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Item 1. Financial Statements

2025-01-30 compared with 2024-08-01 · 161 added, 321 removed, 511 unchanged (49% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

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Depreciation, Depletion and Amortization 109,370 115,790

Impairment of Exploration and Production Properties 200,696 — 200,696 —

Impairment of Assets 141,802 —

463,291 318,251

Operating Income (Loss) ( 51,440 ) 154,096 406,294 629,844

Operating Income 86,191 207,110

Other Income (Expense):

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Other Interest Expense ( 4,381 ) ( 6,273 )

Income (Loss) Before Income Taxes ( 82,469 ) 125,555 315,242 543,614

Income Tax Expense (Benefit) ( 28,311 ) 32,935 70,108 140,425

Net Income (Loss) Available for Common Stock ( 54,158 ) 92,620 245,134 403,189

Income Before Income Taxes 56,168 176,107

Income Tax Expense 11,182 43,087

Net Income Available for Common Stock 44,986 133,020

EARNINGS REINVESTED IN THE BUSINESS

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Dividends on Common Stock ( 46,671 ) ( 45,597 )

Balance at June 30 $ 1,970,384 $ 1,857,630 $ 1,970,384 $ 1,857,630

Earnings (Loss) Per Common Share:

Net Income (Loss) Available for Common Stock $ ( 0.59 ) $ 1.01 $ 2.67 $ 4.40

Net Income (Loss) Available for Common Stock $ ( 0.59 ) $ 1.00 $ 2.65 $ 4.37

Balance at December 31 $ 1,698,648 $ 1,973,279

Earnings Per Common Share:

Net Income Available for Common Stock $ 0.50 $ 1.45

Net Income Available for Common Stock $ 0.49 $ 1.44

Weighted Average Common Shares Outstanding:

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Three Months Ended

June 30, Nine Months Ended

(Thousands of U.S.

Dollars) 2024 2023

Net Income (Loss) Available for Common Stock $ ( 54,158 ) $ 92,620 $ 245,134 $ 403,189

Net Income Available for Common Stock $ 44,986 $ 133,020

Other Comprehensive Income (Loss), Before Tax:

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( 7,940 ) ( 5,468 )

Income Taxes (Benefits) – Net ( 26,992 ) 2,072 23,082 217,622

Income Taxes – Net ( 22,343 ) 47,018

Other Comprehensive Income (Loss) ( 60,677 ) 122,441

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Earnings Reinvested in the Business 1,698,648 1,727,326

Accumulated Other Comprehensive Income (Loss) 5,050 ( 55,060 )

Accumulated Other Comprehensive Loss ( 76,153 ) ( 15,476 )

Total Comprehensive Shareholders’ Equity 2,752,813 2,848,343

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Consolidated Statements of Cash Flows

Nine Months Ended

Three Months Ended

(Thousands of U.S.

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Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Impairment of Exploration and Production Properties 200,696 —

Impairment of Assets 141,802 —

Depreciation, Depletion and Amortization 109,370 115,790

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Gas Stored Underground and Materials and Supplies 10,180 6,915

Unrecovered Purchased Gas Costs — 75,244

Other Current Assets 8,814 892

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Capital Expenditures ( 240,427 ) ( 246,938 )

Acquisition of Upstream Assets — ( 124,758 )

Sale of Fixed Income Mutual Fund Shares in Grantor Trust — 10,000

Other 5,878 ( 920 )

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FINANCING ACTIVITIES

Proceeds from Issuance of Short-Term Note Payable to Bank — 250,000

Repayment of Short-Term Note Payable to Bank — ( 250,000 )

Net Change in Other Short-Term Notes Payable to Banks and Commercial Paper ( 287,500 ) 78,500

Net Proceeds from Issuance of Long-Term Debt 299,396 297,533

Changes in Notes Payable to Banks and Commercial Paper 109,300 12,500

Shares Repurchased Under Repurchase Plan ( 33,524 ) —

Reduction of Long-Term Debt — ( 549,000 )

Dividends Paid on Common Stock ( 46,872 ) ( 45,451 )

Net Repurchases of Common Stock Under Stock and Benefit Plans ( 3,971 ) ( 3,897 )

Net Cash Used in Financing Activities ( 156,477 ) ( 310,316 )

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 25,967 ( 84,303 )

Cash, Cash Equivalents, and Restricted Cash at October 1 55,447 137,718

Cash, Cash Equivalents, and Restricted Cash at June 30 $ 81,414 $ 53,415

Net Cash Provided by (Used in) Financing Activities 24,933 ( 36,848 )

Net Increase (Decrease) in Cash and Cash Equivalents 10,472 ( 13,762 )

Cash and Cash Equivalents at October 1 38,222 55,447

Cash and Cash Equivalents at December 31 $ 48,694 $ 41,685

Supplemental Disclosure of Cash Flow Information

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The consolidated financial statements for the year ended September 30, 2025 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, 2024 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2024.

The earnings for the three months ended December 31, 2024 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2025.

Most of the business of the Utility segment is seasonal in nature and is influenced by weather conditions.

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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, 2024 Nine Months Ended

June 30, 2023

June 30, 2024 Balance at October 1, 2023 Balance at

June 30, 2023 Balance at October 1, 2022

Cash and Temporary Cash Investments $ 81,414 $ 55,447 $ 53,415 $ 46,048

Hedging Collateral Deposits — — — 91,670

Cash, Cash Equivalents, and Restricted Cash $ 81,414 $ 55,447 $ 53,415 $ 137,718

The Statement of Cash Flows for the three months ended December 31, 2024 and the three months ended December 31, 2023 reconciles the net increase (decrease) in cash and cash equivalents, which consists solely of cash and temporary cash investments for the periods presented.

The Company did not have any restricted cash at December 31, 2024, October 1, 2024, December 31, 2023 or October 1, 2023.

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.

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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.

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Activity in the allowance for uncollectible accounts for the nine months ended June 30, 2024 and 2023 are as follows (in thousands):

Account balances have historically been charged off against the allowance approximately twelve months after the account is final billed or when it is anticipated that the receivable will not be recovered.

Starting in the quarter ended March 31, 2025, account balances will be charged off against the allowance approximately three months after the account is final billed or when it is anticipated that the receivable will not be recovered.

Activity in the allowance for uncollectible accounts for the three months ended December 31, 2024 and 2023 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, 2024

Three Months Ended December 31, 2024

Allowance for Uncollectible Accounts $ 26,194 $ 4,605 $ 107 $ ( 2,522 ) $ 28,384

Nine Months Ended June 30, 2023

Three Months Ended December 31, 2023

Allowance for Uncollectible Accounts $ 36,295 $ 4,157 $ 119 $ ( 3,455 ) $ 37,116

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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 $ 6.7 million at June 30, 2024, is reduced to zero by September 30 of each year as the inventory is replenished.

Gas stored underground normally declines during the first and second quarters of the year as storage quantities are withdrawn and increases in the third and fourth quarters as storage quantities are replenished.

In the Utility segment, the

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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 $ 1.3 million at December 31, 2024, is reduced to zero by September 30 of each year as the inventory is replenished.

Property, Plant and Equipment.

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The Company does not recognize any gain or loss on the sale or other disposition of properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves attributable to a cost center.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.6 billion and $ 2.4 billion at June 30, 2024 and September 30, 2023, respectively.

The Company's capitalized costs relating to exploration and production activities, net of accumulated depreciation, depletion and amortization, were $ 2.2 billion and $ 2.3 billion at December 31, 2024 and September 30, 2024, 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 $ 202.2 million and $ 161.1 million at June 30, 2024 and September 30, 2023, respectively.

Such costs amounted to $ 133.3 million and $ 201.0 million at December 31, 2024 and September 30, 2024, respectively.

All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred.

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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.

The book value of the exploration and production properties exceeded the ceiling at June 30, 2024.

As such, the Company recognized a non-cash, pre-tax impairment charge of $ 200.7 million for the quarter ended June 30, 2024.

A deferred income tax benefit of $ 55.7 million related to the non-cash impairment charge was also recognized for the quarter ended June 30, 2024.

In adjusting estimated future cash flows for hedging under the ceiling test at June 30, 2024, estimated future net cash flows were increased by $ 375.8 million.

The book value of the exploration and production properties exceeded the ceiling at December 31, 2024.

As such, the Company recognized a non-cash, pre-tax ceiling test impairment charge in the Exploration and Production segment of $ 108.3 million for the quarter ended December 31, 2024.

A deferred income tax benefit of $ 29.2 million related to the non-cash impairment charge was also recognized for the quarter ended December 31, 2024.

In adjusting estimated future cash flows for hedging under the ceiling test at December 31, 2024, estimated future net cash flows were increased by $ 495.3 million.

The Exploration and Production segment also has items of property, plant and equipment that are accounted for outside of the provisions of the full cost method of accounting.

As discussed in Note 3 – Fair Value Measurements, an impairment charge related to certain water disposal assets was recorded at December 31, 2024.

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, 2024.

There were no indications of any impairments to property, plant and equipment in the Utility, Pipeline and Storage and Gathering segments at December 31, 2024.

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Accumulated Other Comprehensive Income (Loss).

The components of Accumulated Other Comprehensive Income (Loss) and changes for the nine months ended June 30, 2024 and 2023, net of related tax effect, are as follows (amounts in parentheses indicate debits) (in thousands):

The components of Accumulated Other Comprehensive Income (Loss) and changes for the three months ended December 31, 2024 and 2023, 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, 2024

Balance at April 1, 2024 $ 135,023 $ ( 59,683 ) $ 75,340

Other Comprehensive Gains and Losses Before Reclassifications

( 15,850 ) — ( 15,850 )

Amounts Reclassified From Other Comprehensive Loss ( 54,440 ) — ( 54,440 )

Balance at June 30, 2024 $ 64,733 $ ( 59,683 ) $ 5,050

Nine Months Ended June 30, 2024

Three Months Ended December 31, 2024

Balance at October 1, 2024 $ 55,799 $ ( 71,275 ) $ ( 15,476 )

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( 39,113 ) — ( 39,113 )

Amounts Reclassified From Other Comprehensive Income ( 112,139 ) — ( 112,139 )

Balance at June 30, 2024 $ 64,733 $ ( 59,683 ) $ 5,050

Three Months Ended June 30, 2023

Balance at April 1, 2023 $ ( 1,294 ) $ ( 53,570 ) $ ( 54,864 )

Other Comprehensive Gains and Losses Before Reclassifications

47,359 — 47,359

Amounts Reclassified From Other Comprehensive Income ( 41,879 ) — ( 41,879 )

Balance at June 30, 2023 $ 4,186 $ ( 53,570 ) $ ( 49,384 )

Nine Months Ended June 30, 2023

Amounts Reclassified From Other Comprehensive Loss ( 21,564 ) — ( 21,564 )

Balance at December 31, 2024 $ ( 4,878 ) $ ( 71,275 ) $ ( 76,153 )

Three Months Ended December 31, 2023

Balance at October 1, 2023 $ 4,623 $ ( 59,683 ) $ ( 55,060 )

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Amounts Reclassified From Other Comprehensive Income ( 14,240 ) — ( 14,240 )

Balance at June 30, 2023 $ 4,186 $ ( 53,570 ) $ ( 49,384 )

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Balance at December 31, 2023 $ 127,064 $ ( 59,683 ) $ 67,381

Reclassifications Out of Accumulated Other Comprehensive Income (Loss).

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the nine months ended June 30, 2024 and 2023 are as follows (amounts in parentheses indicate debits to the income statement) (in thousands):

The details about the reclassification adjustments out of accumulated other comprehensive income (loss) for the three months ended December 31, 2024 and 2023 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

June 30, Nine Months Ended

2024 2023 2024 2023

Gains (Losses) on Derivative Financial Instrument Cash Flow Hedges:

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$ 21,564 $ 14,240 Net of Tax

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Other Current Assets .

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

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Prepayments $ 13,890 $ 18,463

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

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Accrued Capital Expenditures $ 52,852 $ 47,344

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For purposes of determining earnings per common share, the potentially dilutive securities the Company had outstanding were restricted stock units and performance shares.

As the Company recognized a net loss for the quarter ended June 30, 2024, in accordance with accounting guidance, all dilution associated with restricted stock units and performance shares in the amount of 567,681 shares, was excluded from the earnings per share calculation for the quarter ended June 30, 2024.

For the nine months ended June 30, 2024 and for the quarter and nine months ended June 30, 2023, the diluted weighted average shares

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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.

For the quarter ended December 31, 2024, 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 335 securities excluded as being antidilutive for the nine months ended June 30, 2024.

There were 8,322 securities and 4,526 securities excluded as being antidilutive for the quarter and nine months ended June 30, 2023, respectively.

There were four securities excluded as being antidilutive for the quarter ended December 31, 2024.

For the quarter ended December 31, 2023, there were no securities excluded as being antidilutive.

Share Repurchases.

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Stock-Based Compensation.

The Company granted 361,729 performance shares during the nine months ended June 30, 2024.

The weighted average fair value of such performance shares was $ 44.23 per share for the nine months ended June 30, 2024.

The Company granted 239,042 performance shares during the quarter ended December 31, 2024.

The weighted average fair value of such performance shares was $ 55.43 per share for the quarter ended December 31, 2024.

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.

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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, 2024 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”).

The performance shares granted during the quarter ended December 31, 2024 include awards that must meet a performance goal related to either relative total 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 ("Emissions Performance Shares") or relative total 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

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(“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.

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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:

The performance goal related to the Emissions 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 number of these Emissions 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 Emissions 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 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.

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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.

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The Company granted 220,778 restricted stock units during the nine months ended June 30, 2024.

The weighted average fair value of such restricted stock units was $ 42.44 per share for the nine months ended June 30, 2024.

The Company granted 130,252 restricted stock units during the quarter ended December 31, 2024.

The weighted average fair value of such restricted stock units was $ 58.48 per share for the quarter ended December 31, 2024.

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.

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The fair value of restricted stock units on the date of award is recorded as compensation expense over the vesting period.

Pursuant to registration statements for the Company's stock award plans, there were 3,890,301 shares available for future grant at June 30, 2024.

These shares include shares available for future options, SARs, restricted stock and performance share grants.

Note 2 – Asset Acquisition

On June 1, 2023, the Company completed its acquisition of certain upstream assets located primarily in Tioga County, Pennsylvania from SWN Production Company, LLC ("SWN") for total consideration of $ 124.8 million.

The purchase price, which reflects an effective date of January 1, 2023, was reduced for production revenues less expenses that were retained by SWN from the effective date to the closing date.

As part of the transaction, the Company acquired approximately 34,000 net acres in an area that is contiguous with existing Company-owned upstream assets.

This transaction was accounted for as an asset acquisition, and, as such, the purchase price was allocated to property, plant and equipment.

The following is a summary of the asset acquisition in thousands:

Purchase Price $ 124,178

Transaction Costs 580

Total Consideration $ 124,758

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, 2024 and 2023, presented by type of service from each reportable segment.

Quarter Ended June 30, 2024 (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 $ 144,374 $ — $ — $ — $ — $ — $ 144,374

Production of Crude Oil 511 — — — — — 511

Natural Gas Processing 195 — — — — — 195

Natural Gas Gathering Service — — 60,120 — — ( 56,476 ) 3,644

Natural Gas Transportation Service — 79,640 — 21,690 — ( 26,826 ) 74,504

Natural Gas Storage Service — 24,612 — — — ( 10,436 ) 14,176

Natural Gas Residential Sales — — — 89,034 — — 89,034

Natural Gas Commercial Sales — — — 11,022 — — 11,022

Natural Gas Industrial Sales — — — 480 — ( 1 ) 479

Other 363 1,167 — ( 618 ) — ( 207 ) 705

Total Revenues from Contracts with Customers 145,443 105,419 60,120 121,608 — ( 93,946 ) 338,644

Alternative Revenue Programs — — — 3,336 — — 3,336

Derivative Financial Instruments 75,462 — — — — — 75,462

Total Revenues $ 220,905 $ 105,419 $ 60,120 $ 124,944 $ — $ ( 93,946 ) $ 417,442

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Nine Months Ended June 30, 2024 (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 $ 580,233 $ — $ — $ — $ — $ — $ 580,233

Production of Crude Oil 1,722 — — — — — 1,722

Natural Gas Processing 765 — — — — — 765

Natural Gas Gathering Service — — 186,701 — — ( 174,544 ) 12,157

Natural Gas Transportation Service — 232,532 — 88,817 — ( 73,040 ) 248,309

Natural Gas Storage Service — 71,247 — — — ( 30,520 ) 40,727

Natural Gas Residential Sales — — — 445,971 — — 445,971

Natural Gas Commercial Sales — — — 62,117 — — 62,117

Natural Gas Industrial Sales — — — 2,668 — ( 5 ) 2,663

Other 1,416 4,073 — ( 2,066 ) — ( 695 ) 2,728

Total Revenues from Contracts with Customers 584,136 307,852 186,701 597,507 — ( 278,804 ) 1,397,392

Alternative Revenue Programs — — — 19,949 — — 19,949

Derivative Financial Instruments 155,401 — — — — — 155,401

Total Revenues $ 739,537 $ 307,852 $ 186,701 $ 617,456 $ — $ ( 278,804 ) $ 1,572,742

Quarter Ended June 30, 2023 (Thousands)

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, 2024 and 2023, presented by type of service from each reportable segment.

Quarter Ended December 31, 2024 (Thousands)

Revenues By Type of Service Exploration and Production Pipeline and Storage Gathering Utility All Other Corporate and Intersegment Eliminations Total Consolidated

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Total Revenues $ 248,860 $ 106,612 $ 61,131 $ 228,509 $ — $ ( 95,630 ) $ 549,482

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Nine Months Ended June 30, 2023 (Thousands)

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

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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.

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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:

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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.

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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, 2024 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 June 30, 2024

Recurring Fair Value Measures At fair value as of December 31, 2024

(Thousands of Dollars) Level 1 Level 2 Level 3 Netting

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Total Net Assets/(Liabilities) $ 70,267 $ ( 198 ) $ — $ — $ 70,069

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Recurring Fair Value Measures At fair value as of September 30, 2024

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The net asset or net liability for each counterparty is recorded as an asset or liability on the Company’s balance sheet.

The following table presents impairments of assets associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy as of December 31, 2024 and 2023 (in thousands):

Nonrecurring Fair Value Measures Quarter Ended December 31,

Segment Date of Measurement Fair Value 2024 2023

Impairment of Assets:

Water Disposal Assets Exploration and Production December 31, 2024 $ 12,880 $ 33,453 $ —

In exploring the potential sale of certain water disposal assets during the quarter ended December 31, 2024, the Company determined that the fair market value of such assets was less than the recorded net book value resulting in an impairment charge that reduced the net book value to fair market value.

These assets are used to dispose of water from operations in the Exploration and Production segment.

Derivative Financial Instruments

The derivative financial instruments reported in Level 2 at June 30, 2024 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

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Exploration and Production segment.

The derivative financial instruments reported in Level 2 at December 31, 2024 and September 30, 2024 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.

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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, 2024, 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.

At December 31, 2024, 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, 2024 also includes the contingent consideration associated with the sale of the Exploration and Production segment's California assets on June 30, 2022.

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Derivative financial instruments reported in Level 2 at December 31, 2024 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 calendar 2023 and 2024 contingency periods expired with the ICE Brent Average falling below $ 95 per barrel each calendar year.

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 June 30, 2024 and June 30, 2023, there were no assets or liabilities measured at fair value and classified as Level 3.

Note 4 – Financial Instruments

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Based on these criteria, the fair market value of long-term debt, including current portion, was as follows (in thousands):

June 30, 2024 September 30, 2023

December 31, 2024 September 30, 2024

Amount Fair Value Carrying

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The fair value of long-term debt was calculated using observable inputs (U.S.

Treasuries or Secured Overnight Financing Rates (SOFR) for the risk-free component and company specific credit spread information – generally obtained from recent trade activity in the debt).

Treasuries or SOFR 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.

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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.

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Other Investments.

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

At June 30, 2024 At September 30, 2023

At December 31, 2024 At September 30, 2024

Life Insurance Contracts $ 42,971 $ 44,808

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The duration of the Company’s cash flow hedges does not typically exceed 5 years while the foreign currency forward contracts do not exceed 6 years.

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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 calendar 2023 and 2024 contingency periods expired with the ICE Brent Average falling below $ 95 per barrel each calendar year.

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 $ 2.4 million and $ 7.3 million at June 30, 2024 and September 30, 2023, respectively.

A $ 1.2 million mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the quarter ended June 30, 2024.

A $ 4.9 million mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the nine months ended June 30, 2024.

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, 2024 and September 30, 2023.

The fair value of this contingent consideration was estimated to be $ 0.4 million and $ 0.7 million at December 31, 2024 and September 30, 2024, respectively.

A $ 0.3 million mark-to-market adjustment to reduce the fair value of the contingent consideration was recorded during the quarter ended December 31, 2024.

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, 2024 and September 30, 2024.

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, 2024, the Company had 334.0 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of June 30, 2024, the Company was hedging a total of $ 54.4 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

As of June 30, 2024, the Company had $ 64.7 million of net hedging gains after taxes included in the accumulated other comprehensive income (loss) balance.

As of December 31, 2024, the Company had 388.2 Bcf of natural gas commodity derivative contracts (swaps and no cost collars) outstanding.

As of December 31, 2024, the Company was hedging a total of $ 51.2 million of forecasted transportation costs denominated in Canadian dollars with foreign currency forward contracts.

As of December 31, 2024, the Company had $ 4.9 million of net hedging losses after taxes included in the accumulated other comprehensive income (loss) balance.

Of this amount, it is expected that $ 1.9 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.

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The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Three Months Ended June 30, 2024 and 2023 (Thousands of Dollars)

Three Months Ended December 31, 2024 and 2023 (Thousands of Dollars)

Derivatives in Cash Flow Hedging Relationships Amount of Derivative Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on

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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

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

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Total $ ( 53,516 ) $ 189,167 $ 29,504 $ 19,708

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Nine Months Ended June 30, 2024 and 2023 (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)

Nine Months Ended

(Loss) Reclassified from

Accumulated Other

Comprehensive Income (Loss) on

the Consolidated Balance Sheet

into the Consolidated Statement of

Income for the

Nine Months Ended

2024 2023 2024 2023

Commodity Contracts $ 238,184 $ 672,396 Operating Revenue $ 155,401 $ ( 120,088 )

Foreign Currency Contracts 211 985 Operating Revenue ( 198 ) ( 502 )

Total $ 238,395 $ 673,381 $ 155,203 $ ( 120,590 )

The Company may be exposed to credit risk on any of the derivative financial instruments that are in a gain position.

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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 eighteen are in a net gain position.

On average, the Company had $ 5.4 million of credit exposure per counterparty in a gain position at June 30, 2024.

The maximum credit exposure per counterparty in a gain position at June 30, 2024 was $ 21.2 million.

As of June 30, 2024, no collateral was received from the counterparties by the Company.

The Company has over-the-counter swap positions, no cost collars and applicable foreign currency forward contracts with eighteen counterparties of which eight are in a net gain position.

On average, the Company had $ 2.5 million of credit exposure per counterparty in a gain position at December 31, 2024.

The maximum credit exposure per counterparty in a

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gain position at December 31, 2024 was $ 9.3 million.

As of December 31, 2024, 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 June 30, 2024, 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.

As of December 31, 2024, twelve of the eighteen 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 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).

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rating declined, then hedging collateral deposits or an increase to such deposits could be required.

At June 30, 2024, 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 4 – Fair Value Measurements), and no hedging collateral deposits were required to be posted by the Company at June 30, 2024.

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.

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, 2024, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $ 5.9 million 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, 2024.

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 5 – Income Taxes

The effective tax rates for the quarters ended June 30, 2024 and June 30, 2023 were 34.3 % and 26.2 %, respectively.

The change in the quarterly effective income tax rate was primarily driven by the impact of the impairment of exploration and production properties under the ceiling test and a methodology change for repairs and maintenance tax deductions as a result of updated IRS guidance published in 2023, which resulted in a larger income tax benefit on a loss before income taxes during the quarter ended June 30, 2024.

The effective tax rates for the nine months ended June 30, 2024 and June 30, 2023 were 22.2 % and 25.8 %, respectively.

The decrease in the year-to-date effective income tax rate was also primarily due to the impact of the impairment of exploration and production properties under the ceiling test on income before income taxes, and the methodology change for repairs and maintenance tax deductions as a result of updated IRS guidance published in 2023.

The effective tax rates for the quarters ended December 31, 2024 and December 31, 2023 were 19.9 % and 24.5 %, respectively.

The change in the quarterly effective income tax rate was primarily driven by the impact of the impairments of the exploration and production properties under the ceiling test and other operational assets, which resulted in a smaller income tax expense on income before income taxes to be recorded during the quarter ended December 31, 2024.

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(Thousands, except per share amounts)

Balance at April 1, 2024 92,032 $ 92,032 $ 1,045,929 $ 2,090,172 $ 75,340

Net Loss Available for Common Stock ( 54,158 )

Dividends Declared on Common Stock ($ 0.515 Per Share)

Other Comprehensive Loss, Net of Tax ( 70,290 )

Share-Based Payment Expense (1)

Common Stock Issued Under Stock and Benefit Plans 11 11 587

Share Repurchases Under Repurchase Plan ( 431 ) ( 431 ) ( 4,942 ) ( 18,435 )

Balance at June 30, 2024 91,612 $ 91,612 $ 1,046,479 $ 1,970,384 $ 5,050

Balance at October 1, 2024 91,006 $ 91,006 $ 1,045,487 $ 1,727,326 $ ( 15,476 )

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Dividends Declared on Common Stock ($ 0.515 Per Share)

Other Comprehensive Income, Net of Tax 60,110

Other Comprehensive Loss, Net of Tax ( 60,677 )

Share-Based Payment Expense (1)

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Share Repurchases Under Repurchase Plan ( 549 ) ( 549 ) ( 6,361 ) ( 26,993 )

Balance at June 30, 2024 91,612 $ 91,612 $ 1,046,479 $ 1,970,384 $ 5,050

Balance at April 1, 2023 91,795 $ 91,795 $ 1,031,341 $ 1,810,454 $ ( 54,864 )

Net Income Available for Common Stock 92,620

Dividends Declared on Common Stock ($ 0.495 Per Share)

Other Comprehensive Income, Net of Tax 5,480

Share-Based Payment Expense (1)

Common Stock Issued Under Stock and Benefit Plans 9 9 502

Balance at June 30, 2023 91,804 $ 91,804 $ 1,035,852 $ 1,857,630 $ ( 49,384 )

Balance at December 31, 2024 90,613 $ 90,613 $ 1,039,705 $ 1,698,648 $ ( 76,153 )

Balance at October 1, 2023 91,819 $ 91,819 $ 1,040,761 $ 1,885,856 $ ( 55,060 )

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Common Stock Issued (Repurchased) Under Stock and Benefit Plans 297 297 ( 3,670 )

326 326 ( 5,541 )

Balance at June 30, 2023 91,804 $ 91,804 $ 1,035,852 $ 1,857,630 $ ( 49,384 )

Balance at December 31, 2023 92,116 $ 92,116 $ 1,041,226 $ 1,973,279 $ 67,381

(1) Paid in Capital includes compensation costs associated with performance shares and/or restricted stock awards.

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Common Stock.

During the nine months ended June 30, 2024, the Company issued 112,667 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 27,310 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 nine months ended June 30, 2024.

In addition, the Company issued 5,964 original issue shares of common stock to officers of the

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Company who elected to defer their shares pursuant to the dividend reinvestment feature of the Company's DCP Plan during the nine months ended June 30, 2024.

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, 2024, 77,461 shares of common stock were tendered to the Company for such purposes.

Common stock share activity during the three months ended December 31, 2024 consisted of the following items:

Three Months Ended December 31, 2024

Vesting of Restricted Stock Units 119,177

Vesting of Performance Shares 89,843

Issuance of Common Stock Pursuant to the Company's Non-Employee Director Equity

Compensation Plan and Deferred Compensation Plan for Directors and Officers

Shares Tendered to Pay Withholding Taxes on Stock-Based Compensation Awards (1)

Common Stock Issued Under Stock and Benefit Plans 155,558

Share Repurchases Under Repurchase Plan ( 548,596 )

Total Net Shares Repurchased During the Three Months Ended December 31, 2024 ( 393,038 )

(1) The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

On March 8, 2024, the Company’s Board of Directors authorized the Company to implement a share repurchase program, whereby the Company may repurchase outstanding shares of common stock, up to an aggregate amount of $ 200 million in the open market or through privately negotiated transactions, including through the use of trading plans intended to qualify under SEC Rule 10b5-1, in accordance with applicable securities laws and other restrictions.

During the nine months ended June 30, 2024, the Company executed transactions to repurchase 526,652 shares at an average price of $ 54.28 per share.

During the three months ended December 31, 2024, the Company executed transactions to repurchase 548,596 shares at an average price of $ 61.27 per share.

With broker fees and excise taxes, the total cost of these repurchases amounted to $ 33.9 million.

Share repurchases that settled during the nine months ended June 30, 2024 were funded with cash provided by operating activities and/or short-term borrowings.

Share repurchases that settled during the three months ended December 31, 2024 were funded with cash provided by operating activities and/or short-term borrowings.

In the future, it is expected that this share repurchase program will continue to be funded with cash provided by operating activities and/or through the use of short-term borrowings.

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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.

As initially entered, the Credit Agreement provided a $ 1.0 billion unsecured committed revolving credit facility with a maturity date of February 26, 2027.

In February 2024, the Company and eleven of the banks in the syndicate consented to an extension of the maturity date of the Credit Agreement from February 26, 2027 to February 25, 2028.

In May 2024, three of the banks in the syndicate assumed the commitments of the sole non-extending lender such that the Company has aggregate commitments available under the Credit Agreement in the full amount of $ 1.0 billion to February 25, 2028.

The Credit Agreement provided a $ 1.0 billion unsecured committed revolving credit facility with a maturity date of February 26, 2027.

In February 2024, the Company and eleven of the banks in the syndicate consented to a one-year extension of the maturity date of the Credit Agreement, from February 26, 2027 to February 25, 2028.

In May 2024, three of the banks in the syndicate assumed the commitments of the sole non-extending lender.

In January 2025, the Company and the eleven banks in the syndicate consented to a second one-year extension of the maturity date, from February 25, 2028 to February 23, 2029, such that the Company has aggregate commitments available under the Credit Agreement in the full amount of $ 1.0 billion through February 23, 2029.

Current Portion of Long-Term Debt.

The Current Portion of Long-Term Debt at June 30, 2024 consisted of $ 50.0 million of 7.375 % notes that mature in June 2025.

None of the Company's long-term debt as of September 30, 2023 had a maturity date within the following twelve-month period.

The Current Portion of Long-Term Debt at December 31, 2024 and September 30, 2024 consisted of $ 50.0 million of 7.38 % notes that mature in June 2025 and $ 450.0 million of 5.20 % notes that mature in July 2025.

Delayed Draw Term Loan.

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In April 2024, pursuant to the delayed draw mechanism, the Company elected to draw a total of $ 300.0 million under the facility.

The Company selected an initial six month interest period for these borrowings, locking in a weighted average interest rate of 6.705 % through the beginning of October 2024.

After deducting debt issuance costs, the net proceeds to the Company amounted to $ 299.4 million.

The Company used the proceeds for general corporate purposes, which included the redemption of outstanding commercial paper.

Borrowings under the Term Loan Agreement currently bear interest at a rate equal to SOFR for the applicable interest period, plus an adjustment of 0.10 %, plus a spread of 1.375 %.

The current locked-in interest rate is 5.78 % until February 2025 .

Note 7 – Commitments and Contingencies

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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, 2024, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 2.5 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at June 30, 2024.

The Company has a regulatory liability of $ 5.2 million related to environmental clean-up costs at June 30, 2024 and is currently not aware of any material additional exposure to environmental liabilities.

At December 31, 2024, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites will be approximately $ 4.0 million.

The Company's liability for such clean-up costs has been recorded in Other Liabilities on the Consolidated Balance Sheet at December 31, 2024.

The Company has a regulatory liability of $ 3.3 million related to environmental clean-up costs at December 31, 2024 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

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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.

On June 29, 2022, the Company received an extension of time from FERC, until December 31, 2024, to construct the project, which was affirmed on March 29, 2024 by the U.S.

Court of Appeals for the D.C.

In light of the recent D.C.

Circuit decision, the Company is evaluating next steps for the project, including the status of various regulatory approvals, the $ 500 million preliminary cost estimate, and the potential in-service date.

As of June 30, 2024, the Company has spent approximately $ 55.0 million on the project, all of which is recorded on the balance sheet.

The Company is involved in other litigation and regulatory matters arising in the normal course of business.

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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 2024 Form 10-K.

A listing of segment assets at June 30, 2024 and September 30, 2023 is shown in the tables below.

Quarter Ended June 30, 2024 (Thousands)

A listing of segment assets at December 31, 2024 and September 30, 2024 is shown in the tables below.

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Quarter Ended December 31, 2024 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

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$( 46,777 ) $ 32,454 $ 27,145 $ 32,499 $ 45,321 $( 193 ) $( 142 ) $ 44,986

Nine Months Ended June 30, 2024 (Thousands)

Exploration and Production Pipeline and Storage Gathering Utility Total Reportable Segments All Other Corporate and Intersegment Eliminations Total Consolidated

Revenue from External Customers

$ 739,537 $ 204,071 $ 12,157 $ 616,977 $ 1,572,742 $ — $ — $ 1,572,742

Intersegment Revenues $ — $ 103,781 $ 174,544 $ 479 $ 278,804 $ — $( 278,804 ) $ —

Segment Profit:

Net Income (Loss) $ 2,521 $ 85,482 $ 82,510 $ 73,848 $ 244,361 $( 341 ) $ 1,114 $ 245,134

(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, 2024 $ 2,815,598 $ 2,486,740 $ 998,176 $ 2,329,894 $ 8,630,408 $ 5,067 $( 154,438 ) $ 8,481,037

At December 31, 2024 $ 2,533,521 $ 2,475,767 $ 1,039,149 $ 2,454,198 $ 8,502,635 $ 7,931 $( 209,118 ) $ 8,301,448

At September 30, 2024 $ 2,644,820 $ 2,446,243 $ 987,103 $ 2,398,709 $ 8,476,875 $ 6,227 $( 163,332 ) $ 8,319,770

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Quarter Ended June 30, 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

$ 216,581 $ 62,956 $ 4,629 $ 144,538 $ 428,704 $ — $ — $ 428,704

Intersegment Revenues $ — $ 29,439 $ 54,277 $ 79 $ 83,795 $ — $( 83,795 ) $ —

Segment Profit:

Net Income (Loss) $ 43,329 $ 23,813 $ 24,135 $ 37 $ 91,314 $( 81 ) $ 1,387 $ 92,620

Nine Months Ended June 30, 2023 (Thousands)

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

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Retirement Plan Other Post-Retirement Benefits

Three Months Ended June 30, 2024 2023 2024 2023

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 2,248 3,829

Net Periodic Benefit Cost (Income) $ ( 1,334 ) $ ( 1,155 ) $ ( 1,087 ) $ ( 811 )

Retirement Plan Other Post-Retirement Benefits

Nine Months Ended June 30, 2024 2023 2024 2023

Three Months Ended December 31, 2024 2023 2024 2023

Service Cost $ 1,023 $ 1,049 $ 130 $ 109

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(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.

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

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Employer Contributions.

The Company did not make any contributions to its tax-qualified, noncontributory defined benefit retirement plan (Retirement Plan) during the nine months ended June 30, 2024, and does not anticipate making any such contributions during the remainder of fiscal 2024.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the nine months ended June 30, 2024, and does not anticipate making any such contributions during the remainder of fiscal 2024.

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, 2024, and does not anticipate making any such contributions during the remainder of fiscal 2025.

The Company also did not make any contributions to its VEBA trusts for its other post-retirement benefits during the three months ended December 31, 2024, and does not anticipate making any such contributions during the remainder of fiscal 2025.

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.

A Notice of Impending Settlement Negotiations was filed with the NYPSC on March 26, 2024 and settlement discussions with parties are ongoing.

To facilitate settlement negotiations, the Company has indicated that it is willing to accept an extension of the suspension period for the effective date of new base delivery rates through and including January 31, 2025.

Consistent with normal regulatory practice, the Company’s acceptance is subject to a “make-whole” provision that would permit the Company to recover or refund any revenue under-collections or over-collections, respectively, resulting from the extension period.

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.

Distribution Corporation's current delivery rates in its New York jurisdiction were approved by the NYPSC in an order issued on December 19, 2024 with rates effective January 1, 2025 (“2024 Rate Order”).

The 2024 Rate Order authorizes a three-year rate plan effective October 1, 2024, with a make-whole provision allowing full recovery of revenues that would have been billed at the new rates between October 1, 2024 and December 31, 2024.

It also reflects a return on equity of 9.7 % and authorizes a revenue requirement increase of $ 57.3 million in fiscal 2025, an additional revenue requirement increase of $ 15.8 million in fiscal 2026, and an additional revenue requirement increase of $ 12.7 million in fiscal 2027.

The revenue requirement for each year of the three-year plan has been reduced by $ 14 million for actuarial projections of income that is expected to be recognized for qualified pension and other post-retirement benefits.

Qualified pension and other post-retirement benefit income or costs are matched with amounts included in revenue resulting in zero impact to earnings.

The 2024 Rate Order approves the continuation of several ratemaking mechanisms, including revenue decoupling and WNA, and establishes a number of new cost trackers and regulatory deferrals.

It also includes an earnings sharing mechanism, gas safety and customer service performance metrics (including maintaining the Company’s leak prone pipe replacement program), and provisions that will facilitate achievement of the emissions reduction goals of the CLCPA.

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.

Distribution Corporation’s current delivery rates in its Pennsylvania jurisdiction were approved by the PaPUC in an order issued on June 15, 2023 with rates effective August 1, 2023 (“2023 Rate Order”).

The 2023 Rate Order provided for, among other things, an increase in Distribution Corporation’s annual base rate operating revenues of $ 23 million and authorized a new weather normalization adjustment mechanism.

On April 10, 2024, Distribution Corporation filed with the PaPUC a petition for approval of a distribution system improvement charge (“DSIC”) to recover, between base rate cases, capital expenses related to eligible property constructed or installed to rehabilitate, improve and replace portions of the Company’s natural gas distribution system.

If approved as filed, beginning October 1, 2024, the Company will be able to recover costs associated with plant placed in service on and after August 1, 2024 if it exceeds approximately $ 781.3 million of plant as of July 31, 2024 and its quarterly rate of return does not exceed the authorized PaPUC rate of return.

As of June 30, 2024, plant placed in service for Distribution Corporation’s Pennsylvania division is $ 763.7 million.

The DSIC petition is currently pending before the PaPUC.

Table of Content

The DSIC petition was approved by the PaPUC on December 5, 2024, and on January 1, 2025, the Company initiated recovery of eligible costs on incremental rate base added after September 30, 2024.

FERC Jurisdiction

Supply Corporation filed an NGA Section 4 rate case on July 31, 2023 proposing rate increases to be effective February 1, 2024.

On March 8, 2024, Supply Corporation and the parties in the case reached a settlement in principle (the Settlement) to resolve the rate case.

Supply Corporation’s March 11, 2024 motion to put in place Settlement Rates effective February 1, 2024, was approved by FERC’s Chief Administrative Law Judge on March 12, 2024.

The Settlement was filed with FERC on March 27, 2024.

A letter order approving the Settlement as filed was issued on June 11, 2024.

The “black box” settlement provides for new rates and resolves all issues in the proceeding.

The Settlement Rates are estimated to increase Supply Corporation’s revenues on a yearly basis by approximately $ 56 million, assuming current contract levels.

The Settlement generally provides for the continuation of current depreciation rates with minimal changes.

Under the Settlement, Supply Corporation may make a rate filing for new rates to be effective at any time.

Supply Corporation’s rate settlement, approved June 11, 2024, provides that Supply Corporation may make a rate filing for new rates to be effective at any time.

As well, any party can make a filing under NGA Section 5.

Supply Corporation has no rate case currently on file.

Empire's 2019 rate settlement requires a Section 4 rate case filing no later than May 1, 2025.

Empire is not barred from filing a Section 4 rate case before the May 1, 2025 date.

Empire has no rate case currently on file.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements