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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2010
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
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1-3880
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13-1086010 |
(State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
of incorporation)
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Identification No.) |
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6363 Main Street, Williamsville, New York
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14221 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
National Fuel Gas Company (the Company) will participate in the Independent Petroleum Association
of Americas Oil & Gas Investment Symposium on October 14, 2010 in San Francisco. The Company also
plans to hold meetings with certain industry analysts, money managers and other members of the
financial community. A copy of materials to be presented by the Company during the symposium and
provided to participants in the Companys meetings is furnished as part of this Current Report as
Exhibit 99.
Neither the furnishing of the presentation as an exhibit to this Current Report nor the inclusion
in such presentation of any reference to the Companys internet address shall, under any
circumstances, be deemed to incorporate the information available at such internet address into
this Current Report. The information available at the Companys internet address is not part of
this Current Report or any other report filed or furnished by the Company with the Securities and
Exchange Commission.
In addition to financial measures calculated in accordance with generally accepted accounting
principles (GAAP), the presentation furnished as part of this Current Report as Exhibit 99
contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial
measures are useful to investors because they provide an alternative method for assessing the
Companys operating results in a manner that is focused on the performance of the Companys ongoing
operations. The Companys management uses these non-GAAP financial measures for the same purpose,
and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not
meant to be a substitute for financial measures prepared in accordance with GAAP.
Certain statements contained herein or in the press release furnished as part of this Current
Report, including statements regarding estimated future earnings and statements that are identified
by the use of the words anticipates, estimates, expects, forecasts, intends, plans,
predicts, projects, believes, seeks, will and may and similar expressions, are
forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.
There can be no assurance that the Companys projections will in fact be achieved nor do these
projections reflect any acquisitions or divestitures that may occur in the future. While the
Companys expectations, beliefs and projections are expressed in good faith and are believed to
have a reasonable basis, actual results may differ materially from those projected in
forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date
on which it is made. In addition to other factors, the following are important factors that could
cause actual results to differ materially from those discussed in the forward-looking statements:
financial and economic conditions, including the availability of credit, and their effect on the
Companys ability to obtain financing on acceptable terms for working capital, capital expenditures
and other investments; occurrences affecting the Companys ability to obtain financing under credit
lines or other credit facilities or through the issuance of commercial paper, other short-term
notes or debt or equity securities, including any downgrades in the Companys credit ratings and
changes in interest rates and other capital market conditions; changes in economic conditions,
including global, national or regional recessions, and their effect on the demand for, and
customers ability to pay for, the Companys products and services; the
creditworthiness or performance of the Companys key suppliers, customers and counterparties;
economic disruptions or uninsured losses resulting from terrorist activities, acts of war, major
accidents, fires, hurricanes, other severe weather, pest infestation or other natural disasters;
changes in demographic patterns and weather conditions; changes in the availability and/or price of
natural gas or oil and the effect of such changes on the accounting treatment of derivative
financial instruments or the valuation of the Companys natural gas and oil reserves; impairments
under the SECs full cost ceiling test for natural gas and oil reserves; uncertainty of oil and gas
reserve estimates; factors affecting the Companys ability to successfully identify, drill for and
produce economically viable natural gas and oil reserves, including among others geology, lease
availability, weather conditions, shortages, delays or unavailability of equipment and services
required in drilling operations, insufficient gathering, processing and transportation capacity,
and the need to obtain governmental approvals and permits and comply with environmental laws and
regulations; significant differences between the Companys projected and actual production levels
for natural gas or oil; changes in the availability and/or price of derivative financial
instruments; changes in the price differentials between oil having different quality and/or
different geographic locations, or changes in the price differentials between natural gas having
different heating values and/or different geographic locations; changes in laws and regulations to
which the Company is subject, including those involving derivatives, taxes, safety, employment,
climate change, other environmental matters, and exploration and production activities such as
hydraulic fracturing; the nature and projected profitability of pending and potential projects and
other investments, and the ability to obtain necessary governmental approvals and permits;
significant differences between the Companys projected and actual capital expenditures and
operating expenses, and unanticipated project delays or changes in project costs or plans;
inability to obtain new customers or retain existing ones; significant changes in competitive
factors affecting the Company; governmental/regulatory actions, initiatives and proceedings,
including those involving derivatives, acquisitions, financings, rate cases (which address, among
other things, allowed rates of return, rate design and retained natural gas), affiliate
relationships, industry structure, franchise renewal, and environmental/safety requirements;
unanticipated impacts of restructuring initiatives in the natural gas and electric industries;
ability to successfully identify and finance acquisitions or other investments and ability to
operate and integrate existing and any subsequently acquired business or properties; changes in
actuarial assumptions, the interest rate environment and the return on plan/trust assets related to
the Companys pension and other post-retirement benefits, which can affect future funding
obligations and costs and plan liabilities; significant changes in tax rates or policies or in
rates of inflation or interest; significant changes in the Companys relationship with its
employees or contractors and the potential adverse effects if labor disputes, grievances or
shortages were to occur; changes in accounting principles or the application of such principles to
the Company; the cost and effects of legal and administrative claims against the Company or
activist shareholder campaigns to effect changes at the Company; increasing health care costs and
the resulting effect on health insurance premiums and on the obligation to provide other
post-retirement benefits; or increasing costs of insurance, changes in coverage and the ability to
obtain insurance. The Company disclaims any obligation to
update any forward-looking statements to
reflect events or circumstances after the date hereof.
Item 9.01 Financial Statements and Exhibits.
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Exhibit 99 |
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Furnished presentation materials |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NATIONAL FUEL GAS COMPANY
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By: |
/s/ James R. Peterson
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James R. Peterson |
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Assistant Secretary |
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Dated: October 12, 2010
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99
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Furnished presentation materials |