Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2008
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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New Jersey
(State or other jurisdiction
of incorporation)
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1-3880
(Commission File Number)
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13-1086010
(IRS Employer
Identification No.) |
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6363 Main Street, Williamsville, New York
(Address of principal executive offices)
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14221
(Zip Code) |
Registrants telephone number, including area code: (716) 857-7000
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2008, National Fuel Gas Company (the Company) issued a press release regarding its
earnings for the quarter and fiscal year ended September 30, 2008. A copy of the press release is
furnished as part of this Current Report as Exhibit 99.
Neither the furnishing of the press release as an exhibit to this Current Report nor the inclusion
in such press release of any reference to the Companys internet address shall, under any
circumstances, be deemed to incorporate the information available at such internet address into
this Current Report. The information available at the Companys internet address is not part of
this Current Report or any other report filed or furnished by the Company with the Securities and
Exchange Commission.
In addition to financial measures calculated in accordance with generally accepted accounting
principles (GAAP), the press release furnished as part of this Current Report as Exhibit 99
contains certain non-GAAP financial measures. The Company believes that such non-GAAP financial
measures are useful to investors because they provide an alternative method for assessing the
Companys operating results in a manner that is focused on the performance of the Companys ongoing
operations. The Companys management uses these non-GAAP financial measures for the same purpose,
and for planning and forecasting purposes. The presentation of non-GAAP financial measures is not
meant to be a substitute for financial measures prepared in accordance with GAAP.
Certain statements contained herein or in the press release furnished as part of this Current
Report, including statements regarding estimated future earnings and statements that are identified
by the use of the words anticipates, estimates, expects, forecasts, intends, plans,
predicts, projects, believes, seeks, will and may and similar expressions, are
forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995.
There can be no assurance that the Companys projections will in fact be achieved nor do these
projections reflect any acquisitions or divestitures that may occur in the future. While the
Companys expectations, beliefs and projections are expressed in good faith and are believed to
have a reasonable basis, actual results may differ materially from those projected in
forward-looking statements. Furthermore, each forward-looking statement speaks only as of the date
on which it is made. In addition to other factors, the following are important factors that could
cause actual results to differ materially from those discussed in the forward-looking statements:
financial and economic conditions, including the availability of credit, and their effect on the
Companys ability to obtain financing on acceptable terms for working capital, capital expenditures
and other investments; occurrences affecting the Companys ability to obtain financing under credit
lines or other credit facilities or through the issuance of commercial paper, other short-term
notes or debt or equity securities, including any downgrades in the Companys credit ratings and
changes in interest rates and other capital market conditions; changes in economic conditions,
including global, national or regional recessions, and their effect on the demand for, and
customers ability to pay for, the Companys products and services; economic disruptions caused by
terrorist activities, acts of war or major accidents; changes in actuarial assumptions, the
interest rate environment and the return on assets for the Companys retirement plan and
post-retirement benefit plans, which can affect future funding obligations and costs and
plan liabilities; changes in demographic patterns and weather conditions, including the occurrence
of severe weather such as hurricanes; changes in the availability and/or price of natural gas or
oil and the effect of such changes on the accounting treatment of derivative financial instruments
or the valuation of the Companys natural gas and oil reserves; uncertainty of oil and natural gas
reserve estimates; ability to successfully identify, drill for and produce economically viable
natural gas and oil reserves, including shortages, delays or unavailability of equipment and
services required in drilling operations; significant changes from expectations in the Companys
actual production levels for natural gas or oil; changes in the availability and/or price of
derivative financial instruments; changes in the price differentials between various types of oil;
inability to obtain new customers or retain existing ones; significant changes in competitive
factors affecting the Company; changes in laws and regulations to which the Company is subject,
including tax, environmental, safety and employment laws and regulations; governmental/regulatory
actions, initiatives and proceedings, including those involving acquisitions, financings, rate
cases (which address, among other things, allowed rates of return, rate design and retained natural
gas), affiliate relationships, industry structure, franchise renewal, and environmental/safety
requirements; unanticipated impacts of restructuring initiatives in the natural gas and electric
industries; significant changes from expectations in actual capital expenditures and operating
expenses and unanticipated project delays or changes in project costs or plans; the nature and
projected profitability of pending and potential projects and other investments, and the ability to
obtain necessary governmental approvals and permits; ability to successfully identify and finance
acquisitions or other investments and ability to operate and integrate existing and any
subsequently acquired business or properties; impairments under the SECs full cost ceiling test
for natural gas and oil reserves; changes in the market price of timber and the impact such changes
might have on the types and quantity of timber harvested by the Company; significant changes in tax
rates or policies or in rates of inflation or interest; significant changes in the Companys
relationship with its employees or contractors and the potential adverse effects if labor disputes,
grievances or shortages were to occur; changes in accounting principles or the application of such
principles to the Company; the cost and effects of legal and administrative claims against the
Company or activist shareholder campaigns to effect changes at the Company; increasing health care
costs and the resulting effect on health insurance premiums and on the obligation to provide
post-retirement benefits; or increasing costs of insurance, changes in coverage and the ability to
obtain insurance. The Company disclaims any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof. The Company disclaims any obligation to
update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 99
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Press release issued November 6, 2008 regarding earnings for the
quarter and fiscal year ended September 30, 2008 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NATIONAL FUEL GAS COMPANY
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By: |
/s/ James R. Peterson
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James R. Peterson |
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Assistant Secretary |
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Dated: November 7, 2008
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99
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Press release issued November 6, 2008 regarding earnings
for the quarter and fiscal year ended September 30, 2008 |