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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
Commission file number 1-13692
Commission file number 33-92734-01
Commission file number 333-72986-02
Commission file number 333-72986-01
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
Delaware 23-2787918
Delaware 23-2800532
Delaware 23-3074434
Delaware 23-3077318
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
460 North Gulph Road, King of Prussia, PA 19406
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-7000
(REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Units representing limited New York Stock Exchange,Inc.
partner interests
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
INDICATE BY CHECK MARK WHETHER EACH 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 [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
The aggregate market value of AmeriGas Partners, L.P. Common Units held by
nonaffiliates of AmeriGas Partners, L.P. on March 31, 2004 was approximately
$1,563,865,441. At December 1, 2004, there were outstanding 54,477,272 Common
Units representing limited partner interests.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the AmeriGas Partners, L.P.
Annual Report for the year ended September 30, 2004 are incorporated by
reference in Part II of this Form 10-K.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [X] No [ ]
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TABLE OF CONTENTS
PAGE
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PART I: ............................................................................. 1
Item 1. Business..................................................................... 1
Item 2. Properties................................................................... 10
Item 3. Legal Proceedings............................................................ 10
Item 4. Submission of Matters to a Vote of Security Holders.......................... 11
PART II: ............................................................................. 12
Item 5. Market for Registrant's Common Units, Related Security
Holder Matters and Issuer Purchases of Equity Securities..................... 12
Item 6. Selected Financial Data...................................................... 14
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................... 15
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk......................................................................... 28
Item 8. Financial Statements and Supplementary Data.................................. 28
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................................... 28
Item 9A. Controls and Procedures...................................................... 28
Item 9B. Other Information............................................................ 28
PART III: ............................................................................. 29
Item 10. Directors and Executive Officers of the General Partner...................... 29
Item 11. Executive Compensation....................................................... 34
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................................... 44
Item 13. Certain Relationships and Related Transactions............................... 47
Item 14. Principal Accountant Fees and Services....................................... 49
PART IV: ............................................................................. 51
Item 15. Exhibits and Financial Statement Schedules................................... 51
Signatures................................................................... 59
Index to Financial Statements and Financial Statement
Schedules................................................................... F-2
(ii)
PART I:
ITEM 1. BUSINESS
GENERAL
AmeriGas Partners, L.P. ("AmeriGas Partners" or the "Partnership") is a
publicly traded limited partnership formed under Delaware law on November 2,
1994. We are the largest retail propane distributor in the United States,
distributing more than one billion gallons of propane annually. As of September
30, 2004, we served approximately 1.3 million residential, commercial,
industrial, agricultural and motor fuel customers from approximately 650
district locations in 46 states.
We are a holding company and we conduct our business principally through
our subsidiary, AmeriGas Propane, L.P. ("AmeriGas OLP") and its subsidiary,
AmeriGas Eagle Propane, L.P. ("Eagle OLP" and together with AmeriGas OLP, the
"Operating Partnership"), both Delaware limited partnerships. Our common units
("Common Units"), which represent limited partner interests, are traded on the
New York Stock Exchange under the symbol "APU." Our executive offices are
located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406, and our
telephone number is (610) 337-7000. In this report, the terms "Partnership" and
"AmeriGas Partners," as well as the terms "our," "we," and "its," are used
sometimes as abbreviated references to AmeriGas Partners, L.P. itself or
AmeriGas Partners, L.P. and its consolidated subsidiaries, including the
Operating Partnership.
AmeriGas Propane, Inc. is our general partner (the "General Partner") and
is responsible for managing our operations. The General Partner is a wholly
owned subsidiary of UGI Corporation ("UGI"), a public company listed on the New
York Stock Exchange and the Philadelphia Stock Exchange. Through various
subsidiaries, UGI has been in the propane distribution business for over 40
years. The General Partner has an effective 46% ownership interest in the
Partnership. See Notes 1 and 2 to the Partnership's Consolidated Financial
Statements.
We have three co-registrants: AmeriGas Finance Corp., formed on March 13,
1995; AmeriGas Eagle Finance Corp., formed on February 22, 2001; and AP Eagle
Finance Corp., formed on April 12, 2001 (each, a "Finance Corp." and together
the "Finance Corp."). Each Finance Corp. was formed to serve as co-obligor for
one of our series of senior notes. Each Finance Corp. has nominal assets and
conducts no business operations. Accordingly, this report contains no discussion
of the results of operations, liquidity or capital resources of any Finance
Corp. The Finance Corp. executive offices are located at 460 North Gulph Road,
King of Prussia, Pennsylvania 19406; telephone number (610) 337-7000.
BUSINESS STRATEGY
Our strategy is to increase market share through acquisitions and internal
growth, leverage our national and local economies of scale, and achieve
operating efficiencies through productivity improvements. We regularly consider
and evaluate opportunities for growth through the acquisition of local, regional
and national propane distributors. Acquisitions are an important part of our
strategy, because only modest growth in total demand for propane is foreseen. We
may choose to finance future acquisitions with debt, equity, cash or a
combination of the three.
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We compete for acquisitions with others engaged in the propane distribution
business. Although we believe there are numerous potential acquisition
candidates in the industry, there can be no assurance that we will find
attractive candidates in the future, or that we will be able to acquire such
candidates on economically acceptable terms. Internal growth will be provided in
part from expansion of our PPX Prefilled Propane Xchange(R) and Strategic
Accounts programs. In addition, we believe opportunities exist to grow our
business internally through sales and marketing programs designed to attract and
retain customers.
GENERAL PARTNER INFORMATION
The Partnership's website can be found at www.amerigas.com. The
Partnership makes available free of charge at this website (under the "Investor
Relations & Corporate Governance - SEC filings" caption) copies of its reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, including its Annual Report on Form 10-K, its Quarterly Reports on
Form 10-Q and its Current Reports on Form 8-K. The General Partner's Principles
of Corporate Governance, Code of Ethics for the Chief Executive Officer and
Senior Financial Officers, Code of Business Conduct and Ethics for Directors,
Officers and Employees, and charters of the Corporate Governance, Audit and
Compensation/Pension Committees of the Board of Directors of the General Partner
are also available on the Partnership's website, under the caption "Investor
Relations & Corporate Governance - Corporate Governance." All of these documents
are also available free of charge by writing to Robert W. Krick, Vice President
and Treasurer, AmeriGas Propane, Inc., P.O. Box 965, Valley Forge, PA 19482.
FORWARD-LOOKING STATEMENTS
Some information contained in this Annual Report on Form 10-K may contain
forward-looking statements. Such statements use forward-looking words such as
"believe," "plan," "anticipate," "continue," "estimate," "expect," "may,"
"will," or other similar words. These statements discuss plans, strategies,
events or developments that we expect or anticipate will or may occur in the
future.
A forward-looking statement may include a statement of the assumptions or
bases underlying the forward-looking statement. We believe that we have chosen
these assumptions or bases in good faith and that they are reasonable. However,
we caution you that actual results almost always vary from assumed facts or
bases, and the differences between actual results and assumed facts or bases can
be material, depending on the circumstances. When considering forward-looking
statements, you should keep in mind the following important factors which could
affect our future results and could cause those results to differ materially
from those expressed in our forward-looking statements: (1) adverse weather
conditions resulting in reduced demand; (2) cost volatility and availability of
propane, and the capacity to transport propane to our market areas; (3) changes
in laws and regulations, including safety, tax and accounting matters; (4)
competitive pressures from the same and alternative energy sources; (5) failure
to acquire new customers thereby reducing or limiting an increase in revenues;
(6) liability for environmental claims; (7) customer conservation measures and
improvements in energy efficiency and technology resulting in reduced demand;
(8) adverse labor relations; (9) large customer, counterparty or supplier
defaults; (10) liability in excess of insurance coverage for personal injury and
property damage arising from explosions and other catastrophic events, including
acts of terrorism, resulting from operating hazards and risks incidental to
transporting, storing and distributing propane, butane and ammonia; (11)
political, regulatory and economic
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conditions in the United States and foreign countries; and (12) interest rate
fluctuations and other capital market conditions.
These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. We undertake no obligation to
update publicly any forward-looking statement whether as a result of new
information or future events except as required by the federal securities laws.
GENERAL INDUSTRY INFORMATION
Propane is separated from crude oil during the refining process and also
extracted from natural gas or oil wellhead gas at processing plants. Propane is
normally transported and stored in a liquid state under moderate pressure or
refrigeration for economy and ease of handling in shipping and distribution.
When the pressure is released or the temperature is increased, it is usable as a
flammable gas. Propane is colorless and odorless; an odorant is added to allow
its detection. Propane is clean burning, producing negligible amounts of
pollutants when properly consumed.
The primary customers for propane are residential, commercial,
agricultural, motor fuel and industrial users to whom natural gas is not readily
available. Propane is typically more expensive than natural gas, competitive
with fuel oil when operating efficiencies are taken into account and, in most
areas, cheaper than electricity on an equivalent energy basis.
PRODUCTS, SERVICES AND MARKETING
As of September 30, 2004, the Partnership distributed propane to
approximately 1.3 million customers from locations in 46 states. The Partnership
also sells, installs and services propane appliances, including heating systems.
In certain markets, the Partnership also installs and services propane fuel
systems for motor vehicles. Typically, district locations are found in suburban
and rural areas where natural gas is not available. Districts generally consist
of an office, appliance showroom, warehouse and service facilities, with one or
more 18,000 to 30,000 gallon storage tanks on the premises. As part of its
overall transportation and distribution infrastructure, the Partnership operates
as an interstate carrier in 48 states throughout the United States. It is also
licensed as a carrier in Canada.
The Partnership sells propane primarily to five markets: residential,
commercial/industrial, motor fuel, agricultural and wholesale. Approximately 82%
of the Partnership's fiscal year 2004 sales (based on gallons sold) were to
retail accounts and approximately 18% were to wholesale customers. Sales to
residential customers in fiscal 2004 represented approximately 42% of retail
gallons sold; industrial/commercial customers 33%; motor fuel customers 12%; and
agricultural customers 7%. Transport gallons, which are large-scale deliveries
to retail customers other than residential, accounted for 6% of 2004 retail
gallons. No single customer represents, or is anticipated to represent, more
than 5% of the Partnership's consolidated revenues.
The Partnership continues to expand its PPX Prefilled Propane Xchange
program ("PPX (R)"). At September 30, 2004, PPX was available at approximately
21,800 retail locations throughout the United States. Sales of our PPX grill
cylinders to retailers are included in the
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commercial/industrial market. The PPX program enables consumers to exchange
their empty 20-pound propane grill cylinders for filled cylinders at various
retail locations such as home centers, mass merchandisers and grocery and
convenience stores.
In the residential market, which includes both conventional and
manufactured housing, propane is used primarily for home heating, water heating
and cooking purposes. Commercial users, which include motels, hotels,
restaurants and retail stores, generally use propane for the same purposes as
residential customers. Industrial customers use propane to fire furnaces, as a
cutting gas and in other process applications. Other industrial customers are
large-scale heating accounts and local gas utility customers who use propane as
a supplemental fuel to meet peak load deliverability requirements. As a motor
fuel, propane is burned in internal combustion engines that power over-the-road
vehicles, forklifts and stationary engines. Agricultural uses include tobacco
curing, chicken brooding and crop drying. In its wholesale operations, the
Partnership principally sells propane to large industrial end-users and other
propane distributors.
Retail deliveries of propane are usually made to customers by means of
bobtail and rack trucks. Propane is pumped from the bobtail truck, which
generally holds 2,400 to 3,000 gallons of propane, into a stationary storage
tank on the customer's premises. The Partnership owns most of these storage
tanks and leases them to its customers. The capacity of these tanks ranges from
approximately 120 gallons to approximately 1,200 gallons. The Partnership also
delivers propane to retail customers in portable cylinders with capacities of 4
to 24 gallons. Some of these deliveries are made to the customer's location,
where empty cylinders are either picked up for replenishment or filled in place.
PROPANE SUPPLY AND STORAGE
The Partnership has over 200 domestic and international sources of supply,
including the spot market. Supplies of propane from the Partnership's sources
historically have been readily available. During the year ended September 30,
2004, over 90% of the Partnership's propane supply was purchased under supply
agreements with terms of 1 to 3 years. Approximately 83% of the volumes
purchased under those agreements were from 10 suppliers, including BP Products
North America Inc. and its affiliate BP Marketing Inc. (approximately 28%);
Dynegy Midstream Services (approximately 17%); and Enterprise Products Operating
LP and its affiliate Canadian Enterprises Gas Products Ltd. (approximately 14%).
The availability of propane supply is dependent upon, among other things, the
severity of winter weather, the price and availability of competing fuels such
as natural gas and crude oil, and the availability of imported supply. Although
no assurance can be given that supplies of propane will be readily available in
the future, management currently expects to be able to secure adequate supplies
during fiscal year 2005. If supply from major sources were interrupted, however,
the cost of procuring replacement supplies and transporting those supplies from
alternative locations might be materially higher and, at least on a short-term
basis, margins could be affected. Aside from BP, Dynegy and Enterprise Products,
no single supplier provided more than 10% of the Partnership's total propane
supply in fiscal year 2004. In certain market areas, however, some suppliers
provide 70% to 80% of the Partnership's requirements. Disruptions in supply in
these areas could also have an adverse impact on the Partnership's margins.
During fiscal year 2004, 92% of the Partnership's supply contracts
provided for pricing based upon (i) index formulas using the current prices
established at major storage points such as Mont Belvieu, Texas, or Conway,
Kansas, or (ii) posted prices at the time of delivery. In
-4-
addition, some agreements provided maximum and minimum seasonal purchase volume
guidelines. The percentage of contract purchases, and the amount of supply
contracted for at fixed prices, will vary from year to year as determined by the
General Partner. The Partnership uses a number of interstate pipelines, as well
as railroad tank cars, delivery trucks and barges, to transport propane from
suppliers to storage and distribution facilities. The Partnership stores propane
at large storage facilities in Arizona, Pennsylvania and Virginia, as well as at
smaller facilities in several other states.
Because the Partnership's profitability is sensitive to changes in
wholesale propane costs, the Partnership generally seeks to pass on increases in
the cost of propane to customers. There is no assurance, however, that the
Partnership will always be able to pass on product cost increases fully,
particularly when product costs rise rapidly. Product cost increases can be
triggered by periods of severe cold weather, supply interruptions, increases in
the prices of base commodities such as crude oil and natural gas, or other
unforeseen events. The General Partner has adopted supply acquisition and
product cost risk management practices to reduce the effect of volatility on
selling prices. These practices currently include the use of summer storage,
forward purchases and derivative commodity instruments such as options and
propane price swaps. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Market Risk Disclosures."
-5-
The following graph shows the average prices of propane on the propane
spot market during the last five fiscal years at Mont Belvieu, Texas and Conway,
Kansas, two major storage areas.
AVERAGE PROPANE SPOT MARKET PRICES
[AVERAGE PROPANE SPOT PRICES CHART]
Mont Belvieu Conway
Oct-99 45.4550 43.3900
Nov-99 43.4410 38.7780
Dec-99 42.9532 35.2314
Jan-00 56.1090 42.2140
Feb-00 59.7500 47.2630
Mar-00 51.1820 47.8180
Apr-00 46.88 43.64
May-00 51.31 50.81
Jun-00 55.47 56.22
Jul-00 54.88 56.29
Aug-00 58.54 63.52
Sep-00 64.21 70.95
Oct-00 61.82 64.05
Nov-00 60.71 60.45
Dec-00 77.63 79.75
Jan-01 77.27 83.03
Feb-01 59.39 63.03
Mar-01 54.94 57.12
Apr-01 54.37 60.26
May-01 51.20 56.90
Jun-01 43.17 47.70
Jul-01 38.87 43.27
Aug-01 41.54 45.71
Sep-01 41.67 46.53
Oct-01 39.48 44.19
Nov-01 33.04 35.19
Dec-01 30.43 30.34
Jan-02 29.05 26.60
Feb-02 31.20 27.92
Mar-02 37.95 35.93
Apr-02 41.52 40.07
May-02 40.69 38.09
Jun-02 37.51 35.25
Jul-02 37.19 35.47
Aug-02 41.49 41.53
Sep-02 47.17 45.93
Oct-02 47.95 47.12
Nov-02 47.26 48.01
Dec-02 52.40 52.32
Jan-03 60.38 57.70
Feb-03 77.30 73.03
Mar-03 62.77 57.09
Apr-03 50.42 50.28
May-03 54.09 55.41
Jun-03 55.98 59.71
Jul-03 53.01 58.90
Aug-03 54.84 63.63
Sep-03 52.00 59.44
Oct-03 55.44 65.21
Nov-03 54.66 58.12
Dec-03 62.87 64.15
Jan-04 74.35 67.56
Feb-04 69.98 61.99
Mar-04 58.64 56.35
Apr-04 60.62 58.55
May-04 67.65 64.37
Jun-04 67.12 64.27
Jul-04 74.21 71.65
Aug-04 83.84 86.44
Sep-04 80.18 81.98
COMPETITION
Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. Propane distributors compete for customers
against suppliers of electricity, fuel oil and natural gas, principally on the
basis of price, service, availability and portability. Electricity is a major
competitor of propane, but propane generally enjoys a competitive price
advantage over electricity for space heating, water heating and cooking. Fuel
oil is also a major competitor of propane and is generally less expensive than
propane. Operating efficiencies and other factors such as air quality and
environmental advantages, however, generally make propane competitive with fuel
oil as a heating source. Furnaces and appliances that burn propane will not
operate on fuel oil, and vice versa, and, therefore, a conversion from one fuel
to the other requires the installation of new equipment. Propane serves as an
alternative to natural gas in rural and suburban areas where natural gas is
unavailable or portability of product is required. Natural gas is generally a
less expensive source of energy than propane, although in areas where natural
gas is available, propane is used for certain industrial and
-6-
commercial applications and as a standby fuel during interruptions in natural
gas service. The gradual expansion of the nation's natural gas distribution
systems has resulted in the availability of natural gas in some areas that
previously depended upon propane. However, natural gas pipelines are not present
in many regions of the country where propane is sold for heating and cooking
purposes.
In the motor fuel market, propane competes with gasoline and diesel fuel
as well as electric batteries and fuel cells. Wholesale propane distribution is
a highly competitive, low margin business. Propane sales to other retail
distributors and large-volume, direct-shipment industrial end-users are price
sensitive and frequently involve a competitive bidding process.
The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Therefore, the Partnership's ability to grow
within the industry is dependent on its ability to acquire other retail
distributors and to achieve internal growth, which includes expansion of the PPX
program (through which consumers can exchange an empty propane grill cylinder
for a filled one) and Strategic Accounts program (through which the Partnership
encourages large, multi-location propane users to enter into a supply agreement
with it rather than with many small suppliers), as well as the success of its
sales and marketing programs designed to attract and retain customers. The
failure of the Partnership to retain and grow its customer base would have an
adverse effect on its results.
The domestic propane retail distribution business is highly competitive.
The Partnership competes in this business with other large propane marketers,
including other full-service marketers, and thousands of small independent
operators. In recent years, some rural electric cooperatives and fuel oil
distributors have expanded their businesses to include propane distribution and
the Partnership competes with them as well. The ability to compete effectively
depends on providing high quality customer service, maintaining competitive
retail prices and controlling operating expenses.
Based on the most recent annual survey by the American Petroleum
Institute, the 2002 domestic retail market for propane (annual sales for other
than chemical uses) was approximately 11.9 billion gallons and, based on LP-GAS
magazine rankings, 2003 sales volume of the ten largest propane companies
(including AmeriGas Partners) represented approximately 36% of domestic retail
sales. Management believes the Partnership's 2004 retail volume represents 9% of
the domestic retail market.
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TRADE NAMES, TRADE AND SERVICE MARKS
The Partnership markets propane principally under the "AmeriGas(R),"
"America's Propane Company(R)" and "PPX Prefilled Propane Xchange(R)" trade
names and related service marks. UGI owns, directly or indirectly, all the
right, title and interest in the "AmeriGas" and related trade and service marks.
The General Partner owns all right, title and interest in the "America's Propane
Company" and "PPX Prefilled Propane Xchange" trade names and related service
marks. The Partnership has an exclusive (except for use by UGI, AmeriGas, Inc.
and the General Partner), royalty-free license to use these names and trade and
service marks. UGI and the General Partner each have the option to terminate its
respective license agreement (on 12 months prior notice in the case of UGI),
without penalty, if the General Partner is removed as general partner of the
Partnership other than for cause. If the General Partner ceases to serve as the
general partner of the Partnership for cause, the General Partner has the option
to terminate its license agreement upon payment of a fee equal to the fair
market value of the licensed trade names. UGI has a similar termination option,
however, UGI must provide 12 months prior notice in addition to paying the fee.
SEASONALITY
Because many customers use propane for heating purposes, the Partnership's
retail sales volume is seasonal, with approximately 59% of the Partnership's
fiscal year 2004 retail sales volume occurring during the five-month peak
heating season from November through March. As a result of this seasonality,
sales are higher in the Partnership's first and second fiscal quarters (October
1 through March 31). Cash receipts are greatest during the second and third
fiscal quarters when customers pay for propane purchased during the winter
heating season.
Sales volume for the Partnership traditionally fluctuates from
year-to-year in response to variations in weather, prices, competition, customer
mix and other factors, such as conservation efforts and general economic
conditions. For historical information on national weather statistics, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
-8-
GOVERNMENT REGULATION
The Partnership is subject to various federal, state and local
environmental, safety and transportation laws and regulations governing the
storage, distribution and transportation of propane and the operation of bulk
storage LPG terminals. These laws include, among others, the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or, the "Superfund Law"), the Clean Air
Act, the Occupational Safety and Health Act, the Homeland Security Act of 2002,
the Emergency Planning and Community Right to Know Act, the Clean Water Act and
comparable state statutes. CERCLA imposes joint and several liability on certain
classes of persons considered to have contributed to the release or threatened
release of a "hazardous substance" into the environment without regard to fault
or the legality of the original conduct. Propane is not a hazardous substance
within the meaning of federal and state environmental laws. However, the
Partnership owns and operates real property where such hazardous substances may
exist. See Notes 2 and 10 to the Partnership's Consolidated Financial
Statements.
All states in which the Partnership operates have adopted fire safety
codes that regulate the storage and distribution of propane. In some states
these laws are administered by state agencies, and in others they are
administered on a municipal level. The Partnership conducts training programs to
help ensure that its operations are in compliance with applicable governmental
regulations. With respect to general operations, National Fire Protection
Association ("NFPA") Pamphlets No. 54 and No. 58, which establish a set of rules
and procedures governing the safe handling of propane, or comparable
regulations, have been adopted as the industry standard in a majority of the
states in which the Partnership operates. The latest version of NFPA Pamphlet
No. 58, adopted by a number of states, requires certain stationary cylinders
that are filled in place to be re-qualified periodically. Management believes
that the policies and procedures currently in effect at all of its facilities
for the handling, storage and distribution of propane are consistent with
industry standards and are in compliance in all material respects with
applicable environmental, health and safety laws.
With respect to the transportation of propane by truck, the Partnership is
subject to regulations promulgated under the Federal Motor Carrier Safety Act
and the Homeland Security Act of 2002. These regulations cover the security of
and transportation of hazardous materials and are administered by the United
States Department of Transportation ("DOT"). The Natural Gas Safety Act of 1968
required the DOT to develop and enforce minimum safety regulations for the
transportation of gases by pipeline. The DOT's pipeline safety code applies to,
among other things, a propane gas system which supplies 10 or more customers
from a single source and a propane gas system any portion of which is located in
a public place. The code requires operators of all gas systems to provide
training and written instructions for employees, establish written procedures to
minimize the hazards resulting from gas pipeline emergencies, and keep records
of inspections and testing. Operators are subject to the Pipeline Safety
Improvement Act of 2002, which, among other things, protects from adverse
employment actions employees who provide information to their employers or to
the federal government as to pipeline safety.
EMPLOYEES
The Partnership does not directly employ any persons responsible for
managing or operating the Partnership. The General Partner provides these
services and is reimbursed for its direct and indirect costs and expenses,
including all compensation and benefit costs. At
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September 30, 2004, the General Partner had approximately 6,100 employees,
including approximately 330 temporary and part-time employees, working on behalf
of the Partnership. UGI also performs certain financial and administrative
services for the General Partner on behalf of the Partnership and is reimbursed
by the Partnership.
ITEM 2. PROPERTIES
As of September 30, 2004, the Partnership owned approximately 89% of its
district locations. In addition, the Partnership subleases three one-million
barrel underground storage caverns in Arizona to store propane and butane for
itself and third parties. The Partnership also owns a 600,000 barrel
refrigerated, above-ground storage facility located on leased property in
California. The California facility, which the Partnership operates, is
currently leased to several refiners for the storage of butane.
The transportation of propane requires specialized equipment. The trucks
and railroad tank cars utilized for this purpose carry specialized steel tanks
that maintain the propane in a liquefied state. As of September 30, 2004, the
Partnership operated a transportation fleet with the following assets:
APPROXIMATE QUANTITY EQUIPMENT TYPE % OWNED % LEASED
- -------------------- -------------- ------- --------
430 Trailers 94 6
240 Tractors 39 61
180 Railroad tank cars 0 100
2,600 Bobtail trucks 19 81
350 Rack trucks 20 80
2,150 Service and delivery trucks 21 79
Other assets owned at September 30, 2004 included approximately 900,000
stationary storage tanks with typical capacities of 121 to 2,000 gallons and
approximately 2.3 million portable propane cylinders with typical capacities of
1 to 120 gallons. The Partnership also owned approximately 5,300 large volume
tanks which are used for its own storage requirements. AmeriGas OLP has debt
secured by liens and mortgages on its real and personal property. AmeriGas OLP
owns approximately 67% of the Partnership's property, plant and equipment.
ITEM 3. LEGAL PROCEEDINGS
With the exception of the matter set forth below, no material legal
proceedings are pending involving the Partnership, any of its subsidiaries, or
any of their properties, and no such proceedings are known to be contemplated by
governmental authorities other than claims arising in the ordinary course of the
Partnership's business.
Swiger, et al. v. UGI/AmeriGas, Inc. et al. Plaintiffs Samuel and Brenda
Swiger and their son (the "Swigers") sustained personal injuries and property
damage as a result of a fire that
-10-
occurred when propane that leaked from an underground line ignited. In July
1998, the Swigers filed a class action lawsuit against AmeriGas Propane, L.P.
(named incorrectly as "UGI/AmeriGas, Inc."), in the Circuit Court of Monongalia
County, West Virginia (Civil Action No. 98-C-298), in which they sought to
recover an unspecified amount of compensatory and punitive damages and
attorney's fees, for themselves and on behalf of persons in West Virginia for
whom the defendants had installed propane gas lines, allegedly resulting from
the defendants' failure to install underground propane lines at depths required
by applicable safety standards. The court recently granted the plaintiffs'
motion to include customers acquired from Columbia Propane in August 2001 as
additional potential class members, and to amend their complaint to name
additional parties consistent with such ruling. In 2003, the defendants settled
the individual personal injury and property damage claims of the Swigers. Class
counsel has indicated that the class is seeking compensatory damages in excess
of $12 million plus punitive damages, civil penalties and attorneys' fees. The
defendants believe they have good defenses to the claims of the class members
and intend to vigorously defend against the remaining claims in this lawsuit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the last
fiscal quarter of the 2004 fiscal year.
-11-
PART II:
ITEM 5. MARKET FOR REGISTRANT'S COMMON UNITS, RELATED SECURITY HOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Each Common Unit represents a limited partner interest in the Partnership.
Common Units are listed on the New York Stock Exchange, which is the principal
trading market for such securities, under the symbol "APU." The following table
sets forth, for the periods indicated, the high and low sale prices per Common
Unit, as reported on the New York Stock Exchange ("NYSE") Composite Transactions
tape, and the amount of cash distributions paid per Common Unit.
PRICE RANGE CASH
2004 FISCAL YEAR HIGH LOW DISTRIBUTION
- ---------------- ------ ------ ------------
Fourth Quarter $29.64 $25.91 $0.55
Third Quarter 29.98 25.09 0.55
Second Quarter 30.19 27.84 0.55
First Quarter 28.37 24.80 0.55
PRICE RANGE CASH
2003 FISCAL YEAR HIGH LOW DISTRIBUTION
- ---------------- ------ ------ ------------
Fourth Quarter $27.13 $22.50 $0.55
Third Quarter 27.25 24.00 0.55
Second Quarter 25.09 23.30 0.55
First Quarter 24.73 20.25 0.55
As of November 1, 2004, there were 1,549 record holders of the
Partnership's Common Units. Effective November 18, 2002, the Partnership's
subordinated units, representing limited partner interests, were converted to
Common Units.
The Partnership makes quarterly distributions to its partners in an
aggregate amount equal to its Available Cash, as defined in the Third Amended
and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., which
is an exhibit to this report. Available Cash generally means, with respect to
any fiscal quarter of the Partnership, all cash on hand at the end of such
quarter, plus all additional cash on hand as of the date of determination
resulting from borrowings subsequent to the end of such quarter, less the amount
of cash reserves established by the General Partner in its reasonable discretion
for future cash requirements. Certain reserves are maintained to provide for the
payment of principal and interest under the terms of the Partnership's debt
agreements and other reserves may be maintained to provide for the proper
conduct of the Partnership's business, and to provide funds for distribution
during the next four fiscal quarters. The information concerning restrictions on
distributions required by Item 5 of this
-12-
report is incorporated herein by reference to Notes 4 and 5 to the Partnership's
Consolidated Financial Statements which are incorporated herein by reference.
Prior to the termination of the subordination period effective November 18,
2002, Distributions of Available Cash to the General Partner on its subordinated
units, representing limited partner interests ("Subordinated Units") were
subject to the prior rights of holders of the Common Units to receive the
Minimum Quarterly Distribution ("MQD") for each quarter during the subordination
period, and to receive any arrearages in the distribution of the MQD on the
Common Units for prior quarters during the subordination period. In December
2002, the General Partner determined that the cash-based performance and
distribution requirements for termination of the subordination period were
achieved in respect of the quarter ended September 30, 2002. As a result,
effective November 18, 2002, the subordinated units held by the General Partner
were converted to Common Units.
PARTNERSHIP TAX MATTERS
As required by federal tax regulations, the Partnership changed its taxable
year-end from September 30 to December 31. Accordingly, Common Unitholders who
owned Common Units during the 12-month period ended September 30, 2004 and the
3-month period ending December 31, 2004 will receive two 2004 Federal Schedule
K-1s in March 2005. If a Common Unitholder receives two 2004 K-1s, he or she
should combine the K-1s and report the total on his or her 2004 federal income
tax return. In future years, Unitholders of the Partnership will receive one K-1
covering the calendar year.
-13-
ITEM 6. SELECTED FINANCIAL DATA
Year Ended
September 30,
---------------------------------------------------------------------
2004 2003 2002 2001 (a) 2000 (a)
----------- ------------ ----------- ----------- -----------
(Thousands of dollars, except per unit)
FOR THE PERIOD:
INCOME STATEMENT DATA:
Revenues $ 1,775,900 $ 1,628,424 $ 1,307,880 $ 1,418,364 $ 1,120,056
Income before accounting changes $ 91,854 $ 71,958 $ 55,366 $ 53,015 $ 15,196
Cumulative effect of accounting changes (b) - - - 12,494 -
----------- ----------- ----------- ----------- -----------
Net income (c) (d) $ 91,854 $ 71,958 $ 55,366 $ 65,509 $ 15,196
=========== =========== =========== =========== ===========
Limited partners' interest
in net income $ 90,935 $ 71,238 $ 54,812 $ 64,854 $ 15,044
Income per limited partner
unit - basic and diluted:
Income before accounting changes $ 1.71 $ 1.42 $ 1.12 $ 1.18 $ 0.36
Cumulative effect of accounting changes - - - 0.28 -
----------- ----------- ----------- ----------- -----------
Net income (c) (d) $ 1.71 $ 1.42 $ 1.12 $ 1.46 $ 0.36
=========== =========== =========== =========== ===========
Cash distributions declared
per limited partner unit $ 2.20 $ 2.20 $ 2.20 $ 2.20 $ 2.20
AT PERIOD END:
BALANCE SHEET DATA:
Current assets $ 298,116 $ 250,244 $ 238,401 $ 241,935 $ 197,347
Total assets 1,550,227 1,496,088 1,486,176 1,508,097 1,266,722
Current liabilities (excluding debt) 292,402 253,255 250,984 250,187 181,003
Total debt 901,351 927,286 955,784 1,005,904 887,234
Minority interests 7,749 7,005 6,232 5,641 2,587
Partners' capital 289,038 253,683 228,366 203,505 155,971
OTHER DATA:
EBITDA (e) $ 255,910 $ 234,364 $ 209,649 $ 220,338 $ 157,326
Capital expenditures (including
capital leases) $ 62,303 $ 53,429 $ 53,472 $ 39,204 $ 30,427
Retail propane gallons sold (millions) 1,059.1 1,074.9 987.5 866.8 817.7
Degree days - % (warmer) colder
than normal (f) (4.9) 0.2 (10.0) 2.6 (13.7)
(a) Arthur Andersen LLP audited the Partnership's consolidated financial
statements for 2001 and 2000.
(b) Includes cumulative effect of accounting changes associated with the
Partnership's changes in accounting for tank fee revenue and tank
installation costs and the adoption of Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities."
(c) Pro forma net income and net income per limited partner unit after
applying retroactively the changes in accounting for tank installation
costs and tank fee revenue are as follows: 2000 - $14,989 and $0.35,
respectively.
(d) SFAS No. 142, "Goodwill and Other Intangible Assets," was adopted
effective October 1, 2001. Net income and net income per limited partner
unit adjusted to reflect the impact of SFAS No. 142 as if it had been
adopted at the beginning of the periods presented are as follows: 2001 -
$89,079 and $1.98; 2000 - $38,313 and $0.90, respectively.
(e) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) 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. Management believes
EBITDA is a meaningful non-GAAP measure used by investors to compare the
Partnership's operating performance with other companies within the
propane industry. Weather significantly impacts demand for propane and
profitability because many customers use propane for heating purposes.
(f) 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 United States, excluding Alaska.
-14-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") relates to AmeriGas Partners and the Operating Partnerships.
AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp.
have nominal assets and do not conduct any operations but act as co-obligors of
certain AmeriGas Partners' debt securities. Accordingly, discussions of the
results of operations and financial condition and liquidity of these entities
are not presented. Our MD&A should be read in conjunction with our consolidated
financial statements and related notes thereto incorporated by reference in this
Annual Report on Form 10-K.
EXECUTIVE SUMMARY
AmeriGas Partners, the largest retail propane marketer in the United States,
achieved record financial results during Fiscal 2004. This year's increase in
net income per unit reflects the benefits realized from the Partnership's growth
and expense containment strategies. The Partnership was able to achieve these
results notwithstanding warmer than normal weather and a high product cost
environment. Weather and product cost volatility are risks that face all
competitors in this industry.
The propane industry is mature, with residential customer growth estimated to be
approximately 2%. Given the industry's maturity, the Partnership's growth
strategy focuses on acquisition of other propane marketers and internal growth
achieved by exploiting its geographical coverage and by offering superior
customer service.
During Fiscal 2004, weather was 4.9% warmer than normal and our product costs
increased approximately 13% compared to the prior year. The Partnership's
earnings before interest expense, income taxes, depreciation and amortization
("EBITDA") grew 9% to $255.9 million compared to Fiscal 2003. The negative
effects of warmer winter weather and price-induced customer conservation on
propane volumes were partially offset by volume growth from acquisitions and
growth in our Prefilled Propane Xchange(R) ("PPX") program, Strategic Accounts
and the base business. The Partnership managed its margins effectively during a
year of rising propane product costs while experiencing the benefits on
operating expenses of the management realignment completed in late Fiscal 2003.
In Fiscal 2005 and beyond, the Partnership will continue to focus on growing its
traditional customer base. The Partnership expects to achieve base business
growth by improving customer service and the effectiveness of its sales force,
while maintaining competitive prices. In addition, the Partnership will control
operating and administrative expenses by executing a series of initiatives to
enhance productivity.
-15-
ANALYSIS OF RESULTS OF OPERATIONS
The following analysis compares the Partnership's results of operations for (1)
the year ended September 30, 2004 ("Fiscal 2004") with the year ended September
30, 2003 ("Fiscal 2003") and (2) Fiscal 2003 with the year ended September 30,
2002 ("Fiscal 2002").
The following table provides gallon, weather and certain financial information
for the Partnership and should be read in conjunction with "Fiscal 2004 Compared
to Fiscal 2003" and "Fiscal 2003 Compared to Fiscal 2002":
(Dollars in millions)
Year Ended September 30,
-----------------------------------
2004 2003 2002
---------- ---------- ----------
Gallons sold (millions):
Retail 1,059.1 1,074.9 987.5
Wholesale 225.0 209.8 195.3
---------- ---------- ----------
1,284.1 1,284.7 1,182.8
========== ========== ==========
Revenues:
Retail propane $ 1,480.1 $ 1,375.5 $ 1,102.8
Wholesale propane 159.6 127.1 88.8
Other 136.2 125.8 116.3
---------- ---------- ----------
$ 1,775.9 $ 1,628.4 $ 1,307.9
========== ========== ==========
Total margin (a) $ 746.7 $ 718.1 $ 654.8
EBITDA (b) $ 255.9 $ 234.4 $ 209.6
Operating income $ 176.7 $ 164.0 $ 145.3
Net income $ 91.9 $ 72.0 $ 55.4
Degree days - % (warmer) colder
than normal (c) (4.9)% 0.2% (10.0)%
(a) Total margin represents total revenues less total cost of sales.
(b) EBITDA (earnings before interest expense, income taxes, depreciation and
amortization) 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 of America. Management
believes EBITDA is a meaningful non-GAAP financial measure used by
investors to compare the Partnership's operating performance with other
companies within the propane industry and to evaluate our ability to meet
loan covenants. Weather significantly impacts demand for propane and
profitability because many customers use propane for heating purposes. The
following table includes reconciliations of net income to EBITDA for the
fiscal years presented:
-16-
Year Ended September 30,
-----------------------------------
2004 2003 2002
---------- ---------- ----------
Net income $ 91.9 $ 72.0 $ 55.4
Income tax expense 0.2 0.6 0.3
Interest expense 83.2 87.2 87.8
Depreciation 75.5 70.4 62.0
Amortization 5.1 4.2 4.1
---------- ---------- ----------
EBITDA $ 255.9 $ 234.4 $ 209.6
========== ========== ==========
(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 United States, excluding Alaska.
FISCAL 2004 COMPARED WITH FISCAL 2003
Based upon heating degree day data, temperatures in Fiscal 2004 were 4.9% warmer
than normal compared to temperatures that were essentially normal in Fiscal
2003. Retail propane volumes sold during Fiscal 2004 decreased slightly compared
to Fiscal 2003 as the effects of warmer than normal winter weather more than
offset volume growth from acquisitions, principally the October 2003 acquisition
of Horizon Propane LLC ("Horizon Propane"). In addition, Fiscal 2004 retail
propane volumes were also negatively affected by customer conservation driven by
record-high propane product costs. Low margin wholesale volumes increased
primarily reflecting greater product cost hedging activities.
Retail propane revenues increased $104.6 million as a $124.8 million increase
due to higher average selling prices was partially offset by a $20.2 million
decrease due to the lower retail volumes sold. Wholesale propane revenues
increased $32.5 million reflecting (1) a $23.3 million increase due to higher
average selling prices and (2) a $9.2 million increase due to the higher volumes
sold relating to product cost hedging activities. In Fiscal 2004, the propane
industry experienced sustained higher propane product costs which resulted in
higher average retail and wholesale selling prices. Total propane cost of sales
increased $115.4 million principally reflecting the effects of significantly
higher propane product costs.
Despite lower retail volumes sold as a result of the warmer weather, total
margin increased $28.6 million due to higher average retail propane margins per
gallon and greater margin from non-propane sales and services. As a result of
significantly higher propane product costs, the Partnership increased average
retail selling prices realizing higher average margins per gallon while
remaining competitive in the marketplace. Average PPX margin per gallon
decreased in Fiscal 2004 as selling prices were lowered in response to
competition in the marketplace. The effects of lower average PPX selling prices
on PPX margin per gallon were partially offset by effective cost management
initiatives. Margin from non-propane sales and services increased $6.9 million
principally reflecting higher margin from tank rentals, PPX cylinder sales and
hauling and terminal sales and services.
-17-
EBITDA increased $21.5 million in Fiscal 2004 reflecting (1) the previously
mentioned increase in total margin, (2) the absence of a $3.0 million loss on
extinguishment of long-term debt incurred in Fiscal 2003, and (3) a $2.8 million
increase in other income. These increases were partially offset by a $12.6
million increase in operating and administrative expenses principally due to
higher compensation, distribution, administrative and general insurance
expenses, partially offset by the absence of $3.8 million of expenses associated
with initiating the management realignment in Fiscal 2003 and the continued
beneficial effects on Fiscal 2004 operating expenses of the realignment.
Although EBITDA is not a measure of performance or financial condition under
accounting principles generally accepted in the United States of America,
management believes EBITDA is a meaningful non-GAAP financial measure used by
investors to compare the Partnership's operating performance with other
companies within the propane industry and to evaluate the Partnership's ability
to meet loan covenants. Other income in Fiscal 2004 increased principally due to
greater income from finance charges.
Operating income in Fiscal 2004 increased $12.7 million as the previously
mentioned increases in margin and other income were partially offset by (1)
higher depreciation and amortization expense related to recent acquisitions, (2)
higher depreciation associated with PPX and (3) the aforementioned increase in
operating expenses. Net income in Fiscal 2004 increased to $91.9 million from
$72.0 million in Fiscal 2003 due to the increase in operating income, a $4.0
million decrease in interest expense and the absence of the $3.0 million loss on
extinguishment of long-term debt incurred in Fiscal 2003. Interest expense
decreased principally as a result of lower long-term debt outstanding.
FISCAL 2003 COMPARED WITH FISCAL 2002
Weather based upon heating degree days was essentially normal during Fiscal 2003
compared to weather that was 10.0% warmer than normal in Fiscal 2002. Although
temperatures nationwide averaged near normal during Fiscal 2003, our overall
results reflect weather that was significantly warmer in the West and generally
colder than normal in the East. Retail propane volumes sold increased 87.4
million gallons in Fiscal 2003 due principally to the effects of the colder
weather and, to a much lesser extent, volume growth from acquisitions and
customer growth. These increases were achieved notwithstanding the effects of
price-induced customer conservation and, with respect to commercial and
industrial customers, continuing economic weakness.
Retail propane revenues increased $272.7 million reflecting (1) a $175.1 million
increase due to higher average selling prices and (2) a $97.6 million increase
due to the higher retail volumes sold. Wholesale propane revenues increased
$38.3 million reflecting (1) a $31.7 million increase due to higher average
selling prices and (2) a $6.6 million increase due to the higher volumes sold.
The higher retail and wholesale selling prices reflect significantly higher
propane product costs during Fiscal 2003 resulting from, among other things,
higher crude oil and natural gas prices and lower propane inventories. Other
revenues from ancillary sales and services were $125.8 million in Fiscal 2003
and $116.3 million in Fiscal 2002. Total cost of sales increased $257.3 million
reflecting the higher propane product costs and higher volumes sold.
The $63.3 million increase in total margin is principally due to the higher
propane gallons sold and, to a lesser extent, slightly higher average retail
propane unit margins. Notwithstanding the previously mentioned significant
increase in the commodity price of propane, retail propane unit
-18-
margins were slightly higher than the prior year reflecting the effects of the
higher average selling prices and the benefits of favorable propane product cost
hedging activities.
EBITDA increased $24.8 million in Fiscal 2003 reflecting the previously
mentioned increase in total margin and a $4.6 million increase in other income
partially offset by a $40.6 million increase in operating and administrative
expenses and a $2.3 million increase in losses associated with early
extinguishments of long-term debt. Operating and administrative expenses
increased principally due to higher medical and general insurance expenses,
higher distribution expenses as a result of the previously mentioned greater
retail volumes, and higher incentive compensation and uncollectible accounts
expenses. In addition, the Partnership incurred $3.8 million of costs during
Fiscal 2003 associated with a realignment of the Partnership's management
structure announced in June 2003. Other income in Fiscal 2003 includes a gain of
$1.1 million from the settlement of certain hedge contracts and greater income
from finance charges and asset sales while other income in the prior year was
reduced by a $2.1 million loss from declines in the value of propane commodity
option contracts. Operating income in Fiscal 2003 increased less than the
increase in EBITDA due to higher depreciation expense principally associated
with PPX partially offset by the previously mentioned increase in losses
associated with early extinguishments of long-term debt. Net income increased
$16.6 million reflecting the increase in operating income partially offset by
the previously mentioned increase in losses associated with the early
extinguishments of long-term debt.
FINANCIAL CONDITION AND LIQUIDITY
CAPITALIZATION AND LIQUIDITY
The Partnership's debt outstanding at September 30, 2004 totaled $901.4 million.
There were no amounts outstanding under AmeriGas OLP's Credit Agreement at
September 30, 2004.
AmeriGas OLP's Credit Agreement expires on October 15, 2008 and consists of (1)
a $100 million Revolving Credit Facility and (2) a $75 million Acquisition
Facility. The Revolving Credit Facility may be used for working capital and
general purposes of AmeriGas OLP. The Acquisition Facility provides AmeriGas OLP
with the ability to borrow up to $75 million to finance the purchase of propane
businesses or propane business assets or, to the extent it is not so used, for
working capital and general purposes, subject to restrictions in the AmeriGas
Partners Senior Notes indentures. Issued and outstanding letters of credit under
the Revolving Credit Facility, which reduce the amount available for borrowings,
totaled $45.9 million at September 30, 2004. AmeriGas OLP's short-term borrowing
needs are seasonal and are typically greatest during the fall and winter
heating-season months due to the need to fund higher levels of working capital.
AmeriGas OLP also has a credit agreement with the General Partner to borrow up
to $20 million on an unsecured, subordinated basis, for working capital and
general purposes. UGI has agreed to contribute up to $20 million to the General
Partner to fund such borrowings.
AmeriGas Partners periodically issues debt and equity securities and expects to
continue to do so. It has issued debt securities and Common Units in
underwritten public offerings in each of the last three fiscal years. Most
recently, it issued debt securities in April 2004 and Common Units in May 2004,
both in underwritten public offerings. Proceeds of public offerings are used to
reduce indebtedness and for general Partnership purposes, including funding
acquisitions.
-19-
AmeriGas Partners has effective debt and equity shelf registration statements
with the U.S. Securities and Exchange Commission ("SEC") under which it may
issue up to an additional (1) 1.4 million AmeriGas Partners Common Units and (2)
up to $446.2 million of debt or equity pursuant to an unallocated shelf
registration statement.
AmeriGas OLP must maintain certain financial ratios in order to borrow under its
Credit Agreement including a minimum interest coverage ratio and a maximum debt
to EBITDA ratio, as defined. AmeriGas OLP's ratios calculated as of September
30, 2004 permit it to borrow up to the maximum amount available. For a more
detailed discussion of the Partnership's credit facilities, see Note 5 to
Consolidated Financial Statements. Based upon existing cash balances, cash
expected to be generated from operations, borrowings available under its Credit
Agreement, and the expected refinancing of its maturing long-term debt, the
Partnership's management believes that the Partnership will be able to meet its
anticipated contractual commitments and projected cash needs in Fiscal 2005.
PARTNERSHIP DISTRIBUTIONS
The Partnership makes distributions to its partners approximately 45 days after
the end of each fiscal quarter in a total amount equal to its Available Cash for
such quarter. Available Cash generally means:
1. all cash on hand at the end of such quarter,
2. plus all additional cash on hand as of the date of determination resulting
from borrowings after the end of such quarter,
3. less the amount of cash reserves established by the General Partner in its
reasonable discretion.
Since its formation in 1995, the Partnership has paid the Minimum Quarterly
Distribution of $0.55 ("MQD") on all limited partner units outstanding. The
amount of Available Cash needed annually to pay the MQD on all units and the
general partner interests in Fiscal 2004, 2003 and 2002 was approximately $118
million, $112 million and $109 million, respectively. Based upon the number of
Partnership units outstanding on September 30, 2004, the amount of Available
Cash needed annually to pay the MQD on all units and the general partner
interests is approximately $120 million. A reasonable proxy for the amount of
cash available for distribution that is generated by the Partnership can be
calculated by subtracting from the Partnership's EBITDA (1) interest expense and
(2) capital expenditures needed to maintain operating capacity. Partnership
distributable cash as calculated under this method for Fiscal 2004, 2003 and
2002 is as follows:
-20-
Year Ended September 30, 2004 2003 2002
- ------------------------ ---------- ---------- ----------
(Millions of dollars)
Net income $ 91.9 $ 72.0 $ 55.4
Income tax expense 0.2 0.6 0.3
Interest expense 83.2 87.2 87.8
Depreciation 75.5 70.4 62.0
Amortization 5.1 4.2 4.1
---------- ---------- ----------
EBITDA 255.9 234.4 209.6
Interest expense (83.2) (87.2) (87.8)
Maintenance capital expenditures (23.1) (22.0) (20.7)
---------- ---------- ----------
Distributable cash $ 149.6 $ 125.2 $ 101.1
---------- ---------- ----------
Although distributable cash is a reasonable estimate of the amount of cash
available for distribution by the Partnership, it does not reflect, among other
things, the impact of changes in working capital and the amount of distributable
cash used to finance growth capital expenditures, which can significantly affect
cash available for distribution. Distributable cash 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 of America.
Management believes distributable cash is a meaningful non-GAAP measure for
evaluating the Partnership's ability to declare and pay the MQD pursuant to the
terms of the Partnership Agreement. The Partnership's definition of
distributable cash may be different from that used by other companies. Although
the level of distributable cash in Fiscal 2002 was less than the full MQD, other
sources of cash, including cash from equity offerings and borrowings and changes
in working capital, were more than sufficient to permit the Partnership to pay
the full MQD. The ability of the Partnership to 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
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, the cost of propane and changes in
capital market conditions.
CONVERSION OF SUBORDINATED UNITS
In December 2002, the General Partner determined that the cash-based performance
and distribution requirements for the conversion of the remaining 9,891,072
Subordinated Units, all of which were held by the General Partner, had been met
in respect of the quarter ended September 30, 2002. As a result, these
Subordinated Units were converted to a like number of Common Units effective
November 18, 2002. The conversion of the Subordinated Units did not result in an
increase in the total number of AmeriGas Partners limited partner units
outstanding.
-21-
CONTRACTUAL CASH OBLIGATIONS AND COMMITMENTS
The Partnership has certain contractual cash obligations that extend beyond
Fiscal 2004 including obligations associated with long-term debt, lease
obligations and propane supply contracts. The following table presents
significant contractual cash obligations as of September 30, 2004 (in millions):
Payments Due by Period
--------------------------------------------------------------------------
Less than 2 - 3 4 - 5 After
Total 1 year years years 5 years
---------- ---------- ---------- ---------- ----------
Long-term debt $ 886.0 $ 57.0 $ 169.1 $ 178.0 $ 481.9
Operating leases 194.5 40.7 64.4 44.3 45.1
Propane supply contracts 12.8 12.8 - - -
---------- ---------- ---------- ---------- ----------
Total $ 1,093.3 $ 110.5 $ 233.5 $ 222.3 $ 527.0
---------- ---------- ---------- ---------- ----------
CASH FLOWS
OPERATING ACTIVITIES. Due to the seasonal nature of the Partnership's business,
cash flows from operating activities are generally strongest during the second
and third fiscal quarters when customers pay for propane consumed during the
heating season months. Conversely, operating cash flows are generally at their
lowest levels during the first and fourth fiscal quarters when the Partnership's
investment in working capital, principally accounts receivable and inventories,
is generally greatest. The Partnership uses its Revolving Credit Facility to
satisfy its seasonal operating cash flow needs. Cash flow from operating
activities was $177.7 million in Fiscal 2004, $139.3 million in Fiscal 2003 and
$159.5 million in Fiscal 2002. Cash flow from operating activities before
changes in operating working capital was $179.9 million in Fiscal 2004, $153.3
million in Fiscal 2003 and $122.8 million in Fiscal 2002. Changes in operating
working capital used $2.3 million and $14.0 million of operating cash flow in
Fiscal 2004 and 2003, and provided $36.7 million in Fiscal 2002, respectively.
The increase in Fiscal 2004 and 2003 working capital cash needs primarily
reflects the effects of higher propane product costs on customer accounts
receivable, inventories and accounts payable.
INVESTING ACTIVITIES. Cash flow used in investing activities was $90.5 million
in Fiscal 2004, $72.5 million in Fiscal 2003 and $44.4 million in Fiscal 2002.
We spent $61.7 million for property, plant and equipment (comprising $23.1
million of maintenance capital expenditures and $38.6 million of growth capital
expenditures) in Fiscal 2004 compared to expenditures of $52.9 million
(comprising maintenance capital expenditures of $22.0 million and growth capital
expenditures of $30.9 million) in Fiscal 2003. Proceeds from disposals of assets
increased $6.3 million principally due to strategic divestitures of certain
district locations. During Fiscal 2004, the Partnership acquired Horizon Propane
and several other propane distribution businesses for total cash consideration
of $42.6 million.
FINANCING ACTIVITIES. Cash flow used by financing activities was $92.4 million
in Fiscal 2004, $68.3 million in Fiscal 2003 and $100.3 million in Fiscal 2002.
Financing activity cash flow is primarily the result of repayments and issuances
of long-term debt, borrowings under our Credit Agreement, distributions on
limited partner units and proceeds from issuances of Common Units.
-22-
In April 2004, AmeriGas OLP repaid $53.8 million face amount of maturing First
Mortgage Notes. In conjunction with this repayment, AmeriGas Partners issued $28
million face amount of 8.875% Senior Notes due 2011 at an effective rate of
7.18%, and contributed the net proceeds of $30.1 million to AmeriGas OLP.
In May 2004, AmeriGas Partners sold 2,000,000 Common Units in an underwritten
public offering at a public offering price of $25.61 per unit. In June 2004, the
underwriters partially exercised their overallotment option in the amount of
100,000 Common Units. The net proceeds of the public offering totaling $51.2
million and the associated capital contributions from the General Partner were
contributed to AmeriGas OLP and used to reduce indebtedness under its bank
credit agreement and for general partnership purposes.
RELATED PARTY TRANSACTIONS
Pursuant to the Partnership Agreement and a Management Services Agreement among
AmeriGas Eagle Holdings, Inc. ("AEH"), the general partner of AmeriGas Eagle
Propane, L.P. ("Eagle OLP"), and AmeriGas Propane, Inc. (the "General Partner"),
the General Partner is entitled to reimbursement for all direct and indirect
expenses incurred or payments it makes on behalf of the Partnership. These
costs, which totaled $304.6 million in 2004, $284.3 million in 2003 and $262.4
million in 2002, include employee compensation and benefit expenses of employees
of the General Partner and general and administrative expenses.
UGI Corporation ("UGI") provides certain financial and administrative services
to the General Partner. UGI bills the General Partner for all direct and
indirect corporate expenses incurred in connection with providing these services
and the General Partner is reimbursed by the Partnership for these expenses.
Such corporate expenses totaled $11.3 million in 2004, $8.3 million in 2003 and
$6.3 million in 2002. In addition, UGI and certain of its subsidiaries provide
office space and automobile liability insurance to the Partnership. These
expenses totaled $2.7 million in 2004, $1.7 million in 2003 and $1.5 million in
2002.
Subsequent to the Columbia Propane acquisition and prior to the sale of the
Partnership's 50% ownership interest in Atlantic Energy (see Note 17 to
Consolidated Financial Statements), the Partnership purchased propane on behalf
of Atlantic Energy, Inc. ("Atlantic Energy"). Atlantic Energy reimbursed
AmeriGas OLP for its purchases plus interest as Atlantic Energy sold such
propane to third parties or to AmeriGas OLP itself. The total dollar value of
propane purchased on behalf of Atlantic Energy was $30.0 million, $17.2 million
and $11.4 million in 2004, 2003 and 2002, respectively. Purchases of propane by
AmeriGas OLP from Atlantic Energy during 2004, 2003 and 2002 totaled $29.3
million, $23.9 million and $12.1 million, respectively.
In November 2004, in conjunction with the Partnership's sale of its 50%
ownership interest in Atlantic Energy, UGI Asset Management, Inc. ("UGI Asset
Management") and AmeriGas OLP entered into a Product Sales Agreement whereby UGI
Asset Management has agreed to sell and AmeriGas OLP has agreed to purchase a
minimum of 25 million gallons of propane annually at the Atlantic Energy
terminal in Chesapeake, Virginia. The Product Sales Agreement will take effect
on April 1, 2005 and continue for a primary term of five years with an option to
extend the agreement for up to an additional five years. The price to be paid
for product purchased under the
-23-
agreement will be determined annually using a contractual formula that takes
into account published index prices and the locational value of deliveries at
the Atlantic Energy terminal.
Prior to the sale of Atlantic Energy, the General Partner provided it with other
services including accounting, insurance and other administrative services and
was reimbursed for the related costs. Such costs were not material during 2004,
2003 or 2002. In addition, AmeriGas OLP entered into product cost hedging
contracts on behalf of Atlantic Energy. When these contracts were settled,
AmeriGas OLP was reimbursed the cost of any losses, or distributed the proceeds
of any gains, to Atlantic Energy.
Amounts due from Atlantic Energy at September 30, 2004 and 2003 totaled $2.8
million and $2.0 million, respectively, which amounts are included in accounts
receivable - related parties in the Consolidated Balance Sheets.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that are expected to have an
effect on the Partnership's financial condition, change in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources.
MARKET RISK DISCLOSURES
Our primary financial market risks include commodity prices for propane and
interest rates on borrowings.
The risk associated with fluctuations in the prices the Partnership pays for
propane are principally a result of market forces reflecting changes in supply
and demand for propane and other energy commodities. 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
reduce the volatility of the Partnership's propane market price risk, we use
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. Over-the-counter derivative commodity
instruments utilized by the Partnership to hedge forecasted purchases of propane
are generally settled at expiration of the contract. In order to minimize credit
risk associated with derivative commodity contracts, we carefully 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.
The Partnership has both fixed-rate and variable-rate debt. Changes in interest
rates impact the cash flows of variable-rate debt but generally do not impact
its fair value. Conversely, changes in interest rates impact the fair value of
fixed-rate debt but do not impact their cash flows.
Our variable rate debt includes borrowings under AmeriGas OLP's Credit
Agreement. This agreement has interest rates that are generally indexed to
short-term market interest rates. At September 30, 2004 and 2003, there were no
borrowings outstanding under this agreement.
-24-
Based upon weighted average borrowings outstanding under these agreements during
Fiscal 2004 and Fiscal 2003, an increase in short-term interest rates of 100
basis points (1%) would have increased our interest expense by $0.2 million
during each fiscal year.
The remainder of our debt outstanding is subject to fixed rates of interest. A
100 basis point increase in market interest rates would result in decreases in
the fair value of this fixed rate debt of $36.7 million and $42.6 million at
September 30, 2004 and 2003, respectively. A 100 basis point decrease in market
interest rates would result in increases in the fair market value of this debt
of $38.9 million and $45.5 million at September 30, 2004 and 2003, respectively.
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
interest rates reflecting then-current market conditions. This debt may have an
interest rate that is more or less than the refinanced debt. In order to reduce
interest rate risk associated with near-term forecasted issuances of fixed-rate
debt, from time to time we enter into interest rate protection agreements.
The following table summarizes the fair values of unsettled market risk
sensitive derivative instruments held at September 30, 2004 and 2003. It also
includes the changes in fair value that would result if there were an adverse
change in (1) the market price of propane of 10 cents per gallon and (2)
interest rates on ten-year U.S. treasury notes of 50 basis points:
Change in Fair
Fair Value Value
------------ --------------
(Millions of dollars)
September 30, 2004
Propane commodity price risk $ 13.1 $ (13.8)
Interest rate risk (1.7) (3.7)
September 30, 2003
Propane commodity price risk $ (0.6) $ (24.3)
Interest rate risk (0.2) (2.1)
Because the Partnership's derivative instruments generally qualify as hedges
under SFAS 133, we expect that changes in the fair value of derivative
instruments used to manage propane price or interest rate risk would be
substantially offset by gains or losses on the associated underlying
transactions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements and related disclosures in compliance
with generally accepted accounting principles requires the selection and
application of appropriate accounting principles to the relevant facts and
circumstances of the Partnership's operations and the use of estimates made by
management. The Partnership has identified the following critical accounting
policies that are most important to the portrayal of the Partnership's financial
condition and results of operations. Changes in these policies could have a
material effect on the financial
-25-
statements. The application of these accounting policies necessarily requires
management's most subjective or complex judgments regarding estimates and
projected outcomes of future events which could have a material impact on the
financial statements. Management has reviewed these critical accounting
policies, and the estimates and assumptions associated with them, with its Audit
Committee. In addition, management has reviewed the following disclosures
regarding the application of these critical accounting policies with the Audit
Committee.
LITIGATION ACCRUALS. The Partnership is involved in litigation regarding pending
claims and legal actions that arise in the normal course of its business. In
accordance with accounting principles generally accepted in the United States of
America, the Partnership establishes reserves for pending claims and legal
actions 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.
DEPRECIATION AND AMORTIZATION OF LONG-LIVED ASSETS. We compute depreciation on
property, plant and equipment on a straight-line basis over estimated useful
lives generally ranging from 2 to 40 years. We also use amortization methods and
determine asset values of intangible assets other than goodwill using reasonable
assumptions and projections. Changes in the estimated useful lives of property,
plant and equipment and changes in intangible asset amortization methods or
values could have a material effect on our results of operations.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2003, the Financial Accounting Standards Board ("FASB") revised
Financial Interpretation No. 46, "Consolidation of Variable Interest Entities"
("FIN 46"), which was originally issued in January 2003 and clarifies Accounting
Research Bulletin No. 51, "Consolidated Financial Statements." FIN 46 was
effective immediately for variable interest entities created or obtained after
January 31, 2003. For variable interest entities created or acquired before
February 1, 2003, FIN 46 was effective beginning with our interim period ended
March 31, 2004. If certain conditions are met, FIN 46 requires the primary
beneficiary to consolidate certain variable interest entities. The Partnership
has not created or obtained any variable interest entities prior to, or after
January 31, 2003. Therefore, the adoption of FIN 46 did not affect the
Partnership's financial position or results of operations.
Effective April 2004, the Partnership adopted Emerging Issues Task Force Issue
No. 03-6, "Participating Securities and the Two-Class Method under FASB
Statement No. 128" ("EITF 03-6"), which results in the calculation of net income
per limited partner unit for each period according to distributions declared and
participation rights in undistributed earnings, as if all of the earnings for
the period had been distributed. In periods with undistributed earnings above
certain levels, the calculation according to the two-class method results in an
increased allocation of undistributed earnings to the general partner and a
dilution of the earnings to the limited partners. Due to the seasonality of the
propane business, the dilutive effect of EITF 03-6 on net income per limited
-26-
partner unit will typically impact the first three fiscal quarters. EITF 03-6
did not impact net income per limited partner unit for the 2004 fiscal year.
-27-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
"Quantitative and Qualitative Disclosures About Market Risk" are contained
in Management's Discussion and Analysis of Financial Condition and Results of
Operations under the caption "Market Risk Disclosures" and are incorporated here
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and financial statement schedules referred to in
the index contained on pages F-2 and F-3 of this report are incorporated herein
by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The General Partner's management, with the participation of the Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the Partnership's disclosure controls and procedures as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Partnership's disclosure controls
and procedures as of the end of the period covered by this report were designed
and functioning effectively to provide reasonable assurance that the information
required to be disclosed by the Partnership in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. The
General Partner believes that a controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
(b) Change in Internal Control over Financial Reporting
No change in the Partnership's internal control over financial reporting
occurred during the Partnership's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Partnership's
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
-28-
PART III:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
We do not directly employ any persons responsible for managing or
operating the Partnership. The General Partner and UGI provide such services and
are reimbursed for direct and indirect costs and expenses including all
compensation and benefit costs. See "Certain Relationships and Related
Transactions" and Note 11 to the Partnership's Consolidated Financial
Statements.
The Board of Directors of the General Partner established a committee (the
"Audit Committee") consisting of three individuals, currently, Messrs. Marrazzo,
Van Dyck and Vincent, who are neither officers nor employees of the General
Partner or any affiliate of the General Partner. The Board of Directors of the
General Partner has determined that all members of the Audit Committee qualify
as "audit committee financial experts" within the meaning of the Securities and
Exchange Commission regulations. The Board of Directors considered Mr. Vincent's
professional experience to be "other relevant experience" within the meaning of
the applicable regulations. See "Directors and Executive Officers of the General
Partner" below, for a description of Mr. Vincent's professional experience. Each
member of the Audit Committee is "independent" as defined by the New York Stock
Exchange listing standards. The Audit Committee has the authority to (i) make
determinations or review determinations made by management in transactions that
require special approval by the Committee under the terms of the Partnership
Agreement and (ii) at the request of the General Partner, review specific
matters as to which the General Partner believes there may be a conflict of
interest, in order to determine if the resolution of such conflict is fair and
reasonable to the Partnership. In addition, the Audit Committee acts on behalf
of the Board of Directors in fulfilling its responsibility to:
- oversee the financial reporting process and the adequacy of controls
relative to financial and business risk;
- monitor the independence of the Partnership's independent
accountants and the performance of the independent accountants and
internal audit staff; and
- provide a means for open communication among the independent
accountants, management, internal audit staff and the Board of
Directors.
The Audit Committee has sole authority to appoint, retain, fix the
compensation of and oversee the work of the independent auditors. A copy of the
current charter of the Audit Committee is posted on the Partnership's website,
www.amerigas.com; see "Investor Relations - Corporate Governance."
The General Partner has adopted a Code of Ethics for the Chief Executive
Officer and Senior Financial Officers that applies to the General Partner's
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.
The Code of Ethics is included as an exhibit to this Report and is posted on the
Partnership's website, www.amerigas.com; see "Investor Relations - Corporate
Governance."
-29-
DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The following table sets forth certain information with respect to the
directors and executive officers of the General Partner. Directors are elected
annually by AmeriGas, Inc., as the sole shareholder of the General Partner.
AmeriGas, Inc. is a wholly owned subsidiary of UGI. Executive officers are
elected for one-year terms. There are no family relationships between any of the
directors or any of the executive officers or between any of the executive
officers and any of the directors.
NAME AGE POSITION WITH THE GENERAL PARTNER
---- --- ---------------------------------
Lon R. Greenberg 54 Chairman, Director
Eugene V. N. Bissell 51 President, Chief Executive Officer
and Director
Thomas F. Donovan 71 Director
Richard C. Gozon 66 Director
William J. Marrazzo 55 Director
James W. Stratton 68 Director
Stephen A. Van Dyck 61 Director
Roger B. Vincent 59 Director
William D. Katz 51 Vice President - Human Resources
Robert H. Knauss 51 Vice President and
General Counsel and
Corporate Secretary
Martha B. Lindsay 52 Vice President - Finance and
Chief Financial Officer
David L. Lugar 47 Vice President - Supply and Logistics
Carey M. Monaghan 53 Vice President - Sales and Marketing
William J. Stanczak 49 Controller and Chief Accounting Officer
Mr. Greenberg is a director (since 1994) and Chairman of the General
Partner. He previously served as President and Chief Executive Officer of the
General Partner from 1996 until July 2000. He is also a director (since 1994)
and Chairman (since 1996), Chief Executive Officer (since 1995), and President
(since 1994) of UGI Corporation, having previously been
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Senior Vice President - Legal and Corporate Development of UGI (1989 to 1994).
Mr. Greenberg previously served as Vice President and General Counsel of
AmeriGas, Inc. (1984 to 1994). He also serves as a director of UGI Utilities,
Inc.
Mr. Bissell is President, Chief Executive Officer and a director of the
General Partner (since July 2000). He previously served as Senior Vice President
- - Sales and Marketing of the General Partner (October 1999 to July 2000), having
served as Vice President - Sales and Operations (1995 to 1999). Previously, he
was Vice President - Distributors and Fabrication, BOC Gases (1995), having been
Vice President - National Sales (1993 to 1995) and Regional Vice President
(Southern Region) for Distributor and Cylinder Gases Division, BOC Gases (1989
to 1993). From 1981 to 1987, Mr. Bissell held various positions with UGI
Corporation and its subsidiaries, including Director, Corporate Development. He
is a member of the Board of Directors of the National Propane Gas Association.
Mr. Donovan was elected a director of the General Partner on April 25,
1995. He retired as Vice Chairman of Mellon Bank on January 31, 1997, a position
he had held since 1988. He continues to serve as a director of UGI Corporation
and UGI Utilities, Inc.
Mr. Gozon was elected a director of the General Partner on February 24,
1998. He retired as Executive Vice President of Weyerhaeuser Company in 2002 (an
integrated forest products company) and Chairman of Norpac (North Pacific Paper
Company, a joint venture with Nippon Paper Industries), positions he had held
since 1994. Mr. Gozon was formerly a director (1984 to 1993), President and
Chief Operating Officer of Alco Standard Corporation (a provider of paper and
office products) (1988 to 1993); Executive Vice President and Chief Operating
Officer (1987); Vice President (1982 to 1988); and President (1979 to 1987) of
Paper Corporation of America. He also serves as a director of UGI Corporation,
UGI Utilities, Inc., AmeriSource Bergen Corp., and Triumph Group, Inc.
Mr. Marrazzo was elected a director of the General Partner on April 23,
2001. He is Chief Executive Officer and President of WHYY, Inc., a public
television and radio company in the nation's fourth largest market (since 1997).
Previously, he was Chief Executive Officer and President of Roy F. Weston, Inc.
(1988 to 1997); Water Commissioner for the Philadelphia Water Department
(1971 to 1988) and Managing Director for the City of Philadelphia (1983 to
1984). He also serves as a director of American Water Corporation and Woodard &
Curran Engineers.
Mr. Stratton was elected a director of the General Partner on April 25,
1995. He has been the Chairman, Chief Executive Officer and a director of
Stratton Management Company (investment advisory and financial consulting firm)
since 1972. In addition, Mr. Stratton is a director of UGI Corporation, UGI
Utilities, Inc., Stratton Growth Fund, Inc., Stratton Monthly Dividend REIT
Shares, Inc., Stratton Small-Cap Value Fund and Teleflex, Inc.
Mr. Van Dyck was elected a director of the General Partner on June 15,
1995. He is Chairman of the Board of Maritrans Inc. (since 1987) having served
as Chief Executive Officer (1987 to 2003). Maritrans is one of the nation's
largest independent marine transporters of petroleum. He also serves as a
director of the Board of West of England Mutual Insurance Association, the
American Petroleum Institute, the Chamber of Shipping of America and Seamans'
Church Institute.
-31-
Mr. Vincent was elected a director of the General Partner on January 8,
1998. He is President of Springwell Corporation, a corporate finance advisory
firm located in New York (since 1989). Mr. Vincent served in various capacities
at Bankers Trust Company (1971 to 1989), including positions with direct and
oversight responsibilities for credit management. Mr. Vincent is also a director
of the ING Funds.
Mr. Katz is Vice President - Human Resources of the General Partner (since
December 1999), having served as Vice President - Corporate Development (1996 to
1999). Previously, he was Vice President - Corporate Development of UGI
Corporation (1995 to 1996). Prior to joining UGI Corporation, Mr. Katz was
Director of Corporate Development with Campbell Soup Company for over five
years. He also practiced law for approximately 10 years, first with the firm of
Jones, Day, Reavis & Pogue, and later in the Legal Department at Campbell Soup
Company.
Mr. Knauss is Vice President and General Counsel of the General Partner
(since October 2003) and UGI Corporation (since September 2003). He is also
Corporate Secretary of the General Partner (since 1994). Prior to October 2003,
Mr. Knauss served as Vice President - Law and Associate General Counsel of the
General Partner (1996 to 2003). Previously he was Group Counsel - Propane (1989
to 1996) of UGI Corporation. He joined UGI Corporation as Associate Counsel in
1985. Before joining UGI Corporation, Mr. Knauss was an associate at the firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia, Pennsylvania.
Ms. Lindsay is Vice President - Finance and Chief Financial Officer of the
General Partner (since 1998). She previously served as Vice President and
Treasurer (1994 to 1997) and as Treasurer (1994) of Tambrands Inc., a
manufacturer of personal products. Prior to 1994, Ms. Lindsay held the positions
of Assistant Treasurer (1990 to 1993), and Director of Business Development
(1987 to 1989) at Tambrands Inc.
Mr. Lugar is Vice President - Supply and Logistics of the General Partner
(since September 2000). Previously, he served as Director - NGL Marketing for
Conoco, Inc., where he spent 20 years in increasingly responsible positions in
propane marketing, operations, and supply.
Mr. Monaghan is Vice President - Sales and Marketing of the General
Partner (since May 2000). Prior to joining the General Partner, he was Vice
President-General Manager, Dry Soup for Campbell Soup Company (since 1997),
where he also served as a Business Director and General Manager of a number of
Campbell Soup Divisions for the 10 prior years.
Mr. Stanczak is Controller and Chief Accounting Officer of the General
Partner (since September 2004). Previously he held the position of
Director-Corporate Accounting and Reporting of UGI Corporation (2003 to 2004).
Mr. Stanczak also served as Controller of the Gas Utility Division of UGI
Utilities, Inc., a subsidiary of UGI Corporation, from 1991 to 2003.
UGI Corporation has appointed John L. Walsh, age 49, to the position of
President and Chief Operating Officer of UGI effective no later than April 1,
2005. In connection with that appointment, the Corporate Governance Committee of
the Board of Directors of the General Partner has recommended that Mr. Walsh be
elected to the General Partner's Board of Directors effective on the date he
assumes the position of President of UGI. Mr. Walsh is currently Chief
-32-
Executive of the Industrial and Special Products Division of The BOC Group plc
(industrial gases business) and has been an Executive Director of BOC since
2001. He joined BOC in 1986 as Vice President - Special Gases and has held
various senior management positions in BOC including President of Process Gas
Solutions, North America (2000 to 2001) and President of BOC Process Plants
(1996 to 2000). Prior to joining BOC, Mr. Walsh was a Vice President of UGI's
industrial gas division prior to its sale to BOC in 1989. From 1981 until 1986,
Mr. Walsh held several management positions with affiliates of UGI.
DIRECTOR INDEPENDENCE
The Board of Directors of the General Partner has determined that, other
than Mr. Bissell and Mr. Greenberg, no director has a material relationship with
the Partnership and each is an "independent director" as defined under the rules
of the New York Stock Exchange. The Board of Directors established the following
guidelines to assist it in determining director independence:
(i) service by a director on the Board of Directors of UGI Corporation and its
subsidiaries in and of itself will not be considered to result in a material
relationship between such director and the Partnership; and
(ii) if a director serves as an officer, director or trustee of a non-profit
organization, charitable contributions to that organization by the Partnership
and its affiliates in an amount up to $50,000 per year will not be considered to
result in a material relationship between such director and the Partnership.
NON-MANAGEMENT DIRECTORS
Non-management directors meet at regularly scheduled executive sessions
without management present. The General Partner's Principles of Corporate
Governance provide that meetings of non-management directors are chaired by the
Chair of the Executive Committee. The General Partner's Principles of Corporate
Governance are available on the Partnership's website at
www.amerigas.com\Investor Relations & Corporate Governance\Principles of
Corporate Governance.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS AND NON-MANAGEMENT DIRECTORS
Interested persons wishing to communicate directly with the Board of
Directors or the non-management directors as a group may do so by sending
written communications addressed to them c/o AmeriGas Propane, Inc., P.O. Box
965, Valley Forge, PA 19482. Any communications directed to the Board of
Directors or the non-management directors as a group from employees or others
that concern complaints regarding accounting, internal controls or auditing
matters will be handled in accordance with procedures adopted by the Audit
Committee of the Board.
All other communications directed to the Board of Directors or the
non-management directors as a group are initially reviewed by the General
Counsel. The Chairman of the Corporate Governance Committee is advised promptly
of any such communication that alleges misconduct on the part of management or
raises legal, ethical or compliance concerns about the policies or practices of
the General Partner.
On a periodic basis, the Chairman of the Corporate Governance Committee
receives updates on other communications that raise issues related to the
affairs of the Partnership but do not fall into the two prior categories. The
Chairman of the Corporate Governance Committee determines which of these
communications he would like to see. The Corporate Secretary will maintain a log
of all such communications that will be available for review upon request of any
member of the Board for one year.
Typically, the General Partner does not forward to the Board of Directors
communications from Unitholders or other parties which are of a personal nature
or are not related to the duties and responsibilities of the Board, including
junk mail, customer complaints, job inquiries, surveys and polls, and business
solicitations.
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These procedures have been posted on the Partnership's website at
www.amerigas.com\Investor Relations & Corporate Governance\Contact AmeriGas
Propane, Inc. Board of Directors.
SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
directors and certain officers of the General Partner and any 10% beneficial
owners of the Partnership to send reports of their beneficial ownership of
Common Units and changes in beneficial ownership to the Securities and Exchange
Commission. Based on our records, we believe that during Fiscal 2004 all of such
reporting persons complied with all Section 16(a) filing requirements applicable
to them, except that Mr. Stanczak inadvertently omitted from his initial Form 3,
750 phantom restricted units of AmeriGas Partners held by his wife under an
employee compensation plan. Mr. Stanczak filed an amended Form 3 to report these
phantom units on October 29, 2004.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows cash and other compensation paid or accrued to
the General Partner's Chief Executive Officer and each of its four other most
highly compensated executive officers, (collectively, the "Named Executives")
for the last three fiscal years.
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SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL COMPEN- UNIT/STOCK OPTIONS/ LTIP COMPENSATION
POSITION YEAR SALARY BONUS (1) SATION (2) AWARDS (3) SARS PAYOUTS (4)
- ------------------- ------ -------- ---------- ---------- ----------- ---------- ------- ------------
Eugene V. N. 2004 $383,458 $ 864,059 $ 3,052 $ 420,150 52,000 $0 $ 86,079
Bissell, President 2003 $372,080 $ 245,281 $ 2,520 $ 238,500 52,500 $0 $ 60,277
and Chief Executive $ 238,500
Officer 2002 $352,656 $ 109,941 $ 585 $ 190,145 35,000 $0 $ 42,717
Lon R. Greenberg, 2004 $801,788 $1,179,856 $ 13,649 $ 1,186,500 180,000 $0 $ 42,250
Chairman (5) 2003 $757,008 $1,075,981 $ 12,824 $ 972,140 180,000 $0 $ 28,757
2002 $705,015 $ 521,092 $ 15,342 $ 785,200 120,000 $0 $ 28,033
$ 785,200
$ 785,200
William D. Katz, 2004 $202,023 $ 150,500 $ 7,605 $ 64,423 12,000 $0 $ 25,252
Vice President - 2003 $194,038 $ 68,211 $ 1,350 $ 47,700 12,000 $0 $ 26,288
Human Resources $ 47,700
2002 $184,860 $ 32,915 $ 5,061 $ 38,029 8,000 $0 $ 18,008
Robert H. Knauss, 2004 $221,960 $ 181,010 $ 1,913 $ 101,700 19,000 $0 $ 4,994
Vice President and 2003 $202,143 $ 71,032 $ 1,838 $ 47,700 12,000 $0 $ 27,346
General Counsel (5) $ 47,700
2002 $196,172 $ 34,935 $ 1,612 $ 38,029 8,000 $0 $ 19,117
Martha B. Lindsay, 2004 $200,758 $ 140,631 $ 3,944 $ 64,423 12,000 $0 $ 24,139
Vice President - 2003 $196,698 $ 69,129 $ 1,200 $ 47,700 12,000 $0 $ 26,774
Finance and Chief $ 47,700
Officer 2002 $190,060 $ 33,840 $ 1,908 $ 38,029 8,000 $0 $ 18,577
(1) Messrs. Greenberg and Knauss participate in the UGI Annual Bonus Plan. All
other Named Executives participate in the AmeriGas Propane, Inc. Annual
Bonus Plan. Awards under both Plans are for the year reported, regardless
of the year paid. Awards under both Plans are based on the achievement of
business and/or financial performance objectives which support business
plans and goals. Bonus opportunities vary by position and for the fiscal
year 2004 ranged from 0 to 150% of base salary for Mr. Bissell, 0 to 196%
of base salary for Mr. Greenberg, 0 to 80% of base salary for Mr. Katz, 0
to 104% of base salary for Mr. Knauss, and 0 to 90% of base salary for Ms.
Lindsay.
(2) Amounts represent tax payment reimbursements for certain benefits.
(3) Effective January 1, 2004, the Board of Directors of AmeriGas Propane,
Inc. approved phantom performance-contingent restricted Common Unit awards
("Restricted Units") to the Named Executives, other than Messrs. Greenberg
and Knauss, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
Plan. Each Restricted Unit represents the right to receive a Common Unit
of AmeriGas Partners or an amount based on the value of a Common Unit, if
specified performance goals and other conditions are met. Distribution
equivalents will accumulate on the Restricted Units awarded. These
distribution equivalents may be leveraged based on performance described
below. The award has a performance measurement period of January 1, 2004
through December 31, 2006. If the recipient ceases to be employed by the
General Partner before December 31, 2006, other than by reason of
retirement, disability or death, all awards of Restricted Units and
distribution equivalents will be forfeited. The performance requirement is
that the Partnership's total unitholder return ("TR") during the relevant
measurement period equals the median TR of a peer group of publicly traded
limited partnerships. The actual amount of the award may be higher or
lower than the original grant, or even zero, based on the Partnership's TR
percentile rank relative to that of the partnerships in the peer group.
The maximum payout potential is 200% of the original award. At the
discretion of the General Partner, Restricted Unit awards may be paid out
in Common Units, in cash, or in a combination of Units and cash.
-35-
Effective January 1, 2003, the Board of Directors of AmeriGas Propane,
Inc. approved three Restricted Units awards to the Named Executives, other
than Mr. Greenberg, under the 2000 AmeriGas Propane, Inc. Long-Term
Incentive Plan. Distribution equivalents will accumulate on the Restricted
Units awarded. These distribution equivalents may be leveraged based on
performance described below. Each award has a separate performance
measurement period as follows: January 1, 2003 through December 31, 2003;
January 1, 2003 through December 31, 2004; and January 1, 2003 through
December 31, 2005. The performance period for all three awards will end on
December 31, 2005. The performance requirement for the first performance
measurement period of January 1, 2003 through December 31, 2003 was not
met and therefore that award was forfeited. If the recipient ceases to be
employed by the General Partner before December 31, 2005, other than by
reason of retirement, disability or death, all awards of Restricted Units
and distribution equivalents will be forfeited. The performance
requirement is that the Partnership's total unitholder return ("TR")
during the relevant measurement period equals the median TR of a peer
group of publicly traded limited partnerships. The actual amount of the
award may be higher or lower than the original grant, or even zero, based
on the Partnership's TR percentile rank relative to that of the
partnerships in the peer group. The maximum payout potential is 200% of
the original award. At the discretion of the General Partner, Restricted
Unit awards may be paid out in Common Units, in cash, or in a combination
of Units and cash.
Effective January 1, 2002, the Board of Directors of AmeriGas Propane,
Inc. approved Restricted Unit awards to the Named Executives, other than
Mr. Greenberg, under the 2000 AmeriGas Propane, Inc. Long-Term Incentive
Plan. Distribution equivalents will accumulate on the Restricted Units
awarded. The performance requirement was evidence of AmeriGas' meaningful
progress toward the achievement of its strategic objectives during 2002,
including the Partnership's acquisition integration, productivity
improvement, internal growth and cash generation goals. The Restricted
Units reported for fiscal year 2002 are equal to 85% of the original award
based on achievement of goals at that level.
Effective January 1, 2004, the Board of Directors of UGI approved phantom
performance-contingent unit awards ("Performance Units") to Messrs.
Greenberg and Knauss under the UGI Corporation 2004 Omnibus Equity
Compensation Plan. Each Performance Unit represents the right to receive a
share of UGI Common Stock ("Stock") or an amount based on the value of a
share of Stock, if specified performance goals and other conditions are
met. The Performance Unit awards have a performance measurement period of
January 1, 2004 through December 31, 2006. Dividend equivalents will
accumulate on the Performance Units. These dividend equivalents will also
be leveraged based on UGI's total shareholder return ("TSR") performance
as described below and distributed when the performance period on the
Performance Units ends on December 31, 2006. If the recipient ceases to be
employed by the Company before December 31, 2006, other than by reason of
retirement, death or disability, awards of Performance Units and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the performance period equals the median of a peer group. The
peer group is the group of companies that comprises the S&P Utilities
Index. The actual amount of the award may be higher or lower than the
original grant, or even zero, based on UGI's TSR percentile rank relative
to the companies in the S&P Utilities Index. The maximum payout potential
is 200% of the original award. The maximum number of shares to be issued
in respect of awards of Performance Units will be the target number of
shares originally awarded. All leverage on Performance Unit awards will be
paid in cash.
Effective January 1, 2003, the Board of Directors of UGI approved phantom
performance-contingent restricted stock awards ("Restricted Shares") to
Mr. Greenberg under the UGI Corporation 2000 Stock Incentive Plan. Each
Restricted Share represents the right to receive a share of Stock or an
amount based on the value of a share of Stock, if specified performance
goals and other conditions are met. Dividend equivalents will accumulate
on the Restricted Shares. These dividend equivalents will also be
leveraged based on UGI's total shareholder return ("TSR") performance as
described below and distributed when the performance period on the
Restricted Shares ends on December 31, 2005. If the recipient ceases to be
employed by the Company before December 31, 2005, other than by reason of
retirement, death or disability, awards of Restricted Shares and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the performance period equals the median of a peer group. The
peer group is the group of companies that comprises the S&P Utilities
Index. The actual amount of the award may be higher or lower than the
original grant, or even zero, based on UGI's TSR percentile rank relative
to the companies in the S&P Utilities Index. The maximum payout potential
is 200% of the original award. The maximum number of shares to be issued
in respect of awards of Restricted Shares will be the target number of
shares originally awarded. All leverage on Restricted Share awards will be
paid in cash.
Effective January 1, 2002, the Board of Directors of UGI approved three
Restricted Share awards to Mr. Greenberg under the UGI Corporation 2000
Stock Incentive Plan. Dividend equivalents will accumulate on the
Restricted Shares awarded. These dividend equivalents will also be
leveraged based on UGI's TSR performance and distributed when the
performance period on the Restricted Shares ends on December 31, 2004.
Each award has a separate
-36-
performance measurement period as follows: January 1, 2002 through
December 31, 2002; January 1, 2002 through December 31, 2003; and January
1, 2002 through December 31, 2004. The performance period for all three
awards will end on December 31, 2004. If the recipient ceases to be
employed by the Company before December 31, 2004, other than by reason of
retirement, disability or death, awards of Restricted Shares and dividend
equivalents will be forfeited. The performance requirement is that UGI's
TSR during the relevant performance measurement period equals the median
of a peer group. The peer group is the group of companies that comprises
the S&P Utilities Index. The actual amount of the award may be higher or
lower than the original grant, or even zero, based on UGI's TSR percentile
rank relative to the companies in the S&P Utilities Index. The maximum
payout potential is 200% of the original award. The maximum number of
shares to be issued in respect of awards of Restricted Shares will be the
target number of shares originally awarded. All leverage on Restricted
Share awards will be paid in cash.
The dollar values shown in the Restricted Unit/Stock Awards column of the
table above for all years represent the aggregate value of each award on
the date of grant, determined by multiplying the number of Restricted
Units awarded by the closing price of a Common Unit of AmeriGas Partners,
or in the case of Messrs. Greenberg and Knauss, the number of Restricted
Shares and Performance Units awarded by the closing price of UGI Common
Stock, on the New York Stock Exchange on the effective dates of the
respective grants.
Based on the closing unit price of AmeriGas Partners, L.P. Common Units on
the New York Stock Exchange on September 30, 2004, Mr. Bissell's 43,500
Restricted Units had a market value of $1,284,555; Mr. Knauss' 5,700
Restricted Units had a market value of $168,321; Mr. Katz's 8,000
Restricted Units had a market value of $236,240; and Ms. Lindsay's 8,000
Restricted Units had a market value of $236,240. Based on the closing
stock price of UGI Common Stock on the New York Stock Exchange on
September 30, 2004, Mr. Greenberg's 191,000 Restricted Shares and
Performance Units had a market value of $7,116,660; and Mr. Knauss' 3,000
Performance Units had a market value of $111,780.
(4) The amounts represent contributions by the General Partner or UGI in
accordance with the provisions of the AmeriGas Propane, Inc. Employee
401(k) Savings Plan (the "AmeriGas Employee Savings Plan"), the UGI
Utilities, Inc. Employee 401(k) Savings Plan (the "UGI Employee Savings
Plan"), allocations under the UGI Corporation Supplemental Executive
Retirement Plan (the "UGI Executive Retirement Plan"), and/or allocations
under the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan
(the "AmeriGas Executive Retirement Plan"). During fiscal years 2004, 2003
and 2002, the following contributions were made to the Named Executives:
(i) under the AmeriGas Employee Savings Plan: Mr. Bissell, $9,673, $8,541
and $4,957; Mr. Katz, $9,952, $10,064 and $4,730; and Ms. Lindsay,
$10,154, $10,192 and $4,687; (ii) under the UGI Employee Savings Plan: Mr.
Greenberg, $4,500, $4,500 and $3,825; (iii) under the UGI Executive
Retirement Plan: Mr. Greenberg, $37,750, $24,257 and $24,208; (iv) under
the AmeriGas Executive Retirement Plan: Mr. Bissell, $76,406, $51,736 and
$37,760; Mr. Katz, $25,252, $16,224 and $13,278; and Ms. Lindsay, $24,139,
$16,582 and $13,890. Mr. Knauss became an employee of UGI Corporation on
October 1, 2003. During fiscal years 2003 and 2002, the following
contributions were made to Mr. Knauss: (i) under the AmeriGas Employee
Savings Plan: $10,029 and $4,506; and (ii) under the AmeriGas Executive
Retirement Plan: $17,317 and $14,611. During fiscal year 2004, the
following contributions were made to Mr. Knauss (i) under the UGI Employee
Savings Plan: $4,500; and (ii) under the UGI Executive Retirement Plan:
$494.
(5) Compensation reported for Mr. Greenberg is attributable to his position of
Chairman, President and Chief Executive Officer of UGI Corporation.
Compensation reported for Mr. Knauss in 2004 is attributable to his
position of Vice President and General Counsel of UGI Corporation.
Compensation for these individuals is also reported in the UGI Proxy
Statement for the 2005 Annual Meeting of Shareholders and is not additive.
The General Partner does not compensate Mr. Greenberg or Mr. Knauss.
OPTION EXERCISES IN LAST FISCAL YEAR
The following table shows information on UGI stock option exercises in the last
fiscal year for each of the Named Executives.
-37-
UGI STOCK OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END (#) AT FISCAL YEAR END (2)
----------------------------- -----------------------------
SHARES
ACQUIRED
ON
EXERCISE VALUE
NAME (#) REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- -------- ------------ ----------- ------------- ----------- -------------
Eugene V. N. Bissell 58,875 $ 611,987 0 104,500 $ 0 $ 890,680
Lon R. Greenberg 200,000 $ 3,823,983 580,000 360,000 $12,165,625 $ 3,059,400
William D. Katz 21,000 $ 276,011 0 24,000 $ 0 $ 203,960
Robert H. Knauss 0 $ 0 12,000 31,000 $ 183,400 $ 226,990
Martha B. Lindsay 10,000 $ 189,180 24,500 24,000 $ 477,275 $ 203,960
(1) Value realized is calculated based on the difference between the option
exercise price and the closing market price of UGI's Common Stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.
(2) The closing price of UGI's Common Stock as reported on the New York Stock
Exchange Composite tape on September 30, 2004 was $37.26 and is used in
calculating the value of unexercised options.
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows information on grants of UGI stock options
during fiscal year 2004 to each of the Named Executives.
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------- ----------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED GRANT DATE
OPTIONS TO EMPLOYEES IN EXERCISE PRESENT
NAME GRANTED FISCAL YEAR (1) OR BASE PRICE EXPIRATION DATE VALUE (2)
- -------------------- ---------- --------------- ------------- --------------- ---------
Eugene V. N. Bissell 52,000 7.25% $33.97 12/31/2013 $ 219,960
Lon R. Greenberg 180,000 25.09% $33.97 12/31/2013 $ 761,400
William D. Katz 12,000 1.67% $33.97 12/31/2013 $ 50,760
Robert H. Knauss 19,000 2.65% $33.97 12/31/2013 $ 80,370
Martha B. Lindsay 12,000 1.67% $33.97 12/31/2013 $ 50,760
(1) A total of 717,500 options were granted to employees and executive
officers of UGI and its subsidiaries, including the General Partner,
during fiscal year 2004 under the UGI 2004 Omnibus Equity Compensation
Plan. Under the Plan, the option exercise price is not less than 100% of
the fair market value of UGI's
-38-
Common Stock on the effective date of the grant. The options shown above
become exercisable in three equal annual installments beginning on the
first anniversary of the grant date. All options are nontransferable and
generally exercisable only while the optionee is employed by UGI or an
affiliate, with exceptions for exercise following retirement, disability
and death. Options are subject to adjustment in the event of
recapitalizations, stock splits, mergers, and other similar corporate
transactions affecting UGI's Common Stock.
(2) Based on the Black-Scholes options pricing model. The assumptions used in
calculating the grant date present value are as follows:
- - Three years of closing monthly stock price and dividend
observations were used to calculate the stock volatility
and dividend yield assumptions.
- - Stock volatility 18.36%
- - Stock's dividend yield 4.96%
- - Length of option term 10 years
- - Annualized risk-free interest rate 4.58%
- - Discount of risk of forfeiture 3% per year
All options were granted at fair market value. The actual value, if any,
the executive may realize will depend on the excess of the stock price on
the date the option is exercised over the exercise price. There is no
assurance that the value realized by the executive will be at or near the
value estimated by the Black-Scholes model.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of the end of the
Partnership's 2004 fiscal year with respect to compensation plans under which
equity securities of the Partnership are authorized for issuance.
(c)
NUMBER OF SECURITIES
REMAINING AVAILABLE
(a) FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO BE (b) UNDER EQUITY
ISSUED UPON EXERCISE WEIGHTED AVERAGE EXERCISE COMPENSATION PLANS
OF OUTSTANDING OPTIONS, PRICE OF OUTSTANDING (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
------------- -------------------------- ---------------------------- ------------------------
Equity compensation plans
approved by security
holders (1) 142,786 0 514,300
Equity compensation plans
not approved by security
holders 0 0 0
------- --- -------
TOTAL 142,786 0 514,300
======= === =======
(1) The AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan and the AmeriGas
Propane, Inc. Discretionary Long-Term Incentive Plan for Non-Executive Key
Employees, were approved pursuant to Section 6.4 of the Partnership
Agreement.
-39-
RETIREMENT BENEFITS
The following Pension Plan Benefits Table shows the annual benefits
payable upon retirement to Messrs. Greenberg and Knauss under the Retirement
Income Plan for Employees of UGI Utilities, Inc. (the "Retirement Plan") and the
UGI Corporation Supplemental Executive Retirement Plan. The amounts shown assume
the executive retires in 2004 at age 65, and that the aggregate benefits are not
subject to statutory maximums. Messrs. Greenberg and Knauss had, respectively,
24 years and 18 years of credited service under these Plans at September 30,
2004. Messrs. Bissell and Katz have vested annual retirement benefits of
approximately $3,300 and $2,800, respectively, based on prior credited service
with UGI and its subsidiaries. Neither Mr. Bissell nor Mr. Katz currently
participate in the Retirement Plan.
PENSION PLAN BENEFITS TABLE
---------------------------
ANNUAL PLAN BENEFIT FOR YEARS CREDITED SERVICE SHOWN (2)
--------------------------------------------------------
FINAL 5-YEAR
AVERAGE ANNUAL 5 10 15 20 25 30 35 40
EARNINGS (1) YEARS YEARS YEARS YEARS YEARS YEARS YEARS YEARS
- --------------- -------- -------- -------- -------- ---------- ---------- ---------- -------------
$ 200,000 $ 19,000 $ 38,000 $ 57,000 $ 76,000 $ 95,000 $ 114,000 $ 133,000 $ 136,800 (3)
$ 400,000 $ 38,000 $ 76,000 $114,000 $152,000 $ 190,000 $ 228,000 $ 266,000 $ 273,600 (3)
$ 600,000 $ 57,000 $114,000 $171,000 $228,000 $ 285,000 $ 342,000 $ 399,000 $ 410,400 (3)
$ 800,000 $ 76,000 $152,000 $228,000 $304,000 $ 380,000 $ 456,000 $ 532,000 $ 547,200 (3)
$ 1,000,000 $ 95,000 $190,000 $285,000 $380,000 $ 475,000 $ 570,000 $ 665,000 $ 684,000 (3)
$ 1,200,000 $114,000 $228,000 $342,000 $456,000 $ 570,000 $ 684,000 $ 798,000 $ 820,800 (3)
$ 1,400,000 $133,000 $266,000 $399,000 $532,000 $ 665,000 $ 798,000 $ 931,000 $ 957,600 (3)
$ 1,600,000 $152,000 $304,000 $456,000 $608,000 $ 760,000 $ 912,000 $1,064,000 $1,094,400 (3)
$ 1,800,000 $171,000 $342,000 $513,000 $684,000 $ 855,000 $1,026,000 $1,197,000 $1,231,200 (3)
$ 2,000,000 $190,000 $380,000 $570,000 $760,000 $ 950,000 $1,140,000 $1,330,000 $1,368,000 (3)
$ 2,200,000 $209,000 $418,000 $627,000 $836,000 $1,045,000 $1,254,000 $1,463,000 $1,504,800 (3)
(1) Consists of (i) base salary, commissions and cash payments under the
Annual Bonus Plan, and (ii) deferrals thereof permitted under the Code.
(2) Annual benefits are computed on the basis of straight life annuity
amounts. These amounts include pension benefits, if any, to which a
participant may be entitled as a result of participation in a pension plan
of a subsidiary during previous periods of employment. The amounts shown
do not take into account exclusion of up to 35% of the estimated primary
Social Security benefit. The Retirement Plan provides a minimum benefit
equal to 25% of a participant's final 12-months' earnings, reduced
proportionately for less than 15 years of credited service at retirement.
The minimum Retirement Plan benefit is not subject to Social Security
offset.
(3) The maximum benefit under the Retirement Plan and the UGI Supplemental
Executive Retirement Plan is equal to 60% of a participant's highest
consecutive 12 months' earnings during the last 120 months.
-40-
SEVERANCE PAY PLAN FOR SENIOR EXECUTIVE EMPLOYEES
Named Executives Employed by UGI Corporation. The UGI Corporation Senior
Executive Employee Severance Pay Plan (the "UGI Severance Plan") assists certain
senior level employees of UGI, including Messrs. Greenberg and Knauss, in the
event their employment is terminated without fault on their part. Benefits are
payable to a senior executive covered by the UGI Severance Plan if the senior
executive's employment is involuntarily terminated for any reason other than for
cause or as a result of the senior executive's death or disability.
The UGI Severance Plan provides for cash payments equal to a participant's
compensation for a period of time ranging from 3 months to 15 months (30 months
in the case of Mr. Greenberg), depending on length of service. In addition, a
participant receives the cash equivalent of his or her target bonus under the
Annual Bonus Plan, pro-rated for the number of months served in the fiscal year.
However, if the termination occurs in the last two months of the fiscal year,
the Chief Executive Officer has the discretion to determine whether the
participant will receive a pro-rated target bonus, or the actual annual bonus
which would have been paid after the end of the fiscal year, assuming that the
participant's entire bonus was contingent on meeting the applicable financial
performance goal. Certain employee benefits are continued under the Plan for a
period of up to 15 months (30 months in the case of Mr. Greenberg). UGI has the
option to pay a participant the cash equivalent of those employee benefits. All
payments under the Severance Plan can be reduced by an amount equal to the fair
market value of certain equity-based awards, other than stock options, payable
to the participant after the termination of employment.
In order to receive benefits under the UGI Severance Plan, a senior
executive is required to execute a release which discharges UGI and its
subsidiaries from liability for any claims the senior executive may have against
any of them, other than claims for amounts or benefits due to the executive
under any plan, program or contract provided by or entered into with UGI or its
subsidiaries. The senior executive is also required to ratify post-employment
activities agreements and to cooperate in attending to matters pending at the
time of his or her termination of employment.
Named Executives Employed by AmeriGas Propane. The AmeriGas Propane, Inc.
Executive Employee Severance Pay Plan (the "AmeriGas Severance Plan") assists
certain senior level employees of the General Partner including Messrs. Bissell
and Katz and Ms. Lindsay in the event their employment is terminated without
fault on their part. Specified benefits are payable to a senior executive
covered by the AmeriGas Severance Plan if the senior executive's employment is
involuntarily terminated for any reason other than for cause or as a result of
the senior executive's death or disability.
The AmeriGas Severance Plan provides for cash payments equal to a
participant's compensation for three months (6 months in the case of the Chief
Executive Officer). In addition, a participant receives the cash equivalent of
his or her target bonus under the Annual Bonus Plan, pro-rated for the number of
months served in the fiscal year. However, if the termination occurs in the last
two months of the fiscal year, the Chief Executive Officer has the discretion to
determine whether the participant will receive a pro-rated target bonus, or the
actual annual bonus which would have been paid after the end of the fiscal year,
assuming that the participant's entire bonus was contingent on meeting the
applicable financial performance goal. The Plan also provides for separation pay
equal to one day's pay per month of service, not to exceed 12
-41-
months' compensation. Minimum separation pay ranges from six to twelve months'
base salary, depending on the executive's employment grade. Certain employee
benefits are continued under the Plan for a period not exceeding 15 months (18
months in the case of the Chief Executive Officer). This period is called the
"Employee Benefit Period." The General Partner has the option to pay a
participant the cash equivalent of those employee benefits. All payments under
the Severance Plan can be reduced by an amount equal to the fair market value of
certain equity-based awards, other than stock options, payable to the
participant after the termination of employment.
In order to receive benefits under the AmeriGas Severance Plan, a senior
executive is required to execute a release which discharges the General Partner
and its affiliates from liability for any claims the senior executive may have
against any of them, other than claims for amounts or benefits due to the
executive under any plan, program or contract provided by or entered into with
the General Partner or its affiliates. The senior executive is also required to
ratify post-employment activities agreements and to cooperate in attending to
matters pending at the time of his or her termination of employment.
CHANGE OF CONTROL ARRANGEMENTS
Named Executives Employed By UGI Corporation. Messrs. Greenberg and Knauss
each have an agreement with UGI Corporation which provides certain benefits in
the event of a change of control. The agreements operate independently of the
UGI Severance Plan and are automatically extended in one-year increments unless,
prior to a change of control, UGI terminates an agreement. In the absence of a
change of control, each agreement will terminate when, for any reason, the
executive terminates his or her employment with UGI or its subsidiaries.
A change of control is generally deemed to occur if: (i) any person (other
than the executive, his or her affiliates and associates, UGI or any of its
subsidiaries, any employee benefit plan of UGI or any of its subsidiaries, or
any person or entity organized, appointed, or established by UGI or its
subsidiaries for or pursuant to the terms of any such employee benefit plan),
together with all affiliates and associates of such person, acquires securities
representing 20% or more of either (x) the then outstanding shares of common
stock of UGI or (y) the combined voting power of UGI's then outstanding voting
securities; (ii) individuals who at the beginning of any 24-month period
constitute the Board of Directors (the "Incumbent Board") and any new director
whose election by the Board, or nomination for election by UGI's shareholders,
was approved by a vote of at least a majority of the Incumbent Board, cease for
any reason to constitute a majority thereof; (iii) UGI is reorganized, merged or
consolidated with or into, or sells all or substantially all of its assets to,
another corporation in a transaction in which former shareholders of UGI do not
own more than 50% of the outstanding common stock and the combined voting power,
respectively, of the then outstanding voting securities of the surviving or
acquiring corporation after the transaction; or (iv) UGI is liquidated or
dissolved.
Severance benefits are payable under the agreements if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain specified contingencies, including
-42-
termination of officer status; a significant adverse change in authority,
duties, responsibilities or compensation; the failure of UGI to comply with and
satisfy any of the terms of the agreement; or a substantial relocation or
excessive travel requirements.
An executive who is terminated with rights to severance compensation under
an agreement will be entitled to receive an amount equal to 1.0 (2.5 in the case
of Mr. Greenberg) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable under the
agreement, either alone or together with other payments to an executive, would
constitute "excess parachute payments," as defined in Section 280G of the Code
the executive will also receive an amount to satisfy the executive's additional
tax burden.
Named Executives Employed by the General Partner. Messrs. Bissell and
Katz, and Ms. Lindsay each have an agreement with the General Partner which
provides certain benefits in the event of a change of control. The agreements
operate independently of the AmeriGas Severance Plan, and are automatically
renewed annually for one-year terms unless, prior to a change of control, the
General Partner terminates an agreement. In the absence of a change of control,
each agreement will terminate when, for any reason, the executive terminates his
or her employment with the General Partner or any of its subsidiaries.
A change of control is generally deemed to occur if: (i) a change of
control of UGI, as defined above, occurs, (ii) the General Partner, AmeriGas
Partners or the Operating Partnership is reorganized, merged or consolidated
with or into, or sells all or substantially all of its assets to, another
corporation or partnership in a transaction in which the former shareholders of
the General Partner, or former limited partners, as the case may be, do not own
more than 50% of the outstanding common stock and combined voting power, or the
outstanding common units of such partnership, after the transaction, (iii) the
General Partner, AmeriGas Partners or the Operating Partnership is liquidated or
dissolved, (iv) UGI and its subsidiaries fail to own more than fifty percent of
the general partnership interests of AmeriGas Partners or the Operating
Partnership, (v) UGI and its subsidiaries fail to own more than fifty percent of
the combined voting power of the General Partner's then outstanding voting
securities, or (vi) AmeriGas Propane, Inc. is removed as the general partner of
AmeriGas Partners by vote of the limited partners, or AmeriGas Propane, Inc. is
removed as the general partner of AmeriGas Partners or the Operating Partnership
as a result of judicial or administrative proceedings.
The agreements provide for payment of severance benefits if there is a
termination of the executive's employment without cause at any time within three
years after a change of control. In addition, following a change of control, the
executive may elect to terminate his or her employment without loss of severance
benefits in certain situations, including termination of officer status; a
significant adverse change in authority, duties, responsibilities or
compensation; the failure of the General Partner to comply with any of the terms
of the agreement; or a substantial relocation or excessive travel requirements.
An executive who is terminated with rights to severance compensation under
a change of control agreement will receive an amount equal to 1.0 (1.5 in the
case of Mr. Bissell) times his or her average total cash remuneration for the
preceding five calendar years. If the severance compensation payable either
alone or together with other payments to an executive, would constitute "excess
parachute payments," as defined in Section 280G of the Code, the executive will
also receive an amount to satisfy the executive's additional tax burden.
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BOARD OF DIRECTORS
Officers of the General Partner receive no additional compensation for
service on the Board of Directors or on any Committee of the Board. Effective
October 1, 2003, the General Partner paid non-management directors an annual
retainer of $40,000. The annual retainer for members of the Audit Committee is
$50,000 and the annual retainer for the Chairman of the Audit Committee is
$55,000. The Directors are also offered employee rates on propane purchases. The
General Partner reimburses directors for expenses incurred by them (such as
travel expenses) in serving on the Board and Committees. The General Partner
determines all expenses allocable to the Partnership, including expenses
allocable to the services of directors.
COMPENSATION/PENSION COMMITTEE
The members of the General Partner's Compensation/Pension Committee are
Richard C. Gozon (Chairman), Thomas F. Donovan and William J. Marrazzo.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF LIMITED PARTNERSHIP UNITS BY CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding each person
known by the General Partner to have been the beneficial owner of more than 5%
of the Partnership's voting securities representing limited partner interests as
of November 1, 2004. AmeriGas Propane, Inc. is the sole general partner of the
Partnership.
AMOUNT AND
NATURE OF
BENEFICIAL
NAME AND ADDRESS (1) OWNERSHIP OF PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER PARTNERSHIP UNITS OF CLASS
- -------------- ------------------- ----------------- --------
UGI Corporation 24,525,004 (2) 45.0%
AmeriGas, Inc. 24,525,004 (3) 45.0%
AmeriGas Propane, Inc. 24,525,004 (4) 45.0%
Common Units Petrolane Incorporated 7,839,911 (4) 14.0%
(1) The address of each of UGI and AmeriGas Propane, Inc. is 460 North Gulph
Road, King of Prussia, PA 19406. The address of each of AmeriGas, Inc.
and Petrolane Incorporated is 100 Kachel Boulevard, Green Hills Corporate
Center, Reading, PA 19607.
(2) Based on the number of units held by its indirect, wholly-owned
subsidiaries, Petrolane Incorporated ("Petrolane") and AmeriGas Propane,
Inc.
(3) Based on the number of units held by its direct and indirect, wholly-owned
subsidiaries, AmeriGas Propane, Inc. and Petrolane.
(4) AmeriGas Propane, Inc.'s beneficial ownership includes 7,839,911 Common
Units held by its subsidiary, Petrolane. Beneficial ownership of those
Common Units is shared with UGI Corporation and AmeriGas, Inc.
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OWNERSHIP OF PARTNERSHIP COMMON UNITS BY THE DIRECTORS AND EXECUTIVE OFFICERS OF
THE GENERAL PARTNER
The table below sets forth as of October 1, 2004 the beneficial ownership
of Partnership Common Units by each director and each of the Named Executives
currently serving the General Partner, as well as by the directors and all of
the executive officers of the General Partner as a group. No director, Named
Executive or executive officer beneficially owns more than 1% of the
Partnership's Common Units. The total number of Common Units beneficially owned
by the directors and executive officers of the General Partner as a group
represents less than 1% of the Partnership's outstanding Common Units.
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNERSHIP OF
BENEFICIAL OWNER PARTNERSHIP COMMON UNITS (1)
---------------- ----------------------------
Lon R. Greenberg 6,500 (2)
Thomas F. Donovan 1,000
Richard C. Gozon 5,000
James W. Stratton 1,000 (3)
Stephen A. Van Dyck 1,000
Roger B. Vincent 6,000
William J. Marrazzo 500 (4)
Eugene V. N. Bissell 16,748 (5)
Robert H. Knauss 12,003
Martha B. Lindsay 8,391 (6)
William D. Katz 10,248
Directors and executive officers as a group (14 persons) 70,080
(1) Sole voting and investment power unless otherwise specified.
(2) Of the Units shown, 4,500 are held by Mr. Greenberg's adult
children.
(3) Mr. Stratton's Units are held jointly with his spouse.
(4) Mr. Marrazzo's Units are held jointly with his spouse.
(5) Mr. Bissell's Units are held jointly with his spouse.
(6) Of the Units shown for Ms. Lindsay, 400 are held jointly with her
children.
The General Partner is a wholly owned subsidiary of AmeriGas, Inc. which
is a wholly owned subsidiary of UGI. The table below sets forth, as of October
1, 2004, the beneficial ownership of UGI Common Stock by each director and each
of the Named Executives, as well as by the directors and the executive officers
of the General Partner as a group. Including the
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number of shares of stock underlying exercisable options, Mr. Greenberg is the
beneficial owner of approximately 1.6% of UGI's Common Stock. All other
directors, Named Executives and executive officers own less than 1% of UGI's
outstanding shares. The total number of shares beneficially owned by the
directors and executive officers as a group (including 732,150 shares subject to
exercisable options), represents approximately 2% of UGI's outstanding shares.
NUMBER OF UGI SHARES
AND NATURE OF
BENEFICIAL OWNERSHIP NUMBER OF
NAME OF EXCLUDING EXERCISABLE UGI STOCK
BENEFICIAL OWNER UGI STOCK OPTIONS (1)(2) OPTIONS TOTAL
---------------- ------------------------ ------- -----
Lon R. Greenberg 217,313 (3) 580,000 797,313
Thomas F. Donovan 14,852 (2) 16,250 31,102
Richard C. Gozon 43,552 (2) 32,450 76,002
James W. Stratton 31,596 (2)(4) 32,450 64,046
Stephen A. Van Dyck 0 0 0
Roger B. Vincent 0 0 0
William J. Marrazzo 0 0 0
Eugene V.N. Bissell 56,190 (5) 0 56,190
Robert H. Knauss 6,756 12,000 18,756
Martha B. Lindsay 8,917 (6) 24,500 33,417
William D. Katz 10,409 (7) 0 10,409
Directors and executive officers as a group (14
persons) 403,141 732,150 1,135,291
(1) Sole voting and investment power unless otherwise specified.
(2) Included in the number of shares shown are Stock Units ("Units")
acquired through the UGI Corporation 1997 Directors' Equity
Compensation Plan and the 2004 Omnibus Equity Compensation Plan.
Effective January 1, 2004, the Directors' Equity Compensation Plan
was merged into the 2004 Plan. Each Unit will be converted to one
share of UGI common stock and paid out to directors upon their
retirement or termination of service. The number of Units included
for the directors is as follows: Messrs. Donovan (7,986), Gozon
(32,748) and Stratton (23,792).
(3) Mr. Greenberg holds 132,330 shares jointly with his spouse and 9,810
shares are represented by units held in the UGI Stock Fund of the
401(k) Employee Savings Plan.
(4) Mr. Stratton holds 7,804 shares jointly with his spouse.
(5) Mr. Bissell holds these shares jointly with his spouse.
(6) Of the shares shown for Ms. Lindsay, 750 are held jointly with her
children.
(7) Mr. Katz holds 2,064 shares jointly with his spouse.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner employs persons responsible for managing and operating
the Partnership. The Partnership reimburses the General Partner for the direct
and indirect costs of providing these services, including all compensation and
benefit costs. For fiscal year 2004, these costs totaled approximately $304.6
million.
The Operating Partnership has a revolving line of credit up to a maximum
of $20 million from the General Partner available until October 15, 2008, the
termination date of the Revolving Credit Facility. Any loans under this
agreement will be unsecured and subordinated to all senior debt of the Operating
Partnership. The commitment fees for this line of credit are computed on the
same basis as the facility fees under the Revolving Credit Facility, and totaled
$70,972 in fiscal year 2004. Interest rates are based on one-month offshore
interbank borrowing rates. The interest rate for a recent Credit Facility
borrowing from July 15, 2004 to July 16, 2004 was 4.25%. See Note 5 to the
Partnership's Consolidated Financial Statements, which are filed as an exhibit
to this report.
The Partnership and the General Partner also have extensive, ongoing
relationships with UGI and its affiliates. UGI performs certain financial and
administrative services for the General Partner on behalf of the Partnership.
UGI does not receive a fee for such services, but is reimbursed for all direct
and indirect expenses incurred in connection with providing these services,
including all compensation and benefit costs. A wholly owned subsidiary of UGI
provides the Partnership with excess automobile liability insurance with limits
of $500,000 per occurrence and in the aggregate excess of $500,000 per
occurrence. Another wholly owned subsidiary of UGI leases office space to the
General Partner for its headquarters staff. In addition, a UGI master policy
provides accidental death and business travel and accident insurance coverage
for employees of the General Partner. The General Partner is billed directly by
the insurer for this coverage. As discussed under "Business -- Trade Names;
Trade and Service Marks," UGI and the General Partner have licensed the trade
names "AmeriGas" and "America's Propane Company" and the related service marks
and trademark to the Partnership on a royalty-free basis. The Partnership
obtains management information services from the General Partner, and reimburses
the General Partner for its direct and indirect expenses related to those
services. The rental payments and insurance premiums charged to the Partnership
by UGI and its affiliates are comparable to amounts charged by unaffiliated
parties. In fiscal year 2004, the Partnership paid UGI and its affiliates,
including the General Partner, approximately $14.0 million for the services and
expense reimbursements referred to in this paragraph.
During fiscal year 2004, the Partnership had revenues of approximately
$1.6 million from propane sales in the ordinary course to its affiliate, UGI
Utilities, Inc. In addition, the Partnership had propane purchase and sales
transactions in the ordinary course with its affiliate, UGI Energy Services,
Inc. totaling approximately $300,000. The highest amounts due from affiliates of
the Partnership during fiscal year 2004 and at November 1, 2004 were $2.7
million and $2.2 million, respectively.
During fiscal year 2004, the Partnership purchased propane on behalf of
Atlantic Energy, Inc. ("Atlantic Energy"), a 50% owned joint venture with
Conoco, Inc. Atlantic Energy reimbursed AmeriGas OLP for its purchases plus
interest at the rate of 8% as Atlantic Energy sold such propane to third parties
or to the Partnership itself. The total dollar value of propane
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purchased on behalf of Atlantic Energy was $30.0 million and $17.2 million in
fiscal years 2004 and 2003, respectively. Purchases of propane by AmeriGas OLP
from Atlantic Energy during fiscal years 2004 and 2003 totaled $29.3 million and
$23.9 million, respectively.
AmeriGas OLP also provided other services to Atlantic Energy including
marketing, billing, accounting, insurance and other administrative services and
is reimbursed for the related costs. In addition, AmeriGas OLP entered into
product cost hedging contracts on behalf of Atlantic Energy. When these
contracts were settled, AmeriGas OLP was reimbursed the cost of any losses by,
or distributed the proceeds of any gains to, Atlantic Energy. Conoco Inc. has
agreed to indemnify AmeriGas OLP for one-half of any losses arising from its
hedging activities on behalf of Atlantic Energy to the extent that AmeriGas OLP
was not indemnified for such losses by Atlantic Energy.
The highest amounts due from Atlantic Energy during fiscal year 2004 and
at November 1, 2004 were $5.4 million and $3.2 million, respectively. On
November 24, 2004, the Partnership sold its 50% interest in Atlantic Energy,
Inc. to an affiliate. See Note 11 to the Partnership's Consolidated Financial
Statements.
Mary Ann Stanczak, the wife of William J. Stanczak, Controller and Chief
Accounting Officer of the General Partner, is employed by the General Partner,
as well. The salary range for her grade level is $63,500 to $95,300 per annum.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The aggregate fees billed by PricewaterhouseCoopers LLP, the Partnership's
independent public accountants, in fiscal years 2004 and 2003 were as follows:
2004 2003
--------------------------- -------------------------
FEES % OF TOTAL FEES % OF TOTAL
---- ---------- ---- ----------
AUDIT FEES
For professional services rendered for (1)
the audit of the annual consolidated
financial statements of the Partnership and
its subsidiaries, and (2) the reviews of the
interim financial statements included in the
Quarterly Reports on Form 10-Q of the
Partnership. $411,715 51.3% $395,500 51.0%
AUDIT RELATED FEES
For professional services rendered for (1)
the audit of an employee benefit plan of the
Partnership, and (2) acquisition due diligence. $ 13,400 1.7% $48,946 6.0%
TAX FEES
For professional services rendered for (1)
preparation of Substitute Schedule K-l forms
for unitholders of the Partnership, and (2)
tax planning and advice. $376,554 47.0% $332,000 43.0%
ALL OTHER FEES $ 0 0.0% $ 0 0%
TOTAL FEES $801,669 $776,446
In the course of its meetings, the Audit Committee considered whether the
provision by PricewaterhouseCoopers LLP of the professional services described
under "Tax Fees" is compatible with PricewaterhouseCoopers LLP's independence.
The Committee concluded that the independent auditor is independent from the
Partnership and its management.
Consistent with SEC policies regarding auditor independence, the Audit
Committee has responsibility for appointing, setting compensation and overseeing
the work of the Partnership's
-49-
independent accountants. In recognition of this responsibility, the Audit
Committee has a policy of pre-approving all audit and permissible non-audit
services provided by the independent accountants.
Prior to engagement of the Partnership's independent accountants for the
next year's audit, management submits a list of services and related fees
expected to be rendered during that year within each of the four categories of
services noted above to the Audit Committee for approval.
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PART IV:
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
(1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The financial statements and financial statement schedules
incorporated by reference or included in this report are listed in
the accompanying Index to Financial Statements and Financial
Statement Schedules set forth on pages F-2 and F-3 of this report,
which is incorporated herein by reference.
(3) LIST OF EXHIBITS:
The exhibits filed as part of this report are as follows (exhibits
incorporated by reference are set forth with the name of the
registrant, the type of report and registration number or last date
of the period for which it was filed, and the exhibit number in such
filing):
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
2.1 Merger and Contribution Agreement among AmeriGas Registration 10.21
AmeriGas Partners, L.P., AmeriGas Propane, Partners, L.P. Statement on
L.P., New AmeriGas Propane, Inc., AmeriGas Form S-4 (No.
Propane, Inc., AmeriGas Propane-2, Inc., Cal 33-92734)
Gas Corporation of America, Propane
Transport, Inc. and NORCO Transportation
Company
2.2 Conveyance and Contribution Agreement AmeriGas Registration 10.22
among AmeriGas Partners, L.P., AmeriGas Partners, L.P. Statement on
Propane, L.P. and Petrolane Incorporated Form S-4 (No.
33-92734)
3.1 Third Amended and Restated Agreement of AmeriGas Form 8-K 3.1
Limited Partnership of AmeriGas Partners, L.P. Partners, L.P. (12/1/04)
dated as of December 1, 2004
*3.1(a) Second Amended and Restated Agreement of Limited
Partnership of AmeriGas Propane, L.P. dated as
of December 1, 2004
3.2 Certificate of Incorporation of AmeriGas AmeriGas Registration 3.3
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
33-92734)
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
3.3 Certificate of Incorporation of AmeriGas Eagle AmeriGas Registration 3.2
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
333-72986)
3.4 Certificate of Incorporation of AP Eagle AmeriGas Registration 3.3
Finance Corp. Partners, L.P. Statement on
Form S-4 (No.
333-72986)
3.5 Bylaws of AmeriGas Finance Corp. AmeriGas Registration 3.4
Partners, L.P. Statement on
Form S-4 (No.
33-92734)
3.6 Bylaws of AmeriGas Eagle Finance Corp. AmeriGas Registration 3.4
Partners, L.P. Statement on
Form S-3 (No.
333-72986)
3.7 Bylaws of AP Eagle Finance Corp. AmeriGas Registration 3.5
Partners, L.P. Statement on
Form S-3 (No.
333-72986)
3.8 Amended and Restated Agreement of Limited AmeriGas Form 10-K 3.8
Partnership of AmeriGas Eagle Propane, L.P. Partners, L.P. (9/30/01)
dated July 19, 1999
4 Instruments defining the rights of security
holders, including indentures. (The Partnership
agrees to furnish to the Commission upon request
a copy of any instrument defining the rights of
holders of long-term debt not required to be
filed pursuant to Item 601(b)(4) of Regulation
S-K)
4.1 Fourth Supplemental Indenture, dated April 27, AmeriGas Form 8-K 4
2004, by and among Wachovia Bank, National Partners, L.P. (4/27/04)
Association, successor to First Union National
Bank, as trustee, AmeriGas Partners, L.P., a
Delaware limited partnership, and AP Eagle
Finance Corp., a Delaware corporation, to the
Indenture dated August 21, 2001 by and among
First Union National Bank, as trustee, AmeriGas
Partners, L.P., and AP Eagle Finance Corp.
4.2 Third Amended and Restated Agreement of
Limited Partnership of AmeriGas Partners, L.P.
dated as of December 1, 2004 referred to in 3.1
above.
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
4.3 Note Agreement dated as of April 12, 1995 AmeriGas Form 10-Q 10.8
among The Prudential Insurance Company of Partners, L.P. (3/31/95)
America, Metropolitan Life Insurance Company,
and certain other institutional investors and
AmeriGas Propane, L.P., New AmeriGas
Propane, Inc. and Petrolane Incorporated
4.4 First Amendment dated as of September 12, AmeriGas Form 10-Q 4.5
1997 to Note Agreement dated as of April 12, Partners, L.P. (9/30/97)
1995
4.5 Second Amendment dated as of September 15, AmeriGas Form 10-K 4.6
1998 to Note Agreement dated as of April 12, Partners, L.P. (9/30/98)
1995
4.6 Third Amendment dated as of March 23, 1999 AmeriGas Form 10-Q 10.2
to Note Agreement dated as of April 12, 1995 Partners, L.P. (3/31/99)
4.7 Fourth Amendment dated as of March 16, 2000 AmeriGas Form 10-Q 10.2
to Note Agreement dated as of April 12, 1995 Partners, L.P. (6/30/00)
4.8 Fifth Amendment dated as of August 1, 2001 to AmeriGas Form 10-K 4.8
Note Agreement dated as of April 12, 1995 Partners, L.P. (9/30/01)
4.9 Indenture dated April 4, 2001 among AmeriGas AmeriGas Form 10-Q 4
Partners, L.P., AmeriGas Eagle Finance Corp., Partners, L.P. (6/30/01)
and First Union National Bank, now Wachovia
Bank, National Association, as Trustee
4.10 Indenture dated August 21, 2001 among AmeriGas Registration 4.2
AmeriGas Partners, L.P., AP Eagle Finance Partners, L.P. Statement on
Corp. and First Union National Bank, now Form S-4 (No.
Wachovia Bank, National Association, as 333-72986)
Trustee
10.1 Credit Agreement dated as of August 28, 2003 AmeriGas Form 10-K 10.1
among AmeriGas Propane, L.P., AmeriGas Partners, L.P. (9/30/03)
Propane, Inc., Petrolane Incorporated, Citicorp
USA, Inc., Credit Suisse First Boston,
Wachovia Bank, National Association, as
Issuing Bank and certain financial institutions
10.2** AmeriGas Propane, Inc. Discretionary Long- AmeriGas Form 10-K 10.2
Term Incentive Plan for Non-Executive Key Partners, L.P. (9/30/02)
Employees
-53-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
10.3 Amendment No. 1 dated as of August 30, 2004, AmeriGas Form 8-K 10.1
to the Credit Agreement dated as of August 28, Partners, L.P. (8/30/04)
2003 among AmeriGas Propane, L.P.,
AmeriGas Propane, Inc., Petrolane
Incorporated, Citicorp USA, Inc., Credit Suisse
First Boston, Wachovia Bank, National
Association, as Agent, Issuing Bank and Swing
Line Bank, and certain financial institutions
named party thereto.
*10.4** AmeriGas Propane, Inc. Executive Employee
Severance Pay Plan, as amended December 6,
2004.
10.5** AmeriGas Propane, Inc. 2000 Long-Term AmeriGas Form 10-Q 10.2
Incentive Plan on Behalf of AmeriGas Partners, Partners, L.P. (6/30/04)
L.P., as amended December 15, 2003.
10.6 Notice of appointment of Wachovia Bank AmeriGas Form 10-K 10.6
National Association as Collateral Agent Partners, L.P. (9/30/03)
effective as of August 28, 2003, pursuant to
Intercreditor and Agency Agreement dated as of
April 19, 1995
10.7 Intercreditor and Agency Agreement dated as of AmeriGas Form 10-Q 10.2
April 19, 1995 among AmeriGas Propane, Inc., Partners, L.P. (3/31/95)
Petrolane Incorporated, AmeriGas Propane,
L.P., Bank of America National Trust and
Savings Association ("Bank of America") as
Agent, Mellon Bank, N.A. as Cash Collateral
Sub-Agent, Bank of America as Collateral
Agent and certain creditors of AmeriGas
Propane, L.P.
10.8 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.8
Intercreditor and Agency Agreement dated as of Partners, L.P. (9/30/01)
April 19, 1995
10.9 General Security Agreement dated as of April AmeriGas Form 10-Q 10.3
19, 1995 among AmeriGas Propane, L.P., Bank Partners, L.P. (3/31/95)
of America National Trust and Savings
Association and Mellon Bank, N.A.
10.10 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.10
General Security Agreement dated as of April Partners, L.P. (9/30/01)
19, 1995
*10.10(a) Second Amendment dated as of October 14, 2004 to
General Security Agreement dated as of April 19,
1995
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EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
10.11 Subsidiary Security Agreement dated as of April AmeriGas Form 10-Q 10.4
19, 1995 among AmeriGas Propane, L.P., Bank Partners, L.P. (3/31/95)
of America National Trust and Savings
Association as Collateral Agent and Mellon
Bank, N.A. as Cash Collateral Agent
10.12 First Amendment dated as of July 31, 2001 to AmeriGas Form 10-K 10.12
Subsidiary Security Agreement dated as of April Partners, L.P. (9/30/01)
19, 1995
*10.12(a) Second Amendment dated as of October 14, 2004 to
Subsidiary Security Agreement dated as of April
19, 1995
10.13 Restricted Subsidiary Guarantee dated as of AmeriGas Form 10-Q 10.5
April 19, 1995 by AmeriGas Propane, L.P. for Partners, L.P. (3/31/95)
the benefit of Bank of America National Trust
and Savings Association, as Collateral Agent
10.14 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.6
1995 among UGI Corporation, AmeriGas, Inc., Partners, L.P. (3/31/95)
AmeriGas Propane, Inc., AmeriGas Partners,
L.P. and AmeriGas Propane, L.P.
10.15 Trademark License Agreement dated April 19, AmeriGas Form 10-Q 10.7
1995 among AmeriGas Propane, Inc., AmeriGas Partners, L.P. (3/31/95)
Partners, L.P. and AmeriGas Propane, L.P.
10.16 Stock Purchase Agreement dated May 27, 1989, Petrolane Registration on 10.16(a)
as amended and restated July 31, 1989, between Incorporated/ Form S-1 (No.
Texas Eastern Corporation and QFB Partners AmeriGas, 33-69450)
Inc.
10.17** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.17
Compensation Plan, as amended on December Corporation (9/30/04)
7, 2004
10.18** UGI Corporation 2000 Stock Incentive Plan UGI Form 10-Q 10.2
Amended and Restated as of December 16, Corporation (6/30/04)
2003
10.19 Financing Agreement dated as of August 28, AmeriGas Form 10-K 10.19
2003 between AmeriGas Propane, Inc. and Partners, L.P. (9/30/03)
AmeriGas Propane, L.P.
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INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
10.20 Agreement by Petrolane Incorporated and Petrolane Form 10-K 10.13
certain of its subsidiaries parties thereto Incorporated (9/23/94)
("Subsidiaries") for the Sale of the Subsidiaries'
Inventory and Assets to the Goodyear Tire &
Rubber Company and D.C.H., Inc., as Purchaser,
dated as of December 18, 1985
10.21** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.9
Compensation Plan AmeriGas Employees Stock Corporation (9/30/04)
Option Grant Letter dated as of January 1, 2004
10.21(a)** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.36
Compensation Plan UGI Employees Stock Corporation (9/30/04)
Option Grant Letter dated as of January 1, 2004
10.21(b)** UGI Corporation 2004 Omnibus Equity UGI Form 10-K 10.7
Compensation Plan UGI Employees Corporation (9/30/04)
Performance Unit Grant Letter dated as of
January 1, 2004
10.22** UGI Corporation Annual Bonus Plan dated UGI Form 10-Q 10.4
March 8, 1996 Corporation (6/30/96)
10.23** AmeriGas Propane, Inc. Annual Bonus Plan AmeriGas Form 10-K 10.17
effective October 1, 1998 Partners, L.P. (9/30/99)
10.24** 1997 Stock Purchase Loan Plan UGI Form 10-K 10.16
Corporation (9/30/97)
10.25** UGI Corporation Senior Executive Employee UGI Form 10-K 10.12
Severance Pay Plan as amended December 7, Corporation (9/30/04)
2004
10.26 [Intentionally omitted]
10.27 [Intentionally omitted]
10.28** UGI Corporation 1992 Non-Qualified Stock UGI Form 10-Q 10.6
Option Plan, Amended and Restated as of April Corporation (3/31/03)
29, 2003
10.29 [Intentionally omitted]
10.30 [Intentionally omitted]
10.31** AmeriGas Propane, Inc. Supplemental AmeriGas Form 10-K 10.27
Executive Retirement Plan effective October 1, Partners, L.P. (9/30/97)
1996
-56-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
10.32** UGI Corporation 1997 Stock Option and UGI Form 10-Q 10.4
Dividend Equivalent Plan Amended and Corporation (3/31/03)
Restated as of April 29, 2003
10.33** UGI Corporation Supplemental Executive UGI Form 10-Q 10
Retirement Plan Amended and Restated Corporation (6/30/98)
effective October 1, 1996
10.34** Description of Change of Control arrangements UGI Form 10-K 10.33
for Messrs. Greenberg and Knauss Corporation (9/30/99)
10.35** Description of Change of Control arrangements AmeriGas Form 10-K 10.31
for Messrs. Bissell and Katz and Ms. Lindsay Partners, L.P. (9/30/99)
10.36 Purchase Agreement by and among Columbia AmeriGas Form 8-K 10.1
Energy Group, Columbia Propane Corporation, Partners, L.P. (8/8/01)
CP Holdings, Inc., Columbia Propane, L.P.,
AmeriGas Propane, L.P., AmeriGas Partners,
L.P. and AmeriGas Propane, Inc. dated as of
January 30, 2001 and amended and restated
August 7, 2001
10.37 Purchase Agreement by and among Columbia National Form 8-K 10.5
Propane, L.P., CP Holdings, Inc., Columbia Propane (4/19/99)
Propane Corporation, National Propane Partners, L.P.
Partners, L.P., National Propane Corporation,
National Propane SPG, Inc., and Triarc
Companies, Inc. dated as of April 5, 1999
10.38 Capital Contribution Agreement dated as of AmeriGas Form 8-K 10.2
August 21, 2001 by and between Columbia Partners, L.P. (8/21/01)
Propane, L.P. and AmeriGas Propane, L.P.
acknowledged and agreed to by CP Holdings,
Inc.
10.39 Promissory Note by National Propane L.P., a AmeriGas Form 10-K 10.39
Delaware limited partnership in favor of Partners, L.P. (9/30/01)
Columbia Propane Corporation dated July 19,
1999
10.40 Loan Agreement dated July 19, 1999, between AmeriGas Form 10-K 10.40
National Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation
10.41 First Amendment dated August 21, 2001 to AmeriGas Form 10-K 10.41
Loan Agreement dated July 19, 1999 between Partners, L.P. (9/30/01)
National Propane, L.P. and Columbia Propane
Corporation
10.42 Columbia Energy Group Payment Guaranty AmeriGas Form 10-K 10.42
dated April 5, 1999 Partners, L.P. (9/30/01)
-57-
INCORPORATION BY REFERENCE
EXHIBIT NO. EXHIBIT REGISTRANT FILING EXHIBIT
- ----------- ------- ---------- ------ -------
10.43 Keep Well Agreement by and between AmeriGas Form 10-K 10.46
AmeriGas Propane, L.P. and Columbia Propane Partners, L.P. (9/30/01)
Corporation dated August 21, 2001
*13 Pages 10 through 23 of the AmeriGas Partners,
L.P. Annual Report for the year ended
September 30, 2004
14 Code of Ethics for principal executive, financial AmeriGas Form 10-K 14
and accounting officers Partners, L.P. (9/30/03)
*21 Subsidiaries of AmeriGas Partners, L.P.
*23 Consent of PricewaterhouseCoopers LLP
*31.1 Certification by the Chief Executive Officer
relating to the Registrants' Report on Form 10- K
for the year ended September 30, 2004, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2 Certification by the Chief Financial Officer
relating to the Registrants' Report on Form 10- K
for the year ended September 30, 2004, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
*32 Certification by the Chief Executive Officer and
the Chief Financial Officer relating to the
Registrants' Report on Form 10-K for the fiscal
year ended September 30, 2004, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
* Filed herewith.
** As required by Item 14(a)(3), this exhibit is identified as a
compensatory plan or arrangement.
-58-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS PARTNERS, L.P.
Date: December 6, 2004 By: AmeriGas Propane, Inc.
its General Partner
By: /s/ Martha B. Lindsay
--------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 6, 2004 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President, and Chief
- --------------------- Executive Officer
Eugene V.N. Bissell (Principal Executive Officer)
and Director
Lon R. Greenberg Chairman and Director
- ---------------------
Lon R. Greenberg
Martha B. Lindsay Vice President - Finance
- --------------------- and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
William J. Stanczak Controller and
- --------------------- Chief Accounting Officer
William J. Stanczak (Principal Accounting Officer)
-59-
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 6, 2004 by the following persons on
behalf of the Registrant and in the capacities with AmeriGas Propane, Inc.,
General Partner, indicated.
SIGNATURE TITLE
--------- -----
Thomas F. Donovan Director
- ---------------------
Thomas F. Donovan
Richard C. Gozon Director
- ---------------------
Richard C. Gozon
William J. Marrazzo Director
- ---------------------
William J. Marrazzo
James W. Stratton Director
- ---------------------
James W. Stratton
- --------------------- Director
Stephen A. Van Dyck
Roger B. Vincent Director
- ---------------------
Roger B. Vincent
-60-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS FINANCE CORP.
Date: December 6, 2004 By: /s/ Martha B. Lindsay
-----------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 6, 2004 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- --------------------- Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- --------------------- and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
and Director
William J. Stanczak Controller and Chief Accounting Officer
- --------------------- (Principal Accounting Officer)
William J. Stanczak
Robert H. Knauss Director
- ---------------------
Robert H. Knauss
-61-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERIGAS EAGLE FINANCE CORP.
Date: December 6, 2004 By: /s/ Martha B. Lindsay
------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below on December 6, 2004 by the following persons on
behalf of the Registrant and in the capacities indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- ---------------------- Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- ---------------------- and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer)
and Director
William J. Stanczak Controller and Chief Accounting Officer
- ---------------------- (Principal Accounting Officer)
William J. Stanczak
Robert H. Knauss Director
- ----------------------
Robert H. Knauss
-62-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AP EAGLE FINANCE CORP.
Date: December 6, 2004 By: /s/ Martha B. Lindsay
------------------------------
Martha B. Lindsay
Vice President - Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below on December 6, 2004 by the
following persons on behalf of the Registrant and in the capacities
indicated.
SIGNATURE TITLE
--------- -----
Eugene V.N. Bissell President (Principal Executive
- ---------------------- Officer) and Director
Eugene V.N. Bissell
Martha B. Lindsay Vice President - Finance
- ---------------------- and Chief Financial Officer
Martha B. Lindsay (Principal Financial Officer) and Director
William J. Stanczak Controller and Chief Accounting Officer
- ---------------------- (Principal Accounting Officer)
William J. Stanczak
Robert H. Knauss Director
- ----------------------
Robert H. Knauss
-63-
AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.
AMERIGAS EAGLE FINANCE CORP.
AP EAGLE FINANCE CORP.
FINANCIAL INFORMATION
FOR INCLUSION IN ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 2004
F-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements of AmeriGas Partners, L.P. and
subsidiaries, together with the report thereon of PricewaterhouseCoopers LLP
dated December 6, 2004 listed in the following index, are included in AmeriGas
Partners' 2004 Annual Report to Unitholders and are incorporated herein by
reference. With the exception of the pages listed in this index and information
incorporated in Items 5 and 8, the 2004 Annual Report to Unitholders is not to
be deemed filed as part of this Report.
Annual Report
Form 10-K to Unitholders
(page) (page)
------ ------
AmeriGas Partners, L.P. and Subsidiaries
Financial Statements:
Report of Independent Registered Public Accounting Firm 23
Consolidated Balance Sheets as of September 30,
2004 and 2003 10
Consolidated Statements of Operations for the years
ended September 30, 2004, 2003 and 2002 11
Consolidated Statements of Cash Flows for the years
ended September 30, 2004, 2003 and 2002 12
Consolidated Statements of Partners' Capital for the
years ended September 30, 2004, 2003 and 2002 13
Notes to Consolidated Financial Statements 14-22
Supplementary Data (unaudited):
Quarterly Data for the years ended
September 30, 2004 and 2003 22
Financial Statements Schedules:
I - Condensed Financial Information of Registrant
(Parent Company) S-1 to S-3
II - Valuation and Qualifying Accounts S-4 to S-5
Report of Independent Registered Public Accounting
Firm on Financial Statement Schedules S-6
F-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (continued)
Form 10-K
(page)
------
AmeriGas Finance Corp.
Report of Independent Registered Public Accounting Firm F-5
Balance Sheets as of September 30, 2004 and 2003 F-6
Statements of Stockholder's Equity for the years ended
September 30, 2004, 2003 and 2002 F-7
Note to Financial Statements F-8
AmeriGas Eagle Finance Corp.
Report of Independent Registered Public Accounting Firm F-10
Balance Sheets as of September 30, 2004 and 2003 F-11
Statements of Stockholder's Equity for the years ended
September 30, 2004, 2003 and 2002 F-12
Note to Financial Statements F-13
AP Eagle Finance Corp.
Report of Independent Registered Public Accounting Firm F-15
Balance Sheets as of September 30, 2004 and 2003 F-16
Statements of Stockholder's Equity for the years ended
September 30, 2004, 2003 and 2002 F-17
Note to Financial Statements F-18
We have omitted all other financial statement schedules because the required
information is either (1) not present; (2) not present in amounts sufficient to
require submission of the schedule; or (3) the information required is included
elsewhere in the financial statements or related notes.
F-3
AMERIGAS FINANCE CORP.
FINANCIAL STATEMENTS
for the years ended September 30, 2004, 2003 and 2002
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity present fairly, in all material respects, the financial
position of AmeriGas Finance Corp. at September 30, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of AmeriGas Propane, Inc.'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 the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 6, 2004
F-5
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
---------------
2004 2003
------ ------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-6
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
BALANCE SEPTEMBER 30, 2002 $ - $1,000 $ -
------ ------ -------
BALANCE SEPTEMBER 30, 2003 - 1,000 -
------ ------ -------
BALANCE SEPTEMBER 30, 2004 $ - $1,000 $ -
====== ====== =======
See accompanying note to financial statements.
F-7
AMERIGAS FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
AmeriGas Finance Corp. ("AmeriGas Finance"), a Delaware corporation, was formed
on March 13, 1995 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
("AmeriGas Partners").
AmeriGas Partners and AmeriGas Finance have an effective unallocated shelf
registration statement with the Securities and Exchange Commission under the
Securities Act of 1933 under which AmeriGas Partners may issue up to
$446,219,000 of debt or equity securities. AmeriGas Finance will be the
co-obligor of the debt securities, if any, issued pursuant to the registration
statement.
AmeriGas Partners owns all 100 shares of AmeriGas Finance common stock
outstanding.
F-8
AMERIGAS EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the years ended September 30, 2004, 2003 and 2002
F-9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity present fairly, in all material respects, the financial
position of AmeriGas Eagle Finance Corp. at September 30, 2004 and 2003 in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of AmeriGas Propane,
Inc.'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 the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 6, 2004
F-10
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
BALANCE SHEETS
September 30,
---------------
2004 2003
---------------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-11
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
----- ------- --------
BALANCE SEPTEMBER 30, 2002 $ - $ 1,000 $ -
------ ---------- ---------
BALANCE SEPTEMBER 30, 2003 - 1,000 -
------ ---------- ---------
BALANCE SEPTEMBER 30, 2004 $ - $ 1,000 $ -
====== ========== =========
See accompanying note to financial statements.
F-12
AMERIGAS EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
AmeriGas Eagle Finance Corp. ("Eagle Finance"), a Delaware corporation, was
formed on February 22, 2001 and is a wholly owned subsidiary of AmeriGas
Partners, L.P. ("AmeriGas Partners").
On April 4, 2001, AmeriGas Partners and Eagle Finance jointly and severally
issued $60,000,000 face amount of 10% Senior Notes due April 2006.
AmeriGas Partners owns all 100 shares of Eagle Finance common stock outstanding.
F-13
AP EAGLE FINANCE CORP.
FINANCIAL STATEMENTS
for the years ended September 30, 2004, 2003 and 2002
F-14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of AmeriGas Propane, Inc.:
In our opinion, the accompanying balance sheets and the related statements of
stockholder's equity present fairly, in all material respects, the financial
position of AP Eagle Finance Corp. at September 30, 2004 and 2003 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of AmeriGas Propane, Inc.'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 the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 6, 2004
F-15
AP EAGLE FINANCE CORP.
(a wholly owned subsidiary of AmeriGas Partners, L.P.)
BALANCE SHEETS
September 30,
-------------
2004 2003
------ ------
ASSETS
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
STOCKHOLDER'S EQUITY
Common stock, without par value; 100 shares authorized,
issued and outstanding $ - $ -
Additional paid-in capital 1,000 1,000
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
See accompanying note to financial statements.
F-16
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional
Common Paid-in Retained
Stock Capital Earnings
-------- ------ --------
BALANCE SEPTEMBER 30, 2002 $ - $ 1,000 $ -
-------- -------- --------
BALANCE SEPTEMBER 30, 2003 - 1,000 -
-------- -------- --------
BALANCE SEPTEMBER 30, 2004 $ - $ 1,000 $ -
======== ======== ========
See accompanying note to financial statements.
F-17
AP EAGLE FINANCE CORP.
(A WHOLLY OWNED SUBSIDIARY OF AMERIGAS PARTNERS, L.P.)
NOTE TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
AP Eagle Finance Corp. ("AP Eagle Finance"), a Delaware corporation, was formed
on April 12, 2001 and is a wholly owned subsidiary of AmeriGas Partners, L.P.
("AmeriGas Partners").
On August 21, 2001, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $200,000,000 face amount of 8.875% Series A Senior Notes due May 2011. On
December 20, 2001, AmeriGas Partners and AP Eagle Finance exchanged $199,985,000
face amount of 8.875% Series A Senior Notes due May 2011 for a like amount of
AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior Notes due May 2011
pursuant to a registered exchange offer. On May 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $40,000,000 face amount of 8.875%
Series B Senior Notes due May 2011. On December 3, 2002, AmeriGas Partners and
AP Eagle Finance jointly and severally issued $88,000,000 face amount of 8.875%
Senior Notes due May 2011. On April 4, 2003, AmeriGas Partners and AP Eagle
Finance exchanged (1) $15,000 face amount of 8.875% Series A Senior Notes due
May 2011 and (2) $88,000,000 face amount of 8.875% Senior Notes due May 2011 for
like amounts of AmeriGas Partners and AP Eagle Finance 8.875% Series B Senior
Notes due May 2011 pursuant to a registered exchange offer.
In April 2003, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $32,000,000 face amount of 8.875% Series B Senior Notes due May 2011.
In April 2004, AmeriGas Partners and AP Eagle Finance jointly and severally
issued $28,000,000 face amount of 8.875% Series B Senior Notes due May 2011.
AmeriGas Partners owns all 100 shares of AP Eagle Finance common stock
outstanding.
F-18
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
BALANCE SHEETS
(Thousands of dollars)
September 30,
-------------------
2004 2003
-------- --------
ASSETS
Current assets:
Cash $ 3,501 $ 4,258
Accounts receivable - -
-------- ---------
Total current assets 3,501 4,258
Investment in AmeriGas Propane, L.P. 750,328 683,251
Deferred charges 7,527 8,131
-------- ---------
Total assets $761,356 $ 695,640
======== =========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable $ 741 $ 1,192
Accrued interest 15,383 14,506
-------- ---------
Total current liabilities 16,124 15,698
Long-term debt 456,194 426,259
Commitments and contingencies
Partners' capital:
Common unitholders 276,887 255,423
General partner 2,783 2,577
Accumulated other comprehensive income (loss) 9,368 (4,317)
-------- ---------
Total partners' capital 289,038 253,683
-------- ---------
Total liabilities and partners' capital $761,356 $ 695,640
======== =========
Commitments and Contingencies:
Scheduled principal repayments of long-term debt for each of the next five
fiscal years ending September 30 are as follows: 2005 - $0; 2006 - $60,000; 2007
- - $0; 2008 - $0; 2009 - $0.
S-1
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF OPERATIONS
(Thousands of dollars)
Year
Ended
September 30,
---------------------------------
2004 2003 2002
--------- --------- -------
Operating expenses $ (256) $ (151) $ (49)
Loss on extinguishments of debt - (3,023) (752)
Interest expense (39,639) (38,384) (35,171)
--------- --------- --------
Loss before income taxes (39,895) (41,558) (35,972)
Income tax expense 66 61 88
--------- --------- --------
Loss before equity in income of AmeriGas Propane, L.P. (39,961) (41,619) (36,060)
Equity in income of AmeriGas Propane, L.P. 131,815 113,577 91,426
--------- --------- --------
Net income $ 91,854 $ 71,958 $ 55,366
========= ========= ========
General partner's interest in net income $ 919 $ 720 $ 554
========= ========= ========
Limited partners' interest in net income $ 90,935 $ 71,238 $ 54,812
========= ========= ========
Income per limited partner unit - basic and diluted: $ 1.71 $ 1.42 $ 1.12
========= ========= ========
Average limited partner units outstanding - basic (thousands) 53,097 50,267 48,909
========= ========= ========
Average limited partner units outstanding - diluted (thousands) 53,172 50,337 48,932
========= ========= ========
S-2
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)
STATEMENTS OF CASH FLOWS
(Thousands of dollars)
Year
Ended
September 30,
----------------------------------
2004 2003 2002
--------- --------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES (a) $ 117,425 $ 112,010 $ 123,761
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to AmeriGas Propane, L.P. (82,493) (108,513) (97,693)
--------- --------- ---------
Net cash used by investing activities (82,493) (108,513) (97,693)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (117,538) (111,462) (108,504)
Issuance of long-term debt 30,135 122,780 40,900
Repayments of long-term debt - (86,913) (15,000)
Proceeds from issuance of Common Units 51,197 75,005 56,556
Capital contribution from General Partner 517 758 571
--------- --------- ---------
Net cash (used) provided by financing activities (35,689) 168 (25,477)
--------- --------- ---------
(Decrease) increase in cash and cash equivalents $ (757) $ 3,665 $ 591
========= ========= =========
CASH AND CASH EQUIVALENTS:
End of year $ 3,501 $ 4,258 $ 593
Beginning of year 4,258 593 2
--------- --------- ---------
(Decrease) increase $ (757) $ 3,665 $ 591
========= ========= =========
(a) Includes distributions received from AmeriGas Propane, L.P. of $155,488,
$142,935, and $152,004, for the years ended September 30, 2004, 2003, and 2002,
respectively.
S-3
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
------- -------- ----- ----
YEAR ENDED SEPTEMBER 30, 2004
Reserves deducted from assets in the consolidated balance sheet:
Allowance for doubtful accounts $ 9,192 $ 9,772 $ (8,819)(1) $11,964
======= =======
1,819 (2)
Other reserves:
Self-insured property and casualty liability $45,856 $ 22,166 $(15,585)(3) $53,172
======= =======
735 (4)
Insured property and casualty liability $ 627 $ - $ - $ 627
======= =======
Environmental, litigation and other $12,358 $ 1,730 $ (3,325)(3) $10,888
======= =======
125 (4)
YEAR ENDED SEPTEMBER 30, 2003
Reserves deducted from assets in the consolidated balance sheet:
Allowance for doubtful accounts $ 7,588 $ 9,046 $ (7,442)(1) $ 9,192
======= =======
Other reserves:
Self-insured property and casualty liability $37,395 $ 20,488 $(12,027)(3) $45,856
======= =======
Insured property and casualty liability $ 3,500 $ (2,805) $ (68)(4) $ 627
======= =======
Environmental, litigation and other $12,999 $ 2,525 $ (3,610)(3) $12,358
======= =======
444 (4)
S-4
AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (CONTINUED)
(Thousands of dollars)
Charged
Balance at (credited) Balance at
beginning to costs and end of
of year expenses Other year
---------- ------------- --------- ----------
YEAR ENDED SEPTEMBER 30, 2002
Reserves deducted from assets in the consolidated
balance sheet:
Allowance for doubtful accounts $ 10,792 $ 7,171 $(10,375)(1) $ 7,588
========== =======
Other reserves:
Self-insured property and casualty liability $ 31,668 $16,739 $(11,012)(3) $37,395
========== =======
Insured property and casualty liability $ 1,466 $ - $ 2,034 (4) $ 3,500
========== =======
Environmental, litigation and other $ 10,629 $ 3,468 $ (2,387)(3) $12,999
========== =======
1,289 (4)
(1) Uncollectible accounts written off, net of recoveries.
(2) Acquisitions
(3) Payments, net of any refunds
(4) Other adjustments, primarily reclasses
S-5
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON
FINANCIAL STATEMENT SCHEDULES
To the Partners of AmeriGas Partners, L.P. and the
Board of Directors of AmeriGas Propane, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated December 6, 2004 appearing in the 2004 Annual Report to Shareholders of
AmeriGas Partners, L.P. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedules listed in Item 15(a)(2) of this Form
10-K. In our opinion, these financial statement schedules present fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 6, 2004
S-6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1(a) Second Amended and Restated Agreement of Limited Partnership of
AmeriGas Propane, L.P. dated as of December 1, 2004
10.4 AmeriGas Propane, Inc. Executive Employee Severance Pay Plan, as
amended December 6, 2004
10.10(a) Second Amendment dated as of October 14, 2004 to General Security
Agreement dated as of April 19, 1995
10.12(a) Second Amendment dated as of October 14, 2004 to Subsidiary Security
Agreement dated as of April 19, 1995
13 Pages 10 through 23 of the AmeriGas Partners, L.P. 2004 Annual
Report for the year ended September 30, 2004
21 Subsidiaries of AmeriGas Partners, L.P.
23 Consent of PricewaterhouseCoopers LLP
31.1 Certification by the Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act
31.2 Certification by the Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act
-64-