Item 4.01 Changes in Registrant’s Certifying Accountant.
(a)The Audit Committee (the “Audit Committee”) of the Board of Directors of UGI Corporation (the “Company”) conducted a comprehensive process to determine the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025, and issued a Request for Proposal (“RFP”) to several qualified accounting firms, including Ernst & Young LLP (“EY”), the Company’s then current independent registered public accounting firm. As a result of this process, following the review and evaluation of proposals from participating firms, on October 23, 2024, the Audit Committee approved the appointment of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm for the fiscal year ending September 30, 2025 and the dismissal of EY. The dismissal of EY and the appointment of KPMG will become effective upon the issuance by EY of its report on the Company’s consolidated financial statements as of and for the fiscal year ended September 30, 2024 and the effectiveness of internal control over financial reporting as of September 30, 2024 for inclusion in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
EY’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended September 30, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended September 30, 2023 and 2022, and in the subsequent period through October 23, 2024, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in its reports, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided EY with a copy of this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not EY agrees with the statements made herein. The Company has received the requested letter from EY, and a copy of EY’s letter dated October 29, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)During the fiscal years ended September 30, 2023 and 2022 and subsequent period through October 23, 2024, neither the Company nor anyone on its behalf consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
