0000070145false00000701452024-07-312024-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2024

NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey1-388013-1086010
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
6363 Main Street
Williamsville,New York14221
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (716) 857-7000

Former name or former address, if changed since last report: Not Applicable

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $1.00 per shareNFGNew York Stock Exchange

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 2.02    Results of Operations and Financial Condition.

On July 31, 2024, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter and nine months ended June 30, 2024. A copy of the press release is furnished as part of this Current Report as Exhibit 99.

Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.

In addition to financial measures calculated in accordance with generally accepted accounting principles (“GAAP”), the press release furnished as part of this Current Report as Exhibit 99 contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations, for measuring the Company’s cash flow and liquidity, and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.

Certain statements contained herein or in the press release furnished as part of this Current Report, including statements regarding estimated future earnings and statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. There can be no assurance that the Company’s projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur in the future. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; changes in economic conditions, including inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial



and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; the Company’s ability to complete strategic transactions; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company's workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.


Item 9.01    Financial Statements and Exhibits.

    (d)    Exhibits
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NATIONAL FUEL GAS COMPANY
By:/s/ Michael W. Reville
Michael W. Reville
General Counsel and Secretary

Dated: August 1, 2024



Exhibit 99

exhibit998kimagea15a.jpg
6363 Main Street/Williamsville, NY 14221
Release Date:Immediate July 31, 2024Natalie M. Fischer
Investor Relations
716-857-7315
Timothy J. Silverstein
Chief Financial Officer
716-857-6987

NATIONAL FUEL REPORTS THIRD QUARTER FISCAL 2024 EARNINGS
AND ANNOUNCES PRELIMINARY GUIDANCE FOR FISCAL 2025

WILLIAMSVILLE, N.Y.: National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the third quarter of its 2024 fiscal year and for the nine months ended June 30, 2024.

FISCAL 2024 THIRD QUARTER SUMMARY
GAAP net loss of $54.2 million, or $0.59 per share, which includes a $145.0 million non-cash, after-tax impairment charge related to the carrying value of exploration and production properties, compared to GAAP net income of $92.6 million, or $1.00 per share, in the prior year.
Adjusted operating results of $91.7 million, or $0.99 per share, compared to $93.4 million, or $1.01 per share, in the prior year (see non-GAAP reconciliation on page 2).
Pipeline and Storage segment net income increased $6.9 million, or 29%, from the prior year, primarily due to the resolution of the National Fuel Gas Supply Corporation (“Supply Corporation”) rate proceeding.
Utility segment net income increased $2.5 million compared to the prior year, largely as a result of the continued impact of a rate increase in National Fuel Gas Distribution Corporation’s (“Distribution Corporation”) Pennsylvania service territory that went into effect August 2023.
Exploration and Production segment, Seneca Resources Company, LLC (“Seneca”), produced 96.5 Bcf of natural gas, an increase of 2% from the prior year despite approximately 5.6 Bcf of price-related curtailments in the quarter.
Realized natural gas prices of $2.28 per Mcf, an increase of $0.01 per Mcf from the prior year, as hedging gains more than offset a $0.20 per Mcf decrease in NYMEX prices from the prior year.
Gathering segment net income increased by $0.8 million, or 3%, driven by continued growth in throughput related to Seneca’s development program.
The Company continued to prioritize shareholder returns this quarter as the Board approved a 4% increase in the dividend, for an annual rate of $2.06 per share, while also purchasing approximately 527,000 shares year-to-date for $29 million at an average share price of $54.28, under our share repurchase program.
The Company is narrowing its fiscal 2024 earnings guidance to a range of $5.00 to $5.10 per share, excluding items impacting comparability, and initiating its fiscal 2025 earnings guidance with a range of $5.75 to $6.25 per share, an increase of 19% from fiscal 2024, at the midpoint (see Guidance Summary on page 8). This increase in earnings growth supports the Company's average annual increase in earnings per share which is expected to exceed 10% over the next three years.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel’s solid third quarter adjusted operating results were bolstered by increased earnings from our rate-regulated businesses and our disciplined hedging program, which mitigated a large portion of the potential impact of lower natural gas prices in our upstream business. Despite this near-term commodity price challenge, National Fuel’s long-term outlook for growing earnings and free cash flow remains strong.




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“Our ongoing transition to Seneca’s Eastern Development Area (“EDA”) continues to exceed expectations and positions us well to see further improvements in capital efficiency. We are also seeing significant growth in our regulated businesses as a result of recent ratemaking activity and our ongoing modernization programs. Combining our solid operational execution across our assets with the strong long-term outlook for natural gas prices, we expect to deliver greater than 10% average annual growth in earnings per share over the next three years.

“Additionally, National Fuel’s strong outlook supports our commitment to returning an increasing amount of capital to shareholders through our long-standing and growing dividend, as well as our share repurchase program authorized earlier this year. This commitment to return cash to shareholders, along with our expected growth in earnings and free cash flow, and our continued focus on delivering strong returns on capital, provide an excellent foundation to drive significant value for shareholders.”

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS
Three Months EndedNine Months Ended
June 30,June 30,
(in thousands except per share amounts)2024202320242023
Reported GAAP Earnings$(54,158)$92,620 $245,134 $403,189 
Items impacting comparability:
Impairment of exploration and production properties (E&P)200,696 — 200,696 — 
Tax impact of impairment of exploration and production properties(55,686)— (55,686)— 
Unrealized (gain) loss on derivative asset (E&P)1,186 1,430 4,848 3,702 
Tax impact of unrealized (gain) loss on derivative asset(325)(392)(1,330)(1,015)
Unrealized (gain) loss on other investments (Corporate / All Other)
15 (355)(1,803)(1,632)
Tax impact of unrealized (gain) loss on other investments
(3)74 379 343 
Adjusted Operating Results$91,725 $93,377 $392,238 $404,587 
Reported GAAP Earnings Per Share$(0.59)$1.00 $2.65 $4.37 
Items impacting comparability:
Impairment of exploration and production properties, net of tax (E&P)1.58 — 1.57 — 
Unrealized (gain) loss on derivative asset, net of tax (E&P)0.01 0.01 0.04 0.03 
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other)
— — (0.02)(0.01)
Rounding(0.01)— — (0.01)
Adjusted Operating Results Per Share$0.99 $1.01 $4.24 $4.38 

FISCAL 2024 GUIDANCE UPDATE

National Fuel is revising its fiscal 2024 earnings guidance to a range of $5.00 to $5.10 per share, an increase of 3% at the midpoint of the Company’s prior guidance range. This updated range, which excludes items impacting comparability, reflects the results of the third quarter along with updated assumptions for the remaining three months of the year.

The Company is now assuming NYMEX natural gas prices will average $2.40 per MMBtu for the remainder of fiscal 2024, an increase of $0.40 from the prior assumption. For guidance purposes, this updated natural gas price projection approximates the current NYMEX forward curve.

The Exploration and Production segment’s fiscal 2024 net production is now expected to be in the range of 390 to 400 Bcf, a decrease of 2.5 Bcf from previous guidance at the midpoint. This decrease is driven by the impact of approximately 5.6 Bcf of price-related curtailments due to low in-basin pricing during the third quarter, partially offset by better-than-expected results in the EDA. This guidance range does not incorporate any future price-related curtailments over the remainder of the fiscal year. Seneca currently has firm sales contracts in place for approximately 95% of its projected remaining fiscal 2024 natural gas production, significantly limiting its exposure to in-basin markets. Approximately 73% of expected remaining production is either matched by a financial hedge or was entered into at a fixed price.

Seneca is also reducing its fiscal 2024 capital guidance by $10 million at the top end of the range, or $5 million at the midpoint of guidance. This is the second consecutive quarter of capital reductions at Seneca as a result of operational efficiencies associated with the ongoing transition to the EDA and is indicative of the capital efficiency trends we are realizing as we head into fiscal 2025.
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The Company’s other fiscal 2024 guidance assumptions remain largely unchanged and are detailed in the table on page 8.

INITIATION OF FISCAL 2025 PRELIMINARY GUIDANCE

In the non-regulated Exploration and Production and Gathering segments, the ongoing transition to the highly prolific EDA and lower activity compared to fiscal 2024 is anticipated to drive modest long-term production growth (0-5% annually) and reduce capital expenditures, furthering the trend of enhancing capital efficiency. Combining this with the outlook for higher natural gas prices, these segments are positioned to generate increasing earnings and free cash flow in fiscal 2025. In addition, recent and ongoing ratemaking activity, along with continued investments in system modernization, is expected to drive meaningful growth in rate base and earnings at the Company’s rate-regulated segments.

As a result of these factors, the Company is initiating preliminary earnings guidance for fiscal 2025 with a range of $5.75 to $6.25 per share, or $6.00 per share at the midpoint, an increase of 19% from the midpoint of the revised fiscal 2024 guidance range.

Seneca’s fiscal 2025 net production is expected to increase to a range of 400 to 420 Bcf, an increase of 4% versus fiscal 2024 at the midpoint of the guidance range. In addition, the Company is assuming NYMEX natural gas prices of $3.25 per MMBtu for the year, which will drive expected natural gas price realizations after hedging to increase by approximately $0.20 per Mcf from estimated fiscal 2024 realizations.

Overall, Seneca has firm sales contracts in place for approximately 88% of its expected fiscal 2025 natural gas production, significantly limiting its exposure to in-basin markets. Approximately 60% of expected production is supported by financial hedges or fixed price contracts, balancing downside protection with upside opportunity. To the extent that NYMEX increases $0.25 per MMBtu for the year, we would expect earnings per share to increase by approximately $0.35 per share, whereas a decrease to prices of $0.25 per MMBtu would reduce projected earnings per share by $0.30.

In the Company’s regulated segments, the impact of the recently settled Supply Corporation rate case is expected to drive continued revenue growth in the Pipeline and Storage segment, with revenues projected to be in a range of $415 million to $435 million, which at the midpoint represents a 4% increase from the fiscal 2024 guidance range. In addition, in the Utility segment, the Company is proceeding with the rate case filed in late 2023 in its New York jurisdiction. The impact of the expected base rate increase is expected to further contribute to growing margin and net income in this segment.

The Company’s consolidated capital expenditures in fiscal 2025 are expected to be in a range of $885 million to $970 million, which is largely in line with fiscal 2024 guidance.

Capital expenditures in the Company’s rate-regulated Pipeline and Storage and Utility segments, collectively, are expected to be in the range of $295 million to $335 million for fiscal 2025, an increase of 8% from fiscal 2024 at the midpoint. Most of this spending will be focused on modernization programs that further enhance the safety, reliability, and resiliency of the Company’s critical infrastructure, and contribute to the ongoing reduction in the Company’s emissions profile. Investments in these businesses, combined with ongoing ratemaking activity to timely recovery on these investments, provide for the ability to generate stable, predictable, value-accretive returns, and are an efficient means of deploying cash flow generated across the Company to the long-term benefit of shareholders.

The Company projects fiscal 2025 capital expenditures in its Exploration and Production and Gathering segments, collectively, to be in the range of $590 million to $635 million, a decrease of $25 million, or 4%, from fiscal 2024 at the midpoint. This capital program assumes a pace of development driven by operating a single, dedicated frac fleet throughout the year. Further, Seneca plans to operate one to two horizontal rigs and intermittently operate a top hole rig. In addition, the Gathering segment will continue its multi-year build out of key centralized infrastructure in the Tioga County region, which supports Seneca’s EDA development activity.

Additional details on the Company’s updated forecast assumptions and business segment guidance for fiscal 2024 and fiscal 2025 are outlined in the table on page 8.

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DISCUSSION OF THIRD QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended June 30, 2024 is summarized in a tabular form on pages 9 and 10 of this report (earnings drivers for the nine months ended June 30, 2024 are summarized on pages 11 and 12). It may be helpful to refer to those tables while reviewing this discussion.

Note that management defines adjusted operating results as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.

Upstream Business

Exploration and Production Segment

The Exploration and Production segment operations are carried out by Seneca. Seneca explores for, develops and produces primarily natural gas reserves in Pennsylvania.
Three Months Ended
June 30,
(in thousands)20242023Variance
GAAP Earnings$(112,028)$43,329 $(155,357)
Impairment of exploration and production properties, net of tax145,010 — 145,010 
Unrealized (gain) loss on derivative asset, net of tax861 1,038 (177)
Adjusted Operating Results$33,843 $44,367 $(10,524)
Adjusted EBITDA$128,535 $134,236 $(5,701)

Seneca’s third quarter GAAP earnings decreased $155.4 million versus the prior year. This was primarily driven by a non-cash, pre-tax impairment charge of $200.7 million ($145.0 million after-tax) to write-down the carrying value of Seneca’s reserves under the full cost method of accounting. This method requires Seneca to perform a quarterly “ceiling test” comparing the present value of future net revenues from its reserves based on an unweighted arithmetic average of first day of the month pricing for each month within the 12-month period prior to the end of the reporting period (“the ceiling”) with the book value of those reserves at the balance sheet date. If the book value of the reserves exceeds the ceiling, a non-cash impairment charge must be recorded in order to reduce the book value of the reserves to the calculated ceiling. For purposes of the ceiling test, the 12-month average of first day of the month pricing for NYMEX natural gas for period ended June 30, 2024 was $2.32 per MMBtu. Seneca could potentially record non-cash impairments in future quarters depending on the commodity price environment.

Excluding this item, as well as the net impact of unrealized losses recorded quarter-over-quarter related to reductions in the fair value of contingent consideration received in connection with the June 2022 divestiture of Seneca’s California asset (see table above), Seneca's adjusted operating results decreased $10.5 million as higher natural gas production was more than offset by increases in per unit operating expenses.

During the third quarter, Seneca produced 96.5 Bcf of natural gas, an increase of 1.8 Bcf, or 2%, from the prior year, despite the impact of approximately 5.6 Bcf of price-related curtailments due to low in-basin pricing. The increase in production was largely due to production from new Marcellus and Utica wells in Seneca’s EDA.
Seneca’s average realized natural gas price, after the impact of hedging and transportation costs, was $2.28 per Mcf, an increase of $0.01 per Mcf from the prior year. Pre-hedging realized natural gas prices decreased 10% from the prior year; however, Seneca’s hedging portfolio, which experienced a gain of $0.78 per Mcf during the quarter, more than offset this impact.

On a per unit basis, lease operating and transportation expense (“LOE”) was $0.69 per Mcf, an increase of $0.04 per Mcf from the prior year. On an absolute basis, LOE increased $4.8 million primarily due to higher transportation and gathering costs as a result of increased production. LOE included $55.0 million for gathering and compression services from the Company’s Gathering segment to connect Seneca’s production to sales points along interstate pipelines.

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General and administrative (“G&A”) expense was $0.19 per Mcf, an increase of $0.02 per Mcf from the prior year. On an absolute basis, Seneca’s G&A expense increased $2.3 million primarily due to an increase in personnel costs.

Depreciation, depletion and amortization (“DD&A”) expense was $0.71 per Mcf, an increase of $0.07 per Mcf from the prior year. Absolute DD&A expense increased $8.2 million due to a higher per unit DD&A rate and higher natural gas production. The higher per unit rate was driven by an increase in Seneca’s full cost pool due to a combination of higher capitalized costs and an increase in estimated future development costs related to proved undeveloped wells.

Seneca’s all other operating and maintenance (“O&M”) expense increased $2.2 million due primarily to an increase in an accrual for estimated plugging and abandonment expenses related to certain offshore Gulf of Mexico wells that were sold by Seneca to an operator that has since gone bankrupt. As a result, a portion of the cost of abandoning the wells is expected to revert back to Seneca.

Midstream Businesses

Pipeline and Storage Segment

The Pipeline and Storage segment’s operations are carried out by Supply Corporation and Empire Pipeline, Inc. (“Empire”). The Pipeline and Storage segment provides natural gas transportation and storage services to affiliated and non-affiliated companies through an integrated system of pipelines and underground natural gas storage fields in western New York and Pennsylvania.
Three Months Ended
June 30,
(in thousands)20242023Variance
GAAP Earnings$30,690 $23,813 $6,877 
Adjusted EBITDA$68,221 $57,636 $10,585 

The Pipeline and Storage segment’s third quarter GAAP earnings increased $6.9 million versus the prior year primarily due to higher operating revenues, partly offset by higher O&M, DD&A, and interest expenses.

The increase in operating revenues of $13.0 million, or 14%, was primarily attributable to an increase in Supply Corporation’s transportation and storage rates effective February 1, 2024, in accordance with its rate case settlement.

O&M expense increased $1.9 million primarily due to an increase in personnel costs. The increase in DD&A expense of $0.7 million was attributable to higher average depreciable plant in service compared to the prior year, partially offset by a modest adjustment to depreciation expense related to the final regulatory approval of Supply Corporation’s rate case settlement. Interest expense increased $1.0 million primarily due to a higher average amount of net borrowings.

Gathering Segment

The Gathering segment’s operations are carried out by National Fuel Gas Midstream Company, LLC’s limited liability companies. The Gathering segment constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which delivers Seneca and other non-affiliated Appalachian production to the interstate pipeline system.
Three Months Ended
June 30,
(in thousands)20242023Variance
GAAP Earnings$24,979 $24,135 $844 
Adjusted EBITDA$47,631 $46,032 $1,599 

The Gathering segment’s third quarter GAAP earnings increased $0.8 million versus the prior year primarily due to higher operating revenues, partly offset by higher DD&A expense. Operating revenues increased $1.2 million, or 2%, which was the result of a $2.2 million increase in revenue from Seneca and a $1.0 million decrease in revenue from non-affiliated parties. DD&A expense increased $0.7 million primarily due to higher average depreciable plant in service compared to the prior year.
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Downstream Business

Utility Segment

The Utility segment operations are carried out by Distribution Corporation, which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.
Three Months Ended
June 30,
(in thousands)20242023Variance
GAAP Earnings$2,559 $37 $2,522 
Adjusted EBITDA$21,047 $20,912 $135 

The Utility segment’s third quarter GAAP earnings increased $2.5 million versus the prior year due to higher customer margins (operating revenues less purchased gas sold) and a lower effective income tax rate, partially offset by an increase in O&M and DD&A expenses.

The $3.4 million increase in customer margin for the quarter was primarily due to the impact of the base rate increase in Distribution Corporation’s Pennsylvania jurisdiction. Higher revenues from the Company’s system modernization tracking mechanisms in its New York service territory also contributed to the increase. These increases were partially offset by a decrease in customer usage due primarily to warmer weather as compared to the prior-year third quarter. Weather was 35.3% and 28.3% warmer than the prior-year third quarter in Pennsylvania and New York, respectively. As part of Distribution Corporation’s rate settlement in Pennsylvania, the Company received approval to implement a weather normalization adjustment (“WNA”), which serves to help mitigate the impact of temperature fluctuations on usage and margin revenues billed to residential and small commercial customers during the months of October through May (subject to a 3% deadband). The Company recovered approximately $1.7 million from the Pennsylvania WNA mechanism in the current quarter. Distribution Corporation continues to benefit from a WNA mechanism in its New York jurisdiction, which generated revenue of $2.1 million during the quarter, an increase of $1.4 million over the prior year, which also helped to mitigate the impact of warmer weather on margins.

O&M expense increased by $3.4 million, primarily driven by higher personnel costs largely due to an increase in headcount and a slight increase in wage rates. Increases in professional and legal fees related to the current New York rate case proceeding and higher technology-related costs also contributed to the increase. These increases were partially offset by a decline in the accrual for uncollectible accounts due to a decrease in the natural gas commodity component of customer bills. DD&A expense increased $1.4 million primarily due to higher average depreciable plant in service compared to the prior year.

The reduction in the Utility segment’s effective income tax rate was primarily driven by an increase in tax deductions related to certain repairs and maintenance expenditures as a result of updated IRS guidance published in 2023.

Corporate and All Other

The Company’s operations that are included in Corporate and All Other generated a combined net loss of $0.4 million in the current-year third quarter, which was $1.7 million lower than the combined earnings of $1.3 million in the prior-year third quarter. The reduction in earnings was primarily driven by a $1.0 million decrease in investment income on marketable securities and corporate-owned life insurance policies.


EARNINGS TELECONFERENCE

The Company will host a conference call on Thursday, August 1, 2024, at 10 a.m. Eastern Time to discuss this announcement. All participants must pre-register to join this conference using the Participant Registration link. Once registered, an email will be sent with important details for this conference, as well as a unique Registrant ID. A webcast link to the conference call will be provided under the Events Calendar on the NFG Investor Relations website at investor.nationalfuelgas.com. A replay will be available following the call through the end of the day, Thursday, August 8, 2024. To access the replay, dial 1-800-770-2030 and provide Playback ID 99768.

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National Fuel is an integrated energy company reporting financial results for four operating segments: Exploration and Production, Pipeline and Storage, Gathering, and Utility. Additional information about National Fuel is available at www.nationalfuelgas.com.

Analyst Contact:Natalie M. Fischer716-857-7315
Media Contact:Karen L. Merkel716-857-7654
Certain statements contained herein, including statements identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may” and similar expressions, and statements which are other than statements of historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections contained herein are expressed in good faith and are believed to have a reasonable basis, but there can be no assurance that such expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing; governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design, retained natural gas and system modernization), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; the Company’s ability to estimate accurately the time and resources necessary to meet emissions targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; changes in economic conditions, including inflationary pressures, supply chain issues, liquidity challenges, and global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services; the creditworthiness or performance of the Company’s key suppliers, customers and counterparties; financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions; changes in price differentials between similar quantities of natural gas sold at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations; the impact of information technology disruptions, cybersecurity or data security breaches; factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas reserves, including among others geology, lease availability and costs, title disputes, weather conditions, water availability and disposal or recycling opportunities of used water, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; the Company’s ability to complete strategic transactions; increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date; the cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company; negotiations with the collective bargaining units representing the Company’s workforce, including potential work stoppages during negotiations; uncertainty of natural gas reserve estimates; significant differences between the Company’s projected and actual production levels for natural gas; changes in demographic patterns and weather conditions (including those related to climate change); changes in the availability, price or accounting treatment of derivative financial instruments; changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war, as well as economic and operational disruptions due to third-party outages; significant differences between the Company’s projected and actual capital expenditures and operating expenses; or increasing costs of insurance, changes in coverage and the ability to obtain insurance. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.
-more-
7


Page 8.


NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

As discussed on page 2, the Company is revising its earnings guidance for fiscal 2024 and initiating guidance for fiscal 2025. Additional details on the Company's forecast assumptions and business segment guidance for fiscal 2024 and fiscal 2025 are outlined in the table below.

The revised earnings guidance range does not include the impact of certain items that impacted the comparability of earnings during the nine months ended June 30, 2024, including: (1) the after tax impairment of exploration and production properties, which reduced earnings by $1.57 per share; (2) after-tax unrealized losses on a derivative asset, which reduced earnings by $0.04 per share; and (3) after-tax unrealized gains on other investments, which increased earnings by $0.02 per share. While the Company expects to record certain adjustments to unrealized gain or loss on a derivative asset and unrealized gain or loss on investments during the three months ending September 30, 2024, the amounts of these and other potential adjustments and charges, including ceiling test impairments, are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.
Updated FY 2024 GuidancePreliminary FY 2025 Guidance
Adjusted Consolidated Earnings per Share, excluding items impacting comparability$5.00 to $5.10$5.75 to $6.25
Consolidated Effective Tax Rate~ 24.5%~ 24.5 - 25%
Capital Expenditures (Millions)
    Exploration and Production$525 - $545$495 - $525
    Pipeline and Storage$120 - $140$130 - $150
    Gathering$95 - $110$95 - $110
    Utility$150 - $175$165 - $185
    Consolidated Capital Expenditures$890 - $970$885 - $970
Exploration and Production Segment Guidance*
    Commodity Price Assumptions
    NYMEX natural gas price
$2.40 /MMBtu
$3.25 /MMBtu
    Appalachian basin spot price
$1.50 /MMBtu
$2.30 /MMBtu
    Production (Bcf)390 to 400400 to 420
    E&P Operating Costs ($/Mcf)
    LOE~ $0.69$0.68 - $0.70
    G&A ~ $0.18$0.18 - $0.19
    DD&A$0.70 - $0.72$0.70 - $0.74
Other Business Segment Guidance (Millions)
    Gathering Segment Revenues$240 - $250$245 - $255
    Pipeline and Storage Segment Revenues $400 - $415$415 - $435

* Fiscal 2024 commodity price assumptions are for the remaining three months of the fiscal year.












Page 9.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED JUNE 30, 2024
(Unaudited)
UpstreamMidstreamDownstream
Exploration &Pipeline &Corporate /
(Thousands of Dollars)ProductionStorageGatheringUtilityAll OtherConsolidated*
Third quarter 2023 GAAP earnings$43,329 $23,813 $24,135 $37 $1,306 $92,620 
Items impacting comparability:
Unrealized (gain) loss on derivative asset1,430 1,430 
Tax impact of unrealized (gain) loss on derivative asset(392)(392)
Unrealized (gain) loss on other investments(355)(355)
Tax impact of unrealized (gain) loss on other investments
74 74 
Third quarter 2023 adjusted operating results44,367 23,813 24,135 37 1,025 93,377 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production3,158 3,158 
Higher (lower) realized natural gas prices, after hedging248 248 
Midstream Revenues
Higher (lower) operating revenues10,289 959 11,248 
Downstream Margins***
Impact of usage and weather(2,404)(2,404)
Impact of new rates in Pennsylvania2,285 2,285 
System modernization and improvement tracker revenues3,528 3,528 
Higher (lower) other operating revenues(435)(435)
Operating Expenses
Lower (higher) lease operating and transportation expenses(3,765)(3,765)
Lower (higher) operating expenses(3,558)(1,518)369 (2,711)(435)(7,853)
Lower (higher) property, franchise and other taxes(596)(596)
Lower (higher) depreciation / depletion(6,473)(570)(589)(1,087)(8,719)
Other Income (Expense)
Higher (lower) other income(623)(623)
(Higher) lower interest expense(823)(776)(1,599)
Income Taxes
Lower (higher) income tax expense / effective tax rate1,413 (510)(22)3,290 (142)4,029 
All other / rounding(128)(38)127 56 (171)(154)
Third quarter 2024 adjusted operating results33,843 30,690 24,979 2,559 (346)91,725 
Items impacting comparability:
Impairment of exploration and production properties(200,696)(200,696)
Tax impact of impairment of exploration and production properties55,686 55,686 
Unrealized gain (loss) on derivative asset(1,186)(1,186)
Tax impact of unrealized gain (loss) on derivative asset325 325 
Unrealized gain (loss) on other investments(15)(15)
Tax impact of unrealized gain (loss) on other investments
Third quarter 2024 GAAP earnings$(112,028)$30,690 $24,979 $2,559 $(358)$(54,158)
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.




Page 10.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
QUARTER ENDED JUNE 30, 2024
(Unaudited)
UpstreamMidstreamDownstream
Exploration &Pipeline &Corporate /
ProductionStorageGatheringUtilityAll OtherConsolidated*
Third quarter 2023 GAAP earnings per share$0.47 $0.26 $0.26 $— $0.01 $1.00 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax0.01 0.01 
Unrealized (gain) loss on other investments, net of tax— — 
Third quarter 2023 adjusted operating results per share0.48 0.26 0.26 — 0.01 1.01 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production0.03 0.03 
Higher (lower) realized natural gas prices, after hedging— — 
Midstream Revenues
Higher (lower) operating revenues0.11 0.01 0.12 
Downstream Margins***
Impact of usage and weather(0.03)(0.03)
Impact of new rates in Pennsylvania0.02 0.02 
System modernization and improvement tracker revenues0.04 0.04 
Higher (lower) other operating revenues— — 
Operating Expenses
Lower (higher) lease operating and transportation expenses(0.04)(0.04)
Lower (higher) operating expenses(0.04)(0.02)— (0.03)— (0.09)
Lower (higher) property, franchise and other taxes(0.01)(0.01)
Lower (higher) depreciation / depletion(0.07)(0.01)(0.01)(0.01)(0.10)
Other Income (Expense)
Higher (lower) other income(0.01)(0.01)
(Higher) lower interest expense(0.01)(0.01)(0.02)
Income Taxes
Lower (higher) income tax expense / effective tax rate0.02 (0.01)— 0.04 — 0.05 
All other / rounding0.01 0.01 0.01 — (0.01)0.02 
Third quarter 2024 adjusted operating results per share0.37 0.33 0.27 0.03 (0.01)0.99 
Items impacting comparability:
Impairment of exploration and production properties, net of tax(1.58)(1.58)
Unrealized gain (loss) on derivative asset, net of tax(0.01)(0.01)
Unrealized gain (loss) on other investments, net of tax— — 
Rounding0.01 0.01 
Third quarter 2024 GAAP earnings per share$(1.22)$0.33 $0.27 $0.03 $— $(0.59)
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.








Page 11.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
NINE MONTHS ENDED JUNE 30, 2024
(Unaudited)
UpstreamMidstreamDownstream
Exploration &Pipeline &Corporate /
(Thousands of Dollars)ProductionStorageGatheringUtilityAll OtherConsolidated*
Nine months ended June 30, 2023 GAAP earnings$195,503 $77,147 $73,207 $55,574 $1,758 $403,189 
Items impacting comparability:
Unrealized (gain) loss on derivative asset3,702 3,702 
Tax impact of unrealized (gain) loss on derivative asset(1,015)(1,015)
Unrealized (gain) loss on other investments(1,632)(1,632)
Tax impact of unrealized (gain) loss on other investments
343 343 
Nine months ended June 30, 2023 adjusted operating results198,190 77,147 73,207 55,574 469 404,587 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production44,664 44,664 
Higher (lower) realized natural gas prices, after hedging(39,994)(39,994)
Higher (lower) other operating revenues(3,607)(3,607)
Midstream Revenues
Higher (lower) operating revenues17,931 11,377 29,308 
Downstream Margins***
Impact of usage and weather
(710)(710)
Impact of new rates in Pennsylvania17,663 17,663 
System modernization and improvement tracker revenues6,210 6,210 
Regulatory revenue adjustments(2,119)(2,119)
Higher (lower) other operating revenues(1,923)(1,923)
Operating Expenses
Lower (higher) lease operating and transportation expenses
(11,197)(11,197)
Lower (higher) operating expenses(7,903)(4,456)(7,725)(1,578)(21,662)
Lower (higher) property, franchise and other taxes3,301 3,301 
Lower (higher) depreciation / depletion(31,161)(2,594)(1,728)(2,570)(38,053)
Other Income (Expense)
Higher (lower) other income1,260 1,283 (1,794)749 
(Higher) lower interest expense(4,738)(2,367)578 1,906 (4,621)
Income Taxes
Lower (higher) income tax expense / effective tax rate
2,895 (845)(1,003)7,535 64 8,646 
All other / rounding599 (594)79 630 282 996 
Nine months ended June 30, 2024 adjusted operating results151,049 85,482 82,510 73,848 (651)392,238 
Items impacting comparability:
Impairment of exploration and production properties(200,696)(200,696)
Tax impact of impairment of exploration and production properties55,686 55,686 
Unrealized gain (loss) on derivative asset(4,848)(4,848)
Tax impact of unrealized gain (loss) on derivative asset1,330 1,330 
Unrealized gain (loss) on other investments
1,803 1,803 
Tax impact of unrealized gain (loss) on other investments
(379)(379)
Nine months ended June 30, 2024 GAAP earnings$2,521 $85,482 $82,510 $73,848 $773 $245,134 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.









Page 12.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
NINE MONTHS ENDED JUNE 30, 2024
(Unaudited)
UpstreamMidstreamDownstream
Exploration &Pipeline &Corporate /
ProductionStorageGatheringUtilityAll OtherConsolidated*
Nine months ended June 30, 2023 GAAP earnings per share$2.12 $0.84 $0.79 $0.60 $0.02 $4.37 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax0.03 0.03 
Unrealized (gain) loss on other investments, net of tax(0.01)(0.01)
Rounding(0.01)(0.01)
Nine months ended June 30, 2023 adjusted operating results per share2.15 0.84 0.79 0.60 — 4.38 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production0.48 0.48 
Higher (lower) realized natural gas prices, after hedging
(0.43)(0.43)
Higher (lower) other operating revenues(0.04)(0.04)
Midstream Revenues
Higher (lower) operating revenues0.19 0.12 0.31 
Downstream Margins***
Impact of usage and weather
(0.01)(0.01)
Impact of new rates in Pennsylvania0.19 0.19 
System modernization and improvement tracker revenues0.07 0.07 
Regulatory revenue adjustments(0.02)(0.02)
Higher (lower) other operating revenues(0.02)(0.02)
Operating Expenses
Lower (higher) lease operating and transportation expenses
(0.12)(0.12)
Lower (higher) operating expenses(0.09)(0.05)(0.08)(0.02)(0.24)
Lower (higher) property, franchise and other taxes0.04 0.04 
Lower (higher) depreciation / depletion(0.34)(0.03)(0.02)(0.03)(0.42)
Other Income (Expense)
Higher (lower) other income0.01 0.01 (0.02)— 
(Higher) lower interest expense(0.05)(0.03)0.01 0.02 (0.05)
Income Taxes
Lower (higher) income tax expense / effective tax rate
0.03 (0.01)(0.01)0.08 — 0.09 
All other / rounding— — — 0.01 0.02 0.03 
Nine months ended June 30, 2024 adjusted operating results per share1.63 0.92 0.89 0.80 — 4.24 
Items impacting comparability:
Impairment of exploration and production properties, net of tax(1.57)(1.57)
Unrealized gain (loss) on derivative asset, net of tax(0.04)(0.04)
Unrealized gain (loss) on other investments, net of tax
0.02 0.02 
Rounding0.01 (0.01)— 
Nine months ended June 30, 2024 GAAP earnings per share$0.03 $0.92 $0.89 $0.80 $0.01 $2.65 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.



Page 13.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
(Thousands of Dollars, except per share amounts)
Three Months Ended Nine Months Ended
June 30,June 30,
(Unaudited)(Unaudited)
SUMMARY OF OPERATIONS2024202320242023
Operating Revenues:
Utility Revenues$124,858 $144,538 $616,977 $862,914 
Exploration and Production and Other Revenues220,905 216,581 739,537 738,107 
Pipeline and Storage and Gathering Revenues71,679 67,585 216,228 203,803 
417,442 428,704 1,572,742 1,804,824 
Operating Expenses:
Purchased Gas4,952 35,425 167,444 450,461 
Operation and Maintenance:
      Utility53,412 50,080 166,405 156,885 
      Exploration and Production and Other35,148 27,659 102,768 86,315 
      Pipeline and Storage and Gathering40,019 38,607 114,321 109,347 
Property, Franchise and Other Taxes21,201 20,427 66,635 71,999 
Depreciation, Depletion and Amortization113,454 102,410 348,179 299,973 
Impairment of Exploration and Production Properties200,696 — 200,696 — 
468,882 274,608 1,166,448 1,174,980 
Operating Income (Loss)(51,440)154,096 406,294 629,844 
Other Income (Expense):
Other Income (Deductions)3,188 3,551 12,989 12,754 
Interest Expense on Long-Term Debt(32,876)(26,311)(89,791)(83,499)
Other Interest Expense(1,341)(5,781)(14,250)(15,485)
Income (Loss) Before Income Taxes(82,469)125,555 315,242 543,614 
Income Tax Expense (Benefit)(28,311)32,935 70,108 140,425 
Net Income (Loss) Available for Common Stock$(54,158)$92,620 $245,134 $403,189 
Earnings (Loss) Per Common Share
Basic$(0.59)$1.01 $2.67 $4.40 
Diluted$(0.59)$1.00 $2.65 $4.37 
Weighted Average Common Shares:
Used in Basic Calculation91,874,04991,803,63891,966,03491,725,286
Used in Diluted Calculation91,874,04992,294,66692,467,78792,268,904










Page 14.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30,September 30,
(Thousands of Dollars)20242023
ASSETS
Property, Plant and Equipment$14,245,690 $13,635,303 
Less - Accumulated Depreciation, Depletion and Amortization6,834,824 6,335,441 
Net Property, Plant and Equipment
7,410,866 7,299,862 
Current Assets:
Cash and Temporary Cash Investments81,414 55,447 
Receivables - Net156,846 160,601 
Unbilled Revenue15,032 16,622 
Gas Stored Underground14,186 32,509 
Materials and Supplies - at average cost48,331 48,989 
Other Current Assets82,923 100,260 
Total Current Assets
398,732 414,428 
Other Assets:
Recoverable Future Taxes80,820 69,045 
Unamortized Debt Expense6,007 7,240 
Other Regulatory Assets73,934 72,138 
Deferred Charges89,740 82,416 
Other Investments79,547 73,976 
Goodwill5,476 5,476 
Prepaid Pension and Post-Retirement Benefit Costs230,591 200,301 
Fair Value of Derivative Financial Instruments100,317 50,487 
Other5,007 4,891 
Total Other Assets
671,439 565,970 
Total Assets$8,481,037 $8,280,260 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 91,612,488 Shares and 91,819,405 Shares, Respectively
$91,612 $91,819 
Paid in Capital1,046,479 1,040,761 
Earnings Reinvested in the Business1,970,384 1,885,856 
Accumulated Other Comprehensive Income (Loss)5,050 (55,060)
Total Comprehensive Shareholders' Equity3,113,525 2,963,376 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs2,637,115 2,384,485 
Total Capitalization
5,750,640 5,347,861 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper— 287,500 
Current Portion of Long-Term Debt50,000 — 
Accounts Payable101,200 152,193 
Amounts Payable to Customers62,569 59,019 
Dividends Payable47,195 45,451 
Interest Payable on Long-Term Debt46,926 20,399 
Customer Advances— 21,003 
Customer Security Deposits36,674 28,764 
Other Accruals and Current Liabilities169,133 160,974 
Fair Value of Derivative Financial Instruments2,941 31,009 
Total Current and Accrued Liabilities
516,638 806,312 
Other Liabilities:
Deferred Income Taxes1,172,068 1,124,170 
Taxes Refundable to Customers302,733 268,562 
Cost of Removal Regulatory Liability289,356 277,694 
Other Regulatory Liabilities164,390 165,441 
Other Post-Retirement Liabilities2,741 2,915 
Asset Retirement Obligations157,653 165,492 
Other Liabilities124,818 121,813 
Total Other Liabilities2,213,759 2,126,087 
Commitments and Contingencies— — 
Total Capitalization and Liabilities$8,481,037 $8,280,260 




Page 15.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
June 30,
(Thousands of Dollars)20242023
Operating Activities:
Net Income Available for Common Stock$245,134 $403,189 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
  
Impairment of Exploration and Production Properties200,696 — 
Depreciation, Depletion and Amortization348,179 299,973 
Deferred Income Taxes47,212 101,096 
Stock-Based Compensation15,984 15,807 
Other18,542 16,640 
Change in:  
Receivables and Unbilled Revenue5,253 192,324 
Gas Stored Underground and Materials and Supplies18,981 11,757 
Unrecovered Purchased Gas Costs— 75,244 
Other Current Assets17,431 (12,230)
Accounts Payable(13,705)(52,340)
Amounts Payable to Customers3,550 21,972 
Customer Advances(21,003)(26,108)
Customer Security Deposits7,910 9,741 
Other Accruals and Current Liabilities23,846 45,363 
Other Assets(35,346)(39,367)
Other Liabilities(14,649)(7,949)
Net Cash Provided by Operating Activities$868,015 $1,055,112 
Investing Activities:
Capital Expenditures$(684,200)$(727,738)
Acquisition of Upstream Assets— (124,758)
Sale of Fixed Income Mutual Fund Shares in Grantor Trust— 10,000 
Other(1,371)13,397 
Net Cash Used in Investing Activities$(685,571)$(829,099)
Financing Activities:
Proceeds from Issuance of Short-Term Note Payable to Bank$— $250,000 
Repayment of Short-Term Note Payable to Bank— (250,000)
Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper(287,500)78,500 
Shares Repurchased Under Repurchase Plan(27,847)— 
Reduction of Long-Term Debt— (549,000)
Net Proceeds From Issuance of Long-Term Debt299,396 297,533 
Dividends Paid on Common Stock(136,610)(130,653)
Net Repurchases of Common Stock Under Stock and Benefit Plans(3,916)(6,696)
Net Cash Used in Financing Activities$(156,477)$(310,316)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash25,967 (84,303)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period55,447 137,718 
Cash, Cash Equivalents, and Restricted Cash at June 30$81,414 $53,415 










Page 16.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
UPSTREAM BUSINESS
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
EXPLORATION AND PRODUCTION SEGMENT20242023Variance20242023Variance
Total Operating Revenues$220,905 $216,581 $4,324 $739,537 $738,107 $1,430 
Operating Expenses:
Operation and Maintenance:
General and Administrative Expense18,213 15,877 2,336 53,170 48,910 4,260 
Lease Operating and Transportation Expense66,581 61,815 4,766 203,317 189,144 14,173 
All Other Operation and Maintenance Expense4,526 2,358 2,168 12,714 6,970 5,744 
Property, Franchise and Other Taxes3,050 2,295 755 9,764 13,943 (4,179)
Depreciation, Depletion and Amortization68,778 60,584 8,194 214,191 174,747 39,444 
Impairment of Exploration and Production Properties200,696 — 200,696 200,696 — 200,696 
361,844 142,929 218,915 693,852 433,714 260,138 
Operating Income (Loss)(140,939)73,652(214,591)45,685 304,393(258,708)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit100 347 (247)301 1,042 (741)
Interest and Other Income (Deductions)(488)(806)318 (830)(1,098)268 
Interest Expense(14,670)(13,628)(1,042)(45,046)(39,049)(5,997)
Income (Loss) Before Income Taxes(155,997)59,565 (215,562)110 265,288 (265,178)
Income Tax Expense (Benefit)(43,969)16,236 (60,205)(2,411)69,785 (72,196)
Net Income (Loss)$(112,028)$43,329 $(155,357)$2,521 $195,503 $(192,982)
Net Income (Loss) Per Share (Diluted)$(1.22)$0.47 $(1.69)$0.03 $2.12 $(2.09)













Page 17.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
MIDSTREAM BUSINESSES
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
PIPELINE AND STORAGE SEGMENT20242023Variance20242023Variance
Revenues from External Customers$68,035 $62,956 $5,079 $204,071 $194,800 $9,271 
Intersegment Revenues37,384 29,439 7,945 103,781 90,354 13,427 
Total Operating Revenues105,419 92,395 13,024 307,852 285,154 22,698 
Operating Expenses:
Purchased Gas614 223 391 1,540 1,111 429 
Operation and Maintenance28,128 26,207 1,921 83,142 77,501 5,641 
Property, Franchise and Other Taxes8,456 8,329 127 25,776 25,452 324 
Depreciation, Depletion and Amortization18,453 17,732 721 56,157 52,874 3,283 
55,651 52,491 3,160 166,615 156,938 9,677 
Operating Income49,768 39,904 9,864 141,237 128,216 13,021 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit1,257 1,330 (73)3,772 3,990 (218)
Interest and Other Income2,362 1,831 531 6,340 4,653 1,687 
Interest Expense(11,855)(10,873)(982)(35,698)(32,702)(2,996)
Income Before Income Taxes41,532 32,192 9,340 115,651 104,157 11,494 
Income Tax Expense10,842 8,379 2,463 30,169 27,010 3,159 
Net Income$30,690 $23,813 $6,877 $85,482 $77,147 $8,335 
Net Income Per Share (Diluted)$0.33 $0.26 $0.07 $0.92 $0.84 $0.08 
Three Months Ended Nine Months Ended
June 30,June 30,
GATHERING SEGMENT20242023Variance20242023Variance
Revenues from External Customers$3,644 $4,629 $(985)$12,157 $9,003 $3,154 
Intersegment Revenues56,476 54,277 2,199 174,544 163,297 11,247 
Total Operating Revenues60,120 58,906 1,214 186,701 172,300 14,401 
Operating Expenses:
Operation and Maintenance12,382 12,849 (467)32,682 33,252 (570)
Property, Franchise and Other Taxes107 25 82 224 39 185 
Depreciation, Depletion and Amortization9,732 8,987 745 28,800 26,613 2,187 
22,221 21,861 360 61,706 59,904 1,802 
Operating Income37,899 37,045 854 124,995 112,396 12,599 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit37 (28)28 112 (84)
Interest and Other Income113 63 50 257 458 (201)
Interest Expense(3,393)(3,613)220 (10,824)(11,556)732 
Income Before Income Taxes34,628 33,532 1,096 114,456 101,410 13,046 
Income Tax Expense9,649 9,397 252 31,946 28,203 3,743 
Net Income$24,979 $24,135 $844 $82,510 $73,207 $9,303 
Net Income Per Share (Diluted)$0.27 $0.26 $0.01 $0.89 $0.79 $0.10 



Page 18.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
DOWNSTREAM BUSINESS
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
UTILITY SEGMENT20242023Variance20242023Variance
Revenues from External Customers$124,858 $144,538 $(19,680)$616,977 $862,914 $(245,937)
Intersegment Revenues86 79 479 500 (21)
Total Operating Revenues124,944 144,617 (19,673)617,456 863,414 (245,958)
Operating Expenses:
Purchased Gas40,096 63,151 (23,055)264,983 533,452 (268,469)
Operation and Maintenance54,349 50,915 3,434 169,261 159,483 9,778 
Property, Franchise and Other Taxes9,452 9,639 (187)30,471 32,169 (1,698)
Depreciation, Depletion and Amortization16,373 14,997 1,376 48,678 45,425 3,253 
120,270 138,702 (18,432)513,393 770,529 (257,136)
Operating Income4,674 5,915 (1,241)104,063 92,885 11,178 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit (Costs)462 454 1,788 (5)1,793 
Interest and Other Income1,485 1,694 (209)4,735 4,903 (168)
Interest Expense(8,417)(8,441)24 (25,402)(26,193)791 
Income (Loss) Before Income Taxes(1,796)(824)(972)85,184 71,590 13,594 
Income Tax Expense (Benefit)(4,355)(861)(3,494)11,336 16,016 (4,680)
Net Income$2,559 $37 $2,522 $73,848 $55,574 $18,274 
Net Income Per Share (Diluted)$0.03 $— $0.03 $0.80 $0.60 $0.20 





























Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
Three Months Ended Nine Months Ended
(Thousands of Dollars, except per share amounts)June 30,June 30,
ALL OTHER20242023Variance20242023Variance
Total Operating Revenues$— $— $— $— $— $— 
Operating Expenses:
Operation and Maintenance— — — — 21 (21)
— — — — 21 (21)
Operating Loss— — — — (21)21 
Other Income (Expense):
Interest and Other Income (Deductions)(65)(65)— (184)(451)267 
Interest Expense(97)(41)(56)(262)(89)(173)
Loss before Income Taxes(162)(106)(56)(446)(561)115 
Income Tax Benefit(38)(25)(13)(105)(131)26 
Net Loss$(124)$(81)$(43)$(341)$(430)$89 
Net Loss Per Share (Diluted)$— $— $— $— $— $— 
Three Months Ended Nine Months Ended
June 30,June 30,
CORPORATE20242023Variance20242023Variance
Revenues from External Customers$— $— $— $— $— $— 
Intersegment Revenues1,285 1,152 133 3,856 3,455 401 
Total Operating Revenues1,285 1,152 133 3,856 3,455 401 
Operating Expenses:
Operation and Maintenance3,873 3,323 550 12,789 10,770 2,019 
Property, Franchise and Other Taxes136 139 (3)400 396 
Depreciation, Depletion and Amortization118 110 353 314 39 
4,127 3,572 555 13,542 11,480 2,062 
Operating Loss(2,842)(2,420)(422)(9,686)(8,025)(1,661)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs(386)(354)(32)(1,161)(1,063)(98)
Interest and Other Income39,025 36,312 2,713 120,288 111,598 8,690 
Interest Expense on Long-Term Debt(32,876)(26,311)(6,565)(89,791)(83,499)(6,292)
Other Interest Expense(3,595)(6,031)2,436 (19,363)(17,281)(2,082)
Income (Loss) before Income Taxes(674)1,196 (1,870)287 1,730 (1,443)
Income Tax Benefit(440)(191)(249)(827)(458)(369)
Net Income (Loss)$(234)$1,387 $(1,621)$1,114 $2,188 $(1,074)
Net Income (Loss) Per Share (Diluted)$— $0.01 $(0.01)$0.01 $0.02 $(0.01)
Three Months Ended Nine Months Ended
June 30,June 30,
INTERSEGMENT ELIMINATIONS20242023Variance20242023Variance
Intersegment Revenues$(95,231)$(84,947)$(10,284)$(282,660)$(257,606)$(25,054)
Operating Expenses:
Purchased Gas(35,758)(27,949)(7,809)(99,079)(84,102)(14,977)
Operation and Maintenance(59,473)(56,998)(2,475)(183,581)(173,504)(10,077)
(95,231)(84,947)(10,284)(282,660)(257,606)(25,054)
Operating Income— — — — — — 
Other Income (Expense):
Interest and Other Deductions(40,686)(36,846)(3,840)(122,345)(111,385)(10,960)
Interest Expense40,686 36,846 3,840 122,345 111,385 10,960 
Net Income$— $— $— $— $— $— 
Net Income Per Share (Diluted)$— $— $— $— $— $— 




Page 20.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT INFORMATION (Continued)
(Thousands of Dollars)
Three Months Ended Nine Months Ended
June 30,June 30,
(Unaudited)(Unaudited)
IncreaseIncrease
20242023(Decrease)20242023(Decrease)
Capital Expenditures:
Exploration and Production(1)
$114,679 
(2)
$269,171 
(4)
$(154,492)$399,820 
(2)(3)
$592,787 
(4)(5)
$(192,967)
Pipeline and Storage26,212 
(2)
33,503 
(4)
(7,291)68,791 
(2)(3)
66,767 
(4)(5)
2,024 
Gathering29,570 
(2)
21,297 
(4)
8,273 69,088 
(2)(3)
55,379 
(4)(5)
13,709 
Utility49,257 
(2)
39,446 
(4)
9,811 117,508 
(2)(3)
88,676 
(4)(5)
28,832 
Total Reportable Segments219,718 363,417 (143,699)655,207 803,609 (148,402)
All Other— — — — — — 
Corporate71 45 26 253 449 (196)
Total Capital Expenditures$219,789 $363,462 $(143,673)$655,460 $804,058 $(148,598)

(1)The quarter and nine months ended June 30, 2024 includes $6.2 million related to the acquisition of assets from UGI. The quarter and nine months ended June 30, 2023 includes $124.8 million related to the acquisition of upstream assets acquired from SWN, as well as $11.5 million related to the acquisition of assets from EXCO. The acquisition cost for the assets acquired from SWN is reported as a component of Acquisition of Upstream Assets on the Consolidated Statement of Cash Flows.

(2)Capital expenditures for the quarter and nine months ended June 30, 2024, include accounts payable and accrued liabilities related to capital expenditures of $50.9 million, $7.0 million, $14.6 million, and $8.0 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts have been excluded from the Consolidated Statement of Cash Flows at June 30, 2024, since they represent non-cash investing activities at that date.

(3)Capital expenditures for the nine months ended June 30, 2024, exclude capital expenditures of $43.2 million, $31.8 million, $20.6 million and $13.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the nine months ended June 30, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2024.

(4)Capital expenditures for the quarter and nine months ended June 30, 2023, include accounts payable and accrued liabilities related to capital expenditures of $52.8 million, $7.7 million, $2.8 million, and $8.5 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were excluded from the Consolidated Statement of Cash Flows at June 30, 2023, since they represented non-cash investing activities at that date.

(5)Capital expenditures for the nine months ended June 30, 2023, exclude capital expenditures of $83.0 million, $15.2 million, $10.7 million and $11.4 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2022 and paid during the nine months ended June 30, 2023. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2022, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at June 30, 2023.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended June 30,Normal20242023
  Normal (1)
Last Year (1)
Buffalo, NY912565788(38.0)(28.3)
Erie, PA(2)
776519802(33.1)(35.3)
Nine Months Ended June 30,
Buffalo, NY6,4915,1285,656(21.0)(9.3)
Erie, PA(2)
5,7274,7595,434(16.9)(12.4)
(1)Percents compare actual 2024 degree days to normal degree days and actual 2024 degree days to actual 2023 degree days.
(2)Normal degree days changed from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in Pennsylvania in August 2023.



Page 21.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20242023(Decrease)20242023(Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia96,504 94,747 1,757 300,144 278,562 21,582 
Average Prices (Per Mcf)
Weighted Average$1.50 $1.66 $(0.16)$1.93 $3.05 $(1.12)
Weighted Average after Hedging2.28 2.27 0.01 2.45 2.62 (0.17)
Selected Operating Performance Statistics:
General and Administrative Expense per Mcf (1)
$0.19 $0.17 $0.02 $0.18 $0.18 $— 
Lease Operating and Transportation Expense per Mcf (1)(2)
$0.69 $0.65 $0.04 $0.68 $0.68 $— 
Depreciation, Depletion and Amortization per Mcf (1)
$0.71 $0.64 $0.07 $0.71 $0.63 $0.08 

(1)Refer to page 16 for the General and Administrative Expense, Lease Operating and Transportation Expense and Depreciation, Depletion, and Amortization Expense for the Exploration and Production segment.
(2)Amounts include transportation expense of $0.59 and $0.55 per Mcf for the three months ended June 30, 2024 and June 30, 2023, respectively. Amounts include transportation expense of $0.57 and $0.57 per Mcf for the nine months ended June 30, 2024 and June 30, 2023, respectively.







Page 22.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Hedging Summary for Remaining Three Months of Fiscal 2024VolumeAverage Hedge Price
Gas Swaps
NYMEX38,670,000 MMBTU$3.35 / MMBTU
No Cost Collars14,400,000 MMBTU$3.22 / MMBTU (Floor) / $3.79 / MMBTU (Ceiling)
Fixed Price Physical Sales18,576,729 MMBTU$2.43 / MMBTU
Total71,646,729 MMBTU
Hedging Summary for Fiscal 2025VolumeAverage Hedge Price
Gas Swaps
NYMEX115,030,000 MMBTU$3.49 / MMBTU
No Cost Collars57,085,000 MMBTU$3.44 / MMBTU (Floor) / $4.54 / MMBTU (Ceiling)
Fixed Price Physical Sales80,477,792 MMBTU$2.48 / MMBTU
Total252,592,792 MMBTU
Hedging Summary for Fiscal 2026VolumeAverage Hedge Price
Gas Swaps
NYMEX40,635,000 MMBTU$3.95 / MMBTU
No Cost Collars50,595,000 MMBTU$3.48 / MMBTU (Floor) / $4.68 / MMBTU (Ceiling)
Fixed Price Physical Sales76,661,112 MMBTU$2.44 / MMBTU
Total167,891,112 MMBTU
Hedging Summary for Fiscal 2027VolumeAverage Hedge Price
Gas Swaps
NYMEX21,750,000 MMBTU$4.16 / MMBTU
No Cost Collars3,560,000 MMBTU$3.53 / MMBTU (Floor) / $4.76 / MMBTU (Ceiling)
Fixed Price Physical Sales59,118,055 MMBTU$2.50 / MMBTU
Total84,428,055 MMBTU
Hedging Summary for Fiscal 2028VolumeAverage Hedge Price
Gas Swaps
NYMEX1,750,000 MMBTU$4.16 / MMBTU
Fixed Price Physical Sales21,987,828 MMBTU$2.68 / MMBTU
Total23,737,828 MMBTU
Hedging Summary for Fiscal 2029VolumeAverage Hedge Price
Fixed Price Physical Sales7,051,614 MMBTU$2.88 / MMBTU
Hedging Summary for Fiscal 2030VolumeAverage Hedge Price
Fixed Price Physical Sales266,314 MMBTU$2.92 / MMBTU



Page 23.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline and Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20242023(Decrease)20242023(Decrease)
Firm Transportation - Affiliated18,377 22,295 (3,918)92,433 108,911 (16,478)
Firm Transportation - Non-Affiliated150,133 159,145 (9,012)498,435 528,234 (29,799)
Interruptible Transportation118 97 21 1,508 2,024 (516)
168,628 181,537 (12,909)592,376 639,169 (46,793)
Gathering Volume - (MMcf)
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20242023(Decrease)20242023(Decrease)
Gathered Volume118,445 118,707 (262)367,832 336,078 31,754 
Utility Throughput - (MMcf)
Three Months Ended Nine Months Ended
June 30,June 30,
IncreaseIncrease
20242023(Decrease)20242023(Decrease)
Retail Sales:
Residential Sales8,123 9,600 (1,477)53,168 57,636 (4,468)
Commercial Sales1,308 1,434 (126)8,401 8,812 (411)
Industrial Sales62 87 (25)389 506 (117)
9,493 11,121 (1,628)61,958 66,954 (4,996)
Transportation12,819 12,468 351 52,984 53,567 (583)
22,312 23,589 (1,277)114,942 120,521 (5,579)
























Page 24.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES

In addition to financial measures calculated in accordance with generally accepted accounting principles (GAAP), this press release contains information regarding adjusted operating results, adjusted EBITDA and free cash flow, which are non-GAAP financial measures. The Company believes that these non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company's ongoing operating results or liquidity and for comparing the Company’s financial performance to other companies. The Company's management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures in accordance with GAAP.

Management defines adjusted operating results as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel's reported GAAP earnings to adjusted operating results for the three and nine months ended June 30, 2024 and 2023:
Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands except per share amounts)2024202320242023
Reported GAAP Earnings$(54,158)$92,620 $245,134 $403,189 
Items impacting comparability:
Impairment of exploration and production properties (E&P)200,696 — 200,696 — 
Tax impact of impairment of exploration and production properties(55,686)— (55,686)— 
Unrealized (gain) loss on derivative asset (E&P)1,186 1,430 4,848 3,702 
Tax impact of unrealized (gain) loss on derivative asset(325)(392)(1,330)(1,015)
Unrealized (gain) loss on other investments (Corporate / All Other)15 (355)(1,803)(1,632)
Tax impact of unrealized (gain) loss on other investments(3)74 379 343 
Adjusted Operating Results$91,725 $93,377 $392,238 $404,587 
Reported GAAP Earnings Per Share$(0.59)$1.00 $2.65 $4.37 
Items impacting comparability:
Impairment of exploration and production properties, net of tax (E&P)1.58 — 1.57 — 
Unrealized (gain) loss on derivative asset, net of tax (E&P)0.01 0.01 0.04 0.03 
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other)— — (0.02)(0.01)
Rounding(0.01)— — (0.01)
Adjusted Operating Results Per Share$0.99 $1.01 $4.24 $4.38 

Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel's reported GAAP earnings to adjusted EBITDA for the three and nine months ended June 30, 2024 and 2023:
Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands)2024202320242023
Reported GAAP Earnings$(54,158)$92,620 $245,134 $403,189 
Depreciation, Depletion and Amortization113,454 102,410 348,179 299,973 
Other (Income) Deductions(3,188)(3,551)(12,989)(12,754)
Interest Expense34,217 32,092 104,041 98,984 
Income Taxes(28,311)32,935 70,108 140,425 
Impairment of Exploration and Production Properties200,696 — 200,696 — 
Adjusted EBITDA$262,710 $256,506 $955,169 $929,817 
Adjusted EBITDA by Segment
Pipeline and Storage Adjusted EBITDA$68,221 $57,636 $197,394 $181,090 
Gathering Adjusted EBITDA47,631 46,032 153,795 139,009 
Total Midstream Businesses Adjusted EBITDA115,852 103,668 351,189 320,099 
Exploration and Production Adjusted EBITDA128,535 134,236 460,572 479,140 
Utility Adjusted EBITDA21,047 20,912 152,741 138,310 
Corporate and All Other Adjusted EBITDA(2,724)(2,310)(9,333)(7,732)
Total Adjusted EBITDA$262,710 $256,506 $955,169 $929,817 




Page 25.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA
Three Months Ended Nine Months Ended
June 30,June 30,
(in thousands)2024202320242023
Exploration and Production Segment
Reported GAAP Earnings$(112,028)$43,329 $2,521 $195,503 
Depreciation, Depletion and Amortization68,778 60,584 214,191 174,747 
Other (Income) Deductions388 459 529 56 
Interest Expense14,670 13,628 45,046 39,049 
Income Taxes(43,969)16,236 (2,411)69,785 
Impairment of Exploration and Production Properties200,696 — 200,696 — 
Adjusted EBITDA$128,535 $134,236 $460,572 $479,140 
Pipeline and Storage Segment
Reported GAAP Earnings$30,690 $23,813 $85,482 $77,147 
Depreciation, Depletion and Amortization18,453 17,732 56,157 52,874 
Other (Income) Deductions(3,619)(3,161)(10,112)(8,643)
Interest Expense11,855 10,873 35,698 32,702 
Income Taxes10,842 8,379 30,169 27,010 
Adjusted EBITDA$68,221 $57,636 $197,394 $181,090 
Gathering Segment
Reported GAAP Earnings$24,979 $24,135 $82,510 $73,207 
Depreciation, Depletion and Amortization9,732 8,987 28,800 26,613 
Other (Income) Deductions(122)(100)(285)(570)
Interest Expense3,393 3,613 10,824 11,556 
Income Taxes9,649 9,397 31,946 28,203 
Adjusted EBITDA$47,631 $46,032 $153,795 $139,009 
Utility Segment
Reported GAAP Earnings$2,559 $37 $73,848 $55,574 
Depreciation, Depletion and Amortization16,373 14,997 48,678 45,425 
Other (Income) Deductions(1,947)(1,702)(6,523)(4,898)
Interest Expense8,417 8,441 25,402 26,193 
Income Taxes(4,355)(861)11,336 16,016 
Adjusted EBITDA$21,047 $20,912 $152,741 $138,310 
Corporate and All Other
Reported GAAP Earnings$(358)$1,306 $773 $1,758 
Depreciation, Depletion and Amortization118 110 353 314 
Other (Income) Deductions2,112 953 3,402 1,301 
Interest Expense(4,118)(4,463)(12,929)(10,516)
Income Taxes(478)(216)(932)(589)
Adjusted EBITDA$(2,724)$(2,310)$(9,333)$(7,732)


















Page 26.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
FREE CASH FLOW


Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The following table reconciles National Fuel's free cash flow to Net Cash Provided by Operating Activities on the Consolidated Statement of Cash Flows for the nine months ended June 30, 2024 and 2023:

Nine Months Ended
June 30,
(in thousands)20242023
Net Cash Provided by Operating Activities$868,015 $1,055,112 
Less:
Net Cash Used in Investing Activities685,571 829,099 
182,444 226,013 
Plus:
Acquisitions— 124,758 
Upstream Acquisitions Included in Capital Expenditures(1)
6,178 11,502 
Free Cash Flow$188,622 $362,273 

(1)Amount for the nine months ended June 30, 3024 of $6.2 million relates to the acquisition of assets from UGI. Amount for the nine months ended June 30, 2023 of $11.5 million relates to the acquisition of assets from EXCO. Both of these amounts are included in Capital Expenditures on the Consolidated Statement of Cash Flows for the respective periods.

The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.

v3.24.2.u1
Document and Entity Information
Jul. 31, 2024
Cover [Abstract]  
Entity Registrant Name NATIONAL FUEL GAS COMPANY
Amendment Flag false
Entity Central Index Key 0000070145
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Incorporation, State or Country Code NJ
Entity File Number 1-3880
Entity Tax Identification Number 13-1086010
Entity Address, Address Line One 6363 Main Street
Entity Address, City or Town Williamsville,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 14221
City Area Code 716
Local Phone Number 857-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $1.00 per share
Trading Symbol NFG
Security Exchange Name NYSE
Entity Emerging Growth Company false

National Fuel Gas (NYSE:NFG)
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