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 December 31, (Thousands of U.S. Dollars, Except Per Common Share Amounts) 2023 2022 INCOME Operating Revenues: Utility Revenues $ 201,920 $ 311,619 Exploration and Production and Other Revenues 254,019 276,973 Pipeline and Storage and Gathering Revenues 69,422 70,267 525,361 658,859 Operating Expenses: Purchased Gas 56,552 171,197 Operation and Maintenance: Utility 53,705 50,352 Exploration and Production and Other 34,826 26,874 Pipeline and Storage and Gathering 34,962 33,261 Property, Franchise and Other Taxes 22,416 26,205 Depreciation, Depletion and Amortization 115,790 96,600 318,251 404,489 Operating Income 207,110 254,370 Other Income (Expense): Other Income (Deductions) 3,732 6,318 Interest Expense on Long-Term Debt ( 28,462 ) ( 29,604 ) Other Interest Expense ( 6,273 ) ( 3,843 ) Income Before Income Taxes 176,107 227,241 Income Tax Expense 43,087 57,552 Net Income Available for Common Stock 133,020 169,689 EARNINGS REINVESTED IN THE BUSINESS Balance at Beginning of Period 1,885,856 1,587,085 2,018,876 1,756,774 Dividends on Common Stock ( 45,597 ) ( 43,598 ) Balance at December 31 $ 1,973,279 $ 1,713,176 Earnings Per Common Share: Basic: Net Income Available for Common Stock $ 1.45 $ 1.85 Diluted: Net Income Available for Common Stock $ 1.44 $ 1.84 Weighted Average Common Shares Outstanding: Used in Basic Calculation 91,910,244 91,579,814 Used in Diluted Calculation 92,442,145 92,268,210 Dividends Per Common Share: Dividends Declared $ 0.495 $ 0.475 See Notes to Condensed Consolidated Financial Statements 6 Table of Content National Fuel Gas Company Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended December 31, (Thousands of U.S. Dollars) 2023 2022 Net Income Available for Common Stock $ 133,020 $ 169,689 Other Comprehensive Income (Loss), Before Tax: Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period 189,167 297,593 Reclassification Adjustment for Realized (Gains) Losses on Derivative Financial Instruments in Net Income ( 19,708 ) 159,342 Other Comprehensive Income (Loss), Before Tax 169,459 456,935 Income Tax Expense (Benefit) Related to Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period 52,486 81,377 Reclassification Adjustment for Income Tax Benefit (Expense) on Realized Losses (Gains) from Derivative Financial Instruments in Net Income ( 5,468 ) 43,571 Income Taxes – Net 47,018 124,948 Other Comprehensive Income (Loss) 122,441 331,987 Comprehensive Income $ 255,461 $ 501,676 See Notes to Condensed Consolidated Financial Statements 7 Table of Content National Fuel Gas Company Consolidated Balance Sheets (Unaudited) December 31, 2023 September 30, 2023 (Thousands of U.S. Dollars) ASSETS Property, Plant and Equipment $ 13,857,060 $ 13,635,303 Less - Accumulated Depreciation, Depletion and Amortization 6,435,129 6,335,441 7,421,931 7,299,862 Current Assets Cash and Temporary Cash Investments 41,685 55,447 Receivables – Net of Allowance for Uncollectible Accounts of $ 37,116 and $ 36,295 , Respectively 189,669 160,601 Unbilled Revenue 48,265 16,622 Gas Stored Underground 26,891 32,509 Materials and Supplies - at average cost 47,692 48,989 Other Current Assets 99,400 100,260 453,602 414,428 Other Assets Recoverable Future Taxes 73,283 69,045 Unamortized Debt Expense 6,829 7,240 Other Regulatory Assets 72,088 72,138 Deferred Charges 80,347 82,416 Other Investments 76,633 73,976 Goodwill 5,476 5,476 Prepaid Pension and Post-Retirement Benefit Costs 208,015 200,301 Fair Value of Derivative Financial Instruments 184,739 50,487 Other 4,549 4,891 711,959 565,970 Total Assets $ 8,587,492 $ 8,280,260 See Notes to Condensed Consolidated Financial Statements 8 Table of Content National Fuel Gas Company Consolidated Balance Sheets (Unaudited) December 31, 2023 September 30, 2023 (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 – 92,115,581 Shares and 91,819,405 Shares, Respectively $ 92,116 $ 91,819 Paid in Capital 1,041,226 1,040,761 Earnings Reinvested in the Business 1,973,279 1,885,856 Accumulated Other Comprehensive Income (Loss) 67,381 ( 55,060 ) Total Comprehensive Shareholders’ Equity 3,174,002 2,963,376 Long-Term Debt, Net of Current Portion and Unamortized Discount and Debt Issuance Costs 2,385,523 2,384,485 Total Capitalization 5,559,525 5,347,861 Current and Accrued Liabilities Notes Payable to Banks and Commercial Paper 300,000 287,500 Accounts Payable 105,390 152,193 Amounts Payable to Customers 60,032 59,019 Dividends Payable 45,597 45,451 Interest Payable on Long-Term Debt 42,288 20,399 Customer Advances 23,086 21,003 Customer Security Deposits 30,843 28,764 Other Accruals and Current Liabilities 200,009 160,974 Fair Value of Derivative Financial Instruments — 31,009 807,245 806,312 Other Liabilities Deferred Income Taxes 1,164,512 1,124,170 Taxes Refundable to Customers 317,838 268,562 Cost of Removal Regulatory Liability 284,687 277,694 Other Regulatory Liabilities 165,988 165,441 Other Post-Retirement Liabilities 2,859 2,915 Asset Retirement Obligations 164,777 165,492 Other Liabilities 120,061 121,813 2,220,722 2,126,087 Commitments and Contingencies (Note 7) — — Total Capitalization and Liabilities $ 8,587,492 $ 8,280,260 See Notes to Condensed Consolidated Financial Statements 9 Table of Content National Fuel Gas Company Consolidated Statements of Cash Flows (Unaudited) Three Months Ended December 31, (Thousands of U.S. Dollars) 2023 2022 OPERATING ACTIVITIES Net Income Available for Common Stock $ 133,020 $ 169,689 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation, Depletion and Amortization 115,790 96,600 Deferred Income Taxes 38,362 53,457 Stock-Based Compensation 4,660 5,575 Other 8,041 4,078 Change in: Receivables and Unbilled Revenue ( 58,459 ) ( 29,522 ) Gas Stored Underground and Materials and Supplies 6,915 5,622 Unrecovered Purchased Gas Costs — 20,603 Other Current Assets 892 ( 1,748 ) Accounts Payable ( 3,355 ) 6,091 Amounts Payable to Customers 1,013 ( 265 ) Customer Advances 2,083 5,206 Customer Security Deposits 2,079 4,546 Other Accruals and Current Liabilities 28,612 4,523 Other Assets ( 6,306 ) ( 20,238 ) Other Liabilities ( 2,403 ) 3,122 Net Cash Provided by Operating Activities 270,944 327,339 INVESTING ACTIVITIES Capital Expenditures ( 246,938 ) ( 233,473 ) Sale of Fixed Income Mutual Fund Shares in Grantor Trust — 10,000 Other ( 920 ) 14,637 Net Cash Used in Investing Activities ( 247,858 ) ( 208,836 ) FINANCING ACTIVITIES Proceeds from Issuance of Short-Term Note Payable to Bank — 250,000 Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper 12,500 ( 60,000 ) Reduction of Long-Term Debt — ( 150,000 ) Dividends Paid on Common Stock ( 45,451 ) ( 43,452 ) Net Repurchases of Common Stock ( 3,897 ) ( 6,694 ) Net Cash Used in Financing Activities ( 36,848 ) ( 10,146 ) Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash ( 13,762 ) 108,357 Cash, Cash Equivalents, and Restricted Cash at October 1 55,447 137,718 Cash, Cash Equivalents, and Restricted Cash at December 31 $ 41,685 $ 246,075 Supplemental Disclosure of Cash Flow Information Non-Cash Investing Activities: Non-Cash Capital Expenditures $ 97,922 $ 110,314 See Notes to Condensed Consolidated Financial Statements 10 Table of Content National Fuel Gas Company Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 – Summary of Significant Accounting Policies Principles of Consolidation. The Company consolidates all entities in which it has a controlling financial interest. All significant intercompany balances and transactions are eliminated. The Company uses proportionate consolidation when accounting for drilling arrangements related to oil and gas producing properties accounted for under the full cost method of accounting. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings for Interim Periods. The Company, in its opinion, has included all adjustments (which consist of only normally recurring adjustments, unless otherwise disclosed in this Quarterly Report on Form 10-Q) that are necessary for a fair statement of the results of operations for the reported periods. The consolidated financial statements and notes thereto, included herein, should be read in conjunction with the financial statements and notes for the years ended September 30, 2023, 2022 and 2021 that are included in the Company's 2023 Form 10-K. The consolidated financial statements for the year ended September 30, 2024 will be audited by the Company's independent registered public accounting firm after the end of the fiscal year. The earnings for the three months ended December 31, 2023 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2024. 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 8 – 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): Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Balance at December 31, 2023 Balance at October 1, 2023 Balance at December 31, 2022 Balance at October 1, 2022 Cash and Temporary Cash Investments $ 41,685 $ 55,447 $ 244,475 $ 46,048 Hedging Collateral Deposits — — 1,600 91,670 Cash, Cash Equivalents, and Restricted Cash $ 41,685 $ 55,447 $ 246,075 $ 137,718 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 have historically been written off against the allowance approximately twelve months after the account is final billed or when it is anticipated that the receivable will not be recovered. During 2022 and 2021, final billings were suppressed in the Utility segment as a result of state shut-off moratoriums arising from the COVID-19 pandemic. Those moratoriums were lifted in 2022 which allowed for the resumption of final billings during 2022, thereby resulting in higher amounts being written off in 2023 and 2024. 11 Table of Content Activity in the allowance for uncollectible accounts for the three months ended December 31, 2023 and 2022 are as follows (in thousands): Balance at Beginning of Period Additions Charged to Costs and Expenses Discounts on Purchased Receivables Net Accounts Receivable Written-Off Balance at End of Period Three Months Ended December 31, 2023 Allowance for Uncollectible Accounts $ 36,295 $ 4,157 $ 119 $ ( 3,455 ) $ 37,116 Three Months Ended December 31, 2022 Allowance for Uncollectible Accounts $ 40,228 $ 5,035 $ 228 $ ( 1,566 ) $ 43,925 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 $ 1.2 million at December 31, 2023, is reduced to zero by September 30 of each year as the inventory is replenished. Property, Plant and Equipment. In the Company’s Exploration and Production segment, oil and gas property acquisition, exploration and development costs are capitalized under the full cost method of accounting. Under this methodology, all costs associated with property acquisition, exploration and development activities are capitalized, including internal costs directly identified with acquisition, exploration and development activities. The internal costs that are capitalized do not include any costs related to production, general corporate overhead, or similar activities. The Company does not recognize any gain or loss on the sale or other disposition of oil and gas properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center. The Company's capitalized costs relating to oil and gas producing activities, net of accumulated depreciation, depletion and amortization, were $ 2.5 billion and $ 2.4 billion at December 31, 2023 and September 30, 2023, 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 $ 159.1 million and $ 161.1 million at December 31, 2023 and September 30, 2023, 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 December 31, 2023, the ceiling exceeded the book value of the oil and gas properties by approximately $ 84.4 million. The estimated future net cash flows were increased by $ 307.0 million for hedging under the ceiling test at December 31, 2023. The principal assets of the Utility, Pipeline and Storage and Gathering segments, consisting primarily of gas distribution pipelines, transmission pipelines, storage facilities, gathering lines and compressor stations, are recorded at historical cost. There were no indications of any impairments to property, plant and equipment in the Utility, Pipeline and Storage and Gathering segments at December 31, 2023. 12 Table of Content Accumulated Other Comprehensive Income (Loss). The components of Accumulated Other Comprehensive Income (Loss) and changes for the three months ended December 31, 2023 and 2022, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands): Gains and Losses on Derivative Financial Instruments Funded Status of the Pension and Other Post-Retirement Benefit Plans Total Three Months Ended December 31, 2023 Balance at October 1, 2023 $ 4,623 $ ( 59,683 ) $ ( 55,060 ) Other Comprehensive Gains and Losses Before Reclassifications 136,681 — 136,681 Amounts Reclassified From Other Comprehensive Income ( 14,240 ) — ( 14,240 ) Balance at December 31, 2023 $ 127,064 $ ( 59,683 ) $ 67,381 Three Months Ended December 31, 2022 Balance at October 1, 2022 $ ( 572,163 ) $ ( 53,570 ) $ ( 625,733 ) Other Comprehensive Gains and Losses Before Reclassifications 216,216 — 216,216 Amounts Reclassified From Other Comprehensive Income 115,771 — 115,771 Balance at December 31, 2022 $ ( 240,176 ) $ ( 53,570 ) $ ( 293,746 ) Reclassifications Out of Accumulated Other Comprehensive Income (Loss). The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the three months ended December 31, 2023 and 2022 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands): Details About Accumulated Other Comprehensive Income (Loss) Components Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) Affected Line Item in the Statement Where Net Income is Presented Three Months Ended December 31, 2023 2022 Gains (Losses) on Derivative Financial Instrument Cash Flow Hedges: Commodity Contracts $ 19,755 ($ 159,162 ) Operating Revenues Foreign Currency Contracts ( 47 ) ( 180 ) Operating Revenues 19,708 ( 159,342 ) Total Before Income Tax ( 5,468 ) 43,571 Income Tax Expense $ 14,240 ($ 115,771 ) Net of Tax 13 Table of Content Other Current Assets . The components of the Company’s Other Current Assets are as follows (in thousands): At December 31, 2023 At September 30, 2023 Prepayments $ 17,993 $ 18,966 Prepaid Property and Other Taxes 14,778 14,186 Federal Income Taxes Receivable 10,799 14,602 State Income Taxes Receivable 18,208 16,133 Regulatory Assets 37,622 36,373 $ 99,400 $ 100,260 Other Accruals and Current Liabilities . The components of the Company’s Other Accruals and Current Liabilities are as follows (in thousands): At December 31, 2023 At September 30, 2023 Accrued Capital Expenditures $ 75,485 $ 43,323 Regulatory Liabilities 35,770 38,105 Reserve for Gas Replacement 1,247 — Liability for Royalty and Working Interests 25,529 17,679 Non-Qualified Benefit Plan Liability 13,052 13,052 Other 48,926 48,815 $ 200,009 $ 160,974 Earnings Per Common Share. Basic earnings per common share is computed by dividing income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For purposes of determining earnings per common share, the potentially dilutive securities the Company had outstanding were restricted stock units and performance shares. For the quarter ended December 31, 2023, the diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these securities as determined using the Treasury Stock Method. Restricted stock units and performance shares that are antidilutive are excluded from the calculation of diluted earnings per common share. There were no securities excluded as being antidilutive for the quarter ended December 31, 2023. For the quarter ended December 31, 2022, 1,987 securities were excluded as being antidilutive. Stock-Based Compensation. The Company granted 361,729 performance shares during the quarter ended December 31, 2023. The weighted average fair value of such performance shares was $ 44.23 per share for the quarter ended December 31, 2023. Performance shares are an award constituting units denominated in common stock of the Company, the number of which may be adjusted over a performance cycle based upon the extent to which performance goals have been satisfied. Earned performance shares may be distributed in the form of shares of common stock of the Company, an equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company. The performance shares do not entitle the participant to receive dividends during the vesting period. The performance shares granted during the quarter ended December 31, 2023 include awards that must meet a performance goal related to either relative return on capital over a three-year or five-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 or five-year performance cycle ("TSR performance shares"). The performance goal related to the ROC performance shares over the respective performance cycles 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 14 Table of Content stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award. The fair value is recorded as compensation expense over the vesting term of the award. The performance goal related to the ESG performance shares over the three-year performance cycle consists of two parts: reductions in the rates of intensity of methane emissions for each of the Company's operating segments, and reduction of the consolidated Company's total greenhouse gas emissions. The Company's Compensation Committee set specific target levels for methane intensity rates and total greenhouse gas emissions, and the performance goal is intended to incentivize and reward performance to the extent management achieves methane intensity and greenhouse gas reduction targets making progress towards the Company's 2030 goals. The number of these ESG performance shares that will vest and be paid out will depend upon the number of methane intensity segment targets achieved and whether the Company meets the total greenhouse gas emissions target. The fair value of these ESG performance shares is calculated by multiplying the expected number of shares that will be issued by the average market price of Company common stock on the date of grant reduced by the present value of forgone dividends over the vesting term of the award. The fair value is recorded as compensation expense over the vesting term of the award. The performance goal related to the TSR performance shares over the respective performance cycles is the Company’s three-year (or five-year) total shareholder return relative to the three-year (or five-year) total shareholder return of the other companies in the Report Group. Three-year (or five-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 219,578 restricted stock units during the quarter ended December 31, 2023. The weighted average fair value of such restricted stock units was $ 42.44 per share for the quarter ended December 31, 2023. Restricted stock units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified time period. These restricted stock units do not entitle the participant to receive dividends during the vesting period. The fair value at the date of grant of the restricted stock units (represented by the market value of Company common stock on the date of the award) must be reduced by the present value of forgone dividends over the vesting term of the award. The fair value of restricted stock units on the date of award is recorded as compensation expense over the vesting period. 15 Table of Content Note 2 – Revenue from Contracts with Customers The following tables provide a disaggregation of the Company's revenues for the three months ended December 31, 2023 and 2022, presented by type of service from each reportable segment. Quarter Ended December 31, 2023 (Thousands) Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated Production of Natural Gas $ 232,661 $ — $ — $ — $ — $ — $ 232,661 Production of Crude Oil 687 — — — — — 687 Natural Gas Processing 267 — — — — — 267 Natural Gas Gathering Service — — 62,588 — — ( 57,992 ) 4,596 Natural Gas Transportation Service — 71,618 — 29,285 — ( 20,362 ) 80,541 Natural Gas Storage Service — 21,292 — — — ( 9,059 ) 12,233 Natural Gas Residential Sales — — — 146,546 — — 146,546 Natural Gas Commercial Sales — — — 20,281 — — 20,281 Natural Gas Industrial Sales — — — 906 — ( 2 ) 904 Other 649 1,503 — ( 567 ) — ( 251 ) 1,334 Total Revenues from Contracts with Customers 234,264 94,413 62,588 196,451 — ( 87,666 ) 500,050 Alternative Revenue Programs — — — 5,556 — — 5,556 Derivative Financial Instruments 19,755 — — — — — 19,755 Total Revenues $ 254,019 $ 94,413 $ 62,588 $ 202,007 $ — $ ( 87,666 ) $ 525,361 Quarter Ended December 31, 2022 (Thousands) Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated Production of Natural Gas $ 432,359 $ — $ — $ — $ — $ — $ 432,359 Production of Crude Oil 628 — — — — — 628 Natural Gas Processing 374 — — — — — 374 Natural Gas Gathering Service — — 56,413 — — ( 53,767 ) 2,646 Natural Gas Transportation Service — 76,201 — 28,378 — ( 20,817 ) 83,762 Natural Gas Storage Service — 21,286 — — — ( 8,996 ) 12,290 Natural Gas Residential Sales — — — 244,306 — — 244,306 Natural Gas Commercial Sales — — — 34,495 — — 34,495 Natural Gas Industrial Sales — — — 1,638 — — 1,638 Other 2,774 168 — ( 259 ) — ( 283 ) 2,400 Total Revenues from Contracts with Customers 436,135 97,655 56,413 308,558 — ( 83,863 ) 814,898 Alternative Revenue Programs — — — 3,123 — — 3,123 Derivative Financial Instruments ( 159,162 ) — — — — — ( 159,162 ) Total Revenues $ 276,973 $ 97,655 $ 56,413 $ 311,681 $ — $ ( 83,863 ) $ 658,859 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. 16 Table of Content 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: $ 159.1 million for the remainder of fiscal 2024; $ 191.6 million for fiscal 2025; $ 149.2 million for fiscal 2026; $ 123.3 million for fiscal 2027; $ 107.5 million for fiscal 2028; and $ 581.0 million thereafter. Note 3 – 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 December 31, 2023 and September 30, 2023. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Recurring Fair Value Measures At fair value as of December 31, 2023 (Thousands of Dollars) Level 1 Level 2 Level 3 Netting Adjustments (1) Total (1) Assets: Cash Equivalents – Money Market Mutual Funds $ 32,781 $ — $ — $ — $ 32,781 Derivative Financial Instruments: Over the Counter Swaps – Gas — 140,548 — ( 16,722 ) 123,826 Over the Counter No Cost Collars – Gas — 57,917 — — 57,917 Contingent Consideration for Asset Sale — 3,078 — — 3,078 Foreign Currency Contracts — 505 — ( 587 ) ( 82 ) Other Investments: Balanced Equity Mutual Fund 17,484 — — — 17,484 Fixed Income Mutual Fund 16,510 — — — 16,510 Total $ 66,775 $ 202,048 $ — $ ( 17,309 ) $ 251,514 Liabilities: Derivative Financial Instruments: Over the Counter Swaps – Gas $ — $ 16,722 $ — $ ( 16,722 ) $ — Foreign Currency Contracts — 587 — ( 587 ) — Total $ — $ 17,309 $ — $ ( 17,309 ) $ — Total Net Assets/(Liabilities) $ 66,775 $ 184,739 $ — $ — $ 251,514 17 Table of Content Recurring Fair Value Measures At fair value as of September 30, 2023 (Thousands of Dollars) Level 1 Level 2 Level 3 Netting Adjustments (1) Total (1) Assets: Cash Equivalents – Money Market Mutual Funds $ 39,332 $ — $ — $ — $ 39,332 Derivative Financial Instruments: Over the Counter Swaps – Gas — 65,800 — ( 37,508 ) 28,292 Over the Counter No Cost Collars – Gas — 30,966 — ( 14,745 ) 16,221 Contingent Consideration for Asset Sale — 7,277 — — 7,277 Foreign Currency Contracts — 150 — ( 1,453 ) ( 1,303 ) Other Investments: Balanced Equity Mutual Fund 15,837 — — — 15,837 Fixed Income Mutual Fund 15,897 — — — 15,897 Total $ 71,066 $ 104,193 $ — $ ( 53,706 ) $ 121,553 Liabilities: Derivative Financial Instruments: Over the Counter Swaps – Gas $ — $ 68,311 $ — $ ( 37,508 ) $ 30,803 Over the Counter No Cost Collars – Gas — 14,950 — ( 14,745 ) 205 Foreign Currency Contracts — 1,454 — ( 1,453 ) 1 Total $ — $ 84,715 $ — $ ( 53,706 ) $ 31,009 Total Net Assets/(Liabilities) $ 71,066 $ 19,478 $ — $ — $ 90,544 (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 December 31, 2023 and September 30, 2023 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 fair value of the Level 2 price swap agreements and no cost collars is based on an internal cash flow model that uses observable inputs (i.e. SOFR based discount rates for the price swap agreements and basis differential information, if applicable, at active natural gas 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 December 31, 2023, the Company determined that nonperformance risk associated with the price swap agreements, no cost collars and foreign currency contracts would have no material impact on its financial position or results of operation. To assess nonperformance risk, the Company considered information such as any applicable collateral posted, master netting arrangements, and applied a market-based method by using the counterparty's (assuming the derivative is in a gain position) or the Company’s (assuming the derivative is in a loss position) credit default swaps rates. Derivative financial instruments reported in Level 2 at December 31, 2023 also includes the contingent consideration associated with the sale of the Exploration and Production segment's California assets on June 30, 2022. The terms of the purchase and sale agreement specified that the Company could receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $ 10 million per year, with the amount of each annual payment calculated at $ 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 calendar 2023 contingency period expired with the ICE Brent Average falling below $ 95 per barrel. The fair value of the contingent consideration was calculated using a Monte Carlo simulation model that uses observable inputs, including the ICE Brent closing price as of the valuation date, initial and max trigger price, volatility, risk-free rate, time of maturity and counterparty risk. For the quarters ended December 31, 2023 and December 31, 2022, there were no assets or liabilities measured at fair value and classified as Level 3. 18 Table of Content Note 4 – 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): December 31, 2023 September 30, 2023 Carrying Amount Fair Value Carrying Amount Fair Value Long-Term Debt $ 2,385,523 $ 2,286,446 $ 2,384,485 $ 2,210,478 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 December 31, 2023 At September 30, 2023 Life Insurance Contracts $ 42,639 $ 42,242 Equity Mutual Fund 17,484 15,837 Fixed Income Mutual Fund 16,510 15,897 $ 76,633 $ 73,976 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 and for various benefit obligations the Company has to certain employees. Derivative Financial Instruments. The Company uses derivative financial instruments to manage commodity price risk in the Exploration and Production segment. The Company enters into over-the-counter no cost collar and swap agreements 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 7 years. On June 30, 2022, the Company completed the sale of Seneca’s California assets. The terms of the purchase and sale agreement specified that the Company could receive up to three annual contingent payments between calendar year 2023 and calendar year 2025, not to exceed $ 10 million per year, with the amount of each annual payment calculated as $ 1.0 million for each $ 1 per barrel that the ICE Brent Average for each calendar year exceeds $ 95 per barrel up to $ 105 per barrel. The calendar 2023 contingency period expired with the ICE Brent Average falling below $ 95 per barrel. The Company has determined that this contingent consideration meets the definition of a derivative under the authoritative accounting guidance. Changes in the fair value of this contingent consideration are marked-to-market each reporting period, with changes in fair value recognized in Other Income (Deductions) on the Consolidated Statement of Income. The fair value of this contingent consideration was estimated to be $ 3.1 million and $ 7.3 million at December 31, 2023 and September 30, 2023, respectively. A $ 4.2 million 19 Table of Content mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the quarter ended December 31, 2023. The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at December 31, 2023 and September 30, 2023. 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 December 31, 2023, the Company had 380.2 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding. As of December 31, 2023, the Company was hedging a total of $ 53.7 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts. As of December 31, 2023, the Company had $ 127.1 million of net hedging gains after taxes included in the accumulated other comprehensive income (loss) balance. Of this amount, it is expected that $ 92.3 million of unrealized gains after taxes will be reclassified into the Consolidated Statement of Income within the next 12 months as the underlying hedged transactions are recorded in earnings. The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the Three Months Ended December 31, 2023 and 2022 (Thousands of Dollars) Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on the Consolidated Statement of Comprehensive Income (Loss) for the Three Months Ended December 31, Location of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income Amount of Derivative Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) on the Consolidated Balance Sheet into the Consolidated Statement of Income for the Three Months Ended December 31, 2023 2022 2023 2022 Commodity Contracts $ 187,989 $ 297,120 Operating Revenue $ 19,755 $ ( 159,162 ) Foreign Currency Contracts 1,178 473 Operating Revenue ( 47 ) ( 180 ) Total $ 189,167 $ 297,593 $ 19,708 $ ( 159,342 ) Credit Risk The Company may be exposed to credit risk on any of the derivative financial instruments that are in a gain position. Credit risk relates to the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate such credit risk, management performs a credit check, and then on a quarterly basis monitors counterparty credit exposure. The majority of the Company’s counterparties are financial institutions and energy traders. The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with nineteen counterparties of which all nineteen are in a net gain position. On average, the Company had $ 9.6 million of credit exposure per counterparty in a gain position at December 31, 2023. The maximum credit exposure per counterparty in a gain position at December 31, 2023 was $ 35.6 million. As of December 31, 2023, no collateral was received from the counterparties by the Company. The Company's gain position on such derivative financial instruments had not exceeded the established thresholds at which the counterparties would be required to post collateral, nor had the counterparties' credit ratings declined to levels at which the counterparties were required to post collateral. As of December 31, 2023, sixteen of the nineteen counterparties to the Company’s outstanding derivative financial contracts (specifically the over-the-counter swaps, over-the-counter no cost collars and applicable foreign currency forward contracts) had a common credit-risk related contingency feature. In the event the Company’s credit rating increases or falls below a certain threshold (applicable debt ratings), the available credit that could be extended to the Company when it is in a 20 Table of Content derivative financial liability position would either increase or decrease. A decline in the Company’s credit rating, in and of itself, would not cause the Company to be required to post or increase the level of its hedging collateral deposits (in the form of cash deposits, letters of credit or treasury debt instruments). If the Company’s outstanding derivative financial 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 December 31, 2023, the Company did not have any derivative financial instrument liabilities with a credit-risk related contingency feature according to the Company’s internal model (discussed in Note 3 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at December 31, 2023. Depending on the movement of commodity prices in the future, it is possible that the Company's derivative asset positions could swing into liability positions, at which point the Company 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 5 – Income Taxes The effective tax rates for the quarters ended December 31, 2023 and December 31, 2022 were 24.5 % and 25.3 %, respectively. The reduction in effective income tax rates was primarily driven by a methodology change for repairs and maintenance tax deductions. Note 6 – 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 October 1, 2023 91,819 $ 91,819 $ 1,040,761 $ 1,885,856 $ ( 55,060 ) Net Income Available for Common Stock 133,020 Dividends Declared on Common Stock ($ 0.495 Per Share) ( 45,597 ) Other Comprehensive Income, Net of Tax 122,441 Share-Based Payment Expense (1) 4,135 Common Stock Issued (Repurchased) Under Stock and Benefit Plans 297 297 ( 3,670 ) Balance at December 31, 2023 92,116 $ 92,116 $ 1,041,226 $ 1,973,279 $ 67,381 Balance at October 1, 2022 91,478 $ 91,478 $ 1,027,066 $ 1,587,085 $ ( 625,733 ) Net Income Available for Common Stock 169,689 Dividends Declared on Common Stock ($ 0.475 Per Share) ( 43,598 ) Other Comprehensive Income, Net of Tax 331,987 Share-Based Payment Expense (1) 5,118 Common Stock Issued (Repurchased) Under Stock and Benefit Plans 309 309 ( 6,545 ) Balance at December 31, 2022 91,787 $ 91,787 $ 1,025,639 $ 1,713,176 $ ( 293,746 ) (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 three months ended December 31, 2023, the Company issued 111,832 original issue shares of common stock for restricted stock units that vested and 251,255 original issue shares of common stock for performance shares that vested. The Company also issued 9,128 original issue shares of common stock to the non-employee directors of the Company who receive compensation under the Company’s 2009 Non-Employee Director Equity Compensation Plan, including the reinvestment of dividends for certain non-employee directors who elected to defer their shares pursuant to the dividend reinvestment feature of the Company's Deferred Compensation Plan for Directors and Officers (the "DCP") during the three months ended December 31, 2023. In addition, the Company issued 1,055 original issue shares of common stock to officers of 21 Table of Content the Company who elected to defer their shares pursuant to the dividend reinvestment feature of the Company's DCP Plan during the three months ended December 31, 2023. Holders of stock-based compensation awards will often tender shares of common stock to the Company for payment of applicable withholding taxes. During the three months ended December 31, 2023, 77,094 shares of common stock were tendered to the Company for such purposes. The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law. Short-Term Borrowings. On February 28, 2022, the Company entered into a Credit Agreement (as amended from time to time, the "Credit Agreement") with a syndicate of twelve banks. The Credit Agreement replaced the previous Fourth Amended and Restated Credit Agreement and a previous 364-Day Credit Agreement. The Credit Agreement provides a $ 1.0 billion unsecured committed revolving credit facility with a maturity date of February 26, 2027. On February 7, 2024, the Company and certain lenders under the Credit Agreement consented to an extension of the maturity date of the Credit Agreement from February 26, 2027 to February 25, 2028. As a result, the Company has aggregate commitments available under the Credit Agreement of $ 1.0 billion before February 26, 2027, and $ 940 million in aggregate commitments available on and after February 26, 2027 to February 25, 2028. Current Portion of Long-Term Debt. None of the Company's long-term debt as of December 31, 2023 and September 30, 2023 had a maturity date within the following twelve-month period. Note 7 – 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 December 31, 2023, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 3.2 million. The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at December 31, 2023. The Company has recovered its environmental clean-up costs through rate recovery 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 which is the subject of an ongoing appeal at the U.S. Court of Appeals for the D.C. Circuit. As of December 31, 2023, the Company has spent approximately $ 56.0 million on the project, all of which is recorded on the balance sheet. Other. The Company is involved in other litigation and regulatory matters arising in the normal course of business. These other matters may include, for example, negligence claims and tax, regulatory or other governmental audits, inspections, investigations and other proceedings. These matters may involve state and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things. While these other matters arising in the normal course of business could have a material effect on earnings and cash flows in the period in which they are resolved, an estimate of the possible loss or range of loss, if any, cannot be made at this time. 22 Table of Content Note 8 – 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 2023 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 2023 Form 10-K. A listing of segment assets at December 31, 2023 and September 30, 2023 is shown in the tables below. Quarter Ended December 31, 2023 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Revenue from External Customers $ 254,019 $ 64,826 $ 4,596 $ 201,920 $ 525,361 $ — $ — $ 525,361 Intersegment Revenues $ — $ 29,587 $ 57,992 $ 87 $ 87,666 $ — $( 87,666 ) $ — Segment Profit: Net Income (Loss) $ 52,483 $ 24,055 $ 28,825 $ 26,551 $ 131,914 $( 121 ) $ 1,227 $ 133,020 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Segment Assets: At December 31, 2023 $ 3,057,345 $ 2,439,479 $ 936,547 $ 2,301,116 $ 8,734,487 $ 4,758 $( 151,753 ) $ 8,587,492 At September 30, 2023 $ 2,814,218 $ 2,427,214 $ 912,923 $ 2,247,743 $ 8,402,098 $ 4,795 $( 126,633 ) $ 8,280,260 Quarter Ended December 31, 2022 (Thousands) Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated Revenue from External Customers $ 276,973 $ 67,621 $ 2,646 $ 311,619 $ 658,859 $ — $ — $ 658,859 Intersegment Revenues $ — $ 30,034 $ 53,767 $ 62 $ 83,863 $ — $( 83,863 ) $ — Segment Profit: Net Income (Loss) $ 91,192 $ 29,476 $ 24,738 $ 23,817 $ 169,223 $( 280 ) $ 746 $ 169,689 23 Table of Content Note 9 – Retirement Plan and Other Post-Retirement Benefits Components of Net Periodic Benefit Cost (in thousands): Retirement Plan Other Post-Retirement Benefits Three Months Ended December 31, 2023 2022 2023 2022 Service Cost $ 1,049 $ 1,297 $ 109 $ 147 Interest Cost 10,890 10,629 3,890 3,912 Expected Return on Plan Assets ( 17,086 ) ( 16,648 ) ( 6,660 ) ( 6,403 ) Amortization of Prior Service Cost (Credit) 91 109 ( 107 ) ( 107 ) Amortization of (Gains) Losses ( 335 ) ( 1,920 ) ( 567 ) ( 2,189 ) Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1) 4,057 5,378 2,238 3,820 Net Periodic Benefit Cost (Income) $ ( 1,334 ) $ ( 1,155 ) $ ( 1,097 ) $ ( 820 ) (1) The Company’s policy is to record retirement plan and other post-retirement benefit costs in the Utility segment on a volumetric basis to reflect the fact that the Utility segment experiences higher throughput of natural gas in the winter months and lower throughput of natural gas in the summer months. The components of net periodic benefit cost other than service cost are presented in Other Income (Deductions) on the Consolidated Statements of Income. Employer Contributions. The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the three months ended December 31, 2023. In the remainder of fiscal 2024, the Company expects its contributions to the Retirement Plan to be in the range of zero to $ 5.0 million. The Company did not make any contributions to its VEBA trusts for its other post-retirement benefits during the three months ended December 31, 2023, and does not anticipate making any such contributions during the remainder of fiscal 2024. Note 10 – 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 ("2017 Rate Order"). The 2017 Rate 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 October 31, 2023, Distribution Corporation made a filing with the NYPSC seeking an increase of approximately $ 88 million in its total annual operating revenues for the projected rate year ending September 30, 2025, with a proposed effective date of October 1, 2024 that includes the maximum suspension period permitted under the New York Public Service Law ("2023 Rate Filing"). The Company is also proposing, among other things, to continue its leak prone pipe replacement program and to implement a number of initiatives that will facilitate achievement of the emissions reduction goals of the CLCPA. On August 13, 2021, the NYPSC issued an order extending the date through which qualified pipeline replacement costs incurred by the Company can be recovered using the existing system modernization tracker for two years (until March 31, 2023). On December 9, 2022, the Company filed a petition with the NYPSC to effectuate a system improvement tracker through which qualified pipeline replacement costs through September 30, 2024 would be tracked and recovered, and to recover certain deferred costs associated with the existing system modernization tracker, effective April 1, 2023. The NYPSC approved the petition by order dated March 17, 2023 contingent on the Company not filing a base rate case that would result in new rates becoming effective prior to October 1, 2024. The 2023 Rate Filing proposes to stop accruing and collecting revenues under its current system modernization and system improvement trackers and shift those revenues into the Company’s new base delivery rates. In the absence of a multi-year rate plan settlement, the Company is requesting that it be allowed to reinstate a tracking mechanism similar to the existing system modernization tracker. 24 Table of Content Pennsylvania Jurisdiction On October 28, 2022, Distribution Corporation made a filing with the PaPUC seeking an increase in its annual base rate operating revenues of $ 28.1 million. A settlement involving all active parties to the proceeding was reached and filed with the PaPUC on April 13, 2023. The settlement provided for, among other things, an increase in Distribution Corporation’s annual base rate operating revenues of $ 23 million. The PaPUC approved the settlement in full, without modification or correction, on June 15, 2023 and new rates went into effect on August 1, 2023. FERC Jurisdiction Supply Corporation filed a NGA Section 4 rate case at FERC on July 31, 2023 proposing rate increases to be effective February 1, 2024. The proposed rates reflect an annual cost of service of $ 385.4 million, a rate base of $ 1.32 billion and a proposed cost of equity of 15.12 %. If the proposed rate increases finally approved at the end of the proceeding exceed the rates that were in effect at July 31, 2023, but are less than rates put into effect subject to refund on February 1, 2024, Supply Corporation would be required to refund the difference between the rates collected subject to refund and the final approved rates, with interest at the FERC-approved rate. If the rates approved at the end of the proceeding are lower than the rates in effect at July 31, 2023, such lower rates will become effective prospectively from the effective date provided by the applicable FERC order, and refunds with interest will be limited to the difference between the rates collected subject to refund and the rates in effect at July 31, 2023. Empire’s 2019 rate settlement provides that Empire must make a rate case filing no later than May 1, 2025.