NATIONAL FUEL GAS CO 10-Q

Item 1. Financial Statements National Fuel Gas Company Consolidated Statements of Income and Earnings Reinvested in the Business (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, (Thousands of U.S. Dollars, Except Per Common Share Amounts) 2022 2021 2022 2021 INCOME Operating Revenues: Utility and Energy Marketing Revenues $ 179,888 $ 126,933 $ 785,664 $ 587,247 Exploration and Production and Other Revenues 252,638 209,618 758,594 621,933 Pipeline and Storage and Gathering Revenues 70,098 57,846 206,642 177,491 502,624 394,397 1,750,900 1,386,671 Operating Expenses: Purchased Gas 67,948 18,737 369,168 177,018 Operation and Maintenance: Utility and Energy Marketing 46,403 42,577 146,523 139,521 Exploration and Production and Other 64,593 43,112 160,016 127,033 Pipeline and Storage and Gathering 33,988 31,239 97,434 87,471 Property, Franchise and Other Taxes 25,874 24,492 78,093 71,259 Depreciation, Depletion and Amortization 95,857 84,170 275,681 251,632 Impairment of Oil and Gas Producing Properties — — — 76,152 334,663 244,327 1,126,915 930,086 Gain on Sale of Assets 12,736 — 12,736 51,066 Operating Income 180,697 150,070 636,721 507,651 Other Income (Expense): Other Income (Deductions) ( 5,649 ) ( 2,028 ) 3,291 ( 15,078 ) Interest Expense on Long-Term Debt ( 30,091 ) ( 30,220 ) ( 90,300 ) ( 111,296 ) Other Interest Expense ( 3,882 ) ( 1,012 ) ( 6,561 ) ( 4,630 ) Income Before Income Taxes 141,075 116,810 543,151 376,647 Income Tax Expense 32,917 30,335 135,272 99,962 Net Income Available for Common Stock 108,158 86,475 407,879 276,685 EARNINGS REINVESTED IN THE BUSINESS Balance at Beginning of Period 1,407,683 1,100,718 1,191,175 991,630 1,515,841 1,187,193 1,599,054 1,268,315 Dividends on Common Stock ( 43,446 ) ( 41,493 ) ( 126,659 ) ( 122,615 ) Balance at June 30 $ 1,472,395 $ 1,145,700 $ 1,472,395 $ 1,145,700 Earnings Per Common Share: Basic: Net Income Available for Common Stock $ 1.18 $ 0.95 $ 4.46 $ 3.04 Diluted: Net Income Available for Common Stock $ 1.17 $ 0.94 $ 4.43 $ 3.02 Weighted Average Common Shares Outstanding: Used in Basic Calculation 91,456,265 91,172,683 91,388,417 91,113,973 Used in Diluted Calculation 92,168,518 91,762,898 92,083,560 91,642,849 Dividends Per Common Share: Dividends Declared $ 0.475 $ 0.455 $ 1.385 $ 1.345 See Notes to Condensed Consolidated Financial Statements 6 Table of Contents National Fuel Gas Company Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, (Thousands of U.S. Dollars) 2022 2021 2022 2021 Net Income Available for Common Stock $ 108,158 $ 86,475 $ 407,879 $ 276,685 Other Comprehensive Income (Loss), Before Tax: Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period ( 200,084 ) ( 201,498 ) ( 678,558 ) ( 187,850 ) Reclassification Adjustment for Realized (Gains) Losses on Derivative Financial Instruments in Net Income 298,371 13,129 591,180 17,106 Other Post-Retirement Adjustment for Regulatory Proceeding — — ( 7,351 ) — Other Comprehensive Income (Loss), Before Tax 98,287 ( 188,369 ) ( 94,729 ) ( 170,744 ) Income Tax Expense (Benefit) Related to Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period ( 54,762 ) ( 55,512 ) ( 185,717 ) ( 51,752 ) Reclassification Adjustment for Income Tax Benefit (Expense) on Realized Losses (Gains) from Derivative Financial Instruments in Net Income 81,663 3,617 161,803 4,713 Income Tax Expense (Benefit) Related to Other Post-Retirement Adjustment for Regulatory Proceeding — — ( 1,544 ) — Income Taxes – Net 26,901 ( 51,895 ) ( 25,458 ) ( 47,039 ) Other Comprehensive Income (Loss) 71,386 ( 136,474 ) ( 69,271 ) ( 123,705 ) Comprehensive Income (Loss) $ 179,544 $ ( 49,999 ) $ 338,608 $ 152,980 See Notes to Condensed Consolidated Financial Statements 7 Table of Contents National Fuel Gas Company Consolidated Balance Sheets (Unaudited) June 30, 2022 September 30, 2021 (Thousands of U.S. Dollars) ASSETS Property, Plant and Equipment $ 12,299,545 $ 13,103,639 Less - Accumulated Depreciation, Depletion and Amortization 5,914,097 6,719,356 6,385,448 6,384,283 Current Assets Cash and Temporary Cash Investments 432,576 31,528 Hedging Collateral Deposits 154,470 88,610 Receivables – Net of Allowance for Uncollectible Accounts of $ 41,983 and $ 31,639 , Respectively 399,033 205,294 Unbilled Revenue 18,525 17,000 Gas Stored Underground 12,336 33,669 Materials, Supplies and Emission Allowances 39,634 53,560 Unrecovered Purchased Gas Costs 32,412 33,128 Other Current Assets 61,359 59,660 1,150,345 522,449 Other Assets Recoverable Future Taxes 125,576 121,992 Unamortized Debt Expense 9,308 10,589 Other Regulatory Assets 58,075 60,145 Deferred Charges 77,542 59,939 Other Investments 96,566 149,632 Goodwill 5,476 5,476 Prepaid Pension and Post-Retirement Benefit Costs 187,692 149,151 Fair Value of Derivative Financial Instruments 12,571 — Other 3,487 1,169 576,293 558,093 Total Assets $ 8,112,086 $ 7,464,825 See Notes to Condensed Consolidated Financial Statements 8 Table of Contents National Fuel Gas Company Consolidated Balance Sheets (Unaudited) June 30, 2022 September 30, 2021 (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 – 91,465,569 Shares and 91,181,549 Shares, Respectively $ 91,466 $ 91,182 Paid in Capital 1,022,954 1,017,446 Earnings Reinvested in the Business 1,472,395 1,191,175 Accumulated Other Comprehensive Loss ( 582,868 ) ( 513,597 ) Total Comprehensive Shareholders’ Equity 2,003,947 1,786,206 Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,082,463 2,628,687 Total Capitalization 4,086,410 4,414,893 Current and Accrued Liabilities Notes Payable to Banks and Commercial Paper 400,000 158,500 Current Portion of Long-Term Debt 549,000 — Accounts Payable 145,320 171,655 Amounts Payable to Customers 292 21 Dividends Payable 43,446 41,487 Interest Payable on Long-Term Debt 45,017 17,376 Customer Advances — 17,223 Customer Security Deposits 25,200 19,292 Other Accruals and Current Liabilities 254,383 194,169 Fair Value of Derivative Financial Instruments 703,788 616,410 2,166,446 1,236,133 Other Liabilities Deferred Income Taxes 767,207 660,420 Taxes Refundable to Customers 346,577 354,089 Cost of Removal Regulatory Liability 256,092 245,636 Other Regulatory Liabilities 199,094 200,643 Pension and Other Post-Retirement Liabilities 4,732 7,526 Asset Retirement Obligations 152,100 209,639 Other Liabilities 133,428 135,846 1,859,230 1,813,799 Commitments and Contingencies (Note 8) — — Total Capitalization and Liabilities $ 8,112,086 $ 7,464,825 See Notes to Condensed Consolidated Financial Statements 9 Table of Contents National Fuel Gas Company Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended June 30, (Thousands of U.S. Dollars) 2022 2021 OPERATING ACTIVITIES Net Income Available for Common Stock $ 407,879 $ 276,685 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Gain on Sale of Assets ( 12,736 ) ( 51,066 ) Impairment of Oil and Gas Producing Properties — 76,152 Depreciation, Depletion and Amortization 275,681 251,632 Deferred Income Taxes 121,150 89,277 Premium Paid on Early Redemption of Debt — 15,715 Stock-Based Compensation 15,178 12,296 Reduction of Other Post-Retirement Regulatory Liability ( 18,533 ) — Other 27,527 7,795 Change in: Receivables and Unbilled Revenue ( 194,832 ) ( 40,733 ) Gas Stored Underground and Materials, Supplies and Emission Allowances 24,141 19,024 Unrecovered Purchased Gas Costs 716 — Other Current Assets ( 1,699 ) ( 4,282 ) Accounts Payable 19,259 7,474 Amounts Payable to Customers 271 ( 3,595 ) Customer Advances ( 17,223 ) ( 15,319 ) Customer Security Deposits 5,908 2,073 Other Accruals and Current Liabilities 61,322 23,154 Other Assets ( 44,184 ) 5,839 Other Liabilities ( 15,809 ) ( 311 ) Net Cash Provided by Operating Activities 654,016 671,810 INVESTING ACTIVITIES Capital Expenditures ( 592,487 ) ( 512,775 ) Net Proceeds from Sale of Oil and Gas Producing Properties 254,439 — Net Proceeds from Sale of Timber Properties — 104,582 Sale of Fixed Income Mutual Fund Shares in Grantor Trust 30,000 — Other 13,528 11,223 Net Cash Used in Investing Activities ( 294,520 ) ( 396,970 ) FINANCING ACTIVITIES Changes in Notes Payable to Banks and Commercial Paper 241,500 ( 30,000 ) Net Proceeds from Issuance of Long-Term Debt — 495,267 Reduction of Long-Term Debt — ( 515,715 ) Dividends Paid on Common Stock ( 124,701 ) ( 121,606 ) Net Repurchases of Common Stock ( 9,387 ) ( 3,605 ) Net Cash Provided by (Used in) Financing Activities 107,412 ( 175,659 ) Net Increase in Cash, Cash Equivalents, and Restricted Cash 466,908 99,181 Cash, Cash Equivalents, and Restricted Cash at October 1 120,138 20,541 Cash, Cash Equivalents, and Restricted Cash at June 30 $ 587,046 $ 119,722 Supplemental Disclosure of Cash Flow Information Non-Cash Investing Activities: Non-Cash Capital Expenditures $ 74,415 $ 81,485 Non-Cash Contingent Consideration for Asset Sale $ 12,571 $ — 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 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, 2021, 2020 and 2019 that are included in the Company's 2021 Form 10-K. The consolidated financial statements for the year ended September 30, 2022 will be audited by the Company's independent registered public accounting firm after the end of the fiscal year. The earnings for the nine months ended June 30, 2022 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2022. 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): Nine Months Ended June 30, 2022 Nine Months Ended June 30, 2021 Balance at June 30, 2022 Balance at October 1, 2021 Balance at June 30, 2021 Balance at October 1, 2020 Cash and Temporary Cash Investments $ 432,576 $ 31,528 $ 118,012 $ 20,541 Hedging Collateral Deposits 154,470 88,610 1,710 — Cash, Cash Equivalents, and Restricted Cash $ 587,046 $ 120,138 $ 119,722 $ 20,541 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 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 nine months ended June 30, 2022 and 2021 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 Nine Months Ended June 30, 2022 Allowance for Uncollectible Accounts $ 31,639 $ 12,024 $ 1,211 $ ( 2,891 ) $ 41,983 Nine Months Ended June 30, 2021 Allowance for Uncollectible Accounts $ 22,810 $ 13,375 $ 1,097 $ ( 4,960 ) $ 32,322 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 $ 21.8 million at June 30, 2022, is reduced to zero by September 30 of each year as the inventory is replenished. Materials, Supplies and Emission Allowances. The components of the Company's materials, supplies and emission allowances are as follows (in thousands): At June 30, 2022 At September 30, 2021 Materials and Supplies - at average cost $ 39,634 $ 34,880 Emission Allowances — 18,680 $ 39,634 $ 53,560 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 $ 1.8 billion and $ 1.9 billion at June 30, 2022 and September 30, 2021, 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 $ 105.5 million and $ 103.8 million at June 30, 2022 and September 30, 2021, 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 June 30, 2022, the ceiling exceeded the book value of the oil and gas properties by approximately $ 2.4 billion. The estimated future net cash flows were decreased by $ 757.6 million for hedging under the ceiling test at June 30, 2022. 12 Table of Contents 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 June 30, 2022. Accumulated Other Comprehensive Loss. The components of Accumulated Other Comprehensive Loss and changes for the nine months ended June 30, 2022 and 2021, 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 June 30, 2022 Balance at April 1, 2022 $ ( 584,812 ) $ ( 69,442 ) $ ( 654,254 ) Other Comprehensive Gains and Losses Before Reclassifications ( 145,322 ) — ( 145,322 ) Amounts Reclassified From Other Comprehensive Income 216,708 — 216,708 Balance at June 30, 2022 $ ( 513,426 ) $ ( 69,442 ) $ ( 582,868 ) Nine Months Ended June 30, 2022 Balance at October 1, 2021 $ ( 449,962 ) $ ( 63,635 ) $ ( 513,597 ) Other Comprehensive Gains and Losses Before Reclassifications ( 492,841 ) — ( 492,841 ) Amounts Reclassified From Other Comprehensive Loss 429,377 — 429,377 Other Post-Retirement Adjustment for Regulatory Proceeding — ( 5,807 ) ( 5,807 ) Balance at June 30, 2022 $ ( 513,426 ) $ ( 69,442 ) $ ( 582,868 ) Three Months Ended June 30, 2021 Balance at April 1, 2021 $ ( 12,096 ) $ ( 89,892 ) $ ( 101,988 ) Other Comprehensive Gains and Losses Before Reclassifications ( 145,986 ) — ( 145,986 ) Amounts Reclassified From Other Comprehensive Loss 9,512 — 9,512 Balance at June 30, 2021 $ ( 148,570 ) $ ( 89,892 ) $ ( 238,462 ) Nine Months Ended June 30, 2021 Balance at October 1, 2020 $ ( 24,865 ) $ ( 89,892 ) $ ( 114,757 ) Other Comprehensive Gains and Losses Before Reclassifications ( 136,098 ) — ( 136,098 ) Amounts Reclassified From Other Comprehensive Loss 12,393 — 12,393 Balance at June 30, 2021 $ ( 148,570 ) $ ( 89,892 ) $ ( 238,462 ) 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 nine months ended June 30, 2022 and 2021 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 June 30, Nine Months Ended June 30, 2022 2021 2022 2021 Gains (Losses) on Derivative Financial Instrument Cash Flow Hedges: Commodity Contracts ($ 298,372 ) ($ 13,281 ) ($ 591,271 ) ($ 17,351 ) Operating Revenues Foreign Currency Contracts 1 152 91 245 Operating Revenues ( 298,371 ) ( 13,129 ) ( 591,180 ) ( 17,106 ) Total Before Income Tax 81,663 3,617 161,803 4,713 Income Tax Expense ($ 216,708 ) ($ 9,512 ) ($ 429,377 ) ($ 12,393 ) Net of Tax Other Current Assets . The components of the Company’s Other Current Assets are as follows (in thousands): At June 30, 2022 At September 30, 2021 Prepayments $ 16,419 $ 14,164 Prepaid Property and Other Taxes 11,730 14,788 State Income Taxes Receivable 3,032 1,502 Regulatory Assets 30,178 29,206 $ 61,359 $ 59,660 Other Accruals and Current Liabilities . The components of the Company’s Other Accruals and Current Liabilities are as follows (in thousands): At June 30, 2022 At September 30, 2021 Accrued Capital Expenditures $ 59,849 $ 42,541 Regulatory Liabilities 31,959 60,860 Reserve for Gas Replacement 21,775 — Liability for Royalty and Working Interests 63,755 31,483 Federal Income Taxes Payable 154 154 Non-Qualified Benefit Plan Liability 15,408 15,408 Other 61,483 43,723 $ 254,383 $ 194,169 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 SARs, restricted stock units and performance shares. For the quarter and nine months ended June 30, 2022, 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. SARs, restricted stock units and performance shares that are antidilutive are excluded from the calculation of diluted earnings per common share. There were 873 securities and 6,990 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2022, respectively. There were 334,335 securities and 333,445 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2021, respectively. 14 Table of Contents Stock-Based Compensation. The Company granted 195,397 performance shares during the nine months ended June 30, 2022. The weighted average fair value of such performance shares was $ 65.39 per share for the nine months ended June 30, 2022. 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 nine months ended June 30, 2022 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 that helps position the Company to meet or exceed its 2030 methane intensity and greenhouse gas reduction targets. 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 128,950 restricted stock units during the nine months ended June 30, 2022. The weighted average fair value of such restricted stock units was $ 54.10 per share for the nine months ended June 30, 2022. 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 accounting for restricted stock units is the same as the accounting for restricted share awards, except that the fair value at the date of grant of the restricted stock units must be reduced by the present value of forgone dividends over the vesting term of the award. 15 Table of Contents Note 2 – Asset Acquisitions and Divestitures 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. Under the terms of the purchase and sale agreement, the Company can receive up to three annual contingent payments between calendar 2023 and 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. The Company pursued this sale given the strong commodity price environment and the Company’s strategic focus in the Appalachian Basin. 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. On December 10, 2020, the Company completed the sale of substantially all timber properties in Pennsylvania to Lyme Emporium Highlands III LLC and Lyme Allegheny Land Company II LLC for net proceeds of $ 104.6 million. At September 30, 2020, these assets, amounting to $ 53.4 million, which previously were recorded as Net Property, Plant and Equipment, were presented as Assets Held for Sale, Net on the Consolidated Balance Sheet. These assets were a component of the Company’s All Other category and did not have a major impact on the Company’s operations or financial results. After purchase price adjustments and transaction costs, a gain of $ 51.1 million was recognized on the sale of these assets. Since the sale did not represent a strategic shift in focus for the Company, the financial results associated with operating these assets as well as the gain on sale have not been reported as discontinued operations. The sale of the timber properties completed a reverse like-kind exchange pursuant to Section 1031 of the Internal Revenue Code, as amended (“Reverse 1031 Exchange”). On July 31, 2020, the Company completed its acquisition of certain upstream assets and midstream gathering assets in Pennsylvania from SWEPI LP, a subsidiary of Royal Dutch Shell plc (“Shell”) for total consideration of $ 506.3 million. The purchase and sale agreement with Shell was structured, in part, as a Reverse 1031 Exchange. In connection with the Reverse 1031 Exchange, the Company, through a subsidiary, assigned the rights to acquire legal title to certain oil and natural gas properties to a Variable Interest Entity ("VIE") formed by an exchange accommodation titleholder. From July 31, 2020 to December 10, 2020, a subsidiary of the Company operated the properties pursuant to a lease agreement with the VIE. As the Company was deemed to be the primary beneficiary of the VIE, the VIE was included in the consolidated financial statements of the Company. Upon completion of the sale of the timber properties on December 10, 2020, the affected properties were conveyed to the Company and the VIE structure was terminated. Refer to Note B – Asset Acquisitions and Divestitures of the Company’s 2021 Form 10-K for additional information concerning the Company’s acquisition of certain upstream assets and midstream gathering assets from Shell. 16 Table of Contents Note 3 – Revenue from Contracts with Customers The following tables provide a disaggregation of the Company's revenues for the quarter and nine months ended June 30, 2022 and 2021, presented by type of service from each reportable segment. Quarter Ended June 30, 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 $ 492,698 $ — $ — $ — $ — $ — $ 492,698 Production of Crude Oil 58,292 — — — — — 58,292 Natural Gas Processing 1,016 — — — — — 1,016 Natural Gas Gathering Service — — 55,931 — — ( 53,069 ) 2,862 Natural Gas Transportation Service — 74,826 — 22,019 — ( 19,173 ) 77,672 Natural Gas Storage Service — 21,084 — — — ( 9,024 ) 12,060 Natural Gas Residential Sales — — — 138,297 — — 138,297 Natural Gas Commercial Sales — — — 17,643 — — 17,643 Natural Gas Industrial Sales — — — 784 — — 784 Other ( 996 ) ( 362 ) — 243 — ( 175 ) ( 1,290 ) Total Revenues from Contracts with Customers 551,010 95,548 55,931 178,986 — ( 81,441 ) 800,034 Alternative Revenue Programs — — — 962 — — 962 Derivative Financial Instruments ( 298,372 ) — — — — — ( 298,372 ) Total Revenues $ 252,638 $ 95,548 $ 55,931 $ 179,948 $ — $ ( 81,441 ) $ 502,624 Nine Months Ended June 30, 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 $ 1,189,940 $ — $ — $ — $ — $ — $ 1,189,940 Production of Crude Oil 150,276 — — — — — 150,276 Natural Gas Processing 3,029 — — — — — 3,029 Natural Gas Gathering Service — — 160,759 — — ( 150,696 ) 10,063 Natural Gas Transportation Service — 213,766 — 91,276 — ( 55,031 ) 250,011 Natural Gas Storage Service — 63,334 — — — ( 27,302 ) 36,032 Natural Gas Residential Sales — — — 604,336 — — 604,336 Natural Gas Commercial Sales — — — 84,833 — — 84,833 Natural Gas Industrial Sales — — — 4,124 — — 4,124 Other 6,454 2,195 — ( 5,903 ) 6 ( 468 ) 2,284 Total Revenues from Contracts with Customers 1,349,699 279,295 160,759 778,666 6 ( 233,497 ) 2,334,928 Alternative Revenue Programs — — — 7,243 — — 7,243 Derivative Financial Instruments ( 591,271 ) — — — — — ( 591,271 ) Total Revenues $ 758,428 $ 279,295 $ 160,759 $ 785,909 $ 6 $ ( 233,497 ) $ 1,750,900 17 Table of Contents Quarter Ended June 30, 2021 (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 $ 184,029 $ — $ — $ — $ — $ — $ 184,029 Production of Crude Oil 37,695 — — — — — 37,695 Natural Gas Processing 732 — — — — — 732 Natural Gas Gathering Service — — 48,656 — — ( 48,068 ) 588 Natural Gas Transportation Service — 63,107 — 20,201 — ( 17,786 ) 65,522 Natural Gas Storage Service — 20,646 — — — ( 8,926 ) 11,720 Natural Gas Residential Sales — — — 93,079 — — 93,079 Natural Gas Commercial Sales — — — 10,617 — — 10,617 Natural Gas Industrial Sales — — — 488 — — 488 Natural Gas Marketing — — — — 1 ( 2 ) ( 1 ) Other 360 310 — ( 437 ) — ( 84 ) 149 Total Revenues from Contracts with Customers 222,816 84,063 48,656 123,948 1 ( 74,866 ) 404,618 Alternative Revenue Programs — — — 3,060 — — 3,060 Derivative Financial Instruments ( 13,281 ) — — — — — ( 13,281 ) Total Revenues $ 209,535 $ 84,063 $ 48,656 $ 127,008 $ 1 $ ( 74,866 ) $ 394,397 Nine Months Ended June 30, 2021 (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 $ 539,241 $ — $ — $ — $ — $ — $ 539,241 Production of Crude Oil 95,783 — — — — — 95,783 Natural Gas Processing 2,056 — — — — — 2,056 Natural Gas Gathering Service — — 145,927 — — ( 144,317 ) 1,610 Natural Gas Transportation Service — 192,580 — 88,736 — ( 55,562 ) 225,754 Natural Gas Storage Service — 62,394 — — — ( 26,797 ) 35,597 Natural Gas Residential Sales — — — 434,728 — — 434,728 Natural Gas Commercial Sales — — — 56,684 — — 56,684 Natural Gas Industrial Sales — — — 2,778 — — 2,778 Natural Gas Marketing — — — — 651 ( 22 ) 629 Other 1,387 3,558 — ( 6,568 ) 545 ( 291 ) ( 1,369 ) Total Revenues from Contracts with Customers 638,467 258,532 145,927 576,358 1,196 ( 226,989 ) 1,393,491 Alternative Revenue Programs — — — 10,531 — — 10,531 Derivative Financial Instruments ( 17,351 ) — — — — — ( 17,351 ) Total Revenues $ 621,116 $ 258,532 $ 145,927 $ 586,889 $ 1,196 $ ( 226,989 ) $ 1,386,671 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: $ 57.8 18 Table of Contents million for the remainder of fiscal 2022; $ 204.7 million for fiscal 2023; $ 182.5 million for fiscal 2024; $ 164.1 million for fiscal 2025; $ 143.1 million for fiscal 2026; and $ 812.8 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. 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 June 30, 2022 and September 30, 2021. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value presentation for over-the-counter swaps combines gas and oil swaps because a significant number of the counterparties enter into both gas and oil swap agreements with the Company. Recurring Fair Value Measures At fair value as of June 30, 2022 (Thousands of Dollars) Level 1 Level 2 Level 3 Netting Adjustments (1) Total (1) Assets: Cash Equivalents – Money Market Mutual Funds $ 406,961 $ — $ — $ — $ 406,961 Hedging Collateral Deposits 154,470 — — — 154,470 Derivative Financial Instruments: Over the Counter No Cost Collars – Gas — 893 — ( 893 ) — Contingent Consideration for Asset Sale — 12,571 — — 12,571 Foreign Currency Contracts — 497 — ( 497 ) — Other Investments: Balanced Equity Mutual Fund 20,700 — — — 20,700 Fixed Income Mutual Fund 33,936 — — — 33,936 Total $ 616,067 $ 13,961 $ — $ ( 1,390 ) $ 628,638 Liabilities: Derivative Financial Instruments: Over the Counter Swaps – Gas — 537,456 — — 537,456 Over the Counter No Cost Collars – Gas — 167,242 — ( 893 ) 166,349 Foreign Currency Contracts — 480 — ( 497 ) ( 17 ) Total $ — $ 705,178 $ — $ ( 1,390 ) $ 703,788 Total Net Assets/(Liabilities) $ 616,067 $ ( 691,217 ) $ — $ — $ ( 75,150 ) 19 Table of Contents Recurring Fair Value Measures At fair value as of September 30, 2021 (Thousands of Dollars) Level 1 Level 2 Level 3 Netting Adjustments (1) Total (1) Assets: Cash Equivalents – Money Market Mutual Funds $ 22,269 $ — $ — $ — $ 22,269 Hedging Collateral Deposits 88,610 — — — 88,610 Derivative Financial Instruments: Over the Counter Swaps – Gas and Oil — 1,802 — ( 1,802 ) — Foreign Currency Contracts — 938 — ( 938 ) — Other Investments: Balanced Equity Mutual Fund 34,433 — — — 34,433 Fixed Income Mutual Fund 70,639 — — — 70,639 Total $ 215,951 $ 2,740 $ — $ ( 2,740 ) $ 215,951 Liabilities: Derivative Financial Instruments: Over the Counter Swaps – Gas and Oil — 601,551 — ( 1,802 ) 599,749 Over the Counter No Cost Collars – Gas — 17,385 — — 17,385 Foreign Currency Contracts — 214 — ( 938 ) ( 724 ) Total $ — $ 619,150 $ — $ ( 2,740 ) $ 616,410 Total Net Assets/(Liabilities) $ 215,951 $ ( 616,410 ) $ — $ — $ ( 400,459 ) (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 June 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 Exploration and Production segment. The derivative financial instruments reported in Level 2 at September 30, 2021 consist of the same type of instruments in addition to crude oil price swap agreements. The use of crude oil price swap agreements was discontinued during the quarter ended June 30, 2022 in conjunction with the sale of the Exploration and Production segment's California assets. Hedging collateral deposits of $ 154.5 million (at June 30, 2022) and $ 88.6 million (at September 30, 2021), 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, discounted cash flow model that uses observable inputs (i.e. LIBOR based discount rates 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 June 30, 2022, 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 June 30, 2022 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 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 June 30, 2022 and June 30, 2021, there were no assets or liabilities measured at fair value and classified as Level 3. 20 Table of Contents 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): June 30, 2022 September 30, 2021 Carrying Amount Fair Value Carrying Amount Fair Value Long-Term Debt $ 2,631,463 $ 2,502,388 $ 2,628,687 $ 2,898,552 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 June 30, 2022 At September 30, 2021 Life Insurance Contracts $ 41,930 $ 44,560 Equity Mutual Fund 20,700 34,433 Fixed Income Mutual Fund 33,936 70,639 $ 96,566 $ 149,632 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 collars and over-the-counter swap agreements for natural gas 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 9 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 2023 and 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. The fair value of this contingent consideration was estimated to be $ 12.6 million at June 30, 2022. Future changes in the fair value of this contingent consideration will be marked-to-market each reporting period, with changes in fair value recognized in Other Income (Deductions) on the Consolidated Statement of Income. 21 Table of Contents The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at June 30, 2022 and September 30, 2021. 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 June 30, 2022, the Company had 462.3 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding. As of June 30, 2022, the Company was hedging a total of $ 53.4 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts. As of June 30, 2022, the Company had $ 703.8 million ($ 513.4 million after-tax) of net hedging losses included in the accumulated other comprehensive loss balance. It is expected that $ 420.1 million ($ 306.5 million after-tax) of such unrealized losses will be reclassified into the Consolidated Statement of Income within the next 12 months as the underlying hedged transactions are recorded in earnings. The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the Three Months Ended June 30, 2022 and 2021 (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 June 30, 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 June 30, 2022 2021 2022 2021 Commodity Contracts $ ( 198,827 ) $ ( 202,114 ) Operating Revenue $ ( 298,372 ) (1) $ ( 13,281 ) Foreign Currency Contracts ( 1,257 ) 616 Operating Revenue 1 152 Total $ ( 200,084 ) $ ( 201,498 ) $ ( 298,371 ) $ ( 13,129 ) The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the Nine Months Ended June 30, 2022 and 2021 (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 Nine Months Ended June 30, 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 Nine Months Ended June 30, 2022 2021 2022 2021 Commodity Contracts $ ( 677,942 ) $ ( 191,642 ) Operating Revenue $ ( 591,271 ) (1) $ ( 17,351 ) Foreign Currency Contracts ( 616 ) 3,792 Operating Revenue 91 245 Total $ ( 678,558 ) $ ( 187,850 ) $ ( 591,180 ) $ ( 17,106 ) (1) On June 30, 2022, the Company completed the sale of Seneca's California assets. Because of this sale, the Company terminated its remaining crude oil derivative contracts and discontinued hedge accounting for such contracts. A loss of $ 44.6 million was reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet to Operating Revenues on the Consolidated Statement of Income for the three and nine months ended June 30, 2022. This loss is included in the reported reclassification amounts. 22 Table of Contents Credit Risk The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with eighteen counterparties. The majority of the Company’s counterparties are financial institutions and energy traders. As of June 30, 2022, sixteen of the eighteen counterparties to the Company’s outstanding derivative instrument 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 instrument contracts with a credit-risk contingency feature were in a liability position (or 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 June 30, 2022, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $ 517.8 million according to the Company’s internal model (discussed in Note 4 – Fair Value Measurements), and the Company posted $ 154.5 million in hedging collateral deposits. 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 June 30, 2022 and June 30, 2021 were 23.3 % and 26.0 %, respectively. The effective tax rates for the nine months ended June 30, 2022 and June 30, 2021 were 24.9 % and 26.5 %, respectively. The decrease in the effective tax rate for both the quarter and nine months ended June 30, 2022 was primarily due to the realization of the Enhanced Oil Recovery credit in fiscal 2022 that was not available during fiscal 2021. As a result of the sale of the Company's California assets as described in Note 2 – Asset Acquisitions and Divestitures, the remaining deferred tax assets related to the California net operating loss and tax credit carryforwards, which are currently offset with a full valuation allowance, were written off. The deferred tax assets and valuation allowance were written off as the Company determined that there was a remote possibility for use as the Company no longer has California operations. See the table below for the impact to the valuation allowance resulting from the sale (in thousands): Balance at October 1, 2021 $ 57,645 Adjustment Related to Sale of California Assets and Current Year Activity ( 28,747 ) Balance at June 30, 2022 $ 28,898 Subsequent to the end of the third quarter of fiscal 2022, on July 8, 2022, House Bill 1342 was signed into law in Pennsylvania. The law reduces the corporate income tax rate to 8.99 % for fiscal 2024. Starting with fiscal 2025, the rate is reduced by 0.5 % annually until it reaches 4.99 % for fiscal 2032. Due to the reduced state income tax rate, Pennsylvania deferred income taxes will be remeasured using the new rates. The anticipated income tax benefit resulting from the reduced tax rate of approximately $ 25 million to $ 30 million will be recorded during the fourth quarter of fiscal 2022. 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 April 1, 2022 91,449 $ 91,449 $ 1,018,784 $ 1,407,683 $ ( 654,254 ) Net Income Available for Common Stock 108,158 Dividends Declared on Common Stock ($ 0.475 Per Share) ( 43,446 ) Other Comprehensive Income, Net of Tax 71,386 Share-Based Payment Expense (1) 4,094 Common Stock Issued Under Stock and Benefit Plans 17 17 76 Balance at June 30, 2022 91,466 $ 91,466 $ 1,022,954 $ 1,472,395 $ ( 582,868 ) Balance at October 1, 2021 91,182 $ 91,182 $ 1,017,446 $ 1,191,175 $ ( 513,597 ) Net Income Available for Common Stock 407,879 Dividends Declared on Common Stock ($ 1.385 Per Share) ( 126,659 ) Other Comprehensive Loss, Net of Tax ( 69,271 ) Share-Based Payment Expense (1) 13,826 Common Stock Issued (Repurchased) Under Stock and Benefit Plans 284 284 ( 8,318 ) Balance at June 30, 2022 91,466 $ 91,466 $ 1,022,954 $ 1,472,395 $ ( 582,868 ) Balance at April 1, 2021 91,164 $ 91,164 $ 1,009,075 $ 1,100,718 $ ( 101,988 ) Net Income Available for Common Stock 86,475 Dividends Declared on Common Stock ($ 0.455 Per Share) ( 41,493 ) Other Comprehensive Loss, Net of Tax ( 136,474 ) Share-Based Payment Expense (1) 3,196 Common Stock Issued Under Stock and Benefit Plans 9 9 432 Balance at June 30, 2021 91,173 $ 91,173 $ 1,012,703 $ 1,145,700 $ ( 238,462 ) Balance at October 1, 2020 90,955 $ 90,955 $ 1,004,158 $ 991,630 $ ( 114,757 ) Net Income Available for Common Stock 276,685 Dividends Declared on Common Stock ($ 1.345 Per Share) ( 122,615 ) Other Comprehensive Loss, Net of Tax ( 123,705 ) Share-Based Payment Expense (1) 10,975 Common Stock Issued (Repurchased) Under Stock and Benefit Plans 218 218 ( 2,430 ) Balance at June 30, 2021 91,173 $ 91,173 $ 1,012,703 $ 1,145,700 $ ( 238,462 ) (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 nine months ended June 30, 2022, the Company issued 27,722 original issue shares of common stock as a result of SARs exercises, 123,589 original issue shares of common stock for restricted stock units that vested and 265,607 original issue shares of common stock for performance shares that vested. The Company also issued 21,949 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 during the nine months ended June 30, 2022. Holders of stock-based compensation awards will often tender shares of common stock to the Company for payment of applicable withholding taxes. During the nine months ended June 30, 2022, 154,847 shares of common stock were tendered to the Company for such 24 Table of Contents 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. Current Portion of Long-Term Debt. Current Portion of Long-Term Debt at June 30, 2022 consists of $ 500.0 million of 3.75 % notes and $ 49.0 million of 7.395 % notes that mature in March 2023. None of the Company's long-term debt as of September 30, 2021 had a maturity date within the following twelve-month period. Short-Term Borrowings and Debt Restrictions. 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 an initial maturity date of February 26, 2027. 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 modifies the definition of consolidated capitalization, for purposes of calculating the debt to capitalization ratio under the Credit Agreement, to exclude, beginning with the quarter ending 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 balance sheet. 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. Under the delayed draw mechanism of the 364-Day Credit Agreement, the Company may, through September 28, 2022, make up to three elections to borrow funds under the facility, provided that the Company may extend the period to make such elections to October 28, 2022. 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 June 30, 2022, 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 June 30, 2022. The Company expects to recover its environmental clean-up costs through rate recovery over a period of approximately 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 June 30, 2022, the Company has spent approximately $ 55.8 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 25 Table of Contents 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. The data presented in the tables below reflect financial information for the segments and reconcile to consolidated amounts. As stated in the 2021 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 2021 Form 10-K. A listing of segment assets at June 30, 2022 and September 30, 2021 is shown in the tables below. Quarter Ended June 30, 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 $ 252,638 $ 67,236 $ 2,862 $ 179,888 $ 502,624 $ — $ — $ 502,624 Intersegment Revenues $ — $ 28,312 $ 53,069 $ 60 $ 81,441 $ — $( 81,441 ) $ — Segment Profit: Net Income (Loss) $ 56,497 $ 26,599 $ 24,658 $ 4,622 $ 112,376 $ — $( 4,218 ) $ 108,158 Nine Months Ended June 30, 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 $ 758,428 $ 196,579 $ 10,063 $ 785,664 $ 1,750,734 $ — $ 166 $ 1,750,900 Intersegment Revenues $ — $ 82,716 $ 150,696 $ 245 $ 233,657 $ 6 $( 233,663 ) $ — Segment Profit: Net Income (Loss) $ 189,987 $ 77,236 $ 69,887 $ 79,800 $ 416,910 $( 7 ) $( 9,024 ) $ 407,879 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Segment Assets: At June 30, 2022 $ 2,716,219 $ 2,371,621 $ 870,204 $ 2,247,229 $ 8,205,273 $ 235 $( 93,422 ) $ 8,112,086 At September 30, 2021 $ 2,286,058 $ 2,296,030 $ 837,729 $ 2,148,267 $ 7,568,084 $ 4,146 $( 107,405 ) $ 7,464,825 Quarter Ended June 30, 2021 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Revenue from External Customers $ 209,535 $ 57,258 $ 588 $ 126,934 $ 394,315 $( 1 ) $ 83 $ 394,397 Intersegment Revenues $ — $ 26,805 $ 48,068 $ 74 $ 74,947 $ 2 $( 74,949 ) $ — Segment Profit: Net Income (Loss) $ 39,015 $ 21,948 $ 20,427 $ 4,841 $ 86,231 $ 1,039 $( 795 ) $ 86,475 26 Table of Contents Nine Months Ended June 30, 2021 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Revenue from External Customers $ 621,116 $ 175,881 $ 1,610 $ 586,618 $ 1,385,225 $ 1,174 $ 272 $ 1,386,671 Intersegment Revenues $ — $ 82,651 $ 144,317 $ 271 $ 227,239 $ 22 $( 227,261 ) $ — Segment Profit: Net Income $ 46,213 $ 71,060 $ 61,677 $ 59,922 $ 238,872 $ 37,617 $ 196 $ 276,685 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 June 30, 2022 2021 2022 2021 Service Cost $ 2,190 $ 2,466 $ 332 $ 400 Interest Cost 5,707 5,422 2,267 2,326 Expected Return on Plan Assets ( 13,074 ) ( 14,537 ) ( 7,340 ) ( 7,241 ) Amortization of Prior Service Cost (Credit) 134 158 ( 107 ) ( 107 ) Amortization of (Gains) Losses 6,601 9,203 ( 1,903 ) 212 Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1) 3,470 2,772 5,351 6,639 Net Periodic Benefit Cost (Income) $ 5,028 $ 5,484 $ ( 1,400 ) $ 2,229 Retirement Plan Other Post-Retirement Benefits Nine Months Ended June 30, 2022 2021 2022 2021 Service Cost $ 6,568 $ 7,399 $ 996 $ 1,202 Interest Cost 17,121 16,265 6,800 6,977 Expected Return on Plan Assets ( 39,221 ) ( 43,611 ) ( 22,020 ) ( 21,723 ) Amortization of Prior Service Cost (Credit) 403 473 ( 321 ) ( 321 ) Amortization of (Gains) Losses 19,803 27,610 ( 5,708 ) 636 Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1) 16,308 14,194 15,870 22,942 Net Periodic Benefit Cost (Income) $ 20,982 $ 22,330 $ ( 4,383 ) $ 9,713 (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. During the nine months ended June 30, 2022, the Company contributed $ 19.3 million to its tax-qualified, noncontributory defined-benefit retirement plan (Retirement Plan) and $ 2.7 million to its VEBA trusts for its other post-retirement benefits. In the remainder of 2022, the Company expects to contribute approximately $ 1.1 million to the Retirement Plan. In the remainder of 2022, the Company expects to contribute approximately $ 0.2 million to its VEBA trusts. 27 Table of Contents 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. 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). The extension is contingent on the Company not filing a base rate case that would result in new rates becoming effective prior to April 1, 2023. In response to the novel coronavirus (COVID-19) pandemic, various legislative actions and NYPSC Staff requests resulted in the Company suspending service terminations and disconnections. All legislative prohibitions have expired and the Company has agreed to refrain from terminating residential customers (1) with a pending application for arrears payments through the Emergency Rental Assistance Program administered by the Office of Temporary Disability and (2) participating in the Company’s Statewide Low Income Program (EAP) through September 1, 2022. 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. The rate settlement does not specify any requirement to file a future rate case. On July 22, 2021, Distribution Corporation filed a supplement to its current Pennsylvania tariff proposing to reduce base rates effective October 1, 2021 by $ 7.7 million in order to stop collecting other post-employment benefit (“OPEB”) expenses from customers, to begin to refund to customers overcollected OPEB expenses in the amount of $ 50.0 million, to suspend all regulatory accounting for OPEB expenses and record the cumulative amount of OPEB income previously deferred as a regulatory liability, and to make certain other adjustments to further reduce Distribution Corporation’s regulatory liability associated with OPEB expenses. The PaPUC issued an order approving this tariff supplement on September 15, 2021 and new rates went into effect on October 1, 2021. On September 21, 2021, a complaint was filed in the proceeding. While new rates, including associated refunds, went into effect on October 1, 2021, the Company decided to wait for resolution of the complaint before suspending regulatory accounting for OPEB expenses and recording the cumulative amount of OPEB income previously deferred as a regulatory liability in its consolidated financial statements. The PaPUC assigned the matter to an Administrative Law Judge who, on January 6, 2022, issued a Recommended Decision approving a settlement reached by parties to the complaint proceeding. Under the terms of the settlement, customer refunds of overcollected OPEB expenses increased from $ 50.0 million to $ 54.0 million. The Recommended Decision was approved by the PaPUC on February 24, 2022. Accordingly, the Company suspended regulatory accounting for OPEB expenses at that time 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 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 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. 28 Table of Contents Note 12 – Leases In October 2021, the Company executed two lease contracts for drilling rig services in Pennsylvania with lease terms of greater than one year . The first of the new lease contracts commenced in December 2021 with estimated lease payments of $ 8.4 million over the lease term, and the second commenced in January 2022 with estimated lease payments of $ 11.9 million over the lease term. Both leases have been recognized on the Consolidated Balance Sheet at June 30, 2022. A right-of-use operating lease asset of $ 12.6 million is recorded in Deferred Charges for both leases with the current portion of the operating lease liability ($ 12.4 million) recorded in Other Accruals and Current Liabilities and the noncurrent portion of the operating lease liability ($ 0.2 million) recorded in Other Liabilities. 29 Table of Contents