株探米国株
日本語 英語
エドガーで原本を確認する
0000070145false00000701452024-02-072024-02-07

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): February 7, 2024

NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 1-3880 13-1086010
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
6363 Main Street
Williamsville, New York 14221
(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 class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share NFG New 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 February 7, 2024, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter ended December 31, 2023. 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: 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; 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; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; 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; 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 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: February 8, 2024


EX-99 2 nfg-12312023xexhibit99x8k.htm EX-99 Document

Exhibit 99

exhibit998kimagea15a.jpg
6363 Main Street/Williamsville, NY 14221
Release Date: Immediate February 7, 2024 Brandon J. Haspett
Investor Relations
716-857-7697		 Timothy J. Silverstein
Treasurer
716-857-6987

NATIONAL FUEL REPORTS FIRST QUARTER EARNINGS

WILLIAMSVILLE, N.Y.: National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the first quarter of its 2024 fiscal year.

FISCAL 2024 FIRST QUARTER SUMMARY
•GAAP net income of $133.0 million, or $1.44 per share, compared to GAAP net income of $169.7 million, or $1.84 per share, in the prior year.
•Adjusted operating results of $135.2 million, or $1.46 per share, compared to $169.5 million, or $1.84 per share, in the prior year (see non-GAAP reconciliation on page 2).
•Exploration & Production segment produced 101 Bcf of natural gas, an increase of 11% from the prior year, and 8% higher than the fiscal 2023 fourth quarter, driven by strong operational execution in its Eastern Development Area.
•Gathering segment earnings increased $4.1 million, or 17%, from the prior year primarily as a result of an increase in throughput from both Seneca Resources and third-party producers.
•Utility segment earnings increased by $2.7 million, or 11%, from the prior year primarily due to an increase in base rates from our 2023 Pennsylvania jurisdiction rate case settlement.
•Seneca Resources achieved a peer-leading “A” grade under Equitable Origin's EO100TM Standard for 100% of Appalachian natural gas production, as part of an annual verification audit.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “National Fuel had a strong start to fiscal 2024, with solid operational execution across our businesses. We continued to see excellent well results in our Eastern Development Area (“EDA”), which led to double-digit increases in Seneca’s production and Gathering segment throughput. As we continue to high-grade our upstream activity and focus our development activities in the EDA where we have more than a decade of high-quality inventory, we expect an ongoing improvement in capital efficiency and free cash flow generation.

“In our regulated businesses, the positive impacts of our recently settled rate case in Pennsylvania drove increased Utility earnings. As we move through the remainder of this year and into 2025, we expect our other ongoing rate proceedings will contribute to a further improvement in earnings. Longer-term, the continued need to invest in modernizing our infrastructure positions us well to deliver additional growth for the foreseeable future.

“Taken together, the long-term outlook for meaningful growth in our regulated businesses, improving capital efficiency and free cash flow generation potential from our non-regulated operations, and the strength of our investment grade balance sheet, position the Company to deliver significant shareholder value well into the future.”



Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS
Three Months Ended
December 31,
(in thousands except per share amounts) 2023 2022
Reported GAAP Earnings $ 133,020  $ 169,689 
Items impacting comparability:
Unrealized (gain) loss on derivative asset (E&P) 4,198  — 
Tax impact of unrealized (gain) loss on derivative asset (1,151) — 
Unrealized (gain) loss on other investments (Corporate / All Other)
 (1,049) (209)
Tax impact of unrealized (gain) loss on other investments
 220  44 
Adjusted Operating Results $ 135,238  $ 169,524 
Reported GAAP Earnings Per Share $ 1.44  $ 1.84 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax (E&P) 0.03  — 
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other)
 (0.01) — 
Adjusted Operating Results Per Share $ 1.46  $ 1.84 

FISCAL 2024 GUIDANCE UPDATE

National Fuel is revising its fiscal 2024 earnings guidance to reflect the results of the first quarter, along with updated forecast assumptions and projections. The Company is now projecting that earnings, excluding items impacting comparability, will be within the range of $4.90 to $5.20 per share, a decrease of $0.60 per share from the midpoint of the Company’s prior guidance range. The decrease from the Company’s prior earnings guidance primarily reflects the impact of lower natural gas price expectations, partially offset by the improved outlook for both production and lease operating and transportation expense (“LOE”) in the Exploration and Production segment.

The Company is now assuming that NYMEX natural gas prices will average $2.40 per MMBtu for the remainder of fiscal 2024, a decrease of $0.85 per MMBtu from the $3.25 per MMBtu assumed in the previous guidance. For guidance purposes, the Company’s updated natural gas price projections approximate the current NYMEX forward curve and consider the impact of local sales point differentials and new physical firm sales, transportation, and financial hedge contracts.

The Exploration and Production segment’s fiscal 2024 net production guidance is now expected to be in the range of 395 to 410 Bcf, an increase of 2.5 Bcf at the midpoint. This guidance range does not incorporate any price-related curtailments over the remainder of the fiscal year. Seneca currently has firm sales contracts in place for approximately 90% of its projected remaining fiscal 2024 production, limiting its exposure to in-basin markets. Approximately 72% of Seneca’s expected remaining production is either matched by a financial hedge, including a combination of swaps and no-cost collars, or was entered into at a fixed price.

The Company’s consolidated capital expenditures are now expected to be in the range of $885 to $1,000 million, a 2% increase from the midpoint of previous guidance. This increase is due to the estimated impact of New York State’s recently enacted Roadway Excavation Quality Assurance Act (“REQAA”), which requires that contractors pay state published prevailing wages to their employees on projects that require a permit to operate in a public right of way. We anticipate these higher costs to be passed on to the Company, which are expected to be recoverable and are being addressed in the Company’s ongoing rate case proceeding in New York.

The Company’s other guidance assumptions remain largely unchanged from the previous guidance. The details are outlined in the table on page 7.

DISCUSSION OF FIRST QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended December 31, 2023 is summarized in a tabular form on pages 8 and 9 of this report. It may be helpful to refer to those tables while reviewing this discussion.
-more-
2

Page 3.


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 Resources Company, LLC (“Seneca”). Seneca explores for, develops and produces primarily natural gas reserves in Pennsylvania.
Three Months Ended
December 31
(in thousands) 2023 2022 Variance
GAAP Earnings $ 52,483  $ 91,192  $ (38,709)
Unrealized (gain) loss on derivative asset, net of tax 3,047  —  3,047 
Adjusted Operating Results $ 55,530  $ 91,192  $ (35,662)
Adjusted EBITDA $ 159,970  $ 190,330  $ (30,360)

Seneca’s first quarter GAAP earnings decreased $38.7 million versus the prior year. Higher natural gas production, lower per unit LOE, and lower other taxes were more than offset by lower realized natural gas prices, and increases in per unit depreciation, depletion and amortization (“DD&A”), general and administrative (“G&A”), other operation and maintenance (“O&M”) and interest expenses. The earnings decrease also includes an unrealized loss of $4.2 million ($3.0 million after-tax) recognized during the current-year first quarter from a reduction in the fair value of the contingent consideration Seneca received in connection with the June 2022 divestiture of its California assets. Excluding this loss, Seneca's earnings decreased $35.7 million,

During this year's first quarter, Seneca produced 100.8 Bcf of natural gas, an increase of 10.2 Bcf, or 11%, from the prior year, 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 $2.51 per Mcf, a decrease of $0.51 per Mcf from the prior year.

On a per unit basis, LOE was $0.67 per Mcf, a decrease of $0.01 per Mcf from the prior year. On an absolute basis, LOE increased $5.5 million due primarily to higher transportation and gathering costs as a result of increased production. LOE includes $56.2 million for gathering and compression services from NFG Midstream to connect Seneca’s production to sales points along interstate pipelines.

G&A expense was $0.18 per Mcf, an increase of less than $0.01 per Mcf from the prior year. On an absolute basis, Seneca’s G&A expense increased $2.2 million primarily due to an increase in personnel costs.

DD&A expense was $0.71 per Mcf, an increase of $0.10 per Mcf from the prior year. Absolute DD&A expense increased $16.4 million due to higher natural gas production and a higher per unit DD&A rate. 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.

Other taxes decreased $3.3 million largely as a result of lower Impact Fees in Pennsylvania due to the decline in NYMEX natural gas prices. Seneca's all other O&M expense increased $3.0 million due primarily to the accrual of estimated plugging and abandonment expenses related to certain California wells that were sold by Seneca in 2004 to an operator that is no longer in business. As a result, the cost of abandoning the wells will likely revert back to Seneca.

Interest expense increased $2.0 million due primarily to higher average interest rates combined with a higher average amount of net borrowings.


-more-
3

Page 4.

Midstream Businesses

Pipeline and Storage Segment

The Pipeline and Storage segment’s operations are carried out by National Fuel Gas Supply Corporation (“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
December 31
(in thousands) 2023 2022 Variance
GAAP Earnings $ 24,055  $ 29,476  $ (5,421)
Adjusted EBITDA $ 59,142  $ 64,528  $ (5,386)

The Pipeline and Storage segment’s first quarter GAAP earnings decreased $5.4 million versus the prior year primarily due to lower operating revenues, higher O&M and DD&A expenses. The decrease in operating revenues of $3.2 million was primarily attributable to contract expirations that occurred near the end of the prior-year first quarter. O&M expense increased $1.9 million primarily due to an increase in personnel costs. The increase in DD&A expense of $0.8 million was attributable to higher average depreciable plant in service compared to the prior year.

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
December 31
(in thousands) 2023 2022 Variance
GAAP Earnings $ 28,825  $ 24,738  $ 4,087 
Adjusted EBITDA $ 53,061  $ 46,715  $ 6,346 

The Gathering segment’s first quarter GAAP earnings increased $4.1 million versus the prior year due primarily to higher operating revenues, partly offset by higher DD&A expense. Operating revenues increased $6.2 million, or 11%, which was the result of a $4.2 million increase in revenue from Seneca and a $2.0 million increase in revenue from non-affiliated parties. DD&A expense increased $0.7 million due primarily to higher average depreciable plant in service compared to the prior year.

Downstream Business

Utility Segment

The Utility segment operations are carried out by National Fuel Gas Distribution Corporation (“Distribution”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.
Three Months Ended
December 31
(in thousands) 2023 2022 Variance
GAAP Earnings $ 26,551  $ 23,817  $ 2,734 
Adjusted EBITDA $ 53,366  $ 51,577  $ 1,789 

The Utility segment’s first quarter GAAP earnings increased $2.7 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 increases in O&M and DD&A expenses.
-more-
4

Page 5.


The $4.7 million increase in customer margin for the quarter was primarily a result of the $23 million annual rate increase in Distribution's Pennsylvania jurisdiction that was approved last year and went into effect in August 2023. 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 in large part to warmer weather as compared to the prior-year first quarter. The impact of temperature fluctuations on usage and margin revenues is largely protected by weather normalization adjustment (“WNA”) mechanisms in both the New York and Pennsylvania jurisdictions. The Company's WNA mechanism in Pennsylvania, which went into effect for the first time in October 2023, is subject to a dead-band threshold whereby margin impacted by weather that is more than 3% warmer or colder than normal is recovered or refunded through the mechanism.

O&M expense increased by $3.4 million, primarily driven by higher personnel costs and an increase in expenses related to the current New York rate case proceeding filed during the quarter. 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 $1.2 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 recently updated IRS guidance.

Corporate and All Other

The Company’s operations that are included in Corporate and All Other generated combined earnings of $1.1 million in the current year first quarter, which was $0.6 million higher than the combined earnings of $0.5 million in the prior-year first quarter. The increase in earnings was primarily driven by a higher amount of unrealized gains on investment securities recognized in the current quarter as compared to the prior-year first quarter.


EARNINGS TELECONFERENCE

The Company will host a conference call on Thursday, February 8, 2024, at 10 a.m. Eastern Time to discuss this announcement. To pre-register for the call (recommended), please visit https://www.netroadshow.com/events/login?show=4b2c797c&confId=59975. After registering, you will receive your access details via email. To join by telephone on the day of the call, dial U.S. toll free 1-833–470–1428 and provide Participant Access Code 059311. The teleconference will also be simultaneously webcast online and can be accessed on the NFG Investor Relations website at investor.nationalfuelgas.com. A telephone replay of the teleconference call will be available through the end of the day on Thursday, February 15, 2024. To access the replay, dial U.S. toll free 1-866-813-9403 and provide Replay Access Code 385109.

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: Brandon J. Haspett 716-857-7697
Media Contact: Karen L. Merkel 716-857-7654
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: 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 Page 6.
-more-
5


targets; governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas; 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; changes in the price of natural gas; impairments under the SEC’s full cost ceiling test for natural gas reserves; 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; 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 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-
6

Page 7.


NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

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

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 nine months ending September 30, 2024, the amounts of these and other potential adjustments are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.
Previous FY 2024 Guidance Updated FY 2024 Guidance
Adjusted Consolidated Earnings per Share, excluding items impacting comparability $5.40 to $5.90 $4.90 to $5.20
Consolidated Effective Tax Rate ~ 25 - 25.5% ~ 25 - 25.5%
Capital Expenditures (Millions)
    Exploration and Production $525 - $575 $525 - $575
    Pipeline and Storage $120 - $140 $120 - $140
    Gathering $90 - $110 $90 - $110
    Utility $130 - $150 $150 - $175
    Consolidated Capital Expenditures $865 - $975 $885 - $1,000
Exploration & Production Segment Guidance*
    Commodity Price Assumptions
    NYMEX natural gas price
$3.25 /MMBtu
$2.40 /MMBtu
    Appalachian basin spot price
$2.40 - $2.45 /MMBtu
$1.70 /MMBtu
    Production (Bcf) 390 to 410 395 to 410
    E&P Operating Costs ($/Mcf)
    LOE $0.69 - $0.71 $0.69 - $0.70
    G&A $0.17 - $0.19 $0.17 - $0.19
    DD&A $0.69 - $0.74 $0.69 - $0.74
Other Business Segment Guidance (Millions)
    Gathering Segment Revenues $240 - $260 $245 - $260
    Pipeline and Storage Segment Revenues $380 - $420 $380 - $420

* Commodity price assumptions are for the remaining 9 months of the fiscal year.











Page 8.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED DECEMBER 31, 2023
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
(Thousands of Dollars) Production Storage Gathering Utility All Other Consolidated*
First quarter 2023 GAAP earnings $ 91,192  $ 29,476  $ 24,738  $ 23,817  $ 466  $ 169,689 
Items impacting comparability:
Unrealized (gain) loss on other investments (209) (209)
Tax impact of unrealized (gain) loss on other investments
 44  44 
First quarter 2023 adjusted operating results 91,192  29,476  24,738  23,817  301  169,524 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production 24,265  24,265 
Higher (lower) realized natural gas prices, after hedging (40,682) (40,682)
Midstream Revenues
Higher (lower) operating revenues (2,561) 4,878  2,317 
Downstream Margins***
Impact of usage and weather (2,759) (2,759)
Impact of new rates in Pennsylvania 6,849  6,849 
System modernization and improvement tracker revenues 918  918 
Operating Expenses
Lower (higher) lease operating and transportation expenses (4,367) (4,367)
Lower (higher) operating expenses (4,121) (1,526) (3,787) (465) (9,899)
Lower (higher) property, franchise and other taxes 2,637  2,637 
Lower (higher) depreciation / depletion (12,962) (631) (592) (919) (15,104)
Other Income (Expense)
Higher (lower) other income 748  (911) (163)
(Higher) lower interest expense (1,607) (611) 1,280  (938)
Income Taxes
Lower (higher) income tax expense / effective tax rate 2,017  128  (483) 1,817  27  3,506 
All other / rounding (842) (220) 284  (133) 45  (866)
First quarter 2024 adjusted operating results 55,530  24,055  28,825  26,551  277  135,238 
Items impacting comparability:
Unrealized gain (loss) on derivative asset (4,198) (4,198)
Tax impact of unrealized gain (loss) on derivative asset 1,151  1,151 
Unrealized gain (loss) on other investments 1,049  1,049 
Tax impact of unrealized gain (loss) on other investments (220) (220)
First quarter 2024 GAAP earnings $ 52,483  $ 24,055  $ 28,825  $ 26,551  $ 1,106  $ 133,020 
* 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 9.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
QUARTER ENDED DECEMBER 31, 2023
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
Production Storage Gathering Utility All Other Consolidated*
First quarter 2023 GAAP earnings per share $ 0.99  $ 0.32  $ 0.27  $ 0.26  $ —  $ 1.84 
Items impacting comparability:
Unrealized (gain) loss on other investments, net of tax —  — 
First quarter 2023 adjusted operating results per share 0.99  0.32  0.27  0.26  —  1.84 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production 0.26  0.26 
Higher (lower) realized natural gas prices, after hedging (0.44) (0.44)
Midstream Revenues
Higher (lower) operating revenues (0.03) 0.05  0.02 
Downstream Margins***
Impact of usage and weather (0.03) (0.03)
Impact of new rates in Pennsylvania 0.07  0.07 
System modernization and improvement tracker revenues 0.01  0.01 
Operating Expenses
Lower (higher) lease operating and transportation expenses (0.05) (0.05)
Lower (higher) operating expenses (0.04) (0.02) (0.04) (0.01) (0.11)
Lower (higher) property, franchise and other taxes 0.03  0.03 
Lower (higher) depreciation / depletion (0.14) (0.01) (0.01) (0.01) (0.17)
Other Income (Expense)
Higher (lower) other income 0.01  (0.01) — 
(Higher) lower interest expense (0.02) (0.01) 0.01  (0.02)
Income Taxes
Lower (higher) income tax expense / effective tax rate 0.02  —  (0.01) 0.02  —  0.03 
All other / rounding (0.01) 0.01  0.01  —  0.01  0.02 
First quarter 2024 adjusted operating results per share 0.60  0.26  0.31  0.29  —  1.46 
Items impacting comparability:
Unrealized gain (loss) on derivative asset, net of tax (0.03) (0.03)
Unrealized gain (loss) on other investments, net of tax 0.01  0.01 
First quarter 2024 GAAP earnings per share $ 0.57  $ 0.26  $ 0.31  $ 0.29  $ 0.01  $ 1.44 
* 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
AND SUBSIDIARIES
(Thousands of Dollars, except per share amounts)
Three Months Ended
December 31,
(Unaudited)
SUMMARY OF OPERATIONS 2023 2022
Operating Revenues:
Utility Revenues $ 201,920  $ 311,619 
Exploration and Production and Other Revenues 254,019  276,973 
Pipeline and Storage and Gathering Revenues 69,422  70,267 
525,361  658,859 
Operating Expenses:
Purchased Gas 56,552  171,197 
Operation and Maintenance:
      Utility 53,705  50,352 
      Exploration and Production and Other 34,826  26,874 
      Pipeline and Storage and Gathering 34,962  33,261 
Property, Franchise and Other Taxes 22,416  26,205 
Depreciation, Depletion and Amortization 115,790  96,600 
318,251  404,489 
Operating Income 207,110  254,370 
Other Income (Expense):
Other Income (Deductions) 3,732  6,318 
Interest Expense on Long-Term Debt (28,462) (29,604)
Other Interest Expense (6,273) (3,843)
Income Before Income Taxes 176,107  227,241 
Income Tax Expense 43,087  57,552 
Net Income Available for Common Stock $ 133,020  $ 169,689 
Earnings Per Common Share
Basic $ 1.45  $ 1.85 
Diluted $ 1.44  $ 1.84 
Weighted Average Common Shares:
Used in Basic Calculation 91,910,244 91,579,814
Used in Diluted Calculation 92,442,145 92,268,210









Page 11.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, September 30,
(Thousands of Dollars) 2023 2023
ASSETS
Property, Plant and Equipment $13,857,060  $13,635,303 
Less - Accumulated Depreciation, Depletion and Amortization 6,435,129  6,335,441 
Net Property, Plant and Equipment
 7,421,931  7,299,862 
Current Assets:
Cash and Temporary Cash Investments 41,685  55,447 
Receivables - Net 189,669  160,601 
Unbilled Revenue 48,265  16,622 
Gas Stored Underground 26,891  32,509 
Materials and Supplies - at average cost 47,692  48,989 
Other Current Assets 99,400  100,260 
Total Current Assets
 453,602  414,428 
Other Assets:
Recoverable Future Taxes 73,283  69,045 
Unamortized Debt Expense 6,829  7,240 
Other Regulatory Assets 72,088  72,138 
Deferred Charges 80,347  82,416 
Other Investments 76,633  73,976 
Goodwill 5,476  5,476 
Prepaid Pension and Post-Retirement Benefit Costs 208,015  200,301 
Fair Value of Derivative Financial Instruments 184,739  50,487 
Other 4,549  4,891 
Total Other Assets
 711,959  565,970 
Total Assets $8,587,492  $8,280,260 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 92,115,581 Shares and 91,819,405 Shares, Respectively
 $92,116  $91,819 
Paid in Capital 1,041,226  1,040,761 
Earnings Reinvested in the Business 1,973,279  1,885,856 
Accumulated Other Comprehensive Income (Loss) 67,381  (55,060)
Total Comprehensive Shareholders' Equity 3,174,002  2,963,376 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,385,523  2,384,485 
Total Capitalization
 5,559,525  5,347,861 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper 300,000  287,500 
Accounts Payable 105,390  152,193 
Amounts Payable to Customers 60,032  59,019 
Dividends Payable 45,597  45,451 
Interest Payable on Long-Term Debt 42,288  20,399 
Customer Advances 23,086  21,003 
Customer Security Deposits 30,843  28,764 
Other Accruals and Current Liabilities 200,009  160,974 
Fair Value of Derivative Financial Instruments —  31,009 
Total Current and Accrued Liabilities
 807,245  806,312 
Other Liabilities:
Deferred Income Taxes 1,164,512  1,124,170 
Taxes Refundable to Customers 317,838  268,562 
Cost of Removal Regulatory Liability 284,687  277,694 
Other Regulatory Liabilities 165,988  165,441 
Other Post-Retirement Liabilities 2,859  2,915 
Asset Retirement Obligations 164,777  165,492 
Other Liabilities 120,061  121,813 
Total Other Liabilities 2,220,722  2,126,087 
Commitments and Contingencies —  — 
Total Capitalization and Liabilities $8,587,492  $8,280,260 



Page 12.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
December 31,
(Thousands of Dollars) 2023 2022
Operating Activities:
Net Income Available for Common Stock $ 133,020  $ 169,689 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
    
Depreciation, Depletion and Amortization 115,790  96,600 
Deferred Income Taxes 38,362  53,457 
Stock-Based Compensation 4,660  5,575 
Other 8,041  4,078 
Change in:    
Receivables and Unbilled Revenue (58,459) (29,522)
Gas Stored Underground and Materials and Supplies 6,915  5,622 
Unrecovered Purchased Gas Costs —  20,603 
Other Current Assets 892  (1,748)
Accounts Payable (3,355) 6,091 
Amounts Payable to Customers 1,013  (265)
Customer Advances 2,083  5,206 
Customer Security Deposits 2,079  4,546 
Other Accruals and Current Liabilities 28,612  4,523 
Other Assets (6,306) (20,238)
Other Liabilities (2,403) 3,122 
Net Cash Provided by Operating Activities $ 270,944  $ 327,339 
Investing Activities:
Capital Expenditures $ (246,938) $ (233,473)
Sale of Fixed Income Mutual Fund Shares in Grantor Trust —  10,000 
Other (920) 14,637 
Net Cash Used in Investing Activities $ (247,858) $ (208,836)
Financing Activities:
Proceeds from Issuance of Short-Term Note Payable to Bank $ —  $ 250,000 
Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper 12,500  (60,000)
Reduction of Long-Term Debt —  (150,000)
Dividends Paid on Common Stock (45,451) (43,452)
Net Repurchases of Common Stock (3,897) (6,694)
Net Cash Used in Financing Activities $ (36,848) $ (10,146)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash (13,762) 108,357 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 55,447  137,718 
Cash, Cash Equivalents, and Restricted Cash at December 31 $ 41,685  $ 246,075 









Page 13.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
UPSTREAM BUSINESS
Three Months Ended
(Thousands of Dollars, except per share amounts) December 31,
EXPLORATION AND PRODUCTION SEGMENT 2023 2022 Variance
Total Operating Revenues $ 254,019  $ 276,973  $ (22,954)
Operating Expenses:
Operation and Maintenance:
General and Administrative Expense 17,793  15,598  2,195 
Lease Operating and Transportation Expense 67,074  61,546  5,528 
All Other Operation and Maintenance Expense 5,544  2,523  3,021 
Property, Franchise and Other Taxes 3,638  6,976  (3,338)
Depreciation, Depletion and Amortization 71,965  55,558  16,407 
166,014  142,201  23,813 
Operating Income 88,005  134,772 (46,767)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 100  347  (247)
Interest and Other Income (Deductions) (1,513) 1,331  (2,844)
Interest Expense (15,268) (13,234) (2,034)
Income Before Income Taxes 71,324  123,216  (51,892)
Income Tax Expense 18,841  32,024  (13,183)
Net Income $ 52,483  $ 91,192  $ (38,709)
Net Income Per Share (Diluted) $ 0.57  $ 0.99  $ (0.42)












Page 14.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
MIDSTREAM BUSINESSES
Three Months Ended
(Thousands of Dollars, except per share amounts) December 31,
PIPELINE AND STORAGE SEGMENT 2023 2022 Variance
Revenues from External Customers $ 64,826  $ 67,621  $ (2,795)
Intersegment Revenues 29,587  30,034  (447)
Total Operating Revenues 94,413  97,655  (3,242)
Operating Expenses:
Purchased Gas 601  425  176 
Operation and Maintenance 25,950  24,018  1,932 
Property, Franchise and Other Taxes 8,720  8,684  36 
Depreciation, Depletion and Amortization 18,213  17,414  799 
53,484  50,541  2,943 
Operating Income 40,929  47,114  (6,185)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 1,257  1,330  (73)
Interest and Other Income 1,931  1,864  67 
Interest Expense (11,725) (10,952) (773)
Income Before Income Taxes 32,392  39,356  (6,964)
Income Tax Expense 8,337  9,880  (1,543)
Net Income $ 24,055  $ 29,476  $ (5,421)
Net Income Per Share (Diluted) $ 0.26  $ 0.32  $ (0.06)
Three Months Ended
December 31,
GATHERING SEGMENT 2023 2022 Variance
Revenues from External Customers $ 4,596  $ 2,646  $ 1,950 
Intersegment Revenues 57,992  53,767  4,225 
Total Operating Revenues 62,588  56,413  6,175 
Operating Expenses:
Operation and Maintenance 9,504  9,687  (183)
Property, Franchise and Other Taxes 23  11  12 
Depreciation, Depletion and Amortization 9,458  8,709  749 
18,985  18,407  578 
Operating Income 43,603  38,006  5,597 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 9  37  (28)
Interest and Other Income 73  170  (97)
Interest Expense (3,729) (4,042) 313 
Income Before Income Taxes 39,956  34,171  5,785 
Income Tax Expense 11,131  9,433  1,698 
Net Income $ 28,825  $ 24,738  $ 4,087 
Net Income Per Share (Diluted) $ 0.31  $ 0.27  $ 0.04 


Page 15.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
DOWNSTREAM BUSINESS
Three Months Ended
(Thousands of Dollars, except per share amounts) December 31,
UTILITY SEGMENT 2023 2022 Variance
Revenues from External Customers $ 201,920  $ 311,619  $ (109,699)
Intersegment Revenues 87  62  25 
Total Operating Revenues 202,007  311,681  (109,674)
Operating Expenses:
Purchased Gas 84,051  198,420  (114,369)
Operation and Maintenance 54,684  51,276  3,408 
Property, Franchise and Other Taxes 9,906  10,408  (502)
Depreciation, Depletion and Amortization 16,037  14,874  1,163 
164,678  274,978  (110,300)
Operating Income 37,329  36,703  626 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit (Costs) Credit 470  (8) 478 
Interest and Other Income 1,911  1,440  471 
Interest Expense (8,457) (8,043) (414)
Income Before Income Taxes 31,253  30,092  1,161 
Income Tax Expense 4,702  6,275  (1,573)
Net Income $ 26,551  $ 23,817  $ 2,734 
Net Income Per Share (Diluted) $ 0.29  $ 0.26  $ 0.03 




























Page 16.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
Three Months Ended
(Thousands of Dollars, except per share amounts) December 31,
ALL OTHER 2023 2022 Variance
Revenues from External Customers $ —  $ —  $ — 
Intersegment Revenues —  —  — 
Total Operating Revenues —  —  — 
Operating Expenses:
Operation and Maintenance —  21  (21)
—  21  (21)
Operating Loss —  (21) 21 
Other Income (Expense):
Interest and Other Income (Deductions) (77) (324) 247 
Interest Expense (81) (21) (60)
Loss before Income Taxes (158) (366) 208 
Income Tax Benefit (37) (86) 49 
Net Loss $ (121) $ (280) $ 159 
Net Loss Per Share (Diluted) $ —  $ (0.01) $ 0.01 
Three Months Ended
December 31,
CORPORATE 2023 2022 Variance
Revenues from External Customers $ —  $ —  $ — 
Intersegment Revenues 1,285  1,152  133 
Total Operating Revenues 1,285  1,152  133 
Operating Expenses:
Operation and Maintenance 3,795  3,185  610 
Property, Franchise and Other Taxes 129  126  3 
Depreciation, Depletion and Amortization 117  45  72 
4,041  3,356  685 
Operating Loss (2,756) (2,204) (552)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs (387) (354) (33)
Interest and Other Income 41,030  37,877  3,153 
Interest Expense on Long-Term Debt (28,462) (29,604) 1,142 
Other Interest Expense (8,085) (4,943) (3,142)
Income before Income Taxes 1,340  772  568 
Income Tax Expense 113  26  87 
Net Income $ 1,227  $ 746  $ 481 
Net Income Per Share (Diluted) $ 0.01  $ 0.01  $ — 
Three Months Ended
December 31,
INTERSEGMENT ELIMINATIONS 2023 2022 Variance
Intersegment Revenues $ (88,951) $ (85,015) $ (3,936)
Operating Expenses:
Purchased Gas (28,100) (27,648) (452)
Operation and Maintenance (60,851) (57,367) (3,484)
(88,951) (85,015) (3,936)
Operating Income —  —  — 
Other Income (Expense):
Interest and Other Deductions (41,072) (37,392) (3,680)
Interest Expense 41,072  37,392  3,680 
Net Income $ —  $ —  $ — 
Net Income Per Share (Diluted) $ —  $ —  $ — 



Page 17.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT INFORMATION (Continued)
(Thousands of Dollars)
Three Months Ended
December 31,
(Unaudited)
Increase
2023 2022 (Decrease)
Capital Expenditures:
Exploration and Production $ 160,957 
(1)(2)
 $ 168,505 
(3)(4)
 $ (7,548)
Pipeline and Storage 24,554 
(1)(2)
 16,427 
(3)(4)
 8,127 
Gathering 19,569 
(1)(2)
 13,293 
(3)(4)
 6,276 
Utility 30,510 
(1)(2)
 25,288 
(3)(4)
 5,222 
Total Reportable Segments 235,590  223,513  12,077 
All Other —  —  — 
Corporate 61  12  49 
Total Capital Expenditures $ 235,651  $ 223,525  $ 12,126 



(1)Capital expenditures for the quarter ended December 31, 2023, include accounts payable and accrued liabilities related to capital expenditures of $74.9 million, $5.5 million, $11.1 million, and $6.4 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 December 31, 2023, since they represent non-cash investing activities at that date.

(2)Capital expenditures for the quarter ended December 31, 2023, 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 quarter ended December 31, 2023. 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 December 31, 2023.
(3)Capital expenditures for the quarter ended December 31, 2022, include accounts payable and accrued liabilities related to capital expenditures of $102.9 million, $2.1 million, $1.1 million, and $4.2 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 December 31, 2022, since they represented non-cash investing activities at that date.

(4)Capital expenditures for the year ended December 31, 2022, 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 quarter ended December 31, 2022. 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 December 31, 2022.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended December 31, Normal 2023 2022
  Normal (1)
Last Year (1)
Buffalo, NY 2,253 1,858 2,048 (17.5) (9.3)
Erie, PA(2)
 1,894 1,664 1,987 (12.1) (16.3)
(1)Percents compare actual 2023 degree days to normal degree days and actual 2023 degree days to actual 2022 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 18.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Three Months Ended
December 31,
Increase
2023 2022 (Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia 100,757  90,574  10,183 
Average Prices (Per Mcf)
Weighted Average $ 2.31  $ 4.77  $ (2.46)
Weighted Average after Hedging 2.51  3.02  (0.51)
Selected Operating Performance Statistics:
General & Administrative Expense per Mcf (1)
 $ 0.18  $ 0.17  $ 0.01 
Lease Operating and Transportation Expense per Mcf (1)(2)
 $ 0.67  $ 0.68  $ (0.01)
Depreciation, Depletion & Amortization per Mcf (1)
 $ 0.71  $ 0.61  $ 0.10 
    

(1)Refer to page 13 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 $0.56 and $0.59 per Mcf for the three months ended December 31, 2023 and December 31, 2022, respectively.






Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Hedging Summary for Remaining Nine Months of Fiscal 2024 Volume Average Hedge Price
Gas Swaps
NYMEX 112,110,000  MMBTU $ 3.37 / MMBTU
No Cost Collars 45,900,000  MMBTU $ 3.29 / MMBTU (Floor) / $4.08 / MMBTU (Ceiling)
Fixed Price Physical Sales 65,537,550  MMBTU $ 2.44 / MMBTU
Total 223,547,550  MMBTU
Hedging Summary for Fiscal 2025 Volume Average Hedge Price
Gas Swaps
NYMEX 94,960,000  MMBTU $ 3.50 / MMBTU
No Cost Collars 43,960,000  MMBTU $ 3.49 / MMBTU (Floor) / $4.65 / MMBTU (Ceiling)
Fixed Price Physical Sales 76,425,978  MMBTU $ 2.47 / MMBTU
Total 215,345,978  MMBTU
Hedging Summary for Fiscal 2026 Volume Average Hedge Price
Gas Swaps
NYMEX 38,020,000  MMBTU $ 3.98 / MMBTU
No Cost Collars 42,720,000  MMBTU $ 3.53 / MMBTU (Floor) / $4.76 / MMBTU (Ceiling)
Fixed Price Physical Sales 69,397,972  MMBTU $ 2.41 / MMBTU
Total 150,137,972  MMBTU
Hedging Summary for Fiscal 2027 Volume Average Hedge Price
Gas Swaps
NYMEX 21,750,000  MMBTU $ 4.16 / MMBTU
No Cost Collars 3,560,000  MMBTU $ 3.53 / MMBTU (Floor) / $4.76 / MMBTU (Ceiling)
Fixed Price Physical Sales 49,183,383  MMBTU $ 2.42 / MMBTU
Total 74,493,383  MMBTU
Hedging Summary for Fiscal 2028 Volume Average Hedge Price
Gas Swaps
NYMEX 1,750,000  MMBTU $ 4.16 / MMBTU
Fixed Price Physical Sales 12,469,845  MMBTU $ 2.49 / MMBTU
Total 14,219,845  MMBTU
Hedging Summary for Fiscal 2029 Volume Average Hedge Price
Fixed Price Physical Sales 788,352  MMBTU $ 2.54 / MMBTU


Page 20.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline & Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended
December 31,
Increase
2023 2022 (Decrease)
Firm Transportation - Affiliated 31,495  38,469  (6,974)
Firm Transportation - Non-Affiliated 168,606  186,154  (17,548)
Interruptible Transportation 118  1,308  (1,190)
200,219  225,931  (25,712)
Gathering Volume - (MMcf)
Three Months Ended
December 31,
Increase
2023 2022 (Decrease)
Gathered Volume 124,261  108,027  16,234 
Utility Throughput - (MMcf)
Three Months Ended
December 31,
Increase
2023 2022 (Decrease)
Retail Sales:
Residential Sales 17,982  20,153  (2,171)
Commercial Sales 2,800  2,994  (194)
Industrial Sales 138  151  (13)
20,920  23,298  (2,378)
Transportation 17,528  18,310  (782)
38,448  41,608  (3,160)























Page 21.

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 months ended December 31, 2023 and 2022:

Three Months Ended
December 31,
(in thousands except per share amounts) 2023 2022
Reported GAAP Earnings $ 133,020  $ 169,689 
Items impacting comparability:
Unrealized (gain) loss on derivative asset (E&P) 4,198  — 
Tax impact of unrealized (gain) loss on derivative asset (1,151) — 
Unrealized (gain) loss on other investments (Corporate / All Other) (1,049) (209)
Tax impact of unrealized (gain) loss on other investments 220  44 
Adjusted Operating Results $ 135,238  $ 169,524 
Reported GAAP Earnings Per Share $ 1.44  $ 1.84 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax (E&P) 0.03  — 
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other) (0.01) — 
Adjusted Operating Results Per Share $ 1.46  $ 1.84 


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 months ended December 31, 2023 and 2022:

Three Months Ended
December 31,
(in thousands) 2023 2022
Reported GAAP Earnings $ 133,020  $ 169,689 
Depreciation, Depletion and Amortization 115,790  96,600 
Other (Income) Deductions (3,732) (6,318)
Interest Expense 34,735  33,447 
Income Taxes 43,087  57,552 
Adjusted EBITDA $ 322,900  $ 350,970 
Adjusted EBITDA by Segment
Pipeline and Storage Adjusted EBITDA $ 59,142  $ 64,528 
Gathering Adjusted EBITDA 53,061  46,715 
Total Midstream Businesses Adjusted EBITDA 112,203  111,243 
Exploration and Production Adjusted EBITDA 159,970  190,330 
Utility Adjusted EBITDA 53,366  51,577 
Corporate and All Other Adjusted EBITDA (2,639) (2,180)
Total Adjusted EBITDA $ 322,900  $ 350,970 




Page 22.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA
Three Months Ended
December 31,
(in thousands) 2023 2022
Exploration and Production Segment
Reported GAAP Earnings $ 52,483  $ 91,192 
Depreciation, Depletion and Amortization 71,965  55,558 
Other (Income) Deductions 1,413  (1,678)
Interest Expense 15,268  13,234 
Income Taxes 18,841  32,024 
Adjusted EBITDA $ 159,970  $ 190,330 
Pipeline and Storage Segment
Reported GAAP Earnings $ 24,055  $ 29,476 
Depreciation, Depletion and Amortization 18,213  17,414 
Other (Income) Deductions (3,188) (3,194)
Interest Expense 11,725  10,952 
Income Taxes 8,337  9,880 
Adjusted EBITDA $ 59,142  $ 64,528 
Gathering Segment
Reported GAAP Earnings $ 28,825  $ 24,738 
Depreciation, Depletion and Amortization 9,458  8,709 
Other (Income) Deductions (82) (207)
Interest Expense 3,729  4,042 
Income Taxes 11,131  9,433 
Adjusted EBITDA $ 53,061  $ 46,715 
Utility Segment
Reported GAAP Earnings $ 26,551  $ 23,817 
Depreciation, Depletion and Amortization 16,037  14,874 
Other (Income) Deductions (2,381) (1,432)
Interest Expense 8,457  8,043 
Income Taxes 4,702  6,275 
Adjusted EBITDA $ 53,366  $ 51,577 
Corporate and All Other
Reported GAAP Earnings $ 1,106  $ 466 
Depreciation, Depletion and Amortization 117  45 
Other (Income) Deductions 506  193 
Interest Expense (4,444) (2,824)
Income Taxes 76  (60)
Adjusted EBITDA $ (2,639) $ (2,180)

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 Company is unable to provide a reconciliation of projected free cash flow as described in this release to its comparable financial measure calculated in accordance with GAAP without unreasonable efforts. This is due to our inability to reliably predict 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.