Exhibit 99
Financial Statements and Supplemental Schedule
of UGI Utilities, Inc. Savings Plan
and AmeriGas Propane, Inc. Savings Plan
for the year ended
December 31, 2001
UGI UTILITIES, INC.
SAVINGS PLAN
EIN #23-1174060 PLAN NUMBER 008
FINANCIAL STATEMENTS
for the years ended December 31, 2001 and 2000
UGI UTILITIES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
-------
Reports of Independent Public Accountants 2 to 3
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2001 and 2000 4
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2001 and 2000 5
Notes to Financial Statements 6 to 18
Item 4(i) - Schedule of Assets (Held at End of Year) 19 to 20
-1-
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee of
UGI Utilities, Inc.
In our opinion, the accompanying statement of net assets available for
benefits and the related statement of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") at December
31, 2001 and the changes in net assets available for benefits for the year
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America. 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 audit. We conducted our
audit of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
Our audit was conducted 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 audit 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.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 21, 2002
- 2 -
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF ARTHUR
ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of
UGI Utilities, Inc.:
We have audited the accompanying statements of net assets available for
benefits of the UGI Utilities, Inc. Savings Plan (the "Plan") as of December
31, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years ended December 31, 2000 and 1999. These
financial statements and the supplemental schedule referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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 the Plan as of
December 31, 2000 and 1999 and the changes in net assets available for
benefits for the years ended December 31, 2000 and 1999, in accordance with
accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is presented for purposes 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. The supplemental schedule has been subjected to the
auditing procedures applied in the audit 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.
Arthur Andersen LLP
Philadelphia, Pennsylvania
June 22, 2001
-3-
UGI UTILITIES, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
----------------------------------
2001 2000
-------------- --------------
Investments (Note 3) $ 58,432,434 $ 58,355,347
Loans to participants 1,640,122 1,427,646
Employers' contributions receivable 1,183,098 1,133,092
-------------- --------------
Net assets available for benefits $ 61,255,654 $ 60,916,085
============== ==============
See accompanying notes to financial statements.
-4-
UGI UTILITIES, INC.
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
2001 2000
------------ -------------
Participants' contributions $ 4,170,091 $ 4,129,500
Rollover contributions 218,534 158,954
Employers' contributions 1,183,098 1,133,092
Investment income (loss):
Dividends 1,655,507 3,861,528
Net depreciation in value of investments (5,256,946) (5,598,260)
Other, primarily interest on loans 132,990 124,912
Net transfers of participants' balances (33,449) 185,603
Distributions to participants (1,730,256) (3,387,867)
------------ -------------
Net increase 339,569 607,462
Net assets available for benefits-beginning of year 60,916,085 60,308,623
------------ -------------
Net assets available for benefits-end of year $ 61,255,654 $ 60,916,085
============ =============
See accompanying notes to financial statements.
-5-
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, 2001 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 15%,
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 15% of eligible compensation. Calendar year
before-tax and after-tax contribution amounts are subject to limits prescribed
by the Internal Revenue Code (IRC). For the 2001 and 2000 Plan Years, the IRC
contribution limit was $10,500 per year. 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 the Plan's record keeper, Fidelity Management Trust
Company. A participant will at all times be fully (100%) vested in the portion
of his or her account attributable to participant contributions.
Effective January 1, 2002, the Plan was amended as permitted by the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("the Act") to allow
participants 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. Combined maximum before-tax and after-tax contributions cannot
exceed 50%. The Plan was also amended as permitted by the Act to allow 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 2002 is $1,000, increasing $1,000 per
year through 2006. Catch-up contributions are not eligible for the Employer
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.
Effective January 1, 2002, the Plan was also amended as permitted by the Act
to accept after-tax rollover contributions.
-6-
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 a 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 2001 Plan Year and the 2000 Plan
Year, which were made in January 2002 and January 2001, 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 upon the earlier of (i) the
completion of five years of service or (ii) 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.
Effective January 1, 2002, as permitted by the Act, the Plan was amended to
implement a revised vesting schedule. Participants will vest 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.
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 2001 and 2000 Plan Years, forfeitures of
$25,892 and $30,000, respectively, were used to reduce the Employers'
contributions. During the 2001 Plan Year and the 2000 Plan Year, $30,184 and
$42,414, respectively, were forfeited from participants' accounts. As of
December 31, 2001 and 2000, there were $6,234 and $1,252, 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.
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
-7-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 guaranteed investment contracts offered 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 U.S. dollar-denominated 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 current 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.
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.
-8-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- - 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.
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.
-9-
UGI UTILITIES, 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.
-10-
UGI UTILITIES, 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 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.
Asset Allocation Funds
- - Fidelity Freedom Income Fund - Fidelity Freedom 2020 Fund
- - Fidelity Freedom 2000 Fund - Fidelity Freedom 2030 Fund
- - Fidelity Freedom 2010 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
total return over an extended period of time.
-11-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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, 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. 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 account will be
distributed to the beneficiary as soon as practicable following the date of
death. The
-12-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
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.
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.
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.
-13-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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
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, and a pro rata portion of unvoted shares. 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. Certain prior year amounts have been reclassified to conform to
current year presentation.
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. Guaranteed 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 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.
Transfers of participant balances represent amounts transferred to or from the
AmeriGas Propane, Inc. Savings Plan, an affiliate plan.
-14-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
-15-
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at December 31, 2001 and 2000 are as
follows:
December 31,
2001 2000
----------- -------------
Fidelity Cash Reserves Fund (shares -- 3,374,931 and 2,951,446, respectively) $ 3,374,931* $ 2,951,446
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 8,656,475 and
7,211,501, respectively) 8,656,475* 7,211,501*
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 102,324 and 76,924, respectively) 1,055,981 772,314
----------- -----------
Fidelity Capital & Income Fund ( shares -- 21,306 and 37,147, respectively) 144,452 287,150
----------- -----------
Fidelity U.S. Bond Index Fund (shares -- 40,155 and 26,885, respectively) 433,671 284,713
----------- -----------
Fidelity Spartan U.S. Equity Index Fund (shares -- 58,021 and
50,558, respectively) 2,357,989 2,366,597
----------- -----------
Fidelity Equity Income Fund (shares -- 193,334 and 182,259, respectively) 9,428,885* 9,738,088*
----------- -----------
Fidelity Fund (shares -- 63,098 and 58,802, respectively) 1,822,270 1,926,352
----------- -----------
Fidelity Growth & Income Portfolio (shares -- 9,572 and 5,726, respectively) 357,818 241,050
----------- -----------
Fidelity Equity Income II Fund (shares -- 6,566 and 4,773, respectively) 138,077 113,878
----------- -----------
Fidelity Real Estate Investment Portfolio (shares -- 11,746 and 2,283, respectively) 217,541 42,228
----------- -----------
Fidelity Balanced Fund (shares -- 13,219 and 4,241, respectively) 196,958 64,422
----------- -----------
Fidelity Puritan Fund (shares -- 6,946 and 6,782, respectively) 122,742 127,701
----------- -----------
Fidelity Magellan Fund (shares -- 163,429 and 157,055, respectively) 17,032,610* 18,736,617*
----------- -----------
Fidelity Growth Company Fund (shares -- 60,944 and 58,735, respectively) 3,243,428* 4,195,462*
----------- -----------
Fidelity OTC Portfolio (shares -- 34,396 and 34,634, respectively) 1,072,123 1,421,736
----------- -----------
Fidelity Capital Appreciation Fund (shares -- 6,871 and 7,046, respectively) 141,191 156,640
----------- -----------
Fidelity Blue Chip Growth Fund (shares -- 24,714 and 21,302, respectively) 1,061,232 1,097,713
----------- -----------
Fidelity Low-Priced Stock Fund (shares -- 13,340 and 3,596, respectively) 365,783 83,150
----------- -----------
Fidelity Small Cap Independence Fund (shares -- 14,416 and 14,555, respectively) 242,193 236,227
----------- -----------
Fidelity Value Fund (shares -- 7,469 and 2,391, respectively) 384,704 110,801
----------- -----------
- 16 -
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
December 31,
2001 2000
----------- -----------
Fidelity Overseas Fund (shares -- 23,615 and 22,137, respectively) 647,523 760,835
----------- -----------
Fidelity Worldwide Fund (shares -- 7,359 and 3,855, respectively) 107,879 60,249
----------- -----------
Fidelity International Growth & Income Fund (shares -- 6,504 and
6,613, respectively) 122,007 150,254
----------- -----------
Fidelity Freedom Income Fund (shares -- 3,968 and 3,356, respectively) 43,376 37,488
----------- -----------
Fidelity Freedom 2000 Fund (shares -- 18,451 and 30,447, respectively) 212,550 359,582
----------- -----------
Fidelity Freedom 2010 Fund (shares -- 39,471 and 34,302, respectively) 497,724 474,744
----------- -----------
Fidelity Freedom 2020 Fund (shares -- 44,595 and 32,398, respectively) 561,006 471,718
----------- -----------
Fidelity Freedom 2030 Fund (shares -- 22,028 and 21,204, respectively) 276,673 318,061
----------- -----------
Fidelity Freedom 2040 Fund (shares -- 1,119 and 535, respectively) 8,271 4,684
----------- -----------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 316,223 and 324,899,
respectively) 4,047,651* 3,499,158*
Dividends receivable 56,720 52,788
----------- -----------
4,104,371 3,551,946
----------- -----------
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 $58,432,434 $58,355,347
=========== ===========
Total trust investments - cost $58,953,385 $53,967,934
=========== ===========
* - Investment represents five percent or more of the net assets available for
benefits.
The net appreciation (depreciation) in fair value of investments during the year
ended December 31, 2001 and the year ended December 31, 2000 by major investment
category follows:
Year Year
Ended Ended
December 31, December 31,
2001 2000
------------ ------------
Registered investment company mutual funds $(5,960,005) $(6,271,233)
UGI Common Stock Fund 703,059 672,973
----------- -----------
Total net depreciation in fair value $(5,256,946) $(5,598,260)
=========== ===========
- 17 -
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During the 2001 Plan Year and the 2000 Plan Year, the Plan purchased, at market
prices, 8,114 and 10,187 shares of UGI Corporation Common Stock directly from
UGI Corporation for $213,277 and $220,753, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of investments.
The Schedule of Assets (Held at End of Year) depicts the types of investment
funds available and the proportionate share of assets held in each particular
investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable determination
letter concerning the qualified status of the Plan in effect as of September 30,
1994 under Section 401(a) of the IRC. The Plan has since been amended, however,
on February 28, 2002, the Plan Administrator filed an application for an advance
determination on the qualification of the amended Plan and 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.
- 18 -
UGI UTILITIES, INC. SAVINGS PLAN
ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001
------------------------------------------------------------------
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) 3,374,931 shrs $ 3,374,931 $ 3,374,931 100.00%
----------- ----------- ------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 8,656,475 shrs 8,656,475 8,656,475 100.00%
----------- ----------- ------
FIDELITY INTERMEDIATE BOND FUND (3) 102,324 shrs 1,041,784 1,055,981 100.00%
----------- ----------- ------
FIDELITY CAPITAL & INCOME FUND (3) 21,306 shrs 186,941 144,452 100.00%
----------- ----------- ------
FIDELITY U.S. BOND INDEX FUND (3) 40,155 shrs 429,812 433,671 100.00%
----------- ----------- ------
FIDELITY SPARTAN U.S. EQUITY
INDEX FUND (3) 58,021 shrs 2,362,128 2,357,989 100.00%
----------- ----------- ------
FIDELITY EQUITY INCOME FUND (1) (3) 193,334 shrs 8,658,940 9,428,885 100.00%
----------- ----------- ------
FIDELITY FUND (3) 63,098 shrs 2,122,308 1,822,270 100.00%
----------- ----------- ------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 9,572 shrs 403,768 357,818 100.00%
----------- ----------- ------
FIDELITY EQUITY INCOME II FUND (3) 6,566 shrs 162,941 138,077 100.00%
----------- ----------- ------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 11,746 shrs 217,355 217,541 100.00%
----------- ----------- ------
FIDELITY BALANCED FUND (3) 13,219 shrs 200,279 196,958 100.00%
----------- ----------- ------
FIDELITY PURITAN FUND (3) 6,946 shrs 125,750 122,742 100.00%
----------- ----------- ------
FIDELITY MAGELLAN FUND (1) (3) 163,429 shrs 16,442,521 17,032,610 100.00%
----------- ----------- ------
FIDELITY GROWTH COMPANY FUND (1) (3) 60,944 shrs 4,243,174 3,243,428 100.00%
----------- ----------- ------
FIDELITY OTC PORTFOLIO (3) 34,396 shrs 1,929,873 1,072,123 100.00%
----------- ----------- ------
FIDELITY CAPITAL APPRECIATION FUND (3) 6,871 shrs 179,160 141,191 100.00%
----------- ----------- ------
FIDELITY BLUE CHIP GROWTH FUND (3) 24,714 shrs 1,299,770 1,061,232 100.00%
----------- ----------- ------
FIDELITY LOW-PRICED STOCK FUND (3) 13,340 shrs 336,796 365,783 100.00%
----------- ----------- ------
FIDELITY SMALL CAP INDEPENDENCE FUND (3) 14,416 shrs 232,168 242,193 100.00%
----------- ----------- ------
FIDELITY VALUE FUND (3) 7,469 shrs 360,055 384,704 100.00%
----------- ----------- ------
FIDELITY OVERSEAS FUND (3) 23,615 shrs 855,075 647,523 100.00%
----------- ----------- ------
- 19 -
UGI UTILITIES, INC. SAVINGS PLAN
ITEM 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (CONTINUED)
December 31, 2001
--------------------------------------------------------------------
Number of
Shares or Fair Value /
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- -------------- ----------- ------------ -------------
FIDELITY WORLDWIDE FUND (3) 7,359 shrs 123,947 107,879 100.00%
----------- ----------- ------------
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 6,504 shrs 162,180 122,007 100.00%
----------- ----------- ------------
FIDELITY FREEDOM INCOME FUND (3) 3,968 shrs 44,412 43,376 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2000 FUND (3) 18,451 shrs 225,196 212,550 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2010 FUND (3) 39,471 shrs 547,038 497,724 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2020 FUND (3) 44,595 shrs 647,944 561,006 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2030 FUND (3) 22,028 shrs 351,307 276,673 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2040 FUND (3) 1,119 shrs 8,281 8,271 100.00%
----------- ----------- ------------
UGI COMMON STOCK FUND (1) (3)
UGI Corporation Unitized Stock Fund 316,223 units 2,964,356 4,047,651 98.62%
Dividends receivable $ 56,720 56,720 56,720 1.38%
----------- ----------- ------------
3,021,076 4,104,371 100.00%
----------- ----------- ------------
PARTICIPANT LOANS
Loan principal outstanding (3)(4) -- 1,640,122 100.00%
----------- ----------- ------------
Total - all funds $58,953,385 $60,072,556
----------- -----------
- --------------------------------------------------------------------------------------------------------------
(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, 2001 range from 6.00%
to 10.50%.
- 20 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
EIN #23-2786294 PLAN NUMBER 002
FINANCIAL STATEMENTS
for the years ended December 31, 2001 and 2000
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
Reports of Independent Public Accountants 2 - 3
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2001 and 2000 4
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2001 and 2000 5
Notes to Financial Statements 6 - 20
Item 4(i) - Schedule of Assets (Held at End of Year) 21 - 22
- 1 -
REPORT OF INDEPENDENT ACCOUNTANTS
To the Benefits Committee of
AmeriGas Propane, Inc.
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the AmeriGas Propane, Inc. Savings Plan (the "Plan") at December 31, 2001 and
the changes in net assets available for benefits for the year ended December 31,
2001 in conformity with accounting principles generally accepted in the United
States of America. 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 audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
Our audit was conducted 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 audit 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.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 21, 2002
- 2 -
THIS REPORT IS A COPY OF THE PREVIOUSLY ISSUED ACCOUNTANT'S REPORT OF
ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Committee of
AmeriGas Propane, Inc.:
We have audited the accompanying statements of net assets available for benefits
of the AmeriGas Propane, Inc. Savings Plan (the "Plan") as of December 31, 2000
and 1999, and the related statements of changes in net assets available for
benefits for the years ended December 31, 2000 and 1999. These financial
statements and the supplemental schedule referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and the supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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 the Plan as of
December 31, 2000 and 1999 and the changes in net assets available for benefits
for the years ended December 31, 2000 and 1999, in accordance with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes 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. 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.
Arthur Andersen LLP
Philadelphia, Pennsylvania
June 22, 2001
- 3 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2001 2000
------------- --------------
Investments (Note 3) $154,153,011 $158,867,753
Loans to participants 3,866,812 3,590,538
------------ ------------
Net assets available for benefits $158,019,823 $162,458,291
============ ============
See accompanying notes to financial statements.
- 4 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
2001 2000
---------------- --------------
Participants' contributions $ 8,212,544 $ 8,144,221
Participants' rollover contributions 5,347,983 64,574
Company contributions 4,981,683 4,951,355
Investment income (loss):
Dividends 4,524,621 10,550,076
Net depreciation in value of investments (13,479,400) (13,576,596)
Plan administration expenses and loan administration fees (33,453) (124,509)
Other, primarily interest on loans 318,620 312,828
Net transfers of participants' balances 33,449 (185,603)
Distributions to participants (14,344,515) (17,500,334)
------------- -------------
Net decrease (4,438,468) (7,363,988)
Net assets available for benefits - beginning of year 162,458,291 169,822,279
------------- -------------
Net assets available for benefits - end of year $ 158,019,823 $ 162,458,291
============= =============
See accompany notes to financial statements.
- 5 -
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, 2001 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 Company's Compensation/Pension
Committee.
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 15%, in whole
percentages, of eligible compensation. Calendar year contribution amounts are
subject to limits prescribed by the Internal Revenue Code (IRC). A participant
may increase, reduce or suspend his or her contributions at any time by calling
Fidelity Institutional Retirement Services Co. (FIRSCO).
Effective January 1, 2002, the Plan was amended as permitted by the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("the Act") to allow
participants 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. The Plan was also amended as permitted by the Act to allow 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 2002 is $1,000, increasing $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
-6-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
another plan qualified under Section 401(a) of the IRC. Effective
January 1, 2002 the Plan accepts rollovers from after-tax contributions as
permitted under the Act.
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. In
conjunction with the implementation of a short-term cost savings program, the
Plan was amended to provide that, for the period March 1, 2002 to September 30,
2002, the Company contribution rate will be 25% of contributions made by each
eligible participant for each payroll period up to a total of 5% of the
participant's eligible compensation.
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 accounts 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 on behalf of the 2001 Plan Year and the 2000 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.
-7-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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; and (vi) the Voluntary
Participant Contribution Account, each as defined in the Plan document. A
participant is fully vested in the portion of his or her account attributable to
Company contributions upon the earlier of (i) the completion of five years of
service or (ii) 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.
Effective January 1, 2002 as permitted by the Act, the Plan was amended to
implement a revised vesting schedule. Participants will vest 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.
A participant who terminates employment before he or she is vested will forfeit
nonvested amounts attributable to Company contributions. These forfeited amounts
remain in the Plan and are available to reduce future Company contributions. For
the 2001 Plan Year and 2000 Plan Year, forfeitures of $317,290 and $163,726,
respectively, were used to reduce Company contributions. During the 2001 Plan
Year and 2000 Plan Year, $301,957 and $248,374, respectively, were forfeited
from participant accounts. During the 2000 Plan Year, forfeitures of $90,315,
were also used to pay certain plan administrative expenses. As of December 31,
2001 and 2000, there were $109,054 and $115,700, 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.
References to "Fidelity" below refer to investment funds managed by Fidelity
Management and Research (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.
-8-
AMERIGAS PROPANE, 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 guaranteed investment contracts offered 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 U.S. dollar-denominated 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 current 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.
-9-
AMERIGAS PROPANE, 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.
-10-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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.
-11-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- - 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 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.
-12-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Asset Allocation Funds
- - Fidelity Freedom Income Fund - Fidelity Freedom 2020 Fund
- - Fidelity Freedom 2000 Fund - Fidelity Freedom 2030 Fund
- - Fidelity Freedom 2010 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 total return
over an extended period of time.
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.
-13-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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
distribution of the proceeds of liquidation of 100% of the vested balance of the
participant's account. Generally, the account will be distributed to the
beneficiary as soon as practicable following the date of 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.
-14-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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.
-15-
AMERIGAS PROPANE, 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 Company. The Company currently pays Plan
administrative expenses directly or from forfeited Company contributions. Loan
administration fees are charged to 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, 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, and a pro rata portion of unvoted shares. 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. Guaranteed 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.
-16-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
Transfers of participant balances represent amounts transferred to or from the
UGI Utilities, Inc. Savings Plan, an affiliate plan.
The preparation of financial statements in conformity with generally accepted
accounting principles 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.
-17-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at December 31, 2001 and 2000 are
as follows:
December 31,
2001 2000
------------- ------------
Fidelity Cash Reserves Fund (shares -- 23,133,502 and 23,018,689, respectively) $23,133,502* $23,018,689*
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 17,771,595 and
16,856,844, respectively) 17,771,595* 16,856,844*
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 453,215 and 399,977, respectively) 4,677,179 4,015,779
----------- -----------
Fidelity Capital and Income Fund (shares -- 77,789 and 93,023, respectively) 527,411 719,069
----------- -----------
Fidelity U.S. Bond Index Fund (shares -- 80,824 and 34,425, respectively) 872,900 364,562
----------- -----------
Fidelity Spartan U.S. Equity Index Fund (shares -- 126,390 and 116,363, respectively) 5,136,496 5,446,963
----------- -----------
Fidelity Equity Income Fund (shares -- 506,008 and 491,110, respectively) 24,678,015* 26,240,050*
----------- -----------
Fidelity Fund (shares -- 167,447 and 160,328, respectively) 4,835,866 5,252,360
----------- -----------
Fidelity Growth & Income Portfolio (shares -- 39,180 and 21,823, respectively) 1,464,558 918,760
----------- -----------
Fidelity Equity Income II Fund (shares -- 15,891 and 8,476, respectively) 334,197 202,228
----------- -----------
Fidelity Real Estate Investment Portfolio (shares -- 29,477 and 7,333, respectively) 545,917 135,662
----------- -----------
Fidelity Balanced Fund (shares -- 93,193 and 60,323, respectively) 1,388,577 916,307
----------- -----------
Fidelity Puritan Fund (shares -- 44,060 and 23,343, respectively) 778,539 439,561
----------- -----------
Fidelity Magellan Fund (shares -- 368,759 and 372,045, respectively) 38,432,081* 44,384,922*
----------- -----------
Fidelity Growth Company Fund (shares -- 179,015 and 175,109, respectively) 9,527,204* 12,508,055*
----------- -----------
Fidelity OTC Portfolio (shares -- 49,603 and 48,968, respectively) 1,546,120 2,010,151
----------- -----------
Fidelity Capital Appreciation Fund (shares -- 19,563 and 15,533, respectively) 402,023 345,299
----------- -----------
Fidelity Blue Chip Growth Fund (shares -- 46,177 and 37,364, respectively) 1,982,833 1,925,372
----------- -----------
Fidelity Low-Priced Stock Fund (shares -- 25,494 and 6,829, respectively) 699,032 157,875
----------- -----------
Fidelity Small Cap Independence Fund (shares -- 12,584 and 12,358, respectively) 211,409 200,566
----------- -----------
- 18 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
December 31, December 31,
2001 2000
------------- ------------
Fidelity Value Fund (shares -- 13,366 and 4,048, respectively) 688,490 187,642
------------ ------------
Fidelity Overseas Fund (shares -- 58,148 and 55,142, respectively) 1,594,409 1,895,245
------------ ------------
Fidelity Worldwide Fund (shares -- 12,040 and 8,452, respectively) 176,507 132,107
------------ ------------
Fidelity International Growth and Income Fund (shares -- 22,601 and 16,311, respectively) 423,998 370,589
------------ ------------
Fidelity Freedom Income Fund (shares -- 14,648 and 11,402, respectively) 160,107 127,363
------------ ------------
Fidelity Freedom 2000 Fund (shares -- 60,607 and 76,096, respectively) 698,192 898,694
------------ ------------
Fidelity Freedom 2010 Fund (shares -- 196,799 and 171,334, respectively) 2,481,637 2,371,256
------------ ------------
Fidelity Freedom 2020 Fund (shares -- 195,031 and 160,943, respectively) 2,453,486 2,343,324
------------ ------------
Fidelity Freedom 2030 Fund (shares -- 92,388 and 63,972, respectively) 1,160,397 959,580
------------ ------------
Fidelity Freedom 2040 Fund (shares -- 6,421 and 172, respectively) 47,450 1,505
------------ ------------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 408,385 and 320,594, respectively) 5,251,830 3,468,822
Dividends receivable 71,054 52,552
------------ ------------
5,322,884 3,521,374
------------ ------------
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 $154,153,011 $158,867,753
============ ============
Total trust investments - cost $154,407,290 $146,447,182
============ ============
* - Investment represents five percent or more of net assets available for
benefits.
The net appreciation (depreciation) in fair value of investments during the
years ended December 31, 2001 and 2000 by major investment category follows:
Year ended December 31,
2001 2000
------------- -------------
Registered investment company mutual funds $(14,295,680) $(14,227,043)
UGI Common Stock Fund 816,280 650,447
------------ ------------
$(13,479,400) $(13,576,596)
============ ============
- 19 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During the 2001 Plan Year and 2000 Plan Year, the Plan purchased, at market
prices, 19,523 and 19,662 shares of UGI Corporation Common Stock directly from
UGI Corporation for $526,830 and $428,631, respectively.
The Plan's principal financial instruments subject to credit risk are the
investments of the separate investment funds. The degree and concentration of
credit risk varies by fund depending upon the type and diversity of investments.
The Schedule of Assets (Held at End of Year) depicts the types of investment
funds available and the proportionate share of assets held in each particular
investment option.
4. FEDERAL INCOME TAX STATUS
On July 31, 1995, the Internal Revenue Service issued a favorable determination
letter concerning the qualified status of the Plan in effect as of September 30,
1994 under Section 401(a) of the IRC. The Plan has since been amended, and on
February 28, 2002 a new application was made to the Internal Revenue Service for
an advance determination as to whether the Plan, as amended, meets the
qualification requirements 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. ACQUISITION OF COLUMBIA PROPANE
On August 21, 2001, the Company, through its second-tier operating subsidiary,
AmeriGas Propane, L.P., acquired the propane distribution businesses of Columbia
Energy Group (Columbia Propane). The acquired businesses comprised the seventh
largest retail marketer of propane in the United States. Employees of Columbia
Propane who became employees of the Company received credit for service with
Columbia Propane for vesting purposes. In addition, such employees, were offered
the opportunity to elect a rollover of their eligible account balance in
Columbia Savings Plan, including (through October 12, 2001) any loans
outstanding, to the Plan. These rollovers are included in participants' rollover
contributions on the 2001 Statement of Changes in Net Assets Available for
Benefits.
-20-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001
------------------------------------------------------------
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) 23,133,502 shrs $23,133,502 $23,133,502 100.00%
----------- ----------- ---------------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 17,771,595 shrs 17,771,595 17,771,595 100.00%
----------- ----------- ---------------
FIDELITY INTERMEDIATE BOND FUND (3) 453,215 shrs 4,588,832 4,677,179 100.00%
----------- ----------- ---------------
FIDELITY CAPITAL AND INCOME FUND (3) 77,789 shrs 672,309 527,411 100.00%
----------- ----------- ---------------
FIDELITY U.S. BOND INDEX FUND (3) 80,824 shrs 862,183 872,900 100.00%
----------- ----------- ---------------
FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 126,390 shrs 5,034,193 5,136,496 100.00%
----------- ----------- ---------------
FIDELITY EQUITY INCOME FUND (1) (3) 506,008 shrs 22,812,984 24,678,015 100.00%
----------- ----------- ---------------
FIDELITY FUND (3) 167,447 shrs 5,461,450 4,835,866 100.00%
----------- ----------- ---------------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 39,180 shrs 1,599,668 1,464,558 100.00%
----------- ----------- ---------------
FIDELITY EQUITY INCOME II FUND (3) 15,891 shrs 388,828 334,197 100.00%
----------- ----------- ---------------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 29,477 shrs 536,372 545,917 100.00%
----------- ----------- ---------------
FIDELITY BALANCED FUND (3) 93,193 shrs 1,426,861 1,388,577 100.00%
----------- ----------- ---------------
FIDELITY PURITAN FUND (3) 44,060 shrs 809,915 778,539 100.00%
----------- ----------- ---------------
FIDELITY MAGELLAN FUND (1) (3) 368,759 shrs 36,028,383 38,432,081 100.00%
----------- ----------- ---------------
FIDELITY GROWTH COMPANY FUND (1) (3) 179,015 shrs 11,281,230 9,527,204 100.00%
----------- ----------- ---------------
FIDELITY OTC PORTFOLIO (3) 49,603 shrs 2,614,423 1,546,120 100.00%
----------- ----------- ---------------
FIDELITY CAPITAL APPRECIATION FUND (3) 19,563 shrs 485,396 402,023 100.00%
----------- ----------- ---------------
FIDELITY BLUE CHIP GROWTH FUND (3) 46,177 shrs 2,405,816 1,982,833 100.00%
----------- ----------- ---------------
FIDELITY LOW-PRICED STOCK FUND (3) 25,494 shrs 630,060 699,032 100.00%
----------- ----------- ---------------
FIDELITY SMALL CAP INDEPENDENCE FUND (3) 12,584 shrs 200,597 211,409 100.00%
----------- ----------- ---------------
FIDELITY VALUE FUND (3) 13,366 shrs 630,874 688,490 100.00%
----------- ----------- ---------------
FIDELITY OVERSEAS FUND (3) 58,148 shrs 2,115,845 1,594,409 100.00%
----------- ----------- ---------------
-21-
AMERIGAS PROPANE, INC.
SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued)
December 31, 2001
--------------------------------------------------------------
Number of
Shares or Fair Value/
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- -------------- ------------ ------------- --------------
FIDELITY WORLDWIDE FUND (3) 12,040 shrs 202,332 176,507 100.00%
------------ ------------ ---------------
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 22,601 shrs 558,691 423,998 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM INCOME FUND (3) 14,648 shrs 163,965 160,107 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM 2000 FUND (3) 60,607 shrs 731,648 698,192 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM 2010 FUND (3) 196,799 shrs 2,716,420 2,481,637 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM 2020 FUND (3) 195,031 shrs 2,895,212 2,453,486 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM 2030 FUND (3) 92,388 shrs 1,382,638 1,160,397 100.00%
------------ ------------ ---------------
FIDELITY FREEDOM 2040 FUND (3) 6,421 shrs 50,110 47,450 100.00%
------------ ------------ ---------------
UGI COMMON STOCK FUND (3)
UGI Corporation Unitized Stock Fund 408,385 units 4,143,904 5,251,830 98.67%
Dividends receivable $ 71,054 71,054 71,054 1.33%
------------ ------------ ---------------
4,214,958 5,322,884 100.00%
------------ ------------ ---------------
PARTICIPANT LOANS
Loan principal outstanding (6.0% - 10.5%) (3) (4) -- 3,866,812 100.00%
------------ ------------ ---------------
Total - all funds $154,407,290 $158,019,823
============ ============
- --------------------------------------------------------------------------------------------------------------------
(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, 2001.
-22-