National Fuel Gas Company 11-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 1-3880
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
(Full title of the Plan)
NATIONAL FUEL GAS COMPANY
(Name of issuer of the securities held pursuant to the Plan)
6363 Main Street, Williamsville, New York 14221
(Address of principal executive office)
 
 

 


 

REQUIRED INFORMATION
1.   Plan financial statements and schedules prepared in accordance with financial reporting requirements of ERISA.

See accompanying Index on next page.
 
2.   Signatures
 
3.   Exhibit
     
Exhibit Number   Description of Exhibit
23
  Consent of Independent Registered Public Accounting Firm

 


 

NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
     
    Page
    Number
  1
 
   
Financial Statements:
   
 
   
  2
 
   
  3
 
   
  4
 
   
  5 - 11
 
   
Supplemental Schedule:
   
 
   
  12

 


 

Report of Independent Registered Public Accounting Firm
To the Participants and
Plan Administrator of the
National Fuel Gas Company
Tax-Deferred Savings Plan
We have audited the accompanying statements of net assets available for benefits of the National Fuel Gas Company Tax-Deferred Savings Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the National Fuel Gas Company Tax-Deferred Savings Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Bonadio & Co., LLP
June 24, 2008
Williamsville, New York

1


 

NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2007
                         
    Employer   Participant   Total
    Directed   Directed   December 31,
    Investments   Investments   2007
     
Assets:
                       
Investments at fair value:
                       
 
                       
National Fuel Gas Company Employee Stock Ownership Plan (ESOP) Fund
  $     $ 62,740,055     $ 62,740,055  
 
                       
Vanguard 500 Index Fund
          32,303,592       32,303,592  
 
                       
Vanguard Retirement Savings Trust
          12,563,731       12,563,731  
 
                       
Vanguard Total Bond Market Index Fund
          10,299,500       10,299,500  
 
                       
Vanguard European Stock Index Fund
          6,110,463       6,110,463  
 
                       
Vanguard Prime Money Market Fund
          5,067,452       5,067,452  
 
                       
Vanguard STAR Fund
          4,472,467       4,472,467  
 
                       
Vanguard Extended Market Index Fund
          4,315,890       4,315,890  
 
                       
Vanguard Pacific Stock Index Fund
          1,885,318       1,885,318  
 
                       
Participant Loan Account
          2,749,538       2,749,538  
     
 
          142,508,006       142,508,006  
 
                       
Receivables:
                       
Employer Contributions
          102,694       102,694  
 
                       
Participant Contributions
          187,367       187,367  
 
                       
Dividends Receivable
          8,921       8,921  
     
Total Assets
          142,806,988       142,806,988  
 
                       
Liabilities:
                       
Dividends Payable to Participants
          8,921       8,921  
     
 
                       
Net Assets Available for Benefits at Fair Value
          142,798,067       142,798,067  
     
 
                       
Adjustment from Fair Value to Contract Value for Fully Benefit-Responsive Investment Contracts
          (95,061 )     (95,061 )
     
 
                       
Net Assets Available for Benefits
  $     $ 142,703,006     $ 142,703,006  
     
The accompanying notes are an integral part of these financial statements.

2


 

NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006
                         
    Employer   Participant   Total
    Directed   Directed   December 31,
    Investments   Investments   2006
     
Investments at fair value:
                       
 
                       
National Fuel Gas Company Common Stock Funds
  $ 31,427,471     $ 25,636,900     $ 57,064,371  
 
                       
Vanguard 500 Index Fund
          32,855,740       32,855,740  
 
                       
Vanguard Retirement Savings Trust
          12,635,490       12,635,490  
 
                       
Vanguard Total Bond Market Index Fund
          9,336,372       9,336,372  
 
                       
Vanguard European Stock Index Fund
          5,327,502       5,327,502  
 
                       
Vanguard Extended Market Index Fund
          3,969,810       3,969,810  
 
                       
Vanguard Prime Money Market Fund
          3,913,731       3,913,731  
 
                       
Vanguard STAR Fund
          2,890,305       2,890,305  
 
                       
Vanguard Pacific Stock Index Fund
          1,753,040       1,753,040  
 
                       
Participant Loan Account
          2,534,717       2,534,717  
     
 
                       
 
    31,427,471       100,853,607       132,281,078  
 
                       
Receivables:
                       
Employer Contributions
    117,927       4,907       122,834  
 
                       
Participant Contributions
          99,758       99,758  
     
 
                       
Net Assets Available for Benefits at Fair Value
    31,545,398       100,958,272       132,503,670  
     
 
                       
Adjustment from Fair Value to Contract Value for Fully Benefit-Responsive Investment Contracts
          121,588       121,588  
     
 
                       
Net Assets Available for Benefits
  $ 31,545,398     $ 101,079,860     $ 132,625,258  
     
The accompanying notes are an integral part of these financial statements.

3


 

NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007
(WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2006)
                                 
    Employer   Participant   Total all Investments Combined
    Directed   Directed   December 31,
    Investments   Investments   2007   2006
     
Investment Income From National Fuel Gas Company ESOP Fund
  $     $ 1,662,381     $ 1,662,381     $  
 
                               
Investment Income From National Fuel Gas Company Common Stock Funds
                      1,725,411  
 
                               
Interest and Dividend Income
          747,291       747,291       693,709  
 
                               
Investment Income from Mutual Funds
          1,874,069       1,874,069       1,494,315  
     
 
                               
Total Investment Income
          4,283,741       4,283,741       3,913,435  
 
                               
Transfer from Employer Directed Investments to Participant Directed Investments (Note 1)
    (31,545,398 )     31,545,398              
 
                               
Net Appreciation in Fair Value of Investments
          13,658,333       13,658,333       17,021,739  
 
                               
Employer Contributions
          1,341,022       1,341,022       1,353,424  
 
                               
Participant Contributions
          5,246,144       5,246,144       5,461,133  
 
                               
Participant Purchase and Loan Fees
          (4,850 )     (4,850 )     (4,860 )
 
                               
Rollovers and Other Individual Transfers Out
          (169,601 )     (169,601 )     (488,701 )
 
                               
Dividend Payments to Participants
          (14,880 )     (14,880 )      
 
Payments to Participants or Beneficiaries
          (14,262,161 )     (14,262,161 )     (15,739,704 )
     
 
                               
Increase (Decrease) In Net Assets Available for Benefits
    (31,545,398 )     41,623,146       10,077,748       11,516,466  
 
                               
Net Assets Available for Benefits:
                               
Beginning of Year
    31,545,398       101,079,860       132,625,258       121,108,792  
     
 
                               
End of Year
  $     $ 142,703,006     $ 142,703,006     $ 132,625,258  
     
The accompanying notes are an integral part of these financial statements.

4


 

NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 — DESCRIPTION OF PLAN
     General:
     The following is a brief description of the National Fuel Gas Company Tax-Deferred Savings Plan (the Plan) provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan as permitted under Section 401(k) of the Internal Revenue Code. The Plan was adopted March 21, 1989, effective as of July 1, 1989, and has been amended since that time. It is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
     During 2003, the Board of Directors of the Company approved the merger of the National Fuel Gas Company Employees’ Thrift Plan (the “Thrift Plan”) into the Plan, in part, and into another plan, in part. Specifically, the account balances contained in the Thrift Plan’s Government Bond Fund and the Pooled Investment Contract Fund were merged into the Plan. The account balances containing the employer directed investment fund of the Thrift Plan, which consisted of National Fuel Gas Company Common Stock, were merged into another plan. The merger was effective as of August 1, 2003. Funds previously invested in the Government Bond Fund were initially invested in the Vanguard Total Bond Market Index Fund, and funds previously invested in the Pooled Investment Contract Fund were initially invested in the Vanguard Retirement Savings Trust. Former Thrift Plan participants have the option to move these funds into other investment options offered by the Plan and retain the same rights and features of the former Thrift Plan. Former Thrift Plan funds are kept separate from any funds that a participant invests directly into the Plan.
     As of January 1, 2004, an additional Retirement Savings Account benefit was provided to certain participants in the Plan. Participants should refer to the Plan document for more complete information.
     Effective September 28, 2007, the Plan was amended such that the portion of the Trust invested in National Fuel Gas Company Stock Fund A and National Fuel Gas Company Stock Fund B is designated as an Employee Stock Ownership Plan (“ESOP”). The ESOP portion of the Plan is intended to be a stock bonus plan as defined in Treasury Regulations section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan under the requirements of sections 401(a) and 4975(e) of the Internal Revenue Code. Cash dividends paid with respect to shares of stock held in the ESOP as of the record date for such dividends shall be, at the election of the participant or beneficiary, either (i) paid or distributed in cash to the participant or beneficiary, or (ii) paid to the applicable National Fuel Gas Company ESOP Fund and reinvested in National Fuel Gas Company common stock. Except with respect to hardship withdrawals, if a participant or beneficiary fails to make a proper election with respect to a dividend, the participant or beneficiary shall be deemed to have elected to have the dividend paid to the applicable National Fuel Gas Company ESOP Fund and reinvested in National Fuel Gas Company common stock.
     Eligibility and Participation:
     Originally, the Plan was established for the benefit of employees of National Fuel Gas Company and its subsidiaries (the Company) who were subject to a collective bargaining agreement between the Company and the International Brotherhood of Electrical Workers (IBEW), Locals 2154 and 2199 (which consolidated with 2199-J). These employees became eligible to participate in the Plan on July 1, 1989 or, if later, after completing 1,000 hours of service and attaining age 21. Employees subject to collective bargaining agreements between the Company and the IBEW Local 2279 (now consolidated with IBEW Local 2154) and the Service Employee International Union (SEIU) F & O Conference — Local 22 (prior to their consolidation on September 1, 1999, the International Brotherhood of Firemen and Oilers, Locals 22, 23, 25 and 251) also became eligible to participate in the Plan on August 1, 1990 or, if later, after completing 1,000 hours of service and attaining age 21. Eligible Plan participants for the Retirement Savings Account benefit will have completed 12 months of employment, including at least 1,000 hours of service, attained age 21 and whose first hour of service with the Company is credited on or after November 1, 2003.

5


 

     Contributions:
     Plan participants may direct the Company to reduce their base pay by a specified full percentage of at least 2% and not more than 50%. These wage reductions are subject to certain Plan and Internal Revenue Code limitations, and the Company remits them to the Plan Trustee on the participants’ behalf. In addition, the Company makes an employer matching contribution that ranges from 1% to 3.5% of the participants’ base pay depending upon their years of service and rate of wage reduction contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants may change their investment allocation on a daily basis. Beginning January 2004, the participants eligible for the Retirement Savings Account benefit will receive a Company contribution of 2% or 3% of the participant’s compensation (in addition to any employer matching contributions under the Plan), depending on the participant’s years of service. On or about March 2008, the participants eligible for the Retirement Savings Account benefit will receive a Company contribution of 2%, 3% or 4% of the participant’s compensation (in addition to any employer matching contributions under the Plan), depending on the participant’s years of service. The Company contribution in the Retirement Savings Account is participant directed and can be directed into any of the Plan’s investment options except for the Common Stock of National Fuel Gas Company.
     “Base pay” is defined in the Plan as a participant’s basic compensation for a payroll period. An individual participant’s wage reduction contributions to the Plan are subject to ceilings imposed by the Internal Revenue Service. However, Company matching contributions are not subject to such ceilings. The ceiling is $15,500 for 2007 and 2008. If a participant is age 50 or over, the ceiling increases to $20,500 for 2007 and 2008.
     Participants’ accounts, including all wage reduction contributions, employer matching contributions, and the earnings thereon, are at all times fully vested and nonforfeitable. Participants’ accounts within the Retirement Savings Account are 100% vested following five years of service for all pre-January 1, 2007 employer contributions, and following three years of service for all employer contributions thereafter. Forfeitures will be used to reduce Company contributions. Forfeitures amounted to $29,826 and $1,354 for the years ended December 31, 2007 and 2006, respectively. Unused forfeitures amounted to $3,571 and $1,438 at December 31, 2007 and 2006, respectively.
     Employer Matching Contributions:
     Employer matching contributions are invested in a fund consisting primarily of the common stock of National Fuel Gas Company (National Fuel Gas Company ESOP Fund). This fund also maintains a small cash position in Vanguard Prime Money Market Fund and may also include receivables and/or payables for unsettled security transactions and receivables for accrued dividends. A separate account is maintained for each participant showing his/her interest in this fund.
     Effective January 1, 2007, participants may exchange all or a portion of their National Fuel Gas Company common stock (National Fuel Gas Company ESOP Fund) for an interest in another fund.
     Withdrawals, Loans and Distributions:
     Plan participants (or their beneficiaries) may receive distributions from the Plan upon death, retirement, disability or other termination, in accordance with a qualified domestic relations order, or in the event of hardship, subject to the Plan’s limitations and restrictions. Additionally, Plan participants may borrow from their accounts in accordance with certain Plan rules. In certain cases, participants may postpone receipt of Plan distributions.
     Former Thrift Plan Participants may, at any time, withdraw the entire value of those amounts transferred to the Plan.
     Participant Accounts:
     Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Company’s contribution, (b) Plan earnings, and (c) investment fees. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

6


 

     Administration:
     A Tax-Deferred Savings Plan Committee appointed by the Chief Executive Officer is the Administrator of the Plan. The assets of the Plan are held by the Trustee, Vanguard Fiduciary Trust Company (Vanguard).
     Plan Termination:
     Although it has not expressed any intent to do so, National Fuel Gas Company has the right to terminate, amend, or modify the Plan at any time subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Basis of Accounting:
     The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States.
     As described in Financial Accounting Standards Board (FASB) Staff Position (FSP) AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Plan invests in investment contracts through a common/collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the common/collective trust as well as the adjustment of the investment in the common/collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The requirement of the FSP was applied to the Statement of Net Assets Available for Benefits as of December 31, 2006. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented.
     Investment Valuation and Income Recognition:
     The National Fuel Gas Company ESOP Fund is reported on a current value basis using the quoted market value of National Fuel Gas Company common stock and the value of the cash positions and receivables at the close of the Plan year. Shareholders of National Fuel Gas Company stock have the right to give voting instructions to the Trustee with respect to the number of shares of common stock of National Fuel Gas Company that are held on their behalf. Mutual funds are reported on a current value basis, using quoted market values of the investments at the close of the Plan year. The Plan’s interest in investment contracts through a common/collective trust is valued based on information reported by the investment advisor using the audited financial statements of the common/collective trust at year end. Participant loans are valued at their outstanding balances, which approximate fair value. National Fuel Gas Company stock distributed to participants is reflected at market value at the date of distribution. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in investment income.
     Risks and Uncertainties:
     The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

7


 

     Use of Estimates:
     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
     Administrative Expenses:
     Expenses related to administration of the Plan and Trust are borne by the Company. The Company paid Vanguard $29,525 and $29,847 for services in connection with the Plan and Trust for the years ended December 31, 2007 and December 31, 2006, respectively. Brokerage commissions and similar costs of acquiring or selling securities (if any) that are incurred by the investment funds are borne by the participant. Loan origination fees and annual maintenance fees for each loan are also borne by the participant.
     Payments of Benefits:
     Benefit payments to participants are recorded upon distribution.
     Recent Accounting Pronouncements:
     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. The pronouncement serves to clarify the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect that fair-value measurements have on earnings. SFAS 157 is to be applied whenever another standard requires or allows assets or liabilities to be measured at fair value. In accordance with FASB Staff Position FAS No. 157-2, SFAS 157 is effective for financial assets and financial liabilities of the Plan that are recognized or disclosed at fair value on a recurring basis for the year ended December 31, 2008. The adoption of SFAS 157 is not expected to have a material effect on the Plan’s financial statements.
NOTE 3 — INCOME TAXES
     The Internal Revenue Service has determined in a letter dated September 9, 2002 that the Plan qualifies under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended. Accordingly, no provision for income taxes has been recorded. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
NOTE 4 — PARTIES-IN-INTEREST
     The Plan invests in shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company (VFTC). VFTC acts as trustee for only those investments as defined by the Plan. The Plan also invests in common stock of National Fuel Gas Company. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. Investment income from parties-in-interest amounted to $4,283,741 and $3,913,435 for the years ended December 31, 2007 and December 31, 2006, respectively.
NOTE 5 — INVESTMENTS
     The following investments comprised more than 5% of Plan assets:

8


 

                 
    December 31,
    2007   2006
National Fuel Gas Company ESOP Fund (Participant Directed)
  $ 62,740,055     $  
National Fuel Gas Company Common Stock Fund A (Participant Directed)
          25,636,900  
National Fuel Gas Company Common Stock Fund B (Non-Participant Directed)
          31,427,471  
Vanguard 500 Index Fund
    32,303,592       32,855,740  
Vanguard Retirement Savings Trust
    12,563,731       12,635,490  
Vanguard Total Bond Market Index Fund
    10,299,500       9,336,372  
     The net appreciation (depreciation) in fair value of investments including realized gains (losses) on investments sold during the years ended December 31, 2007 and 2006 are as follows:
                 
    For the Years Ended  
    December 31,  
    2007     2006  
National Fuel Gas Company ESOP Fund (Participant Directed)
  $ 11,706,558     $  
National Fuel Gas Company Common Stock Fund A (Participant Directed)
          5,107,568  
National Fuel Gas Company Common Stock Fund B (Non-Participant Directed)
          6,013,221  
Vanguard 500 Index Fund
    1,150,164       4,043,375  
Vanguard European Stock Index Fund
    545,987       1,192,094  
Vanguard Total Bond Market Index Fund
    169,931       (79,821 )
Vanguard Extended Market Index Fund
    121,759       446,316  
Vanguard Pacific Stock Index Fund
    39,619       143,296  
Vanguard STAR Fund
    (75,685 )     155,690  
 
           
 
  $ 13,658,333     $ 17,021,739  
 
           
NOTE 6 — INVESTMENT PROGRAMS
     The funds listed below are the investment options for salary reduction contributions as of December 31, 2007.
     National Fuel Gas Company ESOP Fund:
     The National Fuel Gas Company ESOP Fund seeks long-term growth of capital. The fund invests in National Fuel Gas Company common stock to provide investors the possibility of long-term growth through increases in the value of the stock and the reinvestment of dividends. A small portion of the fund may also be invested in cash investments, such as money market instruments, to help accommodate daily transactions.
     Vanguard 500 Index Fund:
     The Vanguard 500 Index Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks. The fund employs a “passive management” or indexing investment approach designed to track the performance of the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

9


 

     Vanguard Retirement Savings Trust:
     The Vanguard Retirement Savings Trust seeks to provide current and stable income, while maintaining a stable share value of $1. The fund invests primarily in investment contracts issued by insurance companies, banks or other financial institutions, including investment contracts backed by high-quality fixed income securities. The fund seeks to achieve its objective by diversifying among high credit-quality investments and investment contracts, which are structured to smooth market gains and losses over time.
     Vanguard Total Bond Market Index Fund:
     The Vanguard Total Bond Market Index Fund seeks to track the performance of a broad, market-weighted bond index. The fund employs a “passive management” or indexing investment designed to track the performance of the Lehman Brothers Aggregate Bond Index. This index measures a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States. This includes government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities, all with maturities of more than one year.
     Vanguard European Stock Index Fund:
     The Vanguard European Stock Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of Europe. The fund employs a “passive management” or indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the Morgan Stanley Capital International (MSCI) Europe Index. The MSCI Europe Index is made up of common stocks of companies located in sixteen European countries, mostly companies in the United Kingdom, France, Switzerland, and Germany. Other countries represented in the index include Austria, Belgium, Denmark, Finland, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, and Sweden.
     Vanguard Extended Market Index Fund:
     The Vanguard Extended Market Index Fund seeks to track the performance of a benchmark index that measures the investment return of small and mid-capitalization stocks. The fund employs a “passive management” or indexing investment approach designed to track the performance of the Standard & Poor’s Completion Index, a broadly diversified index of small and medium sized U.S. companies. The Standard & Poor’s Completion Index contains all of the U.S. common stocks regularly traded on the New York and American Stock Exchanges, and the NASDAQ over-the-counter market, except those stocks included in the Standard & Poor’s 500 Index. The fund invests all, or substantially all, of its assets in stocks of its target index, with nearly 80% of its assets invested in the 1,200 largest stocks in its target index (covering nearly 80% of the index’s total market capitalization), and the rest of its assets in a representative sample of the remaining stocks.
     Vanguard Prime Money Market Fund:
     The Vanguard Prime Money Market Fund seeks to provide current income while maintaining liquidity and a stable share price of $1. The fund invests in high-quality, short-term money market instruments, including certificates of deposit, banker’s acceptances, commercial paper, and other money market securities. To be considered high-quality, a security generally must be rated in one of the two highest credit-quality categories for short-term securities by at least two nationally recognized rating services (or by one, if only one rating service has rated the security). If not rated, the security must be determined by Vanguard to be of quality equivalent to those in the two highest credit-quality categories. The fund will invest more than 25% of its assets in securities issued by companies in the financial services industry. The fund will maintain a dollar-weighted average maturity of 90 days or less.
     Vanguard STAR Fund:
     The Vanguard STAR Fund seeks to provide long-term capital appreciation and income. The STAR Fund invests in a diversified group of other Vanguard mutual funds, rather than in individual securities. The fund follows a balanced investment approach by placing 60% to 70% of its assets in common stocks through eight stock funds; 20% to 30% of its assets in bonds through two bond funds; and 10% to 20% of its assets in short-term investments through a short-term bond fund. The fund’s stock holdings emphasize large-capitalization stocks of domestic companies and, to a lesser extent, a diversified group of stocks in companies located outside the United States.

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The fund’s bond holdings focus predominately on short and long-term investment-grade corporate bonds and GNMA mortgage-backed securities.
     Vanguard Pacific Stock Index Fund:
     The Vanguard Pacific Stock Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of the Pacific region. The fund employs a “passive management” or indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the MSCI Pacific Index. The MSCI Pacific Index consists of common stocks of companies located in Japan, Australia, Hong Kong, Singapore, and New Zealand.
NOTE 7 — RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
     The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 and 2006 to Form 5500:
                 
    2007   2006
Net assets available for benefits per the financial statements
  $ 142,703,006     $ 132,625,258  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    95,061       (121,588 )
     
Net assets available for benefits per Form 5500
  $ 142,798,067     $ 132,503,670  
     
     The following is a reconciliation of the statement of changes in net assets available for benefits per the financial statements at December 31, 2007 and 2006 to Form 5500:
                 
    2007   2006
Increase in net assets available for benefits per the financial statements
  $ 10,077,748     $ 11,516,466  
Change in adjustment from contract value to fair value for fully benefit-responsive investment contracts
    216,649       40,446  
     
Increase in net assets available for benefits per Form 5500
  $ 10,294,397     $ 11,556,912  
     

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SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2007
                     
        (c) Description of Investment          
    (b) Identity of Issue,        Including Maturity Date, Rate          
         Borrower, Lessor        of Interest, Collateral, Par       (e) Current  
(a)        or Similar Party        or Maturity Value   (d) Cost         Value  
*  
National Fuel Gas Company
  ESOP Fund (1,885,100 units)   (a)   $ 62,740,055  
   
 
               
   
Mutual Funds:
               
*  
Vanguard Group of
  500 Index Fund            
   
Investment Companies
    (239,020 units)   (a)     32,303,592  
   
 
               
*  
Vanguard Group of
  Total Bond Market Index Fund            
   
Investment Companies
    (1,013,730 units)   (a)     10,299,500  
   
 
               
*  
Vanguard Group of
  European Stock Index Fund            
   
Investment Companies
    (153,606 units)   (a)     6,110,463  
   
 
               
*  
Vanguard Group of
  Prime Money Market Fund            
   
Investment Companies
    (5,067,452 units)   (a)     5,067,452  
   
 
               
*  
Vanguard Group of
  STAR Fund            
   
Investment Companies
    (214,301 units)   (a)     4,472,467  
   
 
               
*  
Vanguard Group of
  Extended Market Index Fund            
   
Investment Companies
    (108,195 units)   (a)     4,315,890  
   
 
               
*  
Vanguard Group of
  Pacific Stock Index Fund            
   
Investment Companies
    (148,217 units)   (a)     1,885,318  
   
 
             
 
   
 
  Total Vanguard Mutual Funds         64,454,682  
   
 
             
   
 
               
   
Common/Collective Trust (1):
               
*  
Vanguard Group of
  Retirement Savings Trust            
   
Investment Companies
    (12,468,670 units)   (a)     12,563,731  
   
 
               
*  
National Fuel Gas Company
Tax-Deferred Savings Plan
  Participant Loan Account            
   
 
    (Interest rates range from 5.0% to 10.5%).         2,749,538  
   
 
             
 
   
TOTAL
          $ 142,508,006  
   
 
             
 
(a)   Investments are participant directed, thus cost information is not required.
 
*   Denotes known party-in-interest to the Plan.
 
(1)   The audited annual report for the Vanguard Retirement Savings Trust has been filed with the Department of Labor by the Vanguard Fiduciary Trust Company. The entity’s tax identification number is 23-2186884.

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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL FUEL GAS COMPANY
TAX DEFERRED SAVINGS PLAN
(Name of Plan)
         
By
  /s/ R.J. Tanski
 
     R.J. Tanski
   
 
       Treasurer and Principal Financial Officer    
 
       
By
  /s/ K.M. Camiolo
 
     K.M. Camiolo
   
 
       Controller and Principal Accounting Officer    
Date: June 24, 2008

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EXHIBIT INDEX
     
Exhibit Number   Description of Exhibit
23
  Consent of Independent Registered Public Accounting Firm

14