EXHIBIT 99.2
UGI UTILITIES, INC.
SAVINGS PLAN
EIN #23-1174060 PLAN NUMBER 008
FINANCIAL STATEMENTS
for the years ended December 31, 2002 and 2001
UGI UTILITIES, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
-------
Report of Independent Auditors 2
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2002 and 2001 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2002 and 2001 4
Notes to Financial Statements 5 to 17
Item 4(i) - Schedule of Assets (Held at End of Year) 18 to 19
- 1 -
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of
UGI Utilities, Inc. Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of UGI Utilities, Inc. Savings Plan (the "Plan") at December 31, 2002 and 2001,
and the changes in net assets available for benefits for the years ended
December 31, 2002 and 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 audits. We conducted our
audits 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 audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of 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.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 23, 2003
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UGI UTILITIES, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
----------------------------
2002 2001
------------ ------------
Investments (Note 3) $ 54,121,195 $ 58,432,434
Loans to participants 1,605,663 1,640,122
Employers' contributions receivable 1,313,094 1,183,098
------------ ------------
Net assets available for benefits $ 57,039,952 $ 61,255,654
============ ============
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,
---------------------------------
2002 2001
------------ ------------
Participants' contributions $ 4,339,074 $ 4,170,091
Rollover contributions 54,826 218,534
Employers' contributions 1,313,094 1,183,098
Investment income (loss):
Dividends 1,237,263 1,655,507
Net depreciation in value of investments (8,409,768) (5,256,946)
Other, primarily interest on loans 122,806 132,990
Net transfers of participants' balances (66,839) (33,449)
Distributions to participants (2,806,158) (1,730,256)
------------ ------------
Net (decrease) increase (4,215,702) 339,569
Net assets available for benefits - beginning of year 61,255,654 60,916,085
------------ ------------
Net assets available for benefits - end of year $ 57,039,952 $ 61,255,654
============ ============
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, 2002 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. Certain contribution and other provisions of the Plan were
amended as of January 1, 2002 as permitted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 (the Act). Effective January 1, 2002, 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. During the 2001 Plan Year, a participant could 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,
during the 2001 Plan Year a participant could 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 did 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) and the Plan,
respectively. For the 2002 and 2001 Plan Years, the IRC before-tax contribution
limits were $11,000 and $10,500, respectively. For the 2002 and 2001 Plan Years,
the after-tax contribution limits set by the Plan were $12,000 and $10,200,
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).
Effective January 1, 2002, 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
2002 Plan Year was $1,000, which amount shall increase $1,000 per year through
2006. Catch-up contributions are not eligible for the Employer 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
- 5 -
UGI UTILITIES, 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 after-tax rollover contributions as permitted under the
Act.
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 2002 Plan Year and the 2001 Plan Year, which
were made in January 2003 and January 2002, 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. Prior to January 1, 2002, a participant was fully
vested in the portion of his or her account attributable to Employers' matching
contributions upon the completion of 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 2002 and 2001 Plan Years, forfeitures of $19,082 and
$25,892, respectively, were used to reduce the Employers' contributions. During
the 2002 Plan Year and the 2001 Plan Year, $29,742 and $30,184, respectively,
were forfeited from participants' accounts. As of December 31, 2002 and 2001,
there were $17,438 and $6,234, 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
- 6 -
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 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.
- 7 -
UGI UTILITIES, 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 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.
- 8 -
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- - 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.
- - 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.
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UGI UTILITIES, 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.
Fidelity Freedom 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 current
income and capital appreciation.
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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. During the 2002
Plan Year, the UGI Common Stock Fund increased its temporary cash investments to
mitigate the potential need to defer redemptions.
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 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.
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UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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. 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.
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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, to correct errors
or omissions in the Plan document, or to facilitate the administration of the
Plan, 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.
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 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.
- 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, 2002 and 2001 are as
follows:
December 31,
2002 2001
----------- -----------
Fidelity Cash Reserves Fund (shares -- 3,539,954 and 3,374,931, respectively) $ 3,539,954 * $ 3,374,931 *
----------- -----------
Fidelity Managed Income Portfolio II Fund (shares -- 9,936,543 and
8,656,475, respectively) 9,936,543 * 8,656,475 *
----------- -----------
Fidelity Intermediate Bond Fund (shares -- 110,560 and 102,324, respectively) 1,186,305 1,055,981
----------- -----------
Fidelity Capital & Income Fund ( shares -- 22,902 and 21,306, respectively) 143,827 144,452
----------- -----------
Fidelity U.S. Bond Index Fund (shares -- 66,454 and 40,155, respectively) 746,938 433,671
----------- -----------
Fidelity Balanced Fund (shares -- 17,376 and 13,219, respectively) 230,924 196,958
----------- -----------
Fidelity Puritan Fund (shares -- 17,242 and 6,946, respectively) 272,255 122,742
----------- -----------
Fidelity Spartan U.S. Equity Index Fund (shares -- 63,353 and
58,021, respectively) 1,973,458 2,357,989
----------- -----------
Fidelity Equity Income Fund (shares -- 194,262 and 193,334, respectively) 7,706,386 * 9,428,885 *
----------- -----------
Fidelity Fund (shares -- 61,191 and 63,098, respectively) 1,362,123 1,822,270
----------- -----------
Fidelity Growth & Income Portfolio (shares -- 10,204 and 9,572, respectively) 309,277 357,818
----------- -----------
Fidelity Equity Income II Fund (shares -- 10,202 and 6,566, respectively) 177,409 138,077
----------- -----------
Fidelity Real Estate Investment Portfolio (shares -- 21,230 and 11,746, respectively) 390,413 217,541
----------- -----------
Fidelity Magellan Fund (shares -- 163,165 and 163,429, respectively) 12,883,530 * 17,032,610 *
----------- -----------
Fidelity Growth Company Fund (shares -- 61,493 and 60,944, respectively) 2,178,077 3,243,428 *
----------- -----------
Fidelity OTC Portfolio (shares -- 33,969 and 34,396, respectively) 812,209 1,072,123
----------- -----------
Fidelity Capital Appreciation Fund (shares -- 6,488 and 6,871, respectively) 104,980 141,191
----------- -----------
Fidelity Blue Chip Growth Fund (shares -- 26,037 and 24,714, respectively) 831,633 1,061,232
----------- -----------
Fidelity Low-Priced Stock Fund (shares -- 33,670 and 13,340, respectively) 847,478 365,783
----------- -----------
Fidelity Small Cap Independence Fund (shares -- 18,325 and 14,416, respectively) 243,723 242,193
----------- -----------
Fidelity Value Fund (shares -- 11,591 and 7,469, respectively) 537,723 384,704
----------- -----------
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UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
December 31,
2002 2001
----------- -----------
Fidelity Overseas Fund (shares -- 24,353 and 23,615, respectively) 535,772 647,523
----------- -----------
Fidelity Worldwide Fund (shares -- 8,607 and 7,359, respectively) 102,256 107,879
----------- -----------
Fidelity International Growth & Income Fund (shares -- 7,861 and
6,504, respectively) 132,226 122,007
----------- -----------
Fidelity Freedom Income Fund (shares -- 3,891 and 3,968, respectively) 41,245 43,376
----------- -----------
Fidelity Freedom 2000 Fund (shares -- 5,471 and 18,451, respectively) 60,234 212,550
----------- -----------
Fidelity Freedom 2010 Fund (shares -- 53,029 and 39,471, respectively) 606,650 497,724
----------- -----------
Fidelity Freedom 2020 Fund (shares -- 46,672 and 44,595, respectively) 496,585 561,006
----------- -----------
Fidelity Freedom 2030 Fund (shares -- 19,224 and 22,028, respectively) 196,858 276,673
----------- -----------
Fidelity Freedom 2040 Fund (shares -- 3,256 and 1,119, respectively) 19,078 8,271
----------- -----------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 345,352 and 316,223,
respectively) 5,456,559 * 4,047,651 *
Dividends receivable 58,567 56,720
----------- -----------
5,515,126 4,104,371
----------- -----------
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 $54,121,195 $58,432,434
=========== ===========
Total trust investments - cost $61,857,272 $58,953,385
=========== ===========
* - Investment represents five percent or more of the net assets
available for benefits.
The net (depreciation) appreciation in fair value of investments during the
years ended December 31, 2002 and 2001 by major investment category follows:
Year Year
Ended Ended
December 31, December 31,
2002 2001
----------- -----------
Registered investment company mutual funds $(9,386,100) $(5,960,005)
UGI Common Stock Fund 976,332 703,059
----------- -----------
Total net depreciation in fair value $(8,409,768) $(5,256,946)
=========== ===========
- 16 -
UGI UTILITIES, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During the 2002 Plan Year and the 2001 Plan Year, the Plan purchased, at market
prices, 7,842 and 8,114 shares of UGI Corporation Common Stock directly from UGI
Corporation for $250,364 and $213,277, 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.
- 17 -
UGI UTILITIES, INC. SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
----------------------------------------------------
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) 3,539,954 shrs $ 3,539,954 $ 3,539,954 100.00%
----------- ----------- ------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 9,936,543 shrs 9,936,543 9,936,543 100.00%
----------- ----------- ------
FIDELITY INTERMEDIATE BOND FUND (3) 110,560 shrs 1,130,597 1,186,305 100.00%
----------- ----------- ------
FIDELITY CAPITAL & INCOME FUND (3) 22,902 shrs 189,200 143,827 100.00%
----------- ----------- ------
FIDELITY U.S. BOND INDEX FUND (3) 66,454 shrs 724,213 746,938 100.00%
----------- ----------- ------
FIDELITY BALANCED FUND (3) 17,376 shrs 258,483 230,924 100.00%
----------- ----------- ------
FIDELITY PURITAN FUND (3) 17,242 shrs 303,164 272,255 100.00%
----------- ----------- ------
FIDELITY SPARTAN U.S. EQUITY
INDEX FUND (3) 63,353 shrs 2,510,129 1,973,458 100.00%
----------- ----------- ------
FIDELITY EQUITY INCOME FUND (1) (3) 194,262 shrs 8,659,632 7,706,386 100.00%
----------- ----------- ------
FIDELITY FUND (3) 61,191 shrs 1,978,937 1,362,123 100.00%
----------- ----------- ------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 10,204 shrs 403,761 309,277 100.00%
----------- ----------- ------
FIDELITY EQUITY INCOME II FUND (3) 10,202 shrs 229,857 177,409 100.00%
----------- ----------- ------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 21,230 shrs 391,762 390,413 100.00%
----------- ----------- ------
FIDELITY MAGELLAN FUND (1) (3) 163,165 shrs 16,115,317 12,883,530 100.00%
----------- ----------- ------
FIDELITY GROWTH COMPANY FUND (3) 61,493 shrs 3,989,959 2,178,077 100.00%
----------- ----------- ------
FIDELITY OTC PORTFOLIO (3) 33,969 shrs 1,741,918 812,209 100.00%
----------- ----------- ------
FIDELITY CAPITAL APPRECIATION FUND (3) 6,488 shrs 154,135 104,980 100.00%
----------- ----------- ------
FIDELITY BLUE CHIP GROWTH FUND (3) 26,037 shrs 1,291,032 831,633 100.00%
----------- ----------- ------
FIDELITY LOW-PRICED STOCK FUND (3) 33,670 shrs 917,370 847,478 100.00%
----------- ----------- ------
FIDELITY SMALL CAP INDEPENDENCE FUND (3) 18,325 shrs 293,881 243,723 100.00%
----------- ----------- ------
FIDELITY VALUE FUND (3) 11,591 shrs 584,819 537,723 100.00%
----------- ----------- ------
FIDELITY OVERSEAS FUND (3) 24,353 shrs 843,371 535,772 100.00%
----------- ----------- ------
- 18 -
UGI UTILITIES, INC. SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (CONTINUED)
December 31, 2002
------------------------------------------------------------
Number of
Shares or Fair Value/
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- -------------- ----------- ----------- -------------
FIDELITY WORLDWIDE FUND (3) 8,607 shrs 138,629 102,256 100.00%
----------- ----------- ------------
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 7,861 shrs 178,176 132,226 100.00%
----------- ----------- ------------
FIDELITY FREEDOM INCOME FUND (3) 3,891 shrs 43,006 41,245 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2000 FUND (3) 5,471 shrs 69,515 60,234 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2010 FUND (3) 53,029 shrs 708,752 606,650 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2020 FUND (3) 46,672 shrs 641,442 496,585 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2030 FUND (3) 19,224 shrs 283,328 196,858 100.00%
----------- ----------- ------------
FIDELITY FREEDOM 2040 FUND (3) 3,256 shrs 22,330 19,078 100.00%
----------- ----------- ------------
UGI COMMON STOCK FUND (1) (3)
UGI Corporation Unitized Stock Fund 345,352 units 3,525,493 5,456,559 98.94%
Dividends receivable $ 58,567 58,567 58,567 1.06%
----------- ----------- ------------
3,584,060 5,515,126 100.00%
----------- ----------- ------------
PARTICIPANT LOANS
Loan principal outstanding (3)(4) - 1,605,663 100.00%
----------- ----------- ------------
Total - all funds $61,857,272 $55,726,858
=========== ===========
- ----------------------------------
(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, 2002 range from
5.25% to 10.50%.
- 19 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
EIN #23-2786294 PLAN NUMBER 002
FINANCIAL STATEMENTS
for the years ended December 31, 2002 and 2001
AMERIGAS PROPANE, INC.
SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Page(s)
-------
Report of Independent Auditors 2
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 2002 and 2001 3
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 2002 and 2001 4
Notes to Financial Statements 5 - 18
Item 4(i) - Schedule of Assets (Held at End of Year) 19 - 20
- 1 -
REPORT OF INDEPENDENT AUDITORS
To the Participants and Administrator of
AmeriGas Propane, Inc. Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements 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, 2002 and
2001 and the changes in net assets available for benefits for the years ended
December 31, 2002 and 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 audits. We conducted our
audits 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 audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of 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.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 20, 2003
- 2 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2002 2001
------------- -------------
Investments (Note 3) $ 137,724,658 $ 154,153,011
Loans to participants 4,043,552 3,866,812
------------- -------------
Net assets available for benefits $ 141,768,210 $ 158,019,823
============= =============
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,
2002 2001
------------- -------------
Participants' contributions $ 8,904,183 $ 8,212,544
Participants' rollover contributions 488,335 5,347,983
Company contributions 2,935,432 4,981,683
Investment income (loss):
Dividends 2,954,612 4,524,621
Net depreciation in value of investments (21,004,618) (13,479,400)
Administration fees (36,661) (33,453)
Other, primarily interest on loans 306,588 318,620
Net transfers of participants' balances 61,592 33,449
Distributions to participants (10,861,076) (14,344,515)
------------- -------------
Net decrease (16,251,613) (4,438,468)
Net assets available for benefits - beginning of year 158,019,823 162,458,291
------------- -------------
Net assets available for benefits - end of year $ 141,768,210 $ 158,019,823
============= =============
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, 2002 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. Certain contribution and other provisions of the Plan were
amended as of January 1, 2002 as permitted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("the Act"). Effective January 1, 2002, 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. During the 2001 Plan Year, a participant could 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). For the 2002 and 2001 Plan Years, the IRC before-tax contribution
limits were $11,000 and $10,500, respectively. A participant may increase,
reduce or suspend his or her contributions at any time by contacting Fidelity
Institutional Retirement Services Co. (FIRSCO).
Effective January 1, 2002, 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
2002 Plan Year was $1,000, 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. Effective
January 1, 2002, the Plan accepts rollovers from after-tax contributions as
permitted under the Act.
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
- 5 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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
lower the Company contribution rate to 25% of contributions made by each
eligible participant for each payroll period up to a total of 5% of the
participant's eligible compensation for the period March 1, 2002 to September
30, 2002.
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 in respect of the 2002 Plan Year or the 2001 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; 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 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
- 6 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 Company contributions, among other things.
These forfeited amounts remain in the Plan and are available to reduce future
Company contributions. For the 2002 Plan Year and 2001 Plan Year, forfeitures of
$289,426 and $317,290, respectively, were used to reduce Company contributions.
During the 2002 Plan Year and 2001 Plan Year, $264,088 and $301,957,
respectively, were forfeited from participant accounts. As of December 31, 2002
and 2001, there were $85,744 and $109,054, respectively, of forfeitures
remaining in the Plan.
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 the
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.
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.
- 7 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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 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.
- 8 -
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 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.
- 9 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
- - 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.
- - 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.
- 10 -
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.
Fidelity Freedom 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
- 11 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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. During the 2002 Plan Year,
the UGI Common Stock Fund increased its temporary cash investments to mitigate
the potential need to defer redemptions.
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
- 12 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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.
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.
- 13 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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, to correct errors
or omissions in the Plan document, or to facilitate the administration of the
Plan, 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. 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
- 14 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
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, 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.
- 15 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS
The components of trust investments by fund at December 31, 2002 and 2001 are as
follows:
December 31,
2002 2001
------------ ------------
Fidelity Cash Reserves Fund (shares -- 22,711,199 and 23,133,502, respectively) $ 22,711,199 * $ 23,133,502 *
------------ ------------
Fidelity Managed Income Portfolio II Fund (shares -- 19,280,093 and
17,771,595, respectively) 19,280,093 * 17,771,595 *
------------ ------------
Fidelity Intermediate Bond Fund (shares -- 539,879 and 453,215, respectively) 5,792,901 4,677,179
------------ ------------
Fidelity Capital and Income Fund (shares -- 80,977 and 77,789, respectively) 508,536 527,411
------------ ------------
Fidelity U.S. Bond Index Fund (shares -- 150,516 and 80,824, respectively) 1,691,801 872,900
------------ ------------
Fidelity Balanced Fund (shares -- 111,558 and 93,193, respectively) 1,482,606 1,388,577
------------ ------------
Fidelity Puritan Fund (shares -- 49,604 and 44,060, respectively) 783,241 778,539
------------ ------------
Fidelity Spartan U.S. Equity Index Fund (shares -- 127,374 and 126,390, respectively) 3,967,686 5,136,496
------------ ------------
Fidelity Equity Income Fund (shares -- 486,210 and 506,008, respectively) 19,287,947 * 24,678,015 *
------------ ------------
Fidelity Fund (shares -- 165,267 and 167,447, respectively) 3,678,835 4,835,866
------------ ------------
Fidelity Growth & Income Portfolio (shares -- 49,844 and 39,180, respectively) 1,510,785 1,464,558
------------ ------------
Fidelity Equity Income II Fund (shares -- 19,110 and 15,891, respectively) 332,320 334,197
------------ ------------
Fidelity Real Estate Investment Portfolio (shares -- 59,358 and 29,477, respectively) 1,091,602 545,917
------------ ------------
Fidelity Magellan Fund (shares -- 355,694 and 368,759, respectively) 28,085,624 * 38,432,081 *
------------ ------------
Fidelity Growth Company Fund (shares -- 176,545 and 179,015, respectively) 6,253,226 9,527,204 *
------------ ------------
Fidelity OTC Portfolio (shares -- 48,533 and 49,603, respectively) 1,160,425 1,546,120
------------ ------------
Fidelity Capital Appreciation Fund (shares -- 24,271 and 19,563, respectively) 392,703 402,023
------------ ------------
Fidelity Blue Chip Growth Fund (shares -- 53,543 and 46,177, respectively) 1,710,155 1,982,833
------------ ------------
Fidelity Low-Priced Stock Fund (shares -- 53,457 and 25,494, respectively) 1,345,516 699,032
------------ ------------
Fidelity Small Cap Independence Fund (shares -- 25,259 and 12,584, respectively) 335,944 211,409
------------ ------------
- 16 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. TRUST INVESTMENTS (CONTINUED)
December 31, December 31,
2002 2001
------------ ------------
Fidelity Value Fund (shares -- 19,807 and 13,366, respectively) 918,868 688,490
------------ ------------
Fidelity Overseas Fund (shares -- 62,355 and 58,148, respectively) 1,371,801 1,594,409
------------ ------------
Fidelity Worldwide Fund (shares -- 13,507 and 12,040, respectively) 160,469 176,507
------------ ------------
Fidelity International Growth and Income Fund (shares -- 26,269 and 22,601, respectively) 441,847 423,998
------------ ------------
Fidelity Freedom Income Fund (shares -- 21,196 and 14,648, respectively) 224,674 160,107
------------ ------------
Fidelity Freedom 2000 Fund (shares -- 41,793 and 60,607, respectively) 460,138 698,192
------------ ------------
Fidelity Freedom 2010 Fund (shares -- 183,621 and 196,799, respectively) 2,100,621 2,481,637
------------ ------------
Fidelity Freedom 2020 Fund (shares -- 196,975 and 195,031, respectively) 2,095,818 2,453,486
------------ ------------
Fidelity Freedom 2030 Fund (shares -- 114,144 and 92,388, respectively) 1,168,830 1,160,397
------------ ------------
Fidelity Freedom 2040 Fund (shares -- 10,531 and 6,421, respectively) 61,712 47,450
------------ ------------
UGI Common Stock Fund
UGI Corporation Unitized Stock Fund (units -- 456,831 and 408,385, respectively) 7,240,748 * 5,251,830
Dividends receivable 75,987 71,054
------------ ------------
7,316,735 5,322,884
------------ ------------
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 $137,724,658 $154,153,011
============ ============
Total trust investments - cost $156,307,845 $154,407,290
============ ============
* - 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, 2002 and 2001 by major investment category follows:
Year ended December 31,
2002 2001
-------------- --------------
Registered investment company mutual funds $ (22,277,742) $ (14,295,680)
UGI Common Stock Fund 1,273,124 816,280
-------------- --------------
Total net depreciation in fair value $ (21,004,618) $ (13,479,400)
============== ==============
- 17 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
During the 2002 Plan Year and 2001 Plan Year, the Plan purchased, at market
prices, 20,463 and 19,523 shares of UGI Corporation Common Stock directly from
UGI Corporation for $676,145 and $526,830, 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.
- 18 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2002
---------------------------------------------------------------------
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) 22,711,199 shrs $ 22,711,199 $ 22,711,199 100.00%
------------ ------------ ------
FIDELITY MANAGED INCOME
PORTFOLIO II FUND (1) (3) 19,280,093 shrs 19,280,093 19,280,093 100.00%
------------ ------------ ------
FIDELITY INTERMEDIATE BOND FUND (3) 539,879 shrs 5,509,533 5,792,901 100.00%
------------ ------------ ------
FIDELITY CAPITAL AND INCOME FUND (3) 80,977 shrs 671,981 508,536 100.00%
------------ ------------ ------
FIDELITY U.S. BOND INDEX FUND (3) 150,516 shrs 1,645,884 1,691,801 100.00%
------------ ------------ ------
FIDELITY BALANCED FUND (3) 111,558 shrs 1,670,433 1,482,606 100.00%
------------ ------------ ------
FIDELITY PURITAN FUND (3) 49,604 shrs 891,283 783,241 100.00%
------------ ------------ ------
FIDELITY SPARTAN U.S. EQUITY INDEX FUND (3) 127,374 shrs 4,934,541 3,967,686 100.00%
------------ ------------ ------
FIDELITY EQUITY INCOME FUND (1) (3) 486,210 shrs 21,782,492 19,287,947 100.00%
------------ ------------ ------
FIDELITY FUND (3) 165,267 shrs 5,193,117 3,678,835 100.00%
------------ ------------ ------
FIDELITY GROWTH & INCOME
PORTFOLIO (3) 49,844 shrs 1,913,817 1,510,785 100.00%
------------ ------------ ------
FIDELITY EQUITY INCOME II FUND (3) 19,110 shrs 436,970 332,320 100.00%
------------ ------------ ------
FIDELITY REAL ESTATE INVESTMENT
PORTFOLIO (3) 59,358 shrs 1,100,150 1,091,602 100.00%
------------ ------------ ------
FIDELITY MAGELLAN FUND (1) (3) 355,694 shrs 34,100,589 28,085,624 100.00%
------------ ------------ ------
FIDELITY GROWTH COMPANY FUND (3) 176,545 shrs 10,470,835 6,253,226 100.00%
------------ ------------ ------
FIDELITY OTC PORTFOLIO (3) 48,533 shrs 2,387,994 1,160,425 100.00%
------------ ------------ ------
FIDELITY CAPITAL APPRECIATION FUND (3) 24,271 shrs 554,141 392,703 100.00%
------------ ------------ ------
FIDELITY BLUE CHIP GROWTH FUND (3) 53,543 shrs 2,551,520 1,710,155 100.00%
------------ ------------ ------
FIDELITY LOW-PRICED STOCK FUND (3) 53,457 shrs 1,424,002 1,345,516 100.00%
------------ ------------ ------
FIDELITY SMALL CAP INDEPENDENCE FUND (3) 25,259 shrs 406,696 335,944 100.00%
------------ ------------ ------
FIDELITY VALUE FUND (3) 19,807 shrs 980,697 918,868 100.00%
------------ ------------ ------
FIDELITY OVERSEAS FUND (3) 62,355 shrs 2,119,380 1,371,801 100.00%
------------ ------------ ------
- 19 -
AMERIGAS PROPANE, INC.
SAVINGS PLAN
Item 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR) (continued)
December 31, 2002
------------------------------------------------------------------
Number of
Shares or Fair Value/
Principal Contract
NAME OF ISSUER AND TITLE OF ISSUE Amount Cost Value % (2)
- --------------------------------- -------------- ------------- ------------- ------
FIDELITY WORLDWIDE FUND (3) 13,507 shrs 214,825 160,469 100.00%
------------- ------------- ------
FIDELITY INTERNATIONAL GROWTH
& INCOME FUND (3) 26,269 shrs 609,726 441,847 100.00%
------------- ------------- ------
FIDELITY FREEDOM INCOME FUND (3) 21,196 shrs 233,613 224,674 100.00%
------------- ------------- ------
FIDELITY FREEDOM 2000 FUND (3) 41,793 shrs 500,347 460,138 100.00%
------------- ------------- ------
FIDELITY FREEDOM 2010 FUND (3) 183,621 shrs 2,442,204 2,100,621 100.00%
------------- ------------- ------
FIDELITY FREEDOM 2020 FUND (3) 196,975 shrs 2,788,578 2,095,818 100.00%
------------- ------------- ------
FIDELITY FREEDOM 2030 FUND (3) 114,144 shrs 1,545,326 1,168,830 100.00%
------------- ------------- ------
FIDELITY FREEDOM 2040 FUND (3) 10,531 shrs 68,093 61,712 100.00%
------------- ------------- ------
UGI COMMON STOCK FUND (1) (3)
UGI Corporation Unitized Stock Fund 456,831 units 5,091,799 7,240,748 98.96%
Dividends receivable $ 75,987 75,987 75,987 1.04%
------------- ------------- ------
5,167,786 7,316,735 100.00%
------------- ------------- ------
PARTICIPANT LOANS
Loan principal outstanding (4.75% - 10.5%) (3) (4) - 4,043,552 100.00%
------------- ------------- ------
Total - all funds $ 156,307,845 $ 141,768,210
============= =============
- ----------------
(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, 2002.
- 20 -