AmeriGas Propane. In December 2017, AmeriGas Partners entered into the AmeriGas OLP Credit Agreement with a group of banks. The AmeriGas OLP Credit Agreement amends and restates a previous credit agreement. The AmeriGas OLP Credit Agreement provides for borrowings up to $600 (including a $150 sublimit for letters of credit) and expires in December 2022. The AmeriGas OLP Credit Agreement permits AmeriGas to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a one-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the AmeriGas OLP Credit Agreement, plus a margin. The applicable margin on base rate borrowings ranges from 0.50% to 1.75%, and the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.75%. The aforementioned margins on borrowings are dependent upon AmeriGas Partners’ ratio of debt to EBITDA (each as defined in the AmeriGas OLP Credit Agreement).

During Fiscal 2017, AmeriGas Partners issued, in underwritten offerings, the AmeriGas 2017 Senior Notes, comprising $700 principal amount of 5.50% Senior Notes due May 2025 and $525 principal amount of 5.75% Senior Notes due May 2027. The AmeriGas 2017 Senior Notes rank equally with AmeriGas Partners’ existing outstanding senior notes. The net proceeds from the issuance of the AmeriGas 2017 Senior Notes were used (1) for the early repayment, pursuant to tender offers and notices of redemption, of all of AmeriGas Partners’ 7.00% Senior Notes, having an aggregate principal balance of $980.8 plus accrued and unpaid interest and early redemption premiums, and (2) for general corporate purposes.

UGI International. On October 18, 2018, UGI International, LLC entered into the 2018 UGI International Credit Facilities Agreement, a five-year unsecured Senior Facilities Agreement with a consortium of banks consisting of (1) a €300 variable-rate term loan which was drawn on October 25, 2018, and (2) a €300 senior unsecured multicurrency revolving facility agreement. The 2018 UGI International Credit Facilities Agreement matures on October 18, 2023. Term loan borrowings bear interest at rates per annum comprising the aggregate of the applicable margin and the associated euribor rate, which euribor rate has a floor of

zero. The margin on term loan borrowings, which ranges from 1.55% to 3.20%, is dependent upon a ratio of net consolidated indebtedness to consolidated EBITDA, as defined. The initial margin on term loan borrowings was 1.70%. UGI International, LLC has entered into pay-fixed, receive-variable interest rate swap agreements to fix the underlying euribor rate on term loan borrowings at 0.34% through October 18, 2022. Under the multicurrency revolving credit facility agreement, UGI International, LLC may borrow in euros or U.S. dollars. Loans made in euros will bear interest at the associated euribor rate plus a margin ranging from 1.20% to 2.85%. Loans made in U.S. dollars will bear interest at the associated LIBOR rate plus a margin ranging from 1.45% to 3.10%. The margin on revolving facility borrowings is dependent upon a ratio of net consolidated indebtedness to consolidated EBITDA, as defined.

On October 25, 2018, UGI International, LLC issued, in an underwritten private placement, €350 principal amount of UGI International 3.25% Senior Notes due November 1, 2025. The UGI International 3.25% Senior Notes rank equal in right of payment with indebtedness issued under the 2018 UGI International Credit Facilities Agreement.

The net proceeds from the UGI International 3.25% Senior Notes and the 2018 UGI International Credit Facilities Agreement variable-rate term loan plus cash on hand were used on October 25, 2018 (1) to repay €540 outstanding principal of UGI France’s variable-rate term loan under its 2015 Senior Facilities Agreement; €45.8 outstanding principal of Flaga’s variable-rate term loan; and $49.9 outstanding principal of Flaga’s U.S. dollar variable-rate term loan, plus accrued and unpaid interest, and (2) for general corporate purposes. Because these outstanding term loans were refinanced on a long-term basis in October 2018, we classified €60 of such debt due in April 2019 as long-term debt on the September 30, 2018 Consolidated Balance Sheet. Upon entering into the 2018 UGI International Credit Facilities Agreement, we terminated (1) the 2017 UGI International Credit Agreement; (2) UGI France’s revolving credit facility under the 2015 Senior Facilities Agreement; and (3) Flaga’s credit facility agreement. We have designated term loan borrowings under the 2018 UGI International Credit Facilities Agreement and the UGI International 3.25% Senior Notes as net investment hedges. In connection with these early repayments of debt, UGI International recognized pre-tax losses of $6.1, which are reflected in “Loss on extinguishments of debt” on the 2019 Consolidated Statement of Income, and primarily comprises the write-off of unamortized debt issuance costs and transaction costs.

In December 2017, UGI International, LLC entered into the 2017 UGI International Credit Agreement, a secured multicurrency revolving facility agreement due April 2020 with a group of banks providing for borrowings up to €300, with borrowings available in euros or U.S. dollars. Upon entering into the 2018 UGI International Credit Facilities Agreement on October 25, 2018, the 2017 UGI International Credit Agreement was terminated. There were no borrowings made under the 2017 UGI International Credit Agreement.

Also, in December 2017, Flaga repaid $9.2 of the outstanding principal amount of its then-existing $59.1 U.S. dollar denominated variable-rate term loan due September 2018. Concurrently, Flaga entered into the Flaga U.S. Dollar Term Loan which amended the aforementioned term loan to extend the maturity to April 2020. Prior to its repayment in October 2018, borrowings under the Flaga U.S. Dollar Term Loan bore interest at the one-month LIBOR rate plus a margin of 1.125%. Flaga effectively fixed the LIBOR component of the interest rate, and effectively fixed the U.S. dollar value of the interest and principal payments payable under the Flaga U.S. Dollar Term Loan, by entering into a cross-currency swap arrangement with a bank.

Energy Services. On August 13, 2019, Energy Services entered into a seven-year $700 variable-rate senior secured term loan agreement with a group of lenders. The Energy Services Term Loan is payable in equal quarterly installments of $1.8, commencing in September 2019, with the balance of the principal being due and payable in full at maturity. Under certain circumstances, Energy Services is required to make additional principal payments if the consolidated total leverage ratio, as defined, is greater than defined thresholds. Borrowings under the Energy Services Term Loan bear interest at rates per annum comprising the aggregate of the applicable margin and, subject to our election, either (1) the associated prime rate or (2) an adjusted LIBOR rate. The initial margin on term loan borrowings is 3.75%. In August 2019, Energy Services entered into a pay-fixed, receive-variable interest rate swap agreement to fix the underlying LIBOR rate on a significant portion of the outstanding principal on Energy Services Term Loan borrowings at 1.55% through July 2024. Proceeds from borrowings under the Energy Services Term Loan were used to finance a portion of the CMG Acquisition and for general corporate purposes.

UGI Utilities. On June 27, 2019, UGI Utilities entered into the UGI Utilities 2019 Credit Agreement with a group of banks providing for borrowings up to $350 (including a $100 sublimit for letters of credit). UGI Utilities may request an increase in the amount of loan commitments under the UGI Utilities 2019 Credit Agreement to a maximum aggregate amount of $150. Concurrently with entering into the UGI Utilities 2019 Credit Agreement, UGI Utilities terminated its existing $450 revolving credit agreement dated March 27, 2015. Under the UGI Utilities 2019 Credit Agreement, UGI Utilities may borrow at various prevailing market interest rates, including LIBOR and the banks’ prime rate, plus a margin. The margin on such borrowings ranges from 0.0% to

On February 1, 2019, UGI Utilities issued in a private placement $150 of UGI Utilities 4.55% Senior Notes due February 1, 2049. The UGI Utilities 4.55% Senior Notes were issued pursuant to a Note Purchase Agreement dated December 21, 2018, between UGI Utilities and certain note purchasers. The UGI Utilities 4.55% Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from the issuance of the UGI Utilities 4.55% Senior Notes were used to reduce revolving credit agreement borrowings and for general corporate purposes.

In October 2017, UGI Utilities entered into the Utilities Term Loan, a $125 unsecured variable-rate term loan agreement with a group of banks. The Utilities Term Loan is payable in equal quarterly installments of $1.6, commencing in March 2018, with the balance of the principal being due and payable in full on October 30, 2022. Proceeds from the Utilities Term Loan were used to repay revolving credit agreement borrowings and for general corporate purposes. Under the Utilities Term Loan, UGI Utilities may borrow at various prevailing market interest rates, including LIBOR and the banks’ prime rate, plus a margin. The margin on such borrowings ranges from 0.0% to 1.875% and is based upon the credit ratings of certain indebtedness of UGI Utilities. In July 2018, UGI Utilities entered into a forward-starting pay-fixed, receive-variable interest rate swap that generally fixes the underlying prevailing market interest rates on Utilities Term Loan borrowings at approximately 3.00% through July 2022. This forward-starting interest rate swap commenced on September 30, 2019. We have designated this forward-starting interest rate swap as a cash flow hedge.

UGI Corporation. On August 1, 2019, UGI entered into the UGI Corporation Senior Credit Facility. The UGI Corporation Senior Credit Facility comprises (1) a five-year $250 amortizing variable-rate term loan which was drawn on August 21, 2019; (2) a three-year $300 variable-rate term loan which was drawn on August 1, 2019; and (3) a five-year $300 revolving credit facility (including a $10 sublimit for letters of credit) which was drawn in full on August 1, 2019. The $250 term loan commitment is payable in equal quarterly installments of $9.4, commencing in December 2022, with the balance of the principal being due and payable in full on August 1, 2024. Proceeds from borrowings under the UGI Corporation Senior Credit Facility were used to finance the cash portion of the AmeriGas Merger; the CMG Acquisition; and for general corporate purposes. Because management currently intends to maintain a substantial portion of the amounts outstanding under the $300 revolving credit facility beyond September 30, 2020, and has the ability to do so under the terms of the UGI Corporation Senior Credit Agreement, such amounts have been classified as “Long-term debt” on the 2019 Consolidated Balance Sheet.

Borrowings under the UGI Corporation Senior Credit Facility bear interest at rates per annum comprising the aggregate of the applicable margin and, subject to our election, either (1) the associated prime rate or (2) an adjusted LIBOR rate. The applicable margins on term loan and revolving credit facility borrowings are dependent upon a ratio of consolidated net indebtedness to consolidated EBITDA, as defined, and UGI’s credit ratings. The initial margin on term loan borrowings is 2.50% for the $250 amortizing term loan and 2.25% for the $300 term loan. In August 2019, UGI entered into pay-fixed, receive-variable interest rate swap agreements at 1.51% through July 2022, in order to fix the underlying LIBOR rates on the $300 term loan borrowings. In September 2019, UGI entered into pay-fixed, receive-variable interest rate swap agreements at 1.56% through March 2023, in order to fix the underlying LIBOR rates on a significant portion of the $250 term loan borrowings.



	2019			2018
AmeriGas Propane:
AmeriGas Partners Senior Notes:
5.50% due May 2025	$	700.0		$	700.0
5.875% due August 2026	675.0			675.0
5.625% due May 2024	675.0			675.0
5.75% due May 2027	525.0			525.0
Heritage Operating, L.P. Senior Secured Notes (a)	3.8			7.5
Other	9.5			14.6
Unamortized debt issuance costs	(23.7		)	(27.5		)
Total AmeriGas Propane	2,564.6			2,569.6
UGI International:
3.25% Senior Notes due November 2025	381.5			—
UGI International, LLC variable-rate term loan due October 2023 (b)	327.0			—
UGI France Senior Facilities term loan (c)	—			627.0
Flaga variable-rate term loan (d)	—			53.2
Flaga U.S. dollar variable-rate term loan (e)	—			49.9
Other	19.3			20.9
Unamortized debt issuance costs	(8.3		)	(2.5		)
Total UGI International	719.5			748.5
Midstream & Marketing:
Energy Services variable-rate term loan due through August 2026 (f)	698.3			—
Other	0.3			0.4
Unamortized discount and debt issuance costs	(12.0		)	—
Total Energy Services	686.6			0.4
UGI Utilities:
Senior Notes:
4.12%, due September 2046	200.0			200.0
4.98%, due March 2044	175.0			175.0
4.55%, due February 2049	150.0			—
4.12%, due October 2046	100.0			100.0
6.21%, due September 2036	100.0			100.0
2.95%, due June 2026	100.0			100.0
Medium-Term Notes:
6.13%, due October 2034	20.0			20.0
6.50%, due August 2033	20.0			20.0
Variable-rate term loan due through October 2022 (g)	114.1			120.3
Other	4.7			6.8
Unamortized debt issuance costs	(4.6		)	(4.1		)
Total UGI Utilities	979.2			838.0



	2019			2018
UGI Corporation:
UGI Corporation revolving credit facility maturing August 2024 (h)	300.0			—
UGI Corporation variable-rate term loan due August 2022 (i)	300.0			—
UGI Corporation variable-rate term loan due through August 2024 (i)	250.0			—
Unamortized debt issuance costs	(4.0		)	—
Total UGI Corporation	846.0			—
Other	8.1			8.8
Total long-term debt	5,804.0			4,165.3
Less: current maturities	(24.1		)	(18.8		)
Total long-term debt due after one year	$	5,779.9		$	4,146.5



	2020		2021		2022		2023		2024
AmeriGas Propane	$	7.8	$	3.6	$	1.6	$	0.3	$	675.0
UGI International	0.1		0.1		19.0		0.1		327.0
Midstream & Marketing	7.1		7.1		7.1		7.0		7.0
UGI Utilities	8.4		8.0		6.9		95.5		—
UGI Corporation	—		—		300.0		37.5		512.5
Other	0.6		0.9		0.9		5.7		—
Total	$	24.0	$	19.7	$	335.5	$	146.1	$	1,521.5

Information about the Company’s principal credit agreements (excluding the Energy Services Receivables Facility, which is discussed below) as of September 30, 2019 and 2018, is presented in the following table. Borrowings outstanding under these agreements (other than the UGI Corporation Credit Agreement) are classified as “Short-term borrowings” on the Consolidated Balance Sheets.



	Expiration Date	Total Capacity		Borrowings Outstanding		Letters of Credit and Guarantees Outstanding		Available Borrowing Capacity		Weighted Average Interest Rate - End of Year
September 30, 2019
AmeriGas OLP	December 2022	$	600.0	$	328.0	$	62.7	$	209.3	4.50	%
UGI International, LLC (a)	October 2023	€	300.0	€	192.7	€	—	€	107.3	3.64	%
Energy Services (b)	March 2021	$	200.0	$	45.0	$	—	$	155.0	6.25	%
UGI Utilities	June 2024	$	350.0	$	166.0	$	—	$	184.0	3.00	%
UGI Corporation (c)	August 2024	$	300.0	$	300.0	$	—	$	—	4.55	%
September 30, 2018
AmeriGas OLP	December 2022	$	600.0	$	232.0	$	63.5	$	304.5	4.58	%
UGI International, LLC	April 2020	€	300.0	€	—	€	—	€	300.0	N.A.
UGI France	April 2020	€	60.0	€	—	€	—	€	60.0	N.A.
Flaga	October 2020	€	55.0	€	—	€	0.5	€	54.5	N.A.
Energy Services	March 2021	$	240.0	$	—	$	—	$	240.0	N.A.
UGI Utilities	March 2020	$	450.0	$	189.5	$	2.0	$	258.5	3.03	%

Accounts Receivable Securitization Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper currently scheduled to expire in October 2020. The Receivables Facility, as amended, provides Energy Services with the ability to borrow up to $150 of eligible receivables during the period November to April, and up to $75 of eligible receivables during the period May to October. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time sell, an undivided interest in some or all of the receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheets. ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability equal to the amount advanced by the bank. The Company records interest expense on amounts owed to the bank. Energy Services continues to service, administer and collect trade receivables on behalf of the bank, as applicable. Losses on sales of receivables to the bank during Fiscal 2019,

Our long-term debt and credit facility agreements generally contain customary covenants and default provisions which may include, among other things, restrictions on the incurrence of additional indebtedness and also restrict liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions.

AmeriGas Propane. The AmeriGas Propane OLP Credit Agreement requires that AmeriGas OLP and AmeriGas Partners maintain ratios of total indebtedness to EBITDA, as defined, below certain thresholds. In addition, the Partnership must maintain a minimum ratio of EBITDA to interest expense, as defined and as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result therefrom, AmeriGas OLP is permitted to make cash distributions not more frequently than quarterly in an amount not to exceed available cash, as defined, for the immediately preceding calendar quarter.

Under the AmeriGas Partners Senior Notes Indentures, AmeriGas Partners is generally permitted to make cash distributions equal to available cash, as defined, as of the end of the immediately preceding quarter, if certain conditions are met. At September 30, 2019, these restrictions did not limit the amount of Available Cash. See Note 15 for the definition of Available Cash included in the Partnership Agreement.

The Heritage Operating, L.P. Senior Secured Notes’ financial covenants require AmeriGas OLP to maintain a ratio of consolidated funded indebtedness to consolidated EBITDA (as defined) below certain thresholds and to maintain a minimum ratio of consolidated EBITDA to consolidated interest expense (as defined).

Energy Services. The Energy Services Term Loan requires that Energy Services and subsidiaries maintain a minimum ratio of consolidated EBITDA to debt service, as defined, of 1.10 to 1.00, and not exceed a ratio of total indebtedness to EBITDA, as defined, of 3.50 to 1.00. During an Acquisition Period, as defined in the agreement, the maximum ratio of total indebtedness to EBITDA is increased to 4.00 to 1.00. As of September 30, 2019, Energy Services was within an Acquisition Period as defined in the agreement.

Energy Services’ Credit Agreement requires that Energy Services and subsidiaries not exceed a ratio of total indebtedness to EBITDA, as defined, of 3.50 to 1.00, and maintain a minimum ratio of EBITDA to interest expense, as defined, of 3.50 to 1.00. During an Acquisition Period, as defined in the agreement, the maximum ratio of total indebtedness to EBITDA is increased to 4.00 to 1.00. As of September 30, 2019, Energy Services was within the Acquisition Period as defined in the agreement.

UGI Utilities. Certain of UGI Utilities’ Senior Notes include the usual and customary covenants for similar type notes including, among others, maintenance of existence, payment of taxes when due, compliance with laws and maintenance of insurance. The UGI Utilities 2019 Credit Agreement, certain of UGI Utilities’ Senior Notes and the Utilities Term Loan require UGI Utilities not to exceed a ratio of consolidated debt to consolidated total capital, as defined, of 0.65 to 1.00.

may not exceed a ratio of consolidated net indebtedness to consolidated EBITDA, as defined and as calculated on a rolling four-quarter basis, of 4.50 to 1.00 (declining over time to 4.00 to 1.00). During an Acquisition Period, as defined by the agreement, the ratio of consolidated net indebtedness to consolidated EBITDA, as defined and as calculated on a rolling four-quarter basis, is raised to 4.875 to 1.00 (declining over time to 4.50 to 1.00). At September 30, 2019, UGI was within an Acquisition Period as defined in the agreement.