Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____ to_____

Commission File Number 1-3880

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey						13-1086010
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
6363 Main Street
Williamsville,			New York			14221
(Address of principal executive offices)						(Zip Code)

(716) 857-7000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock, par value $1.00 per share			NFG			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑     No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☑   No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.      

Large Accelerated Filer			☑			Accelerated Filer			☐
Non-Accelerated Filer			☐			Smaller Reporting Company			☐
						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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES  ☐  NO  ☑

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, par value $1.00 per share, outstanding at April 30, 2023: 91,803,996 shares.

---

Table of Contents

GLOSSARY OF TERMS

 

Frequently used abbreviations, acronyms, or terms used in this report:

 

National Fuel Gas Companies
Company			The Registrant, the Registrant and its subsidiaries or the Registrant’s subsidiaries as appropriate in the context of the disclosure
Distribution Corporation			National Fuel Gas Distribution Corporation
Empire			Empire Pipeline, Inc.
Midstream Company			National Fuel Gas Midstream Company, LLC
National Fuel			National Fuel Gas Company
Registrant			National Fuel Gas Company
Seneca			Seneca Resources Company, LLC
Supply Corporation			National Fuel Gas Supply Corporation

Regulatory Agencies
CFTC			Commodity Futures Trading Commission
EPA			United States Environmental Protection Agency
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
IRS			Internal Revenue Service
NYDEC			New York State Department of Environmental Conservation
NYPSC			State of New York Public Service Commission
PaDEP			Pennsylvania Department of Environmental Protection
PaPUC			Pennsylvania Public Utility Commission
PHMSA			Pipeline and Hazardous Materials Safety Administration
SEC			Securities and Exchange Commission

Other
2022 Form 10-K			The Company’s Annual Report on Form 10-K for the year ended September 30, 2022
2017 Tax Reform Act			Tax legislation referred to as the "Tax Cuts and Jobs Act," enacted December 22, 2017.
Bbl			Barrel (of oil)
Bcf			Billion cubic feet (of natural gas)
Bcfe (or Mcfe) –  represents Bcf (or Mcf) Equivalent			The total heat value (Btu) of natural gas and oil expressed as a volume of natural gas. The Company uses a conversion formula of 1 barrel of oil = 6 Mcf of natural gas.
Btu			British thermal unit; the amount of heat needed to raise the temperature of one pound of water one degree Fahrenheit
Capital expenditure			Represents additions to property, plant, and equipment, or the amount of money a company spends to buy capital assets or upgrade its existing capital assets.
Cashout revenues			A cash resolution of a gas imbalance whereby a customer (e.g. a marketer) pays for gas the customer receives in excess of amounts delivered into pipeline/storage or distribution systems by the customer’s shipper.
CLCPA			Legislation referred to as the "Climate Leadership & Community Protection Act," enacted by the State of New York on July 18, 2019.
Degree day			A measure of the coldness of the weather experienced, based on the extent to which the daily average temperature falls below a reference temperature, usually 65 degrees Fahrenheit.

2

---

Table of Contents

Derivative			A financial instrument or other contract, the terms of which include an underlying variable (a price, interest rate, index rate, exchange rate, or other variable) and a notional amount (number of units, barrels, cubic feet, etc.).  The terms also permit for the instrument or contract to be settled net and no initial net investment is required to enter into the financial instrument or contract.  Examples include futures contracts, forward contracts, options, no cost collars and swaps.
Development costs			Costs incurred to obtain access to proved oil and gas reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act.
Dth			Decatherm; one Dth of natural gas has a heating value of 1,000,000 British thermal units, approximately equal to the heating value of 1 Mcf of natural gas.
EAP			Energy Affordability Program; a program that provides bill discounts to gas customers who receive benefits under qualifying public assistance programs.
Exchange Act			Securities Exchange Act of 1934, as amended
Expenditures for long-lived assets			Includes capital expenditures, stock acquisitions and/or investments in partnerships.
Exploration costs			Costs incurred in identifying areas that may warrant examination, as well as costs incurred in examining specific areas, including drilling exploratory wells.
Exploratory well			A well drilled in unproven or semi-proven territory for the purpose of ascertaining the presence underground of a commercial hydrocarbon deposit.
FERC 7(c) application			An application to the FERC under Section 7(c) of the federal Natural Gas Act for authority to construct, operate (and provide services through) facilities to transport or store natural gas in interstate commerce.
Firm transportation and/or storage			The transportation and/or storage service that a supplier of such service is obligated by contract to provide and for which the customer is obligated to pay whether or not the service is utilized.
GAAP			Accounting principles generally accepted in the United States of America
Goodwill			An intangible asset representing the difference between the fair value of a company and the price at which a company is purchased.
Hedging			A method of minimizing the impact of price, interest rate, and/or foreign currency exchange rate changes, often times through the use of derivative financial instruments.
Hub			Location where pipelines intersect enabling the trading, transportation, storage, exchange, lending and borrowing of natural gas.
ICE			Intercontinental Exchange. An exchange which maintains a futures market for crude oil and natural gas.
Impact Fee			An annual fee imposed on unconventional wells spud in Pennsylvania. The fee is administered by the PaPUC and fees are distributed to counties and municipalities where the well is located.
Interruptible transportation and/or storage			The transportation and/or storage service that, in accordance with contractual arrangements, can be interrupted by the supplier of such service, and for which the customer does not pay unless utilized.
LDC			Local distribution company
LIFO			Last-in, first-out
Marcellus Shale			A Middle Devonian-age geological shale formation that is present nearly a mile or more below the surface in the Appalachian region of the United States, including much of Pennsylvania and southern New York.
Mbbl			Thousand barrels (of oil)
Mcf			Thousand cubic feet (of natural gas)
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
MDth			Thousand decatherms (of natural gas)

3

---

Table of Contents

MMBtu			Million British thermal units (heating value of one decatherm of natural gas)
MMcf			Million cubic feet (of natural gas)
NGA			The Natural Gas Act of 1938, as amended; the federal law regulating interstate natural gas pipeline and storage companies, among other things, codified beginning at 15 U.S.C. Section 717.
NYMEX			New York Mercantile Exchange.  An exchange which maintains a futures market for crude oil and natural gas.
OPEB			Other Post-Employment Benefit
Open Season			A bidding procedure used by pipelines to allocate firm transportation or storage capacity among prospective shippers, in which all bids submitted during a defined time period are evaluated as if they had been submitted simultaneously.
Precedent Agreement			An agreement between a pipeline company and a potential customer to sign a service agreement after specified events (called “conditions precedent”) happen, usually within a specified time.
Proved developed reserves			Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.
Proved undeveloped (PUD) reserves			Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required to make these reserves productive.
Reserves			The unproduced but recoverable oil and/or gas in place in a formation which has been proven by production.
Revenue decoupling mechanism			A rate mechanism which adjusts customer rates to render a utility financially indifferent to throughput decreases resulting from conservation.
S&P			Standard & Poor’s Rating Service
SAR			Stock appreciation right
Service agreement			The binding agreement by which the pipeline company agrees to provide service and the shipper agrees to pay for the service.
SOFR			Secured Overnight Financing Rate
Stock acquisitions			Investments in corporations
Utica Shale			A Middle Ordovician-age geological formation lying several thousand feet below the Marcellus Shale in the Appalachian region of the United States, including much of Ohio, Pennsylvania, West Virginia and southern New York.
VEBA			Voluntary Employees’ Beneficiary Association
WNC/WNA			Weather normalization clause/adjustment; a clause in utility rates which adjusts customer rates to allow a utility to recover its normal operating costs calculated at normal temperatures.  If temperatures during the measured period are warmer than normal, customer rates are adjusted upward in order to recover projected operating costs.  If temperatures during the measured period are colder than normal, customer rates are adjusted downward so that only the projected operating costs will be recovered.

4

---

Table of Contents

INDEX						Page
Part I. Financial Information
Item 1.  Financial Statements (Unaudited)						6
a. Consolidated Statements of Income and Earnings Reinvested in the Business - Three and Six Months Ended March 31, 2023 and 2022						6
b. Consolidated Statements of Comprehensive Income – Three and Six Months Ended March 31, 2023 and 2022						7
c. Consolidated Balance Sheets – March 31, 2023 and September 30, 2022						8
d. Consolidated Statements of Cash Flows – Six Months Ended March 31, 2023 and 2022						10
e. Notes to Condensed Consolidated Financial Statements						11
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations						29
Item 3.  Quantitative and Qualitative Disclosures About Market Risk						49
Item 4.  Controls and Procedures						49
Part II. Other Information
Item 1.  Legal Proceedings						49
Item 1 A.  Risk Factors						49
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds						49
Item 3.  Defaults Upon Senior Securities						•
Item 4.  Mine Safety Disclosures						•
Item 5.  Other Information						•
Item 6.  Exhibits						50
Signatures						51

 

• The Company has nothing to report under this item.

 

    All references to a certain year in this report are to the Company’s fiscal year ended September 30 of that year, unless otherwise noted.

5

---

Table of Contents

Part I.  Financial Information

 

Item 1.  Financial Statements

National Fuel Gas Company

Consolidated Statements of Income and Earnings

Reinvested in the Business

(Unaudited)

			Three Months Ended March 31,												Six Months Ended  March 31,
(Thousands of U.S. Dollars, Except Per Common Share Amounts)			2023						2022						2023						2022
INCOME
Operating Revenues:
Utility Revenues			$	406,758					$	369,092					$	718,376					$	605,776
Exploration and Production and Other Revenues			244,552						261,676						521,525						505,957
Pipeline and Storage and Gathering Revenues			65,951						70,952						136,218						136,544
			717,261						701,720						1,376,119						1,248,277
Operating Expenses:
Purchased Gas			243,839						199,592						415,035						301,219
Operation and Maintenance:
Utility			56,453						53,476						106,805						100,120
Exploration and Production and Other			31,782						49,806						58,655						95,425
Pipeline and Storage and Gathering			37,479						33,518						70,740						63,446
Property, Franchise and Other Taxes			25,367						27,717						51,572						52,219
Depreciation, Depletion and Amortization			100,964						91,245						197,564						179,823
			495,884						455,354						900,371						792,252
Operating Income			221,377						246,366						475,748						456,025
Other Income (Expense):
Other Income (Deductions)			2,884						10,018						9,203						8,940
Interest Expense on Long-Term Debt			(27,583)						(30,079)						(57,188)						(60,209)
Other Interest Expense			(5,861)						(1,519)						(9,704)						(2,680)
Income Before Income Taxes			190,817						224,786						418,059						402,076
Income Tax Expense			49,937						57,458						107,489						102,356
Net Income Available for Common Stock			140,880						167,328						310,570						299,720
EARNINGS REINVESTED IN THE BUSINESS
Balance at Beginning of Period			1,713,176						1,281,963						1,587,085						1,191,175
			1,854,056						1,449,291						1,897,655						1,490,895
Dividends on Common Stock			(43,602)						(41,608)						(87,201)						(83,212)
Balance at March 31			$	1,810,454					$	1,407,683					$	1,810,454					$	1,407,683
Earnings Per Common Share:
Basic:
Net Income Available for Common Stock			$	1.53					$	1.83					$	3.39					$	3.28
Diluted:
Net Income Available for Common Stock			$	1.53					$	1.82					$	3.37					$	3.26
Weighted Average Common Shares Outstanding:
Used in Basic Calculation			91,794,765						91,444,638						91,686,110						91,354,488
Used in Diluted Calculation			92,256,348						92,064,711						92,264,717						92,047,467
Dividends Per Common Share:
Dividends Declared			$	0.475					$	0.455					$	0.950					$	0.910

See Notes to Condensed Consolidated Financial Statements

6

---

Table of Contents

National Fuel Gas Company

Consolidated Statements of Comprehensive Income

(Unaudited)

			Three Months Ended March 31,												Six Months Ended  March 31,
(Thousands of U.S. Dollars)			2023						2022						2023						2022
Net Income Available for Common Stock			$	140,880					$	167,328					$	310,570					$	299,720
Other Comprehensive Income (Loss), Before Tax:
Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period			310,544						(641,606)						608,137						(478,474)
Reclassification Adjustment for Realized (Gains) Losses on Derivative Financial Instruments in Net Income			18,940						130,221						178,281						292,809
Other Post-Retirement Adjustment for Regulatory Proceeding			—						(7,351)						—						(7,351)
Other Comprehensive Income (Loss), Before Tax			329,484						(518,736)						786,418						(193,016)
Income Tax Expense (Benefit) Related to Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period			85,394						(175,605)						166,770						(130,956)
Reclassification Adjustment for Income Tax Benefit (Expense) on Realized Losses (Gains) from Derivative Financial Instruments in Net Income			5,208						35,641						48,779						80,141
Income Tax Expense (Benefit) Related to Other Post-Retirement Adjustment for Regulatory Proceeding			—						(1,544)						—						(1,544)
Income Taxes – Net			90,602						(141,508)						215,549						(52,359)
Other Comprehensive Income (Loss)			238,882						(377,228)						570,869						(140,657)
Comprehensive Income (Loss)			$	379,762					$	(209,900)					$	881,439					$	159,063

 

See Notes to Condensed Consolidated Financial Statements

7

---

Table of Contents

National Fuel Gas Company

Consolidated Balance Sheets

(Unaudited)

 

			March 31, 2023						September 30, 2022
(Thousands of U.S. Dollars)
ASSETS
Property, Plant and Equipment			$	12,978,137					$	12,551,909
Less - Accumulated Depreciation, Depletion and Amortization			6,162,406						5,985,432
			6,815,731						6,566,477
Current Assets
Cash and Temporary Cash Investments			71,533						46,048
Hedging Collateral Deposits			—						91,670
Receivables – Net of Allowance for Uncollectible Accounts of $48,146 and $40,228, Respectively			257,965						361,626
Unbilled Revenue			60,018						30,075
Gas Stored Underground			6,554						32,364
Materials and Supplies - at average cost			45,204						40,637
Unrecovered Purchased Gas Costs			26,851						99,342
Other Current Assets			75,233						59,369
			543,358						761,131
Other Assets
Recoverable Future Taxes			104,426						106,247
Unamortized Debt Expense			8,062						8,884
Other Regulatory Assets			61,497						67,101
Deferred Charges			85,053						77,472
Other Investments			74,618						95,025
Goodwill			5,476						5,476
Prepaid Pension and Post-Retirement Benefit Costs			224,701						196,597
Fair Value of Derivative Financial Instruments			42,424						9,175
Other			1,896						2,677
			608,153						568,654
Total Assets			$	7,967,242					$	7,896,262

See Notes to Condensed Consolidated Financial Statements

8

---

Table of Contents

National Fuel Gas Company

Consolidated Balance Sheets

(Unaudited)

			March 31, 2023						September 30, 2022
(Thousands of U.S. Dollars)
CAPITALIZATION AND LIABILITIES
Capitalization:
Comprehensive Shareholders’ Equity
Common Stock, $1 Par Value
Authorized  - 200,000,000 Shares; Issued And Outstanding – 91,795,080 Shares and 91,478,064 Shares, Respectively			$	91,795					$	91,478
Paid in Capital			1,031,341						1,027,066
Earnings Reinvested in the Business			1,810,454						1,587,085
Accumulated Other Comprehensive Loss			(54,864)						(625,733)
Total Comprehensive Shareholders’ Equity			2,878,726						2,079,896
Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs			2,085,235						2,083,409
Total Capitalization			4,963,961						4,163,305
Current and Accrued Liabilities
Notes Payable to Banks and Commercial Paper			410,000						60,000
Current Portion of Long-Term Debt			—						549,000
Accounts Payable			119,497						178,945
Amounts Payable to Customers			2,830						419
Dividends Payable			43,602						43,452
Interest Payable on Long-Term Debt			14,303						17,376
Customer Advances			—						26,108
Customer Security Deposits			34,382						24,283
Other Accruals and Current Liabilities			257,923						257,327
Fair Value of Derivative Financial Instruments			34,763						785,659
			917,300						1,942,569
Other Liabilities
Deferred Income Taxes			1,000,526						698,229
Taxes Refundable to Customers			354,274						362,098
Cost of Removal Regulatory Liability			265,626						259,947
Other Regulatory Liabilities			189,378						188,803
Other Post-Retirement Liabilities			2,977						3,065
Asset Retirement Obligations			160,910						161,545
Other Liabilities			112,290						116,701
			2,085,981						1,790,388
Commitments and Contingencies (Note 8)			—						—
Total Capitalization and Liabilities			$	7,967,242					$	7,896,262

 

See Notes to Condensed Consolidated Financial Statements

9

---

Table of Contents

National Fuel Gas Company

Consolidated Statements of Cash Flows

(Unaudited)

			Six Months Ended  March 31,
(Thousands of U.S. Dollars)			2023						2022
OPERATING ACTIVITIES
Net Income Available for Common Stock			$	310,570					$	299,720
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization			197,564						179,823
Deferred Income Taxes			80,745						94,212
Stock-Based Compensation			11,286						10,631
Reduction of Other Post-Retirement Regulatory Liability			—						(18,533)
Other			10,758						14,494
Change in:
Receivables and Unbilled Revenue			71,760						(166,584)
Gas Stored Underground and Materials, Supplies and Emission Allowances			21,243						32,040
Unrecovered Purchased Gas Costs			72,491						29,377
Other Current Assets			(15,864)						(8,605)
Accounts Payable			(29,169)						2,006
Amounts Payable to Customers			2,411						3,401
Customer Advances			(26,108)						(17,223)
Customer Security Deposits			10,099						1,474
Other Accruals and Current Liabilities			28,741						11,164
Other Assets			(26,901)						(32,659)
Other Liabilities			(8,417)						(9,119)
Net Cash Provided by Operating Activities			711,209						425,619
INVESTING ACTIVITIES
Capital Expenditures			(496,362)						(415,415)
Net Proceeds from Sale of Oil and Gas Producing Properties			—						13,525
Deposit Paid for Upstream Assets			(12,700)						—
Sale of Fixed Income Mutual Fund Shares in Grantor Trust			10,000						30,000
Other			14,413						13,689
Net Cash Used in Investing Activities			(484,649)						(358,201)
FINANCING ACTIVITIES
Proceeds from Issuance of Short-Term Note Payable to Bank			250,000						—
Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper			100,000						59,500
Reduction of Long-Term Debt			(549,000)						—
Dividends Paid on Common Stock			(87,051)						(83,091)
Net Repurchases of Common Stock			(6,694)						(9,026)
Net Cash Used in Financing Activities			(292,745)						(32,617)
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash			(66,185)						34,801
Cash, Cash Equivalents, and Restricted Cash at October 1			137,718						120,138
Cash, Cash Equivalents, and Restricted Cash at March 31			$	71,533					$	154,939
Supplemental Disclosure of Cash Flow Information
Non-Cash Investing Activities:
Non-Cash Capital Expenditures			$	64,495					$	63,490

See Notes to Condensed Consolidated Financial Statements

10

---

Table of Contents

National Fuel Gas Company

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Significant Accounting Policies

 

Principles of Consolidation. The Company consolidates all entities in which it has a controlling financial interest. All significant intercompany balances and transactions are eliminated. The Company uses proportionate consolidation when accounting for drilling arrangements related to oil and gas producing properties accounted for under the full cost method of accounting.

 

    The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Earnings for Interim Periods.  The Company, in its opinion, has included all adjustments (which consist of only normally recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) that are necessary for a fair statement of the results of operations for the reported periods. The consolidated financial statements and notes thereto, included herein, should be read in conjunction with the financial statements and notes for the years ended September 30, 2022, 2021 and 2020 that are included in the Company's 2022 Form 10-K.  The consolidated financial statements for the year ended September 30, 2023 will be audited by the Company's independent registered public accounting firm after the end of the fiscal year.

 

    The earnings for the six months ended March 31, 2023 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2023.  Most of the business of the Utility segment is seasonal in nature and is influenced by weather conditions.  Due to the seasonal nature of the heating business in the Utility segment, earnings during the winter months normally represent a substantial part of the earnings that this business is expected to achieve for the entire fiscal year.  The Company’s business segments are discussed more fully in Note 9 – Business Segment Information.

 

Consolidated Statements of Cash Flows.  The components, as reported on the Company’s Consolidated Balance Sheets, of the total cash, cash equivalents, and restricted cash presented on the Statement of Cash Flows are as follows (in thousands):

			Six Months Ended  March 31, 2023												Six Months Ended  March 31, 2022
			Balance at March 31, 2023						Balance at October 1, 2022						Balance at March 31, 2022						Balance at October 1, 2021
Cash and Temporary Cash Investments			$	71,533					$	46,048					$	52,569					$	31,528
Hedging Collateral Deposits			—						91,670						102,370						88,610
Cash, Cash Equivalents, and Restricted Cash			$	71,533					$	137,718					$	154,939					$	120,138

    The Company considers all highly liquid debt instruments purchased with a maturity date of generally three months or less to be cash equivalents. The Company’s restricted cash is composed entirely of amounts reported as Hedging Collateral Deposits on the Consolidated Balance Sheets. Hedging Collateral Deposits is an account title for cash held in margin accounts funded by the Company to serve as collateral for derivative financial instruments in an unrealized loss position. In accordance with its accounting policy, the Company does not offset hedging collateral deposits paid or received against related derivative financial instruments liability or asset balances.

Allowance for Uncollectible Accounts. The allowance for uncollectible accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance, the majority of which is in the Utility segment, is determined based on historical experience, the age of customer accounts, other specific information about customer accounts, and the economic and regulatory environment. Account balances are charged off against the allowance approximately twelve months after the account is final billed or when it is anticipated that the receivable will not be recovered.

11

---

Table of Contents

    Activity in the allowance for uncollectible accounts for the six months ended March 31, 2023 and 2022 are as follows (in thousands):

			Balance at Beginning of Period						Additions Charged to Costs and Expenses						Discounts on Purchased Receivables						Net Accounts Receivable Written-Off						Balance at End of Period
Six Months Ended March 31, 2023
Allowance for Uncollectible Accounts			$	40,228					$	10,973					$	916					$	(3,971)					$	48,146
Six Months Ended March 31, 2022
Allowance for Uncollectible Accounts			$	31,639					$	9,684					$	790					$	(630)					$	41,483

Gas Stored Underground.  In the Utility segment, gas stored underground is carried at lower of cost or net realizable value, on a LIFO method.  Gas stored underground normally declines during the first and second quarters of the year and is replenished during the third and fourth quarters.  In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.”  Such reserve, which amounted to $106.8 million at March 31, 2023, is reduced to zero by September 30 of each year as the inventory is replenished.

Property, Plant and Equipment.  In the Company’s Exploration and Production segment, oil and gas property acquisition, exploration and development costs are capitalized under the full cost method of accounting. Under this methodology, all costs associated with property acquisition, exploration and development activities are capitalized, including internal costs directly identified with acquisition, exploration and development activities. The internal costs that are capitalized do not include any costs related to production, general corporate overhead, or similar activities. The Company does not recognize any gain or loss on the sale or other disposition of oil and gas properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. The Company's capitalized costs relating to oil and gas producing activities, net of accumulated depreciation, depletion and amortization, were $2.2 billion and $1.9 billion at March 31, 2023 and September 30, 2022, respectively.

 

    Capitalized costs include costs related to unproved properties, which are excluded from amortization until proved reserves are found or it is determined that the unproved properties are impaired.  Such costs amounted to $73.0 million and $66.0 million at March 31, 2023 and September 30, 2022, respectively.  All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the pool of capitalized costs being amortized.

 

    Capitalized costs are subject to the SEC full cost ceiling test. The ceiling test, which is performed each quarter, determines a limit, or ceiling, on the amount of property acquisition, exploration and development costs that can be capitalized. The ceiling under this test represents (a) the present value of estimated future net cash flows, excluding future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, using a discount factor of 10%, which is computed by applying prices of oil and gas (as adjusted for hedging) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet, less estimated future expenditures, plus (b) the cost of unproved properties not being depleted, less (c) income tax effects related to the differences between the book and tax basis of the properties. The gas and oil prices used to calculate the full cost ceiling are based on an unweighted arithmetic average of the first day of the month oil and gas prices for each month within the twelve-month period prior to the end of the reporting period. If capitalized costs, net of accumulated depreciation, depletion and amortization and related deferred income taxes, exceed the ceiling at the end of any quarter, a permanent non-cash impairment is required to be charged to earnings in that quarter. At March 31, 2023, the ceiling exceeded the book value of the oil and gas properties by approximately $2.7 billion.  The estimated future net cash flows were decreased by $936.8 million for hedging under the ceiling test at March 31, 2023.

    

    The principal assets of the Utility, Pipeline and Storage and Gathering segments, consisting primarily of gas distribution pipelines, transmission pipelines, storage facilities, gathering lines and compressor stations, are recorded at historical cost. There were no indications of any impairments to property, plant and equipment in the Utility, Pipeline and Storage and Gathering segments at March 31, 2023.

12

---

Table of Contents

Accumulated Other Comprehensive Loss. The components of Accumulated Other Comprehensive Loss and changes for the six months ended March 31, 2023 and 2022, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands): 

			Gains and Losses on Derivative Financial Instruments												Funded Status of the Pension and Other Post-Retirement Benefit Plans						Total
Three Months Ended March 31, 2023
Balance at January 1, 2023			$	(240,176)											$	(53,570)					$	(293,746)
Other Comprehensive Gains and Losses Before Reclassifications			225,150												—						225,150
Amounts Reclassified From Other Comprehensive Income			13,732												—						13,732
Balance at March 31, 2023			$	(1,294)											$	(53,570)					$	(54,864)
Six Months Ended March 31, 2023
Balance at October 1, 2022			$	(572,163)											$	(53,570)					$	(625,733)
Other Comprehensive Gains and Losses Before Reclassifications			441,367												—						441,367
Amounts Reclassified From Other Comprehensive Income			129,502												—						129,502
Balance at March 31, 2023			$	(1,294)											$	(53,570)					$	(54,864)
Three Months Ended March 31, 2022
Balance at January 1, 2022			$	(213,391)											$	(63,635)					$	(277,026)
Other Comprehensive Gains and Losses Before Reclassifications			(466,001)												—						(466,001)
Amounts Reclassified From Other Comprehensive Loss			94,580												—						94,580
Other Post-Retirement Adjustment for Regulatory Proceeding			—												(5,807)						(5,807)
Balance at March 31, 2022			$	(584,812)											$	(69,442)					$	(654,254)
Six Months Ended March 31, 2022
Balance at October 1, 2021			$	(449,962)											$	(63,635)					$	(513,597)
Other Comprehensive Gains and Losses Before Reclassifications			(347,518)												—						(347,518)
Amounts Reclassified From Other Comprehensive Loss			212,668												—						212,668
Other Post-Retirement Adjustment for Regulatory Proceeding			—												(5,807)						(5,807)
Balance at March 31, 2022			$	(584,812)											$	(69,442)					$	(654,254)

    During the quarter ended March 31, 2022, the PaPUC concluded a regulatory proceeding that addressed the recovery of other post-employment benefit (“OPEB”) expenses in Distribution Corporation's Pennsylvania service territory. As a result of that proceeding, Distribution Corporation suspended regulatory accounting for OPEB expenses in Pennsylvania and a regulatory deferral of $7.4 million ($5.8 million after-tax) related to the funded status of Distribution Corporation’s other post-retirement benefit plans in Pennsylvania was reclassified to accumulated other comprehensive loss. For further discussion of this regulatory proceeding, refer to Note 11 — Regulatory Matters under the heading “Pennsylvania Jurisdiction.”

13

---

Table of Contents

Reclassifications Out of Accumulated Other Comprehensive Loss.  The details about the reclassification adjustments out of accumulated other comprehensive loss for the six months ended March 31, 2023 and 2022 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

Details About Accumulated Other Comprehensive Loss Components						Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Loss																								Affected Line Item in the Statement Where Net Income is Presented
						Three Months Ended March 31,												Six Months Ended March 31,
						2023						2022						2023						2022
Gains (Losses) on Derivative Financial Instrument Cash Flow Hedges:
Commodity Contracts						($18,768)						($130,271)						($177,930)						($292,899)						Operating Revenues
Foreign Currency Contracts						(172)						50						(351)						90						Operating Revenues
						(18,940)						(130,221)						(178,281)						(292,809)						Total Before Income Tax
						5,208						35,641						48,779						80,141						Income Tax Expense
						($13,732)						($94,580)						($129,502)						($212,668)						Net of Tax

Other Current Assets.  The components of the Company’s Other Current Assets are as follows (in thousands):

			At March 31, 2023						At September 30, 2022
Prepayments			$	14,821					$	17,757
Prepaid Property and Other Taxes			23,218						14,321
Prepaid State Income Taxes			5,132						5,933
Regulatory Assets			32,062						21,358
			$	75,233					$	59,369

 

Other Accruals and Current Liabilities.  The components of the Company’s Other Accruals and Current Liabilities are as follows (in thousands):

			At March 31, 2023						At September 30, 2022
Accrued Capital Expenditures			$	39,232					$	64,720
Regulatory Liabilities			39,662						31,293
Reserve for Gas Replacement			106,835						—
Liability for Royalty and Working Interests			14,365						86,206
Non-Qualified Benefit Plan Liability			17,474						17,474
Other			40,355						57,634
			$	257,923					$	257,327

 

Earnings Per Common Share.  Basic earnings per common share is computed by dividing income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.  For purposes of determining earnings per common share, the potentially dilutive securities the Company had outstanding were restricted stock units and performance shares. For the quarter and six months ended March 31, 2023, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these securities as determined using the Treasury Stock Method. Restricted stock units and performance shares that are antidilutive are excluded from the calculation of diluted earnings per common share. There were 9,909 securities and 4,094 securities

14

---

Table of Contents

excluded as being antidilutive for the quarter and six months ended March 31, 2023, respectively. There were 13,815 securities and 11,883 securities excluded as being antidilutive for the quarter and six months ended March 31, 2022, respectively.

Stock-Based Compensation.  The Company granted 202,259 performance shares during the six months ended March 31, 2023. The weighted average fair value of such performance shares was $64.28 per share for the six months ended March 31, 2023. Performance shares are an award constituting units denominated in common stock of the Company, the number of which may be adjusted over a performance cycle based upon the extent to which performance goals have been satisfied.  Earned performance shares may be distributed in the form of shares of common stock of the Company, an equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company. The performance shares do not entitle the participant to receive dividends during the vesting period.

 

    The performance shares granted during the six months ended March 31, 2023 include awards that must meet a performance goal related to either relative return on capital over a three-year performance cycle ("ROC performance shares"), methane intensity and greenhouse gas emissions reductions over a three-year performance cycle ("ESG performance shares") or relative shareholder return over a three-year performance cycle ("TSR performance shares"). The performance goal related to the ROC performance shares over the three-year performance cycle is the Company’s total return on capital relative to the total return on capital of other companies in a group selected by the Compensation Committee (“Report Group”).  Total return on capital for a given company means the average of the Report Group companies’ returns on capital for each twelve-month period corresponding to each of the Company’s fiscal years during the performance cycle, based on data reported for the Report Group companies in the Bloomberg database.  The number of these ROC performance shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group and not upon the absolute level of return achieved by the Company.  The fair value of the ROC performance shares is calculated by multiplying the expected number of shares that will be issued by the average market price of Company common stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award.  The fair value is recorded as compensation expense over the vesting term of the award.

    The performance goal related to the ESG performance shares over the three-year performance cycle consists of two parts: reductions in the rates of intensity of methane emissions for each of the Company's operating segments, and reduction of the consolidated Company's total greenhouse gas emissions. The Company's Compensation Committee set specific target levels for methane intensity rates and total greenhouse gas emissions, and the performance goal is intended to incentivize and reward performance to the extent management achieves methane intensity and greenhouse gas reduction targets making progress towards the Company's 2030 goals. The number of these ESG performance shares that will vest and be paid out will depend upon the number of methane intensity segment targets achieved and whether the Company meets the total greenhouse gas emissions target. The fair value of these ESG performance shares is calculated by multiplying the expected number of shares that will be issued by the average market price of Company common stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award.  The fair value is recorded as compensation expense over the vesting term of the award.

    The performance goal related to the TSR performance shares over the three-year performance cycle is the Company’s three-year total shareholder return relative to the three-year total shareholder return of the other companies in the Report Group.  Three-year total shareholder return for a given company will be based on the data reported for that company (with the starting and ending stock prices over the performance cycle calculated as the average closing stock price for the prior calendar month and with dividends reinvested in that company’s securities at each ex-dividend date) in the Bloomberg database.  The number of these TSR performance shares that will vest and be paid will depend upon the Company’s performance relative to the Report Group and not upon the absolute level of return achieved by the Company.  The fair value price at the date of grant for the TSR performance shares is determined using a Monte Carlo simulation technique, which includes a reduction in value for the present value of forgone dividends over the vesting term of the award.  This price is multiplied by the number of TSR performance shares awarded, the result of which is recorded as compensation expense over the vesting term of the award.

 

    The Company granted 115,073 restricted stock units during the six months ended March 31, 2023.  The weighted average fair value of such restricted stock units was $59.69 per share for the six months ended March 31, 2023.  Restricted stock units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified time period. These restricted stock units do not entitle the participant to receive dividends during the vesting period. The fair value at the date of grant of the restricted stock units (represented by the market value of Company common stock on the date of the award) must be reduced by the present value of forgone dividends over the vesting term of the award.     The fair value of restricted stock units on the date of award is recorded as compensation expense over the vesting period.

15

---

Table of Contents

Note 2 – Asset Acquisitions and Divestitures

    On March 22, 2023, the Company entered into a purchase and sale agreement to acquire certain upstream assets located in Potter and Tioga counties, Pennsylvania from SWN Production Company, LLC effective as of January 1, 2023 for total consideration of $127.0 million, subject to certain purchase price adjustments at closing. These assets are contiguous with existing Company-owned upstream assets in Pennsylvania. The Company made a deposit of $12.7 million at the signing of the purchase and sale agreement and intends to finance the remaining acquisition cost using short and/or long-term borrowings. The transaction is expected to close before the end of June 2023.

    On June 30, 2022, the Company completed the sale of Seneca’s California assets, all of which are in the Exploration and Production segment, to Sentinel Peak Resources California LLC for a total sale price of $253.5 million, consisting of $240.9 million in cash and contingent consideration valued at $12.6 million at closing. The Company pursued this sale given the strong commodity price environment and the Company's strategic focus in the Appalachian Basin. Under the terms of the purchase and sale agreement, the Company can receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $10 million per year, with the amount of each annual payment calculated as $1.0 million for each $1 per barrel that the ICE Brent Average for each calendar year exceeds $95 per barrel up to $105 per barrel. The sale price, which reflected an effective date of April 1, 2022, was reduced for production revenues less expenses that were retained by Seneca from the effective date to the closing date. Under the full cost method of accounting for oil and natural gas properties, $220.7 million of the sale price at closing was accounted for as reduction of capitalized costs since the disposition did not alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center. The remainder of the sale price ($32.8 million) was applied against assets that are not subject to the full cost method of accounting, with the Company recognizing a gain of $12.7 million on the sale of such assets. The majority of this gain related to the sale of emission allowances. The Company also eliminated the asset retirement obligation associated with Seneca’s California oil and gas assets. This obligation amounted to $50.1 million and was accounted for as a reduction of capitalized costs under the full cost method of accounting.

Note 3 – Revenue from Contracts with Customers

 

    The following tables provide a disaggregation of the Company's revenues for the quarter and six months ended March 31, 2023 and 2022, presented by type of service from each reportable segment.

Quarter Ended March 31, 2023 (Thousands)
Revenues By Type of Service			Exploration and Production						Pipeline and Storage						Gathering						Utility						All Other						Corporate and Intersegment Eliminations						Total Consolidated
Production of Natural Gas			$	259,770					$	—					$	—					$	—					$	—					$	—					$	259,770
Production of Crude Oil			526						—						—						—						—						—						526
Natural Gas Processing			209						—						—						—						—						—						209
Natural Gas Gathering Service			—						—						56,981						—						—						(55,253)						1,728
Natural Gas Transportation Service			—						73,794						—						35,796						—						(21,751)						87,839
Natural Gas Storage Service			—						21,470						—						—						—						(9,219)						12,251
Natural Gas Residential Sales			—						—						—						318,649						—						—						318,649
Natural Gas Commercial Sales			—						—						—						48,966						—						—						48,966
Natural Gas Industrial Sales			—						—						—						2,768						—						(4)						2,764
Other			2,815						(161)						—						(1,864)						—						(264)						526
Total Revenues from Contracts with Customers			263,320						95,103						56,981						404,315						—						(86,491)						733,228
Alternative Revenue Programs			—						—						—						2,801						—						—						2,801
Derivative Financial Instruments			(18,768)						—						—						—						—						—						(18,768)
Total Revenues			$	244,552					$	95,103					$	56,981					$	407,116					$	—					$	(86,491)					$	717,261

16

---

Table of Contents

Six Months Ended March 31, 2023 (Thousands)
Revenues By Type of Service			Exploration and Production						Pipeline and Storage						Gathering						Utility						All Other						Corporate and Intersegment Eliminations						Total Consolidated
Production of Natural Gas			$	692,129					$	—					$	—					$	—					$	—					$	—					$	692,129
Production of Crude Oil			1,154						—						—						—						—						—						1,154
Natural Gas Processing			583						—						—						—						—						—						583
Natural Gas Gathering Service			—						—						113,394						—						—						(109,020)						4,374
Natural Gas Transportation Service			—						149,996						—						64,174						—						(42,568)						171,602
Natural Gas Storage Service			—						42,756						—						—						—						(18,215)						24,541
Natural Gas Residential Sales			—						—						—						562,955						—						—						562,955
Natural Gas Commercial Sales			—						—						—						83,461						—						—						83,461
Natural Gas Industrial Sales			—						—						—						4,407						—						(4)						4,403
Other			5,589						7						—						(2,124)						—						(548)						2,924
Total Revenues from Contracts with Customers			699,455						192,759						113,394						712,873						—						(170,355)						1,548,126
Alternative Revenue Programs			—						—						—						5,923						—						—						5,923
Derivative Financial Instruments			(177,930)						—						—						—						—						—						(177,930)
Total Revenues			$	521,525					$	192,759					$	113,394					$	718,796					$	—					$	(170,355)					$	1,376,119

Quarter Ended March 31, 2022 (Thousands)
Revenues By Type of Service			Exploration and Production						Pipeline and Storage						Gathering						Utility						All Other						Corporate and Intersegment Eliminations						Total Consolidated
Production of Natural Gas			$	335,961					$	—					$	—					$	—					$	—					$	—					$	335,961
Production of Crude Oil			49,613						—						—						—						—						—						49,613
Natural Gas Processing			985						—						—						—						—						—						985
Natural Gas Gathering Service			—						—						52,604						—						—						(49,447)						3,157
Natural Gas Transportation Service			—						72,671						—						41,483						—						(18,233)						95,921
Natural Gas Storage Service			—						21,451						—						—						—						(9,253)						12,198
Natural Gas Residential Sales			—						—						—						287,027						—						—						287,027
Natural Gas Commercial Sales			—						—						—						43,193						—						—						43,193
Natural Gas Industrial Sales			—						—						—						2,193						—						—						2,193
Other			5,305						1,275						—						(4,147)						—						(143)						2,290
Total Revenues from Contracts with Customers			391,864						95,397						52,604						369,749						—						(77,076)						832,538
Alternative Revenue Programs			—						—						—						(547)						—						—						(547)
Derivative Financial Instruments			(130,271)						—						—						—						—						—						(130,271)
Total Revenues			$	261,593					$	95,397					$	52,604					$	369,202					$	—					$	(77,076)					$	701,720

17

---

Table of Contents

Six Months Ended March 31, 2022 (Thousands)
Revenues By Type of Service			Exploration and Production						Pipeline and Storage						Gathering						Utility						All Other						Corporate and Intersegment Eliminations						Total Consolidated
Production of Natural Gas			$	697,242					$	—					$	—					$	—					$	—					$	—					$	697,242
Production of Crude Oil			91,984						—						—						—						—						—						91,984
Natural Gas Processing			2,013						—						—						—						—						—						2,013
Natural Gas Gathering Service			—						—						104,829						—						—						(97,627)						7,202
Natural Gas Transportation Service			—						138,940						—						69,257						—						(35,858)						172,339
Natural Gas Storage Service			—						42,251						—						—						—						(18,278)						23,973
Natural Gas Residential Sales			—						—						—						466,038						—						—						466,038
Natural Gas Commercial Sales			—						—						—						67,191						—						—						67,191
Natural Gas Industrial Sales			—						—						—						3,340						—						—						3,340
Other			7,451						2,556						—						(6,147)						6						(293)						3,573
Total Revenues from Contracts with Customers			798,690						183,747						104,829						599,679						6						(152,056)						1,534,895
Alternative Revenue Programs			—						—						—						6,281						—						—						6,281
Derivative Financial Instruments			(292,899)						—						—						—						—						—						(292,899)
Total Revenues			$	505,791					$	183,747					$	104,829					$	605,960					$	6					$	(152,056)					$	1,248,277

    The Company records revenue related to its derivative financial instruments in the Exploration and Production segment. The Company also records revenue related to alternative revenue programs in its Utility segment. Revenue related to derivative financial instruments and alternative revenue programs are excluded from the scope of the authoritative guidance regarding revenue recognition since they are accounted for under other existing accounting guidance.

    The Company’s Pipeline and Storage segment expects to recognize the following revenue amounts in future periods related to “fixed” charges associated with remaining performance obligations for transportation and storage contracts: $106.0 million for the remainder of fiscal 2023; $206.4 million for fiscal 2024; $181.1 million for fiscal 2025; $146.9 million for fiscal 2026; $123.0 million for fiscal 2027; and $692.6 million thereafter.

Note 4 – Fair Value Measurements

 

    The FASB authoritative guidance regarding fair value measurements establishes a fair-value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. Those inputs are prioritized into three levels. Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities that the Company can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly at the measurement date. Level 3 inputs are unobservable inputs for the asset or liability at the measurement date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

 

18

---

Table of Contents

    The following table sets forth, by level within the fair value hierarchy, the Company's financial assets and liabilities (as applicable) that were accounted for at fair value on a recurring basis as of March 31, 2023 and September 30, 2022.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  

Recurring Fair Value Measures			At fair value as of March 31, 2023
(Thousands of Dollars)			Level 1						Level 2						Level 3						Netting Adjustments(1)						Total(1)
Assets:
Cash Equivalents – Money Market Mutual Funds			$	53,519					$	—					$	—					$	—					$	53,519
Derivative Financial Instruments:
Over the Counter Swaps – Gas			—						59,179						—						(52,327)						6,852
Over the Counter No Cost Collars – Gas			—						56,879						—						(26,070)						30,809
Contingent Consideration for Asset Sale			—						5,903						—						—						5,903
Foreign Currency Contracts			—						213						—						(1,353)						(1,140)
Other Investments:
Balanced Equity Mutual Fund			15,924						—						—						—						15,924
Fixed Income Mutual Fund			15,949						—						—						—						15,949
Total			$	85,392					$	122,174					$	—					$	(79,750)					$	127,816
Liabilities:
Derivative Financial Instruments:
Over the Counter Swaps – Gas			$	—					$	91,509					$	—					$	(52,327)					$	39,182
Over the Counter No Cost Collars – Gas			—						21,616						—						(26,070)						(4,454)
Foreign Currency Contracts			—						1,388						—						(1,353)						35
Total			$	—					$	114,513					$	—					$	(79,750)					$	34,763
Total Net Assets/(Liabilities)			$	85,392					$	7,661					$	—					$	—					$	93,053

Recurring Fair Value Measures			At fair value as of September 30, 2022
(Thousands of Dollars)			Level 1						Level 2						Level 3						Netting Adjustments(1)						Total(1)
Assets:
Cash Equivalents – Money Market Mutual Funds			$	35,015					$	—					$	—					$	—					$	35,015
Hedging Collateral Deposits			91,670						—						—						—						91,670
Derivative Financial Instruments:
Over the Counter Swaps – Gas			—						5,177						—						(4,178)						999
Contingent Consideration for Asset Sale			—						8,176						—						—						8,176
Foreign Currency Contracts			—						128						—						(128)						—
Other Investments:
Balanced Equity Mutual Fund			19,506						—						—						—						19,506
Fixed Income Mutual Fund			33,348						—						—						—						33,348
Total			$	179,539					$	13,481					$	—					$	(4,306)					$	188,714
Liabilities:
Derivative Financial Instruments:
Over the Counter Swaps – Gas			$	—					$	517,464					$	—					$	(4,178)					$	513,286
Over the Counter No Cost Collars – Gas			—						270,453						—						—						270,453
Foreign Currency Contracts			—						2,048						—						(128)						1,920
Total			$	—					$	789,965					$	—					$	(4,306)					$	785,659
Total Net Assets/(Liabilities)			$	179,539					$	(776,484)					$	—					$	—					$	(596,945)

(1)Netting Adjustments represent the impact of legally-enforceable master netting arrangements that allow the Company to net gain and loss positions held with the same counterparties. The net asset or net liability for each counterparty is recorded as an asset or liability on the Company’s balance sheet.

 

Derivative Financial Instruments

 

    The derivative financial instruments reported in Level 2 at March 31, 2023 and September 30, 2022 include natural gas price swap agreements, natural gas no cost collars, and foreign currency contracts, all of which are used in the Company’s

19

---

Table of Contents

Exploration and Production segment. Hedging collateral deposits of $91.7 million at September 30, 2022, which were associated with the price swap agreements, no cost collars and foreign currency contracts, have been reported in Level 1. The fair value of the Level 2 price swap agreements and no cost collars is based on an internal cash flow model that uses observable inputs (i.e. SOFR based discount rates for the price swap agreements and basis differential information, if applicable, at active natural gas and crude oil trading markets). The fair value of the Level 2 foreign currency contracts is determined using the market approach based on observable market transactions of forward Canadian currency rates. 

    The authoritative guidance for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities.  At March 31, 2023, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.  To assess nonperformance risk, the Company considered information such as any applicable collateral posted, master netting arrangements, and applied a market-based method by using the counterparty's (assuming the derivative is in a gain position) or the Company’s (assuming the derivative is in a loss position) credit default swaps rates.

 

    Derivative financial instruments reported in Level 2 at March 31, 2023 also includes the contingent consideration associated with the sale of the Exploration and Production segment's California assets on June 30, 2022, which is discussed at Note 2 – Asset Acquisitions and Divestitures and at Note 5 – Financial Instruments. The fair value of the contingent consideration was calculated using a Monte Carlo simulation model that uses observable inputs, including the ICE Brent closing price as of the valuation date, initial and max trigger price, volatility, risk free rate, time of maturity and counterparty risk.

 

    For the quarters ended March 31, 2023 and March 31, 2022, there were no assets or liabilities measured at fair value and classified as Level 3.

Note 5 – Financial Instruments

 

Long-Term Debt.  The fair market value of the Company’s debt, as presented in the table below, was determined using a discounted cash flow model, which incorporates the Company’s credit ratings and current market conditions in determining the yield, and subsequently, the fair market value of the debt.  Based on these criteria, the fair market value of long-term debt, including current portion, was as follows (in thousands): 

			March 31, 2023												September 30, 2022
			Carrying Amount						Fair Value						Carrying Amount						Fair Value
Long-Term Debt			$	2,085,235					$	1,951,250					$	2,632,409					$	2,453,209

 

    The fair value amounts are not intended to reflect principal amounts that the Company will ultimately be required to pay. Carrying amounts for other financial instruments recorded on the Company’s Consolidated Balance Sheets approximate fair value. The fair value of long-term debt was calculated using observable inputs (U.S. Treasuries for the risk free component and company specific credit spread information – generally obtained from recent trade activity in the debt).  As such, the Company considers the debt to be Level 2.

 

    Any temporary cash investments, notes payable to banks and commercial paper are stated at cost. Temporary cash investments are considered Level 1, while notes payable to banks and commercial paper are considered to be Level 2.  Given the short-term nature of the notes payable to banks and commercial paper, the Company believes cost is a reasonable approximation of fair value.

Other Investments. The components of the Company's Other Investments are as follows (in thousands):

			At March 31, 2023						At September 30, 2022
Life Insurance Contracts			$	42,745					$	42,171
Equity Mutual Fund			15,924						19,506
Fixed Income Mutual Fund			15,949						33,348
			$	74,618					$	95,025

 

20

---

Table of Contents

    Investments in life insurance contracts are stated at their cash surrender values or net present value. Investments in an equity mutual fund and a fixed income mutual fund are stated at fair value based on quoted market prices with changes in fair value recognized in net income. The insurance contracts and equity mutual fund are primarily informal funding mechanisms for various benefit obligations the Company has to certain employees. The fixed income mutual fund is primarily an informal funding mechanism for certain regulatory obligations that the Company has to Utility segment customers in its Pennsylvania jurisdiction, as discussed in Note 11 – Regulatory Matters, and for various benefit obligations the Company has to certain employees.

 

Derivative Financial Instruments.  The Company uses derivative financial instruments to manage commodity price risk in the Exploration and Production segment. The Company enters into over-the-counter no cost collar and swap agreements to manage the price risk associated with forecasted sales of natural gas. In addition, the Company also enters into foreign exchange forward contracts to manage the risk of currency fluctuations associated with transportation costs denominated in Canadian currency in the Exploration and Production segment. These instruments are accounted for as cash flow hedges. The duration of the Company’s cash flow hedges does not typically exceed 5 years while the foreign currency forward contracts do not exceed 8 years.

    On June 30, 2022, the Company completed the sale of Seneca’s California assets. Under the terms of the purchase and sale agreement, the Company can receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $10 million per year, with the amount of each annual payment calculated as $1.0 million for each $1 per barrel that the ICE Brent Average for each calendar year exceeds $95 per barrel up to $105 per barrel. The Company has determined that this contingent consideration meets the definition of a derivative under the authoritative accounting guidance. Changes in the fair value of this contingent consideration are marked-to-market each reporting period, with changes in fair value recognized in Other Income (Deductions) on the Consolidated Statement of Income. The fair value of this contingent consideration was estimated to be $5.9 million and $8.2 million at March 31, 2023 and September 30, 2022, respectively. A $2.5 million mark-to-market adjustment was recorded during the quarter ended March 31, 2023. A $2.3 million mark-to-market adjustment was recorded during the six months ended March 31, 2023.

    The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at March 31, 2023 and September 30, 2022.

 

Cash Flow Hedges

 

    For derivative financial instruments that are designated and qualify as a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the period or periods during which the hedged transaction affects earnings.

    As of March 31, 2023, the Company had 462.9 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

    As of March 31, 2023, the Company was hedging a total of $51.0 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

    As of March 31, 2023, the Company had $1.3 million of net hedging losses after taxes included in the accumulated other comprehensive income (loss) balance. It is expected that $37.4 million of unrealized gains after taxes will be reclassified into the Consolidated Statement of Income within the next 12 months as the underlying hedged transactions are recorded in earnings.

21

---

Table of Contents

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the
Three Months Ended March 31, 2023 and 2022 (Thousands of Dollars)
Derivatives in Cash Flow Hedging Relationships			Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on the Consolidated Statement of Comprehensive Income (Loss) for the  Three Months Ended  March 31,						Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income			Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the  Three Months Ended  March 31,
			2023			2022						2023			2022
Commodity Contracts			$	310,623		$	(642,240)		Operating Revenue			$	(18,768)		$	(130,271)
Foreign Currency Contracts			(79)			634			Operating Revenue			(172)			50
Total			$	310,544		$	(641,606)					$	(18,940)		$	(130,221)

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the
Six Months Ended March 31, 2023 and 2022 (Thousands of Dollars)
Derivatives in Cash Flow Hedging Relationships			Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on the Consolidated Statement of Comprehensive Income (Loss) for the  Six Months Ended March 31,						Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income			Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the  Six Months Ended  March 31,
			2023			2022						2023			2022
Commodity Contracts			$	607,743		$	(479,114)		Operating Revenue			$	(177,930)		$	(292,899)
Foreign Currency Contracts			394			640			Operating Revenue			(351)			90
Total			$	608,137		$	(478,474)					$	(178,281)		$	(292,809)

Credit Risk

 

    The Company may be exposed to credit risk on any of the derivative financial instruments that are in a gain position. Credit risk relates to the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate such credit risk, management performs a credit check, and then on a quarterly basis monitors counterparty credit exposure. The majority of the Company’s counterparties are financial institutions and energy traders. The Company has over the-counter swap positions, no cost collars and applicable foreign currency forward contracts with sixteen counterparties of which eight are in a net gain position. On average, the Company had $4.6 million of credit exposure per counterparty in a gain position at March 31, 2023. The maximum credit exposure per counterparty in a gain position at March 31, 2023 was $11.1 million. As of March 31, 2023, no collateral was received from the counterparties by the Company. The Company's gain position on such derivative financial instruments had not exceeded the established thresholds at which the counterparties would be required to post collateral, nor had the counterparties' credit ratings declined to levels at which the counterparties were required to post collateral.

    As of March 31, 2023, fourteen of the sixteen counterparties to the Company’s outstanding derivative financial contracts (specifically the over-the-counter swaps, over-the-counter no cost collars and applicable foreign currency forward contracts) had a common credit-risk related contingency feature. In the event the Company’s credit rating increases or falls below a certain threshold (applicable debt ratings), the available credit extended to the Company would either increase or decrease. A decline in the Company’s credit rating, in and of itself, would not cause the Company to be required to post or increase the level of its hedging collateral deposits (in the form of cash deposits, letters of credit or treasury debt instruments). If the Company’s outstanding derivative financial contracts with a credit-risk contingency feature were in a liability position (or

22

---

Table of Contents

if the liability were larger) and/or the Company’s credit rating declined, then hedging collateral deposits or an increase to such deposits could be required.  At March 31, 2023, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $7.1 million according to the Company’s internal model (discussed in Note 4 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at March 31, 2023.  Depending on the movement of commodity prices in the future, it is possible that these liability positions could swing into asset positions, at which point the Company would be exposed to credit risk on its derivative financial instruments. In that case, the Company's counterparties could be required to post hedging collateral deposits.

 

    The Company’s requirement to post hedging collateral deposits and the Company's right to receive hedging collateral deposits is based on the fair value determined by the Company’s counterparties, which may differ from the Company’s assessment of fair value.

Note 6 – Income Taxes

    The effective tax rates for the quarters ended March 31, 2023 and March 31, 2022 were 26.2% and 25.6%, respectively. The effective tax rates for the six months ended March 31, 2023 and March 31, 2022 were 25.7% and 25.5%, respectively. During the quarter and six months ended March 31, 2022, the Company was able to utilize the Enhanced Oil Recovery tax credit, which was not available during the quarter and six months ended March 31, 2023 due to the sale of its California properties.

    On April 14, 2023, the IRS issued guidance that provides a safe harbor method of accounting that taxpayers may use to determine whether expenses to repair, maintain, replace, or improve natural gas transmission and distribution property must be capitalized. The Company is currently analyzing this guidance to determine the potential impact on the financial statements.

23

---

Table of Contents

Note 7 – Capitalization

Summary of Changes in Common Stock Equity

			Common Stock												Paid In Capital						Earnings Reinvested in the Business						Accumulated Other Comprehensive Income (Loss)
			Shares						Amount
			(Thousands, except per share amounts)
Balance at January 1, 2023			91,787						$	91,787					$	1,025,639					$	1,713,176					$	(293,746)
Net Income Available for Common Stock																					140,880
Dividends Declared on Common Stock ($0.475 Per Share)																					(43,602)
Other Comprehensive Income, Net of Tax																											238,882
Share-Based Payment Expense (1)															5,200
Common Stock Issued Under Stock and Benefit Plans			8						8						502
Balance at March 31, 2023			91,795						$	91,795					$	1,031,341					$	1,810,454					$	(54,864)
Balance at October 1, 2022			91,478						$	91,478					$	1,027,066					$	1,587,085					$	(625,733)
Net Income Available for Common Stock																					310,570
Dividends Declared on Common Stock ($0.95 Per Share)																					(87,201)
Other Comprehensive Income, Net of Tax																											570,869
Share-Based Payment Expense (1)															10,318
Common Stock Issued (Repurchased) Under Stock and Benefit Plans			317						317						(6,043)
Balance at March 31, 2023			91,795						$	91,795					$	1,031,341					$	1,810,454					$	(54,864)
Balance at January 1, 2022			91,437						$	91,437					$	1,013,821					$	1,281,963					$	(277,026)
Net Income Available for Common Stock																					167,328
Dividends Declared on Common Stock ($0.455 Per Share)																					(41,608)
Other Comprehensive Loss, Net of Tax																											(377,228)
Share-Based Payment Expense (1)															4,692
Common Stock Issued Under Stock and Benefit Plans			12						12						271
Balance at March 31, 2022			91,449						$	91,449					$	1,018,784					$	1,407,683					$	(654,254)
Balance at October 1, 2021			91,182						$	91,182					$	1,017,446					$	1,191,175					$	(513,597)
Net Income Available for Common Stock																					299,720
Dividends Declared on Common Stock ($0.91 Per Share)																					(83,212)
Other Comprehensive Loss, Net of Tax																											(140,657)
Share-Based Payment Expense (1)															9,732
Common Stock Issued (Repurchased) Under Stock and Benefit Plans			267						267						(8,394)
Balance at March 31, 2022			91,449						$	91,449					$	1,018,784					$	1,407,683					$	(654,254)

(1)Paid in Capital includes compensation costs associated with performance shares and/or restricted stock awards. The expense is included within Net Income Available For Common Stock, net of tax benefits.

 

Common Stock.  During the six months ended March 31, 2023, the Company issued 12,055 original issue shares of common stock as a result of SARs exercises, 113,531 original issue shares of common stock for restricted stock units that vested and 278,687 original issue shares of common stock for performance shares that vested.  The Company also issued 14,680 original issue shares of common stock to the non-employee directors of the Company who receive compensation under the Company’s 2009 Non-Employee Director Equity Compensation Plan, including the reinvestment of dividends for certain non-employee directors who elected to defer their shares pursuant to the dividend reinvestment feature of the Company's Deferred Compensation Plan for Directors and Officers (the "DCP") during the six months ended March 31, 2023.  In addition, the Company issued 824 original issue shares of common stock to officers of the Company who elected to defer their shares pursuant to the dividend reinvestment feature of the Company's DCP Plan during the six months ended March 31, 2023.

24

---

Table of Contents

Holders of stock-based compensation awards will often tender shares of common stock to the Company for payment of applicable withholding taxes.  During the six months ended March 31, 2023, 102,761 shares of common stock were tendered to the Company for such purposes.  The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

Short-Term Borrowings. On June 30, 2022, the Company entered into a new 364-Day Credit Agreement (the "364-Day Credit Agreement") with a syndicate of five banks, all of which are also lenders under the Credit Agreement. The 364-Day Credit Agreement provides an additional $250.0 million unsecured committed delayed draw term loan credit facility with a maturity date of June 29, 2023. The Company elected to draw $250.0 million under the facility on October 27, 2022. The Company used the proceeds for general corporate purposes, which included using $150.0 million for the November 2022 redemption of a portion of the Company's outstanding long-term debt with a maturity date in March 2023.

 

Current Portion of Long-Term Debt. None of the Company's long-term debt as of March 31, 2023 had a maturity date within the following twelve-month period. The Current Portion of Long-Term Debt at September 30, 2022 consisted of $500.0 million of 3.75% notes and $49.0 million of 7.395% notes. The Company redeemed $150.0 million of the 3.75% notes on November 25, 2022 using a portion of the proceeds from short-term borrowings, as discussed above. In March 2023, the Company redeemed the remaining $350.0 million of the 3.75% notes as well as the $49.0 million of 7.395% notes.

Note 8 – Commitments and Contingencies

 

Environmental Matters.  The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment.  The Company has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and to comply with regulatory requirements.  It is the Company’s policy to accrue estimated environmental clean-up costs (investigation and remediation) when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs. 

    

    At March 31, 2023, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $3.8 million.  The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at March 31, 2023. The Company expects to recover its environmental clean-up costs through rate recovery over a period of less than one year and is currently not aware of any material additional exposure to environmental liabilities.  However, changes in environmental laws and regulations, new information or other factors could have an adverse financial impact on the Company.

    

Northern Access Project. On February 3, 2017, Supply Corporation and Empire received FERC approval of the Northern Access project described herein. Shortly thereafter, the NYDEC issued a Notice of Denial of the federal Clean Water Act Section 401 Water Quality Certification and other state stream and wetland permits for the New York portion of the project (the Water Quality Certification for the Pennsylvania portion of the project was received in January of 2017). Subsequently, FERC issued an Order finding that the NYDEC exceeded the statutory time frame to take action under the Clean Water Act and, therefore, waived its opportunity to approve or deny the Water Quality Certification. FERC denied rehearing requests associated with its Order and FERC's decisions were appealed. The Second Circuit Court of Appeals issued an order upholding the FERC waiver orders. In addition, in the Company's state court litigation challenging the NYDEC's actions with regard to various state permits, the New York State Supreme Court issued a decision finding these permits to be preempted. The Company remains committed to the project and, on June 29, 2022, received an extension of time from FERC, until December 31, 2024, to construct the project. As of March 31, 2023, the Company has spent approximately $55.9 million on the project, all of which is recorded on the balance sheet.

 

Other.  The Company is involved in other litigation and regulatory matters arising in the normal course of business.  These other matters may include, for example, negligence claims and tax, regulatory or other governmental audits, inspections, investigations and other proceedings.  These matters may involve state and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things.  While these other matters arising in the normal course of business could have a material effect on earnings and cash flows in the period in which they are resolved, an estimate of the possible loss or range of loss, if any, cannot be made at this time.

 

Note 9 – Business Segment Information    

 

    The Company reports financial results for four segments: Exploration and Production, Pipeline and Storage, Gathering and Utility.  The division of the Company’s operations into reportable segments is based upon a combination of factors including differences in products and services, regulatory environment and geographic factors.

25

---

Table of Contents

 

    The data presented in the tables below reflect financial information for the segments and reconcile to consolidated amounts.  As stated in the 2022 Form 10-K, the Company evaluates segment performance based on income before discontinued operations (when applicable).  When this is not applicable, the Company evaluates performance based on net income.  There have not been any changes in the basis of segmentation nor in the basis of measuring segment profit or loss from those used in the Company’s 2022 Form 10-K.  A listing of segment assets at March 31, 2023 and September 30, 2022 is shown in the tables below.  

Quarter Ended March 31, 2023 (Thousands)
			Exploration and Production			Pipeline and Storage			Gathering			Utility			Total Reportable Segments			All Other			Corporate and Intersegment Eliminations			Total Consolidated
Revenue from External Customers			$244,552			$64,223			$1,728			$406,758			$717,261			$—			$—			$717,261
Intersegment Revenues			$—			$30,880			$55,253			$358			$86,491			$—			$(86,491)			$—
Segment Profit: Net Income (Loss)			$60,982			$23,858			$24,334			$31,720			$140,894			$(69)			$55			$140,880

Six Months Ended March 31, 2023 (Thousands)
			Exploration and Production			Pipeline and Storage			Gathering			Utility			Total Reportable Segments			All Other			Corporate and Intersegment Eliminations			Total Consolidated
Revenue from External Customers			$521,525			$131,844			$4,374			$718,376			$1,376,119			$—			$—			$1,376,119
Intersegment Revenues			$—			$60,915			$109,020			$420			$170,355			$—			$(170,355)			$—
Segment Profit: Net Income (Loss)			$152,174			$53,335			$49,072			$55,537			$310,118			$(350)			$802			$310,570

(Thousands)			Exploration and Production			Pipeline and Storage			Gathering			Utility			Total Reportable Segments			All Other			Corporate and Intersegment Eliminations			Total Consolidated
Segment Assets:
At March 31, 2023			$2,489,665			$2,357,852			$882,405			$2,363,918			$8,093,840			$2,105			$(128,703)			$7,967,242
At September 30, 2022			$2,507,541			$2,394,697			$878,796			$2,299,473			$8,080,507			$2,036			$(186,281)			$7,896,262

Quarter Ended March 31, 2022 (Thousands)
			Exploration and Production			Pipeline and Storage			Gathering			Utility			Total Reportable Segments			All Other			Corporate and Intersegment Eliminations			Total Consolidated
Revenue from External Customers			$261,593			$67,795			$3,157			$369,092			$701,637			$—			$83			$701,720
Intersegment Revenues			$—			$27,602			$49,447			$110			$77,159			$—			$(77,159)			$—
Segment Profit: Net Income (Loss)			$71,121			$25,470			$22,092			$53,048			$171,731			$—			$(4,403)			$167,328

Six Months Ended March 31, 2022 (Thousands)
			Exploration and Production			Pipeline and Storage			Gathering			Utility			Total Reportable Segments			All Other			Corporate and Intersegment Eliminations			Total Consolidated
Revenue from External Customers			$505,791			$129,342			$7,202			$605,776			$1,248,111			$—			$166			$1,248,277
Intersegment Revenues			$—			$54,405			$97,627			$184			$152,216			$6			$(152,222)			$—
Segment Profit: Net Income (Loss)			$133,490			$50,637			$45,229			$75,178			$304,534			$(7)			$(4,807)			$299,720

26

---

Table of Contents

Note 10 – Retirement Plan and Other Post-Retirement Benefits

 

    Components of Net Periodic Benefit Cost (in thousands):

 

			Retirement Plan									Other Post-Retirement Benefits
Three Months Ended March 31,			2023			2022						2023			2022
Service Cost			$	1,297		$	2,190					$	147		$	332
Interest Cost			10,629			5,707						3,912			2,267
Expected Return on Plan Assets			(16,648)			(13,074)						(6,403)			(7,340)
Amortization of Prior Service Cost (Credit)			109			134						(107)			(107)
Amortization of (Gains) Losses			(1,920)			6,601						(2,189)			(1,903)
Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1)			5,378			8,418						3,493			4,274
Net Periodic Benefit Cost (Income)			$	(1,155)		$	9,976					$	(1,147)		$	(2,477)

			Retirement Plan									Other Post-Retirement Benefits
Six Months Ended March 31,			2023			2022						2023			2022
Service Cost			$	2,594		$	4,379					$	293		$	664
Interest Cost			21,258			11,414						7,824			4,533
Expected Return on Plan Assets			(33,297)			(26,147)						(12,806)			(14,680)
Amortization of Prior Service Cost (Credit)			218			268						(214)			(214)
Amortization of (Gains) Losses			(3,840)			13,202						(4,378)			(3,805)
Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1)			10,756			12,838						7,314			10,519
Net Periodic Benefit Cost (Income)			$	(2,311)		$	15,954					$	(1,967)		$	(2,983)

(1)The Company’s policy is to record retirement plan and other post-retirement benefit costs in the Utility segment on a volumetric basis to reflect the fact that the Utility segment experiences higher throughput of natural gas in the winter months and lower throughput of natural gas in the summer months.

 

    The components of net periodic benefit cost other than service cost are presented in Other Income (Deductions) on the Consolidated Statements of Income.

Employer Contributions.    The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) or its VEBA trusts for its other post-retirement benefits during the six months ended March 31, 2023, and does not anticipate making any such contributions during the remainder of fiscal 2023.

Note 11 – Regulatory Matters

New York Jurisdiction

    

    Distribution Corporation's current delivery rates in its New York jurisdiction were approved by the NYPSC in an order issued on April 20, 2017 with rates becoming effective May 1, 2017. The order provided for a return on equity of 8.7%, and directed the implementation of an earnings sharing mechanism to be in place beginning on April 1, 2018. The order also authorized the Company to recover approximately $15 million annually for pension and OPEB expenses from customers. Because the Company’s future pension and OPEB costs were projected to be satisfied with existing funds held in reserve, in July 2022, Distribution Corporation made a filing with the NYPSC to effectuate a pension and OPEB surcredit to customers to offset these amounts being collected in base rates effective October 1, 2022. On September 16, 2022, the NYPSC issued an order approving the filing. The surcredit will remain in effect until modified by the NYPSC in another proceeding, or until

27

---

Table of Contents

December 31, 2024, whichever is earlier. With the implementation of this surcredit, Distribution Corporation will no longer be funding the Retirement Plan or its VEBA trusts in its New York jurisdiction.

    On August 13, 2021, the NYPSC issued an order extending the date through which qualified pipeline replacement costs incurred by the Company can be recovered using the existing system modernization tracker for two years (until March 31, 2023). On December 9, 2022, the Company filed a petition with the NYPSC to effectuate a system improvement tracker through which qualified pipeline replacement costs through September 30, 2024 would be tracked and recovered, and to recover certain deferred costs associated with the existing system modernization tracker, effective April 1, 2023. The NYPSC approved the petition via order dated March 17, 2023 contingent on the Company not filing a base rate case that would result in new rates becoming effective prior to October 1, 2024.

    On January 19, 2023, the NYPSC issued an order in its Effects of COVID-19 on Utility Service (20-M-0266) and Energy Affordability for Low Income Utility Customers (14-M-0565) proceedings whereby a Phase 2 Utility Arrears Relief Program was authorized. Specifically, the order directed Distribution Corporation and certain other New York utilities to, among other things, address arrears on residential non-energy affordability program (EAP) ratepayer accounts that did not receive a credit under the NYPSC’s Phase 1 program and small commercial ratepayer accounts by issuing a one-time bill credit to such customers to reduce or eliminate accrued arrears through May 1, 2022. The credits shall be processed within 90 days of the effective date of the order, provided that residential non-EAP customers who had their service disconnected for non-payment in 2022 shall be allowed the opportunity to have their service reinstated in order to receive the credit through June 30, 2023. The order further directs utilities to suspend residential service terminations for non-payment while arrears credits are applied to accounts through March 1, 2023, or 30 days after credits have been applied, whichever is later. The order authorizes the utilities to recover the Phase 2 costs (the arrears credits and associated carrying charges) through a surcharge. Utilities proposed various offsets to Phase 2 program costs, and Distribution Corporation has proposed certain offsets as part of an uncollectible expense reconciliation proposal. On February 17, 2023, Distribution Corporation made a filing with the NYPSC seeking approval of its uncollectible expense reconciliation mechanism and a determination is pending. Application of the proposed offsets and collection periods will be determined when the NYPSC rules on the uncollectible expense reconciliation filing.

Pennsylvania Jurisdiction

    Distribution Corporation’s current delivery rates in its Pennsylvania jurisdiction were approved by the PaPUC on November 30, 2006 as part of a settlement agreement that became effective January 1, 2007. On October 28, 2022, Distribution Corporation made a filing with the PaPUC seeking an increase in its annual base rate operating revenues of $28.1 million with a proposed effective date of December 27, 2022. On December 8, 2022, the PaPUC issued an order suspending the filing until July 27, 2023 by operation of law unless directed otherwise by the PaPUC. Following discovery, the submission of testimony and an evidentiary hearing, the parties to the proceeding agreed to a settlement that authorizes, among other things, an increase in Distribution Corporation’s annual base rate operating revenues of $23 million as of August 1, 2023. On April 13, 2023, Distribution Corporation filed a joint petition with the PaPUC seeking approval of the settlement on behalf of all active parties to the proceeding. The joint petition is currently pending before the PaPUC.

    Effective October 1, 2021, pursuant to a tariff supplement filed with the PaPUC, Distribution Corporation reduced base rates by $7.7 million in order to stop collecting OPEB expenses from customers. It also began to refund to customers overcollected OPEB expenses in the amount of $50.0 million. All matters with respect to this tariff supplement were finalized on February 24, 2022 with the PaPUC’s approval of an Administrative Law Judge’s Recommended Decision. Concurrent with that decision, the Company discontinued regulatory accounting for OPEB expenses and recorded an $18.5 million adjustment during the quarter ended March 31, 2022 to reduce its regulatory liability for previously deferred OPEB income amounts through September 30, 2021 and to increase Other Income (Deductions) on the consolidated financial statements by a like amount. The Company also increased customer refunds of overcollected OPEB expenses from $50.0 million to $54.0 million. All refunds specified in the tariff supplement are being funded entirely by grantor trust assets held by the Company, most of which are included in a fixed income mutual fund that is a component of Other Investments on the Company’s Consolidated Balance Sheet. With the elimination of OPEB expenses in base rates, Distribution Corporation is no longer funding the grantor trust or its VEBA trusts in its Pennsylvania jurisdiction.

FERC Jurisdiction

    Supply Corporation’s 2020 rate settlement provides that no party may make a rate filing for new rates to be effective before February 1, 2024, except that Supply Corporation may file an NGA general Section 4 rate case to change rates if the

28

---

Table of Contents

corporate federal income tax rate is increased. If no case has been filed, Supply Corporation must file for rates to be effective February 1, 2025.

    Empire’s 2019 rate settlement provides that Empire must make a rate case filing no later than May 1, 2025.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

 

    Please note that this overview is a high-level summary of items that are discussed in greater detail in subsequent sections of this report.

    The Company is a diversified energy company engaged principally in the production, gathering, transportation, storage and distribution of natural gas. The Company operates an integrated business, with assets centered in western New York and Pennsylvania, being utilized for, and benefiting from, the production and transportation of natural gas from the Appalachian basin. Current development activities are focused primarily in the Marcellus and Utica shales. The common geographic footprint of the Company’s subsidiaries enables them to share management, labor, facilities and support services across various businesses and pursue coordinated projects designed to produce and transport natural gas from the Appalachian basin to markets in the eastern United States and Canada. The Company's efforts in this regard are not limited to affiliated projects. The Company has also been designing and building pipeline projects for the transportation of natural gas for non-affiliated natural gas customers in the Appalachian basin. The Company reports financial results for four business segments. For a discussion of the Company's earnings, refer to the Results of Operations section below.

    On June 30, 2022, the Company completed the sale of Seneca’s California assets to Sentinel Peak Resources California LLC for a total sale price of $253.5 million, consisting of $240.9 million in cash and contingent consideration valued at $12.6 million at closing. The Company pursued this sale given the strong commodity price environment and the Company's strategic focus in the Appalachian Basin. Under the terms of the purchase and sale agreement, the Company can receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $10 million per year, with the amount of each annual payment calculated as $1.0 million for each $1 per barrel that the ICE Brent Average for each calendar year exceeds $95 per barrel up to $105 per barrel. The sale price, which reflected an effective date of April 1, 2022, was reduced for production revenues less expenses that were retained by Seneca from the effective date to the closing date. Under the full cost method of accounting for oil and natural gas properties, $220.7 million of the sale price at closing was accounted for as a reduction of capitalized costs since the disposition did not alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center. The remainder of the sale price ($32.8 million) was applied against assets that are not subject to the full cost method of accounting, with the Company recognizing a gain of $12.7 million on the sale of such assets. The majority of this gain related to the sale of emission allowances.

    On June 30, 2022, the Company entered into a new 364-Day Credit Agreement (the "364-Day Credit Agreement") with a syndicate of five banks, all of which are also lenders under the Credit Agreement. The 364-Day Credit Agreement provides an additional $250.0 million unsecured committed delayed draw term loan credit facility with a maturity date of June 29, 2023. The Company elected to draw $250.0 million under the facility on October 27, 2022. The Company is using the proceeds for general corporate purposes, which included using $150.0 million for the November 2022 redemption of a portion of the Company's outstanding long-term debt with a maturity date in March 2023. In March 2023, the Company utilized short-term borrowings and cash on hand to redeem the remaining long-term debt that had maturity dates in March 2023, which included $350.0 million of 3.75% notes and $49.0 million of 7.395% notes.

    From a financing perspective, the Company expects to use cash on hand, cash from operations, and short-term or long-term borrowings, as needed, to meet its financing needs for the remainder of fiscal 2023. The Company continues to evaluate these financing needs and options to meet them. Given the current economic conditions, which include continued inflationary pressures and rising interest rates, the cost and/or availability of capital may be impacted, but the Company continues to expect to meet its financing needs as discussed above.

    Recent turmoil with certain financial institutions has created uncertainty in the economy. While the Company has not been directly impacted, it continues to closely monitor any potential future impacts on the business. The Company has a diverse group of twelve banks that participate in its multi-year and 364-day credit facilities. All of these banks have solid investment grade credit ratings. Additionally, the Company regularly reviews the credit quality of its hedging counterparties, those that provide credit support for customers, and any other material counterparties, and has not identified any material risks as a result of the current economic uncertainty.

29

---

Table of Contents

CRITICAL ACCOUNTING ESTIMATES

 

    For a complete discussion of critical accounting estimates, refer to "Critical Accounting Estimates" in Item 7 of the Company's 2022 Form 10-K.  There have been no material changes to that disclosure other than as set forth below.  The information presented below updates and should be read in conjunction with the critical accounting estimates in that Form 10-K.

 

Oil and Gas Exploration and Development Costs.  The Company, in its Exploration and Production segment, follows the full cost method of accounting for determining the book value of its oil and natural gas properties, with natural gas properties in the Appalachian Region being the primary component after the June 30, 2022 sale of the Company's California oil and natural gas properties. That sale is discussed in more detail in Item 1 at Note 2 - Asset Acquisitions and Divestitures.  In accordance with the full cost methodology, the Company is required to perform a quarterly ceiling test.  Under the ceiling test, the present value of future revenues from the Company's oil and gas reserves based on an unweighted arithmetic average of the first day of the month oil and gas prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s oil and gas properties at the balance sheet date. The present value of future revenues is calculated using a 10% discount factor.  If the book value of the oil and gas properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of the oil and gas properties to the calculated ceiling. At March 31, 2023, the ceiling exceeded the book value of the oil and gas properties by approximately $2.7 billion. The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended March 31, 2023, based on the quoted Henry Hub spot price for natural gas, was $5.96 per MMBtu. (Note: Because actual pricing of the Company’s producing properties vary depending on their location and hedging, the prices used to calculate the ceiling may differ from the Henry Hub price, which is only indicative of 12-month average prices for the twelve months ended March 31, 2023. Actual realized pricing includes adjustments for regional market differentials, transportation fees and contractual arrangements.)  In regard to the sensitivity of the ceiling test calculation to commodity price changes, if natural gas prices were $0.25 per MMBtu lower than the average prices used at March 31, 2023 in the ceiling test calculation, the ceiling would have exceeded the book value of the Company's oil and gas properties by approximately $2.4 billion (after-tax), which would not have resulted in an impairment charge. This calculated amount is based solely on price changes and does not take into account any other changes to the ceiling test calculation, including, among others, changes in reserve quantities and future cost estimates.   

    It is difficult to predict what factors could lead to future non-cash impairments under the SEC's full cost ceiling test. Fluctuations in or subtractions from proved reserves, increases in development costs for undeveloped reserves and significant fluctuations in natural gas prices have an impact on the amount of the ceiling at any point in time. For a more complete discussion of the full cost method of accounting, refer to "Oil and Gas Exploration and Development Costs" under "Critical Accounting Estimates" in Item 7 of the Company's 2022 Form 10-K.

RESULTS OF OPERATIONS

 

Earnings

 

    The Company's earnings were $140.9 million for the quarter ended March 31, 2023 compared to earnings of $167.3 million for the quarter ended March 31, 2022.  The decrease in earnings of $26.4 million is primarily the result of lower earnings in the Exploration and Production segment, Pipeline and Storage segment and Utility segment. Higher earnings in the Gathering segment and the Corporate category partially offset these decreases.

    The Company's earnings were $310.6 million for the six months ended March 31, 2023 compared to earnings of $299.7 million for the six months ended March 31, 2022.  The increase in earnings of $10.9 million is primarily the result of higher earnings in the Exploration and Production segment, Pipeline and Storage segment, Gathering segment and Corporate category. Lower earnings in the Utility segment and a loss in the All Other category partially offset these increases.

    The Company's earnings for the quarter and six months ended March 31, 2022 include the reduction of an OPEB regulatory liability that increased Utility segment earnings by $18.5 million ($14.6 million after-tax) in accordance with a regulatory proceeding in Distribution Corporation's Pennsylvania service territory. Additional discussion of earnings in each of the business segments can be found in the business segment information that follows. Note that all amounts used in earnings discussions are after-tax amounts, unless otherwise noted.

30

---

Table of Contents

    

Earnings (Loss) by Segment

			Three Months Ended March 31,									Six Months Ended  March 31,
(Thousands)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Exploration and Production			$	60,982		$	71,121		$	(10,139)		$	152,174		$	133,490		$	18,684
Pipeline and Storage			23,858			25,470			(1,612)			53,335			50,637			2,698
Gathering			24,334			22,092			2,242			49,072			45,229			3,843
Utility			31,720			53,048			(21,328)			55,537			75,178			(19,641)
Total Reportable Segments			140,894			171,731			(30,837)			310,118			304,534			5,584
All Other			(69)			—			(69)			(350)			(7)			(343)
Corporate			55			(4,403)			4,458			802			(4,807)			5,609
Total Consolidated			$	140,880		$	167,328		$	(26,448)		$	310,570		$	299,720		$	10,850

 

Exploration and Production

 

Exploration and Production Operating Revenues

 

			Three Months Ended March 31,									Six Months Ended March 31,
(Thousands)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Gas (after Hedging)			$	241,002		$	218,486		$	22,516		$	514,199		$	424,287		$	89,912
Oil (after Hedging)			526			36,817			(36,291)			1,154			72,040			(70,886)
Gas Processing Plant			209			985			(776)			583			2,013			(1,430)
Other			2,815			5,305			(2,490)			5,589			7,451			(1,862)
			$	244,552		$	261,593		$	(17,041)		$	521,525		$	505,791		$	15,734

 

Production Volumes

			Three Months Ended March 31,									Six Months Ended  March 31,
			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Gas Production (MMcf)
Appalachia			93,241			83,565			9,676			183,815			164,954			18,861
West Coast			—			397			(397)			—			805			(805)
Total Production			93,241			83,962			9,279			183,815			165,759			18,056
Oil Production (Mbbl)
Appalachia			7			1			6			15			1			14
West Coast			—			522			(522)			—			1,070			(1,070)
Total Production			7			523			(516)			15			1,071			(1,056)

31

---

Table of Contents

Average Prices

			Three Months Ended March 31,									Six Months Ended  March 31,
			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Average Gas Price/Mcf
Appalachia			$	2.79		$	3.97		$	(1.18)		$	3.77		$	4.18		$	(0.41)
West Coast			N/M			$	10.04		N/M			N/M			$	9.91		N/M
Weighted Average			$	2.79		$	4.00		$	(1.21)		$	3.77		$	4.21		$	(0.44)
Weighted Average After Hedging			$	2.58		$	2.60		$	(0.02)		$	2.80		$	2.56		$	0.24
Average Oil Price/Bbl
Appalachia			$	74.12		$	78.32		$	(4.20)		$	78.25		$	75.38		$	2.87
West Coast			N/M			$	94.95		N/M			N/M			$	85.93		N/M
Weighted Average			$	74.12		$	94.93		$	(20.81)		$	78.25		$	85.93		$	(7.68)
Weighted Average After Hedging			$	74.12		$	70.45		$	3.67		$	78.25		$	67.30		$	10.95

N/M - Not Meaningful (as a result of the sale of Seneca's West Coast assets in June 2022)

2023 Compared with 2022

 

    Operating revenues for the Exploration and Production segment decreased $17.0 million for the quarter ended March 31, 2023 as compared with the quarter ended March 31, 2022. Gas production revenue after hedging increased $22.5 million due to the impact of a 9.3 Bcf increase in natural gas production, offset by a $0.02 per Mcf decrease in the weighted average price of natural gas after hedging. Natural gas production increased largely due to additional production from new Marcellus and Utica wells in the Appalachian region. Oil production revenue after hedging decreased $36.3 million due to the sale of the Exploration and Production segment's California assets on June 30, 2022. In addition, other revenue decreased $2.5 million and gas processing plant revenue decreased $0.8 million. The decrease in other revenue was attributed to higher temporary capacity releases during the quarter ended March 31, 2022 when compared to the quarter ended March 31, 2023. The decrease in gas processing plant revenue was mainly attributed to the sale of the California assets.

    Operating revenues for the Exploration and Production segment increased $15.7 million for the six months ended March 31, 2023 as compared with the six months ended March 31, 2022. Gas production revenue after hedging increased $89.9 million due to the impact of an 18.1 Bcf increase in natural gas production combined with a $0.24 per Mcf increase in the weighted average price of natural gas after hedging. The increase in natural gas production was largely due to additional production from new Marcellus and Utica wells in the Appalachian region during the six months ended March 31, 2023 as compared with the six months ended March 31, 2022. Oil production revenue after hedging decreased $70.9 million due to the sale of the California assets. In addition, other revenue decreased $1.9 million and gas processing plant revenue decreased $1.4 million. The decrease in other revenue was attributed to higher temporary capacity releases during the six months ended March 31, 2022 when compared to the six months ended March 31, 2023, combined with a decrease in operating revenue from this segment's water treatment plants. The decrease in gas processing plant revenue was mainly attributed to the sale of the California assets.

    The Exploration and Production segment's earnings for the quarter ended March 31, 2023 were $61.0 million, a decrease of $10.1 million when compared with earnings of $71.1 million for the quarter ended March 31, 2022. The decrease in earnings was attributed to lower natural gas prices after hedging ($1.3 million), lower oil production ($28.7 million), higher depletion expense ($6.4 million) and an unrealized loss on contingent consideration received as part of the California asset sale ($1.8 million). A decrease in other revenue ($2.0 million) and gas processing plant revenue ($0.6 million), both of which are discussed above, also contributed to the decrease in earnings. These decreases were partially offset by higher natural gas production ($19.1 million), lower lease operating and transportation expenses ($5.3 million), lower other operating expenses ($3.2 million), lower other taxes ($1.9 million) and higher other income ($1.0 million). The increase in depletion expense was primarily due to the net increase in production combined with a $0.05 per Mcf increase in the depletion rate. The decrease in lease operating and transportation expenses was primarily the result of the sale of the California assets, partially offset by higher gathering and transportation costs combined with higher lease operating expenses in the Appalachian region. The decrease in other operating expenses was primarily attributed to the California asset sale. The decrease in other taxes was primarily

32

---

Table of Contents

attributed to both the impact of the sale of Seneca's California assets as well as lower Impact Fees in the Appalachian region. The increase in other income was attributed to higher interest income, as well as non-service pension and post-retirement benefit income in the quarter ended March 31, 2023 compared to non-service pension and post-retirement benefit costs in the quarter ended March 31, 2022.

    The Exploration and Production segment's earnings for the six months ended March 31, 2023 were $152.2 million, an increase of $18.7 million when compared with earnings of $133.5 million for the six months ended March 31, 2022. The increase in earnings was primarily attributable to higher natural gas production ($36.5 million) and higher natural gas prices after hedging ($34.5 million) as discussed above. Other factors contributing to the earnings increase included lower lease operating and transportation expenses ($11.3 million), lower other operating expenses ($6.5 million), lower other taxes ($0.9 million) and higher other income ($2.3 million). Partially offsetting these items, the Exploration and Production segment experienced lower oil production ($56.1 million), lower other revenue ($1.5 million) and lower gas processing plant revenue ($1.1 million), all of which are discussed above. Other factors that decreased earnings included higher depletion expense ($11.1 million), higher interest expense ($0.9 million), higher income tax expense ($1.1 million) and an unrealized loss on contingent consideration received as part of the California asset sale ($1.7 million). The decrease in lease operating and transportation expenses was primarily the result of the sale of the California assets, partially offset by higher gathering and transportation costs combined with higher lease operating expenses in the Appalachian region. The decrease in other operating expenses was primarily attributed to the California asset sale. The decrease in other taxes was attributed to the impact of the California asset sale, partially offset by higher Impact Fees in the Appalachian region. The increase in other income was attributed to higher interest income, as well as non-service pension and post-retirement income in the six months ended March 31, 2023 compared to non-service pension and post-retirement benefit costs in the six months ended March 31, 2022. The increase in depletion expense was primarily due to the net increase in production combined with a $0.04 per Mcf increase in the depletion rate. The increase in interest expense can largely be attributed to a higher average interest rate on intercompany short-term borrowings partially offset by lower interest on intercompany long-term borrowings due to the Company's redemption of $500.0 million of 3.75% notes during the six months ended March 31, 2023. The increase in income tax expense was primarily driven by a prior-year benefit realized from the Enhanced Oil Recovery tax credit, which did not recur in the current year as a result of the sale of the California assets.

Pipeline and Storage

 

Pipeline and Storage Operating Revenues

			Three Months Ended March 31,									Six Months Ended  March 31,
(Thousands)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Firm Transportation			$	73,487		$	72,259		$	1,228		$	148,944		$	138,084		$	10,860
Interruptible Transportation			307			412			(105)			1,052			856			196
			73,794			72,671			1,123			149,996			138,940			11,056
Firm Storage Service			21,470			21,451			19			42,754			42,251			503
Interruptible Storage Service			—			—			—			2			—			2
Other			(161)			1,275			(1,436)			7			2,556			(2,549)
			$	95,103		$	95,397		$	(294)		$	192,759		$	183,747		$	9,012

 

Pipeline and Storage Throughput

			Three Months Ended March 31,									Six Months Ended  March 31,
(MMcf)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Firm Transportation			231,081			232,030			(949)			455,705			425,623			30,082
Interruptible Transportation			619			752			(133)			1,927			1,520			407
			231,700			232,782			(1,082)			457,632			427,143			30,489

 

33

---

Table of Contents

2023 Compared with 2022

 

    Operating revenues for the Pipeline and Storage segment decreased $0.3 million for the quarter ended March 31, 2023 as compared with the quarter ended March 31, 2022.  The decrease in operating revenues was primarily due to a decrease in other revenue of $1.4 million, partially offset by an increase in transportation revenues of $1.1 million. The decrease in other revenue primarily reflects an adjustment to electric surcharge revenues and lower cashout revenues. All customer surcharges and related adjustments for the electric surcharge mechanism are completely offset by an equal amount of electric power costs recorded in operation and maintenance expense. Cashout revenues are completely offset by purchased gas expense. The increase in transportation revenues was primarily attributable to Period 2 Rates that went into effect April 1, 2022. These Period 2 Rates were a negotiated revenue step-up as part of the FM100 Project that was placed into service in December 2021, as specified in Supply Corporation's 2020 rate case settlement. An increase in short-term contracts also contributed to the increase in transportation revenues. These increases were partially offset by a decline in revenues associated with miscellaneous contract terminations and revisions.

    Operating revenues for the Pipeline and Storage segment increased $9.0 million for the six months ended March 31, 2023 as compared with the six months ended March 31, 2022. The increase in operating revenues was primarily due to an increase in transportation revenues of $11.1 million and an increase in storage revenues of $0.5 million, partially offset by a decrease in other revenue of $2.5 million. The increase in transportation revenues was primarily attributable to new demand charges for transportation service from Supply Corporation's FM100 Project, which was placed into service in December 2021. The increase from the FM100 Project includes the impact of a negotiated revenue step-up to Period 2 Rates that went into effect April 1, 2022, as mentioned above. An increase in short-term contracts also contributed to the increase in transportation revenues. These increases were partially offset by a decline in revenues associated with miscellaneous contract terminations and revisions. The increase in storage revenues was mainly due to the Period 2 Rates that went into effect April 1, 2022 related to the FM100 Project, as discussed above, as well as an increase in reservation charges for storage service from several new contracts that went into effect. The decrease in other revenue primarily reflects an adjustment to electric surcharge revenues and lower cashout revenues.

    Transportation volume for the quarter ended March 31, 2023 decreased by 1.1 Bcf from the prior year's quarter ended March 31, 2022. For the six months ended March 31, 2023, transportation volume increased by 30.5 Bcf from the prior year's six-month period ended March 31, 2022. The increase in transportation volume for the six-month period primarily reflects an increase in volume from the FM100 Project, which was brought online in December 2021, as well as an increase in short-term contracts. These were partially offset by certain contract terminations during the six months ended March 31, 2023. Volume fluctuations, other than those caused by the addition or termination of contracts, generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire.

    The Pipeline and Storage segment’s earnings for the quarter ended March 31, 2023 were $23.9 million, a decrease of $1.6 million when compared with earnings of $25.5 million for the quarter ended March 31, 2022. The decrease in earnings was primarily due to an increase in operating expenses of $2.2 million, combined with the earnings impact of lower operating revenues of $0.2 million, as discussed above. The increase in operating expenses was primarily due to higher personnel costs, higher pipeline integrity costs and an increase in compressor maintenance costs. This was partially offset by lower power costs related to Empire's electric motor drive compressor station. This reduction in electric power costs is offset by an equal reduction in revenue, as discussed above. These earnings decreases were partially offset by an increase in other income of $0.9 million, which was primarily due to a higher weighted average interest rate on intercompany short-term notes receivables along with higher non-service pension and post-retirement benefit income. This was partially offset by a decrease in the allowance for funds used during construction (equity component) related to an annual adjustment that was recorded during the current quarter.

    The Pipeline and Storage segment’s earnings for the six months ended March 31, 2023 were $53.3 million, an increase of $2.7 million when compared with earnings of $50.6 million for the six months ended March 31, 2022. The increase in earnings was primarily due to the earnings impact of higher operating revenues of $7.1 million, as discussed above, combined with an increase in other income ($1.5 million). The increase in other income is primarily due to a higher weighted average interest rate on intercompany short-term notes receivables along with higher non-service pension and post-retirement benefit income. This was partially offset by a decrease in allowance for funds used during construction (equity component) related to the construction of the FM100 Project that was placed into service in December 2021 along with an annual adjustment that was recorded during the current fiscal year. These earnings increases were partially offset by increases in operating expenses ($3.7 million), depreciation expense ($1.6 million) and interest expense ($0.9 million). The increase in operating expenses was primarily due to higher personnel costs, higher pipeline integrity costs and an increase in compressor maintenance costs. This was partially offset by lower power costs related to Empire's electric motor drive compressor station. This reduction in electric

34

---

Table of Contents

power costs is offset by an equal reduction in revenue, as discussed above. The increase in depreciation expense was primarily due to incremental depreciation from the FM100 Project going into service in December 2021. The increase in interest expense was mainly due to higher interest rates on security deposits and intercompany short-term borrowings, partially offset by a decrease in interest on intercompany long-term borrowings due to the Company's redemption of $500.0 million of 3.75% notes during the six months ended March 31, 2023.

Gathering

 

Gathering Operating Revenues

			Three Months Ended March 31,									Six Months Ended  March 31,
(Thousands)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Gathering Revenues			$	56,981		$	52,604		$	4,377		$	113,394		$	104,829		$	8,565

Gathering Volume

			Three Months Ended March 31,									Six Months Ended  March 31,
			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Gathered Volume - (MMcf)			109,344			103,736			5,608			217,371			204,829			12,542

 

2023 Compared with 2022

 

    Operating revenues for the Gathering segment increased $4.4 million for the quarter ended March 31, 2023 as compared with the quarter ended March 31, 2022, which was driven primarily by a 5.6 Bcf increase in gathered volume. The increase in gathered volume can be attributed primarily to an increase in natural gas production on the Covington and Clermont gathering systems, which recorded increases of 14.9 Bcf and 4.2 Bcf, respectively, partially offset by decreases on the Trout Run and Wellsboro gathering systems, which recorded decreases of 8.6 Bcf and 4.9 Bcf, respectively. The net increase can be attributed to an increase in gross natural gas production in the Appalachian region by producers connected to the aforementioned gathering systems.

    Operating revenues for the Gathering segment increased $8.6 million for the six months ended March 31, 2023 as compared with the six months ended March 31, 2022, which was driven primarily by a 12.5 Bcf increase in gathered volume. Contributors to the increase included the Covington and Clermont gathering systems, which recorded increases of 31.1 Bcf and 5.7 Bcf, respectively, partially offset by the Trout Run and Wellsboro gathering systems, which recorded decreases of 18.6 Bcf and 5.7 Bcf, respectively. The net increase can be attributed to an increase in gross natural gas production in the Appalachian region by producers connected to the aforementioned gathering systems.

    The Gathering segment’s earnings for the quarter ended March 31, 2023 were $24.3 million, an increase of $2.2 million when compared with earnings of $22.1 million for the quarter ended March 31, 2022. The increase in earnings was mainly due to higher gathering revenues ($3.5 million) driven by the increase in gathered volume, as discussed above. These increases were partially offset by higher operating expenses ($0.9 million) and higher depreciation expense ($0.4 million). The increase in operating expenses was largely attributable to higher leased compression and material costs on the Trout Run and Covington gathering systems combined with higher labor costs across all of the gathering systems. The increase in depreciation expense was largely due to higher plant balances associated with the Covington and Clermont gathering systems.

    The Gathering segment’s earnings for the six months ended March 31, 2023 were $49.1 million, an increase of $3.9 million when compared with earnings of $45.2 million for the six months ended March 31, 2022.  The increase in earnings was mainly due to higher gathering revenues ($6.8 million) driven by the increase in gathered volume, as discussed above. This increase was partially offset by higher operating expenses ($2.1 million) and higher depreciation expense ($0.7 million). The increase in operating expenses was largely attributable to higher leased compression costs on the Trout Run and Covington gathering systems, higher material costs on the Clermont and Covington gathering systems and higher labor costs across all of the gathering systems. The increase in depreciation expense was largely due to higher plant balances associated with the Covington and Clermont gathering systems.    

35

---

Table of Contents

Utility

Utility Operating Revenues

			Three Months Ended March 31,									Six Months Ended  March 31,
(Thousands)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Retail Sales Revenues:
Residential			$	320,043		$	286,329		$	33,714		$	565,484		$	469,037		$	96,447
Commercial			47,569			41,668			5,901			82,913			66,910			16,003
Industrial			2,787			2,193			594			4,430			3,350			1,080
			370,399			330,190			40,209			652,827			539,297			113,530
Transportation			38,581			43,159			(4,578)			68,093			72,810			(4,717)
Other			(1,864)			(4,147)			2,283			(2,124)			(6,147)			4,023
			$	407,116		$	369,202		$	37,914		$	718,796		$	605,960		$	112,836

Utility Throughput

			Three Months Ended March 31,									Six Months Ended  March 31,
(MMcf)			2023			2022			Increase (Decrease)			2023			2022			Increase (Decrease)
Retail Sales:
Residential			27,884			32,026			(4,142)			48,037			49,521			(1,484)
Commercial			4,384			4,923			(539)			7,378			7,466			(88)
Industrial			267			268			(1)			418			392			26
			32,535			37,217			(4,682)			55,833			57,379			(1,546)
Transportation			22,788			25,745			(2,957)			41,098			43,338			(2,240)
			55,323			62,962			(7,639)			96,931			100,717			(3,786)

 

Degree Days

Three Months Ended March 31,												Percent Colder (Warmer) Than
			Normal			2023			2022			Normal(1)			Prior Year(1)
Buffalo, NY			3,290			2,820			3,161			(14.3)		%	(10.8)		%
Erie, PA			3,108			2,645			2,973			(14.9)		%	(11.0)		%
Six Months Ended March 31,
Buffalo, NY			5,543			4,868			4,865			(12.2)		%	0.1		%
Erie, PA			5,152			4,632			4,533			(10.1)		%	2.2		%

 

(1)Percents compare actual 2023 degree days to normal degree days and actual 2023 degree days to actual 2022 degree days.

 

2023 Compared with 2022

 

    Operating revenues for the Utility segment increased $37.9 million for the quarter ended March 31, 2023 as compared with the quarter ended March 31, 2022. The increase resulted largely from a $40.2 million increase in retail gas sales revenue. This increase primarily reflects an increase in the cost of gas sold (per Mcf), partially offset by a 4.7 Bcf decrease in throughput due to warmer weather and a decrease in base rates. It should be noted that under its purchased gas adjustment clauses in New York and Pennsylvania, Distribution Corporation is not allowed to profit from fluctuations in gas costs. Purchased gas expense recorded on the consolidated income statement matches the revenues collected from customers. Revenues collected in 2023 reflect not only the current cost of gas but also the collection of previously deferred under collected gas costs. The decrease in base rates is related to a tariff filing approved by the NYPSC, which created a surcredit that temporarily eliminates pension and

36

---

Table of Contents

OPEB cost recovery from base rates effective October 1, 2022. Additional details related to the regulatory proceeding are discussed in the Rate Matters section and in Item 1 at Note 11 - Regulatory Matters. In addition to the overall increase in retail gas sales revenue, there was a $2.3 million increase in other revenues. The increase in other revenues is the result of higher capacity release revenues ($1.1 million) and a smaller estimated refund provision from the income tax benefits resulting from the 2017 Tax Reform Act ($1.4 million). Partially offsetting the impact of higher retail gas sales revenue and other revenues, there was a $4.6 million decrease in transportation revenues. The decrease in transportation revenues is mainly attributable to a decrease in base rates, as a result of the NYPSC tariff filing related to pension and OPEB costs discussed above, as well as a 3.0 Bcf decrease in throughput due to warmer weather. The decrease in transportation revenues was partially offset by an increase in the system modernization tracker allocation to transportation customers.

    Operating revenues for the Utility segment increased $112.8 million for the six months ended March 31, 2023 as compared with the six months ended March 31, 2022. The increase largely resulted from a $113.5 million increase in retail gas sales revenue and a $4.0 million increase in other revenues, which were partially offset by a $4.7 million decrease in transportation revenues. The increase in retail gas sales revenue was primarily due to a considerable increase in the cost of gas sold (per Mcf) partially offset by a decrease in base rates, as a result of the NYPSC tariff filing related to pension and OPEB costs discussed above, as well as a 1.5 Bcf decrease in throughput due to warmer weather. The increase in other revenues was largely due to higher capacity release revenues ($1.8 million), a smaller estimated refund provision from the income tax benefits resulting from the 2017 Tax Reform Act ($0.9 million), a positive regulatory adjustment ($0.9 million), and higher late payment charges billed to customers ($0.5 million). The decrease in transportation revenues was largely due to a 2.2 Bcf decrease in transportation throughput during the six months ended March 31, 2023 and the decrease in base rates, as previously mentioned. The decrease in transportation revenues was partially offset by an increase in the system modernization tracker allocation to transportation customers.

    The Utility segment’s earnings for the quarter ended March 31, 2023 were $31.7 million, a decrease of $21.3 million when compared with earnings of $53.0 million for the quarter ended March 31, 2022. The decrease in earnings was primarily attributable to the non-recurrence of an adjustment that increased earnings by $14.6 million during the quarter ended March 31, 2022. The adjustment, which resulted from the conclusion of a proceeding in the Utility's Pennsylvania service territory, recognized the cumulative amount of OPEB income in that jurisdiction that previously had been deferred as a regulatory liability. In addition to the non-recurrence of this transaction, there was a decrease in OPEB income ($1.7 million) in the Utility's Pennsylvania service territory quarter over quarter. Other factors contributing to the decrease included a decrease in usage due to warmer weather ($2.9 million), higher interest expense ($3.4 million), and higher operating expenses ($1.7 million). The increase in interest expense was largely the result of a higher weighted average interest rate on intercompany short-term borrowings. The increase in operating expenses was mainly due to higher personnel costs and an increase in the accrual for uncollectible accounts.

    An additional decrease of $6.3 million resulted from a reduction in the New York jurisdiction’s base rates as a result of the NYPSC tariff filing related to pension and OPEB costs discussed above, which temporarily eliminated the recovery of pension and OPEB expenses effective October 1, 2022. This was offset by a decrease in non-service pension and post-retirement benefit costs ($6.6 million), as Distribution Corporation’s New York service territory ceased recognizing pension and OPEB expenses.

    Partially offsetting these decreases, the Utility segment also experienced the positive earnings impact of a system modernization tracker in New York ($1.7 million), interest earned on deferred gas costs ($0.7 million), and lower income tax expense ($0.8 million) when comparing the quarter ended March 31, 2023 to the quarter ended March 31, 2022.

    The impact of weather variations on earnings in the Utility segment's New York rate jurisdiction is mitigated by that jurisdiction's weather normalization clause (WNC). The WNC in New York, which covers the eight-month period from October through May, has had a stabilizing effect on earnings for the New York rate jurisdiction. In addition, in periods of colder than normal weather, the WNC benefits the Utility segment's New York customers. For the quarter ended March 31, 2023, the WNC increased earnings by approximately $3.3 million, as the weather was warmer than normal. For the quarter ended March 31, 2022, the WNC increased earnings by approximately $1.5 million, as the weather was warmer than normal.

    The Utility segment’s earnings for the six months ended March 31, 2023 were $55.5 million, a decrease of $19.7 million when compared with earnings of $75.2 million for the six months ended March 31, 2022. The decrease is primarily attributable to the non-recurrence of an adjustment that increased earnings by $14.6 million during the quarter ended March 31, 2022, as discussed above. In addition to the non-recurrence of this transaction, there was a decrease in OPEB income ($1.6 million) in the Utility's Pennsylvania service territory period over period. The reduction in the New York jurisdiction's base rates resulting from the NYPSC tariff filing also discussed above ($10.1 million), higher interest expense primarily due to a

37

---

Table of Contents

higher weighted average interest rate on intercompany short-term borrowings ($5.4 million), and higher operating expenses ($4.1 million) resulting from higher personnel costs and an increase in the accrual for uncollectible accounts also contributed to the decrease in earnings.

    Given the elimination of pension and OPEB expense in customer rates, earnings benefited from a decrease in non-service pension and OPEB costs ($10.2 million) in Distribution Corporation's New York service territory, as a result of the NYPSC tariff filing, discussed above. In addition, the impact of a system modernization tracker in New York ($2.6 million), higher other operating revenues ($1.7 million), and lower income tax expense ($0.7 million) partially offset the decrease in earnings when comparing the six months ended March 31, 2023, to the six months ended March 31, 2022. Other operating revenues increased largely due to higher capacity release revenues.

    For the six months ended March 31, 2023, the WNC increased earnings by approximately $4.2 million, as the weather was warmer than normal. For the six months ended March 31, 2022, the WNC increased earnings by approximately $4.1 million, as the weather was warmer than normal.

Corporate and All Other

 

2023 Compared with 2022

 

    Corporate and All Other operations had a net loss of less than $0.1 million for the quarter ended March 31, 2023, a decrease in net loss of $4.4 million when compared with the quarter ended March 31, 2022. The reduction in net loss was primarily attributable to changes in unrealized gains and losses on investments in equity securities. During the quarter ended March 31, 2023, the Company recorded unrealized gains of $0.8 million. During the quarter ended March 31, 2022, the Company recorded unrealized losses of $1.7 million. Also contributing to the reduction in net loss were changes in cash surrender value of life insurance policies, which increased in value $0.4 million during the current quarter compared to a decrease in value of $0.7 million during the prior-year second quarter.

    For the six months ended March 31, 2023, Corporate and All Other operations had earnings of $0.5 million, an increase of $5.3 million when compared with a net loss of $4.8 million for the six months ended March 31, 2022. The increase in earnings was primarily attributable to changes in unrealized gains and losses on investments in equity securities. During the six months ended March 31, 2023, the Company recorded unrealized gains of $1.0 million. During the six months ended March 31, 2022, the Company recorded unrealized losses of $5.3 million. Lower non-service pension and post-retirement benefit costs ($1.0 million) also contributed to the increase in earnings. These changes were partially offset by a decrease in realized gains from sales of investments in equity securities ($2.9 million).

Other Income (Deductions)

    Net other income on the Consolidated Statement of Income was $2.9 million for the quarter ended March 31, 2023, compared to net other income of $10.0 million for the quarter ended March 31, 2022. This change is primarily attributable to an $11.2 million decrease in non-service pension and post-retirement benefit income quarter over quarter. This is largely related to lower non-service post-retirement benefit income in the Utility’s Pennsylvania service territory stemming from the conclusion of a rate proceeding in the Utility’s Pennsylvania service territory during the quarter ended March 31, 2022. As a result of that proceeding, a one-time adjustment was recorded to reduce a regulatory liability in that jurisdiction by $18.5 million. This decrease in OPEB income was partially offset by an $8.3 million decrease in non-service pension and post-retirement benefit expense in the Utility’s New York Service territory as a result of a tariff filing that became effective October 1, 2022. Additional details related to the regulatory proceedings are discussed in the Rate Matters section and in Item 1, Note 11 – Regulatory Matters.

    Net other income on the Consolidated Statement of Income was $9.2 million for the six months ended March 31, 2023, compared to net other income of $8.9 million for the six months ended March 31, 2022. Higher interest income of $4.6 million contributed to the increase. This was primarily due to an increase in interest on temporary cash investments, increased interest on a larger undercollection of gas costs over the prior year in Distribution Corporation and an increase in interest received from hedging collateral deposits in the Exploration and Production segment. Changes in unrealized and realized gains and losses on investments in equity securities also increased other income by $5.1 million period over period. Offsetting these increases, there was a $5.0 million reduction in non-service pension and post-retirement benefit income period over period. As discussed above, the Utility's Pennsylvania service territory recorded a one-time adjustment that resulted in $18.5 million of income during the quarter ended March 31, 2022. The resulting earnings reduction in 2023 was largely offset by a $12.9 million decrease in non-service pension and post-retirement benefit expense in the Utility's New York service territory as a result of the

38

---

Table of Contents

tariff filing that became effective October 1, 2022. Other offsetting factors include a mark-to-market adjustment that reduced the value of the contingent consideration received from the sale of Seneca's California assets in June 2022 and a $1.9 million reduction in allowance for funds used during construction.

Interest Expense on Long-Term Debt

 

    Interest expense on long-term debt on the Consolidated Statement of Income decreased $2.5 million for the quarter ended March 31, 2023 as compared to the quarter ended March 31, 2022. For the six months ended March 31, 2023, interest expense on long-term debt decreased $3.0 million as compared with the six months ended March 31, 2022. This was primarily due to the March 2023 redemptions of $350.0 million of the $500.0 million 3.75% note and the $49.0 million 7.395% note. In addition, $150.0 million of the $500.0 million 3.75% note was redeemed in November 2022, which also contributed to the decrease.

CAPITAL RESOURCES AND LIQUIDITY

 

    The Company’s primary sources of cash during the six-month period ended March 31, 2023 consisted of cash provided by operating activities, proceeds from short-term borrowings and proceeds from the sale of a fixed income mutual fund held in a grantor trust. The Company’s primary sources of cash during the six-month period ended March 31, 2022 consisted of cash provided by operating activities, net proceeds from short-term borrowings, proceeds from the sale of a fixed income mutual fund held in a grantor trust and net proceeds from the sale of oil and gas properties.

    The Company expects to have adequate amounts of cash available to meet both its short-term and long-term cash requirements for at least the next twelve months and for the foreseeable future thereafter. During the remainder of 2023, cash provided by operating activities is expected to increase when compared to the same period in 2022 and will be used to fund the Company's capital expenditures. Based on current commodity prices, cash provided by operating activities is expected to exceed capital expenditures in 2024. This is expected to provide the Company with the option to consider additional growth investments, further reductions in short-term debt, and increasing the amount of cash flow returned to shareholders, either through increases to the Company’s dividend or via repurchases of common stock. These cash flow projections do not reflect the impact of acquisitions or divestitures that may arise in the future.

Operating Cash Flow

    Internally generated cash from operating activities consists of net income available for common stock, adjusted for non-cash expenses, non-cash income, gains and losses associated with investing and financing activities, and changes in operating assets and liabilities. Non-cash items include depreciation, depletion and amortization, deferred income taxes and stock-based compensation.

    Cash provided by operating activities in the Utility and Pipeline and Storage segments may vary substantially from period to period because of the impact of rate cases. In the Utility segment, supplier refunds, over- or under-recovered purchased gas costs and weather may also significantly impact cash flow. The impact of weather on cash flow is tempered in the Utility segment’s New York rate jurisdiction by its WNC and in the Pipeline and Storage segment by the straight fixed-variable rate design used by Supply Corporation and Empire.

    Because of the seasonal nature of the heating business in the Utility segment, revenues in this business are relatively high during the heating season, primarily the first and second quarters of the fiscal year, and receivable balances historically increase during these periods from the receivable balances at September 30.

    The storage gas inventory normally declines during the first and second quarters of the fiscal year and is replenished during the third and fourth quarters.  For storage gas inventory accounted for under the LIFO method, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption "Other Accruals and Current Liabilities." Such reserve is reduced as the inventory is replenished.

    Cash provided by operating activities in the Exploration and Production segment may vary from period to period as a result of changes in the commodity prices of natural gas as well as changes in production.  The Company uses various derivative financial instruments, including price swap agreements and no cost collars, in an attempt to manage this energy commodity price risk.

39

---

Table of Contents

    Net cash provided by operating activities totaled $711.2 million for the six months ended March 31, 2023, an increase of $285.6 million compared with $425.6 million provided by operating activities for the six months ended March 31, 2022. The increase in cash provided by operating activities primarily reflects higher cash provided by operating activities in the Exploration and Production segment primarily due to higher cash receipts from natural gas production in the Appalachian region and higher realized natural gas prices, after hedging.

Investing Cash Flow

 

Expenditures for Long-Lived Assets

 

    The Company’s expenditures for long-lived assets totaled $440.6 million during the six months ended March 31, 2023 and $376.2 million during the six months ended March 31, 2022.  The table below presents these expenditures:

Total Expenditures for Long-Lived Assets
Six Months Ended March 31,			2023						2022						Increase (Decrease)
(Millions)
Exploration and Production:
Capital Expenditures			$	323.6		(1)			$	274.0		(2)			$	49.6
Pipeline and Storage:
Capital Expenditures			33.3			(1)			38.5			(2)			(5.2)
Gathering:
Capital Expenditures			34.1			(1)			20.0			(2)			14.1
Utility:
Capital Expenditures			49.2			(1)			43.3			(2)			5.9
All Other:
Capital Expenditures			0.4						0.4						—
			$	440.6					$	376.2					$	64.4

 

(1)At March 31, 2023, capital expenditures for the Exploration and Production segment, the Pipeline and Storage segment, the Gathering segment and the Utility segment include $56.1 million, $2.2 million, $2.0 million and $4.2 million, respectively, of non-cash capital expenditures. At September 30, 2022, capital expenditures for the Exploration and Production segment, the Pipeline and Storage segment, the Gathering segment and the Utility segment included $83.0 million, $15.2 million, $10.7 million and $11.4 million, respectively, of non-cash capital expenditures. 

(2)At March 31, 2022, capital expenditures for the Exploration and Production segment, the Pipeline and Storage segment, the Gathering segment and the Utility segment included $52.5 million, $3.5 million, $3.4 million and $4.1 million, respectively, of non-cash capital expenditures.  At September 30, 2021, capital expenditures for the Exploration and Production segment, the Pipeline and Storage segment, the Gathering segment and the Utility segment included $47.9 million, $39.4 million, $4.8 million and $10.6 million, respectively, of non-cash capital expenditures.  

 

Exploration and Production 

 

    The Exploration and Production segment capital expenditures for the six months ended March 31, 2023 were primarily well drilling and completion expenditures in the Appalachian region (including $143.2 million in the Marcellus Shale area and $172.4 million in the Utica Shale area).  These amounts included approximately $208.2 million spent to develop proved undeveloped reserves.

    The Exploration and Production segment capital expenditures for the six months ended March 31, 2022 were primarily well drilling and completion expenditures and included approximately $258.8 million for the Appalachian region (including $84.8 million in the Marcellus Shale area and $166.8 million in the Utica Shale area) and $15.2 million for the West Coast region. These amounts included approximately $93.4 million spent to develop proved undeveloped reserves.

Pipeline and Storage

 

    The Pipeline and Storage segment capital expenditures for the six months ended March 31, 2023 were primarily for additions, improvements and replacements to this segment's transmission and gas storage systems, which included system modernization expenditures that enhance the reliability and safety of the systems and reduce emissions. The Pipeline and Storage segment capital expenditures for the six months ended March 31, 2022 were primarily for expenditures related to Supply Corporation's FM100 Project ($21.0 million). In addition, the Pipeline and Storage segment capital expenditures for the

40

---

Table of Contents

six months ended March 31, 2022 included additions, improvements and replacements to this segment’s transmission and gas storage systems.

Gathering

 

    The majority of the Gathering segment capital expenditures for the six months ended March 31, 2023 included expenditures related to the continued expansion of Midstream Company's Clermont, Covington, Trout Run and Wellsboro gathering systems, as discussed below. Midstream Company spent $10.2 million, $10.4 million, $3.8 million and $6.4 million, respectively, during the six months ended March 31, 2023 on the development of the Clermont, Covington, Trout Run, and Wellsboro gathering systems. These expenditures were largely attributable to the installation of new in-field gathering pipelines, as well as the continued development of centralized station facilities, including increased compression horsepower, at the Clermont, Trout Run, and Wellsboro gathering systems. In the Tioga gathering system, which is part of Midstream Covington, expenditures were largely attributable to the expansion of on-pad and centralized station facilities related to bringing new development online.

    The majority of the Gathering segment capital expenditures for the six months ended March 31, 2022 included expenditures related to the continued expansion of Midstream Company's Clermont and Covington gathering systems. Midstream Company spent $8.7 million and $10.6 million, respectively, during the six months ended March 31, 2022 on the development of the Clermont and Covington gathering systems. These expenditures were largely attributable to the installation of new in-field gathering pipelines in the Clermont gathering system, as well as the development of new gathering facilities, including new in-field gathering pipelines and station upgrades in the Tioga gathering system.

Utility 

 

    The majority of the Utility segment capital expenditures for the six months ended March 31, 2023 and March 31, 2022 were made for main and service line improvements and replacements that enhance the reliability and safety of the system and reduce emissions. Expenditures were also made for main extensions.

Other Investing Activities

 

    In October 2021, the Company sold $30 million of fixed income mutual fund shares held in a grantor trust that was established for the benefit of Pennsylvania ratepayers. The proceeds were used in the Utility segment’s Pennsylvania service territory to fund a one-time customer bill credit of $25 million in October 2021 for previously overcollected OPEB expenses and the first year installment of a 5-year pass back of an additional $29 million in previously overcollected OPEB expenses in accordance with new rates that went into effect on October 1, 2021. In October 2022, the Company sold an additional $10 million of fixed income mutual fund shares held in the grantor trust. The proceeds from this sale were used to fund the second year installment of the 5-year pass back of overcollected OPEB expenses as well as to diversify a portion of grantor trust investments into lower risk money market mutual fund shares. Please refer to the Rate Matters section that follows for additional discussion of this matter.

    In March 2022, the Company completed the sale of certain oil and gas assets located in Tioga County, Pennsylvania effective as of October 1, 2021. The Company received net proceeds of $13.5 million from this sale. Under the full cost method of accounting for oil and natural gas properties, the sale proceeds were accounted for as a reduction of capitalized costs. Since the disposition did not significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center, the Company did not record any gain or loss from this sale.

    On June 30, 2022, the Company completed the sale of Seneca’s California assets, all of which are in the Exploration and Production segment, to Sentinel Peak Resources California LLC for a total sale price of $253.5 million, consisting of $240.9 million in cash and contingent consideration valued at $12.6 million at closing. The fair value of the contingent consideration was $5.9 million at March 31, 2023. The Company pursued this sale given the strong commodity price environment and the Company’s strategic focus in the Appalachian Basin. Under the terms of the purchase and sale agreement, the Company can receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $10 million per year, with the amount of each annual payment calculated as $1.0 million for each $1 per barrel that the ICE Brent Average for each calendar year exceeds $95 per barrel up to $105 per barrel. The sale price, which reflected an effective date of April 1, 2022, was reduced for production revenues less expenses that were retained by Seneca from the effective date to the closing date. Under the full cost method of accounting for oil and natural gas properties, $220.7 million of the sale price at closing was accounted for as a reduction of capitalized costs since the disposition did not alter the relationship between capitalized costs and proved reserves of oil and gas attributable to the cost center. The remainder of the sale price ($32.8 million) was applied against assets that are not subject to the full cost method of accounting, with the Company

41

---

Table of Contents

recognizing a gain of $12.7 million on the sale of such assets. The majority of this gain related to the sale of emission allowances.

    On March 22, 2023, the Company entered into a purchase and sale agreement to acquire certain upstream assets located in Potter and Tioga counties, Pennsylvania from SWN Production Company, LLC effective as of January 1, 2023 for total consideration of $127.0 million, subject to certain purchase price adjustments at closing. These assets are contiguous with existing Company owned upstream assets in Pennsylvania. The Company made a deposit of $12.7 million at the signing of the purchase and sale agreement and intends to finance the remaining acquisition cost using short and/or long-term borrowings. The transaction is expected to close before the end of June 2023.

Project Funding

 

    Over the past two years, the Company has been financing capital expenditures with cash from operations, short-term debt and proceeds from the sale of the Company's California assets. During the six months ended March 31, 2023 and March 31, 2022, capital expenditures were funded with cash from operations and short-term debt. Going forward, the Company expects to use cash on hand, cash from operations and short-term or long-term borrowings, as needed, to finance capital expenditures. The level of short-term and/or long-term borrowings will depend upon the amount of cash provided by operations, which, in turn, will likely be most impacted by natural gas production, and the associated commodity price realizations, as well as the level of hedging collateral deposits in the Exploration and Production segment. It will also likely depend on the timing of gas cost recovery in the Utility segment.

    The Company continuously evaluates capital expenditures and potential investments in corporations, partnerships, and other business entities. The amounts are subject to modification for opportunities such as the acquisition of attractive natural gas properties, quicker development of existing natural gas properties, natural gas storage and transmission facilities, natural gas gathering and compression facilities and the expansion of natural gas transmission line capacities, regulated utility assets and other opportunities as they may arise. The amounts are also subject to modification for opportunities involving carbon emission reductions and/or energy transition including investments directly related to low- and no-carbon fuels. While the majority of capital expenditures in the Utility segment are necessitated by the continued need for replacement and upgrading of mains and service lines, the magnitude of future capital expenditures or other investments in the Company’s business segments depends, to a large degree, upon market and regulatory conditions as well as legislative actions.

 

Financing Cash Flow

 

    Consolidated short-term debt increased $350.0 million, to a total of $410.0 million, when comparing the balance sheet at March 31, 2023 to the balance sheet at September 30, 2022. The maximum amount of short-term debt outstanding during the six months ended March 31, 2023 was $410.0 million. In addition to cash provided by operating activities, the Company continues to consider short-term debt (consisting of short-term notes payable to banks and commercial paper) an important source of cash for temporarily financing capital expenditures, gas-in-storage inventory, unrecovered purchased gas costs, margin calls on derivative financial instruments, other working capital needs and repayment of long-term debt. Fluctuations in these items can have a significant impact on the amount and timing of short-term debt. For example, during the six months ended March 31, 2023, the Company repaid $549.0 million of long-term debt with maturity dates in March 2023. The Company utilized short-term borrowings and cash on hand to redeem the maturities, resulting in an increase in the short-term debt balance. As of March 31, 2023, the Company had outstanding commercial paper of $160.0 million and short-term notes payable to banks of $250.0 million.

    On February 28, 2022, the Company entered into a Credit Agreement (as amended from time to time, the "Credit Agreement") with a syndicate of twelve banks. The Credit Agreement replaced the previous Fourth Amended and Restated Credit Agreement and a previous 364-Day Credit Agreement. The Credit Agreement provides a $1.0 billion unsecured committed revolving credit facility with a maturity date of February 26, 2027.

    On June 30, 2022, the Company entered into the 364-Day Credit Agreement with a syndicate of five banks, all of which are also lenders under the Credit Agreement. The 364-Day Credit Agreement provides an additional $250.0 million unsecured committed delayed draw term loan credit facility with a maturity date of June 29, 2023. The Company elected to draw $250.0 million under the facility on October 27, 2022. The Company used the proceeds for general corporate purposes, which included using $150.0 million for the November 2022 redemption of a portion of the Company's outstanding long-term debt with a maturity date in March 2023.

42

---

Table of Contents

    The Company also has uncommitted lines of credit with financial institutions for general corporate purposes. Borrowings under these uncommitted lines of credit would be made at competitive market rates. The uncommitted credit lines are revocable at the option of the financial institution and are reviewed on an annual basis. The Company anticipates that its uncommitted lines of credit generally will be renewed or substantially replaced by similar lines. Other financial institutions may also provide the Company with uncommitted or discretionary lines of credit in the future.

    The total amount available to be issued under the Company’s commercial paper program is $500.0 million. The commercial paper program is backed by the Credit Agreement, which provides that the Company's debt to capitalization ratio will not exceed .65 at the last day of any fiscal quarter. For purposes of calculating the debt to capitalization ratio, the Company's total capitalization will be increased by adding back 50% of the aggregate after-tax amount of non-cash charges directly arising from any ceiling test impairment occurring on or after July 1, 2018, not to exceed $400 million. Since July 1, 2018, the Company recorded non-cash, after-tax ceiling test impairments totaling $381.4 million. As a result, at March 31, 2023, $190.7 million was added back to the Company's total capitalization for purposes of the calculation under the Credit Agreement and 364-Day Credit Agreement. On May 3, 2022, the Company entered into Amendment No. 1 to the Credit Agreement with the same twelve banks under the initial Credit Agreement. The amendment further modified the definition of consolidated capitalization, for purposes of calculating the debt to capitalization ratio under the Credit Agreement, to exclude, beginning with the quarter ended June 30, 2022, all unrealized gains or losses on commodity-related derivative financial instruments and up to $10 million in unrealized gains or losses on other derivative financial instruments included in Accumulated Other Comprehensive Income (Loss) within Total Comprehensive Shareholders' Equity on the Company's consolidated balance sheet. Under the Credit Agreement, such unrealized losses will not negatively affect the calculation of the debt to capitalization ratio, and such unrealized gains will not positively affect the calculation. The 364-Day Credit Agreement includes the same debt to capitalization covenant and the same exclusions of unrealized gains or losses on derivative financial instruments as the Credit Agreement. At March 31, 2023, the Company’s debt to capitalization ratio, as calculated under the Credit Agreement and 364-Day Credit Agreement, was .45. The constraints specified in the Credit Agreement and 364-Day Credit Agreement would have permitted an additional $3.20 billion in short-term and/or long-term debt to be outstanding at March 31, 2023 before the Company’s debt to capitalization ratio exceeded .65.

    A downgrade in the Company’s credit ratings could increase borrowing costs, negatively impact the availability of capital from banks, commercial paper purchasers and other sources, and require the Company's subsidiaries to post letters of credit, cash or other assets as collateral with certain counterparties. If the Company is not able to maintain investment-grade credit ratings, it may not be able to access commercial paper markets. However, the Company expects that it could borrow under its credit facilities or rely upon other liquidity sources.

    The Credit Agreement and 364-Day Credit Agreement contain a cross-default provision whereby the failure by the Company or its significant subsidiaries to make payments under other borrowing arrangements, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the Credit Agreement and 364-Day Credit Agreement. In particular, a repayment obligation could be triggered if (i) the Company or any of its significant subsidiaries fails to make a payment when due of any principal or interest on any other indebtedness aggregating $40.0 million or more or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $40.0 million or more to cause, such indebtedness to become due prior to its stated maturity.

    None of the Company's long-term debt as of March 31, 2023 had a maturity date within the following twelve-month period. The Current Portion of Long-Term Debt at September 30, 2022 consisted of $500.0 million of 3.75% notes ($150.0 million of which was subsequently paid in November 2022) and $49.0 million of 7.395% notes, that each had maturity dates in March 2023. The Company utilized short-term borrowings and cash on hand to repay $150.0 million of these maturities in November 2022 and the remaining $399.0 million in March 2023.

    The Company’s embedded cost of long-term debt was 4.58% at March 31, 2023 and 4.48% at March 31, 2022.

    Under the Company’s existing indenture covenants at March 31, 2023, the Company would have been permitted to issue up to a maximum of approximately $3.73 billion in additional unsubordinated long-term indebtedness at then current market interest rates, in addition to being able to issue new indebtedness to replace existing debt (further limited by debt to capitalization ratio constraints under the Company's Credit Agreement, as discussed above). The Company's present liquidity position is believed to be adequate to satisfy known demands. It is possible, depending on amounts reported in various income statement and balance sheet line items, that the indenture covenants could, for a period of time, prevent the Company from issuing incremental unsubordinated long-term debt, or significantly limit the amount of such debt that could be issued. Losses incurred as a result of significant impairments of oil and gas properties have in the past resulted in such temporary restrictions. The indenture covenants would not preclude the Company from issuing new long-term debt to replace existing long-term debt,

43

---

Table of Contents

or from issuing additional short-term debt. Please refer to the Critical Accounting Estimates section above for a sensitivity analysis concerning commodity price changes and their impact on the ceiling test.

    The Company’s 1974 indenture pursuant to which $50.0 million (or 2.4%) of the Company’s long-term debt (as of March 31, 2023) was issued, contains a cross-default provision whereby the failure by the Company to perform certain obligations under other borrowing arrangements could trigger an obligation to repay the debt outstanding under the indenture. In particular, a repayment obligation could be triggered if the Company fails (i) to pay any scheduled principal or interest on any debt under any other indenture or agreement or (ii) to perform any other term in any other such indenture or agreement, and the effect of the failure causes, or would permit the holders of the debt to cause, the debt under such indenture or agreement to become due prior to its stated maturity, unless cured or waived.

OTHER MATTERS

 

    In addition to the legal proceedings disclosed in Part II, Item 1 of this report, the Company is involved in other litigation and regulatory matters arising in the normal course of business. These other matters may include, for example, negligence claims and tax, regulatory or other governmental audits, inspections, investigations or other proceedings. These matters may involve state and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things. While these normal-course matters could have a material effect on earnings and cash flows in the period in which they are resolved, they are not expected to change materially the Company’s present liquidity position, nor are they expected to have a material adverse effect on the financial condition of the Company.

    Supply Corporation and Empire have developed a project which would move significant prospective Marcellus and Utica production from Seneca's Western Development Area at Clermont to an Empire interconnection with the TC Energy pipeline at Chippawa and an interconnection with TGP's 200 Line in East Aurora, New York (the “Northern Access project”). The Northern Access project would provide an outlet to Dawn-indexed markets in Canada and to the TGP line serving the U.S. Northeast. The Northern Access project involves the construction of approximately 99 miles of largely 24” pipeline and approximately 27,500 horsepower of compression on the two systems. Supply Corporation, Empire and Seneca executed anchor shipper agreements for 350,000 Dth per day of firm transportation delivery capacity to Chippawa and 140,000 Dth per day of firm transportation capacity to a new interconnection with TGP's 200 Line on this project. The Company remains committed to the project and, on June 29, 2022, received an extension of time from FERC, until December 31, 2024, to construct the project. The Company will update the $500 million preliminary cost estimate and expected in-service date for the project when there is further clarity on the timing of receipt of necessary regulatory approvals. As of March 31, 2023, approximately $55.9 million has been spent on the Northern Access project, including $24.3 million that has been spent to study the project. The remaining $31.6 million spent on the project is included in Property, Plant and Equipment on the Consolidated Balance Sheet at March 31, 2023.

 

    The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) or its VEBA trusts for its other post-retirement benefits during the six months ended March 31, 2023, and does not anticipate making any such contributions during the remainder of fiscal 2023.

Market Risk Sensitive Instruments

 

    On July 21, 2010, the Dodd-Frank Act was signed into law. The Dodd-Frank Act required the CFTC, SEC and other regulatory agencies to promulgate rules and regulations implementing the legislation, and includes provisions related to the swaps and over-the-counter derivatives markets that are designed to promote transparency, mitigate systemic risk and protect against market abuse. Although regulators have adopted several final regulations, other rules that may impact the Company have yet to be finalized. Rules adopted by the CFTC and other regulators could adversely impact the Company. While many of those rules place specific conditions on the operations of swap dealers rather than directly on the Company, concern remains that swap dealers with whom the Company may transact will pass along their increased costs stemming from final rules through higher transaction costs and prices or other direct or indirect costs. Some of those rules also may apply directly to the Company and adversely impact its ability to trade swaps and over-the-counter derivatives, whether due to increased costs, limitations on trading capacity or for other reasons. Additionally, given the enforcement authority granted to the CFTC on anti-market manipulation, anti-fraud and anti-disruptive trading practices, it is difficult to predict how the evolving enforcement priorities of the CFTC will impact our business. Should the Company violate any laws or regulations applicable to our hedging activities, it could be subject to CFTC enforcement action and material penalties and sanctions. The Company cannot predict the impact that evolving application of the Dodd-Frank Act may have on its operations.

 

44

---

Table of Contents

    The authoritative guidance for fair value measurements and disclosures require consideration of the impact of nonperformance risk (including credit risk) from a market participant perspective in the measurement of the fair value of assets and liabilities.  At March 31, 2023, the Company determined that nonperformance risk associated with its natural gas price swap agreements, natural gas no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation.  To assess nonperformance risk, the Company considered information such as any applicable collateral posted, master netting arrangements, and applied a market-based method by using the counterparty's (assuming the derivative is in a gain position) or the Company’s (assuming the derivative is in a loss position) credit default swaps rates.

    For a complete discussion of all other market risk sensitive instruments used by the Company, refer to “Market Risk Sensitive Instruments” in Item 7 of the Company’s 2022 Form 10-K.

Rate Matters

 

Utility Operation

 

    Delivery rates for both the New York and Pennsylvania divisions are regulated by the states’ respective public utility commissions and typically are changed only when approved through a procedure known as a “rate case.” As noted below, the Pennsylvania division currently has a rate case on file. In both jurisdictions, delivery rates do not reflect the recovery of purchased gas costs. Prudently-incurred gas costs are recovered through operation of automatic adjustment clauses, and are collected primarily through a separately-stated “supply charge” on the customer bill.

 

New York Jurisdiction

 

    Distribution Corporation's current delivery rates in its New York jurisdiction were approved by the NYPSC in an order issued on April 20, 2017 with rates becoming effective May 1, 2017. The order provided for a return on equity of 8.7%, and directed the implementation of an earnings sharing mechanism to be in place beginning on April 1, 2018. The order also authorized the Company to recover approximately $15 million annually for pension and OPEB expenses from customers. Because the Company's future pension and OPEB costs were projected to be satisfied with existing funds held in reserve, in July 2022, Distribution Corporation made a filing with the NYPSC to effectuate a pension and OPEB surcredit to customers to offset these amounts being collected in base rates effective October 1, 2022. On September 16, 2022, the NYPSC issued an order approving the filing. The surcredit will remain in effect until modified by the NYPSC in another proceeding, or until December 31, 2024, whichever is earlier. With the implementation of this surcredit, Distribution Corporation will no longer be funding the Retirement Plan or its VEBA trusts in its New York jurisdiction.

    On August 13, 2021, the NYPSC issued an order extending the date through which qualified pipeline replacement costs incurred by the Company can be recovered using the existing system modernization tracker for two years (until March 31, 2023). On December 9, 2022, the Company filed a petition with the NYPSC to effectuate a system improvement tracker through which qualified pipeline replacement costs through September 30, 2024 would be tracked and recovered, and to recover certain deferred costs associated with the existing system modernization tracker, effective April 1, 2023. The NYPSC approved the petition via order dated March 17, 2023 contingent on the Company not filing a base rate case that would result in new rates becoming effective prior to October 1, 2024.

    On January 19, 2023, the NYPSC issued an order in its Effects of COVID-19 on Utility Service (20-M-0266) and Energy Affordability for Low Income Utility Customers (14-M-0565) proceedings whereby a Phase 2 Utility Arrears Relief Program was authorized. Specifically, the order directed Distribution Corporation and certain other New York utilities to, among other things, address arrears on residential non-energy affordability program (EAP) ratepayer accounts that did not receive a credit under the NYPSC’s Phase 1 program and small commercial ratepayer accounts by issuing a one-time bill credit to such customers to reduce or eliminate accrued arrears through May 1, 2022. The credits shall be processed within 90 days of the effective date of the order, provided that residential non-EAP customers who had their service disconnected for non-payment in 2022 shall be allowed the opportunity to have their service reinstated in order to receive the credit through June 30, 2023. The order further directs utilities to suspend residential service terminations for non-payment while arrears credits are applied to accounts through March 1, 2023, or 30 days after credits have been applied, whichever is later. The order authorizes the utilities to recover the Phase 2 costs (the arrears credits and associated carrying charges) through a surcharge. Utilities proposed various offsets to Phase 2 program costs, and Distribution Corporation has proposed certain offsets as part of an uncollectible expense reconciliation proposal. On February 17, 2023, Distribution Corporation made a filing with the NYPSC seeking approval of its uncollectible expense reconciliation mechanism and a determination is pending. Application of the proposed offsets and collection periods will be determined when the NYPSC rules on the uncollectible expense reconciliation filing.

45

---

Table of Contents

Pennsylvania Jurisdiction

 

    Distribution Corporation’s current delivery rates in its Pennsylvania jurisdiction were approved by the PaPUC on November 30, 2006 as part of a settlement agreement that became effective January 1, 2007. On October 28, 2022, Distribution Corporation made a filing with the PaPUC seeking an increase in its annual base rate operating revenues of $28.1 million with a proposed effective date of December 27, 2022. On December 8, 2022, the PaPUC issued an order suspending the filing until July 27, 2023 by operation of law unless directed otherwise by the PaPUC. Following discovery, the submission of testimony and an evidentiary hearing, the parties to the proceeding agreed to a settlement that authorizes, among other things, an increase in Distribution Corporation’s annual base rate operating revenues of $23 million as of August 1, 2023. On April 13, 2023, Distribution Corporation filed a joint petition with the PaPUC seeking approval of the settlement on behalf of all active parties to the proceeding. The joint petition is currently pending before the PaPUC.

    Effective October 1, 2021, pursuant to a tariff supplement filed with the PaPUC, Distribution Corporation reduced base rates by $7.7 million in order to stop collecting OPEB expenses from customers. It also began to refund to customers overcollected OPEB expenses in the amount of $50.0 million. All matters with respect to this tariff supplement were finalized on February 24, 2022 with the PaPUC's approval of an Administrative Law Judge's Recommended Decision. Concurrent with that decision, the Company discontinued regulatory accounting for OPEB expenses and recorded an $18.5 million adjustment during the quarter ended March 31, 2022 to reduce its regulatory liability for previously deferred OPEB income amounts through September 30, 2021 and to increase Other Income (Deductions) on the consolidated financial statements by a like amount. The Company also increased customer refunds of overcollected OPEB expenses from $50.0 million to $54.0 million. All refunds specified in the tariff supplement are being funded entirely by grantor trust assets held by the Company, most of which are included in a fixed income mutual fund that is a component of Other Investments on the Company's Consolidated Balance Sheet. With the elimination of OPEB expenses in base rates, Distribution Corporation is no longer funding the grantor trust or its VEBA trusts in its Pennsylvania jurisdiction.

         

Pipeline and Storage

 

    Supply Corporation’s 2020 rate settlement provides that no party may make a rate filing for new rates to be effective before February 1, 2024, except that Supply Corporation may file an NGA general Section 4 rate case to change rates if the corporate federal income tax rate is increased. If no case has been filed, Supply Corporation must file for rates to be effective February 1, 2025.

    Empire’s 2019 rate settlement provides that Empire must make a rate case filing no later than May 1, 2025.

Environmental Matters

 

    The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Company has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and comply with regulatory requirements. In 2021, the Company set methane intensity reduction targets at each of its businesses, an absolute greenhouse gas emissions reduction target for the consolidated Company, and greenhouse gas reduction targets associated with the Company’s utility delivery system. In 2022, the Company began measuring progress against these reduction targets. The Company's ability to estimate accurately the time, costs and resources necessary to meet emissions targets may change as environmental exposures and opportunities change and regulatory updates are issued.

    For further discussion of the Company's environmental exposures, refer to Item 1 at Note 8 — Commitments and Contingencies under the heading “Environmental Matters.”

    Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of discussion or implementation in the United States. These efforts include legislation, legislative proposals and new regulations at the state and federal level, and private party litigation related to greenhouse gas emissions. Legislation or regulation that aims to reduce greenhouse gas emissions could also include emissions limits, reporting requirements, carbon taxes, restrictive permitting, increased efficiency standards, and incentives or mandates to conserve energy or use renewable energy sources. For example, the Inflation Reduction Act of 2022 (IRA) legislation was signed into law on August 16, 2022. The IRA includes a methane charge that is expected to be applicable to the reported annual methane emissions of certain oil and gas facilities, above specified methane intensity thresholds, starting in calendar year 2024. This portion of the IRA is to be administered by the EPA and potential fees will begin with emissions reported for calendar year 2024. The EPA regulates greenhouse gas

46

---

Table of Contents

emissions pursuant to the Clean Air Act. The regulations implemented by the EPA impose more stringent leak detection and repair requirements, and further address reporting and control of methane and volatile organic compound emissions. The Company must continue to comply with all applicable regulations. Additionally, a number of states have adopted energy strategies or plans with aggressive goals for the reduction of greenhouse gas emissions. Pennsylvania has a methane reduction framework with the stated goal of reducing methane emissions from well sites, compressor stations and pipelines. Pennsylvania's Governor also entered the Commonwealth into a cap-and-trade program known as the Regional Greenhouse Gas Initiative, however, the Commonwealth's participation is currently stayed due to ongoing litigation. Federal, state or local governments may provide tax advantages and other subsidies to support alternative energy sources, mandate the use of specific fuels or technologies, or promote research into new technologies to reduce the cost and increase the scalability of alternative energy sources. The NYPSC, for example, initiated a proceeding to consider climate-related financial disclosures at the utility operating company level, and the New York State legislature passed the CLCPA that mandates reducing greenhouse gas emissions by 40% from 1990 levels by 2030, and by 85% from 1990 levels by 2050, with the remaining emission reduction achieved by controlled offsets. The CLCPA also requires electric generators to meet 70% of demand with renewable energy by 2030 and 100% with zero emissions generation by 2040. These climate change and greenhouse gas initiatives could impact the Company's customer base and assets depending on the promulgation of final regulations and on regulatory treatment afforded in the process. Thus far, the only regulations promulgated in connection with the CLCPA are statewide greenhouse gas emissions limits established by the NYDEC in 6 NYCRR Part 496, effective December 30, 2020. The NYDEC has until January 1, 2024 to issue further rules and regulations implementing the statute and had indicated that it will initiate regulatory proceedings to investigate development of a cap-and-invest program in New York. The above-enumerated initiatives could also increase the Company’s cost of environmental compliance by increasing reporting requirements, requiring retrofitting of existing equipment, requiring installation of new equipment, and/or requiring the purchase of emission allowances. They could also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals. Changing market conditions and new regulatory requirements, as well as unanticipated or inconsistent application of existing laws and regulations by administrative agencies, make it difficult to predict a long-term business impact across twenty or more years.

Effects of Inflation

    The Company’s operations are sensitive to increases in the rate of inflation because of its operational and capital spending requirements in both its regulated and non-regulated businesses. For the regulated businesses, recovery of increasing costs from customers can be delayed by the regulatory process of a rate case filing. For the non-regulated businesses, prices received for services performed or products produced are determined by market factors that are not necessarily correlated to the underlying costs required to provide the service or product.

Safe Harbor for Forward-Looking Statements

 

    The Company is including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are also expressly qualified by these cautionary statements. Certain statements contained in this report, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new authoritative accounting and reporting guidance, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may,” and similar expressions, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and accordingly 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 are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements:

1.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;

47

---

Table of Contents

2.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;

3.The Company’s ability to estimate accurately the time and resources necessary to meet emissions targets;

4.Governmental/regulatory actions and/or market pressures to reduce or eliminate reliance on natural gas;

5.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;

6.Changes in the price of natural gas;

7.The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;

8.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;

9.Impairments under the SEC’s full cost ceiling test for natural gas reserves;

10.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;

11.The Company's ability to complete planned strategic transactions;

12.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;

13.The impact of information technology disruptions, cybersecurity or data security breaches;

14.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;

15.Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; 

16.Other changes in price differentials between similar quantities of natural gas having different quality, heating value, hydrocarbon mix or delivery date;

17.The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;

18.Negotiations with the collective bargaining units representing the Company's workforce, including potential work stoppages during negotiations;

19.Uncertainty of natural gas reserve estimates;

20.Significant differences between the Company’s projected and actual production levels for natural gas;

21.Changes in demographic patterns and weather conditions (including those related to climate change);

22.Changes in the availability, price or accounting treatment of derivative financial instruments;

23.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;

24.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;

25.Significant differences between the Company’s projected and actual capital expenditures and operating expenses; or

48

---

Table of Contents

26.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.

    Forward-looking and other statements in this Quarterly Report on Form 10-Q regarding methane and greenhouse gas reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking statements regarding methane and greenhouse gas emissions may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

    Refer to the "Market Risk Sensitive Instruments" section in Item 2 – MD&A.

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

    The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. The Company’s management, including the Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2023.   

 

Changes in Internal Control Over Financial Reporting

 

    There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II.  Other Information

 

Item 1.  Legal Proceedings

 

    For a discussion of various environmental and other matters, refer to Part I, Item 1 at Note 8 – Commitments and Contingencies, and Part I, Item 2 - MD&A of this report under the heading “Other Matters – Environmental Matters.”

 

    For a discussion of certain rate matters involving the NYPSC, refer to Part I, Item 1 of this report at Note 11 – Regulatory Matters.

     

Item 1A.  Risk Factors

    The risk factors in Item 1A of the Company’s 2022 Form 10-K, as updated by Item 1A of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, have not materially changed.

    

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

    On January 3, 2023, the Company issued a total of 7,100 unregistered shares of Company common stock to non-employee directors of the Company then serving on the Board of Directors of the Company (or, in the case of non-employee directors who elected to defer receipt of such shares pursuant to the Company's Deferred Compensation Plan for Directors and Officers (the “DCP”), to the DCP trustee), consisting of 710 shares per director. All of these unregistered shares were issued under the Company’s 2009 Non-Employee Director Equity Compensation Plan as partial consideration for such directors’ services during the quarter ended March 31, 2023. The Company issued an additional 350 unregistered shares in the aggregate

49

---

Table of Contents

on January 13, 2023 pursuant to the dividend reinvestment feature of the DCP, to the six non-employee directors who participate in the DCP.  These transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as transactions not involving a public offering.

 

Issuer Purchases of Equity Securities

Period			Total Number of Shares Purchased (a)			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Share Repurchase Plans or Programs			Maximum Number of Shares That May Yet Be Purchased Under Share Repurchase Plans or Programs (b)
Jan. 1 - 31, 2023			11,873			$60.87			—			6,971,019
Feb. 1 - 28, 2023			11,599			$57.53			—			6,971,019
Mar 1 - 31, 2023			11,888			$55.68			—			6,971,019
Total			35,360			$58.03			—			6,971,019

(a)Represents (i) shares of common stock of the Company purchased with Company “matching contributions” for the accounts of participants in the Company’s 401(k) plans, and (ii) shares of common stock of the Company, if any, tendered to the Company by holders of stock-based compensation awards for the payment of applicable withholding taxes. During the quarter ended March 31, 2023, the Company did not purchase any shares of its common stock pursuant to its publicly announced share repurchase program. All of the 35,360 shares purchased other than through a publicly announced share repurchase program were purchased for the Company's 401(k) plans.

(b)In September 2008, the Company’s Board of Directors authorized the repurchase of eight million shares of the Company’s common stock. The Company has not repurchased any shares since September 17, 2008. The repurchase program has no expiration date and management would discuss with the Company's Board of Directors any future repurchases under this program.

Item 6.  Exhibits

Exhibit Number						Description of Exhibit
10.1						Retirement and Consulting Services Agreement, dated as of March 9, 2023, between National Fuel Gas Distribution Corporation and Karen M. Camiolo.
31.1						Written statements of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
31.2						Written statements of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act.
32••						Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99						National Fuel Gas Company Consolidated Statements of Income for the Twelve Months Ended March 31, 2023 and 2022.
101						Interactive data files submitted pursuant to Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income and Earnings Reinvested in the Business for the six months ended March 31, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the six months ended March 31, 2023 and 2022, (iii) the Consolidated Balance Sheets at March 31, 2023 and September 30, 2022, (iv) the Consolidated Statements of Cash Flows for the six months ended March 31, 2023 and 2022 and (v) the Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
••						In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the material contained in Exhibit 32 is “furnished” and not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent that the Registrant specifically incorporates it by reference.

50

---

Table of Contents

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 thereunto duly authorized.

 

NATIONAL FUEL GAS COMPANY
(Registrant)
/s/ T. J. Silverstein
T. J. Silverstein
Treasurer and Principal Financial Officer
/s/ E. G. Mendel
E. G. Mendel
Controller and Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:  May 4, 2023

51