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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): April 12, 2011
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
of incorporation)
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(Commission File Number)
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(IRS Employer
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) |
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):
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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)) |
TABLE OF CONTENTS
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Item 7.01 |
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Regulation FD Disclosure. |
National Fuel Gas Company (the Company) will participate in the Independent Petroleum Association
of Americas Oil & Gas Investment Symposium on April 12, 2011 in New York City. The Company also
plans to hold meetings with certain industry analysts, money managers and other members of the
financial community. A copy of materials to be presented by the Company during the symposium and
provided to participants in the Companys meetings is furnished as part of this Current Report as
Exhibit 99.
Neither the furnishing of the presentation as an exhibit to this Current Report nor the inclusion
in such presentation 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 presentation 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 presentation furnished as part of this Current
Report, including statements regarding future prospects, plans, performance and capital structure,
anticipated capital expenditures and completion of construction projects, as well as statements
that are identified by the use of the words anticipates, estimates, expects, forecasts,
intends, plans, predicts, projects, believes, seeks, will, 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
occurrences affecting the Companys ability to obtain financing on acceptable terms for working
capital, capital expenditures and other investments, 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; the
creditworthiness or performance of the Companys 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;
factors affecting the Companys ability to successfully identify, drill for and produce
economically viable natural gas and oil reserves, including among others geology, lease
availability, weather conditions, shortages, delays or unavailability of equipment and services
required in drilling operations, insufficient gathering, processing and transportation capacity,
the need to obtain governmental approvals and permits, and compliance with environmental laws and
regulations; changes in laws and regulations to which the Company is subject, including those
involving derivatives, taxes, safety, employment, climate change, other environmental matters, and
exploration and production activities such as hydraulic fracturing; uncertainty of oil and gas
reserve estimates; significant differences between the Companys projected and actual production
levels for natural gas or oil; significant changes in market dynamics or competitive factors
affecting the Companys ability to retain existing customers or obtain new customers; 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; impairments under the SECs full cost ceiling test for natural gas and oil reserves;
changes in the availability and/or cost of derivative financial instruments; changes in the price
differential between similar quantities of natural gas at different geographic locations, and the
effect of such changes on the demand for pipeline transportation capacity to or from such
locations; other changes in price differentials between similar quantities of oil or natural gas
having different quality, heating value geographic location or delivery date; changes in the
projected profitability of pending or potential projects, investments or transactions; significant
differences between the Companys projected and actual capital expenditures and operating expenses;
delays or changes in costs or plans with respect to Company projects or related projects of other
companies, including difficulties or delays in obtaining necessary governmental approvals, permits
or orders or in obtaining the cooperation of interconnecting facility operators;
governmental/regulatory actions, initiatives and proceedings, including those involving
derivatives, 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; ability to successfully identify and
finance acquisitions or other investments and ability to operate and integrate existing and any
subsequently acquired business or properties; changes in actuarial assumptions, the interest rate
environment and the return on plan/trust assets related to the Companys pension and other
post-retirement benefits, which can affect future funding obligations and costs and plan
liabilities; 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 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 or to reflect the occurrence of unanticipated events.
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Item 9.01 |
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Financial Statements and Exhibits. |
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Exhibit 99 |
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Presentation materials furnished for the Independent Petroleum
Association of Americas Oil & Gas Investment Symposium |
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: April 12, 2011
EXHIBIT INDEX
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Exhibit Number |
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Description |
99
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Presentation materials furnished for the Independent
Petroleum Association of Americas Oil & Gas Investment
Symposium |