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): February 5, 2009
NATIONAL FUEL GAS COMPANY
(Exact name of registrant as specified in its charter)
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| New Jersey
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1-3880
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13-1086010 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 6363 Main Street, Williamsville, New York
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14221 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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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 February 5, 2009, National Fuel Gas Company (the “Company”) issued a press release regarding its
earnings for the quarter ended December 31, 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 Company’s 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 Company’s 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
Company’s operating results in a manner that is focused on the performance of the Company’s ongoing
operations. The Company’s 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 Company’s projections will in fact be achieved nor do these
projections reflect any acquisitions or divestitures that may occur in the future. While the
Company’s 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
Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures
and other investments; occurrences affecting the Company’s 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 Company’s 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 Company’s products and services; the creditworthiness or
performance of the Company’s key suppliers, customers and counterparties; economic disruptions or
uninsured losses resulting from terrorist activities, acts of war, major accidents, fires,
hurricanes, other severe weather, pest infestation or other natural disasters;
changes in actuarial assumptions, the interest rate environment and the return on plan/trust assets
related to the Company’s pension and other post-retirement benefits, which can affect future
funding obligations and costs and plan liabilities; changes in demographic patterns and weather
conditions; 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
Company’s natural gas and oil reserves; impairments under the SEC’s full cost ceiling test for
natural gas and oil reserves; uncertainty of oil and 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 Company’s 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; significant changes in tax rates or policies or in rates of inflation or interest;
significant changes in the Company’s 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 other 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.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 99
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Press release furnished regarding earnings for the quarter
ended December 31, 2008 |