Committee Composition

Forward Looking Statement Disclosure

Commentary on this conference call may contain forward-looking statements within the meaning of the federal securities laws. National Fuel Gas Company (the “Company”) is providing this cautionary statement 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, 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 accounting rules, 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. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements. Forward-looking statements 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, 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;
  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. The length and severity of the ongoing COVID-19 pandemic, including its impacts across our businesses on demand, operations, global supply chains and liquidity;
  6. Changes in economic conditions, including global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services;
  7. Changes in the price of natural gas or oil;
  8. The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;
  9. 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;
  10. Impairments under the SEC’s full cost ceiling test for natural gas and oil reserves;
  11. Delays or changes in costs or plans with respect to Company projects or related projects of other companies, including disruptions due to the COVID-19 pandemic, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators;
  12. The Company's ability to complete planned strategic transactions;
  13. The Company's ability to successfully integrate acquired assets and achieve expected cost synergies;
  14. Changes in price differentials between similar quantities of natural gas or oil 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;
  15. The impact of information technology disruptions, cybersecurity or data security breaches;
  16. Factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas and oil reserves, including among others geology, lease availability, title disputes, weather conditions, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations;
  17. Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; 
  18. Other changes in price differentials between similar quantities of natural gas or oil having different quality, heating value, hydrocarbon mix or delivery date;
  19. The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;
  20. Uncertainty of oil and gas reserve estimates;
  21. Significant differences between the Company’s projected and actual production levels for natural gas or oil;
  22. Changes in demographic patterns and weather conditions;
  23. Changes in the availability, price or accounting treatment of derivative financial instruments;
  24. 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;
  25. Economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war;
  26. Significant differences between the Company’s projected and actual capital expenditures and operating expenses; or
  27. Increasing costs of insurance, changes in coverage and the ability to obtain insurance.

Forward-looking statements include estimates of oil and gas quantities. Proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible under existing economic conditions, operating methods and government regulations. Other estimates of oil and gas quantities, including estimates of probable reserves, possible reserves, and resource potential, are by their nature more speculative than estimates of proved reserves. Accordingly, estimates other than proved reserves are subject to substantially greater risk of being actually realized.

Any forward-looking statements contained in this conference call speak only as of the date of this call. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date of this conference call. Investors are urged to consider closely the disclosure in our Form 10-K and Forms 10-Q, available at You can also obtain these forms on the SEC’s website at

Committee Membership Practices

Under the Company’s By-Laws, the directors may appoint an executive committee and one or more other committees of not less than three members to be chosen from among the members of the Board of Directors. The Board appoints members of the committees on an annual basis. Only independent directors may serve on the Audit Committee, the Compensation Committee, and the Nominating/Corporate Governance Committee. At least one member of the Audit Committee shall have accounting or related financial management expertise as the Board interprets such requirement in its business judgment. Audit Committee members and Compensation Committee members shall meet particular independence requirements set forth by the New York Stock Exchange and satisfy other applicable laws, rules and regulations relating to independence. All directors are expected to have a willingness to commit the time required to fully discharge their responsibilities to the Board, including the time to prepare for Board and committee meetings. Changes to committee composition occur as directors depart from the Board and new directors join, and the Board may make additional changes periodically as part of its ongoing consideration of appropriate structure. The Board will take into account tenure on a committee and give consideration to rotating committee members periodically, but rotation is not mandated as a policy.