Blog: NATIONAL FUEL GAS CO : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure.

On August 4, 2022, National Fuel Gas Company (the “Company”) updated its
Investor Presentation. A copy of the presentation is furnished as part of this
Current Report as Exhibit 99.

Neither the furnishing of the presentation as an exhibit to this Current Report
nor the inclusion in such presentation 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 presentation furnished as part of
this Current Report as Exhibit 99 contains certain non-GAAP financial measures.
The Company believes that such non-GAAP financial measures are useful to
investors because they provide an alternative method for assessing the Company’s
operating results in a manner that is focused on the performance of the
Company’s ongoing operations, for measuring the Company’s cash flow and
liquidity, and for comparing the Company’s financial performance to other
companies. The Company’s management uses these non-GAAP financial measures for
the same purpose, and for planning and forecasting purposes. The presentation of
non-GAAP financial measures is not meant to be a substitute for financial
measures prepared in accordance with GAAP.

Certain statements contained herein or in the press release furnished as part of
this Current Report, including statements regarding estimated future earnings
and statements that are identified by the use of the words “anticipates,”
“estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,”
“believes,” “seeks,” “will” and “may” and similar expressions, are
“forward-looking statements” as defined by the Private Securities Litigation
Reform Act of 1995. There can be no assurance that the Company’s projections
will in fact be achieved nor do these projections reflect any acquisitions or
divestitures that may occur in the future. While the Company’s expectations,
beliefs and projections are expressed in good faith and are believed to have a
reasonable basis, actual results may differ materially from those projected in
forward-looking statements. Furthermore, each forward-looking statement speaks
only as of the date on which it is made. In addition to other factors, the
following are important factors that could cause actual results to differ
materially from those discussed in the forward-looking statements: changes in
laws, regulations or judicial interpretations to which the Company is subject,
including those involving derivatives, taxes, safety, employment, climate
change, other environmental matters, real property, and exploration and
production activities such as hydraulic fracturing; governmental/regulatory
actions, initiatives and proceedings, including those involving rate cases
(which address, among other things, target rates of return, rate design and
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 and global, national or
regional recessions,


and their effect on the demand for, and customers’ ability to pay for, the
Company’s products and services; changes in the price of natural gas; the
creditworthiness or performance of the Company’s key suppliers, customers and
counterparties; the length and severity of the ongoing COVID-19 pandemic,
including its impacts across our businesses on demand, operations, global supply
chains and liquidity; 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; impairments
under the SEC’s full cost ceiling test for natural gas; increased costs or
delays or changes in plans with respect to Company projects or related projects
of other companies, including disruptions due to the COVID-19 pandemic, as well
as difficulties or delays in obtaining necessary governmental approvals, permits
or orders or in obtaining the cooperation of interconnecting facility operators;
the Company’s ability to complete planned strategic transactions; the Company’s
ability to successfully integrate acquired assets and achieve expected cost
synergies; 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, title disputes,
weather conditions, 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; 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 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; significant differences between the Company’s projected and actual
capital expenditures and operating expenses; or increasing costs of insurance,
changes in coverage and the ability to obtain insurance. The Company disclaims
any obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.


Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits

Exhibit 99        Investor Presentation dated August 2022

Exhibit 104     Cover Page Interactive Data File (embedded within the Inline XBRL


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