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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): November 6, 2024
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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| New Jersey | 1-3880 | 13-1086010 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 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):
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| ☐ | 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:
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| 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 November 6, 2024, National Fuel Gas Company (the “Company”) issued a press release regarding its earnings for the quarter and fiscal year ended September 30, 2024. A copy of the press release is furnished as part of this Current Report as Exhibit 99.
Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion in such press release of any reference to the Company’s internet address shall, under any circumstances, be deemed to incorporate the information available at such internet address into this Current Report. The information available at the Company’s internet address is not part of this Current Report or any other report filed or furnished by the Company with the Securities and Exchange Commission.
In addition to financial measures calculated in accordance with generally accepted accounting principles (“GAAP”), the press release furnished as part of this Current Report as Exhibit 99 contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial measures are useful to investors because they provide an alternative method for assessing the Company’s operating results in a manner that is focused on the performance of the Company’s ongoing operations, for measuring the Company’s cash flow and liquidity, and for comparing the Company’s financial performance to other companies. The Company’s management uses these non-GAAP financial measures for the same purpose, and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not meant to be a substitute for financial measures prepared in accordance with GAAP.
Certain statements contained herein or in the press release furnished as part of this Current Report, including statements regarding estimated future earnings and statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will” and “may” and similar expressions, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. There can be no assurance that the Company’s projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur in the future. While the Company’s expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, actual results may differ materially from those projected in forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date on which it is made. In addition to other factors, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: impairments under the SEC’s full cost ceiling test for natural gas reserves; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; changes in 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; 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
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| 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.
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| NATIONAL FUEL GAS COMPANY |
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| By: | /s/ Michael W. Reville |
| Michael W. Reville |
| General Counsel and Secretary |
Dated: November 7, 2024
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| | 6363 Main Street/Williamsville, NY 14221 |
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| Release Date: | Immediate November 6, 2024 | Natalie M. Fischer
Investor Relations
716-857-7315 | Timothy J. Silverstein
Chief Financial Officer
716-857-6987 |
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NATIONAL FUEL REPORTS FOURTH QUARTER
AND FULL YEAR FISCAL 2024 EARNINGS
WILLIAMSVILLE, N.Y.: National Fuel Gas Company (“National Fuel” or the “Company”) (NYSE:NFG) today announced consolidated results for the three months and fiscal year ended September 30, 2024.
FISCAL 2024 FOURTH QUARTER SUMMARY
•GAAP net loss of $167.6 million, or $1.84 per share, which includes $237.8 million in non-cash impairment charges.
•Adjusted operating results of $70.5 million, or $0.77 per share, compared to $72.2 million, or $0.78 per share, in the prior year (see non-GAAP reconciliation on page 2).
•Supply Corporation filed a certificate application with FERC for its Tioga Pathway Project, a modernization and expansion project that is expected to provide 190,000 dekatherms per day of firm transportation capacity and $15 million in annual expansion revenues.
•In the Utility segment, a Joint Proposal was filed with the New York State utility commission for a three-year settlement of its rate proceeding, which, subject to approval, incorporates an $86 million annual revenue requirement increase over three years, with the first-year impact of $57 million in fiscal 2025 and the remainder in fiscal 2026 and 2027.
•In the E&P segment, hedging-related gains of $61 million drove a $0.07 per Mcfe increase in natural gas price realizations, despite NYMEX decreasing by $0.40 per MMBtu compared to the prior year.
FISCAL 2024 HIGHLIGHTS
•The Company continued its long history of returning cash to shareholders by announcing its 54th consecutive dividend increase, to an annual rate of $2.06 per share, and through the fiscal year, repurchased $65 million of common stock as part of its $200 million share repurchase program that was authorized in March.
•E&P segment capital efficiency continued to improve, with non-acquisition capital expenditures decreasing by $58 million, or 10%, compared to the prior year (see page 20), while production increased by approximately 5% to 392.0 Bcf.
•Gathering segment throughput and revenues increased 6% from the prior year, driven by growth in affiliated and third-party throughput.
•Pipeline & Storage segment revenues increased $33.2 million, or 9%, from the prior year, primarily due to the settlement of the Supply Corporation rate case, which led to increased rates effective February 2024.
•Utility segment net income increased $8.7 million, or 18%, compared to the prior year, largely attributable to the continued impact of a rate settlement in its Pennsylvania service territory, effective August 2023.
MANAGEMENT COMMENTS
David P. Bauer, President and CEO, stated: “National Fuel had a good quarter driven largely by the constructive outcomes in our recent ratemaking activity at our Utility and Pipeline and Storage segments. Commodity prices were challenging for our Upstream business, but the significant gains from our hedge portfolio more than offset the impact of the substantial decline in natural gas prices.
“During the quarter, we achieved key milestones that position the Company to deliver long-term earnings and free cash flow growth. At Distribution Corporation, we reached a multi-year settlement of our New York rate case, which we expect
will be approved in the coming months. Further, Supply Corporation filed a certificate application for our 190,000 Dth per day Tioga Pathway Project, which we expect will be in-service in late 2026. Lastly, our Seneca and NFG Midstream teams continue to see success with our transition to the Eastern Development Area, with continued operational enhancements and strong well performance driving further improvements to our capital efficiency.
“Taken together, the progress made during the quarter further improves the long-term outlook for National Fuel and positions us well to create long-term value for our shareholders.”
RECONCILIATION OF GAAP EARNINGS TO ADJUSTED OPERATING RESULTS
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| | Three Months Ended | | Fiscal Year Ended |
| | September 30, | | September 30, |
| (in thousands except per share amounts) | | 2024 | | 2023 | | 2024 | | 2023 |
| Reported GAAP Earnings | | $ | (167,621) | | | $ | 73,677 | | | $ | 77,513 | | | $ | 476,866 | |
Items impacting comparability: | | | | | | | | |
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| Impairment of assets (E&P/ Pipeline & Storage) | | 318,433 | | | — | | | 519,129 | | | — | |
| Tax impact of impairment of assets | | (80,585) | | | — | | | (136,271) | | | — | |
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| Unrealized (gain) loss on derivative asset (E&P) | | 1,700 | | | (2,803) | | | 6,548 | | | 899 | |
| Tax impact of unrealized (gain) loss on derivative asset | | (461) | | | 775 | | | (1,791) | | | (240) | |
Unrealized (gain) loss on other investments (Corporate / All Other) | | (1,232) | | | 719 | | | (3,034) | | | (913) | |
Tax impact of unrealized (gain) loss on other investments | | 258 | | | (151) | | | 637 | | | 192 | |
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| Adjusted Operating Results | | $ | 70,492 | | | $ | 72,217 | | | $ | 462,731 | | | $ | 476,804 | |
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| Reported GAAP Earnings Per Share | | $ | (1.84) | | | $ | 0.80 | | | $ | 0.84 | | | $ | 5.17 | |
Items impacting comparability: | | | | | | | | |
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| Impairment of assets, net of tax (E&P / Pipeline & Storage) | | 2.61 | | | — | | | 4.15 | | | — | |
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| Unrealized (gain) loss on derivative asset, net of tax (E&P) | | 0.01 | | | (0.02) | | | 0.05 | | | 0.01 | |
Unrealized (gain) loss on other investments, net of tax (Corporate / All Other) | | (0.01) | | | 0.01 | | | (0.03) | | | (0.01) | |
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| Rounding | | — | | | (0.01) | | | — | | | — | |
| Adjusted Operating Results Per Share | | $ | 0.77 | | | $ | 0.78 | | | $ | 5.01 | | | $ | 5.17 | |
FISCAL 2025 GUIDANCE UPDATE
National Fuel is updating its guidance for fiscal 2025 adjusted operating results, which are now expected to be within a range of $5.50 to $6.00 per share. This updated range reflects the impact of anticipated lower natural gas prices, partially offset by a projected decrease in Seneca’s per unit operating expenses. Adjusted operating results exclude any future potential items impacting comparability, including a non-cash ceiling test impairment anticipated in the Exploration and Production segment in the first quarter of fiscal 2025.
The Company is now assuming NYMEX natural gas prices will average $2.80 per MMBtu for fiscal 2025, a decrease of $0.45 from preliminary guidance that was initiated last quarter. This updated natural gas price projection approximates the current NYMEX forward curve at this time, however, given the recent volatility in NYMEX natural gas prices, the Company is providing the following sensitivities to its adjusted operating results guidance range:
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NYMEX ($/MMBtu) |
Sensitivities |
| $2.50 | $5.15 - $5.65 |
| $3.00 | $5.70 - $6.20 |
| $3.25 | $6.00 - $6.50 |
Seneca’s production guidance for fiscal 2025 remains unchanged, with a range of 400 to 420 Bcfe, and does not incorporate any potential price-related curtailments. Seneca currently has firm sales contracts in place for 89% of its projected fiscal 2025 natural gas production, significantly limiting its exposure to in-basin markets. Further, 63% of expected production is either matched by a financial hedge, including a combination of swaps and no-cost collars, or was entered into at a fixed price.
Additionally, Seneca’s depreciation, depletion and amortization (“DD&A”) guidance range was revised downward to reflect the impact of the fourth quarter fiscal 2024 ceiling test impairment and the associated impact on the full cost pool, while all other unit costs are expected to be in line with previous expectations.
The Company’s other fiscal 2025 guidance assumptions remain largely unchanged and are detailed in the table on page 8.
DISCUSSION OF FOURTH QUARTER RESULTS BY SEGMENT
The following earnings discussion of each operating segment for the quarter ended September 30, 2024 is summarized in a tabular form on pages 9 and 10 of this report (earnings drivers for the fiscal year ended September 30, 2024 are summarized on pages 11 and 12). It may be helpful to refer to those tables while reviewing this discussion.
Note that management defines adjusted operating results as reported GAAP earnings adjusted for items impacting comparability, and adjusted EBITDA as reported GAAP earnings before the following items: interest expense, income taxes, depreciation, depletion and amortization, other income and deductions, impairments, and other items reflected in operating income that impact comparability.
Upstream Business
Exploration and Production Segment
The Exploration and Production segment operations are carried out by Seneca Resources Company, LLC (“Seneca”). Seneca explores for, develops and produces primarily natural gas reserves in Pennsylvania.
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| Three Months Ended | | |
| September 30, | | |
| (in thousands) | 2024 | | 2023 | | Variance | | | | | | |
| GAAP Earnings | $ | (166,475) | | | $ | 36,772 | | | $ | (203,247) | | | | | | | |
| Impairment of assets, net of tax | 204,089 | | | — | | | 204,089 | | | | | | | |
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| Unrealized (gain) loss on derivative asset, net of tax | 1,239 | | | (2,028) | | | 3,267 | | | | | | | |
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| Adjusted Operating Results | $ | 38,853 | | | $ | 34,744 | | | $ | 4,109 | | | | | | | |
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| Adjusted EBITDA | $ | 129,258 | | | $ | 132,641 | | | $ | (3,383) | | | | | | | |
Seneca’s fourth quarter GAAP earnings decreased $203.2 million versus the prior year. This was primarily driven by non-cash, pre-tax impairment charges of $272.4 million ($204.1 million after-tax), the vast 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. 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 $4.1 million primarily due to higher realized natural gas prices and a lower effective income tax rate, partially offset by lower natural gas production and higher operating expenses.
Each quarter, Seneca is required to perform a ceiling test comparing the present value of future net revenues from its reserves, after the effect of income taxes, with the book value of those reserves at the balance sheet date. The future net reserves (“the ceiling”) are based on an unweighted arithmetic average of first day of the month pricing for each month within the 12-month period prior to the end of the reporting period, adjusted for the impact of Seneca’s future natural gas hedges, discounted at the required rate of 10%. If the book value of the reserves exceeds the ceiling, a non-cash impairment charge must be recorded in order to reduce the book value of the reserves to the calculated ceiling. For purposes of the ceiling test, the 12-month average of first day of the month pricing for NYMEX natural gas for the period ended September 30, 2024 was $2.21 per MMBtu. It is expected that Seneca will record an additional non-cash impairment in the first quarter of fiscal 2025 and could record additional impairments beyond that depending on the commodity price environment.
During the fourth quarter, Seneca produced 91.9 Bcf of natural gas, a decrease of 1.8 Bcf, or 2%, from the prior year. During the quarter, Seneca voluntarily curtailed 1.5 Bcf of production due to low in-basin pricing. Absent those curtailments, production would have been largely unchanged compared to the prior year.
Seneca’s average realized natural gas price, after the impact of hedging and transportation costs, was $2.40 per Mcf, an increase of $0.07 per Mcf, or 3%, from the prior year. Seneca’s hedging portfolio provided an uplift of $0.67 per Mcf during the quarter, which more than offset a 13% decrease in pre-hedge natural gas price realizations versus the prior year.
On a per unit basis, fourth quarter lease operating and transportation expense (“LOE”) was $0.74 per Mcf, an increase of $0.05 per Mcf from the prior year. On an absolute basis, LOE increased $3.2 million ($0.03 per Mcf) largely as a result of the timing of certain repairs and maintenance costs, as well as some one-time road repair costs related to Tropical Storm Debby, and higher intercompany gathering costs. LOE included $51.3 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 (“G&A”) expense was $0.20 per Mcf, an increase of $0.02 per Mcf from the prior year. On an absolute basis, Seneca’s G&A expense increased $0.8 million primarily due to increases in personnel costs.
DD&A expense was $0.69 per Mcf, a decrease of $0.02 per Mcf from the prior year. Absolute DD&A expense decreased $2.6 million ($0.03 per Mcf) due to the ceiling test impairment incurred during the third quarter of fiscal 2024 that lowered Seneca’s full cost pool depletable base.
The reduction in Seneca’s income tax expense was primarily driven by a decrease in pre-tax income and lower state income tax expense. The lower state income taxes were a result of a decrease in Pennsylvania’s state income tax rate from 9.99% in the prior year to 8.99% in the current year, as well as the change in the mix of revenues between state jurisdictions.
Proved Reserves Year-End Update
Seneca’s total proved reserves at September 30, 2024 were 4,753 Bcfe, an increase of 217 Bcfe, or 5%, from September 30, 2023. This increase was a result of Seneca replacing 155% of its fiscal 2024 production. Proved developed reserves at the end of fiscal 2024 were 3,486 Bcfe, representing 73% of total proved reserves. In fiscal 2024, Seneca added 602 Bcfe of proved reserve extensions and discoveries and 7 Bcfe of net positive revisions due primarily to improvements in well performance and changes in development plans, partially offset by price-related revisions.
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.
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| Three Months Ended | | |
| September 30, | | |
| (in thousands) | 2024 | | 2023 | | Variance | | | | | | |
| GAAP Earnings | $ | (5,812) | | | $ | 23,354 | | | $ | (29,166) | | | | | | | |
| Impairment of assets, net of tax | 33,759 | | | — | | | 33,759 | | | | | | | |
| Adjusted Operating Results | $ | 27,947 | | | $ | 23,354 | | | $ | 4,593 | | | | | | | |
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| Adjusted EBITDA | $ | 62,527 | | | $ | 56,236 | | | $ | 6,291 | | | | | | | |
The Pipeline and Storage segment’s fourth quarter GAAP earnings decreased $29.2 million versus the prior year. This was primarily driven by a non-cash, pre-tax impairment charge of $46.1 million ($33.8 million after-tax) to write-down the carrying value of certain assets associated with Supply Corporation and Empire's Northern Access project. Excluding this impairment, the Pipeline and Storage segment’s adjusted operating results increased $4.6 million primarily due to higher operating revenues, partly offset by higher operation and maintenance (“O&M”) and interest expenses.
The impairment of the Northern Access project was a result of a detailed review of the project following the favorable resolution of pending litigation in the U.S. Court of Appeals for the D.C. Circuit earlier in the fiscal year. In connection with this review, Supply Corporation and Empire evaluated updated project costs, as well as the status of necessary state and federal authorizations, many of which expired during the extensive, multi-year litigation with the New York State Department of Environmental Conservation and other project opponents. Taking into consideration general inflationary
pressures on project costs and the pipeline transportation rate increases necessary to support the project, along with the ongoing challenges facing natural gas pipeline development in the State of New York, Supply Corporation, Empire, and Seneca agreed to terminate the precedent agreements on October 16, 2024. As a result, the Company is unlikely to pursue construction of the project and has taken an impairment charge at September 30, 2024.
The increase in operating revenues of $10.5 million, or 11%, was primarily attributable to an increase in Supply Corporation’s transportation and storage rates effective February 1, 2024, in accordance with its rate case settlement.
O&M expense increased $4.0 million primarily due to higher pipeline integrity and personnel costs. Interest expense increased $0.9 million primarily due to a higher average amount of net borrowings.
Gathering Segment
The Gathering segment’s operations are carried out by National Fuel Gas Midstream Company, LLC’s limited liability companies. The Gathering segment constructs, owns and operates natural gas gathering pipelines and compression facilities in the Appalachian region, which delivers Seneca and other non-affiliated Appalachian production to the interstate pipeline system.
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| Three Months Ended | | |
| September 30, | | |
| (in thousands) | 2024 | | 2023 | | Variance | | | | | | |
| GAAP Earnings | $ | 24,403 | | | $ | 26,517 | | | $ | (2,114) | | | | | | | |
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| Adjusted EBITDA | $ | 43,988 | | | $ | 46,874 | | | $ | (2,886) | | | | | | | |
The Gathering segment’s fourth quarter GAAP earnings decreased $2.1 million versus the prior year due to higher O&M and DD&A expense. O&M expense increased $2.1 million compared to the prior year primarily due to higher material costs, higher outside services expenses (such as contractor fees for compressor repairs, maintenance and overhauls), as well as higher personnel costs. DD&A expense increased $0.9 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.
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| Three Months Ended | | |
| September 30, | | |
| (in thousands) | 2024 | | 2023 | | Variance | | | | | | |
| GAAP Earnings | $ | (16,759) | | | $ | (7,179) | | | $ | (9,580) | | | | | | | |
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| Adjusted EBITDA | $ | (228) | | | $ | 6,693 | | | $ | (6,921) | | | | | | | |
The Utility segment’s fourth quarter GAAP net loss was $9.6 million higher than the net loss in the prior year's fourth quarter due to lower customer margins (operating revenues less purchased gas sold), an increase in O&M and interest expenses and a higher effective income tax rate.
The $2.5 million decline in customer margin for the quarter was primarily due to adjustments related to annual reconciliations of certain regulatory rate and cost recovery mechanisms, the largest of which was negatively impacted by lower natural gas prices compared to last year. This was partially offset by the benefit from higher revenues from Distribution Corporation’s system modernization tracking mechanisms in its New York service territory and the ongoing impact of the base rate increase in its Pennsylvania service territory that went into effect in August 2023.
O&M expense increased by $3.8 million, primarily driven by higher personnel costs, expenses related to the current New York rate case proceeding, as well as costs related to the timing of leak patrols and higher technology-related costs.
Interest expense increased $1.3 million primarily due to a higher average amount of net borrowings. The increase in the Utility segment’s effective income tax rate was primarily driven by the recognition of tax deductions in the prior-year fourth quarter related to the adoption of updated IRS guidance on repairs and maintenance expenditures published in 2023.
New York Rate Case Update
The Company filed a Joint Proposal with the New York Public Service Commission (“NYPSC”) on September 9, 2024, that, if approved, would establish a three-year rate plan commencing October 1, 2024. The Joint Proposal would allow the Company to raise its base delivery rates to recover its increasing costs of providing safe and reliable utility service, including the required rate of return on utility rate base, higher operating costs, and an increase in depreciation expense. The Joint Proposal allows for an $86 million increase in annual revenue requirement over three years, with the first-year impact of $57 million in fiscal 2025 and the remainder in fiscal 2026 and 2027. The Joint Proposal is not deemed final as it remains subject to Commission approval. The Joint Proposal includes standard make-whole language allowing the recovery of authorized revenues between October 1, 2024, and the start of new rates.
Corporate and All Other
The Company’s operations that are included in Corporate and All Other generated a combined net loss of $3.0 million in the current-year fourth quarter, which was $2.8 million lower than the combined net loss of $5.8 million in the prior-year fourth quarter. The reduction in net loss was primarily driven by lower O&M expense as a result of a decrease in professional services expense. In addition, the mark-to-market of investment securities swung from a modest unrealized loss in fiscal 2023 to a modest unrealized gain in the current year.
EARNINGS TELECONFERENCE
A conference call to discuss the results will be held on Thursday, November 7, 2024, at 10 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, November 14, 2024. To access the replay, dial 1-866-813-9403 and provide Access Code 646147.
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.
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| 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; increased costs or delays or changes in plans with respect to Company projects or related projects of other companies, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; changes in 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; 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.
NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
GUIDANCE SUMMARY
As discussed on page 2, the Company is revising its earnings guidance for fiscal 2025. Additional details on the Company's forecast assumptions and business segment guidance are outlined in the table below.
While the Company expects to record an additional ceiling test impairment charge, certain adjustments to unrealized gain or loss on a derivative asset and unrealized gain or loss on investments during the fiscal year ending September 30, 2025, the amounts of these and other potential adjustments and charges are not reasonably determinable at this time. As such, the Company is unable to provide earnings guidance other than on a non-GAAP basis.
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| Previous FY 2025 Guidance | | Updated FY 2025 Guidance |
| Adjusted Consolidated Earnings per Share, excluding items impacting comparability | $5.75 to $6.25 | | $5.50 to $6.00 |
| Consolidated Effective Tax Rate | ~ 24.5 - 25% | | ~ 24.5 - 25% |
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Capital Expenditures (Millions) | | | |
| Exploration and Production | $495 - $525 | | $495 - $525 |
| Pipeline and Storage | $130 - $150 | | $130 - $150 |
| Gathering | $95 - $110 | | $95 - $110 |
| Utility | $165 - $185 | | $165 - $185 |
| Consolidated Capital Expenditures | $885 - $970 | | $885 - $970 |
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| Exploration and Production Segment Guidance | | | |
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| Commodity Price Assumptions | | | |
| NYMEX natural gas price | $3.25 /MMBtu | | $2.80 /MMBtu |
| Appalachian basin spot price | $2.30 /MMBtu | | $2.00 /MMBtu |
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| Realized natural gas prices, after hedging ($/Mcf) | $2.62 - $2.66 | | $2.47 - $2.51 |
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| Production (Bcf) | 400 to 420 | | 400 to 420 |
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E&P Operating Costs ($/Mcf) | | | |
| LOE | $0.68 - $0.70 | | $0.68 - $0.70 |
| G&A | $0.18 - $0.19 | | $0.18 - $0.19 |
| DD&A | $0.70 - $0.74 | | $0.65 - $0.69 |
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Other Business Segment Guidance (Millions) | | | |
| Gathering Segment Revenues | $245 - $255 | | $245 - $255 |
| Pipeline and Storage Segment Revenues | $415 - $435 | | $415 - $435 |
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| NATIONAL FUEL GAS COMPANY |
| RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS |
| QUARTER ENDED SEPTEMBER 30, 2024 |
| (Unaudited) |
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| Upstream | | Midstream | | Downstream | | | | | | |
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| Exploration & | | Pipeline & | | | | | | | | Corporate / | | |
| (Thousands of Dollars) | Production | | Storage | | Gathering | | Utility | | | | All Other | | Consolidated* |
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| Fourth quarter 2023 GAAP earnings | $ | 36,772 | | | $ | 23,354 | | | $ | 26,517 | | | $ | (7,179) | | | | | $ | (5,787) | | | $ | 73,677 | |
| Items impacting comparability: | | | | | | | | | | | | | |
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| Unrealized (gain) loss on derivative asset | (2,803) | | | | | | | | | | | | | (2,803) | |
| Tax impact of unrealized (gain) loss on derivative asset | 775 | | | | | | | | | | | | | 775 | |
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| Unrealized (gain) loss on other investments | | | | | | | | | | | 719 | | | 719 | |
Tax impact of unrealized (gain) loss on other investments | | | | | | | | | | | (151) | | | (151) | |
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| Fourth quarter 2023 adjusted operating results | 34,744 | | | 23,354 | | | 26,517 | | | (7,179) | | | | | (5,219) | | | 72,217 | |
| Drivers of adjusted operating results** | | | | | | | | | | | | | |
| Upstream Revenues | | | | | | | | | | | | | |
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| Higher (lower) natural gas production | (3,331) | | | | | | | | | | | | | (3,331) | |
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| Higher (lower) realized natural gas prices, after hedging | 4,433 | | | | | | | | | | | | | 4,433 | |
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| Midstream Revenues | | | | | | | | | | | | | |
| Higher (lower) operating revenues | | | 8,298 | | | (389) | | | | | | | | | 7,909 | |
| Downstream Margins*** | | | | | | | | | | | | | |
| Impact of usage and weather | | | | | | | (678) | | | | | | | (678) | |
| Impact of new rates in Pennsylvania | | | | | | | 442 | | | | | | | 442 | |
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| System modernization and improvement tracker revenues | | | | | | | 1,714 | | | | | | | 1,714 | |
| Regulatory revenue adjustments | | | | | | | (3,180) | | | | | | | (3,180) | |
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| Operating Expenses | | | | | | | | | | | | | |
| Lower (higher) lease operating and transportation expenses | (2,527) | | | | | | | | | | | | | (2,527) | |
| Lower (higher) operating expenses | (1,005) | | | (3,192) | | | (1,697) | | | (3,023) | | | | | 1,991 | | | (6,926) | |
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| Lower (higher) depreciation / depletion | 2,086 | | | | | (716) | | | (441) | | | | | | | 929 | |
| Other Income (Expense) | | | | | | | | | | | | | |
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| (Higher) lower interest expense | | | (738) | | | | | (1,160) | | | | | | | (1,898) | |
| Income Taxes | | | | | | | | | | | | | |
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| Lower (higher) income tax expense / effective tax rate | 4,439 | | | 390 | | | 862 | | | (3,089) | | | | | (556) | | | 2,046 | |
| All other / rounding | 14 | | | (165) | | | (174) | | | (165) | | | | | (168) | | | (658) | |
| Fourth quarter 2024 adjusted operating results | 38,853 | | | 27,947 | | | 24,403 | | | (16,759) | | | | | (3,952) | | | 70,492 | |
| Items impacting comparability: | | | | | | | | | | | | | |
| Impairment of assets | (272,358) | | | (46,075) | | | | | | | | | | | (318,433) | |
| Tax impact of impairment of assets | 68,269 | | | 12,316 | | | | | | | | | | | 80,585 | |
| Unrealized gain (loss) on derivative asset | (1,700) | | | | | | | | | | | | | (1,700) | |
| Tax impact of unrealized gain (loss) on derivative asset | 461 | | | | | | | | | | | | | 461 | |
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| Unrealized gain (loss) on other investments | | | | | | | | | | | 1,232 | | | 1,232 | |
| Tax impact of unrealized gain (loss) on other investments | | | | | | | | | | | (258) | | | (258) | |
| Fourth quarter 2024 GAAP earnings | $ | (166,475) | | | $ | (5,812) | | | $ | 24,403 | | | $ | (16,759) | | | | | $ | (2,978) | | | $ | (167,621) | |
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| * Amounts do not reflect intercompany eliminations. | | | | | | | | | | | | | |
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| ** Drivers of adjusted operating results have been calculated using the 21% federal statutory rate. |
| *** Downstream margin defined as operating revenues less purchased gas expense. |
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| NATIONAL FUEL GAS COMPANY |
| RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE |
| QUARTER ENDED SEPTEMBER 30, 2024 |
| (Unaudited) |
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| Upstream | | Midstream | | Downstream | | | | | | |
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| Exploration & | | Pipeline & | | | | | | | | Corporate / | | |
| Production | | Storage | | Gathering | | Utility | | | | All Other | | Consolidated* |
| | | | | | | | | | | | | |
| Fourth quarter 2023 GAAP earnings per share | $ | 0.40 | | | $ | 0.25 | | | $ | 0.29 | | | $ | (0.08) | | | | | $ | (0.06) | | | $ | 0.80 | |
| Items impacting comparability: | | | | | | | | | | | | | |
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| Unrealized (gain) loss on derivative asset, net of tax | (0.02) | | | | | | | | | | | | | (0.02) | |
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| Unrealized (gain) loss on other investments, net of tax | | | | | | | | | | | 0.01 | | | 0.01 | |
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| Rounding | | | | | | | | | | | (0.01) | | | (0.01) | |
| Fourth quarter 2023 adjusted operating results per share | 0.38 | | | 0.25 | | | 0.29 | | | (0.08) | | | | | (0.06) | | | 0.78 | |
| Drivers of adjusted operating results** | | | | | | | | | | | | | |
| Upstream Revenues | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Higher (lower) natural gas production | (0.04) | | | | | | | | | | | | | (0.04) | |
| Higher (lower) realized natural gas prices, after hedging | 0.05 | | | | | | | | | | | | | 0.05 | |
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| Midstream Revenues | | | | | | | | | | | | | |
| Higher (lower) operating revenues | | | 0.09 | | | — | | | | | | | | | 0.09 | |
| Downstream Margins*** | | | | | | | | | | | | | |
| Impact of usage and weather | | | | | | | (0.01) | | | | | | | (0.01) | |
| Impact of new rates in Pennsylvania | | | | | | | — | | | | | | | — | |
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| System modernization and improvement tracker revenues | | | | | | | 0.02 | | | | | | | 0.02 | |
| Regulatory revenue adjustments | | | | | | | (0.03) | | | | | | | (0.03) | |
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| Operating Expenses | | | | | | | | | | | | | |
| Lower (higher) lease operating and transportation expenses | (0.03) | | | | | | | | | | | | | (0.03) | |
| Lower (higher) operating expenses | (0.01) | | | (0.03) | | | (0.02) | | | (0.03) | | | | | 0.02 | | | (0.07) | |
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| Lower (higher) depreciation / depletion | 0.02 | | | | | (0.01) | | | — | | | | | | | 0.01 | |
| Other Income (Expense) | | | | | | | | | | | | | |
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| (Higher) lower interest expense | | | (0.01) | | | | | (0.01) | | | | | | | (0.02) | |
| Income Taxes | | | | | | | | | | | | | |
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| Lower (higher) income tax expense / effective tax rate | 0.05 | | | — | | | 0.01 | | | (0.03) | | | | | (0.01) | | | 0.02 | |
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| All other / rounding | — | | | — | | | — | | | (0.01) | | | | | 0.01 | | | — | |
| Fourth quarter 2024 adjusted operating results per share | 0.42 | | | 0.30 | | | 0.27 | | | (0.18) | | | | | (0.04) | | | 0.77 | |
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| Items impacting comparability: | | | | | | | | | | | | | |
| Impairment of assets, net of tax | (2.24) | | | (0.37) | | | | | | | | | | | (2.61) | |
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| Unrealized gain (loss) on derivative asset, net of tax | (0.01) | | | | | | | | | | | | | (0.01) | |
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| Unrealized gain (loss) on other investments, net of tax | | | | | | | | | | | 0.01 | | | 0.01 | |
| Rounding | 0.01 | | | | | | | | | | | (0.01) | | | — | |
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| Fourth quarter 2024 GAAP earnings per share | $ | (1.82) | | | $ | (0.07) | | | $ | 0.27 | | | $ | (0.18) | | | | | $ | (0.04) | | | $ | (1.84) | |
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| * 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. |
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| NATIONAL FUEL GAS COMPANY |
| RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS |
| TWELVE MONTHS ENDED SEPTEMBER 30, 2024 |
| (Unaudited) |
| | | | | | | | | | | | | |
| Upstream | | Midstream | | Downstream | | | | | | |
| | | | | | | | | | | | | |
| Exploration & | | Pipeline & | | | | | | | | Corporate / | | |
| (Thousands of Dollars) | Production | | Storage | | Gathering | | Utility | | | | All Other | | Consolidated* |
| Fiscal 2023 GAAP earnings | $ | 232,275 | | | $ | 100,501 | | | $ | 99,724 | | | $ | 48,395 | | | | | $ | (4,029) | | | $ | 476,866 | |
| Items impacting comparability: | | | | | | | | | | | | | |
| Unrealized (gain) loss on derivative asset | 899 | | | | | | | | | | | | | 899 | |
| Tax impact of unrealized (gain) loss on derivative asset | (240) | | | | | | | | | | | | | (240) | |
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| Unrealized (gain) loss on other investments | | | | | | | | | | | (913) | | | (913) | |
Tax impact of unrealized (gain) loss on other investments | | | | | | | | | | | 192 | | | 192 | |
| Fiscal 2023 adjusted operating results | 232,934 | | | 100,501 | | | 99,724 | | | 48,395 | | | | | (4,750) | | | 476,804 | |
| Drivers of adjusted operating results** | | | | | | | | | | | | | |
| Upstream Revenues | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
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| Higher (lower) natural gas production | 39,805 | | | | | | | | | | | | | 39,805 | |
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| Higher (lower) realized natural gas prices, after hedging | (34,033) | | | | | | | | | | | | | (34,033) | |
| | | | | | | | | | | | | |
| Higher (lower) other operating revenues | (3,729) | | | | | | | | | | | | | (3,729) | |
| Midstream Revenues | | | | | | | | | | | | | |
| Higher (lower) operating revenues | | | 26,230 | | | 10,987 | | | | | | | | | 37,217 | |
| Downstream Margins*** | | | | | | | | | | | | | |
Impact of usage and weather | | | | | | | (1,388) | | | | | | | (1,388) | |
| Impact of new rates in Pennsylvania | | | | | | | 18,104 | | | | | | | 18,104 | |
| System modernization and improvement tracker revenues | | | | | | | 7,924 | | | | | | | 7,924 | |
| Regulatory revenue adjustments | | | | | | | (5,299) | | | | | | | (5,299) | |
| Higher (lower) other operating revenues | | | | | | | (2,094) | | | | | | | (2,094) | |
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| Operating Expenses | | | | | | | | | | | | | |
Lower (higher) lease operating and transportation expenses | (13,724) | | | | | | | | | | | | | (13,724) | |
| Lower (higher) operating expenses | (8,908) | | | (7,648) | | | (1,247) | | | (10,747) | | | | | 412 | | | (28,138) | |
| Lower (higher) property, franchise and other taxes | 3,218 | | | (653) | | | | | | | | | | | 2,565 | |
| Lower (higher) depreciation / depletion | (29,074) | | | (2,925) | | | (2,443) | | | (3,011) | | | | | | | (37,453) | |
| Other Income (Expense) | | | | | | | | | | | | | |
| Higher (lower) other income | | | 1,565 | | | | | 1,714 | | | | | (2,027) | | | 1,252 | |
| (Higher) lower interest expense | (4,331) | | | (3,104) | | | 619 | | | (935) | | | | | 1,827 | | | (5,924) | |
| Income Taxes | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Lower (higher) income tax expense / effective tax rate | 7,331 | | | (456) | | | (141) | | | 4,446 | | | | | (491) | | | 10,689 | |
| All other / rounding | 413 | | | (81) | | | (586) | | | (20) | | | | | 427 | | | 153 | |
| Fiscal 2024 adjusted operating results | 189,902 | | | 113,429 | | | 106,913 | | | 57,089 | | | | | (4,602) | | | 462,731 | |
| Items impacting comparability: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Impairment of assets | (473,054) | | | (46,075) | | | | | | | | | | | (519,129) | |
| Tax impact of impairment of assets | 123,955 | | | 12,316 | | | | | | | | | | | 136,271 | |
| Unrealized gain (loss) on derivative asset | (6,548) | | | | | | | | | | | | | (6,548) | |
| Tax impact of unrealized gain (loss) on derivative asset | 1,791 | | | | | | | | | | | | | 1,791 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Unrealized gain (loss) on other investments | | | | | | | | | | | 3,034 | | | 3,034 | |
Tax impact of unrealized gain (loss) on other investments | | | | | | | | | | | (637) | | | (637) | |
| Fiscal 2024 GAAP earnings | $ | (163,954) | | | $ | 79,670 | | | $ | 106,913 | | | $ | 57,089 | | | | | $ | (2,205) | | | $ | 77,513 | |
| | | | | | | | | | | | | |
| * 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. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NATIONAL FUEL GAS COMPANY |
| RECONCILIATION OF CURRENT AND PRIOR YEAR GAAP EARNINGS PER SHARE |
| TWELVE MONTHS ENDED SEPTEMBER 30, 2024 |
| (Unaudited) |
| | | | | | | | | | | | | |
| Upstream | | Midstream | | Downstream | | | | | | |
| | | | | | | | | | | | | |
| Exploration & | | Pipeline & | | | | | | | | Corporate / | | |
| Production | | Storage | | Gathering | | Utility | | | | All Other | | Consolidated* |
| Fiscal 2023 GAAP earnings per share | $ | 2.52 | | | $ | 1.09 | | | $ | 1.08 | | | $ | 0.52 | | | | | $ | (0.04) | | | $ | 5.17 | |
| Items impacting comparability: | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Unrealized (gain) loss on derivative asset, net of tax | 0.01 | | | | | | | | | | | | | 0.01 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Unrealized (gain) loss on other investments, net of tax | | | | | | | | | | | (0.01) | | | (0.01) | |
| Rounding | (0.01) | | | | | | | | | | | 0.01 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Fiscal 2023 adjusted operating results per share | 2.52 | | | 1.09 | | | 1.08 | | | 0.52 | | | | | (0.04) | | | 5.17 | |
| Drivers of adjusted operating results** | | | | | | | | | | | | | |
| Upstream Revenues | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Higher (lower) natural gas production | 0.43 | | | | | | | | | | | | | 0.43 | |
| | | | | | | | | | | | | |
Higher (lower) realized natural gas prices, after hedging | (0.37) | | | | | | | | | | | | | (0.37) | |
| | | | | | | | | | | | | |
| Higher (lower) other operating revenues | (0.04) | | | | | | | | | | | | | (0.04) | |
| Midstream Revenues | | | | | | | | | | | | | |
| Higher (lower) operating revenues | | | 0.28 | | | 0.12 | | | | | | | | | 0.40 | |
| Downstream Margins*** | | | | | | | | | | | | | |
Impact of usage and weather | | | | | | | (0.02) | | | | | | | (0.02) | |
| Impact of new rates in Pennsylvania | | | | | | | 0.20 | | | | | | | 0.20 | |
| | | | | | | | | | | | | |
| System modernization and improvement tracker revenues | | | | | | | 0.09 | | | | | | | 0.09 | |
| Regulatory revenue adjustments | | | | | | | (0.06) | | | | | | | (0.06) | |
| Higher (lower) other operating revenues | | | | | | | (0.02) | | | | | | | (0.02) | |
| Operating Expenses | | | | | | | | | | | | | |
Lower (higher) lease operating and transportation expenses | (0.15) | | | | | | | | | | | | | (0.15) | |
| Lower (higher) operating expenses | (0.10) | | | (0.08) | | | (0.01) | | | (0.12) | | | | | — | | | (0.31) | |
| Lower (higher) property, franchise and other taxes | 0.03 | | | (0.01) | | | | | | | | | | | 0.02 | |
| Lower (higher) depreciation / depletion | (0.31) | | | (0.03) | | | (0.03) | | | (0.03) | | | | | | | (0.40) | |
| Other Income (Expense) | | | | | | | | | | | | | |
| Higher (lower) other income | | | 0.02 | | | | | 0.02 | | | | | (0.02) | | | 0.02 | |
| (Higher) lower interest expense | (0.05) | | | (0.03) | | | 0.01 | | | (0.01) | | | | | 0.02 | | | (0.06) | |
| Income Taxes | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Lower (higher) income tax expense / effective tax rate | 0.08 | | | — | | | — | | | 0.05 | | | | | (0.01) | | | 0.12 | |
| | | | | | | | | | | | | |
| All other / rounding | 0.02 | | | (0.01) | | | (0.01) | | | — | | | | | (0.01) | | | (0.01) | |
| Fiscal 2024 adjusted operating results per share | 2.06 | | | 1.23 | | | 1.16 | | | 0.62 | | | | | (0.06) | | | 5.01 | |
| | | | | | | | | | | | | |
| Items impacting comparability: | | | | | | | | | | | | | |
| Impairment of assets, net of tax | (3.78) | | | (0.37) | | | | | | | | | | | (4.15) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Unrealized gain (loss) on derivative asset, net of tax | (0.05) | | | | | | | | | | | | | (0.05) | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Unrealized gain (loss) on other investments, net of tax | | | | | | | | | | | 0.03 | | | 0.03 | |
| Rounding | (0.01) | | | | | | | | | | | 0.01 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Fiscal 2024 GAAP earnings per share | $ | (1.78) | | | $ | 0.86 | | | $ | 1.16 | | | $ | 0.62 | | | | | $ | (0.02) | | | $ | 0.84 | |
| | | | | | | | | | | | | |
| * 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. |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| | | | | | | | |
| (Thousands of Dollars, except per share amounts) | | | | | | | | |
| Three Months Ended | | Twelve Months Ended | |
| September 30, | | September 30, | |
| (Unaudited) | | (Unaudited) | |
| SUMMARY OF OPERATIONS | 2024 | | 2023 | | 2024 | | 2023 | |
| Operating Revenues: | | | | | | | | |
| Utility Revenues | $ | 79,830 | | | $ | 78,865 | | | $ | 696,807 | | | $ | 941,779 | | |
| Exploration and Production and Other Revenues | 221,540 | | | 220,348 | | | 961,078 | | | 958,455 | | |
| Pipeline and Storage and Gathering Revenues | 70,698 | | | 69,735 | | | 286,925 | | | 273,537 | | |
| 372,068 | | | 368,948 | | | 1,944,810 | | | 2,173,771 | | |
| Operating Expenses: | | | | | | | | |
| Purchased Gas | (17,382) | | | (12,865) | | | 150,062 | | | 437,595 | | |
| Operation and Maintenance: | | | | | | | | |
| Utility | 51,988 | | | 48,354 | | | 218,393 | | | 205,239 | | |
| Exploration and Production and Other | 38,540 | | | 37,955 | | | 141,308 | | | 124,270 | | |
| Pipeline and Storage and Gathering | 45,996 | | | 39,901 | | | 160,317 | | | 149,247 | | |
| Property, Franchise and Other Taxes | 22,216 | | | 20,701 | | | 88,851 | | | 92,700 | | |
| Depreciation, Depletion and Amortization | 108,847 | | | 109,599 | | | 457,026 | | | 409,573 | | |
| Impairment of Assets | 318,433 | | | — | | | 519,129 | | | — | | |
| 568,638 | | | 243,645 | | | 1,735,086 | | | 1,418,624 | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Operating Income (Loss) | (196,570) | | | 125,303 | | | 209,724 | | | 755,147 | | |
| | | | | | | | |
| Other Income (Expense): | | | | | | | | |
| | | | | | | | |
| Other Income (Deductions) | 3,237 | | | 5,384 | | | 16,226 | | | 18,138 | | |
| Interest Expense on Long-Term Debt | (33,008) | | | (28,449) | | | (122,799) | | | (111,948) | | |
| Other Interest Expense | (1,646) | | | (4,453) | | | (15,896) | | | (19,938) | | |
| | | | | | | | |
| Income (Loss) Before Income Taxes | (227,987) | | | 97,785 | | | 87,255 | | | 641,399 | | |
| | | | | | | | |
| Income Tax Expense (Benefit) | (60,366) | | | 24,108 | | | 9,742 | | | 164,533 | | |
| | | | | | | | |
| Net Income (Loss) Available for Common Stock | $ | (167,621) | | | $ | 73,677 | | | $ | 77,513 | | | $ | 476,866 | | |
| | | | | | | | |
| Earnings (Loss) Per Common Share | | | | | | | | |
| Basic | $ | (1.84) | | | $ | 0.80 | | | $ | 0.84 | | | $ | 5.20 | | |
| Diluted | $ | (1.84) | | | $ | 0.80 | | | $ | 0.84 | | | $ | 5.17 | | |
| | | | | | | | |
| Weighted Average Common Shares: | | | | | | | | |
| Used in Basic Calculation | 91,270,386 | | 91,818,933 | | 91,791,167 | | 91,748,890 | |
| Used in Diluted Calculation | 91,270,386 | | 92,378,675 | | 92,344,511 | | 92,285,918 | |
| | | | | | | | | | | |
| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| CONSOLIDATED BALANCE SHEETS |
| (Unaudited) |
| |
| September 30, | | September 30, |
| (Thousands of Dollars) | 2024 | | 2023 |
| ASSETS | | | |
| Property, Plant and Equipment | $14,524,798 | | | $13,635,303 | |
| Less - Accumulated Depreciation, Depletion and Amortization | 7,185,593 | | | 6,335,441 | |
Net Property, Plant and Equipment | 7,339,205 | | | 7,299,862 | |
| | | |
| Current Assets: | | | |
| Cash and Temporary Cash Investments | 38,222 | | | 55,447 | |
| | | |
| Receivables - Net | 127,222 | | | 160,601 | |
| Unbilled Revenue | 15,521 | | | 16,622 | |
| Gas Stored Underground | 35,055 | | | 32,509 | |
| Materials and Supplies - at average cost | 47,670 | | | 48,989 | |
| | | |
| Other Current Assets | 92,229 | | | 100,260 | |
| | | |
Total Current Assets | 355,919 | | | 414,428 | |
| Other Assets: | | | |
| Recoverable Future Taxes | 80,084 | | | 69,045 | |
| Unamortized Debt Expense | 5,604 | | | 7,240 | |
| Other Regulatory Assets | 108,022 | | | 72,138 | |
| Deferred Charges | 69,662 | | | 82,416 | |
| Other Investments | 81,705 | | | 73,976 | |
| Goodwill | 5,476 | | | 5,476 | |
| Prepaid Pension and Post-Retirement Benefit Costs | 180,230 | | | 200,301 | |
| Fair Value of Derivative Financial Instruments | 87,905 | | | 50,487 | |
| Other | 5,958 | | | 4,891 | |
Total Other Assets | 624,646 | | | 565,970 | |
| Total Assets | $8,319,770 | | | $8,280,260 | |
| CAPITALIZATION AND LIABILITIES | | | |
| Capitalization: | | | |
| Comprehensive Shareholders' Equity | | | |
| Common Stock, $1 Par Value Authorized - 200,000,000 Shares; Issued and | | | |
Outstanding - 91,005,993 Shares and 91,819,405 Shares, Respectively | $91,006 | | | $91,819 | |
| Paid in Capital | 1,045,487 | | | 1,040,761 | |
| Earnings Reinvested in the Business | 1,727,326 | | | 1,885,856 | |
| Accumulated Other Comprehensive Loss | (15,476) | | | (55,060) | |
| Total Comprehensive Shareholders' Equity | 2,848,343 | | | 2,963,376 | |
| Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs | 2,188,243 | | | 2,384,485 | |
Total Capitalization | 5,036,586 | | | 5,347,861 | |
| Current and Accrued Liabilities: | | | |
| Notes Payable to Banks and Commercial Paper | 90,700 | | | 287,500 | |
| Current Portion of Long-Term Debt | 500,000 | | | — | |
| Accounts Payable | 165,068 | | | 152,193 | |
| Amounts Payable to Customers | 42,720 | | | 59,019 | |
| Dividends Payable | 46,872 | | | 45,451 | |
| Interest Payable on Long-Term Debt | 27,247 | | | 20,399 | |
| Customer Advances | 19,373 | | | 21,003 | |
| Customer Security Deposits | 36,265 | | | 28,764 | |
| Other Accruals and Current Liabilities | 162,903 | | | 160,974 | |
| Fair Value of Derivative Financial Instruments | 4,744 | | | 31,009 | |
Total Current and Accrued Liabilities | 1,095,892 | | | 806,312 | |
| Other Liabilities: | | | |
| Deferred Income Taxes | 1,111,165 | | | 1,124,170 | |
| Taxes Refundable to Customers | 305,645 | | | 268,562 | |
| Cost of Removal Regulatory Liability | 292,477 | | | 277,694 | |
| Other Regulatory Liabilities | 151,452 | | | 165,441 | |
| Other Post-Retirement Liabilities | 3,511 | | | 2,915 | |
| Asset Retirement Obligations | 203,006 | | | 165,492 | |
| Other Liabilities | 120,036 | | | 121,813 | |
| Total Other Liabilities | 2,187,292 | | | 2,126,087 | |
| Commitments and Contingencies | — | | | — | |
| Total Capitalization and Liabilities | $8,319,770 | | | $8,280,260 | |
| | | | | | | | | | | | | | |
| | | | |
| | | | |
| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| | Twelve Months Ended |
| | September 30, |
| (Thousands of Dollars) | | 2024 | | 2023 |
| | | | |
| Operating Activities: | | | | |
| Net Income Available for Common Stock | | $ | 77,513 | | | $ | 476,866 | |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | | | | |
| | | | |
| Impairment of Assets | | 519,129 | | | — | |
| Depreciation, Depletion and Amortization | | 457,026 | | | 409,573 | |
| Deferred Income Taxes | | (2,610) | | | 151,403 | |
| | | | |
| | | | |
| Stock-Based Compensation | | 22,080 | | | 20,630 | |
| | | | |
| Other | | 24,411 | | | 19,647 | |
| Change in: | | | | |
| Receivables and Unbilled Revenue | | 34,369 | | | 213,579 | |
| Gas Stored Underground and Materials and Supplies | | 1,738 | | | (8,406) | |
| Unrecovered Purchased Gas Costs | | — | | | 99,342 | |
| Other Current Assets | | 8,144 | | | (41,077) | |
| Accounts Payable | | 5,616 | | | (37,095) | |
| Amounts Payable to Customers | | (16,299) | | | 58,600 | |
| Customer Advances | | (1,630) | | | (5,105) | |
| Customer Security Deposits | | 7,501 | | | 4,481 | |
| Other Accruals and Current Liabilities | | 2,637 | | | (67,664) | |
| Other Assets | | (48,183) | | | (26,564) | |
| Other Liabilities | | (25,481) | | | (31,135) | |
| Net Cash Provided by Operating Activities | | $ | 1,065,961 | | | $ | 1,237,075 | |
| | | | |
| Investing Activities: | | | | |
| Capital Expenditures | | $ | (931,236) | | | $ | (1,009,868) | |
| | | | |
| | | | |
| Acquisition of Upstream Assets | | — | | | (124,758) | |
| | | | |
| Sale of Fixed Income Mutual Fund Shares in Grantor Trust | | — | | | 10,000 | |
| Other | | (2,669) | | | 12,279 | |
| Net Cash Used in Investing Activities | | $ | (933,905) | | | $ | (1,112,347) | |
| | | | |
| Financing Activities: | | | | |
| Proceeds from Issuance of Short-Term Note Payable to Bank | | $ | — | | | $ | 250,000 | |
| Repayment of Short-Term Note Payable to Bank | | — | | | (250,000) | |
| Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper | | (196,800) | | | 227,500 | |
| | | | |
| Shares Repurchased Under Repurchase Plan | | (64,086) | | | — | |
| Reduction of Long-Term Debt | | — | | | (549,000) | |
| Net Proceeds From Issuance of Long-Term Debt | | 299,359 | | | 297,306 | |
| Dividends Paid on Common Stock | | (183,798) | | | (176,096) | |
| Net Repurchases of Common Stock Under Stock and Benefit Plans | | (3,956) | | | (6,709) | |
| Net Cash Used in Financing Activities | | $ | (149,281) | | | $ | (206,999) | |
| | | | |
| Net Decrease in Cash, Cash Equivalents, and Restricted Cash | | (17,225) | | | (82,271) | |
| Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | | 55,447 | | | 137,718 | |
| Cash, Cash Equivalents, and Restricted Cash at September 30 | | $ | 38,222 | | | $ | 55,447 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| NATIONAL FUEL GAS COMPANY | | |
| AND SUBSIDIARIES | | |
| | | | | | | | | | | |
| SEGMENT OPERATING RESULTS AND STATISTICS | | |
| (UNAUDITED) | | |
| | | | | | | | | | | |
| UPSTREAM BUSINESS | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended | | Twelve Months Ended | | |
| (Thousands of Dollars, except per share amounts) | September 30, | | September 30, | | |
| EXPLORATION AND PRODUCTION SEGMENT | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance | | |
| Total Operating Revenues | $ | 221,540 | | | $ | 220,348 | | | $ | 1,192 | | | $ | 961,078 | | $ | 958,455 | | $ | 2,623 | | | |
| Operating Expenses: | | | | | | | | | | | |
| Operation and Maintenance: | | | | | | | | | | | |
| General and Administrative Expense | 17,977 | | | 17,163 | | | 814 | | | 71,148 | | 66,074 | | 5,074 | | | |
| Lease Operating and Transportation Expense | 67,611 | | | 64,412 | | | 3,199 | | | 270,927 | | 253,555 | | 17,372 | | | |
| All Other Operation and Maintenance Expense | 2,815 | | | 2,357 | | | 458 | | | 15,529 | | 9,327 | | 6,202 | | | |
| Property, Franchise and Other Taxes | 3,879 | | | 3,775 | | | 104 | | | 13,643 | | 17,717 | | (4,074) | | | |
| Depreciation, Depletion and Amortization | 63,754 | | | 66,394 | | | (2,640) | | | 277,945 | | 241,142 | | 36,803 | | | |
| Impairment of Assets | 272,358 | | | — | | | 272,358 | | | 473,054 | | — | | 473,054 | | | |
| 428,394 | | | 154,101 | | | 274,293 | | | 1,122,246 | | 587,815 | | 534,431 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Operating Income (Loss) | (206,854) | | | 66,247 | | (273,101) | | | (161,168) | | 370,640 | (531,808) | | | |
| | | | | | | | | | | |
| Other Income (Expense): | | | | | | | | | | | |
| | | | | | | | | | | |
| Non-Service Pension and Post-Retirement Benefit Credit | 100 | | | 347 | | | (247) | | | 402 | | 1,389 | | (987) | | | |
| Interest and Other Income (Deductions) | (988) | | | 3,457 | | | (4,445) | | | (1,819) | | 2,359 | | (4,178) | | | |
| | | | | | | | | | | |
| Interest Expense | (14,753) | | | (15,268) | | | 515 | | | (59,799) | | (54,317) | | (5,482) | | | |
| Income (Loss) Before Income Taxes | (222,495) | | | 54,783 | | | (277,278) | | | (222,384) | | 320,071 | | (542,455) | | | |
| Income Tax Expense (Benefit) | (56,020) | | | 18,011 | | | (74,031) | | | (58,430) | | 87,796 | | (146,226) | | | |
| Net Income (Loss) | $ | (166,475) | | | $ | 36,772 | | | $ | (203,247) | | | $ | (163,954) | | $ | 232,275 | | $ | (396,229) | | | |
| Net Income (Loss) Per Share (Diluted) | $ | (1.82) | | | $ | 0.40 | | | $ | (2.22) | | | $ | (1.78) | | $ | 2.52 | | $ | (4.30) | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| | | | | | | | | |
| SEGMENT OPERATING RESULTS AND STATISTICS |
| (UNAUDITED) |
| | | | | | | | | |
| MIDSTREAM BUSINESSES |
| | | | | | | | | |
| Three Months Ended | | Twelve Months Ended |
| (Thousands of Dollars, except per share amounts) | September 30, | | September 30, |
| PIPELINE AND STORAGE SEGMENT | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance |
| Revenues from External Customers | $ | 67,318 | | | $ | 64,846 | | | $ | 2,472 | | | $ | 271,388 | | $ | 259,646 | | $ | 11,742 | |
| Intersegment Revenues | 37,224 | | | 29,192 | | | 8,032 | | | 141,005 | | 119,545 | | 21,460 | |
| Total Operating Revenues | 104,542 | | | 94,038 | | | 10,504 | | | 412,393 | | 379,191 | | 33,202 | |
| Operating Expenses: | | | | | | | | | |
| Purchased Gas | (3) | | | 326 | | | (329) | | | 1,537 | | 1,436 | | 101 | |
| Operation and Maintenance | 33,194 | | | 29,154 | | | 4,040 | | | 116,335 | | 106,654 | | 9,681 | |
| Property, Franchise and Other Taxes | 8,824 | | | 8,322 | | | 502 | | | 34,601 | | 33,774 | | 827 | |
| Depreciation, Depletion and Amortization | 18,373 | | | 17,953 | | | 420 | | | 74,530 | | 70,827 | | 3,703 | |
| Impairment of Assets | 46,075 | | | — | | | 46,075 | | | 46,075 | | — | | 46,075 | |
| 106,463 | | | 55,755 | | | 50,708 | | | 273,078 | | 212,691 | | 60,387 | |
| | | | | | | | | |
| Operating Income (Loss) | (1,921) | | | 38,283 | | | (40,204) | | | 139,315 | | 166,500 | | (27,185) | |
| | | | | | | | | |
| Other Income (Expense): | | | | | | | | | |
| Non-Service Pension and Post-Retirement Benefit Credit | 1,257 | | | 1,330 | | | (73) | | | 5,030 | | 5,319 | | (289) | |
| Interest and Other Income | 2,458 | | | 2,017 | | | 441 | | | 8,798 | | 6,670 | | 2,128 | |
| Interest Expense | (11,730) | | | (10,796) | | | (934) | | | (47,428) | | (43,499) | | (3,929) | |
| Income (Loss) Before Income Taxes | (9,936) | | | 30,834 | | | (40,770) | | | 105,715 | | 134,990 | | (29,275) | |
| Income Tax Expense (Benefit) | (4,124) | | | 7,480 | | | (11,604) | | | 26,045 | | 34,489 | | (8,444) | |
| Net Income (Loss) | $ | (5,812) | | | $ | 23,354 | | | $ | (29,166) | | | $ | 79,670 | | $ | 100,501 | | $ | (20,831) | |
| Net Income (Loss) Per Share (Diluted) | $ | (0.07) | | | $ | 0.25 | | | $ | (0.32) | | | $ | 0.86 | | $ | 1.09 | | $ | (0.23) | |
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| Three Months Ended | | Twelve Months Ended |
| September 30, | | September 30, |
| GATHERING SEGMENT | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance |
| Revenues from External Customers | $ | 3,380 | | | $ | 4,889 | | | $ | (1,509) | | | $ | 15,537 | | $ | 13,891 | | $ | 1,646 | |
| Intersegment Revenues | 54,145 | | | 53,129 | | | 1,016 | | | 228,688 | | 216,426 | | 12,262 | |
| Total Operating Revenues | 57,525 | | | 58,018 | | | (493) | | | 244,225 | | 230,317 | | 13,908 | |
| Operating Expenses: | | | | | | | | | |
| Operation and Maintenance | 13,271 | | | 11,123 | | | 2,148 | | | 45,954 | | 44,375 | | 1,579 | |
| Property, Franchise and Other Taxes | 266 | | | 21 | | | 245 | | | 489 | | 60 | | 429 | |
| Depreciation, Depletion and Amortization | 10,017 | | | 9,111 | | | 906 | | | 38,817 | | 35,725 | | 3,092 | |
| 23,554 | | | 20,255 | | | 3,299 | | | 85,260 | | 80,160 | | 5,100 | |
| | | | | | | | | |
| Operating Income | 33,971 | | | 37,763 | | | (3,792) | | | 158,965 | | 150,157 | | 8,808 | |
| | | | | | | | | |
| Other Income (Expense): | | | | | | | | | |
| Non-Service Pension and Post-Retirement Benefit Credit | 9 | | | 37 | | | (28) | | | 38 | | 150 | | (112) | |
| Interest and Other Income | 76 | | | 75 | | | 1 | | | 333 | | 534 | | (201) | |
| | | | | | | | | |
| Interest Expense | (3,381) | | | (3,433) | | | 52 | | | (14,206) | | (14,989) | | 783 | |
| Income Before Income Taxes | 30,675 | | | 34,442 | | | (3,767) | | | 145,130 | | 135,852 | | 9,278 | |
| Income Tax Expense | 6,272 | | | 7,925 | | | (1,653) | | | 38,217 | | 36,128 | | 2,089 | |
| Net Income | $ | 24,403 | | | $ | 26,517 | | | $ | (2,114) | | | $ | 106,913 | | $ | 99,724 | | $ | 7,189 | |
| Net Income Per Share (Diluted) | $ | 0.27 | | | $ | 0.29 | | | $ | (0.02) | | | $ | 1.16 | | $ | 1.08 | | $ | 0.08 | |
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| | | | | | | | | |
| SEGMENT OPERATING RESULTS AND STATISTICS |
| (UNAUDITED) |
| | | | | | | | | |
| DOWNSTREAM BUSINESS |
| | | | | | | | | |
| | | | | | | | | |
| Three Months Ended | | Twelve Months Ended |
| (Thousands of Dollars, except per share amounts) | September 30, | | September 30, |
| UTILITY SEGMENT | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance |
| Revenues from External Customers | $ | 79,830 | | | $ | 78,865 | | | $ | 965 | | | $ | 696,807 | | $ | 941,779 | | $ | (244,972) | |
| Intersegment Revenues | 77 | | | 81 | | | (4) | | | 555 | | 581 | | (26) | |
| Total Operating Revenues | 79,907 | | | 78,946 | | | 961 | | | 697,362 | | 942,360 | | (244,998) | |
| Operating Expenses: | | | | | | | | | |
| Purchased Gas | 18,232 | | | 14,743 | | | 3,489 | | | 283,215 | | 548,195 | | (264,980) | |
| Operation and Maintenance | 52,882 | | | 49,056 | | | 3,826 | | | 222,142 | | 208,539 | | 13,603 | |
| Property, Franchise and Other Taxes | 9,021 | | | 8,454 | | | 567 | | | 39,492 | | 40,624 | | (1,132) | |
| Depreciation, Depletion and Amortization | 16,583 | | | 16,026 | | | 557 | | | 65,261 | | 61,450 | | 3,811 | |
| 96,718 | | | 88,279 | | | 8,439 | | | 610,110 | | 858,808 | | (248,698) | |
| | | | | | | | | |
| Operating Income (Loss) | (16,811) | | | (9,333) | | | (7,478) | | | 87,252 | | 83,552 | | 3,700 | |
| | | | | | | | | |
| Other Income (Expense): | | | | | | | | | |
| Non-Service Pension and Post-Retirement Benefit Credit | 251 | | | 9 | | | 242 | | | 2,040 | | 4 | | 2,036 | |
| Interest and Other Income | 1,740 | | | 1,437 | | | 303 | | | 6,475 | | 6,339 | | 136 | |
| Interest Expense | (9,325) | | | (8,041) | | | (1,284) | | | (34,727) | | (34,233) | | (494) | |
| Income (Loss) Before Income Taxes | (24,145) | | | (15,928) | | | (8,217) | | | 61,040 | | 55,662 | | 5,378 | |
| Income Tax Expense (Benefit) | (7,386) | | | (8,749) | | | 1,363 | | | 3,951 | | 7,267 | | (3,316) | |
| Net Income (Loss) | $ | (16,759) | | | $ | (7,179) | | | $ | (9,580) | | | $ | 57,089 | | $ | 48,395 | | $ | 8,694 | |
| Net Income (Loss) Per Share (Diluted) | $ | (0.18) | | | $ | (0.08) | | | $ | (0.10) | | | $ | 0.62 | | $ | 0.52 | | $ | 0.10 | |
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| | | | | | | | | | | |
| NATIONAL FUEL GAS COMPANY | | |
| AND SUBSIDIARIES | | |
| | | | | | | | | | | |
| SEGMENT OPERATING RESULTS AND STATISTICS | | |
| (UNAUDITED) | | |
| | | | | | | | | | | |
| Three Months Ended | | Twelve Months Ended | | |
| (Thousands of Dollars, except per share amounts) | September 30, | | September 30, | | |
| ALL OTHER | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance | | |
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| Total Operating Revenues | $ | — | | | $ | — | | | $ | — | | | $ | — | | $ | — | | $ | — | | | |
| Operating Expenses: | | | | | | | | | | | |
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| Operation and Maintenance | 17 | | | — | | | 17 | | | 17 | | 21 | | (4) | | | |
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| 17 | | | — | | | 17 | | | 17 | | 21 | | (4) | | | |
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| Operating Loss | (17) | | | — | | | (17) | | | (17) | | (21) | | 4 | | | |
| Other Income (Expense): | | | | | | | | | | | |
| | | | | | | | | | | |
| Interest and Other Income (Deductions) | (227) | | | (66) | | | (161) | | | (412) | | (517) | | 105 | | | |
| Interest Expense | (112) | | | (68) | | | (44) | | | (374) | | (157) | | (217) | | | |
| Loss before Income Taxes | (356) | | | (134) | | | (222) | | | (803) | | (695) | | (108) | | | |
| Income Tax Benefit | (81) | | | (33) | | | (48) | | | (186) | | (164) | | (22) | | | |
| Net Loss | $ | (275) | | | $ | (101) | | | $ | (174) | | | $ | (617) | | $ | (531) | | $ | (86) | | | |
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| Net Loss Per Share (Diluted) | $ | (0.01) | | | $ | — | | | $ | (0.01) | | | $ | — | | $ | — | | $ | — | | | |
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| Three Months Ended | | Twelve Months Ended | | |
| September 30, | | September 30, | | |
| CORPORATE | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance | | |
| Revenues from External Customers | $ | — | | | $ | — | | | $ | — | | | $ | — | | $ | — | | $ | — | | | |
| Intersegment Revenues | 1,216 | | | 932 | | | 284 | | | 5,073 | | 4,388 | | 685 | | | |
| Total Operating Revenues | 1,216 | | | 932 | | | 284 | | | 5,073 | | 4,388 | | 685 | | | |
| Operating Expenses: | | | | | | | | | | | |
| Operation and Maintenance | 5,808 | | | 8,345 | | | (2,537) | | | 18,597 | | 19,115 | | (518) | | | |
| Property, Franchise and Other Taxes | 226 | | | 129 | | | 97 | | | 626 | | 525 | | 101 | | | |
| Depreciation, Depletion and Amortization | 120 | | | 115 | | | 5 | | | 473 | | 429 | | 44 | | | |
| 6,154 | | | 8,589 | | | (2,435) | | | 19,696 | | 20,069 | | (373) | | | |
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| Operating Loss | (4,938) | | | (7,657) | | | 2,719 | | | (14,623) | | (15,681) | | 1,058 | | | |
| Other Income (Expense): | | | | | | | | | | | |
| Non-Service Pension and Post-Retirement Benefit Costs | (386) | | | (354) | | | (32) | | | (1,548) | | (1,417) | | (131) | | | |
| Interest and Other Income | 40,938 | | | 36,337 | | | 4,601 | | | 161,225 | | 147,935 | | 13,290 | | | |
| Interest Expense on Long-Term Debt | (33,008) | | | (28,449) | | | (4,559) | | | (122,799) | | (111,948) | | (10,851) | | | |
| Other Interest Expense | (4,336) | | | (6,089) | | | 1,753 | | | (23,698) | | (23,370) | | (328) | | | |
| Loss before Income Taxes | (1,730) | | | (6,212) | | | 4,482 | | | (1,443) | | (4,481) | | 3,038 | | | |
| Income Tax Expense (Benefit) | 973 | | | (526) | | | 1,499 | | | 145 | | (983) | | 1,128 | | | |
| Net Loss | $ | (2,703) | | | $ | (5,686) | | | $ | 2,983 | | | $ | (1,588) | | $ | (3,498) | | $ | 1,910 | | | |
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| Net Loss Per Share (Diluted) | $ | (0.03) | | | $ | (0.06) | | | $ | 0.03 | | | $ | (0.02) | | $ | (0.04) | | $ | 0.02 | | | |
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| Three Months Ended | | Twelve Months Ended | | |
| September 30, | | September 30, | | |
| INTERSEGMENT ELIMINATIONS | 2024 | | 2023 | | Variance | | 2024 | 2023 | Variance | | |
| Intersegment Revenues | $ | (92,662) | | | $ | (83,334) | | | $ | (9,328) | | | $ | (375,321) | | $ | (340,940) | | $ | (34,381) | | | |
| Operating Expenses: | | | | | | | | | | | |
| Purchased Gas | (35,611) | | | (27,934) | | | (7,677) | | | (134,690) | | (112,036) | | (22,654) | | | |
| Operation and Maintenance | (57,051) | | | (55,400) | | | (1,651) | | | (240,631) | | (228,904) | | (11,727) | | | |
| (92,662) | | | (83,334) | | | (9,328) | | | (375,321) | | (340,940) | | (34,381) | | | |
| Operating Income | — | | | — | | | — | | | — | | — | | — | | | |
| Other Income (Expense): | | | | | | | | | | | |
| Interest and Other Deductions | (41,991) | | | (39,242) | | | (2,749) | | | (164,336) | | (150,627) | | (13,709) | | | |
| Interest Expense | 41,991 | | | 39,242 | | | 2,749 | | | 164,336 | | 150,627 | | 13,709 | | | |
| Net Income | $ | — | | | $ | — | | | $ | — | | | $ | — | | $ | — | | $ | — | | | |
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| Net Income Per Share (Diluted) | $ | — | | | $ | — | | | $ | — | | | $ | — | | $ | — | | $ | — | | | |
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| | | | | | | | | | | |
| SEGMENT INFORMATION (Continued) |
| (Thousands of Dollars) |
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| Three Months Ended | | Twelve Months Ended |
| September 30, | | September 30, |
| (Unaudited) | | (Unaudited) |
| | | | | Increase | | | | | | Increase |
| 2024 | | 2023 | | (Decrease) | | 2024 | | 2023 | | (Decrease) |
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| Capital Expenditures: | | | | | | | | | | | |
Exploration and Production(1) | $ | 136,529 | | (2) | $ | 144,938 | | (3) | $ | (8,409) | | | $ | 536,349 | | (2)(3) | $ | 737,725 | | (3)(4) | $ | (201,376) | |
| Pipeline and Storage | 42,039 | | (2) | 75,109 | | (3) | (33,070) | | | 110,830 | | (2)(3) | 141,877 | | (3)(4) | (31,047) | |
| Gathering | 40,163 | | (2) | 47,917 | | (3) | (7,754) | | | 109,251 | | (2)(3) | 103,295 | | (3)(4) | 5,956 | |
| Utility | 67,108 | | (2) | 51,246 | | (3) | 15,862 | | | 184,615 | | (2)(3) | 139,922 | | (3)(4) | 44,693 | |
| Total Reportable Segments | 285,839 | | | 319,210 | | | (33,371) | | | 941,045 | | | 1,122,819 | | | (181,774) | |
| All Other | — | | | — | | | — | | | — | | | — | | | — | |
| Corporate | 717 | | | 305 | | | 412 | | | 970 | | | 754 | | | 216 | |
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| Total Capital Expenditures | $ | 286,556 | | | $ | 319,515 | | | $ | (32,959) | | | $ | 942,015 | | | $ | 1,123,573 | | | $ | (181,558) | |
(1)The year ended September 30, 2024 includes $6.2 million related to the acquisition of assets from UGI. The year ended September 30, 2023 includes $124.8 million related to the acquisition of upstream assets acquired from SWN, as well as $25.0 million related to the acquisition of assets from EXCO and UGI. The acquisition cost for the assets acquired from SWN is reported as a component of Acquisition of Upstream Assets on the Consolidated Statement of Cash Flows. Non-acquisition capital expenditures were $530.1 million in fiscal 2024 and $587.9 million in fiscal 2023, a decrease of $57.8 million.
(2)Capital expenditures for the quarter and year ended September 30, 2024, include accounts payable and accrued liabilities related to 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 have been excluded from the Consolidated Statement of Cash Flows at September 30, 2024, since they represent non-cash investing activities at that date.
(3)Capital expenditures for the year ended September 30, 2024, exclude capital expenditures of $43.2 million, $31.8 million, $20.6 million and $13.6 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2023 and paid during the year ended September 30, 2024. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2023, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at September 30, 2024.
(4)Capital expenditures for the year ended September 30, 2023, exclude capital expenditures of $83.0 million, $15.2 million, $10.7 million and $11.4 million in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Utility segment, respectively. These amounts were in accounts payable and accrued liabilities at September 30, 2022 and paid during the year ended September 30, 2023. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2022, since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at September 30, 2023.
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| DEGREE DAYS | | | | | | | | | |
| | | | | | | Percent Colder |
| | | | | | | (Warmer) Than: |
| Three Months Ended September 30, | Normal | | 2024 | | 2023 | | Normal (1) | | Last Year (1) |
| Buffalo, NY | 162 | | 34 | | 61 | | (79.0) | | | (44.3) | |
Erie, PA(2) | 78 | | 23 | | 59 | | (70.5) | | | (61.0) | |
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| Twelve Months Ended September 30, | | | | | | | | | |
| Buffalo, NY | 6,653 | | 5,162 | | 5,717 | | (22.4) | | | (9.7) | |
Erie, PA(2) | 5,805 | | 4,782 | | 5,493 | | (17.6) | | | (12.9) | |
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(1)Percents compare actual 2024 degree days to normal degree days and actual 2024 degree days to actual 2023 degree days.
(2)Normal degree days changed from NOAA 30-year degree days to NOAA 15-year degree days with the implementation of new base rates in Pennsylvania in August 2023.
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
| | | | | | | | | | | | |
| EXPLORATION AND PRODUCTION INFORMATION |
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| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
| | | | | | Increase | | | | | | Increase |
| | 2024 | | 2023 | | (Decrease) | | 2024 | | 2023 | | (Decrease) |
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| Gas Production/Prices: | | | | | | | | | | | | |
| Production (MMcf) | | | | | | | | | | | | |
| Appalachia | | 91,902 | | | 93,709 | | | (1,807) | | | 392,047 | | | 372,271 | | | 19,776 | |
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| Average Prices (Per Mcf) | | | | | | | | | | | | |
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| Weighted Average | | $ | 1.73 | | | $ | 1.99 | | | $ | (0.26) | | | $ | 1.88 | | | $ | 2.78 | | | $ | (0.90) | |
| Weighted Average after Hedging | | 2.40 | | | 2.33 | | | 0.07 | | | 2.44 | | | 2.55 | | | (0.11) | |
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| Selected Operating Performance Statistics: | | | | | | | | | | | | |
General and Administrative Expense per Mcf (1) | | $ | 0.20 | | | $ | 0.18 | | | $ | 0.02 | | | $ | 0.18 | | | $ | 0.18 | | | $ | — | |
Lease Operating and Transportation Expense per Mcf (1)(2) | | $ | 0.74 | | | $ | 0.69 | | | $ | 0.05 | | | $ | 0.69 | | | $ | 0.68 | | | $ | 0.01 | |
Depreciation, Depletion and Amortization per Mcf (1) | | $ | 0.69 | | | $ | 0.71 | | | $ | (0.02) | | | $ | 0.71 | | | $ | 0.65 | | | $ | 0.06 | |
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(1)Refer to page 16 for the General and Administrative Expense, Lease Operating and Transportation Expense and Depreciation, Depletion, and Amortization Expense for the Exploration and Production segment.
(2)Amounts include transportation expense of $0.57 and $0.55 per Mcf for the three months ended September 30, 2024 and September 30, 2023, respectively. Amounts include transportation expense of $0.57 per Mcf for the twelve months ended September 30, 2024 and September 30, 2023.
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
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| EXPLORATION AND PRODUCTION INFORMATION |
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| Hedging Summary for Fiscal 2025 | | Volume | | | Average Hedge Price |
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| Gas Swaps | | | | | | |
| NYMEX | | 127,030,000 | | MMBTU | | $ | 3.46 / MMBTU |
| No Cost Collars | | 57,085,000 | | MMBTU | | $ | 3.44 / MMBTU (Floor) / $4.54 / MMBTU (Ceiling) |
| Fixed Price Physical Sales | | 80,398,595 | | MMBTU | | $ | 2.48 / MMBTU |
| Total | | 264,513,595 | | MMBTU | | | |
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| Hedging Summary for Fiscal 2026 | | Volume | | | Average Hedge Price |
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| Gas Swaps | | | | | | |
| NYMEX | | 52,065,000 | | MMBTU | | $ | 3.84 / MMBTU |
| No Cost Collars | | 59,275,000 | | MMBTU | | $ | 3.45 / MMBTU (Floor) / $4.58 / MMBTU (Ceiling) |
| Fixed Price Physical Sales | | 76,656,505 | | MMBTU | | $ | 2.44 / MMBTU |
| Total | | 187,996,505 | | MMBTU | | | |
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| Hedging Summary for Fiscal 2027 | | Volume | | | Average Hedge Price |
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| Gas Swaps | | | | | | |
| NYMEX | | 36,810,000 | | MMBTU | | $ | 3.92 / MMBTU |
| No Cost Collars | | 14,120,000 | | MMBTU | | $ | 3.31 / MMBTU (Floor) / $4.19 / MMBTU (Ceiling) |
| Fixed Price Physical Sales | | 59,128,595 | | MMBTU | | $ | 2.50 / MMBTU |
| Total | | 110,058,595 | | MMBTU | | | |
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| Hedging Summary for Fiscal 2028 | | Volume | | | Average Hedge Price |
| Gas Swaps | | | | | | |
| NYMEX | | 9,630,000 | | MMBTU | | $ | 3.67 / MMBTU |
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| No Cost Collars | | 1,880,000 | | MMBTU | | $ | 3.26 / MMBTU (Floor) / $4.00 / MMBTU (Ceiling) |
| Fixed Price Physical Sales | | 22,011,060 | | MMBTU | | $ | 2.68 / MMBTU |
| Total | | 33,521,060 | | MMBTU | | | |
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| Hedging Summary for Fiscal 2029 | | Volume | | | Average Hedge Price |
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| NYMEX | | 1,500,000 | | MMBTU | | $ | 3.53 / MMBTU |
| Fixed Price Physical Sales | | 7,050,570 | | MMBTU | | $ | 2.88 / MMBTU |
| Total | | 8,550,570 | | MMBTU | | | |
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| Hedging Summary for Fiscal 2030 | | Volume | | | Average Hedge Price |
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| Fixed Price Physical Sales | | 266,194 | | MMBTU | | $ | 2.92 / MMBTU |
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
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| EXPLORATION AND PRODUCTION INFORMATION |
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| Reserve Quantity Information |
| (Unaudited) |
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| U.S. | | |
| Appalachian Region | | |
| Gas | | Oil | | Total | | |
| (MMcf) | | (Mbbl) | | (MMcfe) | | |
| Proved Developed and Undeveloped Reserves: | | | | | | | |
| September 30, 2023 | 4,535,084 | | | 216 | | | 4,536,380 | | | |
| Extensions and Discoveries | 601,679 | | | — | | | 601,679 | | | |
| Revisions of Previous Estimates | 7,046 | | | 8 | | | 7,092 | | | |
| Production | (392,047) | | | (31) | | | (392,230) | | | |
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| September 30, 2024 | 4,751,762 | | | 193 | | | 4,752,921 | | | |
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| Proved Developed Reserves: | | | | | | | |
| September 30, 2023 | 3,550,034 | | | 216 | | | 3,551,330 | | | |
| September 30, 2024 | 3,484,852 | | | 193 | | | 3,486,010 | | | |
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| NATIONAL FUEL GAS COMPANY |
| AND SUBSIDIARIES |
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| Pipeline and Storage Throughput - (millions of cubic feet - MMcf) | | | | |
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| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
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| Firm Transportation - Affiliated | | 16,412 | | | 17,589 | | | (1,177) | | | 108,845 | | | 126,500 | | | (17,655) | |
| Firm Transportation - Non-Affiliated | | 150,126 | | | 161,750 | | | (11,624) | | | 648,562 | | | 689,984 | | | (41,422) | |
| Interruptible Transportation | | 283 | | | 168 | | | 115 | | | 1,791 | | | 2,192 | | | (401) | |
| | 166,821 | | | 179,507 | | | (12,686) | | | 759,198 | | | 818,676 | | | (59,478) | |
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| Gathering Volume - (MMcf) | | | | | | | | | | | | |
| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
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| | 2024 | | 2023 | | (Decrease) | | 2024 | | 2023 | | (Decrease) |
| Gathered Volume | | 112,856 | | | 117,260 | | | (4,404) | | | 480,688 | | | 453,338 | | | 27,350 | |
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| Utility Throughput - (MMcf) | | | | | | | | | | | | |
| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
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| | 2024 | | 2023 | | (Decrease) | | 2024 | | 2023 | | (Decrease) |
| Retail Sales: | | | | | | | | | | | | |
| Residential Sales | | 3,590 | | | 3,765 | | | (175) | | | 56,758 | | | 61,401 | | | (4,643) | |
| Commercial Sales | | 588 | | | 530 | | | 58 | | | 8,989 | | | 9,342 | | | (353) | |
| Industrial Sales | | 54 | | | 42 | | | 12 | | | 444 | | | 548 | | | (104) | |
| | 4,232 | | | 4,337 | | | (105) | | | 66,191 | | | 71,291 | | | (5,100) | |
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| Transportation | | 9,313 | | | 9,419 | | | (106) | | | 62,297 | | | 62,986 | | | (689) | |
| | 13,545 | | | 13,756 | | | (211) | | | 128,488 | | | 134,277 | | | (5,789) | |
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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 twelve months ended September 30, 2024 and 2023:
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| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
| (in thousands except per share amounts) | | 2024 | | 2023 | | 2024 | | 2023 |
| Reported GAAP Earnings | | $ | (167,621) | | | $ | 73,677 | | | $ | 77,513 | | | $ | 476,866 | |
Items impacting comparability: | | | | | | | | |
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| Impairment of assets (E&P / Pipeline & Storage) | | 318,433 | | | — | | | 519,129 | | | — | |
| Tax impact of impairment of assets | | (80,585) | | | — | | | (136,271) | | | — | |
| Unrealized (gain) loss on derivative asset (E&P) | | 1,700 | | | (2,803) | | | 6,548 | | | 899 | |
| Tax impact of unrealized (gain) loss on derivative asset | | (461) | | | 775 | | | (1,791) | | | (240) | |
| Unrealized (gain) loss on other investments (Corporate / All Other) | | (1,232) | | | 719 | | | (3,034) | | | (913) | |
| Tax impact of unrealized (gain) loss on other investments | | 258 | | | (151) | | | 637 | | | 192 | |
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| Adjusted Operating Results | | $ | 70,492 | | | $ | 72,217 | | | $ | 462,731 | | | $ | 476,804 | |
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| Reported GAAP Earnings Per Share | | $ | (1.84) | | | $ | 0.80 | | | $ | 0.84 | | | $ | 5.17 | |
Items impacting comparability: | | | | | | | | |
| Impairment of assets, net of tax (E&P / Pipeline & Storage) | | 2.61 | | | — | | | 4.15 | | | — | |
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| Unrealized (gain) loss on derivative asset, net of tax (E&P) | | 0.01 | | | (0.02) | | | 0.05 | | | 0.01 | |
| Unrealized (gain) loss on other investments, net of tax (Corporate / All Other) | | (0.01) | | | 0.01 | | | (0.03) | | | (0.01) | |
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| Rounding | | — | | | (0.01) | | | — | | | — | |
| Adjusted Operating Results Per Share | | $ | 0.77 | | | $ | 0.78 | | | $ | 5.01 | | | $ | 5.17 | |
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 twelve months ended September 30, 2024 and 2023:
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| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
| (in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
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| Reported GAAP Earnings | | $ | (167,621) | | | $ | 73,677 | | | $ | 77,513 | | | $ | 476,866 | |
| Depreciation, Depletion and Amortization | | 108,847 | | | 109,599 | | | 457,026 | | | 409,573 | |
| Other (Income) Deductions | | (3,237) | | | (5,384) | | | (16,226) | | | (18,138) | |
| Interest Expense | | 34,654 | | | 32,902 | | | 138,695 | | | 131,886 | |
| Income Taxes | | (60,366) | | | 24,108 | | | 9,742 | | | 164,533 | |
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| Impairment of Assets | | 318,433 | | | — | | | 519,129 | | | — | |
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| Adjusted EBITDA | | $ | 230,710 | | | $ | 234,902 | | | $ | 1,185,879 | | | $ | 1,164,720 | |
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| Adjusted EBITDA by Segment | | | | | | | | |
| Pipeline and Storage Adjusted EBITDA | | $ | 62,527 | | | $ | 56,236 | | | $ | 259,920 | | | $ | 237,327 | |
| Gathering Adjusted EBITDA | | 43,988 | | | 46,874 | | | 197,782 | | | 185,882 | |
| Total Midstream Businesses Adjusted EBITDA | | 106,515 | | | 103,110 | | | 457,702 | | | 423,209 | |
| Exploration and Production Adjusted EBITDA | | 129,258 | | | 132,641 | | | 589,831 | | | 611,782 | |
| Utility Adjusted EBITDA | | (228) | | | 6,693 | | | 152,513 | | | 145,002 | |
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| Corporate and All Other Adjusted EBITDA | | (4,835) | | | (7,542) | | | (14,167) | | | (15,273) | |
| Total Adjusted EBITDA | | $ | 230,710 | | | $ | 234,902 | | | $ | 1,185,879 | | | $ | 1,164,720 | |
NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
SEGMENT ADJUSTED EBITDA
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Twelve Months Ended |
| | September 30, | | September 30, |
| (in thousands) | | 2024 | | 2023 | | 2024 | | 2023 |
| Exploration and Production Segment | | | | | | | | |
| Reported GAAP Earnings | | $ | (166,475) | | | $ | 36,772 | | | $ | (163,954) | | | $ | 232,275 | |
| Depreciation, Depletion and Amortization | | 63,754 | | | 66,394 | | | 277,945 | | | 241,142 | |
| Other (Income) Deductions | | 888 | | | (3,804) | | | 1,417 | | | (3,748) | |
| Interest Expense | | 14,753 | | | 15,268 | | | 59,799 | | | 54,317 | |
| Income Taxes | | (56,020) | | | 18,011 | | | (58,430) | | | 87,796 | |
| Impairment of Assets | | 272,358 | | | — | | | 473,054 | | | — | |
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| Adjusted EBITDA | | $ | 129,258 | | | $ | 132,641 | | | $ | 589,831 | | | $ | 611,782 | |
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| Pipeline and Storage Segment | | | | | | | | |
| Reported GAAP Earnings | | $ | (5,812) | | | $ | 23,354 | | | $ | 79,670 | | | $ | 100,501 | |
| Depreciation, Depletion and Amortization | | 18,373 | | | 17,953 | | | 74,530 | | | 70,827 | |
| Other (Income) Deductions | | (3,715) | | | (3,347) | | | (13,828) | | | (11,989) | |
| Interest Expense | | 11,730 | | | 10,796 | | | 47,428 | | | 43,499 | |
| Income Taxes | | (4,124) | | | 7,480 | | | 26,045 | | | 34,489 | |
| Impairment of Assets | | 46,075 | | | — | | | 46,075 | | | — | |
| Adjusted EBITDA | | $ | 62,527 | | | $ | 56,236 | | | $ | 259,920 | | | $ | 237,327 | |
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| Gathering Segment | | | | | | | | |
| Reported GAAP Earnings | | $ | 24,403 | | | $ | 26,517 | | | $ | 106,913 | | | $ | 99,724 | |
| Depreciation, Depletion and Amortization | | 10,017 | | | 9,111 | | | 38,817 | | | 35,725 | |
| Other (Income) Deductions | | (85) | | | (112) | | | (371) | | | (684) | |
| Interest Expense | | 3,381 | | | 3,433 | | | 14,206 | | | 14,989 | |
| Income Taxes | | 6,272 | | | 7,925 | | | 38,217 | | | 36,128 | |
| Adjusted EBITDA | | $ | 43,988 | | | $ | 46,874 | | | $ | 197,782 | | | $ | 185,882 | |
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| Utility Segment | | | | | | | | |
| Reported GAAP Earnings | | $ | (16,759) | | | $ | (7,179) | | | $ | 57,089 | | | $ | 48,395 | |
| Depreciation, Depletion and Amortization | | 16,583 | | | 16,026 | | | 65,261 | | | 61,450 | |
| Other (Income) Deductions | | (1,991) | | | (1,446) | | | (8,515) | | | (6,343) | |
| Interest Expense | | 9,325 | | | 8,041 | | | 34,727 | | | 34,233 | |
| Income Taxes | | (7,386) | | | (8,749) | | | 3,951 | | | 7,267 | |
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| Adjusted EBITDA | | $ | (228) | | | $ | 6,693 | | | $ | 152,513 | | | $ | 145,002 | |
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| Corporate and All Other | | | | | | | | |
| Reported GAAP Earnings | | $ | (2,978) | | | $ | (5,787) | | | $ | (2,205) | | | $ | (4,029) | |
| Depreciation, Depletion and Amortization | | 120 | | | 115 | | | 473 | | | 429 | |
| Other (Income) Deductions | | 1,666 | | | 3,325 | | | 5,071 | | | 4,626 | |
| Interest Expense | | (4,535) | | | (4,636) | | | (17,465) | | | (15,152) | |
| Income Taxes | | 892 | | | (559) | | | (41) | | | (1,147) | |
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| Adjusted EBITDA | | $ | (4,835) | | | $ | (7,542) | | | $ | (14,167) | | | $ | (15,273) | |
NATIONAL FUEL GAS COMPANY
AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES
FREE CASH FLOW
Management defines free cash flow as net cash provided by operating activities, less net cash used in investing activities, adjusted for acquisitions and divestitures. The following table reconciles National Fuel's free cash flow to Net Cash Provided by Operating Activities on the Consolidated Statement of Cash Flows for the twelve months ended September 30, 2024 and 2023:
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| | | | |
| | Twelve Months Ended |
| | September 30, |
| (in thousands) | | 2024 | | 2023 |
| | | | |
| Net Cash Provided by Operating Activities | | $ | 1,065,961 | | | $ | 1,237,075 | |
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| Less: | | | | |
| Net Cash Used in Investing Activities | | 933,905 | | | 1,112,347 | |
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| | 132,056 | | | 124,728 | |
| Plus: | | | | |
| Acquisitions | | — | | | 124,758 | |
Upstream Acquisitions Included in Capital Expenditures(1) | | 6,178 | | | 25,057 | |
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| Free Cash Flow | | $ | 138,234 | | | $ | 274,543 | |
(1)Amount for the year ended September 30, 3024 of $6.2 million relates to the acquisition of assets from UGI. Amount for the year ended September 30, 2023 of $25.0 million relates to the acquisition of assets from EXCO and UGI. Both of these amounts are included in Capital Expenditures on the Consolidated Statement of Cash Flows for the respective periods.
The Company is unable to provide a reconciliation of any projected free cash flow measure to its comparable GAAP financial measure without unreasonable efforts. This is due to an inability to calculate the comparable GAAP projected metrics, including operating income and total production costs, given the unknown effect, timing, and potential significance of certain income statement items.
v3.24.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
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dei_AmendmentFlag |
| Namespace Prefix: |
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| Data Type: |
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| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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