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Debt
 12 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt
Note 6 — Debt
Significant Financing Activities During Fiscal 2024
Utilities
Mountaineer 2023 Credit Agreement. In April 2024, Mountaineer entered into the fourth amendment to the Mountaineer 2023 Credit Agreement, which extends the maturity date of the agreement from November 2024 to December 2025. The applicable margin remains unchanged from the original credit agreement.
UGI Utilities Senior Notes. In November 2023, UGI Utilities entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities issued (1) $25 aggregate principal amount of 6.02% Senior Notes due November 30, 2030; (2) $150 aggregate principal amount of 6.10% Senior Notes due November 30, 2033; and (3) $75 aggregate principal amount of 6.40% Senior Notes due November 30, 2053. The Note Purchase Agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a leverage ratio and priority debt ratio as defined in the agreement. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.
UGI Utilities 2023 Credit Agreement. In November 2023, UGI Utilities entered into the UGI Utilities 2023 Credit Agreement providing for borrowings up to $375 (including a $50 sublimit for letters of credit and a $38 sublimit for swingline loans). UGI Utilities may request an increase in the amount of loan commitments under the credit agreement to a maximum aggregate amount of $125. The interest rates applicable to borrowings under the UGI Utilities 2023 Credit Agreement remain unchanged from its predecessor agreement, the UGI Utilities Credit Agreement. The UGI Utilities 2023 Credit Agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a maximum debt to capitalization ratio as defined in the agreement. The credit agreement is scheduled to expire in November 2028. Borrowings under the credit agreement may be used to refinance UGI Utilities’ existing indebtedness and for general corporate purposes and ongoing working capital needs of UGI Utilities.

Midstream & Marketing

Energy Services Term Loan Credit Agreement. In June 2024, Energy Services entered into the second amendment to the Energy Services Term Loan Credit Agreement. The Energy Services Term Loan Credit Agreement, as amended, provides, among other items, that the applicable margin shall be 2.50% per annum for Term SOFR loans and 1.50% per annum for base rate loans. All other significant terms of the term loan credit agreement remain unchanged.

Energy Services Credit Agreement. In May 2024, Energy Services entered into the fourth amendment to the UGI Energy Services Credit Agreement. The amended credit agreement provides for borrowings up to $300, including a $50 sublimit for letters of credit. Borrowings under the Energy Services Credit Agreement, as amended, bear interest, subject to our election, at a rate per annum equal to (i) the alternative base rate plus the applicable margin as defined by the agreement or (ii) the adjusted Term SOFR rate plus the applicable margin as defined by the agreement. Borrowings under the credit agreement can be used for general corporate purposes and ongoing working capital needs of Energy Services and is scheduled to expire in May 2028. All other significant terms of the credit agreement remain unchanged.

UGI International

UGI International 2023 Credit Agreement. In June 2024, UGI International, LLC and its indirect wholly-owned subsidiary, UGI International Holdings B.V., entered into the first amendment to the UGI International 2023 Credit Agreement, which provides for the establishment and incorporation of specific key performance indicators with respect to Environmental, Social and Governance targets, whereby based on UGI International, LLC’s performance against the key performance indicators, certain adjustments of up to 0.05% in total to the applicable margin may be made. All other significant terms of the credit agreement remain unchanged.
AmeriGas Propane

AmeriGas Senior Secured Revolving Credit Facility. In August 2024, AmeriGas OLP entered into the AmeriGas Senior Secured Revolving Credit Facility, a five-year senior secured revolving credit facility maturing August 2029, providing for commitments up to $200 (including a $20 sublimit for letters of credit), subject to the terms and conditions of the agreement. The maximum borrowings permitted to be made at any time under the agreement is equal to (a) the lesser of (x) the Formula Amount for the borrowing base and (y) the Maximum Revolving Advance Amount less the outstanding Advances less the maximum undrawn amount of all outstanding letters of credit less unreimbursed fees and expenses owing to the Agent or any Lender, as defined by the agreement. Borrowings under this credit facility were used to pay off borrowings under the 2022 AmeriGas OLP Credit Agreement and are available for general corporate purposes and ongoing working capital needs of AmeriGas OLP. Borrowings under this credit agreement are secured by certain assets of AmeriGas OLP, including, but not limited to, accounts receivables and inventory, and are guaranteed by any material subsidiaries of AmeriGas OLP. In addition, this credit facility requires AmeriGas OLP to abide by certain financial covenants from time to time including a minimum fixed charge coverage ratio and a senior notes liquidity covenant, each as defined in the agreement. Concurrently with entering into AmeriGas Senior Secured Revolving Credit Facility, AmeriGas OLP terminated the 2022 AmeriGas OLP Credit Agreement.

AmeriGas Partners Senior Notes. In June 2024, pursuant to an early tender offer, AmeriGas Partners and AmeriGas Finance Corp. repurchased $475 aggregate principal amount of the 5.50% Senior Notes due May 2025. Cash on hand, a $315 cash contribution from the Company and other sources of liquidity were used for the repurchase. Following the repurchase, $218 aggregate principal amount of the 5.50% Senior Notes remain outstanding at September 30, 2024, and are included in “Current maturities of long-term debt” on the Consolidated Balance Sheets.

In March 2024, AmeriGas Partners and AmeriGas Finance Corp. entered into separate, privately negotiated repurchase agreements with a limited number of holders of the outstanding senior notes to repurchase $38 aggregate principal amount of the senior notes. AmeriGas Partners and AmeriGas Finance Corp. repurchased $7, $11, $13, and $7 par value of its issued and outstanding 5.50% Senior Notes, 5.875% Senior Notes, 5.75% Senior Notes, and 9.375% Senior Notes, respectively.

UGI Corporation

UGI Corporation Credit Facility Agreement. In April 2024, UGI entered into the fourth amendment to the UGI Corporation Credit Facility Agreement which extended the maturity date of substantially all of the borrowings under the UGI Corporation Credit Facility Agreement to August 29, 2025. The fourth amendment also increased the applicable rate (as defined in the UGI Corporation Credit Facility Agreement, as amended) of the $215 term loan facility, and the $300 term loan facility by 0.375%. All other significant terms of the credit agreement remained unchanged.

In June 2024, a portion of the net proceeds from the issuance of the UGI Corporation Senior Notes (as described below) were used to repay a portion of borrowings under the UGI Corporation Credit Facility agreement.

UGI Corporation Senior Notes. In June 2024, UGI issued, in an underwritten private placement, an aggregate $700 principal amount of 5.00% UGI Corporation Senior Notes due June 2028. The UGI Corporation Senior Notes are senior, unsecured obligations and rank equal in right of payment with our existing and future senior, unsecured indebtedness. Interest is payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2024, and will mature on June 1, 2028, unless earlier repurchased or converted. The net proceeds from the issuance of the UGI Corporation Senior Notes of approximately $682, after underwriters fees and other debt issuance costs, were used (1) to repay a portion of borrowings under the UGI Corporation Credit Facility Agreement; (2) to make cash contribution of $315 to the Partnership to repay a portion of its 5.50% Senior Notes as described above; and (3) for general corporate purposes.

The UGI Corporation Senior Notes were issued pursuant to, and are governed by, an indenture dated as of June 11, 2024. The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances. Before March 1, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events as follows:

1.During any fiscal quarter commencing after the fiscal quarter ending September 30, 2024, if the market price of the Company’s common stock reaches 130% of the conversion price (initially $27.60) for a specified period of time;
2.The trading price of the Notes falls below 98% of the product of the sale price of the Company’s common stock and the conversion rate, for a specified period. The Company is not obligated to track the trading price of the notes unless a holder of the notes provides the Company reasonable evidence that the Notes are trading at 98% of the product of the sale price of the Company’s common stock and the conversion rate, as defined in the indenture;
3.Upon the occurrence of specific corporate events related to specific types of distributions as defined in the indenture; or
4.Upon the occurrence of a Fundamental Change, Make Whole Fundamental Change or Common Stock Change Event as defined in the indenture

From and after March 1, 2028, holders of the UGI Corporation Senior Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

As of September 30, 2024, none of the events permitting the noteholders to convert their notes early occurred. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Consolidated Balance Sheet at September 30, 2024. At September 30, 2024, the estimated fair value of the UGI Corporation Senior notes is $744. We estimate the fair value of long-term debt by using current market rates and by discounting future cash flows using rates available for similar type debt (Level 2).

Upon conversion, the Company will pay cash up to the aggregate principal amount of the UGI Corporation Senior notes. For the remainder of the amount in excess of the aggregate principal amount, if applicable, the Company will have the sole right to elect the settlement method upon conversion which can be either entirely in cash or in a combination of cash and shares of its common stock. The default settlement method as defined in the agreement is a combination settlement with a specified dollar amount of $1,000 per $1,000 principal of the UGI Corporation Senior Notes, and any incremental value settled in shares of the Company’s common stock. The initial conversion rate is 36.2319 shares of the Company’s common stock per $1,000 principal amount of the UGI Corporation Senior Notes, which represents an initial conversion price of approximately $27.60 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Company may not redeem the UGI Corporation Senior Notes at its option before maturity.

Subsequent Events

UGI Utilities Senior Notes. In November 2024, UGI Utilities entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities issued $50 aggregate principal amount of 5.24% Senior Notes due November 30, 2029, and $125 aggregate principal amount of 5.52% Senior Notes due November 30, 2034. The Note Purchase Agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a leverage ratio and priority debt ratio as defined in the agreement. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.

AmeriGas Senior Secured Revolving Credit Facility. In October 2024, AmeriGas OLP amended the AmeriGas Senior Secured Revolving Credit Facility to increase total commitments to a total of $300. The maximum borrowings permitted to be made at any time under the Credit Agreement is equal to the lesser of (x) the Formula Amount for the borrowing base and (y) the Maximum Revolving Advance Amount, as defined in the agreement.
UGI Corporation 2025 Credit Agreement. In October 2024, UGI entered into a new UGI Corporation 2025 Credit Agreement, consisting of (1) a $475 revolving credit facility, including a $10 sublimit for letters of credit and (2) a $400 variable-rate term loan. The revolving credit facility is scheduled to expire in October 2028 and the term loan facility is scheduled to mature in October 2027. Proceeds from the UGI Corporation 2025 Credit Agreement were used to prepay all borrowings under the UGI Corporation Credit Facility Agreement due August 29, 2025 and, concurrent with such repayment, terminated the agreement. At September 30, 2024, borrowings outstanding under the UGI Corporation Credit Facility Agreement totaling $630 have been classified as long-term debt on the Consolidated Balance Sheet based on the Company’s intent and ability to refinance the obligation with long-term debt issued under the UGI Corporation 2025 Credit Agreement.

Borrowings under the UGI Corporation 2025 Credit Agreement bear interest, subject to our election, at a rate per annum equal to (i) the alternative base rate plus the applicable rate as defined by the agreement or (ii) the adjusted Term SOFR rate plus the applicable rate as defined by the agreement. The Company has entered into an interest rate swap agreement that will generally fix the underlying market-based interest rate on the variable-rate loan through September 2027. Borrowings under the credit agreement can be used for general corporate purposes and ongoing working capital needs of the Company.

Credit Facilities and Short-term Borrowings

Information about the Company’s principal credit agreements (excluding the Energy Services Receivables Facility, which is discussed below) as of September 30, 2024 and 2023, is presented in the following table. Borrowings under these credit agreements bear interest at rates indexed to short-term market rates. Borrowings outstanding under these agreements (other than the UGI Corporation Credit Facility Agreement) are classified as “Short-term borrowings” on the Consolidated Balance Sheets.
Expiration DateTotal CapacityBorrowings OutstandingLetters of Credit and Guarantees OutstandingAvailable Borrowing CapacityWeighted Average Interest Rate - End of Year
September 30, 2024
AmeriGas OLP (a)August 2029$200 $51 $— $149 7.29 %
UGI International, LLC (b)March 2028€500 €115 €— €385 4.88 %
Energy Services (c)May 2028$300 $— $— $300 N.A.
UGI Utilities (d)November 2028$375 $190 $— $185 5.92 %
Mountaineer (e)December 2025$150 $96 $— $54 6.56 %
UGI Corporation (f)August 2025$300 $115 $— $185 7.45 %
September 30, 2023
AmeriGas OLP (a)September 2026$600 $— $2 $598 N.A.
UGI International, LLC (b)March 2028€500 €202 €— €298 5.17 %
Energy Services (c)March 2025$260 $57 $— $203 7.67 %
UGI Utilities (d)June 2024$425 $248 $— $177 6.30 %
Mountaineer (e)November 2024$150 $84 $— $66 6.68 %
UGI Corporation (f)May 2025$300 $283 $— $17 7.80 %
(a)In October 2024, AmeriGas OLP entered into the first amendment to the AmeriGas Senior Secured Revolving Credit Facility which increased the total commitments to $300. At September 30, 2024 the AmeriGas Senior Secured Revolving Credit Facility includes a $20 sublimit for letters of credit. The maximum amount available for borrowing at any time under the AmeriGas Senior Secured Revolving Credit Facility is limited to the borrowing base valuation, as defined by the agreement. At September 30, 2023 the 2022 AmeriGas OLP Credit Agreement included a $100 sublimit for letters of credit.
(b)Permits UGI International, LLC or UGI International Holdings B.V. to borrow in euros or USD.
(c)The Energy Services Credit Agreement includes a $50 sublimit for letters of credit and is guaranteed by certain subsidiaries of Energy Services.
(d)The UGI Utilities 2023 Credit Agreement includes a $50 sublimit for letters of credit. On November 9, 2023, UGI Utilities entered into the UGI Utilities 2023 Credit Agreement and concurrently terminated the UGI Utilities Credit Agreement, a predecessor agreement, which included a $100 sublimit for letters of credit.
(e)The Mountaineer 2023 Credit Agreement includes a $20 sublimit for letters of credit.
(f)Because management intends to maintain a substantial portion of its revolving credit facility borrowings on a long-term basis, such borrowings, (other than amounts repaid subsequent to the balance sheet date but prior to the issuance of the financial statements) are classified as “Long-term debt” on the Consolidated Balance Sheets. Amounts outstanding under UGI’s revolving credit facility at September 30, 2024 were repaid in October 2024 with proceeds from the issuance of the UGI Corporation 2025 Credit Agreement revolving credit facility and have been classified as long-term debt as of September 30, 2024, based on the Company’s intent and ability to refinance the obligation with long-term debt issued under the UGI Corporation 2025 Credit Agreement.
N.A. - Not applicable

Energy Services Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. On October 18, 2024, the expiration date of the Receivables Facility was extended to October 17, 2025. The Receivables Facility provides Energy Services with the ability to borrow up to $150 of eligible receivables during the period October 18, 2024 to April 30, 2025, and up to $75 of eligible receivables during the period May 1, 2025 to October 17, 2025, with the option to request an increase of $50. The interest rate of the Receivables Facility was replaced with a SOFR based interest rate effective with the extension on October 18, 2024. 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.

Information regarding the amounts of trade receivables transferred to ESFC and the amounts sold to the bank are as follows:
202420232022
Trade receivables transferred to ESFC during the year$1,324 $1,946 $2,221 
ESFC trade receivables sold to the bank during the year$336 $535 $152 
ESFC trade receivables - end of year (a)$51 $62 $101 
(a)At September 30, 2024, there were no ESFC trade receivables sold to the bank. At September 30, 2023 there were $46 of ESFC trade receivables sold to the bank and is reflected as “Short-term borrowings” on the Consolidated Balance Sheets.
Long-term Debt
Long-term debt comprises the following at September 30:
20242023
Utilities:
UGI Utilities Senior Notes:
4.12% due September 2046
$200 $200 
4.98% due March 2044
175 175 
3.12% due April 2050
150 150 
4.55% due February 2049
150 150 
4.12% due October 2046
100 100 
6.21% due September 2036
100 100 
2.95% due June 2026
100 100 
1.59% due June 2026
100 100 
1.64% due September 2026
75 75 
4.75% due July 2032
90 90 
4.99% due September 2052
85 85 
6.02% due November 2030
25 — 
6.10% due November 2033
150 — 
6.40% due November 2053
75 — 
UGI Utilities Medium-Term Notes:
6.13% due October 2034
20 20 
6.50% due August 2033
20 20 
Mountaineer senior notes (a)196 199 
UGI Utilities variable-rate term loan due through July 2027 (b)83 89 
Other2 2 
Unamortized debt issuance costs(7)(6)
Total Utilities1,889 1,649 
Midstream & Marketing:
Energy Services variable-rate term loan due through February 2030 (c)786 794 
Other41 41 
Unamortized discount and debt issuance costs(13)(15)
Total Midstream & Marketing814 820 
UGI International:
2.50% Senior Notes due December 2029
446 424 
UGI International, LLC variable-rate term loan due March 2028 (d)335 317 
Other12 6 
Unamortized debt issuance costs(6)(8)
Total UGI International787 739 
AmeriGas Propane:  
AmeriGas Partners Senior Notes:  
   5.50% due May 2025
218 700 
   5.875% due August 2026
664 675 
   5.75% due May 2027
512 525 
   9.375% due May 2028
493 500 
Unamortized debt issuance costs(10)(15)
Total AmeriGas Propane1,877 2,385 
UGI Corporation:
UGI Corporation Credit Facilities:
UGI Corporation revolving credit facility maturing August 2025 (e)115 283 
UGI Corporation variable-rate term loan due August 2025 (f)300 300 
UGI Corporation variable-rate term loan due through August 2025 (g)— 212 
UGI Corporation variable-rate term loan due August 2025 (h)215 215 
UGI Corporation senior notes due June 2028700 — 
Unamortized debt issuance costs(19)(3)
Total UGI Corporation1,311 1,007 
Total long-term debt6,678 6,600 
Less: current maturities(235)(57)
Total long-term debt due after one year$6,443 $6,543 
(a)Total long-term debt at September 30, 2024 and 2023, comprises $180 principal amount of Mountaineer senior secured notes plus unamortized premium of $16 and $19, respectively. The face interest rates on the Mountaineer senior notes range from 3.50% to 4.49%, with maturities ranging from 2027 to 2052.
(b)At September 30, 2024 and 2023, the effective interest rate on this term loan was 3.92%. We have entered into a pay-fixed, receive-variable interest rate swap to effectively fix the underlying variable rate at approximately 2.82% on a portion of these borrowings through June 2026. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due in full at maturity.
(c)At September 30, 2024 and 2023, the effective interest rates on the term loan were 7.09% and 7.82%, respectively. We have entered into a pay-fixed, receive-variable interest rate swap to effectively fix a substantial portion of the underlying variable rate at 4.53% on these borrowings through September 2026. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due 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. This term loan is collateralized by substantially all of the assets of Energy Services, subject to certain exceptions and carveouts including, but not limited to, accounts receivable and certain real property.
(d)At September 30, 2024, the effective interest rate on the term loan was 4.95%. We have entered into a pay-fixed, receive-variable interest rate swap that fixes the underlying variable rate at 3.10% through March 2026.     
(e)At September 30, 2024 and 2023, the effective interest rates on credit facility borrowings were 7.45% and 7.80%, respectively.
(f)At September 30, 2024 and 2023, the effective interest rates on the term loan were 6.09% and 2.77%, respectively. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate at approximately 3.61% on these borrowings through September 2027.
(g)At September 30, 2023 the effective interest rate on the term loan was 7.79%. The term loan was repaid early in June 2024.
(h)At September 30, 2024 and 2023, the effective interest rates on the term loan were 6.75% and 4.73%, respectively. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate at approximately 3.61% on a portion of these borrowings through September 2027.

Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows:
20252026202720282029
Utilities$7 $281 $64 $40 $— 
Midstream & Marketing8 8 8 8 8 
UGI International2 2 2 336 2 
AmeriGas Propane218 664 512 493 — 
UGI Corporation (a)— — — 700 — 
Total$235 $955 $586 $1,577 $10 

(a)Subsequent to September 30, 2024, UGI entered into the UGI Corporation 2025 Credit Agreement, consisting of (1) a $475 revolving credit facility, including a $10 sublimit for letters of credit, scheduled to expire in October 2028 and (2) a $400 variable-rate term loan, schedule to mature in October 2027 and concurrently paid in full and terminated its existing UGI Corporation Credit Facility Agreement which was set to mature August 29, 2025. At September 30, 2024, borrowings outstanding under the credit facility due August 29, 2025, were classified as long-term debt based on the Company’s intent and ability to refinance the obligation with long-term debt.
Restrictive Covenants

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. These agreements contain standard provisions which require compliance with certain financial ratios. Certain of the subsidiaries nonrecourse debt agreements contain cross-default provisions, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders. In addition, under the default provisions, a default of a subsidiary results in or is at risk of triggering a cross-default under the debt of the parent company. UGI and its subsidiaries were in compliance with all debt covenants as of September 30, 2024.

Restricted Net Assets

At September 30, 2024, the amount of net assets of UGI’s consolidated subsidiaries that were restricted from transfer to UGI under debt agreements, subsidiary partnership agreements and regulatory requirements under foreign laws totaled approximately $3,500.