs 4,636,552 4,539,833 100.00% ------------ ------------ ------ FIDELITY GROWTH & INCOME PORTFOLIO (3) 64,840 shrs 2,370,533 2,477,522 100.00% ------------ ------------ ------ FIDELITY EQUITY INCOME II FUND (3) 33,702 shrs 752,117 809,196 100.00% ------------ ------------ ------ FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 94,019 shrs 2,034,222 2,777,310 100.00% ------------ ------------ ------ FIDELITY MAGELLAN FUND (1) (3) 337,939 shrs 32,024,895 35,074,682 100.00% ------------ ------------ ------ FIDELITY GROWTH COMPANY FUND (1) (3) 179,945 shrs 10,067,564 10,089,488 100.00% ------------ ------------ ------ FIDELITY OTC PORTFOLIO (3) 50,865 shrs 2,321,875 1,764,492 100.00% ------------ ------------ ------ FIDELITY CAPITAL APPRECIATION FUND (3) 42,228 shrs 997,861 1,099,191 100.00% ------------ ------------ ------ FIDELITY BLUE CHIP GROWTH FUND (3) 70,889 shrs 3,109,827 2,956,795 100.00% ------------ ------------ ------ FIDELITY LOW PRICED STOCK FUND (3) 89,116 shrs 2,768,086 3,586,904 100.00% ------------ ------------ ------ FIDELITY SMALL CAP INDEPENDENCE FUND (3) 31,566 shrs 523,596 622,485 100.00% ------------ ------------ ------ FIDELITY VALUE FUND (3) 31,509 shrs 1,786,321 2,246,251 100.00% ------------ ------------ ------ FIDELITY OVERSEAS FUND (3) 64,876 shrs 2,086,613 2,295,298 100.00% ------------ ------------ ------
-18- AMERIGAS PROPANE, INC. SAVINGS PLAN Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued)
December 31, 2004 ------------------------------------------------------ Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - ----------------------------------------- --------------- ------------- ------------- ------- FIDELITY WORLDWIDE FUND (3) 17,920 shrs 283,367 327,044 100.00% ------------- ------------- ------ FIDELITY INTERNATIONAL DISCOVERY FUND (3) 44,834 shrs 1,028,973 1,264,318 100.00% ------------- ------------- ------ FIDELITY FREEDOM INCOME FUND (3) 14,205 shrs 156,597 160,089 100.00% ------------- ------------- ------ FIDELITY FREEDOM 2000 FUND (3) 78,569 shrs 933,130 949,111 100.00% ------------- ------------- ------ FIDELITY FREEDOM 2010 FUND (3) 252,136 shrs 3,298,504 3,434,088 100.00% ------------- ------------- ------ FIDELITY FREEDOM 2020 FUND (3) 326,768 shrs 4,429,444 4,561,677 100.00% ------------- ------------- ------ FIDELITY FREEDOM 2030 FUND (3) 145,520 shrs 1,841,978 2,048,926 100.00% ------------- ------------- ------ FIDELITY FREEDOM 2040 FUND (3) 22,512 shrs 163,105 186,172 100.00% ------------- ------------- ------ UGI COMMON STOCK FUND (1) (3) UGI Corporation Unitized Stock Fund 509,691 units 7,424,248 13,088,867 99.27% Dividends receivable $ 96,720 96,720 96,720 0.73% ------------- ------------- ------ 7,520,968 13,185,587 100.00% ------------- ------------- ------ PARTICIPANT LOANS Loan principal outstanding (4.75% - 10.5%) (3) (4) - 4,446,501 100.00% ------------- ------------- ------ Total - all funds $ 165,383,895 $ 185,828,541 ============= =============
- ---------------------- (1) Investment represents 5% or more of the net assets available for benefits. (2) Percentages represent percentage of fair value / contract value of each fund. (3) Party in interest. (4) Range of interest rates for loans outstanding as of December 31, 2004 -19- UGI UTILITIES, INC. SAVINGS PLAN EIN #23-1174060 PLAN NUMBER 008 FINANCIAL STATEMENTS for the years ended December 31, 2004 and 2003 UGI UTILITIES, INC. SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS
Page(s) ------- Report of Independent Registered Public Accounting Firm 2 Financial Statements: Statements of Net Assets Available for Benefits at December 31, 2004 and 2003 3 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2004 and 2003 4 Notes to Financial Statements 5 to 17 Item 4(i) - Schedule of Assets (Held at End of Year) 18 to 19
All other schedules to be filed with the Department of Labor in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and have been omitted. -1- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Participants and Plan Administrator of UGI Utilities, Inc. Savings Plan We have audited the accompanying statements of net assets available for benefits of UGI Utilities, Inc. Savings Plan as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of UGI Utilities, Inc. Savings Plan as of December 31, 2004 and 2003, and changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Cogen Sklar LLP Bala Cynwyd, Pennsylvania June 21, 2005 UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ------------------------- 2004 2003 ----------- ----------- Investments (Note 3) $82,513,700 $71,424,505 Loans to participants 2,090,308 2,032,114 Employers' contributions receivable 1,455,381 1,401,005 ----------- ----------- Net assets available for benefits $86,059,389 $74,857,624 =========== ===========
See accompanying notes to financial statements. -3- UGI UTILITIES, INC. SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2004 2003 ------------ ----------- Participants' contributions $ 4,864,414 $ 4,587,043 Rollover contributions 782,759 206,130 Employers' contributions 1,443,769 1,401,005 Investment income: Dividends 2,227,441 1,554,924 Net appreciation in value of investments 5,366,261 11,429,214 Other, primarily interest on loans 104,622 108,572 Net transfers of participants' balances 404,380 81,857 Distributions to participants (3,991,881) (1,551,073) ------------ ----------- Net increase 11,201,765 17,817,672 Net assets available for benefits - beginning of year 74,857,624 57,039,952 ------------ ----------- Net assets available for benefits - end of year $ 86,059,389 $74,857,624 ============ ===========
See accompanying notes to financial statements. -4- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the UGI Utilities, Inc. Savings Plan (the Plan) provides general information on the provisions of the Plan in effect on December 31, 2004 and during the periods covered by the financial statements. More complete information is included in the Plan document. GENERAL. The Plan is a defined contribution plan covering employees of UGI Utilities, Inc. (UGI Utilities), its holding company parent UGI Corporation (UGI), and certain affiliated companies (collectively, the Employers). Employees of the Employers are eligible upon hire to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by the UGI Utilities, Inc. Retirement Committee (Plan Administrator) whose members are appointed by the Board of Directors of UGI Utilities. CONTRIBUTIONS. A participant may elect to contribute to the Plan on a before-tax basis through payroll reduction an amount equal to from 1% to 50%, in whole percentages, of eligible compensation. In addition, a participant may elect to contribute to the Plan on an after-tax basis through payroll deduction an amount equal to from 1% to 6%, in whole percentages, of eligible compensation, provided that the combination of before-tax and after-tax contributions does not exceed 50% of eligible compensation. Calendar year before-tax and after-tax contribution amounts are subject to limits prescribed by the Internal Revenue Code (IRC) and the Plan, respectively. For the 2004 and 2003 Plan Years, the IRC before-tax contribution limits were $13,000 and $12,000, respectively. For each of the 2004 and 2003 Plan Years, the after-tax contribution limit set by the Plan was $12,300 and $12,000, respectively. A participant may increase the rate of, or reduce or suspend his or her before-tax or after-tax contributions at any time by contacting Fidelity Institutional Retirement Services Co. (FIRSCO). The Plan allows for "catch-up contributions." The catch-up contribution provision allows certain employees to make before-tax contributions over and above the IRS and Plan limits. In order to be eligible to make catch-up contributions, employees must be at least 50 years of age and must be contributing the IRC or Plan limit. The maximum catch-up contribution for the 2004 and 2003 Plan Years was $3,000 and $2,000, respectively, which amount shall increase $1,000 per year through 2006. Catch-up contributions are not eligible for the Employers' matching contribution (as described below). A participant will at all times be fully (100%) vested in the portion of his or her account attributable to participant contributions. The Plan also accepts on behalf of any employee (i) the entire amount of cash received as a distribution from another qualified trust forming part of a plan described in section 401(a) of the IRC or from a "rollover" individual retirement plan described in section 408 of the IRC, but only if the deposit qualifies as a tax-free rollover as defined in section 402 or (ii) a direct transfer from another plan qualified under Section 401(a) of the IRC. The Plan accepts after-tax rollover contributions. -5- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) For each Plan Year, each of the Employers may, at their discretion, make a contribution to the Plan equal to a percentage of participant before-tax and after-tax contributions, up to a total of 6% of compensation (as defined in the Plan document) for each eligible participant. In order to be entitled to the Employers' contribution, a participant must either (i) be actively employed by any of the Employers, or on an excused leave of absence (as defined in the Plan document) on the last day of the Plan year or (ii) have retired, become disabled (as defined in the Plan), or died while an employee during the Plan year. Employers' contributions for the 2004 Plan Year and the 2003 Plan Year, which were made in January 2005 and January 2004, respectively, were invested in accordance with participant investment elections in effect on the dates of the contributions. A participant is fully vested in the portion of his or her account attributable to Employers' matching contributions as follows: 25% after two years of service; 50% after three years of service; 75% after four years of service; and 100% after five years of service. In addition, a participant is fully vested in the portion of his or her account attributable to Company contributions upon the attainment of normal retirement age (as defined in the Plan document), total disability (as defined by the Plan document) or death while in the employ of the Employers or an affiliated company. For Plan purposes, a participant will attain normal retirement age on the later of his or her 65th birthday or the fifth anniversary of his or her date of hire. A participant who terminates employment before he or she is vested will forfeit nonvested amounts attributable to the Employers' contributions. These forfeited amounts remain in the Plan and are available to reduce future Employer contributions. In the 2004 and 2003 Plan Years, forfeitures of $13,144 and $11,785, respectively, were used to reduce the Employers' contributions. During the 2004 Plan Year and the 2003 Plan Year, $15,925 and $11,787, respectively, were forfeited from participants' accounts. As of December 31, 2004 and 2003, there were $18,812 and $17,642, respectively, of forfeitures remaining in the Plan. INVESTMENT FUNDS. A participant may elect to have his or her funds invested in one or more investment funds. Generally, participants may transfer amounts between funds at any time with no limit. Participants may change their investment elections for future contributions at any time. Fidelity Management Trust Company is the Plan's trustee for all investment assets of the Plan and qualifies as a party in interest. References to "Fidelity" below refer to investment funds managed by Fidelity Management and Research Company (FMR). Following are brief descriptions of the investment options available to participants and the strategies and objectives of each fund. Money Market Fund - - Fidelity Cash Reserves Fund This fund is an unaffiliated registered investment company mutual fund that invests in U.S. dollar-denominated money market securities and repurchase agreements, and may enter into reverse repurchase agreements. The fund's objective is to provide as high a level of current income as is consistent with the preservation of capital and liquidity. -6- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Managed Income Fund - - Fidelity Managed Income Portfolio II Fund This fund is an unaffiliated commingled pool whose investments principally comprise investment contracts issued by insurance companies and financial institutions and certain types of fixed income securities. The fund's objective is to preserve principal while earning interest income. Income Funds - - Fidelity Intermediate Bond Fund This fund is an unaffiliated registered investment company mutual fund which normally invests in investment-grade bonds while normally maintaining a dollar-weighted average maturity between three and ten years. The fund's objective is to provide a high level of current income. - - Fidelity Capital & Income Fund This fund is an unaffiliated registered investment company mutual fund that invests mainly in equity and debt securities, including defaulted securities, with an emphasis on lower-quality debt securities. The fund invests in companies in troubled or uncertain financial condition and in domestic and foreign issuers. The fund's objective is to provide income and capital growth. - - Fidelity U.S. Bond Index Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in bonds included in the Lehman Brothers Aggregate Bond Index. The fund's objective is to provide investment results that correspond to the total returns of bonds in the Lehman Brothers Aggregate Bond Index. Balanced Funds - - Fidelity Balanced Fund - - Fidelity Puritan Fund These funds are unaffiliated registered investment company mutual funds that invest in stocks and other equity securities and in bonds and other debt securities. The funds seek income and capital growth. Growth and Income Funds - - Fidelity Spartan U.S. Equity Index Fund -7- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks included in the Standard and Poor's 500 Index (S&P 500) a widely recognized, unmanaged index of 500 U.S. common stocks. The fund's objective is to match the total return of the S&P 500. - - Fidelity Equity Income Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund's objective is to provide reasonable income while considering the potential for capital appreciation. - - Fidelity Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks. The fund may also invest a portion of assets in bonds, including lower-quality debt securities. The fund seeks long-term capital growth. - - Fidelity Growth & Income Portfolio This fund is an unaffiliated registered investment company mutual fund that normally invests a majority of total assets in common stocks with a focus on those that pay current dividends and show potential for capital appreciation. The fund may also invest in bonds. The fund seeks high total return through a combination of current income and capital appreciation. - - Fidelity Equity Income II Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in income-producing equity securities. The fund seeks reasonable income and the potential for capital appreciation. - - Fidelity Real Estate Investment Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in equity securities of companies principally engaged in the real estate industry. The fund seeks above-average income and long-term capital growth consistent with reasonable risk. Growth Funds - - Fidelity Magellan Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. -8- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) - - Fidelity Growth Company Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers that are expected to have above-average growth potential. The fund seeks capital appreciation. - - Fidelity OTC Portfolio This fund is an unaffiliated registered investment company mutual fund that principally invests in securities traded on the over-the-counter (OTC) market. The fund seeks capital appreciation. - - Fidelity Capital Appreciation Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers. The fund seeks capital appreciation. - - Fidelity Blue Chip Growth Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of well-known and established companies. The fund invests in securities of domestic and foreign issuers. The fund seeks growth of capital over the long term. - - Fidelity Low-Priced Stock Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in low-priced common stocks. The fund seeks capital appreciation. - - Fidelity Small Cap Independence Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of domestic and foreign issuers with small market capitalizations. The fund seeks capital appreciation. - - Fidelity Value Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in common stocks of companies that possess valuable fixed assets or that are believed to be undervalued in relation to the issuing company's assets, earnings, or growth potential. The fund seeks capital appreciation. -9- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) International Funds - - Fidelity Overseas Fund This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities. The fund invests primarily in common stocks and seeks long-term growth of capital. - - Fidelity Worldwide Fund This fund is an unaffiliated registered investment company mutual fund that invests primarily in common stocks issued anywhere in the world. The fund seeks growth of capital. - - Fidelity International Discovery Fund (formerly Fidelity International Growth & Income Fund) This fund is an unaffiliated registered investment company mutual fund that principally invests in foreign securities including common stocks with a focus on those that pay current dividends and have the potential for capital appreciation. The fund seeks capital growth and current income. Fidelity Freedom Funds - - Fidelity Freedom Income Fund - - Fidelity Freedom 2000 Fund - - Fidelity Freedom 2010 Fund - - Fidelity Freedom 2020 Fund - - Fidelity Freedom 2030 Fund - - Fidelity Freedom 2040 Fund These funds are unaffiliated registered investment company mutual funds that invest in a combination of underlying Fidelity funds according to an asset allocation strategy that becomes increasingly conservative over time as each fund's target retirement date approaches. When each of these target retirement date funds matches the asset allocation of the Fidelity Freedom Income fund (approximately five to ten years after the respective fund's target retirement date), it is expected that each fund will be combined with the Fidelity Freedom Income Fund. These funds' investment objectives are to achieve high current income and capital appreciation. Employer Stock Fund - - UGI Common Stock Fund This fund invests principally in shares of UGI Corporation Common Stock. Participants in the fund do not individually own specific shares of UGI Corporation Common Stock but rather own units in the fund that invests in such shares and short-term investments. The value of a unit in the UGI Common Stock Fund was initially set at $10.00 and is recalculated daily by dividing the fair value of the fund's assets (comprising shares of UGI Corporation Common Stock and temporary cash -10- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) investments) by the total number of units outstanding. Generally, participant requests to redeem units from the UGI Common Stock Fund are processed on the day received if such request is received by Fidelity before the close of the New York Stock Exchange and provided that there are sufficient short-term investments in the fund for liquidity. In such case, the participant will receive the net asset value, or closing price for the units, calculated using the closing price for UGI Corporation Common Stock on the New York Stock Exchange for that day. However, on days of unusually heavy requests for sale, the UGI Common Stock Fund may not have sufficient short-term investments for liquidity. In such case, requests to sell units received before the close of the New York Stock Exchange may not be processed on that day at that date's closing price but may be suspended until sufficient liquidity is restored. Units will be redeemed generally on a first-in, first-out basis at the closing price for the processing date. Loans, withdrawals and distributions from the UGI Common Stock Fund will be given priority over exchanges with other funds. DISTRIBUTIONS. The Plan benefit of a participant who terminates employment as a result of retirement or total disability, as defined by the Plan document, shall be equal to the proceeds of liquidation of 100% of the balance of his or her account. Participants may elect to receive their interest in the UGI Common Stock Fund in the form of shares of UGI Corporation Common Stock. The Plan benefit of a participant who terminates employment for reasons other than retirement or total disability shall be equal to the proceeds of liquidation of the vested portion of his or her account. Where the amount to be distributed exceeds $5,000, no distribution shall be made to any Plan participant prior to his or her normal retirement age (as defined in the Plan document) unless the participant elects to receive such distribution. Where the amount to be distributed does not exceed $5,000, a Plan participant's benefit will be distributed as soon as practicable after the participant becomes entitled to receive a distribution. A participant who continues to work past age 70-1/2 will receive a distribution upon termination of employment. DEATH. If a participant dies prior to receiving a distribution of his or her account, the participant's designated beneficiary shall be entitled to receive a lump-sum distribution of the proceeds of liquidation of 100% of the vested portion of his or her account. Generally, the beneficiary may request a distribution of the participant's account balance as soon as practicable following the date of the participant's death. The beneficiary of a participant who is married at the time of the participant's death will be the participant's spouse, unless the participant designated another beneficiary and the spouse consented to such designation in accordance with procedures specified by the Plan document. WITHDRAWALS. Generally, a participant may withdraw up to 50% of the balance of his or her account attributable to after-tax contributions (including after-tax contributions that were matched by the Employer) at any time. However, the withdrawal must be in an amount of at least $250. If any portion of the amount withdrawn is attributable to contributions that were matched by the Employers, the participant's participation in the Plan will be suspended for the three-month period following the withdrawal. No more than one withdrawal in any calendar year is permitted from each of the matched and unmatched portions of a participant's after-tax contribution account. -11- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) A participant may withdraw before-tax contributions (and earnings attributable thereto credited as of December 31, 1988) and rollover contributions, only on account of financial hardship resulting from (i) medical expenses as defined in section 213(d) of the IRC; (ii) educational expenses for the next twelve months of post-secondary education of the participant, or his or her spouse, children or dependents; (iii) foreclosure on a primary residence; or (iv) costs directly related to the purchase of a primary residence. A hardship withdrawal will be permitted if the Plan Administrator determines that (i) the withdrawal is on account of an immediate and heavy financial need of the participant and (ii) the withdrawal is necessary to satisfy such financial need. A participant's participation in the Plan is suspended for the six-month period following a hardship withdrawal. While a participant is still employed by any of the Employers, withdrawals of amounts attributable to Employer's contributions and post-1988 earnings on participant before-tax contributions, are not permitted. LOAN PROVISION. The Plan includes an employee loan provision. Generally, at the time a loan is to be made, the amount of all loans to be outstanding may not exceed the lesser of (i) 50% of a participant's before-tax and rollover account balances, or (ii) $50,000 less the highest balance of any loan during the prior twelve-month period. Each loan bears interest at a rate determined in accordance with generally prevailing market conditions for similar types of loans. The minimum loan amount is $1,000. The amount of the loan withdrawn from a participant's account is allocated in proportion to the value of the participant's salary deferral and rollover account balances in each investment fund. Repayments, including interest, are made in equal installments through payroll deductions and are allocated to participant accounts in accordance with current investment elections. No loan may have a final maturity in excess of five years except that, if the loan is used to purchase a principal residence for the participant, the loan may have a final maturity of up to ten years. No participant shall be permitted to have more than two loans outstanding at any one time. -12- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) ADMINISTRATIVE EXPENSES. Administrative expenses of the Plan are chargeable to the Plan unless paid for by the Employers. The Employers currently pay such expenses. Loan administration and withdrawal fees are paid by participants. Mutual fund expenses are paid to fund managers from mutual fund assets. PLAN TERMINATION. Although it has not expressed any intent to do so, UGI Utilities has the right to terminate the Plan in whole or in part at any time for any reason. In the event of a complete or partial termination of the Plan, the affected participants will become fully vested in their account balances. PLAN AMENDMENT. UGI Utilities may amend the Plan at any time for any reason by written action of its Board of Directors. Amendments required to comply with the IRC to maintain compliance with current laws or regulations or to correct errors or omissions in the Plan document, however, may be made by the Retirement Committee without Board approval. VOTING RIGHTS OF UGI COMMON STOCK FUND PARTICIPANTS. A participant has the right to instruct the trustee of the Plan how to vote, at each meeting of shareholders, all shares of UGI Corporation Common Stock (including fractional shares) represented by the value of the participant's interest in the UGI Common Stock Fund. A participant also has the right to direct the trustee of the Plan whether or not to tender shares in response to a tender offer. 2. ACCOUNTING POLICIES The accompanying financial statements are prepared on the accrual basis of accounting. The Plan's investments in registered investment company mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan. Investment contracts included in the Fidelity Managed Income Portfolio II fund, an unaffiliated commingled pool, are carried at contract value which represents deposits plus accrued interest. The Plan Administrator believes contract value approximates fair value. Shares of UGI Common Stock included in the UGI Common Stock Fund are reflected at fair value based upon quoted market prices. Dividend income is recorded on the record date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on a trade date basis. The Plan presents in the Statements of Changes in Net Assets Available for Benefits the net appreciation in fair value of investments which consists of realized gains or losses and unrealized appreciation in the fair value of those investments. Distributions are made to Plan participants based upon the fair value of each participant's investment account (except for investments of the Managed Income Fund for which distributions are based upon contract value) as of the dates of the distribution. Distributions to participants are recorded when paid. -13- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Transfers of participant balances represent amounts transferred to or from the AmeriGas Propane, Inc. Savings Plan and the UGI HVAC Enterprises, Inc. Savings Plan, affiliate plans. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from these estimates. -14- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS The components of trust investments by fund at December 31, 2004 and 2003 are as follows:
December 31, 2004 2003 ----------- ----------- Fidelity Cash Reserves Fund (shares -- 4,034,108 and 3,781,926, respectively) $ 4,034,108 $ 3,781,926 * ----------- ----------- Fidelity Managed Income Portfolio II Fund (shares -- 11,309,472 and 11,548,528, respectively) 11,309,472 * 11,548,528 * ----------- ----------- Fidelity Intermediate Bond Fund (shares -- 132,993 and 128,626, respectively) 1,399,090 1,371,150 ----------- ----------- Fidelity Capital & Income Fund (shares -- 71,593 and 51,054, respectively) 606,388 411,496 ----------- ----------- Fidelity U.S. Bond Index Fund (shares -- 97,245 and 77,474, respectively) 1,083,311 866,930 ----------- ----------- Fidelity Balanced Fund (shares -- 28,984 and 17,532, respectively) 516,488 293,660 ----------- ----------- Fidelity Puritan Fund (shares -- 33,109 and 24,290, respectively) 627,407 448,629 ----------- ----------- Fidelity Spartan U.S. Equity Index Fund (shares -- 77,875 and 75,279, respectively) 3,337,733 2,966,741 ----------- ----------- Fidelity Equity Income Fund (shares -- 212,690 and 206,984, respectively) 11,225,752 * 10,297,436 * ----------- ----------- Fidelity Fund (shares -- 62,292 and 62,120, respectively) 1,861,291 1,744,317 ----------- ----------- Fidelity Growth & Income Portfolio (shares -- 16,871 and 13,285, respectively) 644,633 473,341 ----------- ----------- Fidelity Equity Income II Fund (shares -- 33,945 and 28,002, respectively) 815,030 637,877 ----------- ----------- Fidelity Real Estate Investment Portfolio (shares -- 39,956 and 26,340, respectively) 1,180,313 624,515 ----------- ----------- Fidelity Magellan Fund (shares -- 165,408 and 167,677, respectively) 17,167,665 * 16,388,791 * ----------- ----------- Fidelity Growth Company Fund (shares -- 57,023 and 65,456, respectively) 3,197,276 3,277,261 ----------- ----------- Fidelity OTC Portfolio (shares -- 31,592 and 31,161, respectively) 1,095,938 1,011,812 ----------- ----------- Fidelity Capital Appreciation Fund (shares -- 21,438 and 16,382, respectively) 558,031 401,520 ----------- ----------- Fidelity Blue Chip Growth Fund (shares -- 30,057 and 28,264, respectively) 1,253,683 1,120,111 ----------- ----------- Fidelity Low-Priced Stock Fund (shares -- 65,952 and 40,019, respectively) 2,654,578 1,399,875 ----------- ----------- Fidelity Small Cap Independence Fund (shares -- 28,667 and 21,522, respectively) 565,304 386,105 ----------- ----------- Fidelity Value Fund (shares -- 20,452 and 13,137, respectively) 1,457,991 815,442 ----------- -----------
-15- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. TRUST INVESTMENTS (CONTINUED)
December 31, 2004 2003 ----------- ----------- Fidelity Overseas Fund (shares -- 33,149 and 28,763, respectively) 1,172,806 904,021 ----------- ----------- Fidelity Worldwide Fund (shares -- 13,389 and 12,917, respectively) 244,346 211,453 ----------- ----------- Fidelity International Discovery Fund (shares -- 16,935 and 10,469, respectively) 477,578 250,425 ----------- ----------- Fidelity Freedom Income Fund (shares -- 10,706 and 7,148, respectively) 120,662 79,268 ----------- ----------- Fidelity Freedom 2000 Fund (shares -- 6,025 and 7,039, respectively) 72,784 82,915 ----------- ----------- Fidelity Freedom 2010 Fund (shares -- 156,434 and 76,780, respectively) 2,130,631 999,678 ----------- ----------- Fidelity Freedom 2020 Fund (shares -- 76,232 and 54,644, respectively) 1,064,201 711,461 ----------- ----------- Fidelity Freedom 2030 Fund (shares -- 21,064 and 17,883, respectively) 296,586 231,588 ----------- ----------- Fidelity Freedom 2040 Fund (shares -- 10,038 and 5,445, respectively) 83,018 41,161 ----------- ----------- UGI Common Stock Fund UGI Corporation Unitized Stock Fund (units -- 395,936 and 354,193, respectively) 10,183,467 * 7,579,722 * Dividends receivable 76,139 65,350 ----------- ----------- 10,259,606 7,645,072 ----------- ----------- Total trust investments - fair value, except for group annuity contracts included in the Fidelity Managed Income Portfolio II Fund which are carried at contract value $82,513,700 $71,424,505 =========== =========== Total trust investments - cost $73,589,221 $67,483,984 =========== ===========
* - Investment represents five percent or more of the net assets available for benefits. The net appreciation in fair value of investments during the years ended December 31, 2004 and 2003 by major investment category follows:
Year Year Ended Ended December 31, December 31, 2004 2003 ------------ ------------ Registered investment company mutual funds $ 3,684,324 $ 9,349,586 UGI Common Stock Fund 1,681,937 2,079,628 ------------ ------------ Total net appreciation in fair value $ 5,366,261 $ 11,429,214 ============ ============
-16- UGI UTILITIES, INC. SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (Continued) During the 2004 Plan Year and the 2003 Plan Year, the Plan purchased, at market prices, 16,173 and 15,465 shares of UGI Corporation Common Stock directly from UGI Corporation for $546,141 and $464,480, respectively. The investments of the separate investment funds are exposed to various risks such as interest rate, market and credit risk. The degree and concentration of these risks vary by fund. Due to the level of risk associated with the separate investment funds, it is reasonably possible that changes in risk in the near term could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statements of Changes in Net Assets Available for Benefits. 4. FEDERAL INCOME TAX STATUS On December 6, 2002, the Internal Revenue Service issued a favorable determination letter concerning the qualified status of the Plan in effect as of November 27, 2002 under Section 401(a) of the IRC. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. No U.S. income taxes are required to be paid by the trust created under the Plan (the Trust) and participants are not taxed on Employers' contributions to the Trust or income earned by the Trust. When a participant, or his or her beneficiary or estate, receives a distribution under the Plan, the taxability of the value of such distribution depends on the form and time of payment. 5. SUBSEQUENT EVENT The Company performed a review of the Plan's investment strategies, funds offered, and fund expenses and determined that a simplified core group of funds combined with a self-directed brokerage option would help participants achieve their investment objectives at lower costs. As a result of that review, effective June 1, 2005, 26 of the 31 investment fund options offered at December 31, 2004 were discontinued and 11 new fund options and a self-directed brokerage option were added effective February 1, 2005. -17- UGI UTILITIES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004 ------------------------------------------------- Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - ---------------------------------------- --------------- ----------- ----------- ------ FIDELITY CASH RESERVES FUND (3) 4,034,108 shrs $ 4,034,108 $ 4,034,108 100.00% ----------- ----------- ------ FIDELITY MANAGED INCOME PORTFOLIO II FUND (1) (3) 11,309,472 shrs 11,309,472 11,309,472 100.00% ----------- ----------- ------ FIDELITY INTERMEDIATE BOND FUND (3) 132,993 shrs 1,384,483 1,399,090 100.00% ----------- ----------- ------ FIDELITY CAPITAL & INCOME FUND (3) 71,593 shrs 574,089 606,388 100.00% ----------- ----------- ------ FIDELITY U.S. BOND INDEX FUND (3) 97,245 shrs 1,075,820 1,083,311 100.00% ----------- ----------- ------ FIDELITY BALANCED FUND (3) 28,984 shrs 457,582 516,488 100.00% ----------- ----------- ------ FIDELITY PURITAN FUND (3) 33,109 shrs 591,867 627,407 100.00% ----------- ----------- ------ FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 77,875 shrs 3,017,850 3,337,733 100.00% ----------- ----------- ------ FIDELITY EQUITY INCOME FUND (1) (3) 212,690 shrs 9,609,294 11,225,752 100.00% ----------- ----------- ------ FIDELITY FUND (3) 62,292 shrs 1,908,067 1,861,291 100.00% ----------- ----------- ------ FIDELITY GROWTH & INCOME PORTFOLIO (3) 16,871 shrs 619,911 644,633 100.00% ----------- ----------- ------ FIDELITY EQUITY INCOME II FUND (3) 33,945 shrs 714,024 815,030 100.00% ----------- ----------- ------ FIDELITY REAL ESTATE INVESTMENT PORTFOLIO (3) 39,956 shrs 884,692 1,180,313 100.00% ----------- ----------- ------ FIDELITY MAGELLAN FUND (1) (3) 165,408 shrs 16,019,079 17,167,665 100.00% ----------- ----------- ------ FIDELITY GROWTH COMPANY FUND (3) 57,023 shrs 3,484,567 3,197,276 100.00% ----------- ----------- ------ FIDELITY OTC PORTFOLIO (3) 31,592 shrs 1,453,170 1,095,938 100.00% ----------- ----------- ------ FIDELITY CAPITAL APPRECIATION FUND (3) 21,438 shrs 494,734 558,031 100.00% ----------- ----------- ------ FIDELITY BLUE CHIP GROWTH FUND (3) 30,057 shrs 1,334,142 1,253,683 100.00% ----------- ----------- ------ FIDELITY LOW-PRICED STOCK FUND (3) 65,952 shrs 2,139,470 2,654,578 100.00% ----------- ----------- ------ FIDELITY SMALL CAP INDEPENDENCE FUND (3) 28,667 shrs 478,565 565,304 100.00% ----------- ----------- ------ FIDELITY VALUE FUND (3) 20,452 shrs 1,190,677 1,457,991 100.00% ----------- ----------- ------ FIDELITY OVERSEAS FUND (3) 33,149 shrs 1,082,285 1,172,806 100.00% ----------- ----------- ------
-18- UGI UTILITIES, INC. SAVINGS PLAN ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (CONTINUED)
December 31, 2004 ------------------------------------------------ Number of Shares or Fair Value/ Principal Contract NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2) - ---------------------------------------- -------------- ----------- ----------- ------ FIDELITY WORLDWIDE FUND (3) 13,389 shrs 210,877 244,346 100.00% ----------- ----------- ------ FIDELITY INTERNATIONAL DISCOVERY FUND (3) 16,935 shrs 403,800 477,578 100.00% ----------- ----------- ------ FIDELITY FREEDOM INCOME FUND (3) 10,706 shrs 118,760 120,662 100.00% ----------- ----------- ------ FIDELITY FREEDOM 2000 FUND (3) 6,025 shrs 75,643 72,784 100.00% ----------- ----------- ------ FIDELITY FREEDOM 2010 FUND (3) 156,434 shrs 2,054,906 2,130,631 100.00% ----------- ----------- ------ FIDELITY FREEDOM 2020 FUND (3) 76,232 shrs 1,011,656 1,064,201 100.00% ----------- ----------- ------ FIDELITY FREEDOM 2030 FUND (3) 21,064 shrs 290,288 296,586 100.00% ----------- ----------- ------ FIDELITY FREEDOM 2040 FUND (3) 10,038 shrs 72,252 83,018 100.00% ----------- ----------- ------ UGI COMMON STOCK FUND (1) (3) UGI Corporation Unitized Stock Fund 395,936 units 5,416,952 10,183,467 99.26% Dividends receivable $ 76,139 76,139 76,139 0.74% ----------- ----------- ------ 5,493,091 10,259,606 100.00% ----------- ----------- ------ PARTICIPANT LOANS Loan principal outstanding (3)(4) - 2,090,308 100.00% ----------- ----------- ------ Total - all funds $73,589,221 $84,604,008 =========== ===========
- ---------------------- (1) Investment represents 5% or more of the net assets available for benefits. (2) Percentages represent percentage of fair value of each fund. (3) Party in interest. (4) Interest rates on loans outstanding as of December 31, 2004 range from 5.00% to 10.50%. -19- -----END PRIVACY-ENHANCED MESSAGE-----