NATIONAL FUEL GAS CO

Previous wording

The Company is a diversified energy company engaged principally in the production, gathering, transportation, storage and distribution of natural gas. The Company operates an integrated business, with assets centered in western New York and Pennsylvania, being utilized for, and benefiting from, the production and transportation of natural gas from the Appalachian Basin. The common geographic footprint of the Company’s subsidiaries enables them to share management, labor, facilities and support services across various businesses and pursue coordinated projects designed to produce and transport natural gas from the Appalachian Basin to markets in the eastern United States and Canada. The Company's efforts in this regard are not limited to affiliated projects. The Company has also been designing and building pipeline projects for the transportation of natural gas for non-affiliated natural gas customers in the Appalachian Basin. In addition to expansion projects, the Company continues to focus on the ongoing modernization of its regulated Pipeline and Storage and Utility assets. The Company reports financial results for three business segments. For a discussion of the Company's earnings, refer to the Results of Operations section below.

Current wording

Basin. The common geographic footprint of the Company’s subsidiaries enables them to share management, labor, facilities and support services across various businesses and pursue coordinated projects designed to produce and transport natural gas from the Appalachian Basin to markets in the eastern United States and Canada. The Company's efforts in this regard are not limited to affiliated projects. The Company has also been designing and building pipeline projects for the transportation of natural gas for non-affiliated natural gas customers in the Appalachian Basin. In addition to expansion projects, the Company continues to focus on the ongoing modernization of its regulated Pipeline and Storage and Utility assets. The Company reports financial results for three business segments. For a discussion of the Company's earnings, refer to the Results of Operations section below.

Previous wording

Supply Corporation has also announced that it expects to serve as the transporter of natural gas supplies to the Shippingport Power Station, a natural gas power generation facility under development in Beaver County, Pennsylvania, which will support a co-located data center that is currently under development. The project obtained FERC authorization under the Commission’s prior notice regulations on November 7, 2025 and construction commenced in March 2026.

Current wording

Supply Corporation has also announced that it expects to serve as the transporter of 205,000 Dth per day of natural gas supplies to the Shippingport Power Station site in Beaver County, Pennsylvania, which will support a co-located data center that is currently under development. The project obtained FERC authorization under the Commission’s prior notice regulations on November 7, 2025 and construction commenced in March 2026.

Previous wording

Supply Corporation has also developed its Line N System Upgrade Project, which will consist of modernization of primarily 1960’s era pipeline in Beaver County, Pennsylvania, as well as minor compressor station and facility upgrades. In April 2026, Supply Corporation executed a long-term precedent agreement with a shipper for 100% of the incremental capacity created by the project. The project has a projected in-service date of late calendar 2028. The Tioga Pathway Project, Shippingport Lateral Project and Line N System Upgrade Project are all discussed in more detail in the Capital Resources and Liquidity section that follows.

Current wording

Supply Corporation has also developed its Line N System Upgrade Project, which will consist of modernization of primarily 1960’s era pipeline in Beaver County, Pennsylvania, as well as minor compressor station and facility upgrades, to create approximately 294,000 Dth per day of additional natural gas transportation capacity (1) from a new interconnection on the southern portion of Supply Corporation's Line N system in Greene County, Pennsylvania to an existing Supply Corporation interconnection with Tennessee Gas Pipeline Company, LLC at Mercer and (2) from an existing Supply Corporation interconnection with Texas Eastern Transmission, LP at Holbrook to a new interconnection at the Shippingport Industrial Park in Shippingport, Pennsylvania. Supply Corporation executed long-term precedent agreements with two shippers for 100% of the incremental capacity created by the project. The project has a projected in-service date of late calendar 2028. The Tioga Pathway Project, Shippingport Lateral Project and Line N System Upgrade Project are all discussed in more detail in the Capital Resources and Liquidity section that follows.

Previous wording

From a rate perspective, Distribution Corporation, in its New York jurisdiction, reached a settlement with the parties to its rate case proceeding. On December 19, 2024, the NYPSC issued an order approving the settlement. The settlement, effective January 1, 2025, established a three-year rate plan that reflects a return on equity of 9.7% and authorized 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 settlement also included standard make-whole language allowing full recovery of revenues that would have been billed at the new rates between October 1, 2024 and December 31, 2024.

Current wording

From a rate perspective, Distribution Corporation, in its New York jurisdiction, reached a settlement with the parties to its rate case proceeding. On December 19, 2024, the NYPSC issued an order approving the settlement. The settlement, effective January 1, 2025, established a three-year rate plan that reflects a return on equity of 9.7% and authorized 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 settlement also included standard make-whole language allowing full recovery of revenues that would have been billed at the new rates between October 1, 2024 and December 31, 2024. In addition, on May 5, 2026, Distribution Corporation filed a petition with the NYPSC for authorization to implement a system modernization tracker reconciliation mechanism through which qualified leak prone pipe removal costs incurred by the Company would be tracked and recovered. The petition remains pending with the Commission.

Previous wording

In Distribution Corporation's Pennsylvania jurisdiction, Distribution Corporation made a filing with the PaPUC on January 28, 2026 seeking an increase in its annual base rate operating revenues of $19.7 million with a proposed effective date of March 29, 2026. The Company is proposing, among other things, a new residential energy efficiency pilot program and to make permanent its weather normalization adjustment mechanism. The Company is also proposing reactivation of the OPEB surcredit to refund $7.2 million for customer bill relief. As reflected in a February 19, 2026 PaPUC Order, the filing was suspended until October 29, 2026 by operation of law unless directed otherwise by the PaPUC.

Current wording

In Distribution Corporation's Pennsylvania jurisdiction, Distribution Corporation made a filing with the PaPUC on January 28, 2026 seeking an increase in its annual base rate operating revenues of $19.7 million with a proposed effective date of March 29, 2026. The Company is proposing, among other things, a new residential energy efficiency pilot program and to make permanent its weather normalization adjustment mechanism. The Company is also proposing reactivation of the OPEB surcredit to refund $7.2 million for customer bill relief. As reflected in a February 19, 2026 PaPUC Order, the filing was suspended until October 29, 2026 by operation of law unless directed otherwise by the PaPUC. Final briefs were submitted in the case on July 1, 2026. A decision is generally anticipated from the administrative law judge in August 2026.

Previous wording

Supply Corporation filed an NGA Section 4 rate case at FERC on April 30, 2026 proposing rate increases to be effective November 1, 2026. Supply Corporation's filing requests an annual cost of service of approximately $404 million, an increase of approximately $95 million from Supply Corporation's settlement of its 2023 rate proceeding. In addition, on March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement. This settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $0.5 million. For further discussion of these and other rate matters, refer to the Rate Matters section below.

Current wording

Supply Corporation filed an NGA Section 4 rate case at FERC on April 30, 2026 proposing rate increases to be effective November 1, 2026. Supply Corporation's filing requests an annual cost of service of approximately $404 million, an increase of approximately $95 million from Supply Corporation's settlement of its 2023 rate proceeding. By regulation, the proposed rates will become effective November 1, 2026 subject to refund, unless the parties in the case reach a settlement. In addition, on March 17, 2025, FERC approved an amendment to Empire's 2019 rate case settlement. This settlement amendment is estimated to decrease Empire's revenues on a yearly basis by approximately $0.5 million. For further discussion of these and other rate matters, refer to the Rate Matters section below.

Previous wording

On October 20, 2025, the Company entered into the Purchase Agreement with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of CenterPoint Ohio for an aggregate purchase price of $2.62 billion, subject to customary adjustments, as provided in the Purchase Agreement. This acquisition will add significant regulated scale for the Company, doubling the size of the Company’s gas utility rate base, while expanding its operations beyond New York and Pennsylvania into the neighboring state of Ohio, a state with a constructive regulatory and political environment that is supportive of natural gas. Closing is expected to occur in the fourth quarter of calendar 2026, pending completion of a review with the PUCO and other customary closing conditions. The purchase price will include a combination of $1.42 billion in cash and a $1.2 billion promissory note to be issued by the Company to the Seller at closing. The promissory note, which was part of the Seller’s desired transaction structure and was incorporated into the Company’s business valuation, will have a maturity date of 364 days post-closing and will carry an interest rate of 6.5%. Permanent financing, inclusive of the amount to repay the promissory note, is expected to consist of long-term debt and common equity, along with expected future free cash flow. In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the

Current wording

On October 20, 2025, the Company entered into the Purchase Agreement with CenterPoint Energy Resources Corp. (the “Seller”), pursuant to which, among other things, the Company agreed to acquire from the Seller all of the issued and outstanding equity interests of CenterPoint Ohio for an aggregate purchase price of $2.62 billion, subject to customary adjustments, as provided in the Purchase Agreement. This acquisition will add significant regulated scale for the Company, doubling the size of the Company’s gas utility rate base, while expanding its operations beyond New York and Pennsylvania into the neighboring state of Ohio, a state with a constructive regulatory and political environment that is supportive of natural gas. Closing is expected to occur on October 1, 2026. The purchase price will include a combination of $1.42 billion in cash and a $1.2 billion promissory note to be issued by the Company to the Seller at closing. The promissory note, which was part of the Seller’s desired transaction structure and was incorporated into the Company’s business valuation, will have a maturity date of 364 days post-closing and will carry an interest rate of 6.5%. Permanent financing, inclusive of the amount to repay the promissory note, is expected to consist of long-term debt and common equity, along with expected future free cash flow. In that regard, on December 17, 2025, the Company completed the issuance and sale, in a private placement, of 4,402,513 shares of the Company's common stock, par value $1.00 per share, at a price of $79.50 per share. After deducting placement fees, the net proceeds to the Company amounted to $338.4 million. Furthermore, as discussed in Note 7 – Capitalization, the Company issued $1.5 billion of long-term debt on June 10, 2026. After deducting underwriting discounts, commissions and other debt issuance costs, the net proceeds to the Company amounted to $1,481.2 million. After redeeming certain notes scheduled to mature on October 1, 2026 with a portion of the net proceeds, the Company invested the remaining net proceeds from the debt issuance in temporary cash investments and expects to use that cash to fund a substantial portion of the purchase price at closing.

Previous wording

In connection with the Purchase Agreement, the Company is a party to commitment letters for a 364-day senior unsecured term loan facility related to the consideration to be paid at closing, and a senior unsecured bridge loan facility related to repayment of the promissory note. The commitment letters are supported by the Commitment Parties and additional banks, all of which are lenders under the Company’s primary credit facility. Together, the commitment letters fully support any portion of the aggregate purchase price that has not been permanently financed.

Current wording

In connection with the Purchase Agreement, the Company entered into commitment letters for a 364-day senior unsecured term loan facility related to the consideration to be paid at closing, and a senior unsecured bridge loan facility related to repayment of the promissory note. The commitment letters are supported by the Commitment Parties and additional banks, all of which are lenders under the Company’s primary credit facility. The combination of both facilities was designed to fully support any portion of the purchase price that had not been permanently financed. Given the permanent financing in place, as mentioned in the previous paragraph, the Company terminated the 364-day term loan facility commitment letter effective June 10, 2026. The remaining commitment under the senior unsecured bridge loan facility commitment letter is currently $1.10 billion.

Previous wording

The Company expects to use cash from operations, equity proceeds, and short-term and/or long-term borrowings, as needed, to meet its financing needs for the remainder of fiscal 2026, including any potential funding for the CenterPoint Ohio acquisition and the repayment of its $300.0 million of 5.50% notes with a maturity date in October 2026. The Company continues to evaluate these financing needs and options to meet them. Given the current economic conditions, which include continued inflationary pressures, volatile interest rates and the ongoing impacts of federal policy changes, the cost and/or availability of capital may be impacted, but the Company continues to expect to meet its financing needs.

Current wording

The Company expects to use cash from operations and short-term borrowings, as needed, to meet its financing needs for the remainder of fiscal 2026. The Company continues to evaluate these financing needs and options to meet them. Given the current economic conditions, which include continued inflationary pressures, volatile interest rates and the ongoing impacts of federal policy changes, the cost and/or availability of capital may be impacted, but the Company continues to expect to meet its financing needs.

Previous wording

Exploration and Development Costs. The Company, in its Integrated Upstream and Gathering segment, follows the full cost method of accounting for determining the book value of its exploration and production properties. In accordance with the full cost methodology, the Company is required to perform a quarterly ceiling test. Under the ceiling test, the present value of future revenues from the Company's exploration and production reserves based on an unweighted arithmetic average of first day of the month commodity prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s exploration and production properties at the balance sheet date. The present value of future revenues is calculated using a 10% discount factor. If the book value of the exploration and production properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of such properties to the calculated ceiling. At March 31, 2026, the ceiling exceeded the book value of the exploration and production properties by approximately $1.6 billion (after-tax). The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended March 31, 2026, based on the quoted Henry Hub spot price for natural gas, was $3.72 per MMBtu. (Note: Because actual pricing of the Company’s producing properties vary depending on their location and hedging, the prices used to calculate the ceiling may differ from the Henry Hub price, which is only indicative of 12-month average prices for the twelve months ended March 31, 2026. Actual realized pricing includes adjustments for regional market differentials, transportation fees and contractual arrangements.) In regard to the sensitivity of the ceiling test calculation to commodity price changes, if natural gas prices were $0.25 per MMBtu lower than the average prices in the twelve-month period used at March 31, 2026 in the ceiling test calculation, the ceiling would have exceeded the book value of the Company's exploration and production properties by approximately $1.2 billion (after-tax), which would not have resulted in an impairment charge. This calculated amount is based solely on price changes and does not take into account any other changes to the ceiling test calculation, including, among others, changes in reserve quantities and future cost estimates.

Current wording

Exploration and Development Costs. The Company, in its Integrated Upstream and Gathering segment, follows the full cost method of accounting for determining the book value of its exploration and production properties. In accordance with the full cost methodology, the Company is required to perform a quarterly ceiling test. Under the ceiling test, the present value of future revenues from the Company's exploration and production reserves based on an unweighted arithmetic average of first day of the month commodity prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s exploration and production properties at the balance sheet date. The present value of future revenues is calculated using a 10% discount factor. If the book value of the exploration and production properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of such properties to the calculated ceiling. At June 30, 2026, the ceiling exceeded the book value of the exploration and production properties by approximately $1.4 billion (after-tax). The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended June 30, 2026, based on the quoted Henry Hub spot price for natural gas, was $3.64 per MMBtu. (Note: Because actual pricing of the Company’s producing properties vary depending on their location and hedging, the prices used to calculate the ceiling may differ from the Henry Hub price, which is only indicative of 12-month average prices for the twelve months ended June 30, 2026. Actual realized pricing includes adjustments for regional market differentials, transportation fees and contractual arrangements.) In regard to the sensitivity of the ceiling test calculation to commodity price changes, if natural gas prices were $0.25 per MMBtu lower than the average prices in the twelve-month period used at June 30, 2026 in the ceiling test calculation, the ceiling would have exceeded the book value of the Company's exploration and production properties by approximately $1.0 billion (after-tax), which would not have resulted in an impairment charge. This calculated amount is based solely on price changes and does not take into account any other changes to the ceiling test calculation, including, among others, changes in reserve quantities and future cost estimates.

Previous wording

The Company's earnings were $247.7 million for the quarter ended March 31, 2026 compared to earnings of $216.4 million for the quarter ended March 31, 2025. The increase in earnings of $31.3 million is primarily the result of higher earnings in the Integrated Upstream and Gathering segment.

Current wording

The Company's earnings were $138.6 million for the quarter ended June 30, 2026 compared to earnings of $149.8 million for the quarter ended June 30, 2025. The decrease in earnings of $11.2 million is primarily the result of a loss in the Corporate category and lower earnings in the Integrated Upstream and Gathering segment.

Previous wording

The Company's earnings were $429.3 million for the six months ended March 31, 2026 compared to earnings of $261.3 million for the six months ended March 31, 2025. The increase in earnings of $168.0 million is primarily the result of higher earnings in the Integrated Upstream and Gathering segment.

Current wording

The Company's earnings were $567.9 million for the nine months ended June 30, 2026 compared to earnings of $411.2 million for the nine months ended June 30, 2025. The increase in earnings of $156.7 million is primarily the result of higher earnings in the Integrated Upstream and Gathering segment.

Previous wording

The Company's earnings for the six months ended March 31, 2025 included non-cash impairment charges of $141.8 million ($103.6 million after-tax) in the Integrated Upstream and Gathering segment, consisting mostly of ceiling test impairment charges of $108.3 million ($79.1 million after-tax), as discussed above. The remaining charges are related to the impairment of certain water disposal assets. Note that all amounts used in earnings discussions are after-tax amounts, unless otherwise noted.

Current wording

The Company's earnings for the nine months ended June 30, 2025 included non-cash impairment charges of $141.8 million ($103.6 million after-tax) in the Integrated Upstream and Gathering segment, consisting mostly of ceiling test impairment charges of $108.3 million ($79.1 million after-tax), as discussed above. The remaining charges are related to the impairment of certain water disposal assets. Note that all amounts used in earnings discussions are after-tax amounts, unless otherwise noted.

Previous wording

Operating revenues for the Integrated Upstream and Gathering segment increased $43.6 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. Gas production revenue after hedging increased $41.0 million due to the impact of a $0.51 per Mcf increase in the weighted average price of natural gas after hedging, partially offset by a 3.5 Bcf decrease in natural gas production. The decrease in natural gas production was largely due to weather-driven completion delays and natural gas production declines on producing wells. In addition, other revenue increased $3.3 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Slightly offsetting these increases, gathering revenue decreased $0.6 million as a result of natural production declines by producers connected to the Tioga and Trout Run gathering systems.

Current wording

Operating revenues for the Integrated Upstream and Gathering segment decreased $3.9 million for the quarter ended June 30, 2026 as compared with the quarter ended June 30, 2025. Gas production revenue after hedging decreased $9.4 million due to the impact of a 7.3 Bcf decrease in natural gas production, offset by a $0.10 per Mcf increase in the weighted average price of natural gas after hedging. The decrease in natural gas production was largely due to natural declines on producing wells, partially offset by production from recently turned-in-line wells. Other revenue increased $4.3 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Gathering revenue also increased $1.2 million, primarily due to insurance proceeds received during the period.

Previous wording

Operating revenues for the Integrated Upstream and Gathering segment increased $114.5 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. Gas production revenue after hedging increased $109.6 million due to the impact of a $0.42 per Mcf increase in the weighted average price of natural gas after hedging, coupled with an 8.0 Bcf increase in natural gas production. The increase in natural gas production was largely due to the timing of new wells brought online partially offset by natural gas production declines on producing wells. In addition, other revenue increased $6.2 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses. Slightly offsetting these increases, gathering revenue decreased $1.3 million as a result of natural production declines by producers connected to the Tioga and Trout Run gathering systems.

Current wording

Operating revenues for the Integrated Upstream and Gathering segment increased $110.7 million for the nine months ended June 30, 2026 as compared with the nine months ended June 30, 2025. Gas production revenue after hedging increased $100.3 million due to the impact of a $0.32 per Mcf increase in the weighted average price of natural gas after hedging, coupled with a 0.7 Bcf increase in natural gas production. The increase in natural gas production was largely due to the timing of new wells brought online, partially offset by production declines on producing wells. In addition, other revenue increased $10.5 million primarily due to changes in segment reporting. The change in segment reporting is fully offset in other operating expenses.

Previous wording

The Integrated Upstream and Gathering segment's earnings for the quarter ended March 31, 2026 were $152.0 million, an increase of $27.8 million when compared with earnings of $124.2 million for the quarter ended March 31, 2025. The $27.8 million increase can be attributed to the following factors:

Current wording

The Integrated Upstream and Gathering segment's earnings for the quarter ended June 30, 2026 were $111.9 million, a decrease of $4.8 million when compared with earnings of $116.7 million for the quarter ended June 30, 2025. The $4.8 million decrease can be attributed to the following factors:

Previous wording

(1)The decrease in interest expense is mainly attributed to lower short-term and long-term intercompany borrowings.

Current wording

(1)The decrease in interest expense was mainly attributed to lower short-term and long-term intercompany borrowings.

Previous wording

(5)The increase in other operating expenses is mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance expense and higher abandonment accretion expense. These were partially offset by higher abandonment costs recognized during the quarter ended March 31, 2025.

Current wording

(4)The increase in other operating expenses was mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance expenses. These were partially offset by lower personnel costs.

Previous wording

The Integrated Upstream and Gathering segment's earnings for the six months ended March 31, 2026 were $276.1 million, an increase of $171.6 million when compared with earnings of $104.5 million for the six months ended March 31, 2025. The $171.6 million increase can be attributed to the following factors:

Current wording

The Integrated Upstream and Gathering segment's earnings for the nine months ended June 30, 2026 were $388.0 million, an increase of $166.8 million when compared with earnings of $221.2 million for the nine months ended June 30, 2025. The $166.8 million increase can be attributed to the following factors:

Previous wording

(2)The decrease in interest expense is mainly attributed to lower short-term and long-term intercompany borrowings.

Current wording

(2)The decrease in interest expense was mainly attributed to lower short-term and long-term intercompany borrowings.

Previous wording

(4)The increase was due to a $1.0 million earnings reduction associated with the remeasurement of state deferred income taxes for the six months ended March 31, 2025.

Current wording

(4)The increase was due to a $1.0 million earnings reduction associated with the remeasurement of state deferred income taxes for the nine months ended June 30, 2025.

Previous wording

(6)The increase in lease operating expenses was primarily the result of additional third-party gathering and transportation costs combined with higher road maintenance costs.

Current wording

(6)The increase in lease operating expense was primarily the result of additional third-party gathering and transportation costs combined with higher road maintenance and repair costs.

Previous wording

(7)The increase in other operating expenses is mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance and higher abandonment accretion expense. These were partially offset by higher abandonment costs recognized during the six months ended March 31, 2025.

Current wording

(7)The increase in other operating expenses was mainly attributed to a change in segment reporting combined with higher gathering operation and maintenance and higher abandonment accretion expense. These were partially offset by lower abandonment costs recognized during the nine months ended June 30, 2026 and lower personnel costs.

Previous wording

Operating revenues for the Pipeline and Storage segment increased $1.9 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. The increase in operating revenue was primarily driven by higher other revenues of $0.9 million, along with an increase in transportation revenues of $0.6 million and an increase in storage revenues of $0.4 million. The increase in other revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance. The increase in transportation revenues was primarily attributable to new long-term contracts and rate increases on existing contracts, partially offset by revisions to existing contracts. The increase in storage revenues was primarily attributable to rate increases and deliverability enhancements on existing contracts.

Current wording

Operating revenues for the Pipeline and Storage segment increased $1.0 million for the quarter ended June 30, 2026 as compared with the quarter ended June 30, 2025. The increase in operating revenue was primarily driven by an increase in storage revenues of $0.7 million and an increase in transportation revenues of $0.6 million, partially offset by lower other revenues of $0.3 million. The increase in storage revenues was primarily attributable to remarketed capacity that became available through customer contract negotiations and rate increases on existing contracts, partially offset by revisions to existing contracts. The increase in transportation revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance expense and rate increases on existing contracts, partially offset by revisions to existing contracts.

Previous wording

Operating revenues for the Pipeline and Storage segment increased $2.2 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. The increase in operating revenue was primarily driven by higher other revenues of $1.3 million, along with an increase in storage revenues of $0.5 million and an increase in transportation revenues of $0.4 million. The increase in other revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance expense. The increase in storage revenues was primarily attributable to rate increases and deliverability enhancements on existing contracts coupled with increased commodity revenue driven by colder weather. The increase in transportation revenues was primarily attributable to new long-term contracts and rate increases on existing contracts, partially offset by revisions to existing contracts.

Current wording

Operating revenues for the Pipeline and Storage segment increased $3.1 million for the nine months ended June 30, 2026 as compared with the nine months ended June 30, 2025. The increase in operating revenue was primarily driven by an increase in storage revenues of $1.2 million and an increase in transportation revenues of $1.0 million, along with higher other revenues of $0.9 million. The increase in storage revenues was primarily attributable to remarketed capacity from customer contract negotiations, higher rates and deliverability enhancements on existing contracts, and increased commodity revenue driven by colder weather, partially offset by contract revisions. The increase in transportation revenues was primarily attributable to new long-term contracts, rate increases on existing contracts and an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance expense, partially offset by revisions to existing contracts. The increase in other revenues primarily reflects an adjustment to match electric surcharge revenues with electric power costs recorded in operation and maintenance expense mentioned above.

Previous wording

Transportation volume for the quarter and six months ended March 31, 2026 increased by 12.3 Bcf and 23.5 Bcf, respectively, from the prior year's quarter and six month periods. The increase in transportation volume for both the quarter and six months ended March 31, 2026 is primarily due to increased utilization resulting from colder weather. Volume fluctuations, other than those caused by the addition or termination of contracts, generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire.

Current wording

Transportation volume for the quarter and nine months ended June 30, 2026 increased by 1.1 Bcf and 24.6 Bcf, respectively, from the prior year's quarter and nine month periods. The increase in transportation volume for the quarter ended June 30, 2026 is primarily driven by a modest increase in shipper demand. The increase in transportation volume for the nine months ended June 30, 2026 is primarily due to increased utilization resulting from colder weather, as well as an increase in shipper demand. Volume fluctuations, other than those caused by the addition or termination of contracts, generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire.

Previous wording

The Pipeline and Storage segment’s earnings for the six months ended March 31, 2026 were $62.8 million, a decrease of $1.4 million when compared with earnings of $64.2 million for the six months ended March 31, 2025. The $1.4 million decrease can be attributed to the following factors:

Current wording

The Pipeline and Storage segment’s earnings for the nine months ended June 30, 2026 were $91.6 million, a decrease of $1.4 million when compared with earnings of $93.0 million for the nine months ended June 30, 2025. The $1.4 million decrease can be attributed to the following factors:

Previous wording

(1)The increase in depreciation expense primarily reflects additional plant in-service.

Current wording

(2)The increase in depreciation expense primarily reflects additional plant in-service.

Previous wording

(2)The decrease in other income was primarily due to a lower average amount outstanding on intercompany short-term notes receivables and a lower weighted average interest rate on those receivables.

Current wording

(4)The decrease in other income was primarily due to a lower average amount outstanding on intercompany short-term notes receivables and a lower weighted average interest rate on those receivables, partially offset by an increase in AFUDC related to the construction of the Tioga Pathway and Shippingport Lateral projects as well as changes in the AFUDC capitalization rate.

Previous wording

Operating revenues for the Utility segment increased $82.2 million for the quarter ended March 31, 2026 as compared with the quarter ended March 31, 2025. This increase resulted from a $77.3 million increase in retail gas sales revenue, a $3.1 million increase in transportation revenue and a $1.9 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction. Additional details regarding the base rate regulatory proceeding can be found in the Rate Matters section below. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting mainly from an increase in the cost of gas sold (per Mcf) as well as a 1.0 Bcf increase in throughput mainly due to colder weather. Under its purchased gas adjustment clauses in New York and Pennsylvania, Distribution Corporation's earnings are not impacted by fluctuations in gas costs. Purchased gas expense recorded on the consolidated income statement matches the revenues collected from customers. Retail gas sales revenue and transportation revenue were also impacted by an increase to revenue from a distribution system improvement charge (“DISC”) modernization tracker in Pennsylvania that became effective in January 2025. For further discussion of the DSIC tracker, refer to the Rate Matters section below. The increase in transportation revenue also reflects a 0.4 Bcf increase in throughput due primarily to colder weather. The increase in other revenue was primarily due to certain net positive revenue adjustments as a result of operational performance of safety performance measures in accordance with the rate settlement ($0.8 million), as well as increases in late payment charges billed to customers ($0.5 million) and capacity release revenues ($0.4 million).

Current wording

Operating revenues for the Utility segment increased $8.0 million for the quarter ended June 30, 2026 as compared with the quarter ended June 30, 2025. This increase resulted from a $7.5 million increase in retail gas sales revenue and a $0.8 million increase in other revenue, partially offset by a $0.3 million decrease in transportation revenue. The increase in retail gas sales revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction. Additional details regarding the base rate regulatory proceeding can be found in the Rate Matters section below. The increase in retail gas sales revenue was partially offset by lower revenues collected from customers for purchased gas costs resulting mainly from a 1.3 Bcf decrease in throughput mainly due to warmer weather, partially offset by a slight increase in the cost of gas sold (per Mcf). Under its purchased gas adjustment clauses in New York and Pennsylvania, Distribution Corporation's earnings are not impacted by fluctuations in gas costs. Purchased gas expense recorded on the consolidated income statement matches the revenues collected from customers. Retail gas sales revenue and transportation revenue were also impacted by a $1.2 million increase to revenue from a distribution system improvement charge (“DSIC”) modernization tracker in Pennsylvania that became effective in January 2025. For further discussion of the DSIC tracker, refer to the Rate Matters section below. The decrease in transportation revenue was primarily due to a 1.1 Bcf decrease in throughput due primarily to warmer weather, partially offset by increases to revenue from the DSIC tracker discussed above. The increase in other revenue was primarily due to increases in late payment charges billed to customers ($0.4 million) and gains from certain vehicle sales ($0.4 million).

Previous wording

Operating revenues for the Utility segment increased $112.9 million for the six months ended March 31, 2026 as compared with the six months ended March 31, 2025. This increase resulted from a $105.9 million increase in retail gas sales revenue, a $4.7 million increase in transportation revenue and a $2.2 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction, as discussed above. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting from an increase in the cost of gas sold (per Mcf) as well as a 5.0 Bcf increase in throughput mainly due to colder weather. Retail gas sales revenue and transportation revenue were also impacted by an increase to revenue from the DISC modernization tracker in Pennsylvania, as discussed above. The increase in transportation revenue also reflects a 3.1 Bcf increase in throughput due primarily to colder weather. The increase in other revenue was primarily due to certain net positive revenue adjustments as a result of operational performance of safety performance measures in accordance with the rate settlement ($0.8 million), as well as increases in late payment charges billed to customers ($0.8 million) and capacity release revenues ($0.6 million).

Current wording

Operating revenues for the Utility segment increased $120.8 million for the nine months ended June 30, 2026 as compared with the nine months ended June 30, 2025. This increase resulted from a $113.5 million increase in retail gas sales revenue, a $4.4 million increase in transportation revenue and a $3.0 million increase in other revenue. The increase in retail gas sales revenue and transportation revenue reflects higher base delivery rates effective October 1, 2025 from the impact of the implementation of year two of Distribution Corporation's three-year rate settlement in its New York jurisdiction, as discussed above. The increase in retail gas sales revenue also reflects higher revenues collected from customers for purchased gas costs resulting from an increase in the cost of gas sold (per Mcf) as well as a 3.7 Bcf increase in throughput mainly due to colder weather. Retail gas sales revenue and transportation revenue were also impacted by a $4.9 million increase to revenue from the DSIC modernization tracker in Pennsylvania, as discussed above. The increase in transportation revenue also reflects a 2.0 Bcf increase in throughput due primarily to colder weather. The increase in other revenue was primarily due to increases in late payment charges billed to customers ($1.3 million) and capacity release revenues ($0.7 million), as well as certain net positive revenue adjustments as a result of operational performance of safety performance measures in accordance with the rate settlement ($0.8 million).

Previous wording

The Utility segment’s earnings for the quarter ended March 31, 2026 were $65.3 million, an increase of $1.8 million when compared with earnings of $63.5 million for the quarter ended March 31, 2025. The increase can be attributed to the following factors:

Current wording

The Utility segment’s earnings for the quarter ended June 30, 2026 were $5.7 million, an increase of $0.7 million million when compared with earnings of $5.0 million for the quarter ended June 30, 2025. The increase can be attributed to the following factors:

Previous wording

(1)Amount primarily reflects an increase in earnings from a DSIC modernization tracker in Pennsylvania that became effective in January 2025 combined with certain other quarterly regulatory true-up adjustments.

Current wording

(1)Amount primarily reflects an increase in earnings from a DSIC modernization tracker in Pennsylvania that became effective in January 2025, partially offset by certain other quarterly regulatory true-up adjustments.

Previous wording

(2)The increase in operating expenses is largely attributable to higher personnel costs and higher uncollectible expenses as a result of higher operating revenue.

Current wording

(2)The increase in operating expenses is largely attributable to higher uncollectible expenses as a result of higher operating revenue, as well as higher costs for personnel, materials and outside services.

Previous wording

The impact of weather variations on earnings in the Utility segment is mitigated by a WNA. The WNA, which covers the eight-month period from October through May, has had a stabilizing effect on customer bills and earnings for the Utility segment. For the quarter ended March 31, 2026, the WNA reduced earnings by approximately $1.1 million in both the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the quarter ended March 31, 2025, the WNA preserved earnings of approximately $0.6 million in the Utility segment’s New York rate jurisdiction, as the weather was warmer than normal on a cycle-bill basis. The earnings preserved by the WNA in the Utility segment's Pennsylvania rate jurisdiction for the quarter ended March 31, 2025 were negligible.

Current wording

The impact of weather variations on earnings in the Utility segment is mitigated by a WNA. The WNA, which covers the eight-month period from October through May, has had a stabilizing effect on customer bills and earnings for the Utility segment. For the quarter ended June 30, 2026, the WNA preserved earnings of approximately $0.9 million in the Utility segment’s New York rate jurisdiction and preserved earnings of approximately $1.0 million in the Utility Segment's Pennsylvania rate jurisdiction, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions. For the quarter ended June 30, 2025, the WNA preserved earnings of approximately $1.3 million in the Utility segment’s New York rate jurisdiction and preserved earnings of approximately $0.5 million in the Utility Segment's Pennsylvania rate jurisdiction, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions.

Previous wording

The Utility segment’s earnings for the six months ended March 31, 2026 were $99.4 million, an increase of $3.4 million when compared with earnings of $96.0 million for the six months ended March 31, 2025. The increase can be attributed to the following factors:

Current wording

The Utility segment’s earnings for the nine months ended June 30, 2026 were $105.1 million, an increase of $4.1 million when compared with earnings of $101.0 million for the nine months ended June 30, 2025. The increase can be attributed to the following factors:

Previous wording

(2)The increase in operating expenses is largely attributable to higher personnel costs and higher uncollectible expenses as a result of higher operating revenue.

Current wording

(2)The increase in operating expenses is largely attributable to higher uncollectible expenses as a result of higher operating revenue, as well as higher costs for personnel, materials and outside services.

Previous wording

For the six months ended March 31, 2026, the WNA reduced earnings by approximately $1.9 million and $2.0 million, respectively, in the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the six months ended March 31, 2025, the WNA preserved earnings in the Utility segment’s New York rate jurisdiction of approximately $2.6 million and preserved earnings in the Utility segment’s Pennsylvania rate jurisdiction of approximately $1.2 million, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions.

Current wording

For the nine months ended June 30, 2026, the WNA reduced earnings by approximately $1.1 million and $1.0 million, respectively, in the Utility segment’s New York and Pennsylvania rate jurisdictions, as the weather was colder than normal on a cycle-bill basis in both jurisdictions. For the nine months ended June 30, 2025, the WNA preserved earnings in the Utility segment’s New York rate jurisdiction of approximately $3.9 million and preserved earnings in the Utility segment’s Pennsylvania rate jurisdiction of approximately $1.7 million, as the weather was warmer than normal on a cycle-bill basis in both jurisdictions.

Previous wording

All Other and Corporate operations reported a net loss of $1.3 million for the quarter ended March 31, 2026, a reduction of $1.8 million when compared with a net loss of $3.1 million for the quarter ended March 31, 2025. The reduction was primarily attributable to a net interest benefit arising from the December 2025 equity issuance ($2.6 million). While the proceeds of the equity issuance are intended for the pending acquisition of CenterPoint Ohio, in the short term those proceeds have created some interest income and, to a larger extent, have reduced borrowings and interest expense. Additional factors contributing to the reduction in net loss were an increase in income from life insurance policies ($1.1 million) and higher income from unconsolidated subsidiaries ($1.2 million). Partially offsetting these decreases to net loss were a decrease in interest income earned on temporary cash investments ($0.7 million), external costs associated with the Company's planned acquisition of CenterPoint Ohio ($1.9 million) and higher internal labor costs ($0.6 million). Refer to Part I, Item 1 at Note 2 - Pending Acquisition for further discussion of this acquisition.

Current wording

All Other and Corporate operations reported a net loss of $7.7 million for the quarter ended June 30, 2026, an increase of $7.0 million when compared with a net loss of $0.7 million for the quarter ended June 30, 2025. The increase was primarily attributable to external costs incurred to prepare for the integration of CenterPoint Ohio in connection with the Company's planned acquisition ($4.8 million). Additional contributors to the increase were higher operating expenses ($2.5 million) primarily attributable to an increase in internal labor costs, employee benefits and legal and consulting fees, interest expense associated with the June 2026 debt issuances, net of interest benefits related to the investment of proceeds from the debt issuances, that were completed to finance the planned acquisition of CenterPoint Ohio ($0.9 million) and higher income tax expense primarily due to the absence of a federal provision-to-return adjustment benefit recognized in the prior-year period ($0.7 million). This benefit will be recorded in the fourth quarter of the current fiscal year. Partially offsetting these increases to net loss was a net interest benefit arising from the December 2025 equity issuance ($2.7 million). While the proceeds of the equity issuance are intended for the planned acquisition, in the short term those proceeds have created interest income and, to a larger extent, have reduced borrowings and interest expense. Refer to Part I, Item 1 at Note 2 - Pending Acquisition for further discussion of this acquisition.

Previous wording

For the six months ended March 31, 2026, All Other and Corporate operations reported a net loss of $9.0 million, an increase of $5.6 million when compared with a net loss of $3.4 million for the six months ended March 31, 2025. The increase was primarily attributable to external costs associated with the Company's planned acquisition ($7.8 million), as mentioned above, and higher operating expenses ($2.0 million) primarily attributable to an increase in internal labor costs, employee benefits and legal and consulting fees. Partially offsetting these increases, there was a net interest benefit from the December 2025 equity issuance ($3.0 million), as mentioned above, and higher income from unconsolidated subsidiaries ($1.2 million).

Current wording

For the nine months ended June 30, 2026, All Other and Corporate operations reported a net loss of $16.7 million, an increase of $12.6 million when compared with a net loss of $4.1 million for the nine months ended June 30, 2025. The increase was primarily attributable to external integration costs associated with the Company's planned acquisition of CenterPoint Ohio ($12.6 million), as mentioned above, higher operating expenses ($4.5 million) primarily attributable to an increase in internal labor costs, employee benefits and legal and consulting fees, interest expense, net of interest benefits, associated with the June 2026 debt issuances completed to finance the planned acquisition of CenterPoint Ohio ($0.9 million), as mentioned above, and higher income tax expense primarily due to the absence of a federal provision-to-return adjustment benefit recognized in the prior-year period ($0.7 million), as mentioned above. Partially offsetting these increases to net loss was a net interest benefit from the December 2025 equity issuance ($5.8 million), as mentioned above.