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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): April 30, 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 April 30, 2025, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter and six months ended March 31, 2025. 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; changes in economic conditions, including the imposition of additional tariffs on U.S.



imports and related retaliatory tariffs, 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 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; impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; 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, including the impact of issues that may arise from the use of artificial intelligence technologies; 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/ Lee E. Hartz
Lee E. Hartz
General Counsel and Secretary

Dated: May 1, 2025


EX-99 2 nfg-3312025xexhibit99x8k.htm EX-99 Document

Exhibit 99

exhibit998kimagea15.jpg
6363 Main Street/Williamsville, NY 14221
Release Date: Immediate April 30, 2025 Natalie M. Fischer
Investor Relations
716-857-7315
Timothy J. Silverstein
Chief Financial Officer
716-857-6987

NATIONAL FUEL REPORTS SECOND QUARTER EARNINGS

WILLIAMSVILLE, N.Y.: National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the second quarter of its 2025 fiscal year.

FISCAL 2025 SECOND QUARTER SUMMARY
•GAAP net income of $216 million, or $2.37 per share, an increase of 32% per share compared to the prior year.
•Adjusted operating results of $218 million, or $2.39 per share, an increase of 34% per share compared to the prior year. See non-GAAP reconciliation on page 2.
•Seneca produced a record 105.5 Bcf of natural gas, an increase of 3% from the prior year and 8% sequentially, largely due to strong results from pads recently turned in line in the Eastern Development Area (“EDA”).
•Utility segment net income of $63.5 million, or $0.70 per share, an increase of 44% per share compared to the prior year, primarily as a result of the New York jurisdiction’s 2024 rate settlement, which led to its first base rate increase since 2017.
•Pipeline & Storage segment net income of $31.7 million, or $0.35 per share, an increase of 5% per share compared to the prior year. In addition, Empire Pipeline reached an agreement with its customers to amend its existing rate settlement, which was approved by the FERC on March 17, 2025, with new rates effective November 1, 2025.
•The Company is increasing its guidance for fiscal 2025 adjusted earnings per share to a range of $6.75 to $7.05.

MANAGEMENT COMMENTS

David P. Bauer, President and Chief Executive Officer of National Fuel Gas Company, stated: “During our second quarter, National Fuel built upon its positive momentum which, along with the tailwind of higher natural gas price realizations, drove a 32% increase in earnings per share over the prior year.

“Our integrated Appalachian natural gas development program, focused on the highly prolific EDA, continues to deliver strong operational results and improving capital efficiency. Seneca’s recent well results exhibited the highest productivity we’ve seen to date, giving us further confidence in our deep, high-quality well inventory, and allowing us to increase our production guidance for fiscal 2025. On the regulated side of the business, we saw significant earnings growth during the quarter, driven by the ongoing impact of positive rate case outcomes that balance the continued investment in modernizing our infrastructure with the goal of maintaining affordable rates for our customers.

“National Fuel’s integrated natural gas business, track record of strong operational execution, and consistent approach to managing risk, collectively position us well to navigate an uncertain global economic backdrop. As such, we remain confident in our ability to provide strong returns, achieve our long-term growth targets, and continue to deliver shareholder value.”






Page 2.

RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS
Three Months Ended March 31,
(Thousands) (Per Share)
2025 2024 2025 2024
Reported GAAP Earnings $ 216,358  $ 166,272  $ 2.37  $ 1.80 
Items impacting comparability:
Premiums paid on early redemption of debt (E&P / Midstream) 2,385  —  0.03  — 
Tax impact of premiums paid on early redemption of debt (642) —  (0.01) — 
Unrealized (gain) loss on derivative asset (E&P) 335  (536) 0.00  0.00 
Tax impact of unrealized (gain) loss on derivative asset (90) 147  0.00  0.00 
Unrealized (gain) loss on other investments (Corporate / All Other)
(17) (769) 0.00  (0.01)
Tax impact of unrealized (gain) loss on other investments
162  0.00  0.00 
Adjusted Operating Results $ 218,333  $ 165,276  $ 2.39  $ 1.79 

FISCAL 2025 GUIDANCE UPDATE

National Fuel is increasing its guidance for fiscal 2025 adjusted earnings per share, which is now expected to be within a range of $6.75 to $7.05, an increase of $0.15 at the midpoint of the Company’s prior guidance range. This updated range incorporates our second quarter results as well as higher expected production and lower unit costs in the Exploration and Production segment for the remainder of the fiscal year.

The Company is assuming NYMEX natural gas prices will average $3.50 per MMBtu for the remaining six months of fiscal 2025 (no change from previous guidance), which approximates the current NYMEX forward curve at this time. 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 6 months
($/MMBtu)
Fiscal 2025
Adjusted Earnings
Per Share Sensitivities
$3.00 $6.50 - $6.80
$3.50 $6.75 - $7.05
$4.00 $7.05 - $7.35

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

FINANCING ACTIVITIES UPDATE

In February 2025, the Company issued $1 billion of new five- and ten-year notes (split in two equal tranches) to refinance the early redemption of $950 million of notes that were scheduled to mature in July 2025 and January 2026. In addition, the Company placed $50 million (plus interest) in trust for the benefit of holders of long-term debt issued under the Company’s 1974 Indenture and scheduled to mature in June 2025. Placing these funds in trust discharged the 1974 Indenture, relieving the Company from its obligations to comply with the indenture’s covenants. In connection with these transactions, the Company recognized an after-tax loss of $1.7 million, which is presented as an item impacting comparability for the quarter.

DISCUSSION OF SECOND QUARTER RESULTS BY SEGMENT

The following earnings discussion of each operating segment for the quarter ended March 31, 2025 is summarized in a tabular form on pages 8 and 9 of this report (earnings drivers for the six months ended March 31, 2025 are summarized on pages 10 and 11). 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.
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Page 3.


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
March 31,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 97,828  $ 62,065  $ 35,763 
Premiums paid on early redemption of debt, net of tax 1,045  —  1,045 
Unrealized (gain) loss on derivative asset (2022 CA asset sale), net of tax 245  (389) 634 
Adjusted Operating Results $ 99,118  $ 61,676  $ 37,442 
Adjusted EBITDA $ 214,350  $ 172,068  $ 42,282 

Seneca’s second quarter GAAP earnings increased $35.8 million versus the prior year. GAAP earnings included a $1.0 million after-tax loss recognized during the quarter on the early redemption of long-term debt for Seneca’s share of premiums paid by the Company associated with its long-term debt redemptions.

Excluding items impacting comparability, Seneca’s adjusted operating results in the second quarter increased $37.4 million primarily due to higher realized natural gas prices and natural gas production, as well as lower per unit operating expenses.

During the second quarter, Seneca produced 105.5 Bcf of natural gas, an increase of 2.6 Bcf, or 3%, from the prior year, and 7.8 Bcf, or 8%, higher compared to the fiscal 2025 first quarter. Two highly prolific pads turned in line this year in the EDA (Tioga Utica) were the main drivers behind these increases in production.

Seneca’s weighted average realized natural gas price, after the impact of hedging and transportation costs, was $2.94 per Mcf, an increase of $0.38 per Mcf from the prior year. This increase was primarily due to higher NYMEX prices and higher spot prices at local sales points in Pennsylvania.
Three Months Ended
March 31,
(Cost per Mcf) 2025 2024 Variance
Lease Operating and Transportation Expense (“LOE”)
$ 0.67  $ 0.68  $ (0.01)
General and Administrative Expense (“G&A”)
$ 0.18  $ 0.17  $ 0.01 
Taxes and Other $ 0.07  $ 0.06  $ 0.01 
Total Cash Operating Costs $ 0.92  $ 0.91  $ 0.01 
Depreciation, Depletion and Amortization Expense (“DD&A”)
$ 0.61  $ 0.71  $ (0.10)
Total Operating Costs $ 1.53  $ 1.62  $ (0.09)

On a per unit basis, the second quarter total cash operating costs were up slightly compared to the prior year as other taxes increased as a result of a higher Impact Fee in Pennsylvania due to the increase in NYMEX natural gas prices. LOE included $59 million ($0.56 per Mcf), or 84% of total LOE, for gathering and compression service fees paid to the Company’s Gathering segment to connect Seneca’s production to sales points along interstate pipelines. DD&A for the quarter was $0.61 per Mcf, a decrease of $0.10 per Mcf from the prior year, largely due to ceiling test impairments recorded in prior quarters 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
March 31,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 31,707  $ 30,737  $ 970 
Adjusted EBITDA $ 70,169  $ 70,033  $ 136 

The Pipeline and Storage segment’s second quarter GAAP earnings increased $1.0 million versus the prior year primarily due to higher operating revenues. The increase in operating revenues of $1.6 million, or 1%, 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.

Empire Rate Case Update

On March 17, 2025, FERC approved an amendment to Empire’s 2019 rate case settlement, which provides for modest unit rate reductions for Empire’s transportation services. Based on current contracts, this settlement amendment is estimated to decrease Empire’s revenues on a yearly basis by approximately $0.5 million with new rates effective November 1, 2025. Under the amendment, Empire may not file a new rate case before April 30, 2027, and is required to file a rate case by May 31, 2031.

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
March 31,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 26,342  $ 28,706  $ (2,364)
Premiums paid on early redemption of debt, net of tax 698  —  698 
Adjusted Operating Results $ 27,040  $ 28,706  $ (1,666)
Adjusted EBITDA $ 52,748  $ 53,103  $ (355)

The Gathering segment’s second quarter GAAP earnings decreased $2.4 million versus the prior year as higher operating revenues were more than offset by higher O&M and DD&A expense. GAAP earnings also included a $0.7 million after-tax loss recognized during the quarter on the early redemption of long-term debt for Gathering’s share of premiums paid by the Company associated with its long-term debt redemptions.

Operating revenues increased $1.0 million, or 2%, primarily due to an increase in throughput from Seneca’s new wells in Tioga County. While O&M expense increased $1.5 million, the per unit rate of $0.09 per Mcf remained unchanged. DD&A expense increased $1.2 million primarily due to higher average depreciable plant in service compared to the prior year.


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Page 5.

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
March 31,
(in thousands) 2025 2024 Variance
GAAP Earnings $ 63,544  $ 44,739  $ 18,805 
Adjusted EBITDA $ 95,270  $ 78,326  $ 16,944 

The Utility segment’s second quarter GAAP earnings increased $18.8 million, or 42%, primarily as a result of the implementation of the recently approved rate case settlement in the Utility’s New York jurisdiction, which became effective October 1, 2024.

For the quarter, customer margin (operating revenues less purchased gas sold) increased $22.2 million, primarily due to the New York rate case settlement. Other income increased $10.8 million, largely due to the New York rate settlement, which required the recognition of non-service pension and post-retirement benefit income and a corresponding reduction in new base rates, resulting in no effect on net income.

O&M expense increased by $4.2 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. Further, interest expense increased $2.4 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 $3.1 million in the current year second quarter, compared to combined earnings of less than $0.1 million in the prior year. The reduction in earnings during the second quarter was primarily driven by higher interest expense due to a higher average amount of net borrowings. A decrease in investment income on marketable securities and corporate-owned life insurance policies also contributed to the earnings reduction.


EARNINGS TELECONFERENCE

A conference call to discuss the results will be held on Thursday, May 1, 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, May 8, 2025. To access the replay, dial 1-866-813-9403 and provide Access Code 458634.

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.

Investor 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 Page 6.
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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; changes in economic conditions, including the imposition of additional tariffs on U.S. imports and related retaliatory tariffs, 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 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; impairments under the SEC’s full cost ceiling test for natural gas reserves; changes in the price of natural gas; 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, including the impact of issues that may arise from the use of artificial intelligence technologies; 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 six months ended March 31, 2025, including: (1) the after tax impairment of assets, which reduced earnings by $1.14 per share; (2) after-tax premiums paid on early redemptions of debt, which reduced earnings by $0.02 per share; (3) after-tax unrealized losses on a derivative asset, which reduced earnings by $0.01 per share; and (4) 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 remaining six months ending September 30, 2025, 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 2025 Guidance Updated FY 2025 Guidance
Consolidated Adjusted Earnings per Share $6.50 to $7.00 $6.75 to $7.05
Consolidated Effective Tax Rate ~ 25% ~ 25%
Capital Expenditures (Millions)
    Exploration and Production $495 - $515 $495 - $515
    Pipeline and Storage $130 - $150 $130 - $150
    Gathering $95 - $110 $95 - $110
    Utility $165 - $185 $165 - $185
    Consolidated Capital Expenditures $885 - $960 $885 - $960
Exploration and Production Segment Guidance
    Commodity Price Assumptions (remaining six months)
    NYMEX natural gas price $3.50 /MMBtu $3.50 /MMBtu
    Appalachian basin spot price $2.90 /MMBtu $2.60 /MMBtu
    Realized natural gas prices, after hedging ($/Mcf) $2.77 - $2.81 $2.72 - $2.76
    Production (Bcf) 410 to 425 415 to 425
    E&P Operating Costs ($/Mcf)
    LOE $0.68 - $0.70 $0.68 - $0.69
    G&A $0.18 - $0.19 $0.18 - $0.19
    DD&A $0.63 - $0.67 $0.63 - $0.65
Other Business Segment Guidance (Millions)
    Gathering Segment Revenues $250 - $260 $250 - $260
    Pipeline and Storage Segment Revenues $415 - $435 $415 - $435
Utility Segment Guidance (Millions)
    Customer Margin* $445 - $465 $445 - $465
    O&M Expense $240 - $250 $240 - $245
    Non-Service Pension & OPEB Income $23 - $27 $23 - $27

* Customer Margin is defined as Operating Revenues less Purchased Gas Expense.








Page 8.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
QUARTER ENDED MARCH 31, 2025
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
(Thousands of Dollars) Production Storage Gathering Utility All Other Consolidated*
Second quarter 2024 GAAP earnings $ 62,065  $ 30,737  $ 28,706  $ 44,739  $ 25  $ 166,272 
Items impacting comparability:
Unrealized (gain) loss on derivative asset (536) (536)
Tax impact of unrealized (gain) loss on derivative asset 147  147 
Unrealized (gain) loss on other investments (769) (769)
Tax impact of unrealized (gain) loss on other investments
162  162 
Second quarter 2024 adjusted operating results 61,676  30,737  28,706  44,739  (582) 165,276 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production 5,322  5,322 
Higher (lower) realized natural gas prices, after hedging 31,956  31,956 
Midstream Revenues
Higher (lower) operating revenues 1,227  819  2,046 
Downstream Margins***
Impact of usage and weather 3,011  3,011 
Impact of new rates in New York 14,577  14,577 
Higher (lower) other operating revenues (924) (924)
Operating Expenses
Lower (higher) lease operating and transportation expenses (1,196) (1,196)
Lower (higher) operating expenses (1,855) (1,248) (1,168) (3,330) (7,601)
Lower (higher) property, franchise and other taxes (948) (948)
Lower (higher) depreciation / depletion 6,973  745  (966) (685) 6,067 
Other Income (Expense)
Higher (lower) other income 8,545  612  9,157 
(Higher) lower interest expense 331  (891) (1,895) (2,902) (5,357)
Income Taxes
Lower (higher) income tax expense / effective tax rate (2,331) 241  463  (545) (159) (2,331)
All other / rounding (479) (326) 77  51  (45) (722)
Second quarter 2025 adjusted operating results 99,118  31,707  27,040  63,544  (3,076) 218,333 
Items impacting comparability:
Premiums paid on early redemption of debt (1,430) (955) (2,385)
Tax impact of premiums paid on early redemption of debt 385  257  642 
Unrealized gain (loss) on derivative asset (335) (335)
Tax impact of unrealized gain (loss) on derivative asset 90  90 
Unrealized gain (loss) on other investments 17  17 
Tax impact of unrealized gain (loss) on other investments (4) (4)
Second quarter 2025 GAAP earnings $ 97,828  $ 31,707  $ 26,342  $ 63,544  $ (3,063) $ 216,358 
* 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 MARCH 31, 2025
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
Production Storage Gathering Utility All Other Consolidated*
Second quarter 2024 GAAP earnings per share $ 0.67  $ 0.33  $ 0.31  $ 0.48  $ 0.01  $ 1.80 
Items impacting comparability:
Unrealized (gain) loss on derivative asset, net of tax —  — 
Unrealized (gain) loss on other investments, net of tax (0.01) (0.01)
Second quarter 2024 adjusted operating results per share 0.67  0.33  0.31  0.48  —  1.79 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production 0.06  0.06 
Higher (lower) realized natural gas prices, after hedging 0.35  0.35 
Midstream Revenues
Higher (lower) operating revenues 0.01  0.01  0.02 
Downstream Margins***
Impact of usage and weather 0.03  0.03 
Impact of new rates in New York 0.16  0.16 
Higher (lower) other operating revenues (0.01) (0.01)
Operating Expenses
Lower (higher) lease operating and transportation expenses (0.01) (0.01)
Lower (higher) operating expenses (0.02) (0.01) (0.01) (0.04) (0.08)
Lower (higher) property, franchise and other taxes (0.01) (0.01)
Lower (higher) depreciation / depletion 0.09  0.01  (0.01) (0.01) 0.08 
Other Income (Expense)
Higher (lower) other income 0.09  0.01  0.10 
(Higher) lower interest expense —  (0.01) (0.02) (0.03) (0.06)
Income Taxes
Lower (higher) income tax expense / effective tax rate (0.03) —  0.01  (0.01) —  (0.03)
All other / rounding (0.02) 0.01  —  0.03  (0.02) — 
Second quarter 2025 adjusted operating results per share 1.08  0.35  0.30  0.70  (0.04) 2.39 
Items impacting comparability:
Premiums paid on early redemption of debt, net of tax (0.01) (0.01) (0.02)
Unrealized gain (loss) on derivative asset, net of tax —  — 
Unrealized gain (loss) on other investments, net of tax —  — 
Second quarter 2025 GAAP earnings per share $ 1.07  $ 0.35  $ 0.29  $ 0.70  $ (0.04) $ 2.37 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.














Page 10.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS
SIX MONTHS ENDED MARCH 31, 2025
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
(Thousands of Dollars) Production Storage Gathering Utility All Other Consolidated*
Six months ended March 31, 2024 GAAP earnings $ 114,548  $ 54,792  $ 57,531  $ 71,289  $ 1,132  $ 299,292 
Items impacting comparability:
Unrealized (gain) loss on derivative asset 3,662  3,662 
Tax impact of unrealized (gain) loss on derivative asset (1,004) (1,004)
Unrealized (gain) loss on other investments (1,818) (1,818)
Tax impact of unrealized (gain) loss on other investments
382  382 
Six months ended March 31, 2024 adjusted operating results 117,206  54,792  57,531  71,289  (304) 300,514 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production (817) (817)
Higher (lower) realized natural gas prices, after hedging 33,964  33,964 
Midstream Revenues
Higher (lower) operating revenues 10,865  (332) 10,533 
Downstream Margins***
Impact of usage and weather
2,685  2,685 
Impact of new rates in New York 22,442  22,442 
Higher (lower) other operating revenues (1,364) (1,364)
Operating Expenses
Lower (higher) operating expenses (1,742) (2,105) (1,108) (4,575) (9,530)
Lower (higher) property, franchise and other taxes (746) (746)
Lower (higher) depreciation / depletion 13,816  452  (1,802) (1,309) 11,157 
Other Income (Expense)
Higher (lower) other income (1,888) (603) 11,720  2,300  11,529 
(Higher) lower interest expense 328  (1,271) (3,679) (3,165) (7,787)
Income Taxes
Lower (higher) income tax expense / effective tax rate
(2,338) (246) 905  (1,128) 43  (2,764)
All other / rounding (226) 679  262  (38) (219) 458 
Six months ended March 31, 2025 adjusted operating results 157,229  64,162  54,185  96,043  (1,345) 370,274 
Items impacting comparability:
Impairment of assets (141,802) (141,802)
Tax impact of impairment of assets 37,169  37,169 
Premiums paid on early redemption of debt (1,430) (955) (2,385)
Tax impact of premiums paid on early redemption of debt 385  257  642 
Unrealized gain (loss) on derivative asset (684) (684)
Tax impact of unrealized gain (loss) on derivative asset 184  184 
Unrealized gain (loss) on other investments
(2,600) (2,600)
Tax impact of unrealized gain (loss) on other investments
546  546 
Six months ended March 31, 2025 GAAP earnings $ 51,051  $ 64,162  $ 53,487  $ 96,043  $ (3,399) $ 261,344 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.




Page 11.

NATIONAL FUEL GAS COMPANY
RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE
SIX MONTHS ENDED MARCH 31, 2025
(Unaudited)
Upstream Midstream Downstream
Exploration & Pipeline & Corporate /
Production Storage Gathering Utility All Other Consolidated*
Six months ended March 31, 2024 GAAP earnings per share $ 1.24  $ 0.59  $ 0.62  $ 0.77  $ 0.02  $ 3.24 
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 (0.02) (0.02)
Six months ended March 31, 2024 adjusted operating results per share 1.27  0.59  0.62  0.77  —  3.25 
Drivers of adjusted operating results**
Upstream Revenues
Higher (lower) natural gas production (0.01) (0.01)
Higher (lower) realized natural gas prices, after hedging
0.37  0.37 
Midstream Revenues
Higher (lower) operating revenues 0.12  —  0.12 
Downstream Margins***
Impact of usage and weather
0.03  0.03 
Impact of new rates in New York 0.25  0.25 
Higher (lower) other operating revenues (0.01) (0.01)
Operating Expenses
Lower (higher) operating expenses (0.02) (0.02) (0.01) (0.05) (0.10)
Lower (higher) property, franchise and other taxes (0.01) (0.01)
Lower (higher) depreciation / depletion 0.15  —  (0.02) (0.01) 0.12 
Other Income (Expense)
Higher (lower) other income (0.02) (0.01) 0.13  0.03  0.13 
(Higher) lower interest expense —  (0.01) (0.04) (0.03) (0.08)
Income Taxes
Lower (higher) income tax expense / effective tax rate
(0.03) —  0.01  (0.01) —  (0.03)
All other / rounding 0.02  0.02  0.01  (0.01) (0.01) 0.03 
Six months ended March 31, 2025 adjusted operating results per share 1.72  0.70  0.60  1.05  (0.01) 4.06 
Items impacting comparability:
Impairment of assets, net of tax (1.14) (1.14)
Premiums paid on early redemption of debt, net of tax (0.01) (0.01) (0.02)
Unrealized gain (loss) on derivative asset, net of tax (0.01) (0.01)
Unrealized gain (loss) on other investments, net of tax
(0.02) (0.02)
Rounding (0.01) (0.01)
Six months ended March 31, 2025 GAAP earnings per share $ 0.56  $ 0.70  $ 0.59  $ 1.05  $ (0.04) $ 2.86 
* Amounts do not reflect intercompany eliminations.
** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate.
*** Downstream margin defined as operating revenues less purchased gas expense.



Page 12.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
(Thousands of Dollars, except per share amounts)
Three Months Ended Six Months Ended
March 31, March 31,
(Unaudited) (Unaudited)
SUMMARY OF OPERATIONS 2025 2024 2025 2024
Operating Revenues:
Utility Revenues $ 343,574  $ 290,198  $ 571,998  $ 492,119 
Exploration and Production and Other Revenues 311,958  264,614  560,818  518,633 
Pipeline and Storage and Gathering Revenues 74,418  75,127  146,616  144,549 
729,950  629,939  1,279,432  1,155,301 
Operating Expenses:
Purchased Gas 135,338  105,940  200,675  162,491 
Operation and Maintenance:
      Utility 63,447  59,288  118,691  112,993 
      Exploration and Production and Other 35,059  32,794  68,600  67,620 
      Pipeline and Storage and Gathering 42,363  39,340  78,304  74,303 
Property, Franchise and Other Taxes 25,214  23,019  47,270  45,434 
Depreciation, Depletion and Amortization 111,277  118,935  220,647  234,725 
Impairment of Assets —  —  141,802  — 
412,698  379,316  875,989  697,566 
Operating Income 317,252  250,623  403,443  457,735 
Other Income (Expense):
Other Income (Deductions) 15,232  6,070  22,952  9,801 
Interest Expense on Long-Term Debt (39,662) (28,453) (73,024) (56,915)
Other Interest Expense (5,095) (6,636) (9,476) (12,910)
Income Before Income Taxes 287,727  221,604  343,895  397,711 
Income Tax Expense 71,369  55,332  82,551  98,419 
Net Income Available for Common Stock $ 216,358  $ 166,272  $ 261,344  $ 299,292 
Earnings Per Common Share
Basic $ 2.39  $ 1.81  $ 2.88  $ 3.25 
Diluted $ 2.37  $ 1.80  $ 2.86  $ 3.24 
Weighted Average Common Shares:
Used in Basic Calculation 90,500,162 92,114,415 90,640,333 92,011,772
Used in Diluted Calculation 91,176,327 92,512,447 91,312,334 92,478,604










Page 13.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, September 30,
(Thousands of Dollars) 2025 2024
ASSETS
Property, Plant and Equipment $14,834,817  $14,524,798 
Less - Accumulated Depreciation, Depletion and Amortization 7,487,618  7,185,593 
Net Property, Plant and Equipment
7,347,199  7,339,205 
Current Assets:
Cash and Temporary Cash Investments 39,954  38,222 
Cash Held in Trust for Bondholders 51,352  — 
Receivables - Net 291,132  127,222 
Unbilled Revenue 49,077  15,521 
Gas Stored Underground 6,413  35,055 
Materials and Supplies - at average cost 48,451  47,670 
Unrecovered Purchased Gas Costs 3,562  — 
Other Current Assets 78,532  92,229 
Total Current Assets
568,473  355,919 
Other Assets:
Recoverable Future Taxes 88,623  80,084 
Unamortized Debt Expense 7,166  5,604 
Other Regulatory Assets 118,800  108,022 
Deferred Charges 69,572  69,662 
Other Investments 71,958  81,705 
Goodwill 5,476  5,476 
Prepaid Pension and Post-Retirement Benefit Costs 194,325  180,230 
Fair Value of Derivative Financial Instruments 45  87,905 
Other 8,326  5,958 
Total Other Assets
564,291  624,646 
Total Assets $8,479,963  $8,319,770 
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders' Equity
Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and
Outstanding - 90,397,698 Shares and 91,005,993 Shares, Respectively
$90,398  $91,006 
Paid in Capital 1,042,822  1,045,487 
Earnings Reinvested in the Business 1,855,366  1,727,326 
Accumulated Other Comprehensive Loss (222,975) (15,476)
Total Comprehensive Shareholders' Equity 2,765,611  2,848,343 
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,381,126  2,188,243 
Total Capitalization
5,146,737  5,036,586 
Current and Accrued Liabilities:
Notes Payable to Banks and Commercial Paper 208,400  90,700 
Current Portion of Long-Term Debt 350,000  500,000 
Accounts Payable 127,611  165,068 
Amounts Payable to Customers 34,393  42,720 
Dividends Payable 46,555  46,872 
Interest Payable on Long-Term Debt 19,454  27,247 
Customer Advances —  19,373 
Customer Security Deposits 30,358  36,265 
Other Accruals and Current Liabilities 184,925  162,903 
Fair Value of Derivative Financial Instruments 201,464  4,744 
Total Current and Accrued Liabilities
1,203,160  1,095,892 
Other Liabilities:
Deferred Income Taxes 1,072,436  1,111,165 
Taxes Refundable to Customers 302,293  305,645 
Cost of Removal Regulatory Liability 300,256  292,477 
Other Regulatory Liabilities 140,828  151,452 
Other Post-Retirement Liabilities 3,404  3,511 
Asset Retirement Obligations 193,802  203,006 
Other Liabilities 117,047  120,036 
Total Other Liabilities 2,130,066  2,187,292 
Commitments and Contingencies —  — 
Total Capitalization and Liabilities $8,479,963  $8,319,770 




Page 14.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
March 31,
(Thousands of Dollars) 2025 2024
Operating Activities:
Net Income Available for Common Stock $ 261,344  $ 299,292 
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
   
Impairment of Assets 141,802  — 
Depreciation, Depletion and Amortization 220,647  234,725 
Deferred Income Taxes 25,787  65,187 
Premiums Paid on Early Redemption of Debt 2,385  — 
Stock-Based Compensation 10,487  10,477 
Other 14,317  11,874 
Change in:    
Receivables and Unbilled Revenue (197,553) (50,123)
Gas Stored Underground and Materials and Supplies 27,861  25,675 
Unrecovered Purchased Gas Costs (3,562) — 
Other Current Assets 13,737  15,201 
Accounts Payable 17,322  (15,641)
Amounts Payable to Customers (8,327) 13,327 
Customer Advances (19,373) (21,003)
Customer Security Deposits (5,907) 1,836 
Other Accruals and Current Liabilities 21,528  26,927 
Other Assets (20,282) (22,165)
Other Liabilities (28,343) (9,328)
Net Cash Provided by Operating Activities $ 473,870  $ 586,261 
Investing Activities:
Capital Expenditures $ (434,260) $ (481,958)
Other 8,881  (1,189)
Net Cash Used in Investing Activities $ (425,379) $ (483,147)
Financing Activities:
Changes in Notes Payable to Banks and Commercial Paper 117,700  (8,600)
Shares Repurchased Under Repurchase Plan (50,471) (4,230)
Reduction of Long-Term Debt (954,086) — 
Net Proceeds From Issuance of Long-Term Debt 989,019  — 
Dividends Paid on Common Stock (93,543) (91,048)
Net Repurchases of Common Stock Under Stock and Benefit Plans (4,026) (3,914)
Net Cash Provided by (Used in) Financing Activities $ 4,593  $ (107,792)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 53,084  (4,678)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 38,222  55,447 
Cash, Cash Equivalents, and Restricted Cash at March 31 $ 91,306  $ 50,769 










Page 15.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
UPSTREAM BUSINESS
Three Months Ended Six Months Ended
(Thousands of Dollars, except per share amounts) March 31, March 31,
EXPLORATION AND PRODUCTION SEGMENT 2025 2024 Variance 2025 2024 Variance
Total Operating Revenues $ 311,958  $ 264,614  $ 47,344  $ 560,818  $ 518,633  $ 42,185 
Operating Expenses:
Operation and Maintenance:
General and Administrative Expense 18,847  17,165  1,682  38,173  34,958  3,215 
Lease Operating and Transportation Expense 71,176  69,662  1,514  136,816  136,736  80 
All Other Operation and Maintenance Expense 3,310  2,644  666  7,178  8,188  (1,010)
Property, Franchise and Other Taxes 4,275  3,075  1,200  7,657  6,713  944 
Depreciation, Depletion and Amortization 64,622  73,448  (8,826) 127,925  145,413  (17,488)
Impairment of Assets —  —  —  141,802  —  141,802 
162,230  165,994  (3,764) 459,551  332,008  127,543 
Operating Income 149,728  98,620 51,108  101,267  186,625 (85,358)
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 37  100  (63) 74  201  (127)
Interest and Other Income (Deductions) 101  1,170  (1,069) 373  (342) 715 
Interest Expense on Long-Term Debt (1,949) —  (1,949) (1,949) —  (1,949)
Other Interest Expense (15,091) (15,108) 17  (30,291) (30,377) 86 
Income Before Income Taxes 132,826  84,782  48,044  69,474  156,107  (86,633)
Income Tax Expense 34,998  22,717  12,281  18,423  41,559  (23,136)
Net Income $ 97,828  $ 62,065  $ 35,763  $ 51,051  $ 114,548  $ (63,497)
Net Income Per Share (Diluted) $ 1.07  $ 0.67  $ 0.40  $ 0.56  $ 1.24  $ (0.68)













Page 16.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
MIDSTREAM BUSINESSES
Three Months Ended Six Months Ended
(Thousands of Dollars, except per share amounts) March 31, March 31,
PIPELINE AND STORAGE SEGMENT 2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ 71,185  $ 71,210  $ (25) $ 139,935  $ 136,036  $ 3,899 
Intersegment Revenues 38,388  36,810  1,578  76,251  66,397  9,854 
Total Operating Revenues 109,573  108,020  1,553  216,186  202,433  13,753 
Operating Expenses:
Purchased Gas 162  325  (163) 121  926  (805)
Operation and Maintenance 30,642  29,062  1,580  57,677  55,013  2,664 
Property, Franchise and Other Taxes 8,600  8,600  —  17,266  17,320  (54)
Depreciation, Depletion and Amortization 18,547  19,490  (943) 37,132  37,704  (572)
57,951  57,477  474  112,196  110,963  1,233 
Operating Income 51,622  50,543  1,079  103,990  91,470  12,520 
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Credit 952  1,257  (305) 1,905  2,515  (610)
Interest and Other Income 1,794  2,046  (252) 3,833  3,978  (145)
Interest Expense (11,700) (12,119) 419  (23,428) (23,843) 415 
Income Before Income Taxes 42,668  41,727  941  86,300  74,120  12,180 
Income Tax Expense 10,961  10,990  (29) 22,138  19,328  2,810 
Net Income $ 31,707  $ 30,737  $ 970  $ 64,162  $ 54,792  $ 9,370 
Net Income Per Share (Diluted) $ 0.35  $ 0.33  $ 0.02  $ 0.70  $ 0.59  $ 0.11 
Three Months Ended Six Months Ended
March 31, March 31,
GATHERING SEGMENT 2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ 3,233  $ 3,917  $ (684) $ 6,681  $ 8,513  $ (1,832)
Intersegment Revenues 61,797  60,076  1,721  119,480  118,068  1,412 
Total Operating Revenues 65,030  63,993  1,037  126,161  126,581  (420)
Operating Expenses:
Operation and Maintenance 12,275  10,796  1,479  21,703  20,300  1,403 
Property, Franchise and Other Taxes 94  (87) (227) 117  (344)
Depreciation, Depletion and Amortization 10,834  9,611  1,223  21,349  19,068  2,281 
23,116  20,501  2,615  42,825  39,485  3,340 
Operating Income 41,914  43,492  (1,578) 83,336  87,096  (3,760)
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit (Costs) —  (9) (1) 19  (20)
Interest and Other Income 93  72  21  152  143 
Interest Expense on Long-Term Debt (1,334) —  (1,334) (1,334) —  (1,334)
Other Interest Expense (4,450) (3,701) (749) (8,661) (7,431) (1,230)
Income Before Income Taxes 36,223  39,872  (3,649) 73,492  79,827  (6,335)
Income Tax Expense 9,881  11,166  (1,285) 20,005  22,296  (2,291)
Net Income $ 26,342  $ 28,706  $ (2,364) $ 53,487  $ 57,531  $ (4,044)
Net Income Per Share (Diluted) $ 0.29  $ 0.31  $ (0.02) $ 0.59  $ 0.62  $ (0.03)



Page 17.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
DOWNSTREAM BUSINESS
Three Months Ended Six Months Ended
(Thousands of Dollars, except per share amounts) March 31, March 31,
UTILITY SEGMENT 2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ 343,574  $ 290,198  $ 53,376  $ 571,998  $ 492,119  $ 79,879 
Intersegment Revenues 119  306  (187) 203  393  (190)
Total Operating Revenues 343,693  290,504  53,189  572,201  492,512  79,689 
Operating Expenses:
Purchased Gas 171,777  140,836  30,941  273,249  224,886  48,363 
Operation and Maintenance 64,444  60,229  4,215  120,704  114,913  5,791 
Property, Franchise and Other Taxes 12,202  11,113  1,089  22,313  21,019  1,294 
Depreciation, Depletion and Amortization 17,135  16,268  867  33,962  32,305  1,657 
265,558  228,446  37,112  450,228  393,123  57,105 
Operating Income 78,135  62,058  16,077  121,973  99,389  22,584 
Other Income (Expense):
 Non-Service Pension and Post-Retirement Benefit Credit 12,299  857  11,442  18,170  1,327  16,843 
Interest and Other Income 714  1,340  (626) 1,242  3,250  (2,008)
Interest Expense (10,927) (8,528) (2,399) (21,643) (16,986) (4,657)
Income Before Income Taxes 80,221  55,727  24,494  119,742  86,980  32,762 
Income Tax Expense 16,677  10,988  5,689  23,699  15,691  8,008 
Net Income $ 63,544  $ 44,739  $ 18,805  $ 96,043  $ 71,289  $ 24,754 
Net Income Per Share (Diluted) $ 0.70  $ 0.48  $ 0.22  $ 1.05  $ 0.77  $ 0.28 





























Page 18.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT OPERATING RESULTS AND STATISTICS
(UNAUDITED)
Three Months Ended Six Months Ended
(Thousands of Dollars, except per share amounts) March 31, March 31,
ALL OTHER 2025 2024 Variance 2025 2024 Variance
Total Operating Revenues $ —  $ —  $ —  $ —  $ —  $ — 
Operating Expenses:
Operation and Maintenance —  —  —  —  —  — 
—  —  —  —  —  — 
Operating Income —  —  —  —  —  — 
Other Income (Expense):
Interest and Other Income (Deductions) (222) (41) (181) (358) (119) (239)
Interest Expense (131) (84) (47) (248) (165) (83)
Loss before Income Taxes (353) (125) (228) (606) (284) (322)
Income Tax Benefit (82) (29) (53) (141) (67) (74)
Net Loss $ (271) $ (96) $ (175) $ (465) $ (217) $ (248)
Net Loss Per Share (Diluted) $ —  $ —  $ —  $ (0.01) $ —  $ (0.01)
Three Months Ended Six Months Ended
March 31, March 31,
CORPORATE 2025 2024 Variance 2025 2024 Variance
Revenues from External Customers $ —  $ —  $ —  $ —  $ —  $ — 
Intersegment Revenues 1,341  1,286  55  2,683  2,571  112 
Total Operating Revenues 1,341  1,286  55  2,683  2,571  112 
Operating Expenses:
Operation and Maintenance 5,219  5,121  98  9,266  8,916  350 
Property, Franchise and Other Taxes 130  137  (7) 261  265  (4)
Depreciation, Depletion and Amortization 139  118  21  279  235  44 
5,488  5,376  112  9,806  9,416  390 
Operating Loss (4,147) (4,090) (57) (7,123) (6,845) (278)
Other Income (Expense):
Non-Service Pension and Post-Retirement Benefit Costs (212) (387) 175  (423) (774) 351 
Interest and Other Income 41,785  40,234  1,551  82,846  81,262  1,584 
Interest Expense on Long-Term Debt (36,379) (28,453) (7,926) (69,741) (56,915) (12,826)
Other Interest Expense (4,905) (7,683) 2,778  (10,066) (15,767) 5,701 
Income (Loss) before Income Taxes (3,858) (379) (3,479) (4,507) 961  (5,468)
Income Tax Benefit (1,066) (500) (566) (1,573) (388) (1,185)
Net Income (Loss) $ (2,792) $ 121  $ (2,913) $ (2,934) $ 1,349  $ (4,283)
Net Income (Loss) Per Share (Diluted) $ (0.04) $ 0.01  $ (0.05) $ (0.03) $ 0.02  $ (0.05)
Three Months Ended Six Months Ended
March 31, March 31,
INTERSEGMENT ELIMINATIONS 2025 2024 Variance 2025 2024 Variance
Intersegment Revenues $ (101,645) $ (98,478) $ (3,167) $ (198,617) $ (187,429) $ (11,188)
Operating Expenses:
Purchased Gas (36,601) (35,221) (1,380) (72,695) (63,321) (9,374)
Operation and Maintenance (65,044) (63,257) (1,787) (125,922) (124,108) (1,814)
(101,645) (98,478) (3,167) (198,617) (187,429) (11,188)
Operating Income —  —  —  —  —  — 
Other Income (Expense):
Interest and Other Deductions (42,109) (40,587) (1,522) (84,861) (81,659) (3,202)
Interest Expense 42,109  40,587  1,522  84,861  81,659  3,202 
Net Income $ —  $ —  $ —  $ —  $ —  $ — 
Net Income Per Share (Diluted) $ —  $ —  $ —  $ —  $ —  $ — 




Page 19.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
SEGMENT INFORMATION (Continued)
(Thousands of Dollars)
Three Months Ended Six Months Ended
March 31, March 31,
(Unaudited) (Unaudited)
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Capital Expenditures:
Exploration and Production $ 108,384 
(1)
$ 124,184 
(3)
$ (15,800) $ 230,986 
(1)(2)
$ 285,141 
(3)(4)
$ (54,155)
Pipeline and Storage 15,626 
(1)
18,025 
(3)
(2,399) 35,417 
(1)(2)
42,579 
(3)(4)
(7,162)
Gathering 18,499 
(1)
19,949 
(3)
(1,450) 31,526 
(1)(2)
39,518 
(3)(4)
(7,992)
Utility 41,867 
(1)
37,741 
(3)
4,126  78,298 
(1)(2)
68,251 
(3)(4)
10,047 
Total Reportable Segments 184,376  199,899  (15,523) 376,227  435,489  (59,262)
All Other —  —  —  —  —  — 
Corporate 174  121  53  378  182  196 
Eliminations (3,520) —  (3,520) (3,520) —  (3,520)
Total Capital Expenditures $ 181,030  $ 200,020  $ (18,990) $ 373,085  $ 435,671  $ (62,586)

(1)Capital expenditures for the quarter and six months ended March 31, 2025, include accounts payable and accrued liabilities related to capital expenditures of $44.8 million, $2.4 million, $6.8 million, and $4.8 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 March 31, 2025, since they represent non-cash investing activities at that date.
(2)Capital expenditures for the six months ended March 31, 2025, 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 six months ended March 31, 2025. 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 March 31, 2025.
(3)Capital expenditures for the quarter and six months ended March 31, 2024, include accounts payable and accrued liabilities related to capital expenditures of $44.4 million, $5.0 million, $5.5 million, and $8.0 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 March 31, 2024, since they represented non-cash investing activities at that date.
(4)Capital expenditures for the six months ended March 31, 2024, exclude capital expenditures of $43.2 million, $31.8 million, $20.6 million and $13.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the six months ended March 31, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at March 31, 2024.

DEGREE DAYS
Percent Colder
(Warmer) Than:
Three Months Ended March 31, Normal 2025 2024
  Normal (1)
Last Year (1)
Buffalo, NY(2)
3,226 3,116 2,705 (3.4) 15.2 
Erie, PA 3,023 3,017 2,576 (0.2) 17.1 
Six Months Ended March 31,
Buffalo, NY(2)
5,352 5,000 4,563 (6.6) 9.6 
Erie, PA 4,917 4,714 4,240 (4.1) 11.2 
(1)Percents compare actual 2025 degree days to normal degree days and actual 2025 degree days to actual 2024 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 New York effective October 2024.




Page 20.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
EXPLORATION AND PRODUCTION INFORMATION
Three Months Ended Six Months Ended
March 31, March 31,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Gas Production/Prices:
Production (MMcf)
Appalachia 105,514  102,883  2,631  203,232  203,640  (408)
Average Prices (Per Mcf)
Weighted Average $ 3.02  $ 1.98  $ 1.04  $ 2.64  $ 2.14  $ 0.50 
Weighted Average after Hedging $ 2.94  $ 2.56  $ 0.38  $ 2.74  $ 2.53  $ 0.21 
Selected Operating Performance Statistics:
General and Administrative Expense per Mcf (1)
$ 0.18  $ 0.17  $ 0.01  $ 0.19  $ 0.17  $ 0.02 
Lease Operating and Transportation Expense per Mcf (1)(2)
$ 0.67  $ 0.68  $ (0.01) $ 0.67  $ 0.67  $ — 
Depreciation, Depletion and Amortization per Mcf (1)
$ 0.61  $ 0.71  $ (0.10) $ 0.63  $ 0.71  $ (0.08)

(1)Refer to page 15 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 per Mcf for the three months ended March 31, 2025 and March 31, 2024. Amounts include transportation expense of $0.57 per Mcf for the six months ended March 31, 2025 and March 31, 2024.







Page 21.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
Pipeline and Storage Throughput - (millions of cubic feet - MMcf)
Three Months Ended Six Months Ended
March 31, March 31,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Firm Transportation - Affiliated 49,240  42,561  6,679  81,110  74,056  7,054 
Firm Transportation - Non-Affiliated 185,490  179,697  5,793  356,502  348,303  8,199 
Interruptible Transportation 454  1,271  (817) 515  1,389  (874)
235,184  223,529  11,655  438,127  423,748  14,379 
Gathering Volume - (MMcf)
Three Months Ended Six Months Ended
March 31, March 31,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Gathered Volume 129,771  125,565  4,206  250,732  249,388  1,344 
Utility Throughput - (MMcf)
Three Months Ended Six Months Ended
March 31, March 31,
Increase Increase
2025 2024 (Decrease) 2025 2024 (Decrease)
Retail Sales:
Residential Sales 32,111  27,063  5,048  50,587  45,045  5,542 
Commercial Sales 5,420  4,293  1,127  8,339  7,093  1,246 
Industrial Sales 302  190  112  501  327  174 
37,833  31,546  6,287  59,427  52,465  6,962 
Transportation 25,086  22,637  2,449  42,028  40,166  1,862 
62,919  54,183  8,736  101,455  92,631  8,824 
























Page 22.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES

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

Management defines adjusted operating results as reported GAAP earnings before items impacting comparability. The following table reconciles National Fuel's reported GAAP earnings to adjusted operating results for the three and six months ended March 31, 2025 and 2024:
Three Months Ended Six Months Ended
March 31, March 31,
(in thousands except per share amounts) 2025 2024 2025 2024
Reported GAAP Earnings $ 216,358  $ 166,272  $ 261,344  $ 299,292 
Items impacting comparability:
Impairment of assets (E&P) —  —  141,802  — 
Tax impact of impairment of assets —  —  (37,169) — 
Premiums paid on early redemption of debt (E&P / Midstream) 2,385  —  2,385  — 
Tax impact of premiums paid on early redemption of debt (642) —  (642) — 
Unrealized (gain) loss on derivative asset (E&P) 335  (536) 684  3,662 
Tax impact of unrealized (gain) loss on derivative asset (90) 147  (184) (1,004)
Unrealized (gain) loss on other investments (Corporate / All Other) (17) (769) 2,600  (1,818)
Tax impact of unrealized (gain) loss on other investments 162  (546) 382 
Adjusted Operating Results $ 218,333  $ 165,276  $ 370,274  $ 300,514 
Reported GAAP Earnings Per Share $ 2.37  $ 1.80  $ 2.86  $ 3.24 
Items impacting comparability:
Impairment of assets, net of tax (E&P) —  —  1.14  — 
Premiums paid on early redemption of debt, net of tax (E&P / Midstream) 0.02  —  0.02  — 
Unrealized (gain) loss on derivative asset, net of tax (E&P) —  —  0.01  0.03 
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other) —  (0.01) 0.02  (0.02)
Rounding —  —  0.01  — 
Adjusted Operating Results Per Share $ 2.39  $ 1.79  $ 4.06  $ 3.25 

Management defines adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability. The following tables reconcile National Fuel's reported GAAP earnings to adjusted EBITDA for the three and six months ended March 31, 2025 and 2024:
Three Months Ended Six Months Ended
March 31, March 31,
(in thousands) 2025 2024 2025 2024
Reported GAAP Earnings $ 216,358  $ 166,272  $ 261,344  $ 299,292 
Depreciation, Depletion and Amortization 111,277  118,935  220,647  234,725 
Other (Income) Deductions (15,232) (6,070) (22,952) (9,801)
Interest Expense 44,757  35,089  82,500  69,825 
Income Taxes 71,369  55,332  82,551  98,419 
Impairment of Assets —  —  141,802  — 
Adjusted EBITDA $ 428,529  $ 369,558  $ 765,892  $ 692,460 
Adjusted EBITDA by Segment
Pipeline and Storage Adjusted EBITDA $ 70,169  $ 70,033  $ 141,122  $ 129,174 
Gathering Adjusted EBITDA 52,748  53,103  104,685  106,164 
Total Midstream Businesses Adjusted EBITDA 122,917  123,136  245,807  235,338 
Exploration and Production Adjusted EBITDA 214,350  172,068  370,994  332,038 
Utility Adjusted EBITDA 95,270  78,326  155,935  131,694 
Corporate and All Other Adjusted EBITDA (4,008) (3,972) (6,844) (6,610)
Total Adjusted EBITDA $ 428,529  $ 369,558  $ 765,892  $ 692,460 



Page 23.

NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA
Three Months Ended Six Months Ended
March 31, March 31,
(in thousands) 2025 2024 2025 2024
Exploration and Production Segment
Reported GAAP Earnings $ 97,828  $ 62,065  $ 51,051  $ 114,548 
Depreciation, Depletion and Amortization 64,622  73,448  127,925  145,413 
Other (Income) Deductions (138) (1,270) (447) 141 
Interest Expense 17,040  15,108  32,240  30,377 
Income Taxes 34,998  22,717  18,423  41,559 
Impairment of Assets —  —  141,802  — 
Adjusted EBITDA $ 214,350  $ 172,068  $ 370,994  $ 332,038 
Pipeline and Storage Segment
Reported GAAP Earnings $ 31,707  $ 30,737  $ 64,162  $ 54,792 
Depreciation, Depletion and Amortization 18,547  19,490  37,132  37,704 
Other (Income) Deductions (2,746) (3,303) (5,738) (6,493)
Interest Expense 11,700  12,119  23,428  23,843 
Income Taxes 10,961  10,990  22,138  19,328 
Adjusted EBITDA $ 70,169  $ 70,033  $ 141,122  $ 129,174 
Gathering Segment
Reported GAAP Earnings $ 26,342  $ 28,706  $ 53,487  $ 57,531 
Depreciation, Depletion and Amortization 10,834  9,611  21,349  19,068 
Other (Income) Deductions (93) (81) (151) (162)
Interest Expense 5,784  3,701  9,995  7,431 
Income Taxes 9,881  11,166  20,005  22,296 
Adjusted EBITDA $ 52,748  $ 53,103  $ 104,685  $ 106,164 
Utility Segment
Reported GAAP Earnings $ 63,544  $ 44,739  $ 96,043  $ 71,289 
Depreciation, Depletion and Amortization 17,135  16,268  33,962  32,305 
Other (Income) Deductions (13,013) (2,197) (19,412) (4,577)
Interest Expense 10,927  8,528  21,643  16,986 
Income Taxes 16,677  10,988  23,699  15,691 
Adjusted EBITDA $ 95,270  $ 78,326  $ 155,935  $ 131,694 
Corporate and All Other
Reported GAAP Earnings $ (3,063) $ 25  $ (3,399) $ 1,132 
Depreciation, Depletion and Amortization 139  118  279  235 
Other (Income) Deductions 758  781  2,796  1,290 
Interest Expense (694) (4,367) (4,806) (8,812)
Income Taxes (1,148) (529) (1,714) (455)
Adjusted EBITDA $ (4,008) $ (3,972) $ (6,844) $ (6,610)


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.