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0000070145false00000701452025-01-292025-01-29

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): January 29, 2025

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 January 29, 2025, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter ended December 31, 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; 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; 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; 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: January 30, 2025


EX-99 2 nfg-12312024xexhibit99x8k.htm EX-99 Document

Exhibit 99

exhibit998kimagea15.jpg
6363 Main Street/Williamsville, NY 14221
Release Date: Immediate January 29, 2025 Natalie M. Fischer
Investor Relations
716-857-7315		 Timothy J. Silverstein
Chief Financial Officer
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 2025 fiscal year.

FISCAL 2025 FIRST QUARTER SUMMARY
•GAAP net income of $45.0 million (or $0.49 per share), which includes $104.6 million in non-cash, after-tax impairment charges in the Exploration & Production segment, compared to GAAP net income of $133.0 million (or $1.44 per share) in the prior year.
•Adjusted operating results of $151.9 million (or $1.66 per share), an increase of 14%, or $16.7 million ($0.20 per share), compared to the prior year. See non-GAAP reconciliation on page 2.
•Pipeline & Storage segment net income increased $8.4 million, or 35%, compared to the prior year, primarily due to the settlement of the Supply Corporation rate case, which led to increased rates effective February 1, 2024.
•Utility segment net income increased $5.9 million, or 22%, compared to the prior year driven by a three-year settlement of a rate proceeding in the Company’s New York jurisdiction, which led to increased rates starting October 1, 2024.
•E&P segment adjusted operating results increased $2.6 million, or 5%, compared to the prior year, supported by hedging-related gains, which more than offset the $0.08 per MMBtu decrease in the weighted average natural gas price compared to the prior year.
•The Company repurchased $34 million of common stock during the quarter, which brings the total amount repurchased to $99 million, or 1.7 million shares, under the $200 million share buyback program, authorized in March 2024.
•The Company is increasing its guidance for fiscal 2025 adjusted earnings per share to a range of $6.50 to $7.00 as a result of higher forecasted natural gas prices and ongoing improvements in the outlook for each segment.

MANAGEMENT COMMENTS

David P. Bauer, President and CEO of National Fuel Gas Company, stated: “Fiscal 2025 is off to a great start for National Fuel, with each business contributing to our strong consolidated adjusted operating results.

“In our regulated segments, we are delivering on our long-term growth outlook, with adjusted earnings per share in the quarter increasing approximately 30% compared to the prior year. The recent approval of our rate case settlement in our New York utility jurisdiction, which extends through 2027, combined with the ongoing benefits from ratemaking activity in our Pennsylvania utility territory and at Supply Corporation, gives us further confidence in our 7% to 10% earnings growth projections over the next three years. Furthermore, our integrated upstream and gathering operations in the Eastern Development Area (“EDA”) continue to exceed expectations, with the combination of strong operational execution and our highly-prolific assets. This differentiated ability to drive capital efficiency improvements alongside a rising price outlook for natural gas positions these businesses to deliver strong results in the coming years. We expect that these tailwinds will contribute to rising free cash flow across the system and deliver significant value to National Fuel shareholders.”





Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS
Three Months Ended
December 31,
(in thousands except per share amounts) 2024 2023
Reported GAAP Earnings $ 44,986  $ 133,020 
Items impacting comparability:
Impairment of assets (E&P) 141,802  — 
Tax impact of impairment of assets (37,169) — 
Unrealized (gain) loss on derivative asset (E&P) 349  4,198 
Tax impact of unrealized (gain) loss on derivative asset (94) (1,151)
Unrealized (gain) loss on other investments (Corporate / All Other)
 2,617  (1,049)
Tax impact of unrealized (gain) loss on other investments
 (550) 220 
Adjusted Operating Results $ 151,941  $ 135,238 
Reported GAAP Earnings Per Share $ 0.49  $ 1.44 
Items impacting comparability:
Impairment of assets, net of tax (E&P) 1.14  — 
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)
 0.02  (0.01)
Rounding 0.01  — 
Adjusted Operating Results Per Share $ 1.66  $ 1.46 

FISCAL 2025 GUIDANCE UPDATE

National Fuel is increasing its guidance for fiscal 2025 adjusted earnings per share, which are now expected to be within a range of $6.50 to $7.00. This updated range incorporates better than expected results in the first quarter along with the anticipated impact of higher natural gas prices and higher production in the Exploration and Production segment for the remainder of the fiscal year. The Company is now assuming NYMEX natural gas prices will average $3.50 per MMBtu for the remaining nine months of fiscal 2025, an increase of $0.70 from the $2.80 per MMBtu assumed in previous guidance. This updated natural gas price projection approximates the current NYMEX forward curve at this time, however; given the continued volatility in NYMEX natural gas prices, the Company is providing the following sensitivities to its adjusted operating results guidance range:

NYMEX Assumption
Remaining 9 months
($/MMBtu)
 Fiscal 2025
Adjusted Earnings
Per Share Sensitivities
$3.00 $6.15 - $6.65
$3.50 $6.50 - $7.00
$4.00 $6.90 - $7.40

The Company’s production guidance for fiscal 2025 is now expected to be in the range of 410 to 425 Bcfe, an increase of 7.5 Bcfe, or 2%, at the midpoint compared to previous guidance. The revised production guidance is principally a result of ongoing improvements in Seneca’s well results and additional operational efficiencies in the highly prolific EDA. This is also expected to result in increased Gathering segment revenue, relative to the Company’s prior projections, and as a result the Company has increased the midpoint of its guidance range by $5 million. While the Company’s guidance does not incorporate any future price-related curtailments, with 87% of its projected fiscal 2025 production linked to firm sales contracts, Seneca has limited exposure to in-basin markets. Further, 71% of expected production for the balance of the fiscal year is either matched by a financial hedge, including a combination of swaps and no-cost collars, or was entered into at a fixed price, both of which provide price certainty for that production.

Additionally, as a result of operational improvements, the Company is revising Seneca’s capital expenditure guidance range downward to $495 million to $515 million, or $505 million at the midpoint, which is a $5 million decrease from the midpoint of the Company’s previous guidance.

The Company’s other fiscal 2025 guidance assumptions remain largely unchanged and are detailed in the table on page 7.
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Page 3.


DISCUSSION OF FIRST QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended December 31, 2024 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.

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) 2024 2023 Variance
GAAP Earnings $ (46,777) $ 52,483  $ (99,260)
Impairment of assets, net of tax 104,633  —  104,633 
Unrealized (gain) loss on derivative asset, net of tax 255  3,047  (2,792)
Adjusted Operating Results $ 58,111  $ 55,530  $ 2,581 
Adjusted EBITDA $ 156,645  $ 159,970  $ (3,325)

Seneca’s first quarter GAAP earnings decreased $99.3 million versus the prior year. This was driven by non-cash, pre-tax impairment charges of $141.8 million ($104.6 million after-tax), the majority of which is related to a “ceiling test” impairment which required Seneca to write-down the book value of its reserves under the full cost method of accounting. For purposes of the ceiling test, the 12-month average of first day of the month pricing for NYMEX natural gas for the period ended December 31, 2024 was $2.13 per MMBtu.

Excluding impairments, as well as the net impact of unrealized losses related to reductions in the fair value of contingent consideration received in connection with the June 2022 divestiture of Seneca’s California assets (see table above), Seneca's adjusted operating results increased $2.6 million primarily due to higher realized natural gas prices after the impact of hedging and lower per unit operating expenses, partially offset by lower natural gas production.

During the first quarter, Seneca produced 97.7 Bcf of natural gas, a decrease of 3.0 Bcf, or 3%, from the prior year. Compared to the preceding fourth quarter of fiscal 2024, production in the first quarter is higher by 5.8 Bcf, or 6%. Early in the quarter, Seneca curtailed approximately 1 Bcf of production due to low in-basin pricing. Production in the quarter was lower than the prior year largely due to the timing of turn in line dates for new wells between fiscal years.

Seneca’s average realized natural gas price, after the impact of hedging and transportation costs, was $2.53 per Mcf, an increase of $0.02 per Mcf from the prior year. Seneca recorded hedging gains of $29.7 million, or an uplift of $0.30 per Mcf, during the quarter, which more than offset a $0.08 per Mcf decrease in pre-hedge natural gas price realizations versus the prior year.

On a per unit basis, first quarter Lease Operating Expense (“LOE”) was $0.67 per Mcf, consistent with the prior year. LOE included $55.0 million ($0.56 per Mcf) for gathering and compression services from the Company’s Gathering segment to connect Seneca’s production to sales points along interstate pipelines. General and Administrative Expense (“G&A”) was $0.20 per Mcf, an increase of $0.02 per Mcf compared to the prior year driven by the combination of higher personnel costs and modestly lower production. Depreciation, Depletion and Amortization Expense (“DD&A”) was $0.65 per Mcf, a decrease of $0.06 per Mcf from the prior year largely due to ceiling test impairments recorded in the third and fourth quarters of fiscal 2024 that lowered Seneca’s full cost pool depletable base.

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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) 2024 2023 Variance
GAAP Earnings $ 32,454  $ 24,055  $ 8,399 
Adjusted EBITDA $ 70,953  $ 59,142  $ 11,811 

The Pipeline and Storage segment’s first quarter GAAP earnings increased $8.4 million versus the prior year primarily due to higher operating revenues, partly offset by higher operation and maintenance (“O&M”) expense.

The increase in operating revenues of $12.2 million, or 13%, was primarily attributable to an increase in Supply Corporation’s transportation and storage rates effective February 1, 2024, in accordance with its rate settlement, which was approved in fiscal 2024. O&M expense increased $1.1 million primarily due to higher pipeline integrity and labor-related costs.

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) 2024 2023 Variance
GAAP Earnings $ 27,145  $ 28,825  $ (1,680)
Adjusted EBITDA $ 51,936  $ 53,061  $ (1,125)

The Gathering segment’s first quarter GAAP earnings decreased $1.7 million versus the prior year due to lower operating revenues and higher DD&A expense.

Operating revenues decreased $1.5 million, or 2%, primarily due to a decrease in throughput from Seneca. DD&A expense increased $1.1 million primarily due 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 Corporation”), which sells or transports natural gas to customers located in western New York and northwestern Pennsylvania.
Three Months Ended
December 31,
(in thousands) 2024 2023 Variance
GAAP Earnings $ 32,499  $ 26,551  $ 5,948 
Adjusted EBITDA $ 60,665  $ 53,366  $ 7,299 

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Page 5.

The Utility segment’s first quarter GAAP earnings increased $5.9 million, or 22%, primarily as a result of the implementation of the recent rate case order in the Utility’s New York jurisdiction.

For the quarter, customer margin (operating revenues less purchased gas sold) increased $9.1 million, primarily due to the aforementioned rate case in Distribution Corporation’s New York jurisdiction, for which a settlement became effective October 1, 2024. Other income, which was also impacted by the rate settlement, increased $4.0 million. This was in large part due to the recognition of non-service pension and post-retirement benefit income that is offset with a corresponding reduction in new base rates and as a result, has no effect on net income.

O&M expense increased by $1.6 million, primarily driven by higher personnel costs, partially offset by a reduction related to amortizations of certain regulatory assets as a result of the New York rate settlement. DD&A expense increased $0.8 million primarily due to higher average depreciable plant in service compared to the prior year. Interest expense increased $2.3 million primarily due to a higher average amount of net borrowings.

Corporate and All Other

The Company’s operations that are included in Corporate and All Other generated a combined net loss of $0.3 million in the current-year first quarter, which was $1.4 million lower than combined earnings of $1.1 million in the prior-year first quarter. The reduction in earnings during the quarter was primarily driven by unrealized losses recorded on investment securities that fund non-qualified retirement benefit plans.


EARNINGS TELECONFERENCE

A conference call to discuss the results will be held on Thursday, January 30, 2025, at 9 a.m. ET. All participants must pre-register to join this conference using the Participant Registration link. 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, February 6, 2025. To access the replay, dial 1-866-813-9403 and provide Access Code 245940.

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.nationalfuel.com.

Analyst Contact: Natalie M. Fischer 716-857-7315
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: 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; 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 Page 6.
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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; 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; 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.
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Page 7.


NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES

GUIDANCE SUMMARY

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

The revised adjusted earnings per share guidance range excludes certain items that impacted the comparability of adjusted operating results during the three months ended December 31, 2024, including: (1) the after tax impairment of assets, which reduced earnings by $1.14 per share; (2) after-tax unrealized losses on a derivative asset, which reduced earnings by less than $0.01 per share; and (3) after-tax unrealized losses on other investments, which reduced 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 nine months ending September 30, 2025, 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.
Previous FY 2025 Guidance Updated FY 2025 Guidance
Consolidated Adjusted Earnings per Share $5.50 to $6.00 $6.50 to $7.00
Consolidated Effective Tax Rate ~ 24.5 - 25% ~ 25%
Capital Expenditures (Millions)
    Exploration and Production $495 - $525 $495 - $515
    Pipeline and Storage $130 - $150 $130 - $150
    Gathering $95 - $110 $95 - $110
    Utility $165 - $185 $165 - $185
    Consolidated Capital Expenditures $885 - $970 $885 - $960
Exploration and Production Segment Guidance
    Commodity Price Assumptions*
    NYMEX natural gas price
$2.80 /MMBtu
 $3.50 /MMBtu
    Appalachian basin spot price
$2.00 /MMBtu
 $2.90 /MMBtu
    Realized natural gas prices, after hedging ($/Mcf) $2.47 - $2.51 $2.77 - $2.81
    Production (Bcf) 400 to 420 410 to 425
    E&P Operating Costs ($/Mcf)
    LOE $0.68 - $0.70 $0.68 - $0.70
    G&A $0.18 - $0.19 $0.18 - $0.19
    DD&A $0.65 - $0.69 $0.63 - $0.67
Other Business Segment Guidance (Millions)
    Gathering Segment Revenues $245 - $255 $250 - $260
    Pipeline and Storage Segment Revenues $415 - $435 $415 - $435

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











Page 8.


NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED DECEMBER 31, 2024
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
(Thousands of Dollars) Production Storage Gathering Utility All Other Consolidated*
First quarter 2024 GAAP earnings $ 52,483  $ 24,055  $ 28,825  $ 26,551  $ 1,106  $ 133,020 
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 adjusted operating results 55,530  24,055  28,825  26,551  277  135,238 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production (6,016) (6,016)
Higher (lower) realized natural gas prices, after hedging 1,885  1,885 
Midstream Revenues
Higher (lower) operating revenues 9,637  (1,151) 8,486 
Downstream Margins***
Impact of usage and weather (325) (325)
Impact of new rates in New York 7,865  7,865 
Operating Expenses
Lower (higher) lease operating and transportation expenses 1,133  1,133 
Lower (higher) operating expenses (856) (1,244) (2,100)
Lower (higher) depreciation / depletion 6,842  (835) (624) 5,383 
Other Income (Expense)
Higher (lower) other income (1,680) 3,176  1,686  3,182 
(Higher) lower interest expense (1,785) (1,785)
Income Taxes
Lower (higher) income tax expense / effective tax rate (8) (488) 443  (584) 205  (432)
All other / rounding 425  106  (137) (531) (436) (573)
First quarter 2025 adjusted operating results 58,111  32,454  27,145  32,499  1,732  151,941 
Items impacting comparability:
Impairment of assets (141,802) (141,802)
Tax impact of impairment of assets 37,169  37,169 
Unrealized gain (loss) on derivative asset (349) (349)
Tax impact of unrealized gain (loss) on derivative asset 94  94 
Unrealized gain (loss) on other investments (2,617) (2,617)
Tax impact of unrealized gain (loss) on other investments 550  550 
First quarter 2025 GAAP earnings $ (46,777) $ 32,454  $ 27,145  $ 32,499  $ (335) $ 44,986 
* 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, 2024
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
Production Storage Gathering Utility All Other Consolidated*
First quarter 2024 GAAP earnings per share $ 0.57  $ 0.26  $ 0.31  $ 0.29  $ 0.01  $ 1.44 
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 adjusted operating results per share 0.60  0.26  0.31  0.29  —  1.46 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production (0.07) (0.07)
Higher (lower) realized natural gas prices, after hedging 0.02  0.02 
Midstream Revenues
Higher (lower) operating revenues 0.11  (0.01) 0.10 
Downstream Margins***
Impact of usage and weather —  — 
Impact of new rates in New York 0.09  0.09 
Operating Expenses
Lower (higher) lease operating and transportation expenses 0.01  0.01 
Lower (higher) operating expenses (0.01) (0.01) (0.02)
Lower (higher) depreciation / depletion 0.08  (0.01) (0.01) 0.06 
Other Income (Expense)
Higher (lower) other income (0.02) 0.03  0.02  0.03 
(Higher) lower interest expense (0.02) (0.02)
Income Taxes
Lower (higher) income tax expense / effective tax rate —  (0.01) —  (0.01) —  (0.02)
All other / rounding 0.02  —  0.01  —  (0.01) 0.02 
First quarter 2025 adjusted operating results per share 0.64  0.35  0.30  0.36  0.01  1.66 
Items impacting comparability:
Impairment of assets, net of tax (1.14) (1.14)
Unrealized gain (loss) on derivative asset, net of tax —  — 
Unrealized gain (loss) on other investments, net of tax (0.02) (0.02)
Rounding (0.01) (0.01)
First quarter 2025 GAAP earnings per share $ (0.51) $ 0.35  $ 0.30  $ 0.36  $ (0.01) $ 0.49 
* 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 2024 2023
Operating Revenues:
Utility Revenues $ 228,424  $ 201,920 
Exploration and Production and Other Revenues 248,860  254,019 
Pipeline and Storage and Gathering Revenues 72,198  69,422 
549,482  525,361 
Operating Expenses:
Purchased Gas 65,337  56,552 
Operation and Maintenance:
      Utility 55,244  53,705 
      Exploration and Production and Other 33,541  34,826 
      Pipeline and Storage and Gathering 35,941  34,962 
Property, Franchise and Other Taxes 22,056  22,416 
Depreciation, Depletion and Amortization 109,370  115,790 
Impairment of Assets 141,802  — 
463,291  318,251 
Operating Income 86,191  207,110 
Other Income (Expense):
Other Income (Deductions) 7,720  3,732 
Interest Expense on Long-Term Debt (33,362) (28,462)
Other Interest Expense (4,381) (6,273)
Income Before Income Taxes 56,168  176,107 
Income Tax Expense 11,182  43,087 
Net Income Available for Common Stock $ 44,986  $ 133,020 
Earnings Per Common Share
Basic $ 0.50  $ 1.45 
Diluted $ 0.49  $ 1.44 
Weighted Average Common Shares:
Used in Basic Calculation 90,777,446 91,910,244
Used in Diluted Calculation 91,434,741 92,442,145









Page 11.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, September 30,
(Thousands of Dollars) 2024 2024
ASSETS
Property, Plant and Equipment $14,675,281  $14,524,798 
Less - Accumulated Depreciation, Depletion and Amortization 7,393,477  7,185,593 
Net Property, Plant and Equipment
 7,281,804  7,339,205 
Current Assets:
Cash and Temporary Cash Investments 48,694  38,222 
Receivables - Net 202,821  127,222 
Unbilled Revenue 57,117  15,521 
Gas Stored Underground 24,725  35,055 
Materials and Supplies - at average cost 47,820  47,670 
Other Current Assets 83,435  92,229 
Total Current Assets
 464,612  355,919 
Other Assets:
Recoverable Future Taxes 83,740  80,084 
Unamortized Debt Expense 5,206  5,604 
Other Regulatory Assets 106,386  108,022 
Deferred Charges 68,952  69,662 
Other Investments 71,493  81,705 
Goodwill 5,476  5,476 
Prepaid Pension and Post-Retirement Benefit Costs 185,224  180,230 
Fair Value of Derivative Financial Instruments 20,695  87,905 
Other 7,860  5,958 
Total Other Assets
 555,032  624,646 
Total Assets $8,301,448  $8,319,770 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 90,612,955 Shares and 91,005,993 Shares, Respectively
 $90,613  $91,006 
Paid in Capital 1,039,705  1,045,487 
Earnings Reinvested in the Business 1,698,648  1,727,326 
Accumulated Other Comprehensive Loss (76,153) (15,476)
Total Comprehensive Shareholders' Equity 2,752,813  2,848,343 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,189,421  2,188,243 
Total Capitalization
 4,942,234  5,036,586 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper 200,000  90,700 
Current Portion of Long-Term Debt 500,000  500,000 
Accounts Payable 120,991  165,068 
Amounts Payable to Customers 42,587  42,720 
Dividends Payable 46,671  46,872 
Interest Payable on Long-Term Debt 44,376  27,247 
Customer Advances 15,295  19,373 
Customer Security Deposits 36,091  36,265 
Other Accruals and Current Liabilities 172,409  162,903 
Fair Value of Derivative Financial Instruments 20,893  4,744 
Total Current and Accrued Liabilities
 1,199,313  1,095,892 
Other Liabilities:
Deferred Income Taxes 1,089,394  1,111,165 
Taxes Refundable to Customers 303,344  305,645 
Cost of Removal Regulatory Liability 296,660  292,477 
Other Regulatory Liabilities 147,561  151,452 
Other Post-Retirement Liabilities 3,476  3,511 
Asset Retirement Obligations 199,310  203,006 
Other Liabilities 120,156  120,036 
Total Other Liabilities 2,159,901  2,187,292 
Commitments and Contingencies —  — 
Total Capitalization and Liabilities $8,301,448  $8,319,770 



Page 12.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
December 31,
(Thousands of Dollars) 2024 2023
Operating Activities:
Net Income Available for Common Stock $ 44,986  $ 133,020 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
    
Impairment of Assets 141,802  — 
Depreciation, Depletion and Amortization 109,370  115,790 
Deferred Income Taxes (5,385) 38,362 
Stock-Based Compensation 4,705  4,660 
Other 7,146  8,041 
Change in:    
Receivables and Unbilled Revenue (115,165) (58,459)
Gas Stored Underground and Materials and Supplies 10,180  6,915 
Other Current Assets 8,814  892 
Accounts Payable 9,703  (3,355)
Amounts Payable to Customers (133) 1,013 
Customer Advances (4,078) 2,083 
Customer Security Deposits (174) 2,079 
Other Accruals and Current Liabilities 21,266  28,612 
Other Assets (3,892) (6,306)
Other Liabilities (9,057) (2,403)
Net Cash Provided by Operating Activities $ 220,088  $ 270,944 
Investing Activities:
Capital Expenditures $ (240,427) $ (246,938)
Other 5,878  (920)
Net Cash Used in Investing Activities $ (234,549) $ (247,858)
Financing Activities:
Changes in Notes Payable to Banks and Commercial Paper 109,300  12,500 
Shares Repurchased Under Repurchase Plan (33,524) — 
Dividends Paid on Common Stock (46,872) (45,451)
Net Repurchases of Common Stock Under Stock and Benefit Plans (3,971) (3,897)
Net Cash Provided by (Used in) Financing Activities $ 24,933  $ (36,848)
Net Increase (Decrease) in Cash and Cash Equivalents 10,472  (13,762)
Cash and Cash Equivalents at Beginning of Period 38,222  55,447 
Cash and Cash Equivalents at December 31 $ 48,694  $ 41,685 









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 2024 2023 Variance
Total Operating Revenues $ 248,860  $ 254,019  $ (5,159)
Operating Expenses:
Operation and Maintenance:
General and Administrative Expense 19,326  17,793  1,533 
Lease Operating and Transportation Expense 65,640  67,074  (1,434)
All Other Operation and Maintenance Expense 3,867  5,544  (1,677)
Property, Franchise and Other Taxes 3,382  3,638  (256)
Depreciation, Depletion and Amortization 63,304  71,965  (8,661)
Impairment of Assets 141,802  —  141,802 
297,321  166,014  131,307 
Operating Income (Loss) (48,461) 88,005 (136,466)
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 37  100  (63)
Interest and Other Income (Deductions) 272  (1,513) 1,785 
Interest Expense (15,200) (15,268) 68 
Income (Loss) Before Income Taxes (63,352) 71,324  (134,676)
Income Tax Expense (Benefit) (16,575) 18,841  (35,416)
Net Income (Loss) $ (46,777) $ 52,483  $ (99,260)
Net Income (Loss) Per Share (Diluted) $ (0.51) $ 0.57  $ (1.08)












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 2024 2023 Variance
Revenues from External Customers $ 68,750  $ 64,826  $ 3,924 
Intersegment Revenues 37,862  29,587  8,275 
Total Operating Revenues 106,612  94,413  12,199 
Operating Expenses:
Purchased Gas (42) 601  (643)
Operation and Maintenance 27,034  25,950  1,084 
Property, Franchise and Other Taxes 8,667  8,720  (53)
Depreciation, Depletion and Amortization 18,585  18,213  372 
54,244  53,484  760 
Operating Income 52,368  40,929  11,439 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 952  1,257  (305)
Interest and Other Income 2,040  1,931  109 
Interest Expense (11,729) (11,725) (4)
Income Before Income Taxes 43,631  32,392  11,239 
Income Tax Expense 11,177  8,337  2,840 
Net Income $ 32,454  $ 24,055  $ 8,399 
Net Income Per Share (Diluted) $ 0.35  $ 0.26  $ 0.09 
Three Months Ended
December 31,
GATHERING SEGMENT 2024 2023 Variance
Revenues from External Customers $ 3,448  $ 4,596  $ (1,148)
Intersegment Revenues 57,683  57,992  (309)
Total Operating Revenues 61,131  62,588  (1,457)
Operating Expenses:
Operation and Maintenance 9,429  9,504  (75)
Property, Franchise and Other Taxes (234) 23  (257)
Depreciation, Depletion and Amortization 10,515  9,458  1,057 
19,710  18,985  725 
Operating Income 41,421  43,603  (2,182)
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit —  9  (9)
Interest and Other Income 58  73  (15)
Interest Expense (4,210) (3,729) (481)
Income Before Income Taxes 37,269  39,956  (2,687)
Income Tax Expense 10,124  11,131  (1,007)
Net Income $ 27,145  $ 28,825  $ (1,680)
Net Income Per Share (Diluted) $ 0.30  $ 0.31  $ (0.01)


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 2024 2023 Variance
Revenues from External Customers $ 228,424  $ 201,920  $ 26,504 
Intersegment Revenues 85  87  (2)
Total Operating Revenues 228,509  202,007  26,502 
Operating Expenses:
Purchased Gas 101,473  84,051  17,422 
Operation and Maintenance 56,260  54,684  1,576 
Property, Franchise and Other Taxes 10,111  9,906  205 
Depreciation, Depletion and Amortization 16,827  16,037  790 
184,671  164,678  19,993 
Operating Income 43,838  37,329  6,509 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 5,871  470  5,401 
Interest and Other Income 528  1,911  (1,383)
Interest Expense (10,716) (8,457) (2,259)
Income Before Income Taxes 39,521  31,253  8,268 
Income Tax Expense 7,022  4,702  2,320 
Net Income $ 32,499  $ 26,551  $ 5,948 
Net Income Per Share (Diluted) $ 0.36  $ 0.29  $ 0.07 




























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 2024 2023 Variance
Total Operating Revenues $ —  $ —  $ — 
Operating Expenses:
Operation and Maintenance —  —  — 
—  —  — 
Operating Income —  —  — 
Other Income (Expense):
Interest and Other Income (Deductions) (136) (77) (59)
Interest Expense (116) (81) (35)
Loss before Income Taxes (252) (158) (94)
Income Tax Benefit (59) (37) (22)
Net Loss $ (193) $ (121) $ (72)
Net Loss Per Share (Diluted) $ —  $ —  $ — 
Three Months Ended
December 31,
CORPORATE 2024 2023 Variance
Revenues from External Customers $ —  $ —  $ — 
Intersegment Revenues 1,341  1,285  56 
Total Operating Revenues 1,341  1,285  56 
Operating Expenses:
Operation and Maintenance 4,047  3,795  252 
Property, Franchise and Other Taxes 130  129  1 
Depreciation, Depletion and Amortization 139  117  22 
4,316  4,041  275 
Operating Loss (2,975) (2,756) (219)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs (212) (387) 175 
Interest and Other Income 41,061  41,030  31 
Interest Expense on Long-Term Debt (33,362) (28,462) (4,900)
Other Interest Expense (5,161) (8,085) 2,924 
Income (Loss) before Income Taxes (649) 1,340  (1,989)
Income Tax Expense (Benefit) (507) 113  (620)
Net Income (Loss) $ (142) $ 1,227  $ (1,369)
Net Income (Loss) Per Share (Diluted) $ (0.01) $ 0.01  $ (0.02)
Three Months Ended
December 31,
INTERSEGMENT ELIMINATIONS 2024 2023 Variance
Intersegment Revenues $ (96,971) $ (88,951) $ (8,020)
Operating Expenses:
Purchased Gas (36,094) (28,100) (7,994)
Operation and Maintenance (60,877) (60,851) (26)
(96,971) (88,951) (8,020)
Operating Income —  —  — 
Other Income (Expense):
Interest and Other Deductions (42,751) (41,072) (1,679)
Interest Expense 42,751  41,072  1,679 
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
2024 2023 (Decrease)
Capital Expenditures:
Exploration and Production $ 122,602 
(1)(2)
 $ 160,957 
(3)(4)
 $ (38,355)
Pipeline and Storage 19,792 
(1)(2)
 24,554 
(3)(4)
 (4,762)
Gathering 13,027 
(1)(2)
 19,569 
(3)(4)
 (6,542)
Utility 36,430 
(1)(2)
 30,510 
(3)(4)
 5,920 
Total Reportable Segments 191,851  235,590  (43,739)
All Other —  —  — 
Corporate 204  61  143 
Total Capital Expenditures $ 192,055  $ 235,651  $ (43,596)

(1)Capital expenditures for the quarter ended December 31, 2024, include accounts payable and accrued liabilities related to capital expenditures of $56.3 million, $4.4 million, $6.0 million, and $4.9 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, 2024, since they represent non-cash investing activities at that date.
(2)Capital expenditures for the quarter ended December 31, 2024, exclude capital expenditures of $63.3 million, $14.4 million, $21.7 million and $20.6 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, 2024 and paid during the quarter ended December 31, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2024, 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, 2024.
(3)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 were excluded from the Consolidated Statement of Cash Flows at December 31, 2023, since they represented non-cash investing activities at that date.
(4)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.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended December 31, Normal 2024 2023
  Normal (1)
Last Year (1)
Buffalo, NY 2,253 1,884 1,858 (16.4) 1.4 
Erie, PA 1,894 1,697 1,664 (10.4) 2.0 
(1)Percents compare actual 2024 degree days to normal degree days and actual 2024 degree days to actual 2023 degree days.



Page 18.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Three Months Ended
December 31,
Increase
2024 2023 (Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia 97,717  100,757  (3,040)
Average Prices (Per Mcf)
Weighted Average $ 2.23  $ 2.31  $ (0.08)
Weighted Average after Hedging 2.53  2.51  0.02 
Selected Operating Performance Statistics:
General and Administrative Expense per Mcf (1)
 $ 0.20  $ 0.18  $ 0.02 
Lease Operating and Transportation Expense per Mcf (1)(2)
 $ 0.67  $ 0.67  $ — 
Depreciation, Depletion and Amortization per Mcf (1)
 $ 0.65  $ 0.71  $ (0.06)

(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 $0.57 and $0.56 per Mcf for the three months ended December 31, 2024 and December 31, 2023, respectively.






Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline and Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended
December 31,
Increase
2024 2023 (Decrease)
Firm Transportation - Affiliated 31,870  31,495  375 
Firm Transportation - Non-Affiliated 171,012  168,606  2,406 
Interruptible Transportation 62  118  (56)
202,944  200,219  2,725 
Gathering Volume - (MMcf)
Three Months Ended
December 31,
Increase
2024 2023 (Decrease)
Gathered Volume 120,961  124,261  (3,300)
Utility Throughput - (MMcf)
Three Months Ended
December 31,
Increase
2024 2023 (Decrease)
Retail Sales:
Residential Sales 18,476  17,982  494 
Commercial Sales 2,919  2,800  119 
Industrial Sales 199  138  61 
21,594  20,920  674 
Transportation 16,942  17,528  (586)
38,536  38,448  88 























Page 20.

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, 2024 and 2023:
Three Months Ended
December 31,
(in thousands except per share amounts) 2024 2023
Reported GAAP Earnings $ 44,986  $ 133,020 
Items impacting comparability:
Impairment of assets (E&P) 141,802  — 
Tax impact of impairment of assets (37,169) — 
Unrealized (gain) loss on derivative asset (E&P) 349  4,198 
Tax impact of unrealized (gain) loss on derivative asset (94) (1,151)
Unrealized (gain) loss on other investments (Corporate / All Other) 2,617  (1,049)
Tax impact of unrealized (gain) loss on other investments (550) 220 
Adjusted Operating Results $ 151,941  $ 135,238 
Reported GAAP Earnings Per Share $ 0.49  $ 1.44 
Items impacting comparability:
Impairment of assets, net of tax (E&P) 1.14  — 
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) 0.02  (0.01)
Rounding 0.01  — 
Adjusted Operating Results Per Share $ 1.66  $ 1.46 

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, 2024 and 2023:
Three Months Ended
December 31,
(in thousands) 2024 2023
Reported GAAP Earnings $ 44,986  $ 133,020 
Depreciation, Depletion and Amortization 109,370  115,790 
Other (Income) Deductions (7,720) (3,732)
Interest Expense 37,743  34,735 
Income Taxes 11,182  43,087 
Impairment of Assets 141,802  — 
Adjusted EBITDA $ 337,363  $ 322,900 
Adjusted EBITDA by Segment
Pipeline and Storage Adjusted EBITDA $ 70,953  $ 59,142 
Gathering Adjusted EBITDA 51,936  53,061 
Total Midstream Businesses Adjusted EBITDA 122,889  112,203 
Exploration and Production Adjusted EBITDA 156,645  159,970 
Utility Adjusted EBITDA 60,665  53,366 
Corporate and All Other Adjusted EBITDA (2,836) (2,639)
Total Adjusted EBITDA $ 337,363  $ 322,900 


Page 21.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA
Three Months Ended
December 31,
(in thousands) 2024 2023
Exploration and Production Segment
Reported GAAP Earnings $ (46,777) $ 52,483 
Depreciation, Depletion and Amortization 63,304  71,965 
Other (Income) Deductions (309) 1,413 
Interest Expense 15,200  15,268 
Income Taxes (16,575) 18,841 
Impairment of Assets 141,802  — 
Adjusted EBITDA $ 156,645  $ 159,970 
Pipeline and Storage Segment
Reported GAAP Earnings $ 32,454  $ 24,055 
Depreciation, Depletion and Amortization 18,585  18,213 
Other (Income) Deductions (2,992) (3,188)
Interest Expense 11,729  11,725 
Income Taxes 11,177  8,337 
Adjusted EBITDA $ 70,953  $ 59,142 
Gathering Segment
Reported GAAP Earnings $ 27,145  $ 28,825 
Depreciation, Depletion and Amortization 10,515  9,458 
Other (Income) Deductions (58) (82)
Interest Expense 4,210  3,729 
Income Taxes 10,124  11,131 
Adjusted EBITDA $ 51,936  $ 53,061 
Utility Segment
Reported GAAP Earnings $ 32,499  $ 26,551 
Depreciation, Depletion and Amortization 16,827  16,037 
Other (Income) Deductions (6,399) (2,381)
Interest Expense 10,716  8,457 
Income Taxes 7,022  4,702 
Adjusted EBITDA $ 60,665  $ 53,366 
Corporate and All Other
Reported GAAP Earnings $ (335) $ 1,106 
Depreciation, Depletion and Amortization 139  117 
Other (Income) Deductions 2,038  506 
Interest Expense (4,112) (4,444)
Income Taxes (566) 76 
Adjusted EBITDA $ (2,836) $ (2,639)


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 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.