e11vk
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, 2010
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
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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Exhibit Number |
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Description of Exhibit |
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23 |
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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 SCHEDULE
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Page |
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Number |
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Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statements of Net Assets Available for
Benefits at December 31, 2010 and 2009 |
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2 |
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Statements of Changes in Net Assets
Available for Benefits for the Years Ended
December 31, 2010 and 2009 |
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3 |
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Notes to Financial Statements |
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4 - 12 |
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Supplemental Schedule: |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year)
as of December 31, 2010 |
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13 |
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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 statements of net assets available for benefits of the National
Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees as of December 31, 2010 and
2009, 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 auditing 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 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 for Non-Union Employees as of December 31, 2010 and 2009, 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 conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) 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, 2011
Williamsville, New York
1
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2010 |
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2009 |
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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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$ |
158,064,613 |
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$ |
127,486,995 |
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Vanguard 500 Index Fund |
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41,483,033 |
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38,746,773 |
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Vanguard Total Bond Market Index Fund |
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20,470,825 |
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17,003,823 |
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Vanguard Retirement Savings Trust |
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19,778,179 |
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17,739,498 |
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Vanguard Extended Market Index Fund |
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10,143,298 |
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7,796,482 |
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Vanguard STAR Fund |
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9,994,536 |
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7,553,569 |
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Vanguard Prime Money Market Fund |
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8,076,026 |
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8,328,750 |
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Vanguard European Stock Index Fund |
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7,300,860 |
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7,747,864 |
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Vanguard Pacific Stock Index Fund |
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4,128,454 |
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3,708,822 |
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279,439,824 |
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236,112,576 |
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Receivables: |
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Notes Receivable from Participants |
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2,616,426 |
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2,536,291 |
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Employer Contributions |
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295,275 |
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285,122 |
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Participant Contributions |
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1,727 |
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Dividends Receivable |
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57,394 |
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56,129 |
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Total Assets |
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282,408,919 |
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238,991,845 |
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Liabilities: |
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Dividends Payable to Participants |
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57,394 |
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56,129 |
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Net Assets Available for Benefits at Fair
Value |
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282,351,525 |
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238,935,716 |
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Adjustment from Fair Value to Contract
Value for Fully Benefit-Responsive
Investment Contracts |
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(778,822 |
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(383,498 |
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Net Assets Available for Benefits |
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$ |
281,572,703 |
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$ |
238,552,218 |
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The accompanying notes are an integral part of these financial statements.
2
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN
FOR NON-UNION EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
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December 31, |
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2010 |
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2009 |
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Investment Income from National Fuel Gas Company
ESOP Fund |
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$ |
3,431,339 |
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$ |
3,382,315 |
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Interest and Dividend Income |
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518,902 |
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479,858 |
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Investment Income from Mutual Funds |
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2,175,787 |
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2,135,431 |
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Total Investment Income |
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6,126,028 |
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5,997,604 |
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Net Appreciation in Fair Value of Investments |
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46,488,280 |
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60,813,758 |
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Interest Income from Notes Receivable
from Participants |
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135,156 |
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135,696 |
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Employer Contributions |
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3,553,100 |
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3,334,511 |
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Participant Contributions |
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7,293,871 |
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6,978,024 |
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Participant Purchase and Loan Fees |
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(4,555 |
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(3,751 |
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Rollovers and Other Individual Transfers In |
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561,686 |
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789,935 |
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Dividend Payments to Participants |
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(235,492 |
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(220,498 |
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Benefit Payments to Participants or Beneficiaries |
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(20,897,589 |
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(11,618,279 |
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Increase In Net Assets Available for Benefits |
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43,020,485 |
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66,207,000 |
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Net Assets Available for Benefits: |
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Beginning of Year |
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238,552,218 |
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172,345,218 |
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End of Year |
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$ |
281,572,703 |
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$ |
238,552,218 |
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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
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 (ERISA), as
amended.
During 2003, the Board of Directors of National Fuel Gas 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.
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 professional, administrative or
executive (i.e. salaried) employees of National Fuel Gas Company and its participating 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
the 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.
4
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. Participants
eligible for the Retirement Savings Account benefit 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 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 was $16,500 for 2009 and 2010 and will
remain at that level for 2011. However, if a participant is age 50 or over, the ceiling for 2009
and 2010 was $22,000 and will remain at that level for 2011.
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 may be used to reduce Company
contributions. Forfeitures amounted to $4,829 and $1,205 for the years ended December 31, 2010 and
2009, respectively. Unused forfeitures amounted to $7,287 and $8,486 at December 31, 2010 and
2009, 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 the 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.
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.
Distributions, Loans and Withdrawals:
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. In certain
cases, participants may postpone receipt of Plan distributions.
Plan participants may borrow from their accounts in accordance with certain Plan rules. Such
loans are shown on the Statement of Net Assets Available for Benefits as Notes Receivable from
Participants. Participant loans are valued at their unpaid principal balances. Delinquent
participant loans are reclassified as distributions based upon the terms of the Plan document.
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
5
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:
A Tax-Deferred Savings Plan Committee appointed by the Chief Executive Officer of National
Fuel Gas Company is the Administrator of the Plan. The assets of the Plan are held by the Trustee,
Vanguard Fiduciary Trust Company (Vanguard).
Plan Termination:
The Company reserves the right in its discretion to amend, suspend, or terminate the Plan at
such time as it deems appropriate, subject to the provisions of ERISA. In the event that the Plan
is terminated, participants are entitled to all salary reduction contributions, employer matching
contributions and earnings thereon within their accounts. Participants with a Retirement Savings
Account are entitled to the vested portion of such account.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting:
The accompanying financial statements are prepared on the accrual basis of accounting.
As described in Financial Accounting Standards Board (FASB) authoritative guidance regarding
the reporting of fully benefit-responsive investment contracts held by a defined-contribution plan,
fully benefit-responsive investment contracts 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 authoritative guidance, 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 common/collective trust fund is stated at fair value as determined by the Vanguard
Retirement Savings Trust based on the fair value of the underlying investments. Its underlying
investments in investment contracts are valued at fair value and then adjusted by the issuer to
contract value, which represents contributions made less withdrawals plus interest accrued using a
crediting rate formula. The crediting rate is the discount rate that equates the estimated future
market value with such portfolios current contract value. Crediting rates are reset quarterly,
but cannot fall below zero. The common/collective trust funds underlying investments seek to
preserve capital and provide a competitive level of income over time that is consistent with the
preservation of capital.
There are not any unfunded commitments whereby the Plan or its participants are required to
invest a specified amount of additional capital at a future date to fund investments that will be
made by the common/ collective trust. The common/collective trust fund does not have any
significant restrictions on redemptions. Participant-directed redemptions can be made on any
business day and do not have a redemption notice period. Certain events, such as a change in law,
regulation, administrative ruling or employer-initiated termination of the common/collective trust,
may limit the ability of the Plan to transact the common/collective trust fund at contract value.
The occurrence of any such events is not considered probable as of December 31, 2010.
Investment Valuation and Income Recognition:
Investments are reported at fair value. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. See Note 3 for discussion of fair value measurements.
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. Net appreciation
includes the Plans gains and losses on investments bought and sold, as well as held, during the
year. Capital gain distributions are included in investment income.
6
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.
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 $33,145 and $32,526 for services rendered in connection with the Plan and
Trust for the years ended December 31, 2010 and December 31, 2009, respectively. Brokerage
commissions and similar costs of acquiring or selling securities (if any) that are incurred by a
Vanguard investment fund are borne by the participant. Brokerage commissions and similar costs of
acquiring or selling securities that are incurred with respect to National Fuel Gas Company common
stock held in the National Fuel Gas Company ESOP Fund are paid by the Company. Fees for managing
the National Fuel Gas Company ESOP Fund 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.
NOTE 3 FAIR VALUE MEASUREMENTS
The FASB authoritative guidance regarding fair value measurements establishes a fair value
hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. Those
inputs are prioritized into three levels. Level 1 inputs are unadjusted quoted prices in active
markets for assets or liabilities that the Plan has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly at the measurement date. Level 3 inputs are
unobservable inputs for the asset or liability at the measurement date. The Plans assessment of
the significance of a particular input to the fair value measurement requires judgment, and may
affect the valuation of fair value assets and liabilities and their placement within the fair value
hierarchy levels.
The following table sets forth, by level within the fair value hierarchy, the Plans
investments that were accounted for at fair value on a recurring basis as of December 31, 2010 and
December 31, 2009. Financial assets and liabilities are classified in their entirety based on the
lowest level of input that is significant to the fair value measurement. For the year ended
December 31, 2010, no transfers in or out of Level 1 or Level 2 occurred.
7
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At Fair Value as of December 31, 2010 |
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Recurring Fair Value Measures: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Investments: |
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National Fuel Gas Company
ESOP Fund |
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$ |
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$ |
158,064,613 |
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$ |
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$ |
158,064,613 |
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Mutual Funds: |
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Vanguard 500 Index Fund |
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41,483,033 |
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41,483,033 |
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Vanguard Total Bond Market
Index Fund |
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20,470,825 |
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20,470,825 |
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Vanguard Extended Market
Index Fund |
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10,143,298 |
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|
|
|
|
|
|
|
|
|
10,143,298 |
|
Vanguard STAR Fund |
|
|
9,994,536 |
|
|
|
|
|
|
|
|
|
|
|
9,994,536 |
|
Vanguard Prime Money Market
Fund |
|
|
8,076,026 |
|
|
|
|
|
|
|
|
|
|
|
8,076,026 |
|
Vanguard European Stock
Index Fund |
|
|
7,300,860 |
|
|
|
|
|
|
|
|
|
|
|
7,300,860 |
|
Vanguard Pacific Stock Index
Fund |
|
|
4,128,454 |
|
|
|
|
|
|
|
|
|
|
|
4,128,454 |
|
Common/Collective Trust Fund: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Retirement Savings
Trust |
|
|
|
|
|
|
19,778,179 |
|
|
|
|
|
|
|
19,778,179 |
|
|
|
|
Total |
|
$ |
101,597,032 |
|
|
$ |
177,842,792 |
|
|
$ |
|
|
|
$ |
279,439,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At Fair Value as of December 31, 2009 |
|
Recurring Fair Value Measures: |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Fuel Gas Company
ESOP Fund |
|
$ |
|
|
|
$ |
127,486,995 |
|
|
$ |
|
|
|
$ |
127,486,995 |
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard 500 Index Fund |
|
|
38,746,773 |
|
|
|
|
|
|
|
|
|
|
|
38,746,773 |
|
Vanguard Total Bond Market
Index Fund |
|
|
17,003,823 |
|
|
|
|
|
|
|
|
|
|
|
17,003,823 |
|
Vanguard Extended Market
Index Fund |
|
|
7,796,482 |
|
|
|
|
|
|
|
|
|
|
|
7,796,482 |
|
Vanguard STAR Fund |
|
|
7,553,569 |
|
|
|
|
|
|
|
|
|
|
|
7,553,569 |
|
Vanguard Prime Money Market
Fund |
|
|
8,328,750 |
|
|
|
|
|
|
|
|
|
|
|
8,328,750 |
|
Vanguard European Stock
Index Fund |
|
|
7,747,864 |
|
|
|
|
|
|
|
|
|
|
|
7,747,864 |
|
Vanguard Pacific Stock Index
Fund |
|
|
3,708,822 |
|
|
|
|
|
|
|
|
|
|
|
3,708,822 |
|
Common/Collective Trust Fund: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard Retirement Savings
Trust |
|
|
|
|
|
|
17,739,498 |
|
|
|
|
|
|
|
17,739,498 |
|
|
|
|
Total |
|
$ |
90,886,083 |
|
|
$ |
145,226,493 |
|
|
$ |
|
|
|
$ |
236,112,576 |
|
|
|
|
The fair value of the National Fuel Gas Company ESOP Fund reported in Level 2 is based
primarily on the quoted market value of National Fuel Gas Company common stock as well as the value
of cash positions, such as money market instruments, and receivables at the close of the Plan year.
The mutual funds reported in Level 1 are Securities and Exchange Commission (SEC) registered
investments. The fair values of the Plans mutual funds are based on quoted market prices as these
instruments have active markets. The fair value of the Plans interest in investment contracts
through a common/collective trust is based on the fair value of the underlying investments in the
common/collective trust at year-end. The audited financial statements of the common/collective
trust reported the majority of the investments of the common/collective trust in Level 2, which was
the lowest level of input significant to the fair value measurement.
8
The preceding methods described may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values. Furthermore, although the
Plan believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date.
NOTE 4 INCOME TAXES
The Internal Revenue Service has determined in a letter dated September 9, 2002 that the Plan
and related trust are designed in accordance with applicable sections of the Internal Revenue Code
(IRC). However, the Plan has been amended since receiving the determination letter. Under the
FASBs current authoritative guidance concerning accounting for uncertainty in income taxes, the
tax-qualified status of the Plan is deemed to be an uncertainty since events could potentially
occur to jeopardize that tax-qualified status. However, 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 IRC. Accordingly, the Plan financial statements do not have a
liability for unrecognized tax benefits and do not include any provisions for income taxes.
NOTE 5 PARTIES-IN-INTEREST
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard. Vanguard 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 $6,126,028 and $5,997,604 for the years ended December 31, 2010 and
December 31, 2009, respectively.
NOTE 6 INVESTMENTS
The following investments comprised more than 5% of Plan net assets available for benefits:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
National Fuel Gas Company ESOP Fund |
|
$ |
158,064,613 |
|
|
$ |
127,486,995 |
|
Vanguard 500 Index Fund |
|
|
41,483,033 |
|
|
|
38,746,773 |
|
Vanguard Total Bond Market Index Fund |
|
|
20,470,825 |
|
|
|
17,003,823 |
|
Vanguard Retirement Savings Trust |
|
|
19,778,179 |
|
|
|
17,739,498 |
|
The net appreciation in fair value of investments including realized gains (losses) on
investments sold during the years ended December 31, 2010 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended |
|
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
National Fuel Gas Company ESOP Fund |
|
$ |
38,326,920 |
|
|
$ |
47,843,031 |
|
Vanguard 500 Index Fund |
|
|
4,754,396 |
|
|
|
7,508,983 |
|
Vanguard Extended Market Index Fund |
|
|
1,940,930 |
|
|
|
1,941,502 |
|
Vanguard STAR Fund |
|
|
639,488 |
|
|
|
1,116,364 |
|
Vanguard Pacific Stock Index Fund |
|
|
437,406 |
|
|
|
540,539 |
|
Vanguard Total Bond Market Index Fund |
|
|
378,478 |
|
|
|
272,612 |
|
Vanguard European Stock Index Fund |
|
|
10,662 |
|
|
|
1,590,727 |
|
|
|
|
|
|
|
|
|
|
$ |
46,488,280 |
|
|
$ |
60,813,758 |
|
|
|
|
|
|
|
|
9
NOTE 7 INVESTMENT PROGRAMS
The funds listed below are the investment options for salary reduction contributions as of
December 31, 2010.
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.
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 synthetic investment
contracts backed by high-credit-quality fixed income investments and traditional investments issued
by insurance companies and banks. 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 Barclays Capital U.S. Aggregate Float Adjusted
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 value of $1. The fund invests primarily 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 60 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 8 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, 2010 and 2009 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Net assets available for benefits per the financial statements |
|
$ |
281,572,703 |
|
|
$ |
238,552,218 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
778,822 |
|
|
|
383,498 |
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
282,351,525 |
|
|
$ |
238,935,716 |
|
|
|
|
The following is a reconciliation of the statement of changes in net assets available for
benefits per the financial statements at December 31, 2010 and 2009 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
Increase in net assets available for benefits per
the financial statements |
|
$ |
43,020,485 |
|
|
$ |
66,207,000 |
|
Change in adjustment from contract value to fair value
for fully benefit-responsive investment contracts |
|
|
395,324 |
|
|
|
592,850 |
|
|
|
|
|
|
|
|
Increase in net assets available for benefits
per Form 5500 |
|
$ |
43,415,809 |
|
|
$ |
66,799,850 |
|
|
|
|
|
|
|
|
11
NOTE 9 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2010, the FASB issued authoritative guidance related to reporting loans to
participants by defined contribution plans. The new guidance clarifies how loans to participants
should be classified and measured by defined contribution pension benefit plans and should be
applied retrospectively to all prior periods presented. This authoritative guidance became
effective for the Plan year ended December 31, 2010, and the Plan applied the guidance
retrospectively on the Plans financial statements as required. The adoption of this guidance was
not significant to the financial statements taken as a whole as the unpaid principal balance on
loans to participants generally approximates fair value.
12
SCHEDULE I
NATIONAL FUEL GAS COMPANY
TAX-DEFERRED SAVINGS PLAN FOR NON-UNION EMPLOYEES
EIN: 13-1086010 PLAN No. 006
SCHEDULE H, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 (3,388,037 units)
|
|
**
|
|
$ |
158,064,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
500 Index Fund
(358,168 units)
|
|
**
|
|
|
41,483,033 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
Total Bond Market Index Fund
(1,931,210 units)
|
|
**
|
|
|
20,470,825 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
Extended Market Index Fund
(245,839 units)
|
|
**
|
|
|
10,143,298 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
STAR Fund
(523,823 units)
|
|
**
|
|
|
9,994,536 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
Prime Money Market Fund
(8,076,026 units)
|
|
**
|
|
|
8,076,026 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
European Stock Index Fund
(278,659 units)
|
|
**
|
|
|
7,300,860 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
Pacific Stock Index Fund
(379,803 units)
|
|
**
|
|
|
4,128,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Vanguard Mutual Funds
|
|
|
|
|
259,661,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common/Collective Trust (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Vanguard Group of
Investment Companies
|
|
Retirement Savings Trust
(18,999,357 units)
|
|
**
|
|
|
19,778,179 |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
National Fuel Gas Company
Tax Deferred Savings Plan
For Non-Union Employees
|
|
Participant Loan Account
(Interest rates range from 4.25% to 11.0%).
|
|
|
|
|
2,616,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
|
|
|
|
$ |
282,056,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Denotes known party-in-interest to the Plan. |
|
** |
|
Investments are participant directed, thus cost information is not required. |
|
(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. |
13
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
FOR NON-UNION EMPLOYEES
(Name of Plan)
|
|
|
|
|
By
|
|
/s/ D.P. Bauer |
|
|
|
D.P. Bauer |
|
|
|
Treasurer and Principal Financial Officer |
|
|
|
|
By
|
|
/s/ K.M. Camiolo |
|
|
|
K.M. Camiolo |
|
|
|
Controller and Principal Accounting Officer |
|
Date: June 24, 2011
14
EXHIBIT INDEX
|
|
|
Exhibit Number |
|
Description of Exhibit |
23
|
|
Consent of Independent Registered Public Accounting Firm |
15