NATIONAL FUEL GAS COMPANY 11-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 2006
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
(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. |
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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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Signature |
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3. |
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Exhibit |
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Exhibit Number |
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Description of Exhibit |
23.1
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Consent of Independent Registered Public Accounting Firm |
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23.2
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Consent of Independent Registered Public Accounting Firm |
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
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1 - 2 |
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Financial Statements: |
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3 |
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4 |
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5 |
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6 - 11 |
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Supplemental Schedules: |
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12 |
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13 |
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EX-23.1 |
EX-23.2 |
Report of Independent Registered Public Accounting Firm
To the Participants and
Plan Administrator of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
We have audited the accompanying statement of net assets available for benefits of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees as of December 31, 2006 and the
related statement of changes in net assets available for benefits for the year 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 audit.
We also have audited the adjustments to the 2005 financial statements to retrospectively adopt 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, as described in Note 2. In our opinion,
such adjustments are appropriate and have been properly applied. We were not engaged to audit,
review, or apply any procedures to the 2005 financial statements of the Plan other than with
respect to the adjustments and, accordingly, we do not express an opinion or any other form of
assurance on the 2005 financial statements taken as a whole.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit 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 audit provides 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 for Non-Union Employees as of December 31, 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 audit was performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The accompanying supplemental schedules are presented for the purpose of
additional analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plans management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic financial statements
taken as a whole.
Bonadio & Co., LLP
June 26, 2007
Buffalo, New York
1
Report of Independent Registered Public Accounting Firm
To the Participants and
Plan Administrator of the
National Fuel Gas Company
Tax-Deferred Savings Plan for
Non-Union Employees
We have audited, before the effects of the adjustments to retrospectively apply the change in
accounting described in Note 2, the statement of net assets available for benefits of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees as of December 31, 2005, and the
related statement of changes in net assets available for benefits for the year then ended (the 2005
financial statements before the effects of the adjustments discussed in Note 2 are not presented
herein). The 2005 financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plans internal control over financial reporting.
Accordingly, we express no opinion. 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 audit
provides a reasonable basis for our opinion.
In our opinion, the 2005 financial statements, before the effects of the adjustments to
retrospectively apply the change in accounting described in Note 2, present fairly, in all material
respects, the net assets available for benefits of the National Fuel Gas Company Tax-Deferred
Savings Plan for Non-Union Employees as of December 31, 2005, and the changes in net assets
available for benefits for the year then ended in conformity with U. S. generally accepted
accounting principles.
We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively
apply the change in accounting described in Note 2 and, accordingly, we do not express an opinion
or any other form of assurance about whether such adjustments are appropriate and have been
properly applied. Those adjustments were audited by Bonadio & Co., LLP.
FREED MAXICK & BATTAGLIA, CPAs, P.C.
May 18, 2006
Buffalo, New York
2
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
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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$ |
82,561,792 |
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$ |
27,117,993 |
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$ |
109,679,785 |
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Vanguard 500 Index Fund |
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49,821,473 |
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49,821,473 |
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Vanguard Retirement
Savings Trust |
|
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13,200,636 |
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13,200,636 |
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Vanguard Total Bond
Market Index Fund |
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9,687,560 |
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9,687,560 |
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Vanguard European Stock
Index Fund |
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8,944,681 |
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8,944,681 |
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Vanguard Extended Market
Index Fund |
|
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7,574,643 |
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7,574,643 |
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Vanguard Prime Money
Market Fund |
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5,265,653 |
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5,265,653 |
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Vanguard Pacific Stock
Index Fund |
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3,698,869 |
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3,698,869 |
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Vanguard STAR Fund |
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3,110,092 |
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3,110,092 |
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Participant Loan Account |
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2,573,559 |
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2,573,559 |
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82,561,792 |
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130,995,159 |
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213,556,951 |
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Receivables: |
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Employer Contributions |
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231,388 |
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7,698 |
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239,086 |
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Participant Contributions |
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|
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172,763 |
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172,763 |
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Net Assets Available for
Benefits at Fair Value |
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82,793,180 |
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131,175,620 |
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213,968,800 |
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Adjustment from Fair Value to
Contract Value for Fully
Benefit-Responsive
Investment Contracts |
|
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|
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|
127,026 |
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|
|
127,026 |
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|
|
|
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|
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|
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Net Assets Available for
Benefits |
|
$ |
82,793,180 |
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$ |
131,302,646 |
|
|
$ |
214,095,826 |
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The accompanying notes are an integral part of these financial statements
3
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2005
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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 |
|
December 31, |
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|
Investments |
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Investments |
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2005 |
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Investments at fair value: |
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National Fuel Gas
Company Common Stock
Funds |
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$ |
67,642,218 |
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$ |
22,808,000 |
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$ |
90,450,218 |
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|
|
|
|
|
|
|
|
|
|
|
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|
Vanguard 500 Index Fund |
|
|
|
|
|
|
44,893,661 |
|
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|
44,893,661 |
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|
|
|
|
|
|
|
|
|
|
|
|
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Vanguard Retirement
Savings Trust |
|
|
|
|
|
|
12,941,406 |
|
|
|
12,941,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Total Bond
Market Index Fund |
|
|
|
|
|
|
8,923,104 |
|
|
|
8,923,104 |
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|
|
|
|
|
|
|
|
|
|
|
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|
Vanguard European Stock
Index Fund |
|
|
|
|
|
|
6,166,963 |
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|
|
6,166,963 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Extended Market
Index Fund |
|
|
|
|
|
|
6,524,645 |
|
|
|
6,524,645 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Prime Money
Market Fund |
|
|
|
|
|
|
4,347,698 |
|
|
|
4,347,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Pacific Stock
Index Fund |
|
|
|
|
|
|
2,872,519 |
|
|
|
2,872,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard STAR Fund |
|
|
|
|
|
|
1,966,234 |
|
|
|
1,966,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loan Account |
|
|
|
|
|
|
2,658,339 |
|
|
|
2,658,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,642,218 |
|
|
|
114,102,569 |
|
|
|
181,744,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
Employer Contributions |
|
|
228,842 |
|
|
|
4,114 |
|
|
|
232,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Contributions |
|
|
|
|
|
|
456,046 |
|
|
|
456,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for
Benefits at Fair Value |
|
|
67,871,060 |
|
|
|
114,562,729 |
|
|
|
182,433,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment from Fair Value
to Contract Value for Fully
Benefit-Responsive
Investment Contracts |
|
|
|
|
|
|
170,667 |
|
|
|
170,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for
Benefits |
|
$ |
67,871,060 |
|
|
$ |
114,733,396 |
|
|
$ |
182,604,456 |
|
|
|
|
The accompanying notes are an integral part of these financial statements
4
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2006
(WITH COMPARATIVE TOTALS FOR THE YEAR ENDED DECEMBER 31, 2005)
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|
|
|
|
|
|
|
|
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|
Total all Investments |
|
|
Employer |
|
Participant |
|
Combined |
|
|
Directed |
|
Directed |
|
December 31, |
|
|
Investments |
|
Investments |
|
2006 |
|
2005 |
|
|
|
Investment Income From
National Fuel Gas Company
Common Stock Funds |
|
$ |
2,447,977 |
|
|
$ |
808,409 |
|
|
$ |
3,256,386 |
|
|
$ |
3,172,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and Dividend Income |
|
|
|
|
|
|
742,024 |
|
|
|
742,024 |
|
|
|
657,396 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income from Mutual
Funds |
|
|
|
|
|
|
1,991,220 |
|
|
|
1,991,220 |
|
|
|
1,595,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Income |
|
|
2,447,977 |
|
|
|
3,541,653 |
|
|
|
5,989,630 |
|
|
|
5,425,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Appreciation in Fair Value
of Investments |
|
|
15,547,815 |
|
|
|
14,409,971 |
|
|
|
29,957,786 |
|
|
|
10,650,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer Contributions |
|
|
2,790,189 |
|
|
|
76,256 |
|
|
|
2,866,445 |
|
|
|
2,788,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Contributions |
|
|
|
|
|
|
6,355,929 |
|
|
|
6,355,929 |
|
|
|
6,131,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Purchase and Loan
Fees |
|
|
(1,926 |
) |
|
|
(2,254 |
) |
|
|
(4,180 |
) |
|
|
(4,221 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rollovers and Other
Individual Transfers In |
|
|
104,817 |
|
|
|
384,112 |
|
|
|
488,929 |
|
|
|
573,438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to Participants or
Beneficiaries |
|
|
(5,967,200 |
) |
|
|
(8,195,969 |
) |
|
|
(14,163,169 |
) |
|
|
(9,982,752 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfers (to)/from
Associated Funds |
|
|
448 |
|
|
|
(448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in Net Assets
Available for Benefits |
|
|
14,922,120 |
|
|
|
16,569,250 |
|
|
|
31,491,370 |
|
|
|
15,581,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Available for
Benefits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of Year |
|
|
67,871,060 |
|
|
|
114,733,396 |
|
|
|
182,604,456 |
|
|
|
167,022,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of Year |
|
$ |
82,793,180 |
|
|
$ |
131,302,646 |
|
|
$ |
214,095,826 |
|
|
$ |
182,604,456 |
|
|
|
|
The accompanying notes are an integral part of these financial statements
5
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
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 For Non-Union Employees (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 July 26, 1984, effective as of July 1, 1984, and has been amended and restated since
that time. It is subject to the Employee Retirement Income Security Act of 1974, 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.
Effective July 1, 2003, 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.
Eligibility and Participation:
Originally, the Plan was established for the benefit of professional, administrative or
executive (i.e. salaried) employees of National Fuel Gas Company and its subsidiaries (the
Company). Persons who were salaried employees on July 1, 1984, were eligible to participate at
that date. Effective on various dates since July 1, 1984, most non-union non-salaried employees of
the Company became eligible to participate in the Plan. New employees must complete 1,000 hours of
employment and have attained age 21 in order to become eligible to participate. There are four
groups of non-union employees who are eligible to participate in the Plan. Employer contributions
vary by group and employees years of service and contribution. Certain Plan participants who 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 July 1, 2003 are eligible for
an additional retirement savings account benefit. Effective as of July 1, 2005, part-time
employees known as Customer Support Representative I or Customer Support Representative II are
not eligible to make salary reduction contributions to the Plan.
Contributions:
Participants may direct the Company to reduce their base salaries by a specified full
percentage that ranges from 2% to 50%. These salary reductions are subject to certain Plan and
Internal Revenue Code limitations, and the Company remits them to the Plan Trustee on the
participants behalf. 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. In addition, the Company makes an employer
matching contribution that ranges from 1% to 6% of the participants base salary, depending on
their participant group, years of service and rate of salary reduction contributions. Beginning
January 2004 participants eligible for the Retirement Savings Account
Benefit, will receive a Company contribution of 2% or 3% of the participants compensation (in
addition to
6
any employer matching contribution 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 salary is defined in the Plan generally to mean a participants base annual salary for
a payroll period. An individual participants salary reduction contributions to the Plan are
subject to ceilings imposed by the Internal Revenue Service. However, the Company matching
contributions are not subject to such ceilings. The ceiling is $15,000 for 2006 and $15,500 for
2007. If a participant is age 50 or over, the ceiling increases to $20,000 for 2006 and $20,500
for 2007.
Participants accounts, including all salary 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 $1,321 and $467 for the years ending December 31, 2006 and
December 31, 2005, respectively. There were no unused forfeitures at December 31, 2006 and 2005.
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 Stock Fund B). 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 Stock Fund B) 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.
Administration:
National Fuel Gas Company is the Administrator of the Plan. A Tax-Deferred Savings Plan
Committee appointed by the Chief Executive Officer exercises National Fuels duties as
Administrator. 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.
7
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 retroactively to the Statement of Net Assets Available for Benefits as of December
31, 2005 presented for comparative purposes. 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:
National Fuel Gas Company Stock Funds A (participant directed) and B (non-participant
directed) are 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 are 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 plan benefits.
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 $29,517 and $16,393, for services rendered in connection with the Plan and
Trust for the years ended December 31, 2006 and December 31, 2005, respectively. Brokerage
commissions and similar costs of acquiring
8
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:
Benefits payments to participants are recorded upon distribution.
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 $5,989,630 and $5,425,863 for the years
ended December 31, 2006 and December 31, 2005, respectively.
NOTE 5 INVESTMENTS
The following investments comprised more than 5% of Plan assets at:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
2006 |
|
2005 |
National Fuel Gas Company Common
Stock Fund A (Participant Directed) |
|
$ |
27,117,993 |
|
|
$ |
22,808,000 |
|
National Fuel Gas Company Common
Stock Fund B (Non-Participant Directed) |
|
|
82,561,792 |
|
|
|
67,642,218 |
|
Vanguard 500 Index Fund |
|
|
49,821,473 |
|
|
|
44,893,661 |
|
Vanguard Retirement Savings Trust |
|
|
13,200,636 |
|
|
|
12,941,406 |
|
The net appreciation (depreciation) in fair value of investments including realized gains
(losses) on investments sold during the years ended December 31, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
National Fuel Gas Company Common
Stock Fund A (Participant Directed) |
|
$ |
5,189,375 |
|
|
$ |
2,059,061 |
|
National Fuel Gas Company Common
Stock Fund B (Non-Participant Directed) |
|
|
15,547,815 |
|
|
|
6,104,800 |
|
Vanguard 500 Index Fund |
|
|
6,009,347 |
|
|
|
1,271,748 |
|
Vanguard Extended Market Index Fund |
|
|
864,487 |
|
|
|
493,108 |
|
Vanguard Pacific Stock Index Fund |
|
|
306,753 |
|
|
|
465,719 |
|
Vanguard European Stock Index Fund |
|
|
1,945,620 |
|
|
|
363,026 |
|
Vanguard STAR Fund |
|
|
159,371 |
|
|
|
75,510 |
|
Vanguard Total Bond Market Index Fund |
|
|
(64,982 |
) |
|
|
(182,788 |
) |
|
|
|
|
|
|
|
|
|
$ |
29,957,786 |
|
|
$ |
10,650,184 |
|
|
|
|
|
|
|
|
9
NOTE 6 INVESTMENT PROGRAMS
The funds listed below are the investment options for salary reduction contributions as of
December 31, 2006.
National Fuel Gas Stock Funds:
The National Fuel Gas Stock Funds seek long-term growth of capital. The funds invest in
National Fuel Gas 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.
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
approach 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.
10
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. 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, 2006 and 2005 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Net assets available for benefits per the financial statements |
|
$ |
214,095,826 |
|
|
$ |
182,604,456 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
(127,026 |
) |
|
|
(170,667 |
) |
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
213,968,800 |
|
|
$ |
182,433,789 |
|
|
|
|
The following is a reconciliation of the statement of changes in net assets available for
benefits per the financial statements at December 31, 2006 and 2005 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
Increase in net assets available for benefits per
the financial statements |
|
$ |
31,491,370 |
|
|
$ |
15,581,802 |
|
Change in adjustment from contract value to fair value
for fully benefit-responsive investment contracts |
|
|
43,641 |
|
|
|
|
|
|
|
|
Increase in net assets available for benefits per Form 5500 |
|
$ |
31,535,011 |
|
|
$ |
15,581,802 |
|
|
|
|
11
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
SCHEDULE OF ASSETS
(HELD AT END OF YEAR) AT
DECEMBER 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
Common Stock Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company |
|
Stock Fund A (985,392 units) |
|
|
|
|
|
$ |
27,117,993 |
|
|
|
National Fuel Gas Company |
|
Stock Fund B (3,000,065 units) |
|
$ |
45,644,532 |
|
|
|
82,561,792 |
|
|
|
|
|
Total National Fuel Gas Company Common Stock Funds |
|
|
|
|
|
|
109,679,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
500 Index Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(381,511 units) |
|
|
|
|
|
|
49,821,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
Total Bond Market Index Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(969,726 units) |
|
|
|
|
|
|
9,687,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
European Stock Index Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(248,188 units) |
|
|
|
|
|
|
8,944,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
Extended Market Index Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(195,828 units) |
|
|
|
|
|
|
7,574,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
Prime Money Market Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(5,265,653 units) |
|
|
|
|
|
|
5,265,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
Pacific Stock Index Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(297,576 units) |
|
|
|
|
|
|
3,698,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
STAR Fund |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(148,524 units) |
|
|
|
|
|
|
3,110,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Vanguard Mutual Funds |
|
|
|
|
|
|
88,102,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common/Collective Trust (1): |
|
|
|
|
|
|
|
|
|
|
* |
|
Vanguard Group of |
|
Retirement Savings Trust |
|
|
|
|
|
|
|
|
|
|
Investment Companies |
|
(13,327,662 units) |
|
|
|
|
|
|
13,200,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
National Fuel Gas Company
Tax Deferred Savings Plan
For Non-Union Employees |
|
Participant Loan Account
(Interest rates range from 5.0% to 12.0%). |
|
|
|
|
|
|
2,573,559 |
|
|
|
TOTAL |
|
|
|
|
|
$ |
213,556,951 |
|
|
|
|
* |
|
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
SCHEDULE II
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Description of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset (include |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(h) Current |
|
|
|
|
|
|
Interest Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Value |
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and Maturity |
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|
(f) Expense |
|
|
|
|
|
|
of Asset on |
|
|
|
|
(a) Identity of |
|
in Case of |
|
|
(c) Purchase |
|
|
(d) Selling |
|
|
(e) Lease |
|
|
Incurred with |
|
|
(g) Cost of |
|
|
Transaction |
|
|
(i) Net Gain |
|
Party Involved |
|
Loan) |
|
|
Price |
|
|
Price |
|
|
Rental |
|
|
Transaction |
|
|
Asset |
|
|
Date |
|
|
or (Loss) |
|
Purchase Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
National Fuel Gas
Company |
|
National Fuel Stock Fund B |
|
$ |
5,340,884 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,340,884 |
|
|
$ |
|
|
|
|
|
|
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|
|
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|
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|
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|
|
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|
Sale Transactions |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas
Company |
|
National Fuel Stock Fund B |
|
$ |
|
|
|
$ |
5,969,126 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,293,458 |
|
|
$ |
5,969,126 |
|
|
$ |
2,675,668 |
|
13
SIGNATURE
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
FOR NON-UNION EMPLOYEES |
|
|
(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 29, 2007
14
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Exhibit |
23.1
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm |
15