National Fuel Gas Company 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Year Ended December 31, 2007
OR
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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
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Plan financial statements and schedules prepared in accordance with financial reporting
requirements of ERISA.
See accompanying Index on next page. |
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2. |
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Signatures |
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3. |
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Exhibit |
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Exhibit Number |
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Description of Exhibit |
23
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Consent of Independent Registered Public Accounting Firm |
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
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1 |
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Financial Statements: |
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2 |
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3 |
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4 |
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5 - 11 |
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Supplemental Schedule: |
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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 Plans 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 Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plans 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
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Employer |
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Participant |
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Total |
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Directed |
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Directed |
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December 31, |
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Investments |
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Investments |
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2007 |
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Assets: |
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Investments at fair value: |
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National Fuel Gas Company Employee Stock
Ownership Plan (ESOP) Fund |
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$ |
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$ |
62,740,055 |
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$ |
62,740,055 |
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Vanguard 500 Index Fund |
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32,303,592 |
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32,303,592 |
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Vanguard Retirement Savings Trust |
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12,563,731 |
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12,563,731 |
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Vanguard Total Bond Market Index Fund |
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10,299,500 |
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10,299,500 |
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Vanguard European Stock Index Fund |
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6,110,463 |
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6,110,463 |
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Vanguard Prime Money Market Fund |
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5,067,452 |
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5,067,452 |
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Vanguard STAR Fund |
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4,472,467 |
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4,472,467 |
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Vanguard Extended Market Index Fund |
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4,315,890 |
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4,315,890 |
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Vanguard Pacific Stock Index Fund |
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1,885,318 |
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1,885,318 |
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Participant Loan Account |
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2,749,538 |
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2,749,538 |
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142,508,006 |
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142,508,006 |
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Receivables: |
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Employer Contributions |
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102,694 |
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102,694 |
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Participant Contributions |
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187,367 |
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187,367 |
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Dividends Receivable |
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8,921 |
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8,921 |
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Total Assets |
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142,806,988 |
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142,806,988 |
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Liabilities: |
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Dividends Payable to Participants |
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8,921 |
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8,921 |
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Net Assets Available for Benefits at Fair Value |
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142,798,067 |
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142,798,067 |
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Adjustment from Fair Value to Contract Value
for Fully Benefit-Responsive Investment
Contracts |
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(95,061 |
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(95,061 |
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Net Assets Available for Benefits |
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$ |
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$ |
142,703,006 |
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$ |
142,703,006 |
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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
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Employer |
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Participant |
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Total |
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Directed |
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Directed |
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December 31, |
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Investments |
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Investments |
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2006 |
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Investments at fair value: |
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National Fuel Gas Company Common Stock Funds |
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$ |
31,427,471 |
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$ |
25,636,900 |
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$ |
57,064,371 |
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Vanguard 500 Index Fund |
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32,855,740 |
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32,855,740 |
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Vanguard Retirement Savings Trust |
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12,635,490 |
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12,635,490 |
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Vanguard Total Bond Market Index Fund |
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9,336,372 |
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9,336,372 |
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Vanguard European Stock Index Fund |
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5,327,502 |
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5,327,502 |
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Vanguard Extended Market Index Fund |
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3,969,810 |
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3,969,810 |
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Vanguard Prime Money Market Fund |
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3,913,731 |
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3,913,731 |
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Vanguard STAR Fund |
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2,890,305 |
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2,890,305 |
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Vanguard Pacific Stock Index Fund |
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1,753,040 |
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1,753,040 |
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Participant Loan Account |
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2,534,717 |
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2,534,717 |
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31,427,471 |
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100,853,607 |
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132,281,078 |
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Receivables: |
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Employer Contributions |
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117,927 |
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4,907 |
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122,834 |
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Participant Contributions |
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99,758 |
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99,758 |
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Net Assets Available for Benefits at Fair Value |
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31,545,398 |
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100,958,272 |
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132,503,670 |
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Adjustment from Fair Value to Contract Value
for Fully Benefit-Responsive Investment
Contracts |
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121,588 |
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121,588 |
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Net Assets Available for Benefits |
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$ |
31,545,398 |
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$ |
101,079,860 |
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$ |
132,625,258 |
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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)
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Employer |
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Participant |
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Total all Investments Combined |
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Directed |
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Directed |
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December 31, |
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Investments |
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Investments |
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2007 |
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2006 |
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Investment Income From National
Fuel Gas Company ESOP Fund |
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$ |
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$ |
1,662,381 |
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$ |
1,662,381 |
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$ |
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Investment Income From National
Fuel Gas Company Common Stock
Funds |
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1,725,411 |
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Interest and Dividend Income |
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747,291 |
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747,291 |
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693,709 |
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Investment Income from Mutual Funds |
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1,874,069 |
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1,874,069 |
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1,494,315 |
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Total Investment Income |
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4,283,741 |
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4,283,741 |
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3,913,435 |
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Transfer from Employer Directed
Investments to Participant
Directed Investments (Note 1) |
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(31,545,398 |
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31,545,398 |
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Net Appreciation in Fair Value of
Investments |
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13,658,333 |
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13,658,333 |
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17,021,739 |
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Employer Contributions |
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1,341,022 |
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1,341,022 |
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1,353,424 |
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Participant Contributions |
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5,246,144 |
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5,246,144 |
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5,461,133 |
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Participant Purchase and Loan Fees |
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(4,850 |
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(4,850 |
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(4,860 |
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Rollovers and Other Individual
Transfers Out |
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(169,601 |
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(169,601 |
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(488,701 |
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Dividend Payments to Participants |
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(14,880 |
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(14,880 |
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Payments to Participants or Beneficiaries |
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(14,262,161 |
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(14,262,161 |
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(15,739,704 |
) |
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Increase (Decrease) In Net Assets
Available for Benefits |
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(31,545,398 |
) |
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41,623,146 |
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10,077,748 |
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11,516,466 |
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Net Assets Available for Benefits: |
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Beginning of Year |
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31,545,398 |
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101,079,860 |
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132,625,258 |
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121,108,792 |
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End of Year |
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$ |
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$ |
142,703,006 |
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$ |
142,703,006 |
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$ |
132,625,258 |
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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 Plans 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 participants compensation (in addition to any employer matching
contributions under the Plan), depending on the participants 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 participants compensation (in addition to any employer
matching contributions under the Plan), depending on the participants years of service. The
Company contribution in the Retirement Savings Account is participant directed and can be directed
into any of the Plans investment options except for the Common Stock of National Fuel Gas Company.
Base pay is defined in the Plan as a participants basic compensation for a payroll period.
An individual participants 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 Plans 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 participants account is credited with the participants contribution and an allocation
of (a) the Companys 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 participants 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 Plans 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
Plans 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 Plans 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 & Poors 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 & Poors Completion Index, a broadly diversified index of small and medium sized U.S.
companies. The Standard & Poors 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 & Poors 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 indexs 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, bankers 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 funds
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.
10
The funds 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 |
|
|
|
|
11
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 entitys tax
identification number is 23-2186884. |
12
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
13
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Exhibit |
23
|
|
Consent of Independent Registered Public Accounting Firm |
14