Item 7.01
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Regulation FD Disclosure.
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National Fuel Gas Company (the Company) will participate in the American
Gas Association Financial Forum beginning May 20, 2018. The Company also plans to hold meetings with certain industry analysts, money managers and other members of the financial community. A copy of materials to be presented by the Company
during the Financial Forum and provided to participants in the Companys meetings 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 Companys 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 Companys 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 Companys operating results in a manner that is focused on the performance of the Companys ongoing operations, for measuring the Companys cash flow and
liquidity, and for comparing the Companys financial performance to other companies. The Companys 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 materials 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
Companys projections will in fact be achieved nor do these projections reflect any acquisitions or divestitures that may occur in the future. While the Companys 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: delays or changes in costs or plans with respect to Company projects or related projects of other
companies, including difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators; 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), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal; 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; changes in the price of natural gas or oil; impairments under the SECs full cost ceiling test for natural gas and oil reserves; financial and economic conditions, including
the availability of credit, and occurrences affecting the Companys ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Companys credit ratings
and changes in interest rates and other capital market conditions; factors affecting the Companys ability to successfully identify, drill for and produce economically viable natural gas and oil 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; changes in price
differentials between similar quantities of natural gas or oil 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; other
changes in price differentials between similar quantities of natural gas or oil 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; uncertainty of oil and gas reserve estimates; significant differences between the Companys projected and actual production levels for natural gas or oil; changes in demographic patterns
and weather conditions; 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
Companys pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities; changes in economic conditions, including global, national or regional recessions, and their effect on the demand
for, and customers ability to pay for, the Companys products and services; the creditworthiness or performance of the Companys key suppliers, customers and counterparties; the impact of potential information technology,
cybersecurity or data security breaches; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war; significant differences between the Companys
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.