þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
New Jersey | 13-1086010 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
6363 Main Street
Williamsville, New York |
14221 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Company
|
The Registrant, the Registrant and its subsidiaries or the Registrants subsidiaries as appropriate in the context of the disclosure | |
Data-Track
|
Data-Track Account Services, Inc. | |
Distribution Corporation
|
National Fuel Gas Distribution Corporation | |
Empire
|
Empire Pipeline, Inc. | |
ESNE
|
Energy Systems North East, LLC | |
Highland
|
Highland Forest Resources, Inc. | |
Horizon
|
Horizon Energy Development, Inc. | |
Horizon LFG
|
Horizon LFG, Inc. | |
Horizon Power
|
Horizon Power, Inc. | |
Leidy Hub
|
Leidy Hub, Inc. | |
Midstream
|
National Fuel Gas Midstream Corporation | |
Model City
|
Model City Energy, LLC | |
National Fuel
|
National Fuel Gas Company | |
NFR
|
National Fuel Resources, Inc. | |
Registrant
|
National Fuel Gas Company | |
SECI
|
Seneca Energy Canada Inc. | |
Seneca
|
Seneca Resources Corporation | |
Seneca Energy
|
Seneca Energy II, LLC | |
Supply Corporation
|
National Fuel Gas Supply Corporation |
FASB
|
Financial Accounting Standards Board | |
FERC
|
Federal Energy Regulatory Commission | |
NYDEC
|
New York State Department of Environmental Conservation | |
NYPSC
|
State of New York Public Service Commission | |
PaPUC
|
Pennsylvania Public Utility Commission | |
SEC
|
Securities and Exchange Commission |
2008 Form 10-K
|
The Companys Annual Report on Form 10-K for the year ended September 30, 2008, as amended | |
ARB 51
|
Accounting Research Bulletin No. 51, Consolidated Financial Statements | |
Bbl
|
Barrel (of oil) | |
Bcf
|
Billion cubic feet (of natural gas) | |
Board foot
|
A measure of lumber and/or timber equal to 12 inches in length by 12
inches in width by one inch in thickness.
|
|
Btu
|
British thermal unit; the amount of heat needed to raise the temperature
of one pound of water one degree Fahrenheit.
|
|
Capital expenditure
|
Represents additions to property, plant, and equipment, or the amount of
money a company spends to buy capital assets or upgrade its existing capital assets.
|
|
Degree day
|
A measure of the coldness of the weather experienced, based on the
extent to which the daily average temperature falls below a reference
temperature, usually 65 degrees Fahrenheit.
|
|
Derivative
|
A financial instrument or other contract, the terms of which include an
underlying variable (a price, interest rate, index rate, exchange rate, or
other variable) and a notional amount (number of units, barrels, cubic
feet, etc.). The terms also permit for the instrument or contract to be
settled net and no initial net investment is required to enter into the
financial instrument or contract. Examples include futures contracts,
options, no cost collars and swaps.
|
|
Development costs
|
Costs incurred to obtain access to proved reserves and to provide
facilities for extracting, treating, gathering and storing the oil and gas.
|
|
Dth
|
Decatherm; one Dth of natural gas has a heating value of 1,000,000
British thermal units, approximately equal to the heating value of 1 Mcf of natural gas.
|
-2-
Exchange Act
|
Securities Exchange Act of 1934, as amended | |
Expenditures for
long-lived assets |
Includes capital expenditures, stock acquisitions and/or investments in partnerships. | |
Exploration costs
|
Costs incurred in identifying areas that may warrant examination, as well
as costs incurred in examining specific areas, including drilling
exploratory wells.
|
|
FIN
|
FASB Interpretation Number | |
FIN 48
|
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
- an interpretation of SFAS 109
|
|
Firm transportation
and/or storage |
The transportation and/or storage service that a supplier of such service
is obligated by contract to provide and for which the customer is
obligated to pay whether or not the service is utilized.
|
|
GAAP
|
Accounting principles generally accepted in the United States of America
|
|
Goodwill
|
An intangible asset representing the difference between the fair value of
a company and the price at which a company is purchased.
|
|
Hedging
|
A method of minimizing the impact of price, interest rate, and/or foreign
currency exchange rate changes, often times through the use of
derivative financial instruments.
|
|
Hub
|
Location where pipelines intersect enabling the trading, transportation,
storage, exchange, lending and borrowing of natural gas.
|
|
Interruptible transportation
and/or storage |
The transportation and/or storage service that, in accordance with
contractual arrangements, can be interrupted by the supplier of such
service, and for which the customer does not pay unless utilized.
|
|
LIBOR
|
London Interbank Offered Rate | |
LIFO
|
Last-in, first-out | |
Mbbl
|
Thousand barrels (of oil) | |
Mcf
|
Thousand cubic feet (of natural gas) | |
MD&A
|
Managements Discussion and Analysis of Financial Condition and
Results of Operations
|
|
MDth
|
Thousand decatherms (of natural gas) | |
MMBtu
|
Million British thermal units | |
MMcf
|
Million cubic feet (of natural gas) | |
NYMEX
|
New York Mercantile Exchange. An exchange which maintains a futures
market for crude oil and natural gas.
|
|
Open Season
|
A bidding procedure used by pipelines to allocate firm transportation or
storage capacity among prospective shippers, in which all bids
submitted during a defined (Open Season) time period are evaluated
as if they had been submitted simultaneously.
|
|
Proved developed reserves
|
Reserves that can be expected to be recovered through existing wells
with existing equipment and operating methods.
|
|
Proved undeveloped reserves
|
Reserves that are expected to be recovered from new wells on undrilled
acreage, or from existing wells where a relatively major
expenditure is
required to make these reserves productive.
|
|
PRP
|
Potentially responsible party | |
Reserves
|
The unproduced but recoverable oil and/or gas in place in a formation
which has been proven by production.
|
|
Restructuring
|
Generally referring to partial deregulation of the utility industry by
statutory or regulatory process. Restructuring of federally regulated
natural gas pipelines resulted in the separation (or unbundling) of gas
commodity service from transportation service for wholesale and large-
volume retail markets. State restructuring programs attempt to extend
the same process to retail mass markets.
|
|
SAR
|
Stock-settled stock appreciation right | |
SFAS
|
Statement of Financial Accounting Standards | |
SFAS 87
|
Statement of Financial Accounting Standards No. 87, Employers
Accounting for Pensions
|
-3-
-4-
-5-
Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes
Statement of Financial Accounting Standards No. 123R, Share-Based
Payment
SFAS 133
Investments in corporations.
Voluntary Employees Beneficiary Association
Page
6
7 - 8
9
10
11 - 23
24 - 42
42
42
42
42 - 44
45
45 - 46
47
EX-10.1
EX-10.2
EX-10.3
EX-12
EX-31.1
EX-31.2
EX-32
EX-99
The Company has nothing to report under this item.
Table of Contents
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
-21-
-22-
-23-
-24-
-25-
-26-
-27-
-28-
-29-
-30-
-31-
-32-
-33-
-34-
-35-
-36-
-37-
-38-
-39-
-40-
-41-
-42-
-43-
Table of Contents
December 31,
September 30,
(Thousands of Dollars)
2008
2008
$
4,982,596
$
4,873,969
1,938,841
1,719,869
3,043,755
3,154,100
136,685
68,239
3,743
1
229,220
185,397
79,404
24,364
64,279
87,294
25,694
31,317
26,716
37,708
56,385
65,158
6,340
628,466
499,478
83,541
82,506
13,531
13,978
190,890
189,587
4,233
4,417
69,801
80,640
13,443
16,279
5,476
5,476
25,620
26,174
20,775
21,034
111,303
28,786
13,353
7,732
551,966
476,609
$
4,224,187
$
4,130,187
Table of Contents
Consolidated Balance Sheets
(Unaudited)
December 31,
September 30,
(Thousands of Dollars)
2008
2008
$
79,513
$
79,121
580,377
567,716
884,476
953,799
1,544,366
1,600,636
50,101
2,963
1,594,467
1,603,599
999,000
999,000
2,593,467
2,602,599
66,000
100,000
100,000
197,968
142,520
4,715
2,753
25,841
25,714
15,557
22,114
30,093
33,017
65,415
45,220
1,871
2,941
1,362
508,530
374,571
604,044
634,372
18,452
18,449
4,516
4,691
103,877
103,100
96,378
91,933
73,076
78,909
92,597
93,247
129,250
128,316
1,122,190
1,153,017
$
4,224,187
$
4,130,187
Table of Contents
Table of Contents
Three Months Ended
December 31,
(Thousands of Dollars)
2008
2007
$
(42,678
)
$
70,604
8
(18
)
(10,032
)
(1,201
)
118,880
(20,859
)
(28,792
)
5,421
80,064
(16,657
)
(3,791
)
(59
)
48,128
(8,648
)
(11,411
)
2,133
32,926
(6,574
)
47,138
(10,083
)
$
4,460
$
60,521
Table of Contents
Table of Contents
Table of Contents
At December 31, 2008
At September 30, 2008
$
(19,741
)
$
(19,741
)
(63
)
(71
)
69,320
15,949
585
6,826
$
50,101
$
2,963
(1)
Includes a balanced equity mutual fund that is in an unrealized loss position
of $3.3 million ($2.1 million after taxes) and $1.1 million ($0.7 million after taxes) at December
31, 2008 and September 30, 2008, respectively. The fair value of this investment was $10.9 million
at December 31, 2008 and $12.4 million at September 30, 2008. This investment has been in an
unrealized loss position for less than twelve months. Based on this fact and the fact that
management has the intent and ability to hold the investment for a sufficient period of time for
the asset to recover in value, management does not consider this investment to be other than
temporarily impaired.
Table of Contents
Table of Contents
Table of Contents
Recurring Fair Value Measures
At fair value as of December 31, 2008
(Dollars in thousands)
Level 1
Level 2
Level 3
Total
$
114,547
$
$
$
114,547
28,273
83,030
111,303
17,715
17,715
3,743
3,743
$
136,005
$
28,273
$
83,030
$
247,308
$
2,941
$
$
$
2,941
$
2,941
$
$
$
2,941
Table of Contents
Total Gains/Losses
Realized and Unrealized
Included in Other
Transfer
October 1,
Included in
Comprehensive
In/Out of
December 31,
(Dollars in thousands)
2008
Earnings
Income
Level 3
2008
$
7,110
$
(3,716
)
(1)
$
79,636
$
$
83,030
$
7,110
$
(3,716
)
$
79,636
$
$
83,030
$
(777
)
$
(12,104
)
(1)
$
12,881
$
$
$
(777
)
$
(12,104
)
$
12,881
$
$
(1)
Amounts are reported in Operating Revenues in the Consolidated Statement of Income
for the three months ended December 31, 2008.
Three Months Ended
December 31,
2008
2007
$
26,518
$
34,259
7,819
5,459
(54,055
)
(80
)
(15,571
)
5,376
(35,289
)
45,014
(174
)
(174
)
$
(35,463
)
$
44,840
$
(174
)
$
(174
)
(35,289
)
45,014
$
(35,463
)
$
44,840
Table of Contents
Three Months Ended
December 31,
2008
2007
$
(78,141
)
$
115,444
$
(27,349
)
$
40,405
(5,039
)
7,043
(3,075
)
(2,608
)
$
(35,463
)
$
44,840
-
At December 31, 2008
At September 30, 2008
$
614,556
$
673,313
44,345
43,340
47,856
14,936
36,975
40,455
743,732
772,044
(44,831
)
(43,340
)
(101,197
)
(92,461
)
(146,028
)
(135,801
)
$
597,704
$
636,243
$
(6,340
)
$
1,871
604,044
634,372
$
597,704
$
636,243
Table of Contents
Table of Contents
Table of Contents
Exploration
Corporate and
Pipeline and
and
Energy
Total Reportable
Intersegment
Total
Utility
Storage
Production
Marketing
Segments
All Other
Eliminations
Consolidated
$
349,637
$
35,267
$
96,712
$
115,007
$
596,623
$
10,325
$
215
$
607,163
$
4,553
$
20,837
$
$
$
25,390
$
2,322
$
(27,712
)
$
$
22,088
$
17,176
$
(83,557
)
$
599
$
(43,694
)
$
(868
)
$
1,884
$
(42,678
)
Exploration
Corporate and
Pipeline and
and
Energy
Total Reportable
Intersegment
Total
Utility
Storage
Production
Marketing
Segments
All Other
Eliminations
Consolidated
$
327,125
$
31,884
$
107,955
$
86,719
$
553,683
$
14,450
$
135
$
568,268
$
4,299
$
20,347
$
$
$
24,646
$
2,714
$
(27,360
)
$
$
20,217
$
12,778
$
34,022
$
954
$
67,971
$
2,736
$
(103
)
$
70,604
Table of Contents
At September 30,
At December 31, 2008
2008
Gross
Net
Net
Carrying
Accumulated
Carrying
Carrying
Amount
Amortization
Amount
Amount
$
8,580
$
(6,213
)
$
2,367
$
2,522
31,864
(8,611
)
23,253
23,652
$
40,444
$
(14,824
)
$
25,620
$
26,174
$
554
$
666
Retirement Plan
Other Post-Retirement Benefits
2008
2007
2008
2007
$
2,728
$
3,150
$
950
$
1,276
11,709
11,237
6,875
6,771
(14,489
)
(13,750
)
(7,904
)
(8,429
)
183
202
(268
)
1
566
1,782
1,419
2,766
2,318
732
3,240
1,100
4,339
7,212
$
4,790
$
4,705
$
6,876
$
9,345
(1)
The Companys policy is to record retirement plan and other post-retirement benefit
costs in the Utility segment on a volumetric basis to reflect the fact that the Utility segment
experiences higher throughput of natural gas in the winter months and lower throughput of natural
gas in the summer months.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Increase
2008
2007
(Decrease)
$
22,088
$
20,217
$
1,871
17,176
12,778
4,398
(83,557
)
34,022
(117,579
)
599
954
(355
)
(43,694
)
67,971
(111,665
)
(868
)
2,736
(3,604
)
1,884
(103
)
1,987
$
(42,678
)
$
70,604
$
(113,282
)
Increase
2008
2007
(Decrease)
$
272,418
$
246,797
$
25,621
41,333
38,033
3,300
2,106
1,651
455
315,857
286,481
29,376
32,011
33,424
(1,413
)
3,732
8,213
(4,481
)
2,590
3,306
(716
)
$
354,190
$
331,424
$
22,766
Table of Contents
Increase
2008
2007
(Decrease)
18,166
17,127
1,039
2,911
2,877
34
143
123
20
21,220
20,127
1,093
17,473
17,827
(354
)
512
1,031
(519
)
39,205
38,985
220
Percent
Colder (Warmer) Than
Normal
2008
2007
Normal
Prior Year
2,260
2,313
2,094
2.3
10.5
2,081
2,067
1,871
(0.7
)
10.5
Table of Contents
2008
2007
Increase
$
33,105
$
31,406
$
1,699
1,103
991
112
34,208
32,397
1,811
16,686
16,621
65
5,210
3,213
1,997
$
56,104
$
52,231
$
3,873
2008
2007
Increase
110,315
92,883
17,432
1,792
1,083
709
112,107
93,966
18,141
Table of Contents
Increase
2008
2007
(Decrease)
$
41,093
$
45,557
$
(4,464
)
53,071
59,643
(6,572
)
7,328
11,075
(3,747
)
417
(1,309
)
1,726
(5,197
)
(7,011
)
1,814
$
96,712
$
107,955
$
(11,243
)
(1)
Represents the elimination of certain West Coast gas production revenue included in
Gas (after Hedging) in the table above that was sold to the gas processing plant shown in the
table above. An elimination for the same dollar amount was made to reduce the gas processing
plants Purchased Gas expense.
Increase
2008
2007
(Decrease)
1,746
2,826
(1,080
)
1,022
1,027
(5
)
1,851
1,917
(66
)
4,619
5,770
(1,151
)
128
156
(28
)
682
629
53
15
37
(22
)
825
822
3
Increase
2008
2007
(Decrease)
$
7.04
$
7.14
$
(0.10
)
$
5.02
$
6.77
$
(1.75
)
$
8.53
$
7.45
$
1.08
$
7.19
$
7.18
$
0.01
$
8.90
$
7.90
$
1.00
$
56.19
$
89.84
$
(33.65
)
$
48.01
$
81.80
$
(33.79
)
$
69.06
$
84.12
$
(15.06
)
$
49.66
$
83.43
$
(33.77
)
$
64.34
$
72.59
$
(8.25
)
Table of Contents
2008
2007
Increase
$
114,984
$
86,735
$
28,249
23
(16
)
39
$
115,007
$
86,719
$
28,288
2008
2007
Increase
13,136
10,841
2,295
Table of Contents
Table of Contents
Table of Contents
(Millions)
Increase
2008
2007
(Decrease)
$
13.6
$
12.7
$
0.9
19.5
25.3
(5.8
)
86.4
30.7
55.7
1.0
(1.0
)
(0.3
)
(0.3
)
$
119.2
$
69.7
$
49.5
(1)
Amount for the three months ended December 31, 2008 excludes $16.8 million of
capital expenditures related to the Empire Connector project accrued at September 30, 2008 and paid
during the three months ended December 31, 2008. This amount was excluded from the Consolidated
Statement of Cash Flows at September 30, 2008 since it represented a non-cash investing activity at
that date. The amount has been included in the Consolidated Statement of Cash Flows at December
31, 2008.
(2)
Amount includes $51.7 million of accrued capital expenditures at December 31, 2008,
the majority of which was for lease acquisitions in the Appalachian region. This amount has been
excluded from the Consolidated Statement of Cash Flows at December 31, 2008 since it represents a
non-cash investing activity at that date.
(3)
Represents $0.3 million of capital expenditures in the Pipeline and Storage segment
for the purchase of pipeline facilities from the Appalachian region of the Exploration and
Production segment during the quarter ended December 31, 2008.
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
1.
Financial and economic conditions, including the availability of credit, and their effect on
the Companys ability to obtain financing on acceptable terms for working capital, capital
expenditures and other investments;
2.
Occurrences affecting the Companys ability to obtain financing under credit lines or other
credit facilities or through the issuance of commercial paper, other short-term notes or debt
or equity securities, including any downgrades in the Companys credit ratings and changes in
interest rates and other capital market conditions;
3.
Changes in economic conditions, including global, national or regional recessions, and their
effect on the demand for, and customers ability to pay for, the Companys products and
services;
4.
The creditworthiness or performance of the Companys key suppliers, customers and
counterparties;
5.
Economic disruptions or uninsured losses resulting from terrorist activities, acts of war,
major accidents, fires, hurricanes, other severe weather, pest infestation or other natural
disasters;
6.
Changes in actuarial assumptions, the interest rate environment and the return on plan/trust
assets related to the Companys pension and other post-retirement benefits, which can affect
future funding obligations and costs and plan liabilities;
7.
Changes in demographic patterns and weather conditions;
Table of Contents
8.
Changes in the availability and/or price of natural gas or oil and the effect of such changes
on the accounting treatment of derivative financial instruments or the valuation of the
Companys natural gas and oil reserves;
9.
Impairments under the SECs full cost ceiling test for natural gas and oil reserves;
10.
Uncertainty of oil and gas reserve estimates;
11.
Ability to successfully identify, drill for and produce economically viable natural gas and
oil reserves, including shortages, delays or unavailability of equipment and services required
in drilling operations;
12.
Significant changes from expectations in the Companys actual production levels for natural
gas or oil;
13.
Changes in the availability and/or price of derivative financial instruments;
14.
Changes in the price differentials between various types of oil;
15.
Inability to obtain new customers or retain existing ones;
16.
Significant changes in competitive factors affecting the Company;
17.
Changes in laws and regulations to which the Company is subject, including tax,
environmental, safety and employment laws and regulations;
18.
Governmental/regulatory actions, initiatives and proceedings, including those involving
acquisitions, financings, rate cases (which address, among other things, allowed rates of
return, rate design and retained natural gas), affiliate relationships, industry structure,
franchise renewal, and environmental/safety requirements;
19.
Unanticipated impacts of restructuring initiatives in the natural gas and electric
industries;
20.
Significant changes from expectations in actual capital expenditures and operating expenses
and unanticipated project delays or changes in project costs or plans;
21.
The nature and projected profitability of pending and potential projects and other
investments, and the ability to obtain necessary governmental approvals and permits;
22.
Ability to successfully identify and finance acquisitions or other investments and ability to
operate and integrate existing and any subsequently acquired business or properties;
23.
Significant changes in tax rates or policies or in rates of inflation or interest;
24.
Significant changes in the Companys relationship with its employees or contractors and the
potential adverse effects if labor disputes, grievances or shortages were to occur;
25.
Changes in accounting principles or the application of such principles to the Company;
26.
The cost and effects of legal and administrative claims against the Company or activist
shareholder campaigns to effect changes at the Company;
27.
Increasing health care costs and the resulting effect on health insurance premiums and on the
obligation to provide other post-retirement benefits; or
28.
Increasing costs of insurance, changes in coverage and the ability to obtain insurance.
Table of Contents
Table of Contents
Table of Contents
-44-
-45-
-46-
Table of Contents
Total Number of
Maximum Number
Shares Purchased
of Shares that May
as Part of Publicly
Yet Be Purchased
Total Number of
Announced Share
Under Share
Shares
Average Price
Repurchase Plans
Repurchase Plans
Period
Purchased
(a)
Paid per Share
or Programs
or Programs
(b)
10,929
$35.07
6,971,019
11,005
$32.31
6,971,019
309,344
$29.79
6,971,019
331,278
$30.05
6,971,019
(a)
Represents (i) shares of common stock of the Company purchased on the open market
with Company matching contributions for the accounts of participants in the Companys 401(k)
plans, and (ii) shares of common stock of the Company tendered to the Company by holders of
stock options or shares of restricted stock for the payment of option exercise prices or
applicable withholding taxes. During the quarter ended December 31, 2008, the Company did not
purchase any shares of its common stock pursuant to its publicly announced share repurchase
program. Of the 331,278 shares
purchased other than through a publicly announced share repurchase program, 34,170 were purchased
for the Companys 401(k) plans and 297,108 were purchased as a result of shares tendered to the
Company by holders of stock options or shares of restricted stock.
(b)
In December 2005, the Companys Board of Directors authorized the repurchase of up
to eight million shares of the Companys common stock. The Company completed the repurchase
of the eight million shares during 2008. In September 2008, the Companys Board of Directors
authorized the repurchase of an additional eight million shares of the Companys common stock.
The Company had, however, stopped repurchasing shares after September 17, 2008 in light of
the unsettled nature of the credit markets. However, such repurchases may be made in the
future if conditions improve. Such repurchases would be made in the open market or through
private transactions.
Exhibit
Number
Description of Exhibit
Amended and Restated Rights Agreement, dated as of December 4, 2008,
between National Fuel Gas Company and The Bank of New York (incorporated
herein by reference to Exhibit 4.1, Form 8-K dated December 4, 2008).
Description of long-term performance incentives under the
National Fuel Gas Company Performance Incentive Program.
Form of Stock Appreciation Right Award Notice under the
National Fuel Gas Company 1997 Award and Option Plan.
Table of Contents
Exhibit
Number
Description of Exhibit
Description of performance goals under the Amended and Restated
National Fuel Gas Company 2007 Annual At Risk Compensation Incentive Program
and the National Fuel Gas Company Executive Annual Cash Incentive Program.
Statements regarding Computation of Ratios:
Ratio of Earnings to Fixed Charges for the Twelve Months Ended
December 31, 2008 and the Fiscal Years Ended September 30, 2004
through 2008.
Written statements of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.
Written statements of Principal Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
National Fuel Gas Company Consolidated Statement of Income for the
Twelve Months Ended December 31, 2008 and 2007.
Incorporated herein by reference as
indicated.
Table of Contents
-47-
NATIONAL FUEL GAS COMPANY
(Registrant)
/s/ R. J. Tanski
R. J. Tanski
Treasurer and Principal Financial Officer
/s/ K. M. Camiolo
K. M. Camiolo
Controller and Principal Accounting Officer
Incremental | ||||
Number of | ||||
Shares Subject | ||||
Date | to SAR | |||
Exercisable | Performance Condition | Exercisable | ||
|
||||
[one year after date
of grant]
|
For fiscal [year], with respect to the Companys Exploration and Production segment, increase [certain oil and natural gas] production by [___%] over the [prior fiscal year] | [1/3 of aggregate number of shares subject to SAR] | ||
|
||||
[two years after date
of grant]
|
For fiscal [year], with respect to the Companys Exploration and Production segment, increase [certain oil and natural gas] production by [___%] over the [prior fiscal year] | [1/3 of aggregate number of shares subject to SAR] | ||
|
||||
[three years after
date of grant]
|
For fiscal [year], with respect to the Companys Exploration and Production segment, increase [certain oil and natural gas] production by [___%] over the [prior fiscal year] | [1/3 of aggregate number of shares subject to SAR] |
Very truly yours,
NATIONAL FUEL GAS COMPANY |
||||
By: | ||||
[Name] | ||||
[Title] | ||||
By: | ||||
Grantee | ||||
(1) | Investment Tax Credit is included in Other Income. | |
(2) | Rentals shown above represent the portion of all rentals (other than delay rentals) deemed representative of the interest factor. | |
(3) | Fiscal 2005 includes the Impairment of Investment in Partnership of $4,158. |
/s/ D. F. Smith | ||||
D. F. Smith | ||||
President and Chief Executive Officer |
/s/ R. J. Tanski | ||||
R. J. Tanski | ||||
Treasurer and Principal Financial Officer |
1. | The Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (the Report) fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended; and | ||
2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ D. F. Smith | ||||
President and Chief Executive Officer | ||||
/s/ R. J. Tanski | ||||
Treasurer and Principal Financial Officer | ||||
Twelve Months Ended | ||||||||
December 31 | ||||||||
2008 | 2007 | |||||||
(Thousands of Dollars) | ||||||||
INCOME
|
||||||||
Operating Revenues
|
$ | 2,439,256 | $ | 2,117,176 | ||||
|
||||||||
|
||||||||
Operating Expenses
|
||||||||
Purchased Gas
|
1,285,880 | 1,053,152 | ||||||
Operation and Maintenance
|
431,750 | 404,159 | ||||||
Property, Franchise and Other Taxes
|
76,675 | 71,381 | ||||||
Depreciation, Depletion and Amortization
|
168,844 | 162,633 | ||||||
Impairment of Oil and Gas Producing Properties
|
182,811 | | ||||||
|
||||||||
|
2,145,960 | 1,691,325 | ||||||
|
||||||||
|
||||||||
Operating Income
|
293,296 | 425,851 | ||||||
|
||||||||
Other Income (Expense):
|
||||||||
Income from Unconsolidated Subsidiaries
|
3,342 | 6,023 | ||||||
Interest Income
|
9,614 | 3,558 | ||||||
Other Income
|
11,450 | 5,474 | ||||||
Interest Expense on Long-Term Debt
|
(71,866 | ) | (68,692 | ) | ||||
Other Interest Expense
|
(2,771 | ) | (4,903 | ) | ||||
|
||||||||
|
||||||||
Income from Continuing Operations Before Income Taxes
|
243,065 | 367,311 | ||||||
|
||||||||
Income Tax Expense
|
87,619 | 145,720 | ||||||
|
||||||||
|
||||||||
Income from Continuing Operations
|
155,446 | 221,591 | ||||||
|
||||||||
Income (Loss) from Discontinued Operations
|
| 131,948 | ||||||
|
||||||||
|
||||||||
Net Income Available for Common Stock
|
$ | 155,446 | $ | 353,539 | ||||
|
||||||||
|
||||||||
Earnings Per Common Share:
|
||||||||
Basic
|
||||||||
Income from Continuing Operations
|
$ | 1.91 | $ | 2.66 | ||||
Income (Loss) from Discontinued Operations
|
| 1.58 | ||||||
|
||||||||
Net Income Available for Common Stock
|
$ | 1.91 | $ | 4.24 | ||||
|
||||||||
|
||||||||
Diluted
|
||||||||
Income from Continuing Operations
|
$ | 1.87 | $ | 2.59 | ||||
Income (Loss) from Discontinued Operations
|
| 1.54 | ||||||
|
||||||||
Net Income Available for Common Stock
|
$ | 1.87 | $ | 4.13 | ||||
|
||||||||
|
||||||||
Weighted Average Common Shares Outstanding:
|
||||||||
Used in Basic Calculation
|
81,217,898 | 83,376,508 | ||||||
|
||||||||
|
||||||||
Used in Diluted Calculation
|
83,112,216 | 85,541,214 | ||||||
|