UGI CORP /PA/ - 10-Q Quarterly Report

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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-11071

UGI CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2668356
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

UGI CORPORATION
460 North Gulph Road, King of Prussia, PA
(Address of principal executive offices)

19406
(Zip Code)

(610) 337-1000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No

At July 31, 2002, there were 27,567,343 shares of UGI Corporation Common
Stock, without par value, outstanding.

UGI CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

PAGES
-----

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2002 and
September 30, 2001 1

Condensed Consolidated Statements of Income for the three
and nine months ended June 30, 2002 and 2001 2

Condensed Consolidated Statements of Cash Flows for the
nine months ended June 30, 2002 and 2001 3

Notes to Condensed Consolidated Financial Statements 4 - 14

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15 - 28

Item 3. Quantitative and Qualitative Disclosures About Market Risk 28 - 30

PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K 30

Signatures 31

-i-

UGI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(Millions of dollars)

June 30, September 30,
2002 2001
-------- --------

ASSETS
Current assets:
Cash and cash equivalents $ 135.2 $ 87.5
Short-term investments, at cost which approximates market value 3.6 3.6
Accounts receivable (less allowances for doubtful accounts of
$15.1 and $15.6, respectively) 173.0 180.8
Accrued utility revenues 7.5 11.1
Inventories 87.1 128.6
Deferred income taxes 19.2 25.2
Prepaid expenses and other current assets 26.4 22.1
-------- --------
Total current assets 452.0 458.9

Property, plant and equipment, at cost (less accumulated depreciation
and amortization of $703.7 and $645.5, respectively) 1,266.8 1,268.0

Goodwill and excess reorganization value 645.1 641.1
Intangible assets (less accumulated amortization of $9.5 and $5.8, respectively) 27.6 31.3
Utility regulatory assets 54.8 56.2
Other assets 109.8 94.7
-------- --------
Total assets $2,556.1 $2,550.2
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 89.0 $ 98.3
UGI Utilities bank loans 45.6 57.8
Other bank loans 7.9 10.0
Accounts payable 142.4 167.0
Other current liabilities 189.7 234.4
-------- --------
Total current liabilities 474.6 567.5

Long-term debt 1,149.3 1,196.9
Deferred income taxes 193.2 182.4
Other noncurrent liabilities 81.4 81.6

Commitments and contingencies (note 7)

Minority interests in AmeriGas Partners 308.9 246.2

UGI Utilities redeemable preferred stock 20.0 20.0

Common stockholders' equity:
Common Stock, without par value (authorized - 100,000,000 shares;
issued - 33,198,731 shares) 395.3 395.0
Retained earnings 57.7 9.0
Accumulated other comprehensive income (loss) 4.8 (13.5)
-------- --------
457.8 390.5
Treasury stock, at cost (129.1) (134.9)
-------- --------
Total common stockholders' equity 328.7 255.6
-------- --------
Total liabilities and stockholders' equity $2,556.1 $2,550.2
======== ========

See accompanying notes to consolidated financial statements.

- 1 -

UGI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(Millions, except per share amounts)

Three Months Ended Nine Months Ended
June 30, June 30,
------------------------------ -----------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------

Revenues:
AmeriGas Propane $ 254.5 $ 219.2 $ 1,086.0 $ 1,209.1
UGI Utilities 88.3 103.8 409.7 501.9
International Propane 9.2 10.0 35.6 39.1
Energy Services and other 94.3 78.9 298.4 342.7
----------- ----------- ----------- -----------
446.3 411.9 1,829.7 2,092.8
----------- ----------- ----------- -----------
Costs and expenses:
AmeriGas Propane cost of sales 111.2 120.5 529.0 728.7
UGI Utilities - gas, fuel and purchased power 48.3 64.9 244.5 324.0
International Propane cost of sales 4.7 5.2 17.9 22.7
Energy Services and other cost of sales 84.2 70.8 271.2 317.2
Operating and administrative expenses 146.9 117.6 447.4 385.6
Utility taxes other than income taxes 2.9 1.7 8.7 7.2
Depreciation and amortization 23.2 26.2 69.9 78.3
Other income, net (4.1) (3.4) (12.2) (15.4)
----------- ----------- ----------- -----------
417.3 403.5 1,576.4 1,848.3
----------- ----------- ----------- -----------

Operating income 29.0 8.4 253.3 244.5
Income (loss) from equity investees 0.7 -- 8.2 (1.5)
Interest expense (26.9) (25.2) (82.5) (77.8)
Minority interests in AmeriGas Partners 5.1 11.0 (45.5) (38.9)
----------- ----------- ----------- -----------
Income (loss) before income taxes, subsidiary preferred
stock dividends and accounting changes 7.9 (5.8) 133.5 126.3
Income tax (expense) benefit (3.5) 1.9 (50.2) (56.8)
Dividends on UGI Utilities Series Preferred Stock (0.4) (0.4) (1.2) (1.2)

----------- ----------- ----------- -----------
Income (loss) before accounting changes 4.0 (4.3) 82.1 68.3
Cumulative effect of accounting changes, net -- -- -- 4.5
----------- ----------- ----------- -----------
Net income (loss) $ 4.0 $ (4.3) $ 82.1 $ 72.8
=========== =========== =========== ===========

Earnings (loss) per share:
Basic:
Income (loss) before accounting changes $ 0.14 $ (0.16) $ 2.99 $ 2.52
Cumulative effect of accounting changes, net -- -- -- 0.16
----------- ----------- ----------- -----------
Net income (loss) $ 0.14 $ (0.16) $ 2.99 $ 2.68
=========== =========== =========== ===========

Diluted:
Income (loss) before accounting changes $ 0.14 $ (0.16) $ 2.93 $ 2.50
Cumulative effect of accounting changes, net -- -- -- 0.17
----------- ----------- ----------- -----------
Net income (loss) $ 0.14 $ (0.16) $ 2.93 $ 2.67
=========== =========== =========== ===========

Average common shares outstanding:
Basic 27.593 27.182 27.504 27.121
=========== =========== =========== ===========

Diluted 28.213 27.182 28.035 27.304
=========== =========== =========== ===========

Dividends declared per common share $ 0.4125 $ 0.40 $ 1.2125 $ 1.175
=========== =========== =========== ===========

See accompanying notes to consolidated financial statements.

- 2 -

UGI CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Millions of dollars)

Nine Months Ended
June 30,
-----------------------
2002 2001
------- -------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 82.1 $ 72.8
Reconcile to net cash provided by operating activities:
Depreciation and amortization 69.9 78.3
Cumulative effect of accounting changes -- (4.5)
Minority interests in AmeriGas Partners 45.5 38.9
Deferred income taxes, net 8.5 (12.6)
Other, net 4.7 (19.9)
Net change in:
Accounts receivable and accrued utility revenues 2.0 (42.2)
Inventories 41.8 15.1
Deferred fuel costs 1.5 14.0
Accounts payable (24.6) (38.3)
Other current assets and liabilities (31.7) 4.5
------- -------
Net cash provided by operating activities 199.7 106.1
------- -------

CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property, plant and equipment (63.3) (54.2)
Net proceeds from disposals of assets 5.5 2.2
Acquisitions of businesses, net of cash acquired (0.7) 1.6
Investments in joint venture entities -- (32.6)
Other, net 0.8 1.6
------- -------
Net cash used by investing activities (57.7) (81.4)
------- -------

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends on Common Stock (33.3) (42.3)
Distributions on Partnership public Common Units (39.8) (33.2)
Issuance of long-term debt 41.1 114.0
Repayment of long-term debt (102.9) (87.2)
AmeriGas Propane bank loans decrease -- (21.0)
UGI Utilities bank loans decrease (12.2) (47.1)
Other bank loans increase (decrease) (2.9) 6.7
Issuance of AmeriGas Partners Common Units 49.6 39.8
Issuance of Common Stock 6.1 4.1

------- -------
Net cash used by financing activities (94.3) (66.2)
------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH -- (0.3)
------- -------

Cash and cash equivalents increase (decrease) $ 47.7 $ (41.8)
======= =======

Cash and cash equivalents:
End of period $ 135.2 $ 52.1
Beginning of period 87.5 93.9
------- -------
Increase (decrease) $ 47.7 $ (41.8)
======= =======

See accompanying notes to consolidated financial statements.

- 3 -

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(Millions of dollars, except per share amounts)

1. BASIS OF PRESENTATION

UGI Corporation ("UGI") is a holding company that owns and operates natural
gas and electric utility, propane distribution, energy marketing and
related businesses in the United States. Through foreign subsidiaries and
joint-venture affiliates, UGI also distributes propane in Austria, the
Czech Republic, Slovakia, France and China.

Our wholly owned subsidiary, UGI Utilities, Inc. ("UGI Utilities"), owns
and operates a natural gas distribution utility ("Gas Utility") in parts of
eastern and southeastern Pennsylvania. UGI Utilities also owns and operates
an electricity distribution utility and, through a subsidiary and its
joint-venture partnership Hunlock Creek Energy Ventures ("Energy
Ventures"), an electricity generation business (collectively, "Electric
Utility") in northeastern Pennsylvania. Electric Utility's investment in
Energy Ventures is accounted for under the equity method.

We conduct a national propane distribution business through AmeriGas
Partners, L.P. ("AmeriGas Partners") and its principal operating
subsidiaries AmeriGas Propane, L.P. ("AmeriGas OLP") and AmeriGas Eagle
Propane, L.P. ("Eagle OLP"). AmeriGas Partners, AmeriGas OLP and Eagle OLP
are Delaware limited partnerships. UGI's wholly owned second-tier
subsidiary AmeriGas Propane, Inc. (the "General Partner") serves as the
general partner of AmeriGas Partners and AmeriGas OLP. AmeriGas OLP and
Eagle OLP (collectively referred to as "the Operating Partnerships")
comprise the largest retail propane distribution business in the United
States serving residential, commercial, industrial, motor fuel and
agricultural customers from locations in 46 states. We refer to AmeriGas
Partners and its subsidiaries together as "the Partnership" and the General
Partner and its subsidiaries, including the Partnership, as "AmeriGas
Propane." At June 30, 2002, the General Partner and its wholly owned
subsidiary Petrolane Incorporated ("Petrolane") collectively held a 1%
general partner interest and a 49.1% limited partner interest in AmeriGas
Partners, and effective 50.6% and 50.5% ownership interests in AmeriGas OLP
and Eagle OLP, respectively. Our limited partnership interest in AmeriGas
Partners comprises 14,633,932 Common Units and 9,891,072 Subordinated
Units. The remaining 49.9% interest in AmeriGas Partners comprises
24,905,354 publicly held Common Units representing limited partner
interests.

Our wholly owned subsidiary, UGI Enterprises, Inc. ("Enterprises"),
conducts an energy marketing business primarily in the Middle Atlantic
region of the United States through its wholly owned subsidiary, UGI Energy
Services, Inc. ("Energy Services"). Through other subsidiaries, Enterprises
(1) owns and operates a propane distribution business in Austria, the Czech
Republic and Slovakia ("FLAGA"); (2) owns and operates a heating,
ventilation and air-conditioning service business in the Middle Atlantic
states ("HVAC"); and (3) participates in propane joint-venture businesses
in France and China.

4

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

Our condensed consolidated financial statements include the accounts of UGI
and its majority-owned subsidiaries, together referred to as "we" or "the
Company." We eliminate all significant intercompany accounts and
transactions when we consolidate. We report the public's limited partner
interests in the Partnership's results of operations and net assets as
minority interest in the condensed consolidated statements of income and
balance sheets. We have reclassified certain prior-period balances to
conform with the current period presentation.

The accompanying condensed consolidated financial statements are unaudited
and have been prepared in accordance with the rules and regulations of the
U.S. Securities and Exchange Commission ("SEC"). They include all
adjustments which we consider necessary for a fair statement of the results
for the interim periods presented. Such adjustments consisted only of
normal recurring items unless otherwise disclosed. These financial
statements should be read in conjunction with the financial statements and
the related notes included in our Annual Report on Form 10-K for the year
ended September 30, 2001 ("Company's 2001 Annual Report"). Due to the
seasonal nature of our businesses, the results of operations for interim
periods are not necessarily indicative of the results to be expected for a
full year. Shares used in the diluted earnings per share calculation
reflect incremental shares issuable for stock options and restricted stock
awards.

The following table presents the components of comprehensive income (loss)
for the three and nine months ended June 30, 2002 and 2001:

Three Months Nine Months
Ended Ended
June 30, June 30,
- -----------------------------------------------------------------------------
2002 2001 2002 2001
- -----------------------------------------------------------------------------

Net income (loss) $4.0 $ (4.3) $ 82.1 $ 72.8
Other comprehensive income (loss) 3.6 (14.8) 18.3 (15.2)
- -----------------------------------------------------------------------------
Comprehensive income (loss) $7.6 $(19.1) $100.4 $ 57.6
- -----------------------------------------------------------------------------

Other comprehensive income (loss) principally comprises (1) changes in the
fair value of derivative commodity instruments and interest rate protection
agreements qualifying as hedges and (2) foreign currency translation
adjustments, net of reclassifications to net income (loss).

2. SEGMENT INFORMATION

Based upon SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," we have determined that the Company has five
reportable segments: (1) AmeriGas Propane; (2) Gas Utility; (3) Electric
Utility; (4) Energy Services; and (5) an international propane segment
comprising FLAGA and our international propane equity investments
("International Propane").

The accounting policies of the five segments disclosed are the same as
those described in the Significant Accounting Policies note contained in
the Company's 2001 Annual Report and

5

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

those described in Note 3 below. We evaluate our AmeriGas Propane and
International Propane segments' performance principally based on their
earnings before interest expense, income taxes, depreciation and
amortization, minority interests, income from equity investees and
cumulative effect of accounting changes ("EBITDA"). Although we use EBITDA
to evaluate these segments' performance, it should not be considered as an
alternative to net income (as an indicator of operating performance) or as
an alternative to cash flow (as a measure of liquidity or ability to
service debt obligations) and is not a measure of performance or financial
condition under accounting principles generally accepted in the United
States. The Company's definition of EBITDA may be different from that used
by other companies. We evaluate the performance of Gas Utility, Electric
Utility, and Energy Services principally based upon their earnings before
income taxes.

6

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

2. SEGMENT INFORMATION (CONTINUED)

Three Months Ended June 30, 2002:

Reportable Segments
-------------------------------------------------------
AmeriGas Gas Electric Energy International Corporate
Total Elims. Propane Utility Utility Services Propane and Other(a)
-------- --------- --------- ------- --------- --------- ------------- ----------

Revenues $ 446.3 $ (0.3) $ 254.5 $ 68.1 $ 20.2 $ 85.1 $ 9.2 $ 9.5
======== ====== ======== ======= ======= ======= ======= ======

Segment profit (loss):
EBITDA $ 52.2 $ -- $ 28.5 $ 14.7 $ 3.8 $ 3.8 $ 0.5 $ 0.9
Depreciation and amortization (23.2) -- (16.7) (4.5) (0.7) (0.3) (0.8) (0.2)
-------- ------ -------- ------- ------- ------- ------- ------
Operating income (loss) 29.0 -- 11.8 10.2 3.1 3.5 (0.3) 0.7
Income from equity investees 0.7 -- -- -- -- -- 0.8 (0.1)
Interest expense (26.9) -- (21.8) (3.4) (0.6) -- (1.0) (0.1)
Minority interests 5.1 -- 5.1 -- -- -- -- --
-------- ------ -------- ------- ------- ------- ------- ------
Income (loss) before income taxes,
subsidiary preferred stock
dividends, and accounting changes $ 7.9 $ -- $ (4.9) $ 6.8 $ 2.5 $ 3.5 $ (0.5) $ 0.5
======== ====== ======== ======= ======= ======= ======= ======
Segment assets (at period end) $2,556.1 $(31.8) $1,486.2 $ 669.4 $ 106.0 $ 53.1 $ 163.7 $109.5
======== ====== ======== ======= ======= ======= ======= ======
Investments in equity investees
(at period end) $ 55.5 $ -- $ 3.5 $ -- $ 10.4 $ -- $ 41.6 $ --
======== ====== ======== ======= ======= ======= ======= ======
Goodwill and excess reorganization value $ 645.1 $ -- $ 589.0 $ -- $ -- $ -- $ 52.6 $ 3.5
======== ====== ======== ======= ======= ======= ======= ======

Three Months Ended June 30, 2001:

Reportable Segments
-------------------------------------------------------
AmeriGas Gas Electric Energy International Corporate
Total Elims. Propane Utility Utility Services Propane and Other(a)
-------- --------- --------- ------- --------- --------- ------------- ----------

Revenues $ 411.9 $ (0.7) $ 219.2 $ 84.5 $ 19.3 $ 68.6 $ 10.0 $ 11.0
======== ======= ======== ======= ======= ======= ======= ======

Segment profit (loss):
EBITDA $ 34.6 $ (0.2) $ 12.9 $ 15.9 $ 2.8 $ 2.6 $ 0.7 $ (0.1)
Depreciation and amortization (26.2) -- (18.7) (5.1) (0.9) -- (1.0) (0.5)
------- ------ -------- ------- ------- ------- ------- ------
Operating income (loss) 8.4 (0.2) (5.8) 10.8 1.9 2.6 (0.3) (0.6)
Income from equity investees -- -- -- -- -- -- -- --
Interest expense (25.2) 0.2 (19.3) (3.8) (0.6) (0.2) (1.2) (0.3)
Minority interests 11.0 -- 11.0 -- -- -- -- --
------- ------ -------- ------- ------- ------- ------- ------
Income (loss) before income taxes,
subsidiary preferred stock
dividends, and accounting changes $ (5.8) $ -- $ (14.1) $ 7.0 $ 1.3 $ 2.4 $ (1.5) $ (0.9)
======== ======= ======== ======= ======= ======= ======= ======
Segment assets (at period end) $2,282.2 $ (50.8) $1,279.3 $ 672.1 $ 101.6 $ 46.4 $ 134.7 $ 98.9
======== ======= ======== ======= ======= ======= ======= ======
Investments in equity investees
(at period end) $ 40.7 $ -- $ -- $ -- $ 11.4 $ -- $ 29.3 $ --
======== ======= ======== ======= ======= ======= ======= ======
Goodwill and excess reorganization value $ 646.6 $ -- $ 598.1 $ -- $ -- $ 0.2 $ 44.9 $ 3.4
======== ======= ======== ======= ======= ======= ======= ======

(a) Principally comprises UGI, UGI Enterprises' HVAC and Hearth USA (TM)
operations, and UGI Enterprises' corporate and general expenses. Hearth
USA (TM) ceased operations in October 2001.

7

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(unaudited)

(Millions of dollars, except per share amounts)

2. SEGMENT INFORMATION (CONTINUED)

Nine Months Ended June 30, 2002:

8

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

3. ADOPTION OF SFAS NO. 142

Effective October 1, 2001, we adopted the provisions of SFAS No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses the
financial accounting and reporting for acquired goodwill and other
intangible assets and supersedes Accounting Principles Board ("APB")
Opinion No. 17, "Intangible Assets." SFAS 142 addresses the financial
accounting and reporting for intangible assets acquired individually or
with a group of other assets (excluding those acquired in a business
combination) at acquisition and also addresses the financial accounting and
reporting for goodwill and other intangible assets subsequent to their
acquisition. Under SFAS 142, an intangible asset is amortized over its
useful life unless that life is determined to be indefinite. Goodwill,
including excess reorganization value, and other intangible assets with
indefinite lives are not amortized but are subject to tests for impairment
at least annually. In accordance with the provisions of SFAS 142, we ceased
the amortization of goodwill and excess reorganization value effective
October 1, 2001.

The Company's intangible assets comprise the following:

June 30, 2002 September 30, 2001
--------------------------------------------------------------------------------------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
--------------------------------------------------------------------------------------------------

Subject to amortization:
Customer relationships, noncompete
agreements and other $ 37.1 $(9.5) $ 37.1 $(5.8)

Net subject to amortization:
Goodwill (a) $551.8 $547.8
Excess reorganization value 93.3 93.3
-------------------------------------------------------------------------------------------------
$645.1 $641.1
-------------------------------------------------------------------------------------------------

(a) The change in the carrying amount of goodwill from September 30, 2001
to June 30, 2002 is principally the result of foreign currency
translation.

Amortization expense of intangible assets for the three and nine months
ended June 30, 2002 was $1.2 million and $3.7 million, respectively.
Amortization expense of intangible assets for the three and nine months
ended June 30, 2001, including amortization of goodwill and excess
reorganization value prior to the adoption of SFAS 142, was $7.0 million
and $21.1 million, respectively. Our expected aggregate amortization
expense of intangible assets for the next five fiscal years is as follows:
Fiscal 2002 - $4.1 million; Fiscal 2003 - $3.6 million; Fiscal 2004 - $3.5
million; Fiscal 2005 - $3.1 million; Fiscal 2006 - $2.6 million.

9

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

The following tables provide reconciliations of reported and adjusted net
income (loss) and diluted earnings (loss) per share as if SFAS 142 had been
adopted as of October 1, 2000. Basic earnings (loss) per share is not
materially different from diluted earnings (loss) per share and, therefore,
is not presented:

Three Months Nine Months
Ended Ended
June 30, June 30,
-----------------------------------------------------------------------------------------------------
2002 2001 2002 2001
-----------------------------------------------------------------------------------------------------

NET INCOME (LOSS):
Reported income (loss) before accounting changes $ 4.0 $ (4.3) $82.1 $ 68.3
Add back goodwill and excess reorganization
value amortization - 6.3 - 19.0
Adjust minority interest in AmeriGas Partners - (2.6) - (7.9)
Adjust income tax expense - (1.5) - 1.9
-----------------------------------------------------------------------------------------------------
Adjusted income (loss) before accounting changes 4.0 (2.1) 82.1 81.3
Cumulative effect of accounting changes - - - 4.5
-----------------------------------------------------------------------------------------------------
Adjusted net income (loss) $ 4.0 $ (2.1) $82.1 $ 85.8
-----------------------------------------------------------------------------------------------------

DILUTED EARNINGS (LOSS) PER SHARE:
Reported income (loss) before accounting changes $0.14 $(0.16) $2.93 $ 2.50
Add back goodwill and excess reorganization
value amortization - 0.23 - 0.70
Adjust minority interest in AmeriGas Partners - (0.10) - (0.29)
Adjust income tax expense - (0.05) - 0.07
-----------------------------------------------------------------------------------------------------
Adjusted income before accounting changes 0.14 (0.08) 2.93 2.98
Cumulative effect of accounting changes - - - 0.16
-----------------------------------------------------------------------------------------------------
Adjusted net income (loss) $0.14 $(0.08) $2.93 $ 3.14
-----------------------------------------------------------------------------------------------------

In accordance with the provisions of SFAS 142, we were required to perform
transitional goodwill impairment tests for each of our reporting units
having goodwill by March 31, 2002. In addition, we must perform impairment
tests annually and whenever events or circumstances indicate that the value
of goodwill might be impaired. In connection with these goodwill impairment
tests, SFAS 142 prescribes a two-step method for determining goodwill
impairment. In the first step, we determine the fair value of our reporting
units that have goodwill. If the carrying amount of the reporting unit
exceeds its fair value, we will then perform the second step of the
impairment test which requires the calculation of the implied fair value of
goodwill by allocating the reporting unit's fair value to all of its assets
and liabilities in a manner similar to a business combination, with any
residual fair value being allocated to goodwill. If the carrying value of
the goodwill exceeds its implied fair value, an impairment loss is
recognized for the excess.

We have completed the transitional impairment tests with respect to those
reporting units which have goodwill, principally the Partnership and FLAGA,
and have determined that, based upon each of these units' fair value, their
goodwill was not impaired as of October 1, 2001. We will perform our annual
goodwill impairment tests during the fourth fiscal quarter.

10

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

4. CHANGES IN ACCOUNTING

Effective October 1, 2000, the Partnership (1) applied the provisions of
SEC Staff Accounting Bulletin No. 101 entitled "Revenue Recognition" ("SAB
101") with respect to its nonrefundable tank fees and (2) changed its
method of accounting for costs to install Partnership-owned tanks at
customer locations. These accounting changes are further described below.

Tank Fee Revenue Recognition. In order to comply with the provisions of SAB
101, effective October 1, 2000, the Partnership changed its method of
accounting for annually billed nonrefundable tank fees. Prior to the
change, nonrefundable tank fees for installed Partnership-owned tanks were
recorded as revenue when billed. Under the new accounting method, revenues
from such fees are recorded on a straight-line basis over one year. As a
result of the new accounting method, on October 1, 2000, we recorded an
after-tax charge of $2.1 million representing the cumulative effect of the
change in accounting method on prior years. The change in accounting method
for nonrefundable tank fees did not have a material impact on reported
revenues for the periods presented.

Accounting for Tank Installation Costs. Effective October 1, 2000, the
Partnership changed its method of accounting for tank installation costs
which are not billed to customers. Prior to the change in accounting
method, all such costs to install Partnership-owned tanks at a customer
location were expensed as incurred. Under the new accounting method, all
such costs, net of amounts billed to customers, are capitalized in
property, plant and equipment and amortized over the estimated period of
benefit not exceeding ten years. The Partnership believes that the new
accounting method better matches the costs of installing Partnership-owned
tanks with the periods benefited. As a result of this change in accounting,
we recorded after-tax income of $6.9 million representing the cumulative
effect of the change in accounting method on prior years.

Cumulative Effect of Accounting Changes. The cumulative effect impact of
these accounting changes reflected on the Condensed Consolidated Statements
of Income for the nine months ended June 30, 2001 and the related diluted
per share amounts, as well as the cumulative effect impact resulting from
the adoption of SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," comprise the following:

11

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

5. ACQUISITION OF COLUMBIA PROPANE

On August 21, 2001, AmeriGas Partners, through AmeriGas OLP, acquired the
propane distribution businesses of Columbia Energy Group ("Columbia Propane
Businesses") in a series of equity and asset purchases pursuant to the
terms of the Purchase Agreement dated January 30, 2001 and Amended and
Restated August 7, 2001 ("Columbia Purchase Agreement") by and among
Columbia Energy Group ("CEG"), Columbia Propane Corporation ("Columbia
Propane"), Columbia Propane, L.P. ("CPLP"), CP Holdings, Inc. ("CPH"),
AmeriGas Partners, AmeriGas OLP, and the General Partner. The acquired
businesses comprised the seventh largest retail marketer of propane in the
United States with annual sales of over 300 million gallons from locations
in 29 states. The acquired businesses were principally conducted through
Columbia Propane and its approximate 99% owned subsidiary, CPLP (referred
to after the acquisition as "Eagle OLP"). AmeriGas OLP acquired
substantially all of the assets of Columbia Propane, including an indirect
1% general partner interest and an approximate 99% limited partnership
interest in Eagle OLP.

The purchase price of the Columbia Propane Businesses consisted of $201.8
million in cash. In addition, AmeriGas OLP agreed to pay CEG for the amount
of working capital, as defined, in excess of $23 million. In April 2002,
the Partnership's management and CEG agreed upon the amount of working
capital acquired by AmeriGas OLP and AmeriGas OLP made an additional
payment for working capital and other adjustments totaling $0.7 million.
The Columbia Purchase Agreement also provided for the purchase by CEG of
limited partnership interests in AmeriGas OLP valued at $50 million for $50
million in cash, which interests were exchanged for 2,356,953 Common Units
of AmeriGas Partners having an estimated fair value of $54.4 million.
Concurrently with the acquisition, AmeriGas Partners issued $200 million of
8.875% Senior Notes due 2011, the net proceeds of which were contributed to
AmeriGas OLP to finance the acquisition of the Columbia Propane Businesses,
to fund related fees and expenses, and to repay debt outstanding under
AmeriGas OLP's Bank Credit Agreement.

The following table identifies the components of the purchase price:

---------------------------------------------------------------------------
Cash paid $202.5
Cash received from sale of AmeriGas OLP limited partner interests (50.0)
Fair value of AmeriGas Partners' Common Units issued in exchange
for the AmeriGas OLP limited partner interests 54.4
Transaction costs and expenses 7.0
Involuntary employee termination benefits and relocation costs 5.3
Other liabilities and obligations assumed 6.1
---------------------------------------------------------------------------
$225.3
---------------------------------------------------------------------------

12

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

The purchase price of the Columbia Propane Businesses has been
preliminarily allocated to the assets acquired and liabilities assumed as
follows:

- ---------------------------------------------------------------------------
Working capital $ 24.5
Property, plant and equipment 181.4
Customer relationships and noncompete agreements
(estimated useful life of 15 and 5 years, respectively) 21.0
Other assets and liabilities (1.6)
- ---------------------------------------------------------------------------
Total $225.3
- ---------------------------------------------------------------------------

The Partnership is currently in the process of completing the review and
determination of the fair value of the Columbia Propane Businesses' assets
acquired and liabilities assumed, principally the fair values of property,
plant and equipment and identifiable intangible assets. The final
allocation of the purchase price is not expected to differ materially from
the preliminary allocation. The operating results of the Columbia Propane
Businesses are included in our consolidated results from August 21, 2001.

The following table presents unaudited pro forma income statement and
diluted per share data for the nine months ended June 30, 2001 as if the
acquisition of the Columbia Propane Businesses had occurred as of October
1, 2000:

The pro forma results of operations reflect the Columbia Propane
Businesses' historical operating results after giving effect to adjustments
directly attributable to the transaction that are expected to have a
continuing impact. They are not adjusted for, among other things, the
impact of normal weather conditions, operating synergies and anticipated
cost savings. In our opinion, the unaudited pro forma results are not
necessarily indicative of the actual results that would have occurred had
the acquisition of the Columbia Propane Businesses occurred as of the
beginning of the period presented or of future operating results under our
management.

13

UGI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(unaudited)

(Millions of dollars, except per share amounts)

6. ENERGY SERVICES ACCOUNTS RECEIVABLE SECURITIZATION FACILITY

On November 30, 2001, Energy Services entered into a three-year receivables
purchase facility ("Receivables Facility") with an issuer of
receivables-backed commercial paper. Under the Receivables Facility, Energy
Services transfers, on an ongoing basis and without recourse, its trade
accounts receivable to its wholly owned, special purpose, bankruptcy-remote
subsidiary, Energy Services Funding Corporation ("ESFC") which is
consolidated for financial statement purposes. ESFC, in turn, has sold, and
subject to certain conditions, may from time to time sell, an undivided
interest in these receivables for up to $50 million in proceeds to a
commercial paper conduit of a major bank. The proceeds of these sales are
less than the face amount of the accounts receivable sold by an amount that
approximates the purchaser's financing cost of issuing its own
receivables-backed commercial paper. ESFC has been structured to isolate
its assets from creditors of Energy Services and its affiliates, including
UGI. In accordance with a servicing arrangement, Energy Services continues
to service, administer and collect trade receivables on behalf of the
commercial paper issuer and ESFC. This two-step transaction is accounted
for as a sale of receivables following the provisions of SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities."

At June 30, 2002, no receivables had been sold to the commercial paper
conduit and removed from the balance sheet. Losses on sales of receivables
that occurred during the nine-months ended June 30, 2002, which losses are
included in other income, net, were not material.

7. COMMITMENTS AND CONTINGENCIES

There have been no significant subsequent developments to the commitments
and contingencies reported in the Company's 2001 Annual Report.

14

UGI CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

ANALYSIS OF RESULTS OF OPERATIONS

The following analyses compare our results of operations for (1) the three
months ended June 30, 2002 ("2002 three-month period") with the three months
ended June 30, 2001 ("2001 three-month period") and (2) the nine months ended
June 30, 2002 ("2002 nine-month period") with the nine months ended June 30,
2001 ("2001 nine-month period"). Our analyses of results of operations should be
read in conjunction with the segment information included in Note 2 to the
Condensed Consolidated Financial Statements.

15

UGI CORPORATION AND SUBSIDIARIES

2002 THREE-MONTH PERIOD COMPARED WITH 2001 THREE-MONTH PERIOD

(a) AmeriGas Propane's and Gas Utility's total margin represents total revenues
less cost of sales. Electric Utility's total margin represents revenues
less cost of sales and revenue-related taxes, i.e. gross receipts taxes.
For financial statement purposes, revenue-related taxes are included in
"Utility taxes other than incomes taxes" on the Condensed Consolidated
Statements of Income.

(b) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization, minority interests, income from equity investees and the
cumulative effect of accounting changes) should not be considered as an
alternative to net income (as an indicator of operating performance) or as
an alternative to cash flow (as a measure of liquidity or ability to
service debt obligations) and is not a measure of performance or financial
condition under accounting principles generally accepted in the United
States. EBITDA is included to provide additional information for evaluating
the Company's performance. The Company's definition of EBITDA may be
different from that used by other companies.

(c) Deviation from average heating degree days based upon national weather
statistics provided by the National Oceanic and Atmospheric Administration
("NOAA") for 335 airports in the continental United States.

16

UGI CORPORATION AND SUBSIDIARIES

AMERIGAS PROPANE. Based upon national heating degree day data, temperatures in
the 2002 three-month period were 4.3% colder than normal compared to weather
that was 12.7% warmer than normal in the 2001 three-month period. Retail gallons
sold increased 37.8 million gallons (28.4%) principally as a result of the
August 21, 2001 acquisition of Columbia Propane and, to a lesser extent,
increased sales from our PPX(R) grill cylinder exchange business. The increase
in PPX(R) sales reflects the impact on grill cylinder exchanges resulting from
new National Fire Protection Association ("NFPA") guidelines requiring that
propane cylinders refilled after April 1, 2002 be fitted with overfill
protection devices ("OPDs") and an increase in the number of PPX(R) distribution
outlets. Although sales to commercial, industrial and motor fuel customers
increased during the 2002 three-month period due to the Columbia Propane
acquisition, volumes from these customers were negatively impacted by a weak
U.S. economy in the 2002 three-month period.

Retail propane revenues increased $32.2 million to $206.3 million reflecting a
$49.4 million increase due to the higher retail volumes sold partially offset by
a $17.2 million decrease as a result of lower average selling prices. Wholesale
propane revenues decreased $3.5 million reflecting a $5.3 million decrease
resulting from lower average selling prices partially offset by a $1.8 million
increase as a result of higher wholesale volumes sold. The lower retail and
wholesale selling prices reflect lower propane product costs in the 2002
three-month period. Other revenues increased $6.6 million primarily due to the
impact of the Columbia Propane acquisition. Cost of sales decreased $9.3 million
reflecting the previously mentioned lower average propane product costs
partially offset by the higher gallons sold.

Total margin increased $44.6 million principally reflecting (1) the impact of
the Columbia Propane acquisition; (2) a $15.4 million increase in margin from
our PPX(R) grill cylinder exchange business reflecting the higher volumes and
greater PPX(R) unit margins; and (3) higher average propane unit margins on
non-PPX(R) retail volumes. PPX(R) unit margins in the 2002 three-month period
were higher than in the prior-year period due to increases in PPX(R) margins to
fund the additional capital cost of installing OPDs on out-of-compliance grill
cylinders. Because a significant portion of the improvement in PPX(R) margin in
the 2002 three-month period was due to the impact of the NFPA guidelines, the
extent to which this greater level of PPX(R) margin is sustainable in the future
will depend upon a number of factors including the saturation rate of OPD value
replacement and competitive market conditions.

EBITDA increased $15.6 million in the 2002 three-month period as the $44.6
million increase in total margin was partially offset principally by a $28.9
million increase in Partnership operating and administrative expenses. The
increase in operating and administrative expenses primarily resulted from
incremental expenses associated with Columbia Propane's operations and higher
volume-driven expenses associated with PPX(R). Operating income increased more
than the increase in EBITDA as the elimination of goodwill and excess
reorganization value amortization resulting from the adoption of SFAS 142 on
October 1, 2001 was partially offset principally by higher depreciation and
amortization resulting from the Columbia Propane acquisition. The prior-year
three-month period includes $6.0 million of goodwill and excess reorganization
value amortization.

GAS UTILITY. Weather in Gas Utility's service territory during the 2002
three-month period was slightly colder than in the prior-year period. Total
system throughput increased 0.8 bcf reflecting higher firm and interruptible
delivery service volumes.

17

UGI CORPORATION AND SUBSIDIARIES

Gas Utility revenues declined $16.4 million in the 2002 three-month period
reflecting the impact of lower purchased gas cost ("PGC") rates associated with
our firm- residential, commercial and industrial ("core market") customers as a
result of lower natural gas costs. Gas Utility cost of gas was $37.0 million in
the 2002 three-month period compared to $53.1 million in the prior-year period
reflecting the pass through of the lower natural gas costs.

Gas Utility total margin for the 2002 three-month period was approximately equal
to the prior-year period as greater margin from core market customers was offset
by lower margin from interruptible customers. In accordance with Gas Utility's
Restructuring Order issued pursuant to Pennsylvania's Gas Competition Act, Gas
Utility was required to reduce its PGC rates, beginning December 1, 2001, by an
amount equal to the margin it receives from interruptible customers who use
pipeline capacity contracted for core market customers. As a result of this
ratemaking, beginning December 1, 2001, core market unit margins effectively
increased and total margins from interruptible customers decreased.

Gas Utility's operating income declined $0.6 million in the 2002 three-month
period reflecting the previously mentioned decline in total margin and greater
operating expenses partially offset by a $0.5 million decline in depreciation
expense resulting from a change in the estimated useful lives of Gas Utility's
distribution assets. Total operating expenses in the prior year were net of $1.5
million of income from an insurance recovery and a reduction to accruals for
taxes other than income taxes.

ELECTRIC UTILITY. Distribution system sales for the 2002 three-month period were
slightly higher than in the prior-year period. Revenues increased as a result of
increased state tax surcharge revenue and higher distribution system and
off-system sales. Electric Utility cost of sales was $11.2 million in the 2002
three-month period compared to $11.7 million in the prior-year period reflecting
the impact of lower purchased power units costs partially offset by the
increased distribution system sales. Total margin increased $1.1 million in the
2002 three-month period principally as a result of lower purchased power unit
costs and the increased distribution system sales. Electric Utility's $1.2
million increase in operating income principally reflects the previously
mentioned increase in total margin.

ENERGY SERVICES. Revenues from Energy Services increased $16.5 million
reflecting a more than 45% increase in volumes, principally from the July 2001
acquisition of the energy marketing businesses of PG Energy. Total margin was
higher in the 2002 three-month period reflecting the greater volumes and
seasonally higher margins from certain customer segments. Operating income
increased $0.9 million as the increase in total margin was partially offset by
higher operating expenses subsequent to the PG Energy acquisition.

INTERNATIONAL PROPANE. Revenues from FLAGA were lower due to lower average
selling prices and a decrease in volumes sold, reflecting a later start to
FLAGA's summer sales promotion program. The lower selling prices reflect the
impact of lower propane product costs in the 2002 three-month period. The impact
of these decreases was partially offset by the effect of a stronger EURO versus
the U.S. dollar during the 2002 three-month period. The decline in FLAGA's total
margin reflects the lower volumes sold partially offset by the effect of the
stronger EURO. FLAGA's results for the 2002 three-month period also benefited
from lower operating expenses and lower amortization expense resulting from the
adoption of SFAS 142.

The increase in income from International Propane equity investees reflects
greater equity income from Antargaz. Antargaz adopted the provisions of SFAS 142
effective April 1, 2002. The adoption

18

UGI CORPORATION AND SUBSIDIARIES

of SFAS 142 increased equity income from Antargaz by approximately $0.5 million
during the 2002 three-month period.

INTEREST EXPENSE AND INCOME TAXES. The increase in interest expense principally
reflects higher Partnership long-term debt outstanding related to the Columbia
Propane acquisition partially offset by lower levels of UGI Utilities and
Partnership bank loans outstanding and lower short-term interest rates. The
higher effective income tax rate in the 2002 three-month period is primarily due
to the impact of a change in the estimated annual effective income tax rate on
year to date pretax income.

2002 NINE-MONTH PERIOD COMPARED WITH 2001 NINE-MONTH PERIOD

- ----------------------------------------------------------------------------------------
Increase
Nine Months Ended June 30, 2002 2001 (Decrease)
- ----------------------------------------------------------------------------------------
(Millions of dollars)

AMERIGAS PROPANE:

Revenues $1,086.0 $1,209.1 $(123.1) (10.2)%
Total margin $ 557.0 $ 480.4 $ 76.6 15.9 %
EBITDA $ 207.4 $ 201.5 $ 5.9 2.9 %
Operating income $ 157.9 $ 145.7 $ 12.2 8.4 %
Retail gallons sold (millions) 782.8 678.1 104.7 15.4 %
Degree days - % (warmer) colder than normal (9.5) 3.0 -- --

GAS UTILITY:
Revenues $ 347.5 $ 439.7 $ (92.2) (21.0)%
Total margin $ 138.5 $ 152.2 $ (13.7) (9.0)%
Operating income $ 73.5 $ 84.1 $ (10.6) (12.6)%
System throughput - billions of cubic feet
("bcf") 59.7 66.1 (6.4) (9.7)%
Degree days - % (warmer) colder than normal (16.5) 2.0 -- --

ELECTRIC UTILITY:

Revenues $ 62.2 $ 62.2 $ -- 0.0 %
Total margin $ 23.6 $ 23.2 $ 0.4 1.7 %
Operating income $ 8.7 $ 8.6 $ 0.1 1.2 %
Distribution sales - millions of kilowatt
hours ("gwh") 689.0 716.8 (27.8) (3.9)%

ENERGY SERVICES:

Revenues $ 272.3 $ 309.7 $ (37.4) (12.1)%
Total margin $ 15.3 $ 11.1 $ 4.2 37.8 %
Operating income $ 7.7 $ 7.6 $ 0.1 1.3 %

INTERNATIONAL PROPANE:

Revenues $ 35.6 $ 39.1 $ (3.5) (9.0)%
Total margin $ 17.7 $ 16.4 $ 1.3 7.9 %
EBITDA $ 5.5 $ 3.2 $ 2.3 71.9 %
Operating income $ 3.3 $ -- $ 3.3 --
Income (loss) from equity investees $ 7.8 $ (1.5) $ 9.3 620.0 %
- ----------------------------------------------------------------------------------------

AMERIGAS PROPANE. Temperatures based upon national heating degree days were 9.5%
warmer than normal in the 2002 nine-month period compared to weather that was
3.0% colder than normal in the 2001 nine-month period. According to the National
Climatic Data Center, U.S. weather in the November 2001 through January 2002
period was the warmest November through January period on record. Although the
significantly warmer weather and

19

UGI CORPORATION AND SUBSIDIARIES

a weak U.S. economy adversely affected our sales volumes, retail gallons sold
increased 104.7 million gallons principally as a result of the August 21, 2001
acquisition of Columbia Propane.

Retail propane revenues decreased $44.5 million to $897.9 million reflecting a
$190.0 million decrease as a result of lower average selling prices partially
offset by a $145.5 million increase due to the higher retail volumes sold.
Wholesale propane revenues decreased $94.7 million reflecting (1) a $57.5
million decrease resulting from lower average selling prices and (2) a $37.2
million decrease as a result of lower wholesale volumes sold. The lower retail
and wholesale selling prices reflect significantly lower propane product costs
during the 2002 nine-month period compared to the prior-year period. Other
revenues increased $16.1 million primarily due to the impact of the Columbia
Propane acquisition. Cost of sales decreased $199.7 million reflecting the lower
average propane product costs partially offset by the impact of the higher
retail gallons sold.

Total margin increased $76.6 million reflecting the impact of the Columbia
Propane acquisition and a $22.7 million increase in total margin from PPX(R) as
a result of higher unit margins and volumes. Average retail propane unit margins
were comparable with the prior year. Average unit margins in the current year
benefited from greater PPX(R) unit margins and volumes while the prior year unit
margins benefited from derivative hedge gains and favorably priced supply
arrangements during a period of rapidly escalating product costs and market
volatility.

EBITDA increased $5.9 million in the 2002 nine-month period as the $76.6 million
increase in total margin was partially offset by (1) a $68.3 million increase in
Partnership operating and administrative expenses and (2) a $1.6 million
decrease in other income. The increase in operating expenses in the current year
includes operating and administrative expenses of Columbia Propane's operations
and higher volume-driven expenses associated with PPX(R). Operating income
increased more than the increase in EBITDA principally due to the elimination of
goodwill amortization resulting from the adoption of SFAS 142 on October 1, 2001
partially offset principally by higher depreciation and amortization resulting
from the Columbia Propane acquisition. The prior-year nine-month period includes
$17.9 million of goodwill and excess reorganization value amortization.

GAS UTILITY. Weather in Gas Utility's service territory during the 2002
nine-month period was 16.5% warmer than normal compared to weather that was 2.0%
colder than normal in the prior-year period. As a result of the significantly
warmer weather and the effects of a slowing economy on commercial and industrial
natural gas usage, distribution system throughput declined 9.7%.

The decrease in Gas Utility revenues reflects the impact of lower PGC rates,
reflecting the pass through of lower natural gas costs in the 2002 nine-month
period, and the lower distribution system throughput. Gas Utility cost of gas
was $209.0 million in the 2002 nine-month period compared to $287.5 million in
the prior-year period. The decrease in cost of gas resulted from the pass
through of lower natural gas costs and the decline in system throughput.

The decline in Gas Utility margin principally reflects (1) a $5.7 million
decline in core market margin due to the lower sales; (2) a $5.9 million decline
in interruptible margin due principally to the flowback of certain interruptible
customer margin to core market customers beginning December 1, 2001; and (3)
lower firm delivery service total margin.

Gas Utility operating income declined $10.6 million in the 2002 nine-month
period reflecting the previously mentioned decline in total margin partially
offset by lower operating expenses. Operating

20

UGI CORPORATION AND SUBSIDIARIES

expenses declined $2.9 million primarily as a result of lower distribution
system expenses and lower charges for uncollectible accounts.

ELECTRIC UTILITY. The decline in kilowatt-hour sales in the 2002 nine-month
period reflects the effects of weather that was nearly 19% warmer than in the
prior-year nine-month period. Notwithstanding the decrease in kilowatt-hour
sales, revenues were unchanged due principally to differences in customer sales
mix and an increase in state tax surcharge revenue. Electric Utility cost of
sales was $35.5 million in the 2002 nine-month period compared to $36.4 million
in the 2001 nine-month period reflecting the impact of the lower sales and lower
purchased power unit costs partially offset by the full-period impact on cost of
sales resulting from the transfer of generation assets to Hunlock Creek Energy
Ventures ("Energy Ventures") in December 2000. Subsequent to the formation of
Energy Ventures, Electric Utility must purchase substantially all of its
electricity needs from power producers, including Energy Ventures.

Electric Utility total margin increased $0.4 million as a result of lower
purchased power unit costs partially offset by the weather-driven decline in
sales. Operating income increased $0.1 million reflecting the greater total
margin and lower operating costs subsequent to the formation of Energy Ventures
offset by a decline in Electric Utility other income.

ENERGY SERVICES. Revenues from Energy Services declined $37.4 million,
notwithstanding a more than 33% increase in natural gas volumes principally as a
result of the PG Energy acquisition, reflecting lower natural gas prices. Total
margin increased as a result of the PG Energy acquisition, customer growth and
income from providing winter storage services partially offset by lower 2002
nine-month period average unit margins. The increase in total margin was offset
by higher operating expenses resulting in large part from the PG Energy
acquisition.

INTERNATIONAL PROPANE. FLAGA's revenues in the 2002 nine-month period were lower
than in the prior-year period as a result of lower average selling prices
reflecting the impact of lower average propane product costs. Weather was
approximately 11% warmer than normal in the 2002 nine-month compared to weather
that was 15% warmer than normal in the prior-year period. The increase in
FLAGA's total margin reflects higher average unit margins in the 2002 nine-month
period. FLAGA's operating income also benefited from lower operating expenses,
principally reduced payroll costs, and a $0.9 million decrease in amortization
expense resulting from the adoption of SFAS 142.

Income from equity investees in the 2002 nine-month period includes the
full-period impact of income from our debt and equity investments in Antargaz
acquired on March 27, 2001. Results of Antargaz in the 2002 nine-month period
benefited from higher than normal unit margins principally as a result of lower
propane product costs. Loss from International Propane equity investees in the
2001 nine-month period includes a loss of $1.1 million from our March 2001
write-off of our propane joint venture investment located in Romania.

INTEREST EXPENSE AND INCOME TAXES. The increase in interest expense principally
reflects higher Partnership long-term debt outstanding partially offset by lower
levels of UGI Utilities and Partnership bank loans outstanding and lower
short-term interest rates. The lower effective income tax rate in the 2002
nine-month period principally reflects the elimination of nondeductible goodwill
amortization resulting from the adoption of SFAS 142.

21

UGI CORPORATION AND SUBSIDIARIES

FINANCIAL CONDITION AND LIQUIDITY

FINANCIAL CONDITION

The Company's debt outstanding totaled $1,291.8 million at June 30, 2002
compared to $1,363.0 million at September 30, 2001. The decline in total debt
outstanding principally reflects lower Partnership debt. In November 2001,
AmeriGas Partners redeemed prior to maturity $15 million of its 10.125% Senior
Notes at a redemption price of 103.375%. In April 2002, AmeriGas OLP repaid $60
million of maturing First Mortgage Notes with a combination of existing cash
balances and borrowings under AmeriGas OLP's Bank Credit Agreement. On May 3,
2002, AmeriGas Partners issued $40 million of 8 7/8 % Senior Notes with an
effective interest rate of 8.25%. AmeriGas Partners contributed the proceeds to
AmeriGas OLP to reduce indebtedness under its Revolving Credit Facility and for
working capital and general business purposes.

AmeriGas OLP's Bank Credit Agreement consists of a $100 million Revolving Credit
Facility and a $75 million Acquisition Facility. At June 30, 2002, there were no
borrowings outstanding under either of these facilities. Issued and outstanding
letters of credit under the Revolving Credit Facility, which reduce available
borrowing capacity, totaled $9.5 million at June 30, 2002. Although these
facilities have a September 15, 2002 termination date, management expects these
facilities to be extended through October 1, 2003 pursuant to a Second Amended
and Restated Bank Credit Agreement anticipated to be finalized in August 2002.
At June 30, 2002, UGI Utilities had commitments under revolving credit
agreements providing for borrowings up to $97 million of which $45.6 million was
outstanding. These agreements expire at various dates from June 2003 through
June 2004. UGI Utilities expects to refinance $26 million of maturing
Medium-Term Notes due October 2002 through debt issued pursuant to its shelf
registration statements with the SEC covering a total of $125 million of debt
securities.

On October 5, 2001, AmeriGas Partners sold 350,000 Common Units to the General
Partner at a market price of $19.81 per unit. The proceeds of this sale and
related capital contributions from the General Partner totaling $7.1 million
were contributed to AmeriGas OLP and used to reduce Bank Credit Agreement
borrowings and for working capital. On December 11, 2001, AmeriGas Partners sold
1,843,047 Common Units in an underwritten public offering at a public offering
price of $21.50 per unit. On January 8, 2002, the underwriters partially
exercised their overallotment option in the amount of 585,000 Common Units. The
net proceeds of the public offering and related capital contributions from the
General Partner totaling $50.6 million were contributed to AmeriGas OLP and used
to reduce Bank Credit Agreement borrowings and for working capital.

As more fully described in Note 6 to Condensed Consolidated Financial
Statements, on November 30, 2001, Energy Services entered into a receivables
purchase facility with an issuer of receivables-backed commercial paper. Under
this arrangement, Energy Services transfers, on an ongoing basis and without
recourse, its trade accounts receivable to a wholly-owned, special purpose,
bankruptcy-remote subsidiary, Energy Services Funding Corporation ("ESFC"),
which in turn has the ability to sell an undivided interest in these
receivables. The level of funding available under this three-year facility is
limited to $50 million. At June 30, 2002, no receivables had been sold and
removed from the balance sheet.

22

UGI CORPORATION AND SUBSIDIARIES

During the nine months ended June 30, 2002, the Partnership declared and paid
the minimum quarterly distribution of $0.55 (the "MQD") on all units for the
quarters ended September 30, 2001, December 31, 2001 and March 31, 2002. The MQD
for the quarter ended June 30, 2002 will be paid on August 18, 2002 to holders
of record on August 9, 2002. The ability of the Partnership to declare and pay
the MQD on all units depends upon a number of factors. These factors include (1)
the level of Partnership earnings; (2) the cash needs of the Partnership's
operations (including cash needed for maintaining and increasing operating
capacity); (3) changes in operating working capital; and (4) the Partnership's
ability to borrow under its Bank Credit Agreement, to refinance maturing debt,
and to increase its long-term debt. Some of these factors are affected by
conditions beyond our control including weather, competition in markets we
serve, and the cost of propane.

Pursuant to the Agreement of Limited Partnership of AmeriGas Partners, the
remaining 9.9 million AmeriGas Partners Subordinated Units held by the General
Partner are eligible to convert to Common Units on the first day after the
record date for any quarter ending on or after March 31, 2000 in which certain
cash-based performance and distribution requirements are met. Based upon current
projections of operating results and changes in working capital, it is
reasonably possible that the Partnership could satisfy the requirements for
conversion in respect of the quarter ending September 30, 2002. If and when the
remaining Subordinated Units convert to Common Units, the Company will recognize
accumulated gains resulting from AmeriGas Partners sales of Common Units in
conjunction with, and subsequent to, its April 19, 1995 initial public offering.
Such gains, which are currently estimated to total approximately $165 million,
will be reflected in the Company's balance sheet as an increase in stockholders'
equity and a decrease in minority interests in AmeriGas Partners.

In July 2002, subsequent to the end of the quarter, the Company received $19.3
million in cash from AGZ Holdings ("AGZ") representing repayment of 18 million
EURO face value (90%) of the redeemable bonds of AGZ ("AGZ Bonds") held by the
Company, plus accrued interest. This repayment was funded from the proceeds of
an AGZ placement of high-yield debt. The Company purchased the AGZ Bonds on
March 27, 2001 in conjunction with its joint-venture investment, through AGZ, in
Elf Antargaz, S.A., a leading distributor of liquefied petroleum gas in France.
Concurrent with the repayment, the remaining 2.0 million EURO investment in AGZ
Bonds was redeemed in the form of additional shares of AGZ. After these
transactions, the Company continues to hold an approximate 19.5% equity
investment in shares of AGZ.

On April 30, 2002, UGI's Board of Directors increased the quarterly dividend
rate on UGI Common Stock to $0.4125 a share, or $1.65 on an annual basis.

23

UGI CORPORATION AND SUBSIDIARIES

CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS

The following table presents significant contractual cash obligations under
long-term agreements existing as of June 30, 2002 (in millions).

- ------------------------------------------------------------------------------------------------------------
Three Months
Ended
September 30, Fiscal Fiscal
2002 2003 - 2004 2005 - 2006 Thereafter Total
- ------------------------------------------------------------------------------------------------------------

Long-term debt $ 2.8 $212.6 $346.7 $676.2 $1,238.3
UGI Utilities redeemable
preferred stock -- -- 2.0 18.0 20.0
Operating leases 13.0 71.7 53.8 69.6 208.1
Energy Services supply contracts 30.4 47.1 0.1 -- 77.6
Electric supply contracts 9.0 67.2 33.7 -- 109.9
Gas supply contracts 16.6 130.4 42.7 109.8 299.5
- ------------------------------------------------------------------------------------------------------------
Total $71.8 $529.0 $479.0 $873.6 $1,953.4
- ------------------------------------------------------------------------------------------------------------

CASH FLOWS

Our cash flows are seasonal and are generally greatest during the second and
third fiscal quarters when customers pay bills incurred during the heating
season and are typically at their lowest levels during the first and fourth
fiscal quarters. Accordingly, cash flows from operations during the nine months
ended June 30, 2002 are not necessarily indicative of the cash flows to be
expected for a full year. Our consolidated cash and short-term investments
totaled $138.8 million at June 30, 2002 compared to $55.7 million at June 30,
2001. The higher consolidated cash and short-term investment balances at June
30, 2002 reflects in large part strong operating cash flows from the
Partnership, UGI Utilities and Energy Services. Included in consolidated cash
and short-term investments at June 30, 2002 and 2001 are $57.2 million and $17.2
million, respectively, of cash and short-term investments held by UGI.

OPERATING ACTIVITIES. Cash provided by operating activities was $199.7 million
during the nine months ended June 30, 2002 compared to $106.1 million during the
prior-year nine-month period. Cash flow from operating activities before changes
in working capital was $210.7 million in the 2002 nine-month period compared to
$153.0 million in the prior year nine-month period principally reflecting
significantly higher noncash charges for income taxes and the impact on
prior-year operating cash flows of $16.8 million in settlement payments
associated with Energy Services' exchange-traded natural gas futures contracts.
Changes in operating working capital during the 2002 nine-month period used
$11.0 million of operating cash flow compared with $46.9 million of cash used in
the prior year nine-month period. The significant decline is due in large part
to the effects of lower 2002 nine-month period commodity prices on working
capital.

INVESTING ACTIVITIES. We spent $63.3 million for property, plant and equipment
in the 2002 nine-month period, an increase of $9.1 million from the prior year,
reflecting higher Partnership expenditures for PPX(R), principally grill
cylinder OPDs to comply with NFPA guidelines, and higher capital expenditures
associated with the Columbia Propane Businesses.

FINANCING ACTIVITIES. During the nine month periods ended June 30, 2002 and
2001, we paid cash dividends on UGI Common Stock of $33.3 million and $42.3
million, respectively, and the Partnership

24

UGI CORPORATION AND SUBSIDIARIES

paid the MQD on all publicly held Common Units (as well as the Common and
Subordinated units we own). The higher dividends paid on UGI Common Stock in the
prior year reflects the one-time impact of a change in the timing of funding the
quarterly dividend. During the 2002 nine-month period, AmeriGas Partners
received net proceeds of $49.6 million from its public offering of 2.4 million
Common Units. During the 2002 nine-month period, AmeriGas OLP repaid $20 million
of Acquisition Facility borrowings and $60 million of maturing First Mortgage
Notes, and AmeriGas Partners redeemed $15 million of its 10.125% Senior Notes.
AmeriGas Partners issued $40 million of 8 7/8% Senior Notes and contributed the
proceeds to AmeriGas OLP to reduce indebtedness under its Revolving Credit
Facility and for working capital and general business purposes.

ADOPTION OF SFAS NO. 142

Effective October 1, 2001, we adopted the provisions of SFAS No. 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses the financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes APB Opinion No. 17, "Intangible Assets." SFAS 142 addresses the
financial accounting and reporting for intangible assets acquired individually
or with a group of other assets (excluding those acquired in a business
combination) at acquisition and also addresses the financial accounting and
reporting for goodwill and other intangible assets subsequent to their
acquisition. Under SFAS 142, an intangible asset is amortized over its useful
life unless that life is determined to be indefinite. Goodwill, including excess
reorganization value, and other intangible assets with indefinite lives are not
amortized but are subject to tests for impairment at least annually. As a result
of the adoption of SFAS 142, we ceased the amortization of goodwill and excess
reorganization value effective October 1, 2001.

For a more detailed discussion of SFAS 142 and its impact on the Company's
results, see Note 3 to Condensed Consolidated Financial Statements.

UTILITY REGULATORY MATTERS

The Pennsylvania Public Utility Commission ("PUC") approved a settlement
establishing rules for Electric Utility Provider of Last Resort ("POLR") service
on March 28, 2002, and a separate settlement that modified these rules on June
13, 2002 (collectively the "POLR Settlement"). Under the terms of the POLR
Settlement, Electric Utility will terminate stranded cost recovery through its
Competitive Transition Charge ("CTC") from commercial and industrial ("C&I")
customers on July 31, 2002, and from residential customers on October 31, 2002,
and will no longer be subject to the statutory rate cap as of August 1, 2002 for
C&I customers and as of November 1, 2002 for residential customers. Charges for
generation service will initially be set at a level equal to the rates currently
paid by Electric Utility customers for POLR service, may be raised at certain
designated times up to certain specified caps through December 2004, and may be
set at market rates thereafter. Electric Utility may also offer multiple year
POLR contracts to its customers. The POLR Settlement provides for annual
shopping periods during which customers may elect to remain on POLR service or
choose an alternate supplier. Customers who do not select an alternate supplier
will be obligated to remain on POLR service until the next shopping period.
Residential customers who return to POLR service at a time other than during the
annual shopping period must remain on POLR service until the date of the second
open shopping period after returning. Commercial and industrial customers who
return to POLR service at a time other than during the annual shopping period
must remain on POLR service until the next open shopping period, and may, in
certain circumstances, be subject to generation rate surcharges. Under the June
13, 2002 settlement, the Office of Consumer Advocate also agreed to withdraw a
complaint challenging

25

UGI CORPORATION AND SUBSIDIARIES

Electric Utility's recovery of $1.2 million through an increase in the state tax
adjustment surcharge for 2002.

On June 29, 2000, the PUC issued its order ("Gas Restructuring Order") approving
Gas Utility's restructuring plan filed by Gas Utility pursuant to Pennsylvania's
Natural Gas Choice and Competition Act. Among other things, the implementation
of the Gas Restructuring Order resulted in an increase in Gas Utility's
core-market base rates effective October 1, 2000. This base rate increase was
designed to generate approximately $16.7 million in additional net annual
revenues. The Gas Restructuring Order also required Gas Utility to reduce its
core-market PGC rates by an annualized amount of $16.7 million in the first 14
months following the October 1, 2000 base rate increase.

Beginning December 1, 2001, Gas Utility was required to reduce its PGC rates by
an amount equal to the margin it receives from interruptible customers using
pipeline capacity contracted by Gas Utility for core-market customers. As a
result, beginning December 1, 2001, Gas Utility operating results are more
sensitive to the effects of heating-season weather and less sensitive to the
market prices of alternative fuels.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," the Company has identified the
following critical accounting policies that are most important to the portrayal
of the Company's financial condition and results of operations. The following
policies require management's most subjective or complex judgments, often as a
result of the need to make estimates regarding matters that are inherently
uncertain.

LITIGATION ACCRUALS AND ENVIRONMENTAL REMEDIATION LIABILITIES. The Company is
involved in litigation regarding pending claims and legal actions that arise in
the normal course of its businesses. In addition, UGI Utilities and its former
subsidiaries owned and operated a number of manufactured gas plants in
Pennsylvania and elsewhere at which hazardous substances may be present. In
accordance with generally accepted accounting principles, the Company
establishes reserves for pending claims and legal actions or environmental
remediation obligations when it is probable that a liability exists and the
amount or range of amounts can be reasonably estimated. Reasonable estimates
involve management judgments based on a broad range of information and prior
experience. These judgments are reviewed quarterly as more information is
received and the amounts reserved are updated as necessary. Such estimated
reserves may differ materially from the actual liability, and such reserves may
change materially as more information becomes available and estimated reserves
are adjusted.

REGULATORY ASSETS AND LIABILITIES. Gas Utility, and Electric Utility's
distribution business, are subject to regulation by the Pennsylvania Public
Utility Commission. In accordance with SFAS No. 71, "Accounting for the Effects
of Certain Types of Regulation," we record the effects of rate regulation in our
financial statements as regulatory assets or regulatory liabilities. We
continually assess whether the regulatory assets are probable of future recovery
by evaluating the regulatory environment, recent rate orders and public
statements issued by the PUC and the status of any pending deregulation
legislation. If future recovery of regulatory assets ceases to be probable, the
elimination of those regulatory assets would adversely impact our results of
operations.

26

UGI CORPORATION AND SUBSIDIARIES

IMPAIRMENT OF GOODWILL. Certain of the Company's business units have goodwill
resulting from purchase business combinations. In accordance with SFAS 142, each
of our reporting units with goodwill is required to perform impairment tests
annually or whenever events or circumstances indicate that the value of goodwill
may be impaired. In order to perform these impairment tests, management must
determine the reporting unit's fair value using quoted market prices or, in the
absence of quoted market prices, valuation techniques which use discounted
estimates of future cash flows to be generated by the reporting unit. These cash
flow estimates involve management judgments based on a broad range of
information and historical results. To the extent estimated cash flows are
revised downward, the reporting unit may be required to writedown all or a
portion of its goodwill which would adversely impact our results of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") recently issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" ("SFAS 143"), SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections" ("SFAS 145") and SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146").

SFAS 143 addresses financial accounting and reporting for legal obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it is
incurred with a corresponding increase in the carrying value of the related
asset. Entities shall subsequently charge the retirement cost to expense using a
systematic and rational method over the related asset's useful life and adjust
the fair value of the liability resulting from the passage of time through
charges to interest expense. We are required to adopt SFAS 143 effective October
1, 2002. We are currently in the process of evaluating the impact of SFAS 143 on
our financial condition and results of operations.

SFAS 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), and the
accounting and reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," as it relates to the disposal of a segment of a business. SFAS
144 establishes a single accounting model for long-lived assets to be disposed
of based upon the framework of SFAS 121, and resolves significant implementation
issues of SFAS 121. SFAS 144 is effective for the Company October 1, 2002. We
believe that the adoption of SFAS 144 will not have a material impact on our
financial condition or results of operations.

SFAS 145 rescinded SFAS No. 4, "Reporting Gains and Losses from Extinguishment
of Debt" (an amendment of APB Opinion No. 30) ("SFAS 4"), effective May 15,
2002. SFAS 4 had required that material gains and losses on extinguishment of
debt be classified as an extraordinary item. Under SFAS 145, it is less likely
that a gain or loss on extinguishment of debt would be classified as an
extraordinary item in our Consolidated Statement of Income. Among other things,
SFAS 145 also amends SFAS 13, "Accounting for Leases," to require that certain
lease modifications that have economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
The provisions of SFAS 145 relating to leases are effective for transactions
occurring after May 15, 2002.

27

UGI CORPORATION AND SUBSIDIARIES

We believe that SFAS 145 will not have a material effect on our financial
condition or results of operations.

SFAS 146 addresses accounting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity." Generally, SFAS 146 requires that a liability for costs
associated with an exit or disposal activity, including contract termination
costs, employee termination benefits and other associated costs, be recognized
when the liability is incurred. Under EITF No. 94-3, a liability was recognized
at the date of an entity's commitment to an exit plan. SFAS 146 will be
effective for disposal activities initiated after December 31, 2002. We believe
SFAS 146 will not have a material effect on our financial condition or results
of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures are (1) market prices for propane, natural gas
and electricity; (2) changes in interest rates; and (3) foreign currency
exchange rates.

Price risk associated with fluctuations in the prices the Partnership and our
International Propane operations pay for propane is principally a result of
market forces reflecting changes in supply and demand. The Partnership's
profitability is sensitive to changes in propane supply costs, and the
Partnership generally attempts to pass on increases in such costs to customers.
The Partnership may not, however, always be able to pass through product cost
increases fully, particularly when product costs rise rapidly. In order to
manage a portion of the Partnership's propane market price risk, it uses
contracts for the forward purchase or sale of propane, propane fixed-price
supply agreements, and over-the-counter derivative commodity instruments
including price swap and option contracts. FLAGA's profitability is also
sensitive to changes in propane supply costs and, on occasion, FLAGA also uses
derivative commodity instruments to reduce market risk associated with purchases
of propane. Over-the-counter derivative commodity instruments utilized by the
Partnership and FLAGA to hedge forecasted purchases of propane are generally
settled at expiration of the contract. In order to minimize credit risk
associated with these contracts, we monitor established credit limits with the
contract counterparties. Although we use derivative financial and commodity
instruments to reduce market price risk associated with forecasted transactions,
we do not use derivative financial and commodity instruments for speculative or
trading purposes.

Gas Utility's tariffs contain clauses that permit recovery of substantially all
of the cost of natural gas it sells to its customers. The recovery clauses
provide for a periodic adjustment for the difference between the total amount
actually collected from customers and the recoverable costs incurred. Because of
this ratemaking mechanism, there is limited commodity price risk associated with
our Gas Utility operations.

Electric Utility's electricity distribution business purchases all of its
electric power needs, in excess of the electric power it obtains from its
interests in electric generating facilities, under power supply arrangements of
various lengths and on the spot market. Commencing September 2002, Electric
Utility's transmission and distribution business will purchase substantially all
of its anticipated power needs from electricity marketers under fixed-price
energy and capacity contracts and expects to sell electric power produced from
its interests in electricity generating assets to third parties under contract
or on the spot market. Prices for electricity can be volatile especially during
periods of high

28

UGI CORPORATION AND SUBSIDIARIES

demand or tight supply. Although the generation component of Electric Utility's
rates is subject to various rate cap provisions as a result of the Electricity
Restructuring Order and the POLR Settlement, Electric Utility's fixed-price
contracts with electricity marketers mitigate most risks with offering customers
a fixed price during the rate cap periods. However, should any of the suppliers
under these contracts fail to provide electric power under the terms of the
power and capacity contracts, increases, if any, in the cost of replacement
power or capacity would negatively impact Electric Utility results. In order to
reduce this non-performance risk, Electric Utility has diversified its purchases
across several suppliers and entered into bilateral collateral arrangements with
certain of them.

In order to manage market price risk relating to substantially all of Energy
Services' forecasted fixed-price sales of natural gas, we purchase
exchange-traded natural gas futures contracts or enter into fixed-price supply
arrangements. Exchange-traded natural gas futures contracts are guaranteed by
the New York Mercantile Exchange ("NYMEX") and have nominal credit risk. The
change in market value of these contracts generally requires daily cash deposits
in margin accounts with brokers. Although Energy Services' fixed-price supply
arrangements mitigate most risks associated with its fixed-price sales
contracts, should any of the natural gas suppliers under these arrangements fail
to perform, increases, if any, in the cost of replacement natural gas would
adversely impact Energy Services' results. In order to reduce this risk of
supplier nonperformance, Energy Services has diversified its purchases across
a number of suppliers.

Our variable-rate debt includes borrowings under AmeriGas OLP's Bank Credit
Agreement, borrowings under UGI Utilities' revolving credit agreements, and a
substantial portion of FLAGA's debt. These debt agreements have interest rates
that are generally indexed to short-term market interest rates. Our long-term
debt is typically issued at fixed rates of interest based upon market rates for
debt having similar terms and credit ratings. As these long-term debt issues
mature, we may refinance such debt with new debt having an interest rate that is
more or less than the refinanced debt. In order to reduce interest rate risk
associated with forecasted issuances of fixed-rate debt, we generally enter into
interest rate protection agreements.

The primary currency for which the Company has exchange rate risk is the U.S.
dollar versus the EURO. We do not currently use derivative instruments to hedge
foreign currency exposure associated with our international propane operations
and investments, principally FLAGA and Antargaz. As a result, the U.S. dollar
value of our foreign denominated assets and liabilities will fluctuate with
changes in the associated foreign currency exchange rates. With respect to
FLAGA, our exposure to changes in foreign currency exchange rates has been
significantly limited because the purchase of FLAGA was financed primarily with
EURO denominated debt, and FLAGA's U.S. dollar denominated financial instrument
assets and liabilities are substantially equal in amount. With respect to our
equity investment in Antargaz, a 10% decline in the value of the EURO versus the
U.S. dollar would reduce the book value of this investment by approximately $2.0
million, which amount would be reflected in other comprehensive income.

29

UGI CORPORATION AND SUBSIDIARIES

The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at June 30, 2002. It also includes the
changes in fair value that would result if there were adverse changes in (1) the
market price of propane of 10 cents per gallon; (2) the market price of natural
gas of 50 cents per dekatherm; and (3) interest rates on ten-year U.S. treasury
notes of 100 basis points:

PART II OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) List of Exhibits:

99 Certification by the Chief Executive Officer and the Chief
Financial Officer relating to the Registrant's Report on Form
10-Q for the quarter ended June 30, 2002.

(b) The following Current Reports on Form 8-K were filed during the fiscal
quarter ended June 30, 2002:

DATE ITEM NUMBER CONTENT

April 29, 2002 5 Notice of webcast of Chairman's
presentation to the American Gas
Association Financial Forum
conference

May 21, 2002 4, 7 Changes in Registrant's Certifying
Accountant

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

UGI Corporation
-------------------------------
(Registrant)

Date: August 13, 2002 By: /s/ A.J. Mendicino
----------------------------
A.J. Mendicino,
Vice President - Finance and
Chief Financial Officer

31

UGI CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

99 Certification by the Chief Executive Officer and the Chief Financial
Officer relating to the Registrant's Report on Form 10-Q for the quarter
ended June 30, 2002