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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 3,
2022
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey |
1-3880 |
13-1086010 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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6363 Main Street |
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Williamsville, |
New York |
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14221 |
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(Address of principal executive offices) |
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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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 3, 2022, National Fuel Gas Company (the “Company”)
issued a press release regarding its earnings for the quarter and
fiscal year ended September 30, 2022. A copy of the press release
is furnished as part of this Current Report as Exhibit
99.
Neither the furnishing of the press release as an exhibit to this
Current Report nor the inclusion in such press release of any
reference to the Company’s internet address shall, under any
circumstances, be deemed to incorporate the information available
at such internet address into this Current Report. The information
available at the Company’s internet address is not part of this
Current Report or any other report filed or furnished by the
Company with the Securities and Exchange Commission.
In addition to financial measures calculated in accordance with
generally accepted accounting principles (“GAAP”), the press
release furnished as part of this Current Report as Exhibit 99
contains certain non-GAAP financial measures. The Company believes
that such non-GAAP financial measures are useful to investors
because they provide an alternative method for assessing the
Company’s operating results in a manner that is focused on the
performance of the Company’s ongoing operations, for measuring the
Company’s cash flow and liquidity, and for comparing the Company’s
financial performance to other companies. The Company’s management
uses these non-GAAP financial measures for the same purpose, and
for planning and forecasting purposes. The presentation of non-GAAP
financial measures is not meant to be a substitute for financial
measures prepared in accordance with GAAP.
Certain statements contained herein or in the press release
furnished as part of this Current Report, including statements
regarding estimated future earnings and statements that are
identified by the use of the words “anticipates,” “estimates,”
“expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,”
“believes,” “seeks,” “will” and “may” and similar expressions, are
“forward-looking statements” as defined by the Private Securities
Litigation Reform Act of 1995. There can be no assurance that the
Company’s projections will in fact be achieved nor do these
projections reflect any acquisitions or divestitures that may occur
in the future. While the Company’s expectations, beliefs and
projections are expressed in good faith and are believed to have a
reasonable basis, actual results may differ materially from those
projected in forward-looking statements. Furthermore, each
forward-looking statement speaks only as of the date on which it is
made. In addition to other factors, the following are important
factors that could cause actual results to differ materially from
those discussed in the forward-looking statements: changes in laws,
regulations or judicial interpretations to which the Company is
subject, including those involving derivatives, taxes, safety,
employment, climate change, other environmental matters, real
property, and exploration and production activities such as
hydraulic fracturing; governmental/regulatory actions, initiatives
and proceedings, including those involving rate cases (which
address, among other things, target rates of return, rate design
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, supply
chain issues, liquidity challenges, and global, national or
regional recessions, and their effect on the demand for, and
customers’ ability to pay for, the Company’s products and services;
changes in the price of natural gas; 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; 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;
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 and costs, 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, 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)
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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/ Sarah J. Mugel |
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Sarah J. Mugel |
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General Counsel and Secretary |
Dated: November 4, 2022
National Fuel Gas (NYSE:NFG)
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