UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
Exhibit |
| Description |
16.1 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
Exhibit 16.1
October 29, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read Item 4.01 of Form 8-K dated October 29, 2024, of UGI Corporation and are in agreement with the statements contained in the third sentence of the first paragraph, and the second, third and fourth paragraphs. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
Document and Entity Information |
Oct. 23, 2024 |
|---|---|
| Document and Entity Information [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Oct. 23, 2024 |
| Entity Registrant Name | UGI CORP /PA/ |
| Entity Incorporation, State or Country Code | PA |
| Entity File Number | 1-11071 |
| Entity Tax Identification Number | 23-2668356 |
| Entity Address, Address Line One | 500 North Gulph Road |
| Entity Address, City or Town | King of Prussia |
| Entity Address State Or Province | PA |
| Entity Address, Postal Zip Code | 19406 |
| City Area Code | 610 |
| Local Phone Number | 337-1000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, without par value |
| Trading Symbol | UGI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0000884614 |
| Amendment Flag | false |