-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxlvHBj48hPJRbVbtw+NwuBFixq5AlZu5o8U4SxSkdu9AVxTdvR3wLFU+yTIHaWh xp1lBd1LZb5SrziMx32S+Q== 0000070145-97-000072.txt : 19971224 0000070145-97-000072.hdr.sgml : 19971224 ACCESSION NUMBER: 0000070145-97-000072 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971223 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-03880 FILM NUMBER: 97743226 BUSINESS ADDRESS: STREET 1: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 7168576980 MAIL ADDRESS: STREET 1: 10 LAFAYETTE SQ STREET 2: 10 LAFAYETTE SQ CITY: BUFFALO STATE: NY ZIP: 14203 10-K 1 United States Securities and Exchange Commission Washington, D.C. 20549 Form 10-K Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 1997 Commission File Number 1-3880 National Fuel Gas Company (Exact name of registrant as specified in its charter) New Jersey 13-1086010 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10 Lafayette Square 14203 Buffalo, New York (Zip Code) (Address of principal executive offices) (716) 857-6980 Registrant's telephone number, including area code ----------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, $1 Par Value, and New York Stock Exchange Common Stock Purchase Rights Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES X NO ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by nonaffiliates of the registrant amounted to $1,707,884,000 as of November 30, 1997. Common Stock, $1 Par Value, outstanding as of November 30, 1997: 38,216,910 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Annual Report to Shareholders for 1997 are incorporated by reference into Part I of this report. Portions of the registrant's definitive Proxy Statement for the Annual Meeting of Shareholders to be held February 26, 1998 are incorporated by reference into Part III of this report. National Fuel Gas Company Form 10-K Annual Report For the Fiscal Year Ended September 30, 1997 Table of Contents Page ---- Part I - ------ Item 1. Business The Company and its Subsidiaries 19 Rates and Regulation 21 The Utility Segment 21 The Pipeline and Storage Segment 22 The Exploration and Production Segment 22 The Other Nonregulated Segment 23 Sources and Availability of Raw Materials 23 Competition 23 Seasonality 25 Capital Expenditures 25 Environmental Matters 25 Miscellaneous 25 Executive Officers of the Company 26 Item 2. Properties General Information on Facilities 27 Exploration and Production Activities 27 Item 3. Legal Proceedings 28 Item 4. Submission of Matters to a Vote of Security Holders 28 Part II - ------- Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters 29 Item 6. Selected Financial Data 30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 49 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 78 Part III - -------- Item 10. Directors and Executive Officers of the Registrant 78 Item 11. Executive Compensation 78 Item 12. Security Ownership of Certain Beneficial Owners and Management 78 Item 13. Certain Relationships and Related Transactions 78 Part IV - ------- Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 79 Signatures 82 - ---------- This combined Annual Report to Shareholders/Form 10-K contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements should be read with the cautionary statements included in this combined Annual Report to Shareholders/Form 10-K at Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A), under the heading "Safe Harbor for Forward-Looking Statements." Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those statements that are designated with a "1" following the statement, as well as those statements that are identified by the use of the words "anticipates," "estimates," "expects," "intends," "plans," "predicts," "projects," and similar expressions. PART I ------ ITEM 1 Business The Company and its Subsidiaries National Fuel Gas Company (the Company or Registrant), a registered holding company under the Public Utility Holding Company Act of 1935, as amended (the Holding Company Act), was organized under the laws of the State of New Jersey in 1902. The Company is engaged in the business of owning and holding securities issued by its subsidiary companies. Except as otherwise indicated below, the Company owns all of the outstanding securities of its subsidiaries. Reference to "the Company" in this report means the Registrant or the Registrant and its subsidiaries collectively, as appropriate in the context of the disclosure. The Company is an integrated natural gas operation consisting of three major business segments: 1. The Utility segment is carried out by National Fuel Gas Distribution Corporation (Distribution Corporation), a New York corporation. Distribution Corporation sells natural gas and provides natural gas transportation services through a local distribution system located in western New York and northwestern Pennsylvania (principal metropolitan areas: Buffalo, Niagara Falls and Jamestown, New York; Erie and Sharon, Pennsylvania). 2. The Pipeline and Storage segment is carried out by National Fuel Gas Supply Corporation (Supply Corporation), a Pennsylvania corporation, and by Seneca Independence Pipeline Company (SIP), a Delaware corporation. Supply Corporation provides interstate natural gas transportation and storage services for affiliated and nonaffiliated companies through (i) an integrated gas pipeline system extending from southwestern Pennsylvania to the New York-Canadian border at the Niagara River, and (ii) 30 underground natural gas storage fields owned and operated by Supply Corporation and four other underground natural gas storage fields operated jointly with various major interstate gas pipeline companies. SIP has agreed to purchase, upon receipt of regulatory approval, a one-third general partnership interest in Independence Pipeline Company (Independence), a Delaware general partnership. Independence, after receipt of regulatory approvals, plans to construct and operate the Independence Pipeline, a 370-mile interstate pipeline system which would transport about 900,000 dekatherms per day (Dth/day) of natural gas from Defiance, Ohio to Leidy, Pennsylvania. 3. The Exploration and Production segment is carried out by Seneca Resources Corporation (Seneca), a Pennsylvania corporation. Seneca is engaged in the exploration for, and the development and purchase of, natural gas and oil reserves in the Gulf Coast of Texas, Louisiana, and Alabama, in California, in Wyoming, and in the Appalachian region of the United States. The Other Nonregulated segment is carried out by the following subsidiaries: * Horizon Energy Development, Inc. (Horizon), a New York corporation formed in 1995 to engage in foreign and domestic energy projects through investment as a sole or partial owner in various business entities including Beheer-en- Beleggingsmaatschappij Bruwabel B.V. (Bruwabel), a Dutch company whose principal asset is an equity investment in Severoceske Teplarny, a.s. (SCT), a company with district heating and power generation operations located in the northern part of the Czech Republic. Bruwabel also owns and operates an additional district heating plant and a power development group in the Czech Republic. * National Fuel Resources, Inc. (NFR), a New York corporation engaged in the marketing and brokerage of natural gas and electricity, and the performance of energy management services for utilities and end-users located in the northeastern and midwestern United States; * Niagara Energy Trading Inc. (NET), a New York corporation formed in July 1997 to engage in wholesale natural gas trading and other energy-related activities; * Niagara Independence Marketing Company (NIM), a Delaware corporation formed in September 1997 to own a one-third general partnership interest in DirectLink Gas Marketing Company (DirectLink), a Delaware general partnership which will engage in natural gas marketing and related businesses, in part by subscribing for firm transportation capacity on the Independence Pipeline (see Pipeline and Storage segment discussion below); * Leidy Hub, Inc. (Leidy), a New York corporation engaged in providing various natural gas hub services to customers in the northeastern, mid-Atlantic, Chicago and Los Angeles areas of the United States and Ontario, Canada, through (i) Leidy's 50% ownership of Ellisburg-Leidy Northeast Hub Company (a Pennsylvania general partnership) and (ii) Leidy's 14.5% ownership of Enerchange, L.L.C. (Enerchange) (a Delaware limited liability company which in turn owns QuickTrade, L.L.C., another Delaware limited liability company); * Seneca is also engaged in the marketing of timber from its Pennsylvania land holdings; * Highland Land & Minerals, Inc. (Highland), a Pennsylvania corporation which operates a sawmill and kiln in Kane, Pennsylvania and a sawmill in Kersey, Pennsylvania; * Data-Track Account Services, Inc. (Data-Track), a New York corporation which provides collection services (principally issuing collection notices) for the Company's subsidiaries (principally Distribution Corporation); and * Utility Constructors, Inc. (UCI), a Pennsylvania corporation which discontinued its operations (primarily pipeline construction) in 1995 and whose affairs are being wound down. Financial information about each of the Company's business segments can be found in Item 8 at Note I Business Segment Information. No single customer, or group of customers under common control, accounted for more than 10% of the Company's consolidated revenues in 1997. All references to years in this report are to the Company's fiscal year ended September 30 unless otherwise noted. The discussion of the Company's business segments as contained in the Letter to Shareholders, which is included on pages 4 to 16 of the paper copy of the Company's combined Annual Report to Shareholders/Form 10-K, is included in this electronic filing as Exhibit 13 and is incorporated herein by reference. Rates and Regulation The Company is subject to regulation by the Securities and Exchange Commission (SEC) under the broad regulatory provisions of the Holding Company Act, including provisions relating to issuance of securities, sales and acquisitions of securities and utility assets, intra-Company transactions and limitations on diversification. The SEC has recommended legislation to repeal conditionally the Holding Company Act, in conjunction with legislation which would allow the various state regulatory commissions to have access to such books and records of companies in a holding company system as would be necessary for effective regulation, and allow for federal audit authority and oversight of affiliate transactions. However, the additional proposed access to Company books and records by state regulatory commissions would correspondingly increase the amount of regulatory burden at the state level. In addition, recent SEC rule changes have reduced the number of applications required to be filed under the Holding Company Act, exempted some routine financings and expanded diversification opportunities. The Company is unable to predict at this time what the ultimate outcome of legislative and/or regulatory changes will be, and therefore what the impact on the Company might be.1 The Utility segment's rates, services and other matters are regulated by the Public Service Commission of the State of New York (PSC) with respect to services provided within New York, and by the Pennsylvania Public Utility Commission (PaPUC) with respect to services provided within Pennsylvania. For additional discussion of the Utility segment's rates and regulation, see Item 7 under the heading "Rate Matters," and Item 8 at Note B-Regulatory Matters. The Pipeline and Storage segment's rates, services and other matters are regulated by the Federal Energy Regulatory Commission (FERC). SIP is not itself regulated by the FERC, but its sole business will be the ownership of an interest in Independence, whose rates, services and other matters will be regulated by the FERC. For additional discussion of the Pipeline and Storage segment's rates and regulation, see Item 7 under the heading "Rate Matters," and Item 8 at Note B-Regulatory Matters. The discussion under Item 8 at Note B-Regulatory Matters, includes a description of the regulatory assets and liabilities reflected on the Company's consolidated balance sheets in accordance with applicable accounting standards. To the extent that the criteria set forth in such accounting standards are not met by the operations of the Utility segment or the Pipeline and Storage segment, as the case may be, the related regulatory assets and liabilities would be eliminated from the Company's consolidated balance sheets and such accounting treatment would be discontinued. In addition, the Company and its subsidiaries are subject to the same federal, state and local regulations on various subjects as other companies doing similar business in the same locations. This report occasionally refers collectively to the Utility segment and the Pipeline and Storage segment as the Regulated Operations. The Company's current operations other than the Utility segment and the Pipeline and Storage segment are not regulated as to prices or rates for services. Accordingly, this report occasionally refers collectively to the Exploration and Production segment and the Other Nonregulated segment as the Nonregulated Operations. The Utility Segment The Utility segment contributed approximately 52% of the Company's operating income before income taxes in 1997. Additional discussion of the Utility segment appears in the Letter to Shareholders contained in this combined Annual Report to Shareholders/Form 10-K, below under the headings "Sources and Availability of Raw Materials" and "Competition," in Item 7 "MD&A," and in Item 8 at Notes B-Regulatory Matters, H-Commitments and Contingencies and I-Business Segment Information. The Pipeline and Storage Segment The Pipeline and Storage segment contributed approximately 31% of the Company's operating income before income taxes in 1997. Supply Corporation currently has service agreements for substantially all of its firm transportation capacity, which totals approximately 1,893 million cubic feet (MMcf) per day. The Utility segment has contracted for approximately 1,126 MMcf per day or 59% of that capacity until 2003 and continuing year-to-year thereafter. An additional 25% of that capacity is subject to firm contracts with nonaffiliated customers until 2003 or later. Supply Corporation has available for sale to customers approximately 60.9 billion cubic feet (Bcf) of firm storage capacity. The Utility segment has contracted for 26.0 Bcf or 43% of that capacity, in service agreements with remaining initial terms of approximately 6 to 9 years and continuing year-to-year thereafter: 23.3 Bcf - 6 years; 2.0 Bcf - 9 years and 0.7 Bcf - 7 years. Nonaffiliated customers have contracted for the remaining 34.9 Bcf or 57% of firm storage capacity; 12.1 Bcf or 20% of total storage capacity is contracted by nonaffiliated customers until 2003 or later. The primary terms of current firm storage service agreements representing 23.3 Bcf of Supply Corporation's firm storage capacity contracted for by nonaffiliated customers expired in 1995. Service continues year-to-year and can be terminated or reduced by the customer on one year's notice. When such terminations or reductions occur, Supply Corporation has been able to remarket the storage service under firm contracts, at discounted rates. Currently, the Pipeline and Storage segment is actively marketing 3.3 Bcf of available storage capacity. Independence has filed with the FERC signed precedent agreements providing for firm transportation service totalling about 530,000 Dth/day for ten years, out of total proposed transportation capacity of about 900,000 Dth/day. The customer for 500,000 Dth/day of that total is DirectLink, which is owned by the sponsors of the Independence Pipeline. Additional discussion of the Pipeline and Storage segment appears in the Letter to Shareholders contained in this combined Annual Report to Shareholders/Form 10-K, below under the headings "Sources and Availability of Raw Materials" and "Competition," Item 7 "MD&A," and Item 8 at Notes B-Regulatory Matters and I-Business Segment Information. The Exploration and Production Segment The Exploration and Production segment contributed approximately 18% of the Company's operating income before income taxes in 1997. Additional discussion of the Exploration and Production segment appears in the Letter to Shareholders contained in this combined Annual Report to Shareholders/Form 10-K, below under the heading "Competition," Item 7 "MD&A," and Item 8 at Notes F-Financial Instruments, I-Business Segment Information and L-Supplementary Information for Oil and Gas Producing Activities. The Other Nonregulated Segment The Other Nonregulated segment reduced the Company's operating income before income taxes slightly (less than 1%) in 1997. Corporate operations reduced the Company's operating income before income taxes by approximately 1%. Additional discussion of the Other Nonregulated segment appears in the Letter to Shareholders contained in this combined Annual Report to Shareholders/Form 10-K, below under the headings "Sources and Availability of Raw Materials" and "Competition," Item 7 "MD&A," and Item 8 at Notes F-Financial Instruments and I-Business Segment Information. Sources and Availability of Raw Materials Natural gas is the principal raw material for the Utility segment and some of the subsidiaries in the Other Nonregulated segment, as discussed below. Supply Corporation transports and stores gas owned by its customers, whose gas originates in the southwestern United States, Canada and Appalachia. SIP, through Independence, proposes to transport natural gas produced in Canada and in the midwestern United States. Highland and Seneca's timber operations rely to a large degree upon timber located on Seneca's lands, so that source and availability are not issues. The Exploration and Production segment seeks to discover and produce raw materials (natural gas, oil and hydrocarbon liquids) as described in the Letter to Shareholders contained in this combined Annual Report to Shareholders/Form 10-K, Item 7 "MD&A" and Item 8 at Notes I-Business Segment Information and L Supplementary Information for Oil and Gas Producing Activities. In 1997, the Utility segment purchased 138.8 Bcf of gas. Gas purchases from various producers and marketers in the southwestern United States under long-term (two years or longer) contracts accounted for 74% of these purchases. Purchases of gas in Canada under long-term contracts, purchases of gas in Canada and the United States on the spot market (contracts of less than a year) and purchases from Appalachian producers accounted for 3%, 21% and 2%, respectively, of the Utility segment's 1997 gas purchases. Gas purchases from Vastar Resources, Inc. and Natural Gas Clearinghouse (both southwest gas under long-term contracts) represented 14% and 21%, respectively, of total 1997 gas purchases by the Utility segment. No other producer or marketer provided the Utility segment with 10% or more of its gas requirements in 1997. The Other Nonregulated segment needs natural gas for its marketing and Leidy's hub services, but is relatively indifferent as to the source. Competition Competition in the natural gas industry exists among providers of natural gas, as well as between natural gas and other sources of energy. The continuing deregulation of the natural gas industry should enhance the competitive position of natural gas relative to other energy sources by removing some of the regulatory impediments to adding customers and responding to market forces.1 In addition, the environmental advantages of natural gas compared with other fuels should increase the role of natural gas as an energy source.1 Moreover, natural gas is abundantly available in North America, which makes it a dependable alternative to imported oil. The electric industry is moving toward a more competitive environment as a result of the Federal Energy Policy Act of 1992 and initiatives undertaken by the FERC and various states. It is unclear at this point what impact this restructuring will have on the Company.1 The Company competes on the basis of price, service and reliability, product performance and other factors. Sources and providers of energy, other than those described under this "Competition" heading, do not compete with the Company to any significant extent. Competition: The Utility Segment The changes precipitated by the FERC's restructuring of the gas industry in Order No. 636 are redefining the roles of the gas utility industry and the state regulatory commissions. The PSC issued an order in 1995 providing for the Utility segment to implement unbundling of its services. The Utility segment has implemented most of the provisions contained in the PSC's 1995 order, and now offers unbundled, flexible services to its residential, commercial and industrial customers. At present, these provisions are not advantageous to the residential customers because of high cost and the resulting lack of interest by gas marketers in offering residential gas sales. In large part, the high cost is due to the significant customer protections required of utilities which are then passed along in rates. Such protections include sufficient contracts to purchase, transport and store natural gas in the event that it is needed by residential customers. Competition for large-volume customers continues, with local producers or pipeline companies attempting to sell or transport gas directly to end-users located within the Utility segment's service territories (i.e., bypass). In addition, competition continues with fuel oil suppliers, and may increase with electric utilities making retail energy sales.1 The Utility segment is now better able to compete, through its unbundled flexible services, in its most vulnerable markets (the large commercial and industrial markets). The Utility segment continues to (i) develop or promote new sources and uses of natural gas and/or new services, rates and contracts and (ii) emphasize and provide high quality service to its customers. Competition: The Pipeline and Storage Segment Supply Corporation competes for market growth in the natural gas market with other pipeline companies transporting gas in the northeastern United States and with other companies providing gas storage services. Supply Corporaton has some unique characteristics which enhance its competitive position. Its facilities are located adjacent to Canada and the northeastern United States, and provide part of the link between gas-consuming regions of the eastern United States and gas-producing regions of Canada and the southwestern, southern and midwestern regions of the United States. This location offers the opportunity for increased transportation and storage services in the future.1 SIP, through Independence, is competing for customers with other proposed pipeline projects which would bring natural gas from the Chicago area to the growing Northeast and Mid-Atlantic U.S. markets. In combination with expansion projects of Transcontinental Gas Pipe Line Corporation and ANR Pipeline Company, Independence intends to provide the least-cost path for this service and will access the storage and market hub at Leidy, Pennsylvania.1 It is likely that not all of the proposed pipelines will go forward, and that the first project built will have an advantage over other proposed projects.1 Independence is attempting to be the first of the proposed projects approved by the FERC and the first built.1 Independence will also create opportunities for increased transportation and storage services by Supply Corporation.1 Competition: The Exploration and Production Segment The Exploration and Production segment competes with other gas and oil producers and marketers with respect to its sales of oil and gas. The Exploration and Production segment also competes, by competitive bidding and otherwise, with other oil and gas exploration and production companies of various sizes for leases and drilling rights for exploration and development prospects. To compete in this environment, the Exploration and Production segment originates and acts as operator on most prospects, minimizes risk of exploratory efforts through partnership-type arrangements, applies the latest technology for both exploratory studies and drilling operations and focuses on market niches that suit its size, operating expertise and financial criteria. Competition: The Other Nonregulated Segment In the Other Nonregulated segment, NFR, NET and NIM, through DirectLink, compete with other marketers and energy management services providers. Leidy competes with other natural gas hub service providers. Highland competes with other sawmills in northwestern Pennsylvania. Horizon competes with other entities seeking to develop foreign and domestic energy projects. Seasonality Variations in weather conditions can materially affect the volume of gas delivered by the Utility segment, as virtually all of its residential and commercial customers use gas for space heating. The effect on the Utility segment in New York is mitigated by a weather normalization clause which is designed to adjust the rates of retail customers to reflect the impact of deviations from normal weather. Weather that is more than 2.2% warmer than normal results in a surcharge being added to customers' current bills, while weather that is more than 2.2% colder than normal results in a refund being credited to customers' current bills. Volumes transported and stored by Supply Corporation may vary materially depending on weather, without materially affecting its earnings. Supply Corporation's rates are based on a straight fixed-variable rate design which allows recovery of all fixed costs in fixed monthly reservation charges. Variable charges based on volumes are designed only to reimburse the variable costs caused by actual transportation or storage of gas. Capital Expenditures A discussion of capital expenditures by business segment is included in Item 7 under the heading "Investing Cash Flow," subheading "Capital Expenditures." Environmental Matters A discussion of material environmental matters involving the Company is included in Item 8, Note H-Commitments and Contingencies. Miscellaneous The Company had 2,524 full-time employees at September 30, 1997, a decrease of 11.2% from the 2,843 employed at September 30, 1996. Agreements covering employees in collective bargaining units in New York were renegotiated in November 1997, effective December 1997, and are scheduled to expire in February 2001. Agreements covering most employees in collective bargaining units in Pennsylvania were renegotiated, effective April and May 1996, and are scheduled to expire in April and May 1999. The Company has numerous county and municipal franchises under which it uses public roads and certain other rights-of-way and public property for the location of facilities. The Company has regularly renewed such franchises at expiration and expects no difficulty in continuing to renew them.1
Executive Officers of the Company* Age as of Current Company Date Elected To Name 9/30/97 Positions Current Positions ---- --------- --------------- ----------------- Bernard J. Kennedy 66 Chairman of the Board of Directors. March 21, 1989 Chief Executive Officer. August 1, 1988 President. January 1, 1987 Director. March 29, 1978 Philip C. Ackerman 53 Director. March 16, 1994 Senior Vice President. June 1, 1989 President of Distribution Corporation. October 1, 1995 Executive Vice President of Supply Corporation. October 1, 1994 President of Horizon. September 13, 1995 President of certain other subsidiaries of the Company from prior to 1992. Richard Hare 59 President of Supply Corporation. June 1, 1989 Senior Vice President of Penn-York Energy Corpor- ation until its merger into Supply Corporation on July 1, 1994. June 1, 1989 President of SIP. September 22, 1997 James A. Beck 50 President of Seneca. October 1, 1996** President of NET. July 18, 1997 President of NIM. September 22, 1997 Joseph P. Pawlowski 56 Treasurer. December 11, 1980 Senior Vice President of Distribution Corporation. February 20, 1992 Treasurer of Distribution Corporation. January 1, 1981 Treasurer of Supply Corporation. June 1, 1985 Secretary of Supply Corporation. October 1, 1995 Treasurer of SIP. September 22, 1997 Officer of certain other subsidiaries of the Company from prior to 1992. Gerald T. Wehrlin 59 Controller. December 11, 1980 Senior Vice President of Distribution Corporation. April 1, 1991 Controller of Seneca. September 1, 1981 Secretary and Treasurer of Leidy. September 1, 1993 Vice President of Horizon. February 21, 1997 *** Officer of certain other subsidiaries of the Company from prior to 1992.
Age as of Current Company Date Elected To Name 9/30/97 Positions Current Positions ---- --------- --------------- ----------------- Walter E. DeForest 56 Senior Vice President of Distribution Corporation. August 1, 1993 President of Leidy. September 1, 1993 Bruce H. Hale 48 Senior Vice President of February 21, 1997, Supply Corporation. and from February 21, 1992 through December 31, 1992.**** Vice President of Horizon. September 13, 1995 Dennis J. Seeley 54 Senior Vice President of Distribution Corporation. February 21, 1997 and from April 1, 1991 through February 18, 1993 ***** David F. Smith 44 Senior Vice President of Distribution Corporation. January 1, 1993 Secretary of Distribution Corporation. June 20, 1986 Officer of certain other subsidiaries of the Company from prior to 1992.
* The Company has been advised that there are no family relationships among any of the officers listed, and that there is no arrangement or understanding among any one of them and any other persons pursuant to which he was elected as an officer. ** Vice President of Seneca from January 1, 1994 through April 30, 1995, Executive Vice President of Seneca from May 1, 1995 through September 30, 1996. *** Secretary and Treasurer of Horizon from September 13, 1995 through February 21, 1997. **** Senior Vice President of Distribution Corporation from April 1, 1991 through February 20, 1992, and again from January 1, 1993 through February 21, 1997. ***** Senior Vice President of Supply Corporation from January 1, 1993 through February 21, 1997. ITEM 2 PROPERTIES General Information on Facilities The investment of the Company in net property, plant and equipment was $1,819.4 million at September 30, 1997. Approximately 74% of this investment is in the Utility and Pipeline and Storage segments, which are primarily located in western New York and western Pennsylvania. The remaining investment in property, plant and equipment is mainly in the Exploration and Production segment, which is primarily located in the Gulf Coast, southwestern, western and Appalachian regions of the United States. During the past five years, the Company has made significant additions to plant in order to expand and improve transmission and distribution facilities for both retail and transportation customers and to augment the reserve base of oil and gas. Net plant has increased $403.0 million, or 28%, since 1992. The Utility segment has the largest net investment in property, plant and equipment, compared with the Company's other business segments. Its net investment in its gas distribution network (including 14,762 miles of distribution pipeline) and its services represent approximately 58% and 28%, respectively, of the Utility segment's net investment of $899.2 million. The Pipeline and Storage segment represents a net investment of $450.9 million in transmission and storage facilities at September 30, 1997. Transmission pipeline, with a net cost of $145.1 million, represents 32% of this segment's total net investment and includes 2,677 miles of pipeline required to move large volumes of gas throughout its service area. Storage facilities consist of 34 storage fields, 4 of which are jointly operated with certain pipeline suppliers, and 494 miles of pipeline. Included in the storage facilities net investment is $82.1 million of gas stored underground-noncurrent, representing the cost of the gas required to maintain pressure levels for normal operating purposes as well as gas maintained for system balancing and other purposes, including that needed for no-notice transportation service. The Pipeline and Storage segment has 31 compressor stations with 70,550 installed compressor horsepower. The Exploration and Production segment had a net investment in properties amounting to $443.2 million at September 30, 1997. Of this amount, Seneca's net investment in oil and gas properties in the Gulf Coast/West Coast regions was $388.7 million, and Seneca's net investment in oil and gas properties in the Appalachian region aggregated $45.5 million. The Regulated Operations' facilities provided the capacity to meet its 1997 peak day sendout, including transportation service, of 2,047 MMcf, which occurred on January 17, 1997. Withdrawals from storage provided approximately 41% of the requirements on that day. Company maps, which are included on pages 1 and 2 of the paper copy of the combined Annual Report to Shareholders/Form 10-K, are narratively described in the Appendix to this electronic filing and are incorporated herein by reference. Exploration and Production Activities The information that follows is disclosed in accordance with SEC regulations, and relates to the Company's oil and gas producing activities. A further discussion of oil and gas producing activities is included in Item 8, Note L-Supplementary Information for Oil and Gas Producing Activities. Note L sets forth proved developed and undeveloped reserve information for Seneca. Supply Corporation holds reserves related to held for future use storage wells. Information on such reserves is included on Supply Corporation's Form 2 "Annual Report of Natural Gas Companies" filed with the FERC. Seneca is not regulated by the FERC, and thus is not required to file Form 2. Seneca's oil and gas reserves reported in Note L as of September 30, 1997, were estimated by Seneca's qualified geologists and engineers and were audited by independent petroleum engineers from Ralph E. Davis, Inc. The following is a summary of certain oil and gas information taken from Seneca's records: Production For the Year Ended September 30 1997 1996 1995 - ------------------------------- ---- ---- ---- Average Sales Price per Mcf of Gas $ 2.60 $ 2.35 $ 1.67 Average Sales Price per Barrel of Oil $20.63 $19.50 $16.16 Average Production (Lifting) Cost per Mcf Equivalent of Gas and Oil Produced $ 0.35 $ 0.31 $ 0.44 Productive Wells At September 30, 1997 Gas Oil - --------------------- --- --- Productive Wells - gross 1,806 269 - net 1,718 221 Developed and Undeveloped Acreage At September 30, 1997 - --------------------- Developed Acreage - gross 612,932 - net 538,368 Undeveloped Acreage - gross 886,398 - net 682,520 Drilling Activity Productive Dry ------------------ ------------------ For the Year Ended September 30 1997 1996 1995 1997 1996 1995 ---- ---- ---- ---- ---- ---- Net Wells Completed - Exploratory 4.21 4.22 4.32 3.49 7.35 0.27 - Development 1.84 8.02 6.16 1.60 0 0 Present Activities At September 30, 1997 - ----------------------------------------------------------------------------- Wells in Process of Drilling - gross 11.00 - net 7.23 There are currently no waterflood projects or pressure maintenance operations of material importance. ITEM 3 Legal Proceedings None ITEM 4 Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of security holders during the fourth quarter of 1997. PART II ------- ITEM 5 Market for the Registrant's Common Stock and Related Shareholder Matters Information regarding the market for the Registrant's common stock and related shareholder matters appears in Note D-Capitalization and Note K-Market for Common Stock and Related Shareholder Matters (unaudited), under Item 8 of this combined Annual Report to Shareholders/Form 10-K, and reference is made thereto. On July 1, 1997, the Company issued 700 unregistered shares of Company common stock to the seven non-employee directors of the Company, 100 shares to each such director. These shares were issued as partial consideration for the directors' service as directors during the quarter ended September 30, 1997, pursuant to the Company's Retainer Policy for Non-Employee Directors. These transactions were exempt from registration by Section 4(2) of the Securities Act of 1933, as amended, as transactions not involving any public offering. ITEM 6 Selected Financial Data
Year Ended September 30: 1997 1996 1995 1994 1993 - ----------------------- ---- ---- ---- ---- ---- Summary of Operations (Thousands) Operating Revenues $1,265,812 $1,208,017 $975,496 $1,141,324 $1,020,382 ---------- ---------- -------- ---------- ---------- Operating Expenses: Purchased Gas 528,610 477,357 351,094 497,687 409,005 Operation and Maintenance 288,026 309,206 292,505 291,390 283,230 Property, Franchise and Other Taxes 100,549 99,456 91,837 103,788 95,393 Depreciation, Depletion and Amortization 111,650 98,231 71,782 74,764 69,425 Income Taxes - Net 68,674 66,321 43,879 47,792 41,046 --------- --------- -------- ---------- ---------- 1,097,509 1,050,571 851,097 1,015,421 898,099 --------- --------- -------- ---------- ---------- Operating Income 168,303 157,446 124,399 125,903 122,283 Other Income 3,196 3,869 5,378 3,656 4,833 --------- --------- -------- ---------- ---------- Income Before Interest Charges 171,499 161,315 129,777 129,559 127,116 Interest Charges 56,811 56,644 53,883 47,124 51,899 --------- --------- -------- ---------- ---------- Income Before Cumulative Effect 114,688 104,671 75,894 82,435 75,217 Cumulative Effect of Changes in Accounting - - - 3,237 - --------- -------- ---------- ---------- -------- Net Income Available for Common Stock $114,688 $104,671 $ 75,894 $ 85,672 $ 75,217 ======== ======== ======== ========== ========== Per Common Share Data Earnings $3.01 $2.78 $2.03 $2.32* $2.15 Dividends Declared $1.71 $1.65 $1.60 $1.56 $1.52 Dividends Paid $1.70 $1.64 $1.59 $1.55 $1.51 Dividend Rate at Year-End $1.74 $1.68 $1.62 $1.58 $1.54 At September 30: - --------------- Number of Common Shareholders 20,267 21,640 21,429 22,465 22,893 ====== ====== ======== ========== ========== Net Property, Plant and Equipment (Thousands) Regulated: Utility $ 889,216 $ 855,161 $ 822,764 $ 787,794 $ 754,466 Pipeline and Storage 450,865 452,305 463,647 443,622 436,547 ---------- ---------- ---------- ---------- ---------- 1,340,081 1,307,466 1,286,411 1,231,416 1,191,013 ---------- ---------- ---------- ---------- ---------- Nonregulated: Exploration and Production 443,164 375,958 339,950 295,418 273,470 Other 36,110 26,167 22,690 18,579 16,209 ---------- ---------- ---------- ---------- ---------- 479,274 402,125 362,640 313,997 289,679 ---------- ---------- ---------- ---------- ---------- Corporate 11 15 131 137 122 ---------- ---------- ---------- ---------- ---------- Total Net Plant $1,819,366 $1,709,606 $1,649,182 $1,545,550 $1,480,814 ========== ========== ========== ========== ========== Total Assets (Thousands) $2,267,331 $2,149,772 $2,036,823 $1,980,806 $1,801,540 ========== ========== ========== ========== ========== Capitalization (Thousands) Common Stock Equity $ 913,704 $ 855,998 $ 800,588 $ 780,288 $ 736,245 Long-Term Debt, Net of Current Portion 581,640 574,000 474,000 462,500 478,417 ---------- ---------- ---------- ---------- ---------- Total Capitalization $1,495,344 $1,429,998 $1,274,588 $1,242,788 $1,214,662 ========== ========== ========== ========== ==========
* 1994 includes Cumulative Effect of Changes in Accounting of $0.09, which resulted from the adoption of SFAS 109, "Accounting for Income Taxes" and SFAS 112, "Employers' Accounting for Postemployment Benefits". ITEM 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations 1997 Compared with 1996 National Fuel's earnings were $114.7 million, or $3.01 per common share, in 1997. This compares with earnings of $104.7 million, or $2.78 per common share, in 1996. The earnings increase in 1997 was attributable to higher earnings of the Company's Utility and Pipeline and Storage segments, as well as a reduction in losses of its Other Nonregulated segment, partly offset by lower earnings of the Exploration and Production segment. Utility earnings increased as a result of new rates effective in October 1996 and lower operation and maintenance(O&M) expense. Partly offsetting these positive impacts to earnings was warmer weather in 1997 compared with 1996, as well as the inclusion in 1996 earnings of a downward revision of estimated purchased gas costs for 1995. The Pipeline and Storage segment earnings increase was attributable to higher revenue from unbundled pipeline sales and open access transportation, as well as lower O&M expense for the year. In the Other Nonregulated segment, net losses in 1997 were significantly less than in 1996. The 1996 losses included expenses associated with the Company's withdrawal from participation in an international power project. Exploration and Production earnings decreased as a result of higher operation and depletion expense, which more than offset increased revenues resulting from increased prices and the slight increase in production. 1996 Compared with 1995 National Fuel's earnings were $104.7 million, or $2.78 per common share, in 1996. This compares with earnings of $75.9 million, or $2.03 per common share, in 1995. The earnings increase in 1996 was attributable to higher earnings of the Company's Exploration and Production, Utility, and Pipeline and Storage segments. The Other Nonregulated segment incurred losses in 1996 as compared with earnings in 1995. Exploration and Production earnings increased because of significant increases in natural gas and oil production combined with higher gas and oil prices. The earnings increase of the Utility segment reflects the positive impact of colder weather, new rates that became effective in September 1995 in both the New York and Pennsylvania jurisdictions, and the results of management's emphasis on controlling O&M expense. Also, purchased gas cost adjustments in the Utility segment's New York jurisdiction increased 1996 earnings. The Pipeline and Storage segment's earnings increase was attributable to a retroactive rate increase combined with the recording of a reserve for a storage project in 1995. Partly offsetting the increased earnings of the Pipeline and Storage segment were lower revenues related to unbundled pipeline sales and open access transportation. An early retirement offer to certain salaried, non-union hourly and union employees of both the Utility and Pipeline and Storage segments resulted in a reduction to 1996 earnings for both segments. The 1996 losses of the Other Nonregulated segment were mainly attributable to withdrawal from an international power project. Operating Revenues Year Ended September 30 (Thousands) 1997 1996 1995 - ----------------------------------------------------------------------------- Utility Retail Revenues: Residential $ 709,968 $ 678,395 $569,603 Commercial 167,338 165,824 137,869 Industrial 22,412 25,648 18,269 - ----------------------------------------------------------------------------- 899,718 869,867 725,741 Off-System Sales 43,857 30,907 18,255 Transportation 49,285 49,180 37,183 Other (1,494) 4,372 4,885 - ----------------------------------------------------------------------------- 991,366 954,326 786,064 - ----------------------------------------------------------------------------- Pipeline and Storage Storage Service 64,221 67,975 59,826 Transportation 92,858 92,401 88,766 Other 15,615 16,177 15,995 - ----------------------------------------------------------------------------- 172,694 176,553 164,587 - ----------------------------------------------------------------------------- Exploration and Production 119,260 114,462 56,232 Other Nonregulated 83,915 68,930 57,075 - ----------------------------------------------------------------------------- 203,175 183,392 113,307 - ----------------------------------------------------------------------------- Less: Intersegment Revenues 101,423 106,254 88,462 - ----------------------------------------------------------------------------- Total Operating Revenues $1,265,812 $1,208,017 $975,496 ============================================================================= Operating Income (Loss) Before Income Taxes Year Ended September 30 (Thousands) 1997 1996 1995 - ------------------------------------------------------------------------------ Utility $123,856 $115,257 $ 83,774 Pipeline and Storage 73,523 72,914 67,884 Exploration and Production 42,694 46,408 16,404 Other Nonregulated (743) (8,581) 3,021 Corporate (2,353) (2,231) (2,805) - ------------------------------------------------------------------------------ Total Operating Income Before Income Taxes $236,977 $223,767 $168,278 ============================================================================== System Natural Gas Volumes Year Ended September 30 (billion cubic feet) 1997 1996 1995 - ------------------------------------------------------------------------- Regulated Gas Sales Residential 85.7 90.7 79.9 Commercial 22.6 24.9 22.2 Industrial 5.1 6.0 4.8 Off-System 14.1 11.1 9.4 - ------------------------------------------------------------------------- 127.5 132.7 116.3 - ------------------------------------------------------------------------- Nonregulated Gas Sales Gas Sales for Resale - - 0.4 Production (equivalent billion cubic feet) 50.0 49.2 25.4 - ------------------------------------------------------------------------- 50.0 49.2 25.8 - ------------------------------------------------------------------------- Total Gas Sales 177.5 181.9 142.1 - ------------------------------------------------------------------------- Transportation Utility 59.6 58.2 52.8 Pipeline and Storage 309.3 325.0 290.8 Nonregulated 0.5 0.6 2.5 - ------------------------------------------------------------------------- 369.4 383.8 346.1 - ------------------------------------------------------------------------- Marketing Volumes 21.0 20.2 18.8 - ------------------------------------------------------------------------- Less Intra and Intersegment Volumes: Transportation 160.4 157.7 154.2 Production 4.3 4.8 5.0 Gas Sales - 0.8 - Marketing - 0.1 - - ------------------------------------------------------------------------- 164.7 163.4 159.2 - ------------------------------------------------------------------------- Total System Natural Gas Volumes 403.2 422.5 347.8 ========================================================================= Utility Operating Revenues 1997 Compared with 1996 Operating revenues increased $37.0 million in 1997 compared with 1996. Despite lower sales volumes for residential, commercial and industrial customers (mainly due to weather that was, on average, 5.6% warmer than the prior year) revenues increased because of the pass through of increased gas costs, higher off-system sales and the general base rate increase of $7.2 million in Distribution Corporation's New York jurisdiction effective October 1, 1996. Gas costs were up due to a 7% increase in the average costs of purchased gas (see discussion of purchased gas below under the heading "Purchased Gas"). The increase in off-system sales reflects the continued emphasis by Distribution Corporation to utilize available capacity on various upstream pipelines. While off-system sales contributed to the revenue increase, the margins on such sales, after sharing with customers, are minimal. Other operating revenues in 1997 were reduced by a $3.0 million cumulative refund provision to the Utility's customers for a 50% sharing of earnings over a predetermined amount in accordance with the New York rate settlement of July 1996. 1996 Compared with 1995 Operating revenues increased $168.3 million in 1996 compared with 1995. This increase reflects general rate increases in the New York and Pennsylvania rate jurisdictions, effective in September 1995, pass through of increased gas costs, higher transportation volumes and higher off-system sales. The base rate increases amounted to $14.2 million and $6.0 million in New York and Pennsylvania, respectively. The recovery of increased gas costs was due to higher gas sales volumes (mainly due to weather that was, on average, 16.7% colder than 1995 as well as a 25% increase in the average cost of purchased gas (see discussion of purchased gas below under the heading "Purchased Gas"). Higher transportation volumes due to colder weather, new customers and increases in production at various manufacturing facilities also contributed to higher operating revenues. The increase in off-system sales reflects the continued utilization of Distribution Corporation's available capacity on various upstream pipelines. As noted above, the margins on such sales are minimal. Operating Income 1997 Compared with 1996 Operating income before income taxes increased $8.6 million in 1997 compared with 1996. The increase resulted primarily from the increases in 1997 revenue discussed above combined with lower O&M expense partly offset by certain purchased gas costs adjustments, totalling $4.2 million, associated with lost and unaccounted-for gas in the New York Division of Distribution Corporation that lowered purchased gas expense in 1996. O&M expense decreased primarily as a result of an early retirement offer to certain salaried, non-union hourly and union employees of Distribution Corporation that was effective October 1, 1996. The 1996 results included expenses for this retirement offer of $6.4 million. The 1997 results include $0.9 million of operating expenses associated with an early retirement offer to certain Pennsylvania operating union employees in 1997. O&M expense also decreased as a result of management's continued emphasis on controlling costs. The impact of weather on Distribution Corporation's New York rate jurisdiction is tempered by a weather normalization clause (WNC). The WNC in New York, which covers the eight-month period from October through May, has had a stabilizing effect on pre-tax operating income and earnings for the New York rate jurisdiction. In addition, in periods of colder than normal weather, the WNC benefits Distribution Corporation's New York customers. In 1997, the WNC in New York resulted in a benefit to customers of $0.2 million as weather, overall, was colder than normal for the period of October 1996 through May 1997. Since the Pennsylvania rate jurisdiction does not have a WNC, uncontrollable weather variations directly impact pre-tax operating income and earnings. In the Pennsylvania service territory, weather was 5.5% warmer than last year and 2.8% colder than normal. The warmer weather in 1997 compared with 1996 lowered pre-tax operating income by approximately $3.2 million. 1996 Compared with 1995 Operating income before income taxes increased $31.5 million in 1996 compared with 1995. The increase reflects higher gas revenue, as discussed above. It also reflects certain purchased gas cost adjustments associated with lost and unaccounted-for gas in Distribution Corporation's New York jurisdiction having a net impact of reducing purchased gas expense by $4.2 million. Partly offsetting the above increases was the impact of an early retirement offer to certain salaried, non-union hourly and union employees of Distribution Corporation resulting in additional operating expenses in the Utility segment of $6.4 million in 1996. This offer was undertaken as a means to reduce future costs. In 1996, the WNC in New York resulted in a benefit to customers of $10.6 million as weather, overall, was colder than normal for the period of October 1995 through May 1996. In the Pennsylvania service territory, weather in 1996 was 17.1% colder than in 1995 and 8.1% colder than normal. The colder weather in 1996 compared with 1995 had a positive impact on the Pennsylvania rate jurisdiction's pre-tax operating income of approximately $7.6 million. Degree Days Percent (Warmer) Colder in 1997 Than ----------------------- Year Ended September 30 Normal Actual Normal 1996 - ------------------------------------------------------------------------------- 1997: Buffalo 6,690 6,793 1.5% (5.7%) Erie 6,223 6,395 2.8% (5.5%) - ------------------------------------------------------------------------------- 1996: Buffalo 6,728 7,203 7.1% 16.5% Erie 6,258 6,764 8.1% 17.1% - ------------------------------------------------------------------------------- 1995: Buffalo 6,693 6,181 (7.6%) (11.4%) Erie 6,128 5,774 (5.8%) (14.2%) - ------------------------------------------------------------------------------- Purchased Gas The cost of purchased gas is by far the Company's single largest operating expense. Annual variations in purchased gas costs can be attributed directly to changes in gas sales volumes, the price of gas purchased and the operation of purchased gas adjustment clauses. Currently, Distribution Corporation has contracted for long-term firm transportation capacity with Supply Corporation and six other upstream pipeline companies, for long-term gas supplies with a combination of producers and marketers and for storage service with Supply Corporation and three nonaffiliated companies. In addition, Distribution Corporation can satisfy a portion of its gas requirements through spot market purchases. Changes in wellhead prices have a direct impact on the cost of purchased gas. Distribution Corporation's average cost of purchased gas, including the cost of transportation and storage, was $4.26 per thousand cubic feet (Mcf) in 1997, an increase of 7% from the average cost of $3.98 per Mcf in 1996. The average cost of purchased gas in 1996 was 25% higher than the $3.19 per Mcf in 1995. Pipeline and Storage Operating Revenues 1997 Compared with 1996 Operating revenues decreased $3.9 million in 1997 compared with 1996. As discussed below, 1996 revenues reflected a rate increase which was retroactive to June 1, 1995. The retroactive rates added approximately $2.0 million to revenues in 1996 that related to 1995. The corresponding decrease in 1997 primarily impacted storage service revenues, which decreased by $3.8 million. In addition to the retroactive rate impact, storage service revenues decreased as a result of customers opting for more flexible services at discounted rates. A slight increase in transportation revenues primarily reflects an increase in surcharge adjustments. Other operating revenues decreased slightly as higher revenues from unbundled pipeline sales and open access transportation (an increase of $3.3 million) was more than offset by lower cashout revenue (a cash resolution of a gas imbalance whereby a customer pays Supply Corporation for gas it receives in excess of amounts delivered into Supply Corporation's system by the customer's shipper). Cashout revenue decreased by $3.7 million. However, there is no earnings impact as cashout revenue is offset by an equal amount of purchased gas expense. While transportation volumes in this segment decreased 15.7 Bcf, the decrease in volumes did not have a significant impact on earnings as a result of Supply Corporation's straight fixed-variable (SFV) rate design. 1996 Compared with 1995 Operating revenues increased $12.0 million in 1996 compared with 1995. Higher transportation and storage revenues reflect the impact of a $6.0 million rate increase effective on April 1, 1996 retroactive to June 1, 1995. The retroactive rates added approximately $2.0 million to revenues in 1996 that relate to 1995. Higher volumes of gas transported as well as certain surcharge adjustments also increased revenues in 1996. Other operating revenues increased only slightly, but include an increase of approximately $4.6 million related to cashout revenue mostly offset by a decrease of approximately $4.4 million related to unbundled pipeline sales and open access transportation. Operating Income 1997 Compared with 1996 Operating income before income taxes increased $0.6 million in 1997 compared with 1996. This slight increase primarily reflects lower O&M expenses (including labor) combined with higher revenues related to unbundled pipeline sales and open access transportation. The cost of an early retirement offer to certain Pennsylvania operating union employees in 1997 resulted in $1.0 million of additional operating expenses. However, such expenses were $0.8 million less than the expenses associated with the 1996 early retirement offer, as discussed below. Partly offsetting these increases was the retroactive rate effect recorded in 1996 and lower storage service revenues, as discussed above. 1996 Compared with 1995 Operating income before income taxes increased $5.0 million in 1996 compared with 1995. This increase reflects the revenue increase discussed above as well as the recording of a $3.7 million reserve in the fourth quarter of 1995 for previously deferred preliminary survey and investigation charges for a storage project. Partly offsetting the increase was the impact of higher operating expenses, including an early retirement offer to certain salaried, non-union hourly and union employees of Supply Corporation resulting in additional operating expenses in the Pipeline and Storage segment of $1.8 million in 1996. This offer was undertaken as a means to reduce future costs. Exploration and Production Operating Revenues 1997 Compared with 1996 Operating revenues increased $4.8 million in 1997 compared with 1996. Gas revenues increased $9.4 million as a result of higher prices (the weighted average gas price increased $0.25 per Mcf) slightly offset by decreased natural gas production. Oil revenues increased $5.3 million as a result of increases in oil production and prices. The weighted average oil price increased $1.13 per barrel (bbl) (See tables below). The increase in oil production is the result of a full year of production in 1997 at Vermilion 252 compared with only seven months in 1996. Partly offsetting the increase in gas and oil revenue was the recognition of a pre-tax loss on hedging of approximately $21.5 million compared with a pre-tax loss of $11.8 million in 1996. Gains or losses on hedging activities are offset by lower or higher prices received for actual natural gas and crude oil production. Refer to further discussion of the Company's hedging activities under "Financing Cash Flow" and in Note F - Financial Instruments in Item 8 of this report. 1996 Compared with 1995 Operating revenues increased $58.2 million in 1996 compared with 1995. Gas revenues increased $56.2 million as a result of an 85% increase in natural gas production and an increase in the weighted average gas price of $0.68 per Mcf. Oil revenues increased $22.0 million as a result of production, which was more than twice the prior year, and an increase in the weighted average oil price of $3.34 per bbl (See tables below). In 1995, natural gas and oil production was delayed when prices were low in order to preserve the value received for reserves. Increased production reflects offshore finds at West Cameron 552 and Vermilion 252 and the acquisition of West Delta Block 30 in September 1995, as well as production from the 1995 Hamp Lease acquisition in California. Partly offsetting the above increases in gas and oil revenues was the recognition of a pre-tax loss on hedging of approximately $11.8 million in 1996 compared with a pre-tax gain of $6.9 million in 1995. Refer to further discussion of the Company's hedging activities under "Financing Cash Flow" and in Note F - Financial Instruments in Item 8 of this report. Production Volumes Year Ended September 30 1997 1996 1995 - ----------------------------------------------------------- Gas Production (million cubic feet) Gulf Coast 32,377 32,355 14,294 West Coast 1,135 990 840 Appalachia 5,074 5,422 5,808 - ----------------------------------------------------------- 38,586 38,767 20,942 =========================================================== Oil Production (thousands of barrels) Gulf Coast 1,404 1,195 287 West Coast 490 533 433 Appalachia 8 14 19 - ----------------------------------------------------------- 1,902 1,742 739 =========================================================== Weighted Average Prices* Year Ended September 30 1997 1996 1995 - ----------------------------------------------------------- Weighted Average Gas Price/Mcf Gulf Coast $2.60 $2.33 $1.56 West Coast $1.79 $1.25 $1.33 Appalachia $2.79 $2.65 $2.01 Weighted Average Price $2.60 $2.35 $1.67 - ----------------------------------------------------------- Weighted Average Oil Price/bbl Gulf Coast $21.37 $20.45 $16.94 West Coast $18.49 $17.41 $15.66 Appalachia $21.28 $18.43 $15.72 Weighted Average Price $20.63 $19.50 $16.16 *Weighted average prices do not reflect gains or losses from hedging activities. Operating Income 1997 Compared with 1996 Operating income before income taxes decreased $3.7 million in 1997 compared with 1996. This decrease reflects higher depletion expense and higher operating expenses (lease operating expenses, salary expenses and production taxes) due to increased activities, which more than offset the increase in revenues, discussed above. 1996 Compared with 1995 Operating income before income taxes increased $30.0 million in 1996 compared with 1995. This increase reflects the higher operating revenues discussed above, partly offset by higher depletion expense and higher operating expenses (lease operating expenses and production taxes) due to increased production. Other Nonregulated Operating Revenues 1997 Compared with 1996 Operating revenues increased $15.0 million in 1997 compared with 1996. The increase primarily reflects higher operating revenues from NFR, the Company's gas marketing subsidiary, and Highland, the Company's sawmill and timber subsidiary. NFR's operating revenues increased largely because of higher natural gas prices and an increase in marketing volumes. Also, NFR recognized a pre-tax gain on futures contracts of approximately $1.4 million during 1997 compared to a pre-tax gain of approximately $1.0 million in 1996. Refer to further discussion of the Company's hedging activities under "Financing Cash Flow" and in Note F - Financial Instruments in Item 8 of this report. Highland's operating revenues increased as a result of increased lumber sales resulting from the operation of a new lumber mill beginning in January 1997. 1996 Compared with 1995 Operating revenues increased $11.9 million in 1996 compared with 1995. The increase primarily reflects higher operating revenues from NFR, largely because of higher natural gas prices and an increase in marketing volumes. Also, NFR recognized a pre-tax gain on futures contracts of approximately $1.0 million during 1996 compared to a pre-tax gain of approximately $0.2 million in 1995. Offsetting this increase was a decrease in operating revenues from UCI, the Company's discontinued pipeline construction subsidiary. Operating Income 1997 Compared with 1996 The Other Nonregulated segment experienced an operating loss before income taxes of $0.7 million in 1997 as compared with an operating loss before income taxes of $8.6 million in 1996. The decrease in operating loss relates primarily to expenses incurred in the prior year by Horizon, the Company's foreign and domestic energy projects subsidiary, relating to its withdrawal from participation in an international power project in August 1996. In 1997, Horizon sold its rights to this power project for approximately $2.8 million, including cash proceeds and the assumption of certain liabilities by the purchaser. As discussed below, the entire project was written off in 1996. Partly offsetting the lower losses of Horizon was increased depletion expenses in this segment's timber operations related to cutting timber with a higher cost. 1996 Compared with 1995 The Other Nonregulated segment experienced an operating loss before income taxes of $8.6 million in 1996 compared with operating income before income taxes of $3.0 million in 1995. Expenses incurred by Horizon were the main factors in this decrease. In August 1996, Horizon withdrew from participation in the development of a 151 megawatt power plant near Kabirwala, Punjab Province, in east-central Pakistan (Kabirwala Project). As a result of this withdrawal, certain pre-operating costs were charged to earnings. Total pre-tax charges in 1996 associated with the Kabirwala Project were approximately $9.0 million. UCI also experienced a significant decrease in operating income before income taxes as a result of discontinuing its pipeline construction operations late in 1995. NFR experienced an increase in operating income before income taxes based primarily on increased volumes marketed. Income Taxes, Other Income and Interest Charges Income Taxes Income taxes increased $2.4 million and $22.4 million in 1997 and 1996, respectively, mainly because of an increase in pre-tax income. Other Income Other income decreased $0.7 million and $1.5 million in 1997 and 1996, respectively. The 1997 decrease resulted, in part, from certain nonrecurring items recorded in 1996 for Supply Corporation, including a gain on disposition of property, as well as interest income related to a retroactive rate settlement. In addition, the 1997 decrease reflects losses from Leidy Hub's equity investment in various gas hub partnerships and losses from Horizon's equity investment in Severoceske Teplarny, a.s. (SCT). The SCT losses relate to the period April 1997 (when Horizon made its initial equity investment in SCT) through September 30, 1997. Since SCT is a heating utility, it typically experiences losses during the summer months. The 1996 decrease resulted primarily because 1995 included a gain of $2.5 million recorded by UCI on the sale of its pipeline construction equipment. This was partly offset by the nonrecurring items, noted above, that were recorded in 1996. Interest Charges Interest on long-term debt increased $1.3 million in 1997; however, it did not change significantly in 1996 compared with 1995. The increase in 1997 can be attributed to a higher average amount of long-term debt outstanding in 1997, offset slightly by a lower average interest rate. Although there was a higher average amount of long-term debt outstanding in 1996 compared with 1995, this was almost completely offset by a lower average interest rate. Other interest charges decreased $1.1 million in 1997 and increased $2.8 million in 1996. The decrease in 1997 resulted primarily from lower interest expense on Amounts Payable to Customers offset in part by higher interest on short-term borrowings because of higher average amounts outstanding. The increase in 1996 resulted primarily from a higher average balance of outstanding short-term borrowings offset partly by a lower weighted average interest rate on such borrowings. Additionally, 1996 experienced an increase in interest expense as a result of higher interest on Amounts Payable to Customers. Capital Resources and Liquidity The primary sources and uses of cash during the last three years are summarized in the following condensed statement of cash flows: Sources (Uses) of Cash Year Ended September 30 (in millions) 1997 1996 1995 - -------------------------------------------------------------------- Provided by Operating Activities $294.7 $168.5 $174.4 Capital Expenditures (214.0) (171.6) (182.8) Short-Term Debt, Net Change (107.3) 52.1 35.1 Long-Term Debt, Net Change 98.2 11.2 3.1 Issuance of Common Stock 7.1 9.0 2.5 Common Dividends (64.3) (61.2) (59.2) Investment in Unconsolidated Foreign Subsidiary (21.1) - - Other Investing Activities 1.4 (1.4) 10.6 - -------------------------------------------------------------------- Net Increase (Decrease) in Cash and Temporary Cash Investments $(5.3) $6.6 $(16.3) ==================================================================== Operating Cash Flow Internally generated cash from operating activities consists of net income available for common stock, adjusted for noncash expenses, noncash income and changes in operating assets and liabilities. Noncash items include depreciation, depletion and amortization, deferred income taxes and allowance for funds used during construction. Cash provided by operating activities in the Utility and Pipeline and Storage segments may vary substantially from year to year because of the impact of rate cases. In the Utility segment, supplier refunds, over- or under-recovered purchased gas costs and weather also significantly impact cash flow. The Company considers supplier refunds and over-recovered purchased gas costs as a substitute for short-term borrowings. The impact of weather on cash flow is tempered in the Utility segment's New York rate jurisdiction by its WNC and in the Pipeline and Storage segment by Supply Corporation's SFV rate design. Net cash provided by operating activities totalled $294.7 million in 1997, an increase of $126.2 million compared with the $168.5 million provided by operating activities in 1996. The majority of this increase occurred in the Utility segment as a result of an increase in cash receipts from gas sales and transportation service, a net increase in cash received as refunds from upstream pipelines, and lower O&M costs. Lower O&M costs in the Pipeline and Storage segment also contributed to the increase as did an increase in cash receipts from gas and oil sales in the Exploration and Production segment. Investing Cash Flow Capital Expenditures Capital expenditures represent the Company's additions to property, plant and equipment and are exclusive of equity investments in corporations and/or partnerships. The Company's cash outlay for capital expenditures totalled $214.0 million in 1997. Noncash capital expenditures totalled $12.3 million in the Other Nonregulated segment and related to Seneca's issuance of long-term notes to third parties in exchange for land and timber. The table below presents these expenditures by business segment: Year Ended September 30 (in millions) 1997 - --------------------------------------------- Utility $ 66.9 Pipeline and Storage 22.6 Exploration and Production 120.3 Other Nonregulated 16.5 - --------------------------------------------- $226.3 ============================================= Most of the Utility segment's capital expenditures were for the replacement of mains and main extensions, as well as for the replacement of service lines and, to a minor extent, the installation of new services. The bulk of the Pipeline and Storage segment's capital expenditures were made for additions, improvements and replacements to this segment's transmission and storage systems. The Exploration and Production segment spent approximately $96.6 million on its offshore program in the Gulf of Mexico, including offshore drilling expenditures, geological expenditures and lease acquisitions. Offshore exploratory and development drilling was concentrated on Ship Shoal 258, Vermilion 225, High Island 194, Main Pass 256, Main Pass 257, West Cameron 182, West Delta 30, West Cameron 540, Vermilion 309, Galveston 210, High Island A364 and High Island 179. Offshore lease acquisitions included South Marsh Island 122, Mustang Island 796 and 818 in Texas state waters and Eugene Island 9 and 91 in Louisiana state waters. Other offshore acquisitions included East Cameron 36, Visca Knowl 564, Oxy-High Island A356, Barrett-High Island A364 and Shell-High Island 179. Approximately $23.7 million was spent on the Exploration and Production segment's onshore program, including horizontal drilling in central Texas and developmental and exploratory drilling in California. In addition, acquisitions included leases in California and Wyoming. Other Nonregulated capital expenditures consisted primarily of timberland purchases. The Company's estimated capital expenditures for the next three years are:1 Year Ended September 30 (in millions) 1998 1999 2000 - -------------------------------------------------------------------- Utility $51.9 $56.9 $55.9 Pipeline and Storage 28.0 20.5 20.5 Exploration and Production 132.2 143.9 139.6 Other Nonregulated 0.3 0.3 0.3 - -------------------------------------------------------------------- $212.4 $221.6 $216.3 ==================================================================== Estimated expenditures for the Utility segment during the next three years will be concentrated in the areas of main replacements and extensions, service line replacements and, to a minor extent, the installation of new services.1 Estimated expenditures for the Pipeline and Storage segment in 1998 will be concentrated in the reconditioning of storage wells and the replacement of storage and transmission lines.1 Approximately $6.4 million is included in the 1998 budget for the Niagara Expansion Project, which would provide approximately 25,000 Dekatherms (Dth) per day of firm year-round capacity and 23,000 Dth per day of firm winter only capacity from the Niagara Falls, New York import point to interconnections at Leidy and Wharton, Pennsylvania.1 Supply Corporation began transportation service for the additional 25,000 Dth per day in November 1997 and has filed for Federal Energy Regulatory Commission (FERC) approval concerning the 23,000 Dth per day expansion of firm winter only capacity. Supply Corporation anticipates receiving such FERC approval by April or May of 1998.1 Supply Corporation also has a proposed 1999 Niagara Expansion Project (1999 Expansion), which would expand transportation capacity from the Canadian border at Niagara Falls, New York, to Leidy, Pennsylvania. Given the uncertain status of the 1999 Expansion, no amount has been included in the 1998 or 1999 budget as the timing of the "go ahead" for the 1999 Expansion will depend on several factors, including signed precedent agreements and FERC approval.1 A timetable has not been set for filing with the FERC. Estimated capital expenditures in 1998 for the Exploration and Production segment are approximately 10.0% higher than capital spending in 1997 as the Company sees significant opportunities for growth in this segment.1 These expenditures will be directed mainly toward developing Seneca's offshore and onshore prospects, reserve acquisitions and significantly expanding exploration activities.1 Approximately 75% of these expenditures will be directed offshore.1 In November 1997, the Company signed a letter of intent with the Whittier Trust Company to purchase for cash properties in the Midway-Sunset and Lost Hills field in the San Joaquin Basin of California. This potential acquisition will complement the Exploration and Production segment's reserve mix, bringing its new potential reserve base to 58% oil and 42% gas.1 This potential acquisition would also provide the Exploration and Production segment with the opportunity to continue its focus of growth by increasing its activities in the domestic onshore areas.1 The purchase price of these properties is expected to be in the range of $130 million to $150 million and is dependent upon various factors, including acceptance by Trust participants and swapping of certain Coalinga field properties for additional properties in the Midway-Sunset fields.1 The Company anticipates financing this purchase with long-term debt.1 No amount for this potential acquisition has been included in the estimated capital expenditure table above. The Company's capital expenditure program is under continuous review. The amounts are subject to modification for opportunities such as the acquisition of attractive oil and gas properties, timber or storage facilities and the expansion of transmission line capacities. While the majority of capital expenditures in the Utility segment are necessitated by the continued need for replacement and upgrading of mains and service lines, the magnitude of future capital expenditures in the Company's other business segments depends, to a large degree, upon market conditions.1 Investment in Unconsolidated Foreign Subsidiary In 1997, Horizon's wholly owned subsidiary, Bruwabel, acquired a 36.8% equity interest in SCT. SCT is a company with district heating and power generation operations located in the northern part of the Czech Republic. For calendar 1996, SCT reported profits of approximately $5.0 million. Bruwabel paid $22.0 million, including legal and finders fees, for its 36.8% equity interest. Bruwabel received a dividend of $0.9 million from its investment in SCT during 1997. In December 1997, Bruwabel acquired an additional 34% equity interest in SCT for approximately $22.0 million, thus raising its total ownership to 70.8%. As such, Bruwabel will begin to consolidate SCT into its financial statements during the first quarter of 1998. The acquisition was financed with short-term borrowings. Bruwabel's investment in SCT is valued in Czech Korunas, and as such, this investment is subject to currency exchange risk when the Czech Korunas are translated into U.S. Dollars. During 1997, the Czech Koruna devalued in relation to the U.S. Dollar, resulting in a negative adjustment to stockholders equity in the amount of approximately $2.0 million. This amount is reported as a Cumulative Translation Adjustment in Common Stock Equity on the Consolidated Balance Sheet. If the Czech Koruna increases in value in relation to the U.S. Dollar, the $2.0 million Cumulative Translation Adjustment could reverse and potentially become a positive adjustment to Common Stock Equity. Management cannot predict whether the Czech Koruna will increase or decrease in value against the U.S. Dollar.1 Other Investing Activities Other cash provided by or used in investing activities reflects cash received on the sale of the Company's investment in property, plant and equipment and cash used for other investments. In June 1997, the Company announced its intention to join as an equal partner in the Independence Pipeline Project, which is designed to bring gas from Defiance, Ohio to Leidy, Pennsylvania and is expected to cost $675 million.1 The Independence Pipeline Project as filed with the FERC will consist of approximately 370 miles of 36-inch diameter pipe with an initial capacity of approximately 900,000 Dth per day. In September 1997, the Company formed a new subsidiary, Seneca Independence Pipeline Company (SIP), which has agreed to purchase, upon receipt of regulatory approval, a one-third general partnership interest in Independence Pipeline Company, a Delaware general partnership. If the Independence Pipeline Project is not constructed, SIP's share of the development costs is estimated not to exceed $6.0 million to $8.0 million.1 It is expected that SIP will invest approximately $6.8 million in the partnership during 1998.1 SIP will most likely use short-term borrowings for the projected investments in 1998.1 In November 1996, Supply Corporation entered into a Memorandum of Understanding (the MOU) with Green Canyon Gathering Company, a subsidiary of El Paso Energy, regarding a project to develop, construct, finance, own and operate natural gas gathering and processing facilities offshore and onshore Louisiana, at an estimated total cost of about $200 million.1 The MOU has been amended several times since then, and currently provides for the parties to (i) share past and future development costs for the Project through December 31, 1998, and (ii) negotiate toward definitive agreements to form one or more 50-50 entities and to finance, develop, build, own and operate the Project. The FERC ruled in March 1997 that most of the Project would be jurisdictional, so additional regulatory filings would be necessary to construct and operate the Project. The parties will prepare and make those filings whenever justified by customer demand. If the MOU expires without any additional filings at the FERC, Supply Corporation's share of the development costs through December 31, 1998 is unlikely to exceed $1.2 million, of which Supply Corporation had paid about $0.9 million as of September 30, 1997.1 These paid costs are recorded in Deferred Charges on the Consolidated Balance Sheet at September 30, 1997. Supply Corporation is currently using short-term borrowings to finance the Project. Financing Cash Flow In order to meet the Company's capital requirements, cash from external sources must periodically be obtained through short-term bank loans and commercial paper, as well as through issuances of long-term debt and equity securities. The Company expects these traditional sources of cash to continue to supplement its internally generated cash during the next several years.1 In August 1997, the Company issued $100.0 million of 6.214% medium-term notes due in August 2027. After reflecting underwriting discounts and commissions, the net proceeds to the Company amounted to $99.5 million. Such proceeds were used to reduce short-term borrowings. In November 1997, the Company retired $50.0 million of 6.42% medium-term notes. Short-term borrowings were used to retire these notes. The Company's embedded cost of long-term debt was 6.9% and 7.0% at September 30, 1997 and 1996, respectively. Consolidated short-term debt decreased $107.3 million during 1997. The Company continues to consider short-term bank loans and commercial paper important sources of cash for temporarily financing capital expenditures, gas- in-storage inventory, unrecovered purchased gas costs, exploration and development expenditures and other working capital needs. In addition, the Company considers supplier refunds and over-recovered purchased gas costs as a substitute for short-term debt. Fluctuations in these items can have a significant impact on the amount and timing of short-term debt. The Company's present liquidity position is believed to be adequate to satisfy known demands.1 Under the Company's covenants contained in its indenture covering its long-term debt, as amended, the Company would have been permitted to issue up to a maximum of approximately $504.0 million in additional long-term unsecured indebtedness at September 30, 1997, in light of then current long-term interest rates. In addition, at September 30, 1997,the Company had regulatory authorizations and unused short-term credit lines that would have permitted it to borrow an additional $507.6 million of short-term debt. The amounts and timing of the issuance and sale of debt and/or equity securities will depend on market conditions, regulatory authorizations and the requirements of the Company.1 The Company, through Seneca, has entered into certain price swap agreements to manage a portion of the market risk associated with fluctuations in the market price of natural gas and crude oil. These price swap agreements are not held for trading purposes. During 1997, Seneca utilized natural gas and crude oil price swap agreements with notional amounts of 24.9 equivalent Bcf and 1,371,500 equivalent bbl, respectively. These hedging activities resulted in the recognition of a pre-tax loss of approximately $21.5 million. This loss was offset by higher prices received for actual natural gas and crude oil production. At September 30, 1997, Seneca had natural gas price swap agreements outstanding with a notional amount of approximately 36.3 equivalent Bcf at prices ranging from $1.77 per Mcf to $2.55 per Mcf. The weighted average fixed price of these swap agreements is approximately $2.15 per Mcf. Seneca also had crude oil price swap agreements outstanding at September 30, 1997 with a notional amount of 1,026,000 equivalent bbl at prices ranging from $17.50 per bbl to $20.56 per bbl. The weighted average fixed price of these swap agreements is approximately $18.96 per bbl. The Company, through NFR, participates in the natural gas futures market to manage a portion of the market risk associated with fluctuations in the price of natural gas. Such futures are not held for trading purposes. During 1997, NFR recognized a pre-tax gain of approximately $1.4 million related to such futures contracts. Since these futures contracts qualify and have been designated as hedges, any gains or losses resulting from market price changes are substantially offset by the related commodity transaction. At September 30, 1997, NFR had long positions in the futures market amounting to a notional amount of 7.4 Bcf at prices ranging from $2.04 per Mcf to $3.49 per Mcf. The weighted average contract price of these futures contracts is approximately $2.61 per Mcf. NFR had short positions in the futures market amounting to a notional amount of 2.3 Bcf at prices ranging from $2.06 per Mcf to $3.61 per Mcf. The weighted average contract price of these futures contracts is approximately $2.97 per Mcf. In addition, the Company has SEC authority to enter into certain interest rate swap agreements. For further discussion of the Company's derivative financial instruments, see disclosure in Note F - Financial Instruments under the heading "Derivative Financial Instruments" in Item 8 of this report. The Company's credit risk is the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations related to investments, such as temporary cash investments, cash surrender values of insurance contracts, and derivative financial instruments. The Company does not anticipate any material impact to its financial position, results of operations or cash flow as a result of nonperformance by counterparties.1 See further discussion in Note F-Financial Instruments under the heading "Credit Risk" in Item 8 of this report. The Company is involved in litigation arising in the normal course of its business. In addition to the regulatory matters discussed in Note B - Regulatory Matters, in Item 8 of this report, the Company is involved in other regulatory matters arising in the normal course of business that involve rate base, cost of service and purchased gas cost issues. While the resolution of such litigation or other regulatory matters could have a material effect on earnings and cash flows in the year of resolution, neither this litigation nor these other regulatory matters are expected to materially change the Company's present liquidity position nor have a material adverse effect on the financial condition of the Company at this time.1 Rate Matters Utility New York Jurisdiction In November 1995, Distribution Corporation filed in its New York jurisdiction a request for an annual rate increase of $28.9 million with a requested return on equity of 11.5%. A two-year settlement with the parties in this rate proceeding was approved by the Public Service Commission of the State of New York (PSC). Effective October 1, 1996 and October 1, 1997, Distribution Corporation received annual base rate increases of $7.2 million. The settlement did not specify a rate of return on equity. Generally, earnings above a 12% return on equity (excluding certain items and determined on a cumulative basis over the three years ending September 30, 1998) will be shared equally between shareholders and ratepayers. As a result of this sharing mechanism, Distribution Corporation recorded an estimated cumulative refund provision to its customers of $3.0 million ($2.0 million after-tax) during the fourth quarter of 1997. The final amount owed to customers, if any, will not be known until the conclusion of the settlement period. In June 1997, the PSC issued an order requiring jurisdictional utilities to file plans to offer heating customers a fixed price service option for the coming winter heating season. The order also directed the utilities to submit proposals for increased supply diversity with a view toward fostering price stability. In August 1997, Distribution Corporation filed in its New York jurisdiction a plan to comply with the PSC's order and the PSC subsequently approved the plan in October 1997. The fixed price service option that was approved gives heating customers the opportunity to be guaranteed a fixed unit price for natural gas during the billing period of December 1997 through April 1998. The option was made available on a first-come, first-served basis to a maximum of 100,000 heating customers. Approximately 11,000 heating customers chose the fixed price service option, which will fix the monthly gas adjustment at $.13832 per hundred cubic feet, which is 20% less than the average gas adjustment experienced during the 1996 - 1997 heating season. However, this rate is higher than the gas adjustment experienced during the 1995 - 1996 heating season. Distribution Corporation locked in commodity prices for approximately 30% of the New York jurisdiction's planned purchases during the period of November 1997 through March 1998. Other components of heating customers rates will remain unchanged. New York's gas industry restructuring effort continues to develop at a slow pace. As of the end of September 1997, 14,000 small volume customers across the state chose aggregator services over their utility. In Distribution Corporation's service territory, 1,500 small volume customers (out of over 500,000) are purchasing gas from eight aggregators, for a total annual load of just over 1 Bcf. At the urging of the PSC, Distribution Corporation began to offer storage release service to aggregators on June 27, 1997. Currently, Distribution's is the only actual release storage service available in New York State. Whether aggregators find the service attractive enough to increase marketing activity remains to be seen. Pennsylvania Jurisdiction Distribution Corporation currently does not have a rate case on file with the Pennsylvania Public Utility Commission (PaPUC). Management will continue to monitor its financial position in the Pennsylvania jurisdiction to determine the necessity of filing a rate case in the future. In April 1997, Distribution Corporation filed a proposal for a customer choice pilot program, called Energy Select, with the PaPUC. The PaPUC approved Energy Select in June 1997 and service commenced on October 1, 1997. Energy Select, which will last one and one-half years, allows approximately 19,000 small commercial and residential customers of Distribution Corporation in the greater Sharon, Pennsylvania area to purchase gas supplies from qualified, participating non-utility suppliers (or marketers) of gas. Distribution Corporation is not a supplier of gas in this pilot. Under Energy Select, Distribution Corporation will continue to deliver the gas to the customer's home or business and will remain responsible for reading customer meters, the safety and maintenance of its pipeline system and responding to gas emergencies. The Company's marketing affiliate, NFR, is a participating supplier in Energy Select. General rate increases in both the New York and Pennsylvania jurisdictions do not reflect the recovery of purchased gas costs. Such costs are recovered through operation of the purchased gas adjustment clauses. State Regulatory Environment The New York and Pennsylvania regulatory commissions continue to address restructuring of the gas industry in response to the FERC's Order 636. Distribution Corporation is working closely with the state regulatory commissions to resolve issues consistent with Distribution Corporation objectives. Current proceedings and other regulatory and legislative developments are discussed below: New York Generic Restructuring Proceeding. This proceeding is examining the appropriate retail or end-use impacts resulting from the FERC's Order 636 pipeline restructuring. On March 28, 1996, the PSC issued an order directing the state's local distribution companies (LDCs), including Distribution Corporation, to file additional tariff amendments regarding this proceeding. On April 30, 1996, Distribution Corporation submitted a filing, effective May 1, 1996 on a temporary basis, proposing to amend its services to provide a framework for small customer aggregation in compliance with the PSC's March 28, 1996 Order (Distribution Corporation already offers unbundled, flexible service to its commercial and industrial customers). The changes provide the option for all customers to choose from whom they want to buy gas, which could be Distribution Corporation, another utility, or a non-utility supplier or marketer. If a customer purchases gas from a supplier other than Distribution Corporation, the supplier would obtain and transport the gas to Distribution Corporation's pipeline system and Distribution Corporation would then deliver the gas to the customer. Distribution Corporation would continue to be responsible for maintaining its pipelines and responding to safety calls, but billing and other traditional services would be assumed by the alternate supplier. On September 12, 1996, the PSC issued an order approving the April 30, 1996 filing, subject to additional changes. Further revisions were filed as directed for an effective date of October 1, 1996. On June 27, 1997, Distribution Corporation's tariff was further amended to provide unbundled storage capacity to qualified marketers. Filed and approved in compliance with the PSC's restructuring orders, the service allows marketers to take release of Distribution Corporation's storage and transmission capacity in order to serve retail end users through the aggregation services described above. The service includes, to the extent necessary, inventory transfers at pre-determined prices. On September 4, 1997, the PSC issued an order addressing upstream capacity requirements for LDCs. In the PSC's March 28, 1996 order, the LDCs, including Distribution Corporation, were authorized to require converting sales customers (or their marketers) to take an allocation of upstream capacity for up to a three year period. The PSC stated that prior to the start of the third year (April 1998), each utility would be required to demonstrate "its efforts to relieve itself of excess capacity." The PSC further held that "we will address any issues of stranded costs then." The September 4, 1997 order implements the third year review by directing the state's LDCs to, no later than April 1, 1998, submit plans addressing upstream capacity issues including stranded costs. Distribution Corporation is currently reviewing its portfolio of upstream capacity consistent with the provisions of the September 4, 1997 order. Also, on September 4, 1997, the PSC issued a notice inviting comments on a report prepared by the PSC Staff for the Department of Public Service entitled "The Future of the Natural Gas Industry" (Position Paper). Acknowledging that customer choice has not evolved as expected under the Generic Restructuring orders, the PSC Staff reaches the "fundamental conclusion" that "the most effective way to establish a robustly competitive market in gas supply is to separate the merchant and distribution functions." Toward that end, the Position Paper sets forth a variety of recommendations addressing issues such as upstream capacity, rate design, system reliability, market power, customer communication, social programs and taxes. The PSC Staff believes that a five year period is necessary for LDCs to transition out of the merchant business. On November 20, 1997, Distribution Corporation filed initial comments supporting the PSC Staff's proposal that LDCs exit the merchant function. Additional comments consistent with Distribution Corporation's objectives were offered on other issues raised in the Position Paper. Pennsylvania The PaPUC has not issued a generic rulemaking for industry restructuring, opting instead for a case-by-case approach promoting small customer aggregation programs including Distribution's Energy Select pilot described above. Two issues dealt with generically, however, are affiliate transactions and supplier fitness standards, for which the PaPUC adopted policy statements in June 1997. To the extent required, Distribution Corporation has already implemented procedures consistent with those policy statements. On the legislative front, a gas restructuring bill was introduced in 1997 proposing to amend the Public Utility Code to require that LDCs exit the merchant function in three years. Modeled after the 1996 electric competition law, House Bill 1068 (introduced in the Senate as S.943) would, if enacted, provide direct access to competitive markets for all retail gas customers. The Company is not able to predict the outcome of the bill. However, it appears that the bill would not become law earlier than 1998.1 Pipeline and Storage On October 31, 1994, Supply Corporation filed for an annual rate increase of $21.0 million, with a requested return on equity of 12.6%. In February 1996, the FERC approved a settlement authorizing an annual rate increase of approximately $6.0 million with a return on equity of 11.3%. The new rates were put into effect on April 1, 1996, retroactive to June 1, 1995. With this settlement, Supply Corporation agreed not to seek recovery for increased cost of service until April 1, 1998. Supply Corporation also agreed not to seek recovery of revenues related to certain terminated service from other storage customers until April 1, 2000, as long as the terminations were not greater than approximately 30% of the terminable service. Management has been successful in marketing and obtaining executed contracts for such terminated storage service and does not anticipate a problem in obtaining executed contracts for additional terminated storage service as it arises. 1 Other Matters Environmental Matters The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Company has established procedures for on-going evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory policies and procedures. It is the Company's policy to accrue estimated environmental clean-up costs when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs. Distribution Corporation has estimated that clean-up costs related to several former manufactured gas plant sites and several other waste disposal sites are in the range of $9.3 million to $9.9 million.1 At September 30, 1997, Distribution Corporation has recorded the minimum liability of $9.3 million. The ultimate cost to Distribution Corporation with respect to the remediation of these sites will depend on such factors as the remediation plan selected, the extent of the site contamination, the number of additional potentially responsible parties at each site and the portion, if any, attributed to Distribution Corporation.1 The Company is currently not aware of any material additional exposure to environmental liabilities. However, adverse changes in environmental regulations or other factors could impact the Company. In New York and Pennsylvania, Distribution Corporation is recovering site investigation and remediation costs in rates. For further discussion, see disclosure in Note H - Commitments and Contingencies under the heading "Environmental Matters" in Item 8 of this report. New Accounting Pronouncements. During 1997, the Financial Accounting Standards Board issued three new accounting pronouncements that will impact the Company: Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share"; SFAS 130, "Reporting Comprehensive Income"; and SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." For further discussion, see disclosure in Note A - Summary of Significant Accounting Policies in Item 8 of this report. Year 2000 As the millennium approaches, the Company is preparing all of its computer systems to be Year 2000 compliant. Management is in the process of finalizing a comprehensive review of its computer systems to identify the systems that could be affected and is developing a conversion plan to resolve the issue. The cost of upgrading systems will be expensed as incurred. Management estimates that such costs will be approximately $1.0 million.1 Effects of Inflation Although the rate of inflation has been relatively low over the past few years, and thus has benefited both the Company and its customers, the Company's operations remain sensitive to increases in the rate of inflation because of its capital spending and the regulated nature of two of its major operating segments. Safe Harbor for Forward-Looking Statements The Company is including the following cautionary statement in this combined Annual Report to Shareholders/Form 10-K to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are also expressly qualified by these cautionary statements. Certain statements contained herein, including those which are designated with a "1", are forward-looking statements and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statement: 1. Changes in economic conditions, demographic patterns and weather conditions 2. Changes in the availability and/or price of natural gas and oil 3. Inability to obtain new customers or retain existing ones 4. Significant changes in competitive factors affecting the Company 5. Governmental/regulatory actions and initiatives, including those affecting financings, allowed rates of return, industry and rate structure, franchise renewal, and environmental/safety requirements 6. Unanticipated impacts of restructuring initiatives in the natural gas and electric industries 7. Significant changes from expectations in actual capital expenditures and operating expenses and unanticipated project delays 8. Occurrences affecting the Company's ability to obtain funds from operations, debt or equity to finance needed capital expenditures and other investments 9. Ability to successfully identify and finance oil and gas property acquisitions and ability to operate existing and any subsequently acquired properties 10. Ability to successfully identify, drill for and produce economically viable natural gas and oil reserves 11. Changes in the availability and/or price of derivative financial instruments 12. Inability of the various counterparties to meet their obligations with respect to the Company's financial instruments 13. Regarding foreign operations - changes in foreign trade and monetary policies, laws and regulations related to foreign operations, political and governmental changes, inflation and exchange rates, taxes and operating conditions 14. Significant changes in tax rates or policies or in rates of inflation or interest 15. Significant changes in the Company's relationship with its employees and the potential adverse effects if labor disputes or grievances were to occur 16. Changes in accounting principles and/or the application of such principles to the Company The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof. ITEM 7A Quantitative and Qualitative Disclosure About Market Risk Not Applicable. ITEM 8 Financial Statements and Supplementary Data Index to Financial Statements - ----------------------------- Page ---- Financial Statements: Report of Independent Accountants 50 Consolidated Statements of Income and Earnings Reinvested in the Business, three years ended September 30, 1997 51 Consolidated Balance Sheets at September 30, 1997 and 1996 52-53 Consolidated Statement of Cash Flows, three years ended September 30, 1997 54 Notes to Consolidated Financial Statements 55-57 Financial Statement Schedules: For the three years ended September 30, 1997 II-Valuation and Qualifying Accounts 77 All other schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. Supplementary Data - ------------------ Supplementary data that is included in Note J - Quarterly Financial Data (unaudited) and Note L - Supplementary Information for Oil and Gas Producing Activities, appears under this Item, and reference is made thereto. Report of Management - -------------------- Management is responsible for the preparation and integrity of the Company's financial statements. The financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and necessarily include some amounts that are based on management's best estimates and judgment. The Company maintains a system of internal accounting and administrative controls and an ongoing program of internal audits that management believes provide reasonable assurance that assets are safeguarded and that transactions are properly recorded and executed in accordance with management's authorization. The Company's financial statements have been examined by our independent accountants, Price Waterhouse LLP, which also conducts a review of internal controls to the extent required by generally accepted auditing standards. The Audit Committee of the Board of Directors, composed solely of outside directors, meets with management, internal auditors and Price Waterhouse LLP to review planned audit scope and results and to discuss other matters affecting internal accounting controls and financial reporting. The independent accountants have direct access to the Audit Committee and periodically meet with it without management representatives present. Report of Independent Accountants --------------------------------- To the Board of Directors and Shareholders of National Fuel Gas Company In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of National Fuel Gas Company and its subsidiaries at September 30, 1997 and 1996, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 1997, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Buffalo, New York October 24, 1997 National Fuel Gas Company ------------------------- Consolidated Statements of Income and Earnings ---------------------------------------------- Reinvested in the Business -------------------------- Year Ended September 30 (Thousands of Dollars, Except Per Common Share Amounts) 1997 1996 1995 ---- ---- ---- Income Operating Revenues $1,265,812 $1,208,017 $ 975,496 ---------- ---------- ---------- Operating Expenses Purchased Gas 528,610 477,357 351,094 Operation 262,328 282,795 266,786 Maintenance 25,698 26,411 25,719 Property, Franchise and Other Taxes 100,549 99,456 91,837 Depreciation, Depletion and Amortization 111,650 98,231 71,782 Income Taxes - Net 68,674 66,321 43,879 ---------- ---------- ---------- 1,097,509 1,050,571 851,097 ---------- ---------- ---------- Operating Income 168,303 157,446 124,399 Other Income 3,196 3,869 5,378 ---------- ---------- ---------- Income Before Interest Charges 171,499 161,315 129,777 ---------- ---------- ---------- Interest Charges Interest on Long-Term Debt 42,131 40,872 40,896 Other Interest 14,680 15,772 12,987 ---------- ---------- ---------- 56,811 56,644 53,883 ---------- ---------- ---------- Net Income Available for Common Stock 114,688 104,671 75,894 Earnings Reinvested in the Business Balance at Beginning of Year 422,874 380,123 363,854 ---------- ---------- ---------- 537,562 484,794 439,748 Dividends on Common Stock 64,967 61,920 59,625 ---------- ---------- ---------- Balance at End of Year $ 472,595 $ 422,874 $ 380,123 ========== ========== ========== Earnings Per Common Share $3.01 $2.78 $2.03 ========== ========== ========== Weighted Average Common Shares Outstanding 38,083,514 37,613,305 37,396,875 ========== ========== ========== See Notes to Consolidated Financial Statements National Fuel Gas Company ------------------------- Consolidated Balance Sheets --------------------------- At September 30 (Thousands of Dollars) 1997 1996 ---- ---- Assets Property, Plant and Equipment $2,668,478 $2,471,063 Less - Accumulated Depreciation, Depletion and Amortization 849,112 761,457 ---------- ---------- 1,819,366 1,709,606 ---------- ---------- Current Assets Cash and Temporary Cash Investments 14,039 19,320 Receivables - Net 107,417 96,740 Unbilled Utility Revenue 20,433 20,778 Gas Stored Underground 29,856 34,727 Materials and Supplies - at average cost 19,115 21,544 Prepayments 17,807 27,872 ---------- ---------- 208,667 220,981 ---------- ---------- Other Assets Recoverable Future Taxes 91,011 88,832 Unamortized Debt Expense 23,394 25,193 Other Regulatory Assets 48,350 57,086 Investment in Unconsolidated Foreign Subsidiary 18,887 - Deferred Charges 12,025 7,377 Other 45,631 40,697 ---------- ---------- 239,298 219,185 ---------- ---------- $2,267,331 $2,149,772 ========== ========== See Notes to Consolidated Financial Statements National Fuel Gas Company ------------------------- Consolidated Balance Sheets --------------------------- At September 30 (Thousands of Dollars) 1997 1996 ---- ---- Capitalization and Liabilities Capitalization: Common Stock Equity Common Stock, $1 Par Value Authorized - 100,000,000 Shares; Issued and Outstanding - 38,165,888 Shares and 37,851,655 Shares, Respectively $ 38,166 $ 37,852 Paid In Capital 405,028 395,272 Earnings Reinvested in the Business 472,595 422,874 Cumulative Translation Adjustment (2,085) - ---------- ---------- Total Common Stock Equity 913,704 855,998 Long-Term Debt, Net of Current Portion 581,640 574,000 ---------- ---------- Total Capitalization 1,495,344 1,429,998 ---------- ---------- Current and Accrued Liabilities Notes Payable to Banks and Commercial Paper 92,400 199,700 Current Portion of Long-Term Debt 103,359 - Accounts Payable 74,105 64,610 Amounts Payable to Customers 10,516 4,618 Other Accruals and Current Liabilities 83,793 82,520 ---------- ---------- 364,173 351,448 ---------- ---------- Deferred Credits Accumulated Deferred Income Taxes 288,555 281,207 Taxes Refundable to Customers 19,427 21,005 Unamortized Investment Tax Credit 12,041 12,711 Other Deferred Credits 87,791 53,403 ---------- ---------- 407,814 368,326 ---------- ---------- Commitments and Contingencies - - ---------- ---------- $2,267,331 $2,149,772 ========== ========== See Notes to Consolidated Financial Statements
National Fuel Gas Company ------------------------- Consolidated Statement of Cash Flows ------------------------------------ Year Ended September 30 (Thousands of Dollars) 1997 1996 1995 ---- ---- ---- Operating Activities Net Income Available for Common Stock $114,688 $104,671 $ 75,894 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation, Depletion and Amortization 111,650 98,231 71,782 Deferred Income Taxes 3,800 3,907 8,452 Other 8,030 4,540 275 Change in: Receivables and Unbilled Utility Revenue (10,332) (20,747) 16,034 Gas Stored Underground and Materials and Supplies 7,300 (6,308) 5,733 Prepayments 10,065 1,881 (9,144) Accounts Payable 9,495 10,768 (14,451) Amounts Payable to Customers 5,898 (46,383) 12,287 Other Accruals and Current Liabilities (2,120) 18,200 (1,305) Other Assets and Liabilities - Net 36,188 (291) 8,804 -------- -------- -------- Net Cash Provided by Operating Activities 294,662 168,469 174,361 -------- -------- -------- Investing Activities Capital Expenditures (214,001) (171,567) (182,826) Investment in Unconsolidated Foreign Subsidiary (21,075) - - Other 1,429 (1,366) 10,646 --------- -------- -------- Net Cash Used in Investing Activities (233,647) (172,933) (172,180) --------- -------- -------- Financing Activities Change in Notes Payable to Banks and Commercial Paper (107,300) 52,100 35,100 Net Proceeds from Issuance of Long-Term Debt 99,500 99,650 99,099 Reduction of Long-Term Debt (1,310) (88,500) (96,000) Proceeds from Issuance of Common Stock 7,074 8,956 2,555 Dividends Paid on Common Stock (64,260) (61,179) (59,194) -------- -------- -------- Net Cash Provided by (Used in) Financing Activities (66,296) 11,027 (18,440) -------- -------- -------- Net Increase (Decrease) in Cash and Temporary Cash Investments (5,281) 6,563 (16,259) Cash and Temporary Cash Investments at Beginning of Year 19,320 12,757 29,016 -------- -------- -------- Cash and Temporary Cash Investments at End of Year $ 14,039 $ 19,320 $ 12,757 ======== ======== ======== See Notes to Consolidated Financial Statements National Fuel Gas Company Notes to Consolidated Financial Statements Note A - Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated where appropriate. The Company currently uses the equity method of accounting for its investment in Severoceske Teplarny, a.s. (SCT). In 1997, Horizon's wholly-owned subsidiary, Beheer-En Beleggingsmaatschappij Bruwabel, B.V. (Bruwabel) acquired a 36.8% equity interest in SCT. The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain prior year amounts have been reclassified to conform with current year presentation. Regulation Two of the Company's principal subsidiaries, Distribution Corporation and Supply Corporation, are subject to regulation by state and federal authorities having jurisdiction. Distribution Corporation and Supply Corporation have accounting policies which conform to generally accepted accounting principles, as applied to regulated enterprises, and are in accordance with the accounting requirements and ratemaking practices of the regulatory authorities. Reference is made to Note B - Regulatory Matters for further discussion. Revenues Revenues are recorded as bills are rendered, except that service supplied but not billed is reported as "Unbilled Utility Revenue" and is included in operating revenues for the year in which service is furnished. Unrecovered Purchased Gas Costs and Refunds Distribution Corporation's rate schedules contain clauses that permit adjustment of revenues to reflect price changes from the cost of purchased gas included in base rates. Differences between amounts currently recoverable and actual adjustment clause revenues, as well as other price changes and pipeline and storage company refunds not yet includable in adjustment clause rates, are deferred and accounted for as either unrecovered purchased gas costs or amounts payable to customers. Property, Plant and Equipment The principal assets, consisting primarily of gas plant in service, are recorded at the historical cost when originally devoted to service in the regulated businesses, as required by regulatory authorities. Such cost includes an Allowance for Funds Used During Construction (AFUDC), which is defined in applicable regulatory systems of accounts as the net cost of borrowed funds used for construction purposes and a reasonable rate on other funds when so used. The rates used in the calculation of AFUDC are determined in accordance with guidelines established by regulatory authorities. Included in property, plant and equipment is the cost of gas stored underground - noncurrent, representing the volume of gas required to maintain pressure levels for normal operating purposes as well as gas volumes maintained for system balancing and other purposes, including those needed for no-notice transportation service. Maintenance and repairs of property and replacements of minor items of property are charged directly to maintenance expense. The original cost of the regulated subsidiaries' property, plant and equipment retired, and the cost of removal less salvage, are charged to accumulated depreciation. Oil and gas exploration and development costs are capitalized under the full-cost method of accounting as prescribed by the Securities and Exchange Commission (SEC). All costs directly associated with property acquisition, exploration and development activities are capitalized, with the principal limitation that such capitalized amounts not exceed the present value of estimated future net revenues from the production of proved gas and oil reserves plus the lower of cost or market of unevaluated properties, net of related income tax effect (the full-cost ceiling). The present value of estimated future net revenues is computed based on end-of-year prices adjusted for contracted price changes. At September 30, 1997, Seneca's capitalized costs under the full-cost method of accounting were well below the full-cost ceiling. There are certain factors, including price declines, which could lower the full-cost ceiling and cause an impairment of Seneca's oil and gas assets. Depreciation, Depletion and Amortization Depreciation, depletion and amortization are computed by application of either the straight-line method or the gross revenue method, in amounts sufficient to recover costs over the estimated service lives of property in service, and for oil and gas properties, over the period of estimated gross revenues from proved reserves. The costs of unevaluated oil and gas properties are excluded from this computation. For timber properties, depletion, determined on a property by property basis, is charged to operations based on the annual amount of timber cut in relation to the total amount of recoverable timber. The provisions for depreciation, depletion and amortization, as a percentage of average depreciable property were 4.6% in 1997, 4.4% in 1996 and 3.5% in 1995. Gas Stored Underground - Current Gas stored underground - current is carried at lower of cost or market, on a last-in, first-out (LIFO) method. Under present regulatory practice, the liquidation of a LIFO layer is reflected in future gas cost adjustment clauses. Based upon the average price of spot market gas purchased in September 1997, including transportation costs, the current cost of replacing the inventory of gas stored underground-current exceeded the amount stated on a LIFO basis by approximately $47.6 million at September 30, 1997. Unamortized Debt Expense Costs associated with the issuance of debt by the Company are deferred and amortized over the lives of the related issues. Costs associated with the reacquisition of debt related to rate-regulated subsidiaries are deferred and amortized over the remaining life of the issue or the life of the replacement debt in order to match regulatory treatment. Foreign Currency Translation The functional currency for the Company's foreign operations is the Czech Koruna. The translation from the Czech Koruna to U. S. Dollars is performed for balance sheet accounts by using current exchange ratios in effect at the balance sheet date, and for revenue and expense accounts by using an average exchange rate during the period. The resultant translation adjustment is reported as a Cumulative Translation Adjustment, a separate component of Common Stock Equity. Income Taxes The Company and its domestic subsidiaries file a consolidated federal income tax return. Investment Tax Credit, prior to its repeal in 1986, was deferred and is being amortized over the estimated useful lives of the related property, as required by regulatory authorities having jurisdiction. Financial Instruments The Company, in its Exploration and Production segment and natural gas marketing operations utilizes price swap agreements and natural gas futures, respectively, to manage a portion of the market risk associated with fluctuations in the price of natural gas and crude oil. Gains or losses from the price swap agreements are accrued in operating revenues on the Consolidated Statement of Income at the contract settlement dates. Gains or losses from natural gas futures are recorded in Other Deferred Credits on the Consolidated Balance Sheet until the hedged commodity transaction occurs, at which point they are reflected in operating revenues on the Consolidated Statement of Income. Reference is made to Note F - Financial Instruments for further discussion. Consolidated Statement of Cash Flows For purposes of the Consolidated Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity of generally three months or less to be cash equivalents. Interest paid in 1997, 1996 and 1995 was $52.4 million, $54.8 million and $53.5 million, respectively. Net income taxes paid in 1997, 1996 and 1995 were $69.2 million, $60.8 million and $34.6 million, respectively. Earnings Per Common Share Earnings per common share are calculated using the weighted average number of shares outstanding during each fiscal year. Common stock equivalents in the form of stock options do not have a material dilutive effect on earnings per common share. New Accounting Pronouncements Earnings Per Share In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS 128 replaces the standards for computing earnings per share previously found in Accounting Principles Board Opinion No. 15, "Earnings per Share" (APB 15). SFAS 128 requires dual presentation of basic and diluted earnings per share (EPS) on the face of the income statement for all entities with complex capital structures. Basic EPS is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Such additional shares are added to the denominator of the basic EPS calculation in order to calculate diluted EPS. The Company is required to adopt SFAS 128 in the first quarter of 1998. Earlier application is not permitted and restatement of all prior period EPS data presented is required. The Company does not believe that common stock equivalents in the form of stock options will have a material dilutive effect on its EPS under SFAS 128. However, since SFAS 128 eliminated the 3% materiality threshold of APB 15, diluted EPS will be disclosed as required by SFAS 128. Comprehensive Income In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for reporting and display of comprehensive income in a full set of general-purpose financial statements. Comprehensive income, as described in SFAS 130, includes Net Income Available for Common Stock as well as items under existing accounting standards that are reported as adjustments to stockholders' equity. Such adjustments to stockholders' equity include foreign currency translation adjustments, minimum pension liability adjustments and unrealized gains and losses on certain investments in debt and equity securities. The Company is required to adopt SFAS 130 in the first quarter of 1999. However, earlier application is permitted. The Company is currently in the process of determining how it will present comprehensive income and its components within the guidelines established by SFAS 130. SFAS 130 requires restatement of prior period financial statements for comparability. Business Segment Information In June 1997, the FASB issued SFAS 131, "Disclosures about Segments of an Enterprise and Related Informtion" (SFAS 131). SFAS 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. Generally, SFAS 131 requires reporting segment information under a management approach. The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. SFAS 131 supersedes SFAS 14, "Financial Reporting for Segments of a Business Enterprise," but retains the requirement to report information about major customers. The Company is required to adopt SFAS 131 in its annual report for 1999. However, earlier application is permitted. In the second year of application, SFAS 131 will be applied to interim periods. The Company is currently in the process of determining how SFAS 131 will impact its segment reporting. SFAS 131 would require restatement of prior period financial statements for comparability. Note B - Regulatory Matters Regulatory Assets and Liabilities Distribution Corporation and Supply Corporation have incurred various costs and received various credits which have been reflected as regulatory assets and liabilities on the Company's consolidated balance sheets. Accounting for such costs and credits as regulatory assets and liabilities is in accordance with SFAS 71, "Accounting for the Effect of Certain Types of Regulation" (SFAS 71). This statement sets forth the application of generally accepted accounting principles for those companies whose rates are established by or are subject to approval by an independent third-party regulator. Under SFAS 71, regulated companies defer costs and credits on the balance sheet as regulatory assets and liabilities when it is probable that those costs and credits will be allowed in the ratesetting process in a period different from the period in which they would have been reflected in income by an unregulated company. These deferred regulatory assets and liabilities are then flowed through the income statement in the period in which the same amounts are reflected in rates. Distribution Corporation and Supply Corporation have recorded the following regulatory assets and liabilities: At September 30 (Thousands) 1997 1996 ---- ---- Regulatory Assets: Recoverable Future Taxes (Note C) $ 91,011 $ 88,832 Unamortized Debt Expense (Note A) 18,603 20,319 Pension and Post-Retirement Benefit Costs (Note G) 24,200 22,259 Order 636 Transition Costs* 5,015 14,256 Gathering Plant 7,675 9,868 Environmental Clean-up (Note H) 8,697 8,144 Other 2,763 2,559 -------- -------- Total Regulatory Assets 157,964 166,237 -------- -------- Regulatory Liabilities: Amounts Payable to Customers (Note A) 10,516 4,618 New York Rate Settlement 22,232 1,675 Taxes Refundable to Customers (Note C) 19,427 21,005 Pension and Post-Retirement Benefit Costs (Note G) 10,446 4,665 Other 1,538 541 -------- -------- Total Regulatory Liabilities 64,159 32,504 -------- -------- Net Regulatory Position $ 93,805 $133,733 ======== ======== * Exclusive of amounts being collected through gas costs. Such amounts are included in unrecovered purchased gas costs or amounts payable to customers. If for any reason, including deregulation, a change in the method of regulation, or a change in competitive environment, Distribution Corporation and/or Supply Corporation ceases to meet the criteria for application of SFAS 71 for all or part of their operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the balance sheet and included in income of the period in which the discontinuance of SFAS 71 occurs. Such amounts would be classified as an extraordinary item. New York Rate Settlement The New York jurisdiction of Distribution Corporation entered into a rate settlement with the Public Service Commission of the State of New York (PSC) during 1996. The settlement acknowledged that Distribution Corporation may incur expenses above those included in the current rate structure for certain specific items. The settlement allows Distribution Corporation to utilize certain refunds from upstream pipeline companies and certain credits to offset such additional expenses. At September 30, 1997 and 1996, such refunds and credits combined amounted to $19.2 million and $1.7 million, respectively. At the end of the settlement period, if such refunds or credits exceed the specified additional expenses, the excess amount would be passed back to the customers. The settlement also provided that earnings above a 12% return on equity (excluding certain items and determined on a cumulative basis over the three years ending September 30, 1998) will be shared equally between shareholders and ratepayers. As a result of this sharing mechanism, Distribution Corporation recorded an estimated cumulative refund provision to its customers of $3.0 million during the fourth quarter of 1997 related to the two years ended September 30, 1997. The final amount owed to customers, if any, will not be known until the conclusion of the settlement period. Note C - Income Taxes The components of federal and state income taxes included in the Consolidated Statement of Income are as follows: Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Operating Expenses: Current Income Taxes - Federal $57,807 $55,148 $30,522 State 7,067 7,266 4,905 Deferred Income Taxes 3,800 3,907 8,452 ------- ------- ------- 68,674 66,321 43,879 Other Income: Deferred Investment Tax Credit (665) (665) (672) ------- ------- ------- Total Income Taxes $68,009 $65,656 $43,207 ======= ======= ======= Total income taxes as reported differ from the amounts that were computed by applying the federal income tax rate to income before income taxes. The following is a reconciliation of this difference: Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Net Income Available for Common Stock $114,688 $104,671 $ 75,894 Total Income Taxes 68,009 65,656 43,207 -------- -------- -------- Income Before Income Taxes $182,697 $170,327 $119,101 ======== ======== ======== Income Tax Expense, Computed at Federal Statutory Rate of 35% $63,944 $59,614 $41,685 Increase (Reduction) in Taxes Resulting from: Current State Income Taxes, Net of Federal Income Tax Benefit 4,594 4,723 3,188 Depreciation 2,560 2,499 2,397 Miscellaneous (3,089) (1,180) (4,063) ------- ------- ------- Total Income Taxes $68,009 $65,656 $43,207 ======= ======= ======= Significant components of the Company's deferred tax liabilities and assets were as follows: At September 30 (Thousands) 1997 1996 ---- ---- Deferred Tax Liabilities: Excess of Tax Over Book Depreciation $190,913 $182,271 Exploration and Intangible Well Drilling Costs 117,759 98,293 Other 62,189 67,030 -------- -------- Total Deferred Tax Liabilities 370,861 347,594 -------- -------- Deferred Tax Assets: Overheads Capitalized for Tax Purposes (19,406) (16,289) Other (62,900) (50,098) -------- -------- Total Deferred Tax Assets (82,306) (66,387) -------- -------- Total Net Deferred Income Taxes $288,555 $281,207 ======== ======== SFAS 109, "Accounting for Income Taxes" (SFAS 109), requires the recognition of regulatory liabilities representing the reduction of previously recorded deferred income taxes associated with rate-regulated activities that are expected to be refundable to customers. These amounted to $19.4 million and $21.0 million at September 30, 1997 and 1996, respectively. Also, SFAS 109 requires the recognition of additional deferred income taxes not previously recorded because of prior ratemaking practices. Substantially all of these deferred taxes relate to property, plant and equipment and related investment tax credits and will be amortized consistent with the depreciation and amortization of these accounts. The additional deferred taxes and corresponding regulatory assets, representing future amounts collectible from customers in the ratemaking process, amounted to $91.0 million and $88.8 million at September 30, 1997 and 1996, respectively. Note D - Capitalization Summary of Changes in Common Stock Equity Earnings Paid Reinvested Cumulative (Thousands, Except Common Stock In in the Translation Per Share Amounts) Shares Amount Capital Business Adjustment ------ ------ ------- ---------- ----------- Balance at September 30, 1994 37,278 $37,278 $379,156 $363,854 $ - Net Income Available for Common Stock 75,894 Dividends Declared on Common Stock ($1.60 Per Share) (59,625) Common Stock Issued Under Stock and Benefit Plans 156 156 3,875 ------ ------- -------- -------- ------- Balance at September 30, 1995 37,434 37,434 383,031 380,123 - Net Income Available for Common Stock 104,671 Dividends Declared on Common Stock ($1.65 Per Share) (61,920) Common Stock Issued Under Stock and Benefit Plans 418 418 12,241 ------ ------- -------- -------- ------- Balance at September 30, 1996 37,852 37,852 395,272 422,874 - Net Income Available for Common Stock 114,688 Dividends Declared on Common Stock ($1.71 Per Share) (64,967) Cumulative Translation Adjustment (2,085) Common Stock Issued Under Stock and Benefit Plans 314 314 9,756 ------ ------- -------- -------- ------- Balance at September 30, 1997 38,166 $38,166 $405,028 $472,595* $(2,085) ====== ======= ======== ======== ======= * The availability of consolidated earnings reinvested in the business for dividends payable in cash is limited under terms of the indentures covering long-term debt. At September 30, 1997, $398.2 million of accumulated earnings was free of such limitations. Common Stock The Company has various plans which allow shareholders, customers and employees to purchase shares of Company common stock. The Dividend Reinvestment and Stock Purchase Plan allows shareholders to reinvest cash dividends and/or make cash investments in the Company's common stock. The Customer Stock Purchase Plan provides residential customers the opportunity to acquire shares of Company common stock without the payment of any brokerage commission or service charges in connection with such acquisitions. The 401(k) Plans allow employees the opportunity to invest in Company common stock, in addition to a variety of other investment alternatives. At the discretion of the Company, shares purchased under these plans are either original issue shares purchased directly from the Company or shares purchased on the open market by an agent. The Company also has a Director Stock Plan under which it issues shares of Company common stock to its non-employee directors as partial consideration for service as directors. Shareholder Rights Plan In 1996, the Company's Board of Directors adopted a shareholder rights plan and declared a dividend of one right (Right) for each share of common stock held by the shareholders of record on July 31, 1996. The Rights become exercisable ten days after actions that result or could result in the acquisition by a person or entity of 10% or more of the Company's voting stock. If the Rights become exercisable, each Company stockholder, except an acquirer, will be able to exercise a Right and receive common stock (or, in certain cases, cash, property or other securities) of the Company, or common stock of the acquirer, having a market value equal to twice the Right's then current purchase price. If a Right were currently exercisable, it would entitle a Company stockholder, other than an acquirer, to purchase $130 worth of Company common stock (or the common stock of the acquirer) for $65. The Company is able to exchange the Rights at an exchange ratio of one share of common stock per Right. It also is able to redeem, in whole but not in part, the Rights at a price of $0.01 per Right anytime until ten days after an acquirer announces that it has acquired or has the right to acquire 10% or more of the Company's voting stock. All Rights expire on July 31, 2006. Stock Option and Stock Award Plans The Company's 1997 Award and Option Plan (1997 Plan) provides for the issuance of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, performance units and performance shares to key employees. The 1993 Award and Option Plan (1993 Plan) provided for the issuance of the same type of awards and options as the 1997 Plan. The 1983 Incentive Stock Option Plan (1983 Plan) provided for the issuance of incentive stock options to key employees. The 1984 Stock Plan (1984 Plan) provided for awards of restricted stock, nonqualified stock options and stock appreciation rights to key employees. Stock options under all plans have exercise prices equal to the average market price of Company common stock on the date of grant, and generally no option is exercisable less than one year or more than ten years after the date of each grant. In October 1995, the FASB issued SFAS 123, "Accounting for Stock-Based Compensation" (SFAS 123). In 1996, the Company adopted the disclosure provision of SFAS 123 but opted to remain under the expense recognition provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its stock option and stock award plans. For the years ended September 30, 1997, 1996 and 1995, no compensation expense was recognized for options granted under these plans. Compensation expense related to stock appreciation rights and restricted stock under these stock plans was $8.1 million, $6.7 million and $1.4 million for the years ended September 30, 1997, 1996 and 1995, respectively. Had compensation expense for stock options granted under the Company's stock plans been determined based on fair value at the grant dates consistent with the method of SFAS 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts below: 1997 1996 - ----------------------------------------------------------------------------- Net Income (Thousands): As reported $114,688 $104,671 Pro Forma $110,506 $104,322 Earnings per Common Share: As reported $3.01 $2.78 Pro Forma $2.90 $2.77 The above 1996 pro forma amount relates only to options granted since the beginning of 1996. Had SFAS 123 been effective prior to 1996, the fair value of options granted in 1995 but vesting in 1996 would have further reduced 1996 pro forma net income and earnings per share by $1.0 million and $0.03, respectively. Transactions involving option shares for all three plans are summarized as follows: Number of Shares Subject Weighted Average to Option Exercise Price - ---------------------------------------------------------------------------- Outstanding at September 30, 1994 1,167,337 $26.80 Granted in 1995 362,100 $27.94 Exercised in 1995* (17,615) $19.46 Forfeited in 1995 (11,532) $31.00 - ---------------------------------------------------------------------------- Outstanding at September 30, 1995 1,500,290 $27.13 Granted in 1996 487,750 $34.44 Exercised in 1996* (195,321) $22.72 Forfeited in 1996 (19,468) $27.90 - ---------------------------------------------------------------------------- Outstanding at September 30, 1996 1,773,251 $29.62 Granted in 1997 678,750 $39.61 Exercised in 1997* (274,655) $25.80 Forfeited in 1997 (3,000) $36.81 - ---------------------------------------------------------------------------- Outstanding at September 30, 1997 2,174,346 $33.21 - ---------------------------------------------------------------------------- Option shares exercisable at September 30, 1997 1,495,596 $30.31 Option shares available for future grant at September 30, 1997** 1,401,270 - ---------------------------------------------------------------------------- * In connection with exercising these options, 117,326; 77,679; and 3,192 shares were surrendered and canceled during 1997, 1996 and 1995, respectively. ** Including shares available for restricted stock grants. The weighted average fair value per share of options granted in 1997 and 1996 was $7.66 and $5.58, respectively. These weighted average fair values were estimated on the date of grant using a binomial option pricing model which is a modification of the Black-Scholes option pricing model, with the following weighted average assumptions for 1997 and 1996, respectively: quarterly dividend yield of 1.06% and 1.22%, annual expected return of 16.25% and 12.83%, annual standard deviation (volatility) of 16.76% and 15.62%, risk free rate of 6.58% and 6.28%, and expected term of 5.0 years and 5.5 years. The following table summarizes information about options outstanding at September 30, 1997:
Options Outstanding Options Exercisable - -------------------------------------------------------------- ----------------------------- Number Weighted Average Weighted Number Range of Outstanding Remaining Average Exercisable Weighted Average Exercise Prices at 9/30/97 Contractual Life Exercise Price at 9/30/97 Exercise Price - --------------- ----------- ---------------- -------------- ----------- ---------------- $18.00 - $25.19 307,941 3.90 years $24.03 307,941 $24.03 $27.94 - $41.63 1,866,405 8.25 years $34.73 1,187,655 $31.94
Restricted stock is subject to restrictions on vesting and transferability. Restricted stock awards entitle the participants to full dividend and voting rights. The market value of restricted stock on the date of the award is being recorded as compensation expense over the periods during which the vesting restrictions exist. Certificates for shares of restricted stock awarded under the Company's 1984 and 1993 Plans are held by the Company during the periods in which the restrictions on vesting are effective. The following table summarizes the awards of restricted stock over the past three years: 1997 1996 1995 - ----------------------------------------------------------------------- Shares of Restricted Stock Awarded 6,300 8,000 8,000 Weighted Average Market Price of Stock on Award Date $40.875 $36.81 $26.00 - ----------------------------------------------------------------------- As of September 30, 1997, 121,962 shares of non-vested restricted stock were outstanding. Vesting restrictions will lapse on 107,662 of these shares on January 2 of each year as follows: 1998 - 18,916 shares; 1999 - 20,916 shares; 2000 - 22,916 shares; 2001 - 24,914 shares; 2002 - 8,000 shares; 2003 - 6,000 shares; 2004 - 4,000 shares; and 2005 - 2,000 shares. For restricted stock awarded before 1996, generally, the restrictions on transferability do not lapse until the earliest of (a) six years from the date the vesting restrictions lapse; (b) the recipient's attainment of age 65; or (c) the recipient's death. For the 8,000 shares of restricted stock awarded in 1996, all restrictions will lapse on one-fourth of such shares on each September 26, 2003 through 2006. For the 6,300 shares of restricted stock awarded in 1997, all restrictions respecting 5,300 shares will lapse on December 13, 1999 and all restrictions respecting 1,000 shares will lapse on December 13, 2003. Redeemable Preferred Stock As of September 30, 1997, there were 3,200,000 shares of $25 par value Cumulative Preferred Stock authorized but unissued. Long-Term Debt The outstanding long-term debt is as follows: At September 30 (Thousands) 1997 1996 ---- ---- Debentures: 7-3/4% due February 2004 $125,000 $125,000 Medium-Term Notes: 6.42% due November 1997 50,000 50,000 6.08% due July 1998 50,000 50,000 5.58% due March 1999 100,000 100,000 7.25% due July 1999 50,000 50,000 6.60% due February 2000 50,000 50,000 7.395% due March 2023 49,000 49,000 8.48% due July 2024* 50,000 50,000 7.375% due June 2025 50,000 50,000 6.214% due August 2027** 100,000 - -------- -------- 674,000 574,000 Other Notes 10,999 - -------- -------- 684,999 574,000 Less Current Portion 103,359 - -------- -------- $581,640 $574,000 ======== ======== * Callable beginning July 1999. ** Putable beginning August 2002. Other Notes In January and April 1997, Seneca issued three notes to third parties totaling $12.3 million in connection with its acquisition of timber properties. As shown in the table above, the remaining principal amount on such notes is approximately $11.0 million at September 30, 1997. All notes have an interest rate of 6.75%. The principal amount will be paid in installments over the term of the notes which mature in January 1999, October 1999 and June 2001. The aggregate principal amounts of long-term debt maturing for the next five years are: $103.4 million in 1998, $153.7 million in 1999, $52.2 million in 2000, $1.6 million in 2001 and none in 2002 (subject to the put of $100 million). The amounts and timing of the issuance and sale of debt securities will depend on market conditions, regulatory authorizations, and the requirements of the Company. Note E - Short-Term Borrowings The Company maintains uncommitted or discretionary lines of credit with certain financial institutions for general corporate purposes. These lines are utilized primarily as a means of financing, on an interim basis, various working capital requirements and capital expenditures of the Company, including the Company's oil and gas exploration and development program and the purchase and storage of gas. Borrowings under these lines of credit are made at competitive money market rates, and the Company currently is authorized to borrow up to $600.0 million thereunder. These credit lines, which are callable at the option of the financial institutions, are reviewed on an annual basis. The Company also has authorization to issue as much as $300.0 million of commercial paper from time to time, but is not likely to exceed $130.0 million because of the terms of the revolving credit arrangement discussed below. Unless the Company receives additional regulatory authority, its borrowings under its discretionary lines of credit, or through the issuance of commercial paper, may not exceed $600.0 million in the aggregate. Additionally, the Company has entered into an agreement that establishes a 364-day committed revolving credit arrangement with five commercial banks, under which it may borrow as much as $130.0 million. This arrangement may be utilized for general corporate purposes, primarily to support the issuance of commercial paper. The Company pays a fee to maintain this arrangement, and may borrow through this arrangement under four interest rate options. If amounts are borrowed under this arrangement, the $600.0 million available for borrowing under the discretionary lines of credit is correspondingly reduced. No borrowings were made under this arrangement during the fiscal year ended September 30, 1997. At September 30, 1997, the Company had outstanding notes payable to banks and commercial paper of $32.4 million and $60.0 million, respectively. At September 30, 1996, the Company had outstanding notes payable to banks and commercial paper of $109.7 million and $90.0 million, respectively. The weighted average interest rate on notes payable to banks was 6.12% and 5.63% at September 30, 1997 and 1996, respectively. The weighted average interest rate on commercial paper was 5.64% and 5.56% at September 30, 1997 and 1996, respectively. Note F - Financial Instruments Fair Values The fair market value of the Company's long-term debt is estimated based on quoted market prices of similar issues having the same remaining maturities, redemption terms and credit ratings. Based on these criteria, the fair market value of long-term debt, including current portion, was as follows: At September 30 (Thousands) 1997 1996 ------------------- ------------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- ----- -------- ----- Long-Term Debt $684,999 $704,409 $574,000 $572,001 ======== ======== ======== ======== The fair value amounts are not intended to reflect principal amounts that the Company will ultimately be required to pay. Temporary cash investments, notes payable to banks and commercial paper are stated at amounts which approximate their fair value due to the short-term maturities of those financial instruments. Investments in life insurance are stated at their cash surrender values as discussed below. Investments Other assets consist principally of cash surrender values of insurance contracts. The cash surrender values of these insurance contracts amounted to $35.7 million and $31.6 million at September 30, 1997 and 1996, respectively. The insurance contracts were established as a funding mechanism for various benefit obligations the Company has to certain employees. Derivative Financial Instruments The Company, in its Exploration and Production segment, has entered into certain price swap agreements to manage a portion of the market risk associated with fluctuations in the price of natural gas and crude oil, thereby providing more stability to the operating results of that business segment. These agreements are not held for trading purposes. The price swap agreements call for the Company to receive monthly payments from (or make payment to) other parties based upon the difference between a fixed and a variable price as specified by the agreement. The variable price is either a crude oil price quoted on the New York Mercantile Exchange or a quoted natural gas price in "Inside FERC." These variable prices are highly correlated with the market prices received by the Company for its natural gas and crude oil production. The following summarizes the Company's settlements under price swap agreements during 1997, 1996 and 1995:
Year Ended September 30 1997 1996 1995 --------------- --------------- --------------- Natural Gas Swap Agreements: Notional Amount - Equivalent Billion Cubic Feet (Bcf) 24.9 23.0 16.3 Range of Fixed Prices per Thousand Cubic Feet (Mcf) $1.71 - $2.10 $1.71 - $3.05 $1.74 - $2.39 Weighted Average Fixed Price per Mcf $1.92 $1.91 $2.03 Range of Variable Prices per Mcf $1.77 - $4.11 $1.67 - $3.43 $1.36 - $1.77 Weighted Average Variable Price per Mcf $2.57 $2.31 $1.59 Gain (Loss) $(16,387,000) $(9,231,000) $7,157,000 Crude Oil Swap Agreements: Notional Amount - Equivalent Barrels (bbl) 1,371,500 1,071,000 686,000 Range of Fixed Prices per bbl $17.40 - $18.71 $17.40 - $19.25 $16.68 - $19.60 Weighted Average Fixed Price per bbl $18.00 $18.22 $18.01 Range of Variable Prices per bbl $19.22 - $25.18 $17.40 - $23.93 $17.16 - $19.89 Weighted Average Variable Price per bbl $21.69 $20.72 $18.35 Loss $(5,090,000) $(2,606,000) $(221,000)
The Company had the following swap agreements outstanding at September 30, 1997: Natural Gas Swap Agreements: Notional Amount Range of Fixed Weighted Average Fixed Year (Equivalent Bcf) Prices per Mcf Price per Mcf ---- ---------------- -------------- ---------------------- 1998 24.5 $1.77 - $2.55 $2.11 1999 10.5 $2.00 - $2.35 $2.22 2000 1.3 $2.29 $2.29 ---- 36.3 ==== Crude Oil Swap Agreements: Notional Amount Range of Fixed Weighted Average Fixed Year (Equivalent bbl) Prices per bbl Price per bbl ---- ---------------- --------------- ---------------------- 1998 891,000 $17.50 - $20.56 $18.83 1999 135,000 $19.30 - $20.56 $19.86 --------- 1,026,000 ========= At September 30, 1997, the Company had unrecognized losses of approximately $16.3 million related to price swap agreements which are offset by corresponding unrecognized gains from the Company's anticipated natural gas and crude oil production over the terms of the price swap agreements. The Company, through its natural gas marketing operations, participates in the natural gas futures market to manage a portion of the market risk associated with fluctuations in the price of natural gas. Such futures are not held for trading purposes. At September 30, 1997, the Company had the following futures contracts outstanding: Long "Buy" Positions: Notional Amount Contract Price Weighted Average Year (Equivalent Bcf) Range Per Mcf Contract Price Per Mcf - ---- ---------------- -------------- ---------------------- 1998 6.6 $2.04 - $3.49 $2.64 1999 0.8 $2.04 - $2.57 $2.37 --- 7.4 === Short "Sell" Positions: Notional Amount Contract Price Weighted Average Year (Equivalent Bcf) Range Per Mcf Contract Price Per Mcf - ---- ---------------- -------------- ---------------------- 1998 2.3 $2.06 - $3.61 $2.97 === At September 30, 1997, the Company had unrealized gains of approximately $2.9 million related to these futures contracts. The Company recorded gains of approximately $1.4 million, $1.0 million and $0.2 million related to futures contracts during 1997, 1996 and 1995, respectively. Since these futures contracts qualify and have been designated as hedges, any gains or losses resulting from market price changes are substantially offset by the related commodity transaction. The Company has SEC authority to enter into interest rate and currency exchange agreements associated with short-term borrowings covering a total principal amount of $300.0 million. No such agreements were entered into during the year ended September 30, 1997 and none are currently outstanding. Credit Risk Credit risk relates to the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. The Company is at risk in the event of nonperformance by counterparties on investments, such as temporary cash investments and cash surrender values of insurance contracts. The Company is exposed to credit risk from its derivative financial instruments when fluctuations in natural gas and crude oil market prices result in the Company realizing gains on the price swap agreements and futures contracts that it has entered into. When credit risk arises, such risk to the Company is mitigated by the fact that the counterparties, or the parent companies of such counterparties, are investment grade financial institutions. As for the Company's derivative financial instruments, in those instances where the Company is not dealing directly with the parent company, the Company has obtained guarantees from the parent company of the counterparty that has issued the price swap agreements. Accordingly, the Company does not anticipate any material impact to its financial position, results of operations, or cash flow as a result of nonperformance by counterparties. Note G - Retirement Plan and Other Post-Retirement Benefits Retirement Plan The Company has a tax-qualified, noncontributory, defined-benefit retirement plan (Plan) that covers substantially all employees of the Company. The Plan uses years of service, age at retirement and earnings of employees to determine benefits. The Company's policy is to fund at least an amount necessary to satisfy the minimum funding requirements of applicable laws and regulations and not more than the maximum amount deductible for federal income tax purposes. Plan funding is subject to annual review by management and its consulting actuary. Plan assets primarily consist of equity and fixed income investments and units in commingled funds. For financial reporting purposes, the regulated subsidiaries record the difference between the amounts of pension cost recoverable in rates and the amounts of pension cost determined by the actuary under SFAS 87, "Employers' Accounting for Pensions," as deferred pension assets. The amounts deferred are expected to be recovered in rates as contributions are made to the Plan. Pension cost in 1997 and 1996 reflects the amount recovered from customers in rates during the year. Under the PSC's policies, Distribution Corporation segregates the amount of pension cost collected in rates, but not yet contributed to the pension plan, into a regulatory liability account. This liability accrues interest at the PSC mandated interest rate and this interest cost is included in pension cost. For purposes of disclosure, the liability also remains in the disclosed pension liability amount because it has not yet been contributed. In June 1997, the Company completed an early retirement offer for the Pennsylvania operating union employees of Distribution Corporation and Supply Corporation. As a result, the Company recorded expense of $1.9 million ($1.2 million after tax) related to special termination benefits, which is included in 1997 pension cost. In 1996, the Company had an early retirement offer for certain salaried, non-union hourly and New York union employees of Distribution Corporation and Supply Corporation. The Company recorded related expense in 1996 of $8.2 million ($5.2 million after-tax), comprised of special termination benefits and severance pay. The special termination benefits portion of the expense is included in 1996 pension cost. The components of pension cost were as follows: Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Service Cost $ 9,988 $11,049 $ 9,680 Interest Cost 33,532 31,422 28,338 Actual Return on Plan Assets (65,791) (48,022) (47,591) Net Amortization and Deferral 28,643 10,414 9,722 Special Termination Benefits 1,904 6,986 - ------- ------- ------- Pension Cost $ 8,276 $11,849 $ 149 ======= ======= ======= The projected benefit obligation was determined using an assumed discount rate of 7.75% for 1997, and 8% for 1996 and 1995. The effect of the discount rate change in 1997 was to increase the projected benefit obligation by $12.8 million. The assumed rate of compensation increase was 5% for all three years. The expected long-term rate of return on Plan assets was 8.5% for all three years. A reconciliation of the Plan's funded status as determined by the Company's consulting actuary is presented in the following table: At September 30 (Thousands) 1997 1996 ---- ---- Actuarial Present Value of: Vested Benefit Obligation $341,859 $317,049 ======== ======== Accumulated Benefit Obligation $394,605 $367,612 ======== ======== Projected Benefit Obligation $462,377 $432,753 Plan Assets at Fair Value 473,205 431,828 -------- -------- Funded Status 10,828 (925) Unrecognized Net Asset (22,296) (26,278) Unrecognized Prior Service Cost 12,435 11,947 Unrecognized Net Gain (38,687) (15,111) -------- -------- Pension Liability $(37,720) $(30,367) ========= ======== Other Post-Retirement Benefits In addition to providing retirement plan benefits, the Company provides health care and life insurance benefits for substantially all retired employees under a post-retirement benefit plan (Post-Retirement Plan). The Company has established Voluntary Employees' Beneficiary Association (VEBA) trusts for collectively bargained employees and non-bargaining employees. The VEBA trusts are similar to the Company's Retirement Plan trust. Contributions to the VEBA trusts are tax deductible, subject to limitations contained in the Internal Revenue Code and regulations. Contributions to the VEBA trusts are made to fund employees' post-retirement health care and life insurance benefits, as well as benefits as they are paid to current retirees. Post-Retirement Plan assets primarily consist of equity and fixed income investments and money market funds. Distribution Corporation and Supply Corporation represent virtually all of the Company's total post-retirement benefit costs. Distribution Corporation and Supply Corporation are fully recovering their net periodic post-retirement benefit costs in accordance with the PSC and the Pennsylvania Public Utility Commission (PaPUC) and Federal Energy Regulatory Commission (FERC) authorization, respectively. In accordance with regulatory guidelines, the difference between the amounts of post-retirement benefit costs recoverable in rates and the amounts of post-retirement benefit costs determined by the actuary under SFAS 106, "Employers' Accounting for Post-retirement Benefits Other Than Pensions," are deferred in each jurisdiction as either a regulatory asset or liability, as appropriate. The PSC policy regarding amounts collected in rates, but not contributed, described under the Retirement Plan section in this note, also applies to other post-retirement benefits. The Company has elected to amortize the initial accumulated liability at October 1, 1993 to post-retirement benefit cost on a straight-line basis over a 20-year period. The components of post-retirement benefit cost were as follows: Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Service Cost $ 4,056 $ 3,926 $ 3,394 Interest Cost 16,594 14,391 13,027 Actual Return on Post-Retirement Plan Assets (13,618) (9,072) (4,613) Net Amortization and Deferral 14,115 11,830 12,592 ------- ------- ------- Post-Retirement Benefit Cost $21,147 $21,075 $24,400 ======= ======= ======= The weighted average assumed discount rate used in determining the accumulated post-retirement benefit obligation (APBO) was 7.75% for 1997, and 8% for 1996 and 1995. The effect of the discount rate change in 1997 was to increase the APBO by $7.0 million. The average assumed annual rate of salary increase for the applicable life insurance plans was 5% for all three years. The expected long-term rate of return on Post-Retirement Plan assets was 8.5% for all three years. The annual rate of increase in the per capita cost of covered medical care benefits was assumed to be 12% for 1995, 11% for 1996 and 10% for 1997; this rate was assumed to decrease gradually to 5.5% by the year 2003 and remain at that level thereafter. The annual rate of increase for medical care benefits provided by Healthcare Maintenance Organizations (HMO) was assumed to be 7.5% in 1998 and gradually decline to 5.5% by the year 2003 and remain level thereafter. The annual rate of increase in the per capita cost of covered prescription drug benefits was assumed to be 10% for 1995 and 1996, and 8.5% for 1997. This rate was assumed to decrease gradually to 5.5% by the year 2003 and remain level thereafter. The annual rate increase in the per capita Medicare Part B Reimbursement was assumed to be 12.2% for 1995, 12% for 1996 and 3.1% for 1997. This rate was assumed to be 9% for 1998 and decrease gradually to 5.5% by the year 2003 and remain level thereafter. These trend assumptions reflect various changes made for fiscal 1998, the impact of the changes was to increase the APBO by $6.9 million. Medicare Risk HMO's for retirees over age 65 were introduced by the HMO providers serving the Company. The effect of this plan amendment was to reduce the APBO by $10.3 million. Since no unrecognized prior service cost exists, this plan amendment was used to reduce the unrecognized transition obligation as of September 30, 1997. A reconciliation of the Post-Retirement Plan's funded status as determined by the Company's consulting actuary is in the following table: At September 30 (Thousands) 1997 1996 ---- ---- Accumulated Post-Retirement Benefit Obligation: Inactives $118,465 $111,970 Actives Fully Eligible 26,528 25,363 Actives Not Yet Fully Eligible 73,377 74,715 -------- -------- 218,370 212,048 Fair Value of Post-Retirement Plan Assets 98,639 73,059 -------- -------- Funded Status (119,731) (138,989) Unrecognized Transition Obligation 114,034 132,055 Unrecognized Net Loss 505 4,510 -------- -------- Post-Retirement Liability $ (5,192) $ (2,424) ========= ======== The health care cost trend rate assumptions used to calculate the per capita cost of covered medical care benefits have a significant effect on the amounts reported. If the health care cost trend rates were increased by 1% in each year, the APBO as of October 1, 1996, would be increased by $31.0 million. This 1% change would also have increased the aggregate of the service and interest cost components of net periodic post-retirement benefit cost for 1997 by $3.5 million. Note H - Commitments and Contingencies Leases System companies have entered into lease agreements, principally for the use of office space, business machines, transportation equipment and meters. The Company's policy is to treat all leases as operating leases for both accounting and ratemaking purposes. While certain of these leases are capital leases, had they been capitalized, the effect on results of operations and financial position would not be material. Total lease expense approximated $16.0 million in 1997, $16.9 million in 1996 and $16.3 million in 1995. At September 30, 1997, the future minimum payments under the Company's lease agreements for the next five years are: $11.7 million in 1998, $8.4 million in 1999, $6.6 million in 2000, $5.2 million in 2001 and $4.1 million in 2002. The aggregate future minimum lease payments attributable to later years is $12.4 million. Environmental Matters The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Company has established procedures for the on-going evaluation of its operations to identify potential environmental exposures and assure compliance with regulatory policies and procedures. Distribution Corporation has incurred and is incurring clean-up costs at several former manufactured gas plant sites in New York and Pennsylvania. Distribution Corporation has been designated by the New York Department of Environmental Conservation (DEC) as a potentially responsible party (PRP) with respect to one of these sites in New York, and is also engaged in litigation with the DEC and the party who bought the site from Distribution Corporation's predecessor. Distribution Corporation recently received an informal inquiry from a DEC staff member as to whether Distribution Corporation or a predecessor had used a former manufactured gas plant site in New York in a way that could account for a complaint the DEC received from a neighboring landowner. Distribution Corporation has begun an investigation at that site but has not incurred any clean-up costs nor has it been able to reasonably estimate the probability or extent of potential liability. Distribution Corporation is also currently identified by the DEC or the federal Environmental Protection Agency as one of a number of companies considered to be PRPs with respect to several waste disposal sites in New York which were operated by unrelated third parties. The PRPs are alleged to have contributed to the materials that may have been collected at such waste disposal sites by the site operators. The ultimate cost to Distribution Corporation with respect to the remediation of these sites will depend on such factors as the remediation plan selected, the extent of the site contamination, the number of additional PRPs at each site and the portion, if any, attributed to Distribution Corporation. It is the Company's policy to accrue estimated environmental clean-up costs when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs. Distribution Corporation has estimated that clean-up costs related to the above noted sites are in the range of $9.3 million to $9.9 million. At September 30, 1997, Distribution Corporation has recorded the minimum liability of $9.3 million. The Company is currently not aware of any material additional exposure to environmental liabilities. However, adverse changes in environmental regulations or other factors could impact the Company. In New York and Pennsylvania, Distribution Corporation is recovering site investigation and remediation costs in rates. Accordingly, the Consolidated Balance Sheet at September 30, 1997, includes related regulatory assets in the amount of approximately $8.7 million. Other The Company has entered into contractual commitments in the ordinary course of business including commitments by Distribution Corporation to purchase capacity on nonaffiliated pipelines to meet customer gas supply needs. The majority of these contracts (representing 80% of current contracted demand capacity) expire within the next five years. Costs incurred under these contracts are purchased gas costs, subject to state commission review, and are being recovered in customer rates through inclusion in Distribution Corporation's rate schedules. The Company is involved in litigation arising in the normal course of its business. In addition to the regulatory matters discussed in Note B - Regulatory Matters, the Company is involved in other regulatory matters arising in the normal course of business that involve rate base, cost of service and purchased gas cost issues. While the resolution of such litigation or other regulatory matters could have a material effect on earnings and cash flows in the year of resolution, none of this litigation, and none of these other regulatory matters, are expected to have a material adverse effect on the financial condition of the Company at this time. Note I - Business Segment Information The Company includes operations which are rate-regulated (regulated) and operations which are not regulated as to their rates (nonregulated). The regulated operations fall primarily within two business segments: Utility and Pipeline and Storage. The nonregulated operations consist principally of the Exploration and Production business segment. The Other Nonregulated segment consists primarily of the Company's sawmill and dry kiln operations, natural gas marketing operations, natural gas hub operations, investment in foreign energy projects and pipeline construction operations (which were discontinued during 1995, the effect of which was immaterial to the Company). The Utility segment is regulated by the PSC and the PaPUC and is carried out by Distribution Corporation. Distribution Corporation sells and transports gas to retail customers located in western New York and northwestern Pennsylvania. It also provides off-system sales to customers located in regions through which the upstream pipelines serving Distribution Corporation pass (i.e., from the southwestern to northeastern regions of the United States). The Pipeline and Storage segment is regulated by the FERC and is carried out by Supply Corporation and SIP. Supply Corporation transports and stores natural gas for utilities and pipeline companies in the northeastern United States markets. In 1997, 1996 and 1995, 52%, 51% and 48%, respectively, of Supply Corporation's revenue was from affiliated companies, mainly Distribution Corporation. SIP has agreed to purchase, upon receipt of regulatory approval, a one-third general partnership interest in Independence Pipeline Company. Seneca is engaged in exploration for, and development and purchase of, oil and natural gas reserves in the Gulf Coast areas of Texas, Louisiana, and Alabama, and in California, Wyoming, and the Appalachian region of the United States. Seneca's production is, for the most part, sold to purchasers located in the vicinity of its wells. Highland operates two sawmills and one dry kiln operation in Pennsylvania. NFR is engaged in the marketing and brokerage of natural gas and electricity and performs energy management services for utilities and end-users in the northeastern United States markets. Leidy's activities center around its investment in natural gas hub operations, providing services to customers in the northeastern, mid-Atlantic, Chicago and Los Angeles areas of the United States and Ontario, Canada. Horizon is engaged in the investigation and development of foreign and domestic energy projects. Horizon has an equity interest in SCT, a company with district heating and power generation operations located in the northern part of the Czech Republic. It also owns and operates an additional district heating plant and a power development group in the Czech Republic. NET was formed in July 1997 to engage in wholesale natural gas trading and other energy-related activities. NIM was formed in September 1997 to own a one-third general partnership interest in DirectLink Gas Marketing Company, which will engage in natural gas marketing and related business. UCI was engaged in the Company's pipeline construction operations prior to the discontinuance of its business in the third quarter of fiscal 1995. The data presented in the tables below reflect the Company's regulated and nonregulated business segments for the three years ended September 30, 1997. Total operating revenues by segment include both revenues from nonaffiliated customers and intersegment revenues. Operating income is total operating revenues less operating expenses, not including income taxes. The elimination of significant intercompany balances and transactions, if appropriate, is made in order to reconcile segment information with consolidated amounts. Identifiable assets of a segment are those assets that are used in the operations of that segment. Corporate assets are principally cash and temporary cash investments, receivables, deferred charges and cash surrender values of insurance contracts. Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Operating Revenues Regulated: Utility $ 991,366 $ 954,326 $786,064 Pipeline and Storage 172,694 176,553 164,587 ---------- ---------- -------- 1,164,060 1,130,879 950,651 ---------- ---------- -------- Nonregulated: Exploration and Production 119,260 114,462 56,232 Other 83,915 68,930 57,075 ---------- ---------- -------- 203,175 183,392 113,307 ---------- ---------- -------- Intersegment Revenues* (101,423) (106,254) (88,462) ---------- ---------- -------- $1,265,812 $1,208,017 $975,496 ========== ========== ======== * Represents primarily Pipeline and Storage revenue from the Utility segment. Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Operating Income (Loss) Before Income Taxes Regulated: Utility $123,856 $115,257 $ 83,774 Pipeline and Storage 73,523 72,914 67,884 -------- -------- -------- 197,379 188,171 151,658 -------- -------- -------- Nonregulated: Exploration and Production 42,694 46,408 16,404 Other (743) (8,581) 3,021 -------- -------- -------- 41,951 37,827 19,425 -------- -------- -------- Corporate (2,353) (2,231) (2,805) -------- -------- -------- $236,977 $223,767 $168,278 ======== ======== ======== Identifiable Assets At September 30 (Thousands) Regulated: Utility $1,163,702 $1,154,364 $1,098,757 Pipeline and Storage 510,109 515,569 512,546 ---------- ---------- ---------- 1,673,811 1,669,933 1,611,303 ---------- ---------- ---------- Nonregulated: Exploration and Production 466,208 396,077 351,262 Other 75,187 38,955 33,734 ---------- ---------- ---------- 541,395 435,032 384,996 ---------- ---------- ---------- Corporate 52,125 44,807 40,524 ---------- ---------- ---------- $2,267,331 $2,149,772 $2,036,823 ========== ========== ========== Year Ended September 30 (Thousands) Depreciation, Depletion and Amortization Regulated: Utility $32,972 $31,491 $30,052 Pipeline and Storage 21,459 19,942 19,320 ------- ------ ------- 54,431 51,433 49,372 ------- ------- ------- Nonregulated: Exploration and Production 51,117 46,042 21,201 Other 6,099 752 1,203 ------- ------- ------- 57,216 46,794 22,404 ------- ------- ------- Corporate 3 4 6 ------- ------- ------- $111,650 $98,231 $71,782 ======== ======= ======= Capital Expenditures Regulated: Utility $ 66,908 $ 63,730 $ 64,844 Pipeline and Storage 22,562 22,260 38,678 -------- -------- -------- 89,470 85,990 103,522 -------- -------- -------- Nonregulated: Exploration and Production 120,282 83,554 69,741 Other 16,558 3,189 9,563 -------- -------- -------- 136,840 86,743 79,304 -------- -------- -------- Intersegment Elimination - (1,166) - -------- -------- -------- $226,310 $171,567 $182,826 ======== ======== ======== Note J - Quarterly Financial Data (unaudited) In the opinion of management, the following quarterly information includes all adjustments necessary for a fair statement of the results of operations for such periods. Earnings per common share are calculated using the weighted average number of shares outstanding during each quarter. The total of all quarters may differ from the earnings per common share shown on the Consolidated Statement of Income, which is based on the weighted average number of shares outstanding for the entire fiscal year. Because of the seasonal nature of the Company's heating business, there are substantial variations in operations reported on a quarterly basis. Financial data for the quarter ended September 30, 1997 reflects an after tax charge of $2.0 million, or $0.05 per share, related to an estimated cumulative refund provision to Distribution Corporation's customers, for a 50% sharing of earnings over a predetermined amount in accordance with Distribution Corporation's New York rate settlement of July 1996. Financial data for the quarter ended September 30, 1996 reflects the after-tax net benefit of gas cost reconciliation adjustments of $2.7 million or $0.07 per share,and the reversal of estimated lost and unaccounted-for gas accrued in prior quarters of 1996 of $4.6 million, after-tax, or $0.12 per share. These items were offset by an after-tax charge to earnings of $5.2 million, or $0.14 per share, related to an early retirement offer to certain salaried, non-union hourly and union employees of Distribution Corporation and Supply Corporation. In addition, Horizon recognized a fourth quarter after-tax charge to earnings of $3.8 million, or $0.10 per share, related to its decision to withdraw from participation in the development of a 151 megawatt power plant near Kabirwala, Punjab Province, in east-central Pakistan. Net Income Earnings (Loss) (Loss) Available for Per Quarter Operating Operating Common Common Ended Revenues Income Stock Share - ------- --------- --------- ------------- -------- 1997 (Thousands, except earnings per common share) - ------------------------------------------------------------------------ 12/31/96 $363,492 $52,153 $38,590 $1.02 3/31/97 $498,704 $70,812 $57,109 $1.50 6/30/97 $246,051 $31,283 $18,905 $ .50 9/30/97 $157,565 $14,055 $ 84 $ - 1996 (Thousands, except earnings per common share) - ------------------------------------------------------------------------ 12/31/95 $316,328 $46,344 $32,392 $ .87 3/31/96 $492,376 $69,631 $55,692 $1.48 6/30/96 $239,330 $29,687 $17,310 $ .46 9/30/96 $159,983 $11,784 $ (723) $(.02) Note K - Market for Common Stock and Related Shareholder Matters (unaudited) At September 30, 1997, there were 20,267 holders of National Fuel Gas Company common stock. The common stock is listed and traded on the New York Stock Exchange. Information related to restrictions on the payment of dividends can be found in Note D - Capitalization. The quarterly price ranges and quarterly dividends declared for the fiscal years ended September 30, 1997 and 1996, are shown below: Price Range Dividends Quarter Ended High Low Declared - ------------- ---- --- --------- 1997 ---- 12/31/96 $44-1/8 $36-5/8 $.42 3/31/97 $44-7/8 $39-3/8 $.42 6/30/97 $44-1/8 $40-5/8 $.435 9/30/97 $45-7/16 $40-1/8 $.435 1996 ---- 12/31/95 $33-7/8 $28-1/2 $.405 3/31/96 $34-7/8 $31-3/8 $.405 6/30/96 $36-3/8 $33-3/4 $.42 9/30/96 $38 $33-3/8 $.42 Note L - Supplementary Information for Oil and Gas Producing Activities The following supplementary information is presented in accordance with SFAS 69, "Disclosures about Oil and Gas Producing Activities," and related SEC accounting rules. Capitalized Costs Relating to Oil and Gas Producing Activities At September 30 (Thousands) 1997 1996 ---- ---- Capitalized Costs Subject to Amortization $658,327 $570,815 Capitalized Acquisition Costs Excluded from Amortization 64,597 35,627 -------- -------- 722,924 606,442 Less - Accumulated Depreciation, Depletion and Amortization 284,429 233,743 -------- -------- $438,495 $372,699 ======== ======== Certain costs excluded from amortization represent unevaluated properties that require additional drilling to determine the existence of oil and gas reserves. The remaining costs, incurred during and prior to 1997, consist of individually insignificant oil and gas leases still early in their primary terms and individually insignificant unproved perpetual oil and gas rights. Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Property Acquisition Costs: Proved $ 4,154 $ 4,632 $13,186 Unproved 23,120 12,879 12,119 Exploration Costs 76,703 33,191 18,588 Development Costs 15,583 32,747 25,161 Other - 230 559 -------- ------- ------- $119,560 $83,679 $69,613 ======== ======= ======= Results of Operations for Producing Activities Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Operating Revenues: Natural Gas (includes revenues from sales to affiliates of $10,682, $11,872 and $8,650, respectively) $100,411 $ 91,018 $ 34,849 Oil, Condensate and Other Liquids 39,237 33,978 11,948 -------- -------- ------- Total Operating Revenues* 139,648 124,996 46,797 Production/Lifting Costs 17,335 15,196 11,215 Depreciation, Depletion and Amortization ($0.36, $0.36 and $0.44, respectively, per dollar of operating revenues) 50,687 45,502 20,528 Income Tax Expense 24,699 22,069 4,301 -------- -------- -------- Results of Operations for Producing Activities (excluding corporate overheads and interest charges) $ 46,927 $ 42,229 $ 10,753 ======== ======== ======== *Exclusive of hedging gains and losses. See further discussion in Note F - Financial Instruments. Reserve Quantity Information (unaudited) The Company's proved oil and gas reserves are located in the United States. The estimated quantities of proved reserves disclosed in the table below are based upon estimates by qualified Company geologists and engineers and are audited by independent petroleum engineers. Such estimates are inherently imprecise and may be subject to substantial revisions as a result of numerous factors including, but not limited to, additional development activity, evolving production history, and continual reassessment of the viability of production under varying economic conditions. Gas Oil Year Ended MMcf Mbbl ---------------------- --------------------- September 30 1997 1996 1995 1997 1996 1995 ---- ---- ---- ---- ---- ---- Proved Developed and Undeveloped Reserves: Beginning of Year 207,082 221,459 247,447 25,749 22,865 17,495 Extensions and Discoveries 47,951 29,161 9,912 359 5,701 3,863 Revisions of Previous Estimates 20,820 (3,442) (21,046) (6,224) (1,173) (60) Production (38,586) (38,767) (20,942) (1,902) (1,742) (739) Sales of Minerals in Place (5,464) (1,532) (4,685) (1) (27) (474) Purchases of Minerals in Place and Other 646 203 10,773 - 125 2,780 ------- ------- ------- ------ ------ ------ End of Year 232,449 207,082 221,459 17,981 25,749 22,865 ======= ======= ======= ====== ====== ====== Proved Developed Reserves: Beginning of Year 163,537 162,504 179,291 14,043 14,937 10,110 ======= ======= ======= ====== ====== ====== End of Year 194,454 163,537 162,504 11,354 14,043 14,937 ======= ======= ======= ====== ====== ====== Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (unaudited) The Company cautions that the following presentation of the standardized measure of discounted future net cash flows is intended to be neither a measure of the fair market value of the Company's oil and gas properties, nor an estimate of the present value of actual future cash flows to be obtained as a result of their development and production. It is based upon subjective estimates of proved reserves only and attributes no value to categories of reserves other than proved reserves, such as probable or possible reserves, or to unproved acreage. Furthermore, it is based on year-end prices and costs adjusted only for existing contractual changes, and it assumes an arbitrary discount rate of 10%. Thus, it gives no effect to future price and cost changes certain to occur under the widely fluctuating political and economic conditions of today's world. The standardized measure is intended instead to provide a somewhat better means for comparing the value of the Company's proved reserves at a given time with those of other oil- and gas-producing companies than is provided by a simple comparison of raw proved reserve quantities. Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Future Cash Inflows $1,072,375 $1,003,280 $738,711 Less: Future Production and Development Costs 252,205 294,778 272,268 Future Income Tax Expense at Applicable Statutory Rate 257,172 221,956 129,055 ---------- ---------- ------- Future Net Cash Flows 562,998 486,546 337,388 Less: 10% Annual Discount for Estimated Timing of Cash Flows 179,798 157,302 92,120 ---------- ---------- -------- Standardized Measure of Discounted Future Net Cash Flows $ 383,200 $ 329,244 $245,268 ========== ========== ======== The principal sources of change in the standardized measure of discounted future net cash flows were as follows: Year Ended September 30 (Thousands) 1997 1996 1995 ---- ---- ---- Standardized Measure of Discounted Future Net Cash Flows at Beginning of Year $329,244 $245,268 $215,266 Sales, Net of Production Costs (122,313) (109,801) (35,582) Net Changes in Prices, Net of Production Costs 78,499 147,330 10,757 Purchases of Minerals in Place 1,138 770 18,602 Sales of Minerals in Place (9,632) (1,141) (5,688) Extensions and Discoveries 88,228 93,864 47,236 Changes in Estimated Future Development Costs (20,785) (53,630) (50,366) Previously Estimated Development Costs Incurred 43,731 42,780 39,833 Net Change in Income Taxes at Applicable Statutory Rate (24,797) (52,613) (6,838) Revisions of Previous Quantity Estimates (27,317) (15,491) (20,934) Accretion of Discount and Other 47,204 31,908 32,982 -------- -------- -------- Standardized Measure of Discounted Future Net Cash Flows at End of Year $383,200 $329,244 $245,268 ======== ======== ======== NATIONAL FUEL GAS COMPANY AND SUBSIDIARIES Schedule II - Valuation and Qualifying Accounts (Thousands) --------- Additions ---------------------- Balance at Charged to Charged to Balance at Beginning Costs and Other Deductions End of Description of Period Expenses Accounts (Note) Period - ----------- ---------- ---------- ---------- ---------- ---------- Year Ended September 30, 1997 - ----------------------------- Reserve for Doubtful Accounts $7,672 $16,586 $ - $15,967 $8,291 ====== ======= ====== ======= ====== Year Ended September 30, 1996 - ----------------------------- Reserve for Doubtful Accounts $5,924 $15,191 $ - $13,443 $7,672 ====== ======= ====== ======= ====== Year Ended September 30, 1995 - ----------------------------- Reserve for Doubtful Accounts $5,055 $15,187 $ - $14,318 $5,924 ====== ======= ====== ======= ====== Note - Amounts represent net accounts receivable written-off. ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III -------- ITEM 10 Directors and Executive Officers of the Registrant The information required by this item concerning the directors of the Company is omitted pursuant to Instruction G of Form 10-K since the Company's definitive Proxy Statement for its February 26, 1998 Annual Meeting of Shareholders will be filed with the SEC not later than 120 days after September 30, 1997. The information provided in such definitive Proxy Statement is incorporated herein by reference. Information concerning the Company's executive officers can be found in Part I, Item 1, of this report. ITEM 11 Executive Compensation The information required by this item is omitted pursuant to Instruction G of Form 10-K since the Company's definitive Proxy Statement for its February 26, 1998 Annual Meeting of Shareholders will be filed with the SEC not later than 120 days after September 30, 1997. The information provided in such definitive Proxy Statement is incorporated herein by reference. ITEM 12 Security Ownership of Certain Beneficial Owners and Management The information required by this item is omitted pursuant to Instruction G of Form 10-K since the Company's definitive Proxy Statement for its February 26, 1998 Annual Meeting of Shareholders will be filed with the SEC not later than 120 days after September 30, 1997. The information provided in such definitive Proxy Statement is incorporated herein by reference. ITEM 13 Certain Relationships and Related Transactions At September 30, 1997, the Company knows of no relationships or transactions required to be disclosed pursuant to Item 404 of Regulation S-K. PART IV ------- ITEM 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statement Schedules All financial statement schedules filed as part of this report are included in Item 8 of this Form 10-K and reference is made thereto. (b) Reports on Form 8-K None (c) Exhibits Exhibit Number Description of Exhibits ------- ----------------------- 3(i) Articles of Incorporation: * Restated Certificate of Incorporation of National Fuel Gas Company, dated March 15, 1985 (Exhibit 10-OO, Form 10-K for fiscal year ended September 30, 1991 in File No. 1-3880) * Certificate of Amendment of Restated Certificate of Incorporation of National Fuel Gas Company, dated March 9, 1987 (Exhibit 3.1, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) * Certificate of Amendment of Restated Certificate of Incorporation of National Fuel Gas Company, dated February 22, 1988 (Exhibit 3.2, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) * Certificate of Amendment of Restated Certificate of Incorporation, dated March 17, 1992 (Exhibit EX-3(a), Form 10-K for fiscal year ended September 30, 1992 in File No. 1-3880) 3(ii) By-Laws: 3.1 National Fuel Gas Company By-Laws as amended through September 18, 1997 (4) Instruments Defining the Rights of Security Holders, Including Indentures: * Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 2(b) in File No. 2-51796) * Third Supplemental Indenture dated as of December 1, 1982, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(4) in File No. 33-49401) * Tenth Supplemental Indenture dated as of February 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a), Form 8-K dated February 14, 1992 in File No. 1-3880) * Eleventh Supplemental Indenture dated as of May 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(b), Form 8-K dated February 14, 1992 in File No. 1-3880) * Twelfth Supplemental Indenture dated as of June 1, 1992, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(c), Form 8-K dated June 18, 1992 in File No. 1-3880) * Thirteenth Supplemental Indenture dated as of March 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4(a)(14) in File No. 33-49401) * Fourteenth Supplemental Indenture dated as of July 1, 1993, to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) * Fifteenth Supplemental Indenture dated as of September 1, 1996 to Indenture dated as of October 15, 1974, between the Company and The Bank of New York (formerly Irving Trust Company) (Exhibit 4.1, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Rights Agreement between National Fuel Gas Company and Marine Midland Bank dated June 12, 1996 (Exhibit 99.1, Form 8-K dated June 13, 1996 in File No. 1-3880) (10) Material Contracts: (ii) (B) Contracts upon which Registrant's business is substantially dependent: * Service Agreement No. 830016 with Texas Eastern Transmission Corporation, under Rate Schedule FT-1, dated November 2, 1995 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Service Agreement No. 830017 with Texas Eastern Transmission Corporation, under Rate Schedule FT-1, dated November 2, 1995 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Service Agreement with Texas Eastern Transmission Corporation, under Rate Schedule CDS, dated November 2, 1995 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Service Agreement between National Fuel Gas Distribution Corporation and National Fuel Gas Supply Corporation, under Rate Schedule FSS, dated April 3, 1996 [Portions of this agreement are subject to confidential treatment under Rule 24b-2] (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Service Agreement with St. Clair Pipelines Ltd., dated January 29, 1996 [Portions of this agreement are subject to confidential treatment under Rule 24b-2] (Exhibit 10.5, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Service Agreement with Empire State Pipeline under Rate Schedule FT, dated December 15, 1994 [Portions of this agreement are subject to confidential treatment under Rule 24b-2] (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement between National Fuel Gas Distribution Corporation and National Fuel Gas Supply Corporation under Rate Schedule ESS dated August 1, 1993 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement between National Fuel Gas Distribution Corporation and National Fuel Gas Supply Corporation under Rate Schedule ESS dated September 19, 1995 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement between National Fuel Gas Distribution Corporation and National Fuel Gas Supply Corporation under Rate Schedule EFT dated August 1, 1993 (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Amendment dated as of May 1, 1995 to Service Agreement between National Fuel Gas Distribution Corporation and National Fuel Gas Supply Corporation under Rate Schedule EFT dated August 1, 1993 (Exhibit 10.5, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement with Transcontinental Gas Pipe Line Corporation under Rate Schedule FT dated August 1, 1993 (Exhibit 10.6, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement with Transcontinental Gas Pipe Line Corporation under Rate Schedule FT dated October 1, 1993 (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1995, in File No. 1-3880) * Service Agreement with Columbia Gas Transmission Corporation under Rate Schedule FTS, dated November 1, 1993 and executed February 13, 1994 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880) * Service Agreement with Columbia Gas Transmission Corporation under Rate Schedule FSS, dated November 1, 1993 and executed February 13, 1994 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880) * Service Agreement with Columbia Gas Transmission Corporation under Rate Schedule SST, dated November 1, 1993 and executed February 13, 1994 (Exhibit 10.3, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880) * Gas Transportation Agreement with Tennessee Gas Pipeline Company under Rate Schedule FT-A (Zone 4), dated September 1, 1993 (Exhibit 10.1, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) * Gas Transportation Agreement with Tennessee Gas Pipeline Company under Rate Schedule FT-A (Zone 5), dated September 1, 1993 (Exhibit 10.2, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) * Service Agreement with CNG Transmission Corporation under Rate Schedule FT, dated October 1, 1993 (Exhibit 10.5, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) * Service Agreement with CNG Transmission Corporation under Rate Schedule GSS, dated October 1, 1993 (Exhibit 10.6, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) (iii) Compensatory plans for officers: * Employment Agreement, dated September 17, 1981, with Bernard J. Kennedy (Exhibit 10.4, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880) * Ninth Extension to Employment Agreement with Bernard J. Kennedy, dated September 19, 1996 (Exhibit 10.6, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * National Fuel Gas Company 1983 Incentive Stock Option Plan, as amended and restated through February 18, 1993 (Exhibit 10.2, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880) * National Fuel Gas Company 1984 Stock Plan, as amended and restated through February 18, 1993 (Exhibit 10.3, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880) * Amendment to the National Fuel Gas Company 1984 Stock Plan, dated December 11, 1996 (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * National Fuel Gas Company 1993 Award and Option Plan, dated February 18, 1993 (Exhibit 10.1, Form 10-Q for the quarterly period ended March 31, 1993 in File No. 1-3880) * Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated December 18, 1996 (Exhibit 10, Form 10-Q for the quarterly period ended December 31, 1996 in File No. 1-3880) * Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated December 11, 1996 (Exhibit 10.8, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Amendment to National Fuel Gas Company 1993 Award and Option Plan, dated October 27, 1995 (Exhibit 10.8, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) * National Fuel Gas Company 1997 Award and Option Plan (Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Change in Control Agreement, dated May 1, 1992, with Philip C. Ackerman (Exhibit EX-10.4, Form 10-K for fiscal year ended September 30, 1992 in File No. 1-3880) * Change in Control Agreement, dated May 1, 1992, with Richard Hare (Exhibit EX-10.5, Form 10-K for fiscal year ended September 30, 1992 in File No. 1-3880) * Agreement, dated August 1, 1989, with Richard Hare (Exhibit 10-Q, Form 10-K for fiscal year ended September 30, 1989 in File No. 1-3880) 10.1 Agreement dated August 1, 1986, with Joseph P. Pawlowski 10.2 Agreement dated August 1, 1986, with Gerald T. Wehrlin * National Fuel Gas Company Deferred Compensation Plan, as amended and restated through May 1, 1994 (Exhibit 10.7, Form 10-K for fiscal year ended September 30, 1994 in File No. 1-3880) * Amendment to the National Fuel Gas Company Deferred Compensation Plan, dated September 19, 1996 (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Amendment to National Fuel Gas Company Deferred Compensation Plan, dated September 27, 1995 (Exhibit 10.9, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) 10.3 National Fuel Gas Company Deferred Compensation Plan, as amended and restated through March 20, 1997 10.4 Amendment to National Fuel Gas Company Deferred Compensation Plan dated June 16, 1997 * National Fuel Gas Company Tophat Plan, effective March 20, 1997 (Exhibit 10, Form 10-Q for the quarterly period ended June 30, 1997 in File No. 1-3880) * Death Benefits Agreement, dated August 28, 1991, with Bernard J. Kennedy (Exhibit 10-TT, Form 10-K for fiscal year ended September 30, 1991 in File No. 1-3880) * Amendment to Death Benefit Agreement of August 28, 1991, with Bernard J. Kennedy, dated March 15, 1994 (Exhibit 10.11, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) 10.5 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 17, 1997 with Philip C. Ackerman 10.6 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Richard Hare 10.7 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Joseph P. Pawlowski 10.8 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Gerald T. Wehrlin * National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan as amended and restated through November 1, 1995 (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1995 in File No. 1-3880) * National Fuel Gas Company and Participating Subsidiaries 1996 Executive Retirement Plan Trust Agreement (II) dated May 10, 1996 (Exhibit 10.13, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) 10.9 Amendments to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan dated September 18, 1997 * Summary of Annual at Risk Compensation Incentive Program (Exhibit 10.10, Form 10-K for fiscal year ended September 30, 1993 in File No. 1-3880) * Administrative Rules with Respect to at Risk Awards under the 1993 Award and Option Plan (Exhibit 10.14, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Administrative Rules of the Compensation Committee of the Board of Directors of National Fuel Gas Company as amended through December 11, 1996 (Exhibit 10.15, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) * Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of December 5, 1991 regarding change in control agreements, non-employee director retirement plan, and restrictions on restricted stock (Exhibit 10-UU, Form 10-K for fiscal year ended September 30, 1991 in File No. 1-3880) * Excerpts from Minutes from the National Fuel Gas Company Board of Directors Meeting of September 19, 1996 regarding compensation of non-employee directors and related amendments of By-Laws (Exhibit 3.1, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) 10.10 Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of February 20, 1997 regarding the Retirement Benefits for Bernard J. Kennedy 10.11 Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of March 20, 1997 regarding the Retainer Policy for Non-Employee Directors * Form of Change in Control Agreement, dated May 1, 1992, with Walter E. DeForest, Bruce H. Hale, Joseph P. Pawlowski, Dennis J. Seeley, David F. Smith and Gerald T. Wehrlin, and dated March 16, 1995, with James A. Beck (Exhibit 10.16, Form 10-K for fiscal year ended September 30, 1996 in File No. 1-3880) (12) Computation of Ratio of Earnings to Fixed Charges (13) Letter to Shareholders as contained in the 1997 Annual Report and incorporated by reference into this Form 10-K (21) Subsidiaries of the Registrant: See Item 1 of Part I of this Annual Report on Form 10-K (23) Consents of Experts and Counsel: 23.1 Consent of Ralph E. Davis Associates, Inc. 23.2 Consent of Independent Accountants (27) Financial Data Schedules (99) Additional Exhibits: 99.1 Report of Ralph E. Davis Associates, Inc. All other exhibits are omitted because they are not applicable or the required information is shown elsewhere in this Annual Report on Form 10-K. * Incorporated herein by reference as indicated. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. National Fuel Gas Company (Registrant) ---------------------------- By /s/ B. J. Kennedy ----------------------------- B. J. Kennedy Chairman of the Board, President Date: December 11, 1997 and Chief Executive Officer ------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title --------- ----- /s/ B. J. Kennedy ------------------------- Chairman of the Board, B. J. Kennedy President, Chief Executive Officer and Director Date: December 11, 1997 ----------------- /s/ P. C. Ackerman ------------------------- Senior Vice President, Principal P. C. Ackerman Financial Officer and Director Date: December 11, 1997 ----------------- /s/ R. T. Brady ------------------------- Director R. T. Brady Date: December 11, 1997 ----------------- /s/ W. J. Hill ------------------------- Director W. J. Hill Date: December 11, 1997 ----------------- /s/ B. S. Lee ------------------------- Director B. S. Lee Date: December 11, 1997 ----------------- /s/ E. T. Mann ------------------------- Director E. T. Mann Date: December 11, 1997 ----------------- /s/ G. L. Mazanec ------------------------- Director G. L. Mazanec Date: December 11, 1997 ----------------- /s/ G. H. Schofield ------------------------- Director G. H. Schofield Date: December 11, 1997 ----------------- /s/ J. P. Pawlowski ------------------------- Treasurer and Principal J. P. Pawlowski Accounting Officer Date: December 11, 1997 ----------------- /s/ A. M. Cellino ------------------------- Secretary A. M. Cellino Date: December 11, 1997 ----------------- /s/ G. T. Wehrlin ------------------------- Controller G. T. Wehrlin Date: December 11, 1997 ----------------- APPENDIX TO ITEM 2 - PROPERTIES Four maps outlining the Company's operating areas at September 30, 1997 are included on pages 1 and 2 of the paper format version of the Company's combined Annual Report to Shareholders/Form 10-K. The first map identifies the Company's Pipeline and Storage operating area (i.e., Supply Corporation's storage areas and pipelines). The second map identifies the Company's Utility Operating area (i.e., Distribution Corporation's service area). The third map identifies the Company's Exploration and Production operating area (i.e., Seneca Resources' operating area). The fourth map identifies the geographic location of the Company's Other Nonregulated operating areas (i.e., NFR's marketing offices, Horizon's Czech Republic operations and Highland's sawmill operations). APPENDIX TO ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - GRAPHS A. The Revenue Dollar - 1997 Two pie graphs detailing the revenue dollar in 1997: where it came from and where it went to, broken down as follows: Where it came from: $ .560 Residential Sales .184 Commercial, Industrial and Off-System Sales .101 Oil and Gas Revenues .065 Transportation Revenues .055 Marketing Revenues .029 Storage Service Revenues .006 Other Revenues $1.000 Total Where it went to: $ .417 Gas Purchased .141 Wages, Including Benefits .133 Taxes .088 Depreciation .086 Other Materials and Services .051 Dividends - Common Stock .045 Interest .039 Reinvested in the Business $1.000 Total B. Capital Expenditures A bar graph detailing capital expenditures (millions of dollars) for the years 1993 through 1997, broken down as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- Other Nonregulated $ 6.2 $ 3.6 $ 9.6 $ 3.2 $ 16.5 Pipeline and Storage 27.4 20.5 38.7 22.2 22.6 Utility 61.8 61.7 64.8 62.6 66.9 Exploration and Production 36.5 52.5 69.7 83.6 120.3 ------ ------ ------ ------ ------ $131.9 $138.3 $182.8 $171.6 $226.3 APPENDIX TO ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION - GRAPHS (Concluded) C. Capitalization Ratios A bar graph detailing capitalization (percentage) for the years 1993 through 1997, broken down as follows: Debt (%) Equity (%) 1993 47.8 52.2 1994 46.2 53.8 1995 47.0 53.0 1996 47.5 52.5 1997 46.0 54.0 D. Book Value Per Common Share A bar graph detailing book value per common share (dollars) for the years 1993 through 1997, as follows: 1993 - 20.08 1994 - 20.93 1995 - 21.39 1996 - 22.61 1997 - 23.94 Exhibit Index 3.1 National Fuel Gas Company By-Laws as amended through September 18, 1997 10.1 Agreement dated August 1, 1986, with Joseph P. Pawlowski 10.2 Agreement dated August 1, 1986, with Gerald T. Wehrlin 10.3 National Fuel Gas Company Deferred Compensation Plan, as amended and restated through March 20, 1997 10.4 Amendment to National Fuel Gas Company Deferred Compensation Plan dated June 16, 1997 10.5 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 17, 1997 with Philip C. Ackerman 10.6 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Richard Hare 10.7 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Joseph P. Pawlowski 10.8 Amended and Restated Split Dollar Insurance and Death Benefit Agreement dated September 15, 1997 with Gerald T. Wehrlin 10.9 Amendments to National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan dated September 18, 1997 10.10 Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of February 20, 1997 regarding the Retirement Benefits for Bernard J. Kennedy 10.11 Excerpts of Minutes from the National Fuel Gas Company Board of Directors Meeting of March 20, 1997 regarding the Retainer Policy for Non-Employee Directors (12) Computation of Ratio of Earnings to Fixed Charges (13) Letter to Shareholders as contained in the 1997 Annual Report and incorporated by reference into this Form 10-K 23.1 Consent of Ralph E. Davis Associates, Inc. 23.2 Consent of Independent Accountants (27) Financial Data Schedule for 12 months ending September 30, 1997 99.1 Report of Ralph E. Davis Associates, Inc. EX-3 2 Amended 2/21/85 6/19/86 7/07/88 6/14/90 6/18/92 12/8/93 6/09/94 1/01/97 3/20/97 6/19/97 9/18/97 NATIONAL FUEL GAS COMPANY ------------------------- BY-LAWS ------- ARTICLE I --------- Meeting of Stockholders ----------------------- 1. Meetings of stockholders may be held at such place, within or without the State of New Jersey, as may be fixed by the Board of Directors and stated in the notice of the meeting. 2. In 1999 and thereafter, the annual meeting of stockholders shall be held on the third Thursday in February in each year beginning at ten o'clock in the forenoon, local time, unless such day shall be on a holiday, in which event such meeting shall be held at the same hour on the next succeeding business day. In 1998, the Annual Meeting of Stockholders shall be held on Thursday, February 26, 1998 at ten o'clock in the forenoon, local time. 3. Except as otherwise provided by New Jersey law, written notice of the time, place and purpose or purposes of every meeting of stockholders shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each stockholder of record entitled to vote at the meeting. 4. Unless otherwise provided by statute, all Special Meetings shall be called upon the written request of three or more directors or of stockholders owning one-fourth of the capital stock issued and outstanding. 5. Unless otherwise provided in the Company's Certificate of Incorporation or in New Jersey law, (i) the holders of shares entitled to cast a majority of the votes at any meeting of stockholders shall constitute a quorum at such meeting except that the votes that holders of any class or series of shares are entitled to cast shall not be counted in the determination of a quorum for action to be taken at a meeting with respect to which such class or series has no vote, and (ii) the holders of shares of any class or series entitled to cast a majority of the votes of such class or series entitled to vote separately on a specified item of business shall constitute a quorum of such class or series for the transaction of such specified item of business. If a quorum shall not be so represented, the stockholders present at any meeting of stockholders shall have power to adjourn the meeting to another time at the same or at another place. If the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting, it shall not be necessary to give notice of the adjourned meeting unless after the adjournment the Board of Directors fixes a new record date for the adjourned meeting. In the event the Board of Directors fixes such a new record date, a notice of the adjourned meeting shall be given to each stockholder of record at the new record date entitled to notice under Article I paragraph 3 of these By-Laws. 6. At each election of Directors, the proxies and ballots shall be received and all questions respecting the qualification of voters shall be decided by two inspectors, who shall be appointed by the presiding officer of the meeting; provided however, that no candidate for election as Director shall act as inspector. Such inspectors shall be sworn faithfully to perform their duties and shall report in writing the results of the ballot. ARTICLE II ---------- Board of Directors ------------------ 1. The Board of Directors shall consist of (i) such number of directors, not less than seven nor more than eleven, as may be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, and (ii) such directors as may be elected by vote of the holders of shares of preferred stock, when and as provided in the Certificate of Incorporation of the Company. In order to qualify for election as a director, a nominee must be a shareholder of the Company. 2. Subject to the provisions of the Statutes of the State of New Jersey, the Certificate of Incorporation, and the By-Laws of the Corporation, the Board of Directors shall have full and complete management and control of the business and affairs of the Corporation. 3. The Board of Directors may hold its meetings or any adjournment thereof either in the State of New Jersey or elsewhere and keep the books of the Corporation at such places within or without the State of New Jersey as the Board of Directors may from time to time determine. 4. Meetings of the Board of Directors may be called at the direction of the Chairman of the Board, the President, or any three of the Directors for the time being in office. 5. Notice of any meetings of the Board of Directors shall be given to each Director by mailing the same to him at his last known address, as the same appears upon the records of the Corporation at least five days before the meeting or by telegraphing, telephoning or delivering the same to him personally at least one day before the meeting. 6. At any meeting of the Board of Directors, there may be transacted without special notice, any business within the powers of the Directors to transact, except that of which the Statutes of the State of New Jersey expressly require special notice shall be given. 7. A majority of the Directors in office shall constitute a quorum for the transaction of any business which may properly come before them. If a majority of said Directors shall not be present at any meeting, the Directors present shall have power to adjourn to a day certain, and notice of the adjourned meeting shall be given by mailing the same addressed to each Director at his address as the same appears upon the records of the Corporation, at least two days prior to the adjourned meeting, or by telegraphing, telephoning or delivering the same to him personally at least one day before said adjourned meeting. But, if a majority of the Board of Directors are present, the said meeting, or any adjourned meeting thereof, may be adjourned to a subsequent day; such adjournment may be without notice of such adjournment if such notice is not required by New Jersey Law (as of June 1997, N.J.S.A. 14A:6-10(2)). -------- 8. A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding ("Proceeding") by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another foreign or domestic corporation, or of any partnership, joint venture, sole proprietorship, employee benefit plan, trust or other enterprise, whether or not for profit, to the fullest extent permitted and in the manner provided by the laws of the State of New Jersey. B. Nothing in this paragraph 8 shall restrict or limit the power of the Corporation to indemnify its employees, agents and other persons, to advance expenses (including attorneys' fees) on their behalf and to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation in connection with any Proceeding. C. The indemnification provided by this paragraph 8 shall not exclude any other rights to which a person seeking indemnification may be entitled under the Certificate of Incorporation, By-Laws, agreement, vote of shareholders or otherwise. The indemnification provided by this paragraph 8 shall continue as to a person who has ceased to be a director or officer, and shall extend to the estate or personal representative of any deceased director or officer." 9. A. Except with respect to directors whose service as such ceases on or before February 20, 1997, who will continue to receive the previously-effective Director compensation until such time, each Director who is not a regular full-time employee of the Corporation or one or more of its subsidiaries, shall be paid an annual fee of $12,000 in cash and 400 shares of the common stock of the Corporation, payable in equal quarterly increments, in advance (i.e., as of the first business day of the quarter). There will be proration of payments during quarters in which such Director has only partial service. Each such share of stock of the Corporation will be nontransferable until the later of two years from its issuance or six months after such Director's cessation of service. B. Each Director of the Corporation who is not a regular full-time employee of the Corporation or one or more of its subsidiaries shall also receive a fee of $1,000 for attendance at any meeting of the Board of Directors and a fee of $800 for attendance at any meeting of any committee of the Board of Directors, except that if a Director participates in a committee meeting by telephone, the fee shall be $500. Each Director shall be reimbursed for the travel expenses incurred by him or her in attending any meeting of the Board of Directors or any committee of the Board of Directors. 10. Any contract or other transaction between the Corporation or a subsidiary of the Corporation and any other entity shall not be void or voidable because a Director of the Corporation is interested therein if the Corporation has complied with the provisions of any then-applicable New Jersey statute(s) necessary or sufficient to make the transaction not void or voidable, including, as of June 1997, N.J.S.A. 14A:6-8(1). -------- ARTICLE III ----------- Officers -------- 1. At the first meeting after the annual election, the Board of Directors shall choose a Chairman of the Board and a President, both of whom shall be members of the Board of Directors, and one or more Vice Presidents, a Secretary, a Treasurer and a Controller, who need not be members of the Board of Directors, and who shall hold their respective offices until others are chosen and qualify in their stead. The offices of Secretary and Treasurer may be filled by the same person. 2. In its discretion, the Board of Directors may leave unfilled for such period as it may determine, any office except the offices of the President, Treasurer and Secretary. 3. The Chairman of the Board shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of the Board of Directors and shall, during the recess of the Board of Directors, have general control and management of the affairs and business of the Corporation. In the absence of the President, he shall preside at stockholders' meetings. 4. In addition to the duties and responsibilities specified in the laws of the State of New Jersey and these By-Laws, the President shall preside at all stockholders' meetings and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. In the absence of the Chairman of the Board, or in the event that there is a vacancy in the office of the Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation and shall perform all the duties of the Chairman of the Board as well as those of President. 5. Each Vice President shall perform such duties as shall from time to time be assigned to him by the Board of Directors, the Chairman of the Board, or the President. 6. The Secretary, in addition to his statutory duties, shall give proper notice of all meetings of the stockholders and of the Board of Directors. He shall act as Secretary of all meetings of the stockholders and shall perform such other duties as shall from time to time be assigned to him by the Board of Directors or President. 7. The Treasurer, in addition to his statutory duties, shall keep full and accurate accounts of receipts and disbursements of the funds belonging to the Corporation, and shall cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors whenever they may require it, account of all his transactions as Treasurer, and of the financial condition of the Corporation. He shall perform such other duties as shall be assigned to him by the Board or President, and shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may from time to time require. 8. The Controller shall see that adequate records of all assets, liabilities and transactions of the Corporation are maintained; that adequate audits thereof, are currently and regularly made, and in conjunction with other officers, initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with maximum efficiency, safety and economy. He shall also perform all such other duties as usually pertain to the office of Controller. He shall be in all matters subject to the control of and responsible to the Board of Directors alone. 9. The Board of Directors may from time to time appoint such other officers and agents as they may deem necessary or advisable for the transaction of the business of the Corporation, who shall hold their offices during the pleasure of the Board of Directors and perform such duties as may from time to time be designated or assigned to them by said Board of Directors. 10. If the office of the Chairman of the Board, the President, Vice President, Secretary, Treasurer, or Controller or one or more of them becomes vacant for any reason whatsoever, the Board of Directors at any duly convened meeting may, by a majority vote of those present, fill such vacancy and the person elected shall hold office for the unexpired term of such office and until his successor shall be chosen. 11. All officers and agents chosen or appointed by the Board of Directors shall be subject to removal by the Board of Directors at any time with or without cause, and in the case of the absence of any officer or agent of the Corporation, or for any other reason that may seem sufficient to the Board of Directors, the said Board of Directors subject to the limitations herein contained and the statutes in such case made and provided, may, without removal, delegate his powers and duties to any other officer or suitable person for such period as it shall deem proper. 12. All duly authorized bonds and debentures of the Corporation shall be signed on behalf of the Corporation by its Chairman of the Board or its President, or one of its Vice Presidents or, if so provided by resolution of the Board of Directors, by one or more of such officers and such other officer or officers designated by the Board of Directors; any or all such signatures may be manual or facsimile signatures, the signature on interest coupons attached to any said bonds or debentures shall be a facsimile signature; and the corporate seal or a facsimile of such seal may be impressed, affixed, imprinted or otherwise reproduced on said bonds and debentures and, if attested, shall be attested by the Corporation's Secretary or Assistant Secretary by manual or facsimile signature. In case any person whose signature (manual or facsimile) appears upon any said bond or debenture or coupons attached thereto shall cease to be an officer of the Corporation, or shall cease to be the officer specified thereon, before the bonds or debentures so signed shall have been authenticated by the trustee under the indenture or other instrument pursuant to which the bonds or debentures are delivered or sold, such bonds or debentures or coupons may nevertheless be adopted by the Corporation, without further action by the Board of Directors, and authenticated and delivered and sold as though the person or persons who so signed or attested such bonds or debentures or coupons had not ceased to be an officer of the Corporation or the officer specified thereof; and any bonds or debentures may be signed as aforesaid; and the seal of the Corporation impressed, affixed, imprinted or otherwise reproduced thereon may be attested on behalf of the Corporation as aforesaid, and coupons attached may be signed as aforesaid by such persons as at the actual date of the execution of the bonds or debentures or coupons shall be the proper officers of the Corporations, although at the time of the date of the bonds or debentures, such persons may not have been officers of the Corporation. ARTICLE IV ---------- Executive Committee ------------------- 1. The Directors may appoint an executive committee and one or more other committees of not less than three members to be chosen from among the members of the Board of Directors. Such committees may meet at such times and places as the committee shall, by resolution, determine and it shall make its own rules of procedure. A majority of the members of any such committee shall constitute a quorum. 2. Except as otherwise provided by Board resolution or statute (as of June 1997, N.J.S.A. 14A:6-9(1)), each such committee shall have and may exercise -------- the power of the Board of Directors in the management of the business and affairs of the Corporation at any time when the Board of Directors are not in session. Each such committee shall, however, be subject to the specific directions of the Board of Directors. 3. Each such committee shall keep regular minutes of their transactions and shall cause them to be recorded in books to be kept for that purpose in the office of the Corporation, and shall report the same to the Board of Directors at their regular meetings. ARTICLE V --------- Transfer of Shares ------------------ 1. Except as otherwise provided by statute, shares shall be transferred on the books of the Corporation only by the holder thereof in person or by his attorney upon the surrender and cancellation of the certificate or certificates of a like number of shares, except in case of lost or destroyed certificates, and in that case only after the receipt of a satisfactory bond if required by the Board of Directors. 2. The Board of Directors may appoint a transfer agent and a registrar of transfers, and may require all stock certificates to bear the signatures of either or both. ARTICLE VI ---------- Fiscal Year ----------- 1. The fiscal year of the corporation shall begin on the 1st day of October in each calendar year and end on the 30th day of September of the next succeeding year. ARTICLE VII ----------- Dividends and Working Capital ----------------------------- 1. Before declaring any dividends or making any distribution of profits, the Directors may set apart out of the net profits or out of the surplus of the Corporation as a reserve fund to be used as working capital or for any other proper purpose, such sum or sums as the Directors shall in their discretion deem just and proper and most for the benefit of the Corporation. 2. Dividends upon the capital stock of the Corporation when declared shall be payable on dates to be determined by the Board of Directors. ARTICLE VIII ------------ Closing of Transfer Books and Fixing A Record Book -------------------- The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of so closing the stock transfer books, the Board of Directors may fix, in advance, a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or allotment of rights or exercise of such rights, as the case may be, and notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. ARTICLE IX ---------- Waiver of Notice ---------------- 1. Any notice required to be given by these By-Laws may be waived by the person entitled thereto. ARTICLE X --------- Seal ---- 1. The common corporate seal is and until otherwise ordered by the Board of Directors shall be an impression upon paper or wax bearing the words - "NATIONAL FUEL GAS COMPANY, NEW JERSEY, INCORPORATED 1902". ARTICLE XI ---------- Amendment of By-Laws -------------------- 1. Except as otherwise provided by statute, the Board of Directors shall have power to make, alter or repeal the By-Laws of the Corporation by a vote of a majority of all the Directors at any duly convened meeting of the Board, but any By-Laws so made or otherwise promulgated may be altered or repealed and new By-Laws made by the stockholders at any duly conveyed meeting thereof. EX-10 3 AGREEMENT AGREEMENT dated August 1, 1986, between NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called National Fuel), and JOSEPH P. PAWLOWSKI (hereinafter called the Employee). 1. Purpose. The Employee is presently an employee of National ------- Fuel, having joined National Fuel on August 11, 1975, after working for and gaining valuable experience with certain previous employers. This Agreement is intended to enable the Employee to receive approximately the same benefits as he would have received under the National Fuel Gas Company Tax-Deferred Savings Plan ("TDSP") and/or under the makeup payments provided for under the National Fuel Gas Company Deferred Compensation Plan ("DCP"), as they now exist and as they may be hereafter amended (collectively, the "Plans"), if certain previous periods of employment had been with National Fuel. 2. Creditable Previous Employment. Twelve (12) years of -------------------------------- service shall constitute the years of Creditable Previous Employment. 3. Equalizing Amounts. At such times as it is convenient to ------------------- National, during the continuance of this Agreement, National Fuel shall determine what Employer matching contributions were actually made with respect to the Employee for various time periods under the TDSP. National Fuel shall then calculate what Employer matching - 2 - contribution would have been made on behalf of the Employee under the TDSP for various time periods if the Employee had not participated in the DCP (or if DCP deferrals had instead constituted TDSP deferrals), and if the Employee's years of service for TDSP purposes were increased by his years of Creditable Previous Employment.- The difference shall be hereinafter referred to as an 'Equalizing Amount'. National Fuel shall give the Employee written notice of the Equalizing Amount. 4. Requirement to Purchase Stock. If, within four months after ----------------------------- the employee is given notice of his Equalizing Amount for his active service, the Employee demonstrates to National Fuel that during the six-month period ending three months after he was given such notice, he has purchased National Fuel Gas Company common stock from persons other than his immediate family or any trusts or other entities he controls, at a cost (including brokerage commissions) at least equal to his Equalizing Amount, National Fuel will pay the Employee in cash his Equalizing Amount. 5. Termination of Employment. If the Employee's employment -------------------------- with National Fuel terminates, National Fuel, as soon as it is convenient, will pay any unpaid Equalizing Amount to the Employee or, if deceased, to his executors or administrators. National Fuel may, at its election, pay the Equalizing Amount without regard to the purchase of stock - 3 - meeting the requirements of Paragraph 4. This Agreement shall terminate when all payments described in this Paragraph 5 have been made. 6. Amendment, Modification or Termination of Agreement. If the --------------------------------------------------- Plans terminate, this Agreement shall terminate as of the effective date of such Plans' termination. National Fuel further reserves the right to amend, modify, suspend or terminate this Agreement at any time, by written notice to the Employee. 7. Effect on Present Plan. The Equalizing Amount paid to the ---------------------- Employee shall be in addition to the benefits he receives or may receive under the Plans. The references contained herein to the Plans do not in any way affect or change the Plans or make this Agreement a part of the Plans. This Agreement is not intended to constitute a qualified plan under Section 401 of the Internal Revenue Code. 8. Incompetence and Incapacity. If National Fuel determines ---------------------------- that the Employee, whether or not he has terminated employment due to disability, is incompetent or otherwise is or may be incapable of receiving or intelligently utilizing such Equalizing Amount, National Fuel may pay such Equalizing Amount to such other - 4 - person or persons as National Fuel deems appropriate, or may pay such Equalizing Amount to the Employee if it deems this appropriate, or may withhold such payment, without liability to the Employee or any party claiming to represent him or claiming authority to receive such Equalizing Amount. 9. Alienation. Until the Equalizing Amount is paid to the ---------- Employee under this Agreement, the right to receive it shall not be assignable by the Employee or be subject in any manner to alienation, sale, transfer, claims of creditors of the Employee, attachment or encumbrances of any kind. 10. Miscellaneous. This Agreement represents the entire ------------- understanding of the parties and is subject to all applicable state, federal and local laws, regulations, ordinances and orders, and shall be construed in accordance with the laws of the State of New York. Payments of Equalizing Amounts hereunder shall be subject to income tax withholding and other applicable payroll taxes. NATIONAL FUEL GAS DISTRIBUTION CORPORATION BY /s/J. M. Brown --------------------------------------- J. M. Brown Accepted By /s/Joseph P. Pawlowski ------------------------------ Joseph P. Pawlowski EX-10 4 AGREEMENT AGREEMENT dated August 1, 1986, between NATIONAL FUEL GAS DISTRIBUTION CORPORATION (hereinafter called National Fuel), and GERALD T. WEHRLIN (hereinafter called the Employee). 1. Purpose. The Employee is presently an employee of National ------- Fuel, having joined National Fuel on August 16, 1976, after working for and gaining valuable experience with certain previous employers. This Agreement is intended to enable the Employee to receive approximately the same benefits as he would have received under the National Fuel Gas Company Tax-Deferred Savings Plan ("TDSP") and/or under the makeup payments provided for under the National Fuel Gas Company Deferred Compensation Plan ("DCP"), as they now exist and as they may be hereafter amended (collectively, the "Plans"), if certain previous periods of employment had been with National Fuel. 2. Creditable Previous Employment. Fourteen (14) years of -------------------------------- service shall constitute the years of Creditable Previous Employment. 3. Equalizing Amounts. At such times as it is convenient to ------------------- National, during the continuance of this Agreement, National Fuel shall determine what Employer matching contributions were actually made with respect to the Employee for various time periods under the TDSP. National Fuel shall then calculate what Employer matching - 2 - contribution would have been made on behalf of the Employee under the TDSP for various time periods if the Employee had not participated in the DCP (or if DCP deferrals had instead constituted TDSP deferrals), and if the Employee's years of service for TDSP purposes were increased by his years of Creditable Previous Employment. The difference shall be hereinafter referred to as an "Equalizing Amount". National Fuel shall give the Employee written notice of the Equalizing Amount. 4. Requirement to Purchase Stock. If, within four months after ----------------------------- the employee is given notice of his Equalizing Amount for his active service, the Employee demonstrates to National Fuel that during the six-month period ending three months after he was given such notice, he has purchased National Fuel Gas Company common stock from persons other than his immediate family or any trusts or other entities he controls, at a cost (including brokerage commissions) at least equal to his Equalizing Amount, National Fuel will pay the Employee in cash his Equalizing Amount. 5. Termination of Employment. If the Employee's employment -------------------------- with National Fuel terminates, National Fuel, as soon as it is convenient, will pay any unpaid Equalizing Amount to the Employee or, if deceased, to his executors or administrators. National Fuel may, at its election, pay the Equalizing Amount without regard to the purchase of stock - 3 - meeting the requirements of Paragraph 4. This Agreement shall terminate when all payments described in this Paragraph 5 have been made. 6. Amendment, Modification or Termination of Agreement. If the --------------------------------------------------- Plans terminate, this Agreement shall terminate as of the effective date of such Plans' termination. National Fuel further reserves the right to amend, modify, suspend or terminate this Agreement at any time, by written notice to the Employee. 7. Effect on Present Plan. The Equalizing Amount paid to the ---------------------- Employee shall be in addition to the benefits he receives or may receive under the Plans. The references contained herein to the Plans do not in any way affect or change the Plans or make this Agreement a part of the Plans. This Agreement is not intended to constitute a qualified plan under Section 401 of the Internal Revenue Code. 8. Incompetence and Incapacity. If National Fuel determines ---------------------------- that the Employee, whether or not he has terminated employment due to disability, is incompetent or otherwise is or may be incapable of receiving or intelligently utilizing such Equalizing Amount, National Fuel may pay such Equalizing Amount to such other - 4 - person or persons as National Fuel deems appropriate, or may pay such Equalizing Amount to the Employee if it deems this appropriate, or may withhold such payment, without liability to the Employee or any party claiming to represent him or claiming authority to receive such Equalizing Amount. 9. Alienation. Until the Equalizing Amount is paid to the ---------- Employee under this Agreement, the right to receive it shall not be assignable by the Employee or be subject in any manner to alienation, sale, transfer, claims of creditors of the Employee, attachment or encumbrances of any kind. 10. Miscellaneous. This Agreement represents the entire ------------- understanding of the parties and is subject to all applicable state, federal and local laws, regulations, ordinances and orders, and shall be construed in accordance with the laws of the State of New York. Payments of Equalizing Amounts hereunder shall be subject to income tax withholding and other applicable payroll taxes. NATIONAL FUEL GAS DISTRIBUTION CORPORATION BY /s/J. M. Brown -------------------------------------- J. M. Brown Accepted By /s/Gerald T. Wehrlin ----------------------------- Gerald T. Wehrlin EX-10 5 NATIONAL FUEL GAS COMPANY DEFERRED COMPENSATION PLAN As amended effective June 16, 1989, December 15, 1989, June 16, 1993, August 1, 1993, May 1, 1994 and March 20, 1997 NATIONAL FUEL GAS COMPANY DEFERRED COMPENSATION PLAN Table of Contents ----------------- Page ---- Purpose 1 Article 1 - Definitions 2 1.1 Account 2 1.2 Accumulation Account 2 1.3 Base Salary 2 1.4 Beneficiary 2 1.5 Committee 2 1.6 Company 2 1.7 Deferral Agreement 2 1.8 Deferral Amount 2 1.9 Deferral Period 3 1.10 Employer 3 1.11 Index 3 1.12 Maximum Matching Contribution Percentage 3 1.13 Moody's Election 3 1.14 Participant 3 1.15 Plan 3 1.16 Plan Year 3 1.17 Retirement and Retire 3 1.18 Retirement Account 4 1.19 Retirement Benefit Date 4 1.20 Savings Account 4 1.21 S&P 500 4 1.22 S&P 500 Minus 1.2% Election 4 1.23 Termination of Employment 4 1.24 TDSP 4 Article 2 - Eligibility 5 2.1 Selection 5 2.2 Deferral Agreement of Participant 5 Article 3 - Deferral Commitments 6 3.1 Minimum Deferral 6 3.2 Maximum Deferral 6 3.3 Withholding of Deferral Amounts 6 3.4 Commitments as Percentage of Salary 6 Article 4 - Deferral Crediting Rates Accounts 7 4.1 Basic Interest Rate 7 4.2 Supplemental Interest Rate 7 4.3 Available Accounts 7 4.4 Crediting of Deferrals and Interest 7 4.5 Account Statements 8 Article 5 - Savings Account 9 5.1 Definition 9 5.2 Four Year Minimum 9 5.3 Distribution of Savings Account 9 5.4 Elections within Savings Account 9 Article 6 - Retirement Account 10 6.1 Definition 10 6.2 Retirement Benefit 10 6.3 Forms of Annuity 10 6.4 Determination of Annuity 10 6.5 Death Prior to Completion of Retirement Benefits 10 6.6 Elections within Retirement Account 11 Article 7 - Termination 12 7.1 Termination 12 7.2 Death 12 Article 8 - Beneficiary Designation 13 8.1 Beneficiary Designation 13 8.2 Change of Beneficiary Designation 13 8.3 No Beneficiary Designation 13 8.4 Effect of Payment 13 Article 9 - Other Benefits and Agreements 14 9.1 Coordination With Other Benefits 14 9.2 Coordination With Tophat Plan 14 Article 10 - Termination and Modification 15 10.1 Termination and Amendment 15 10.2 Change in Interest Rate 15 10.3 Limited Power of President to Amend Plan 15 Article 11 - Administration 16 11.1 Committee Duties 16 11.2 Agents 16 11.3 Binding Effect of Decisions 16 11.4 Indemnity of Committee 16 Article 12 - Miscellaneous 17 12.1 Unsecured General Creditor 17 12.2 Nonassignability 17 12.3 Not a Contract of Employment 17 12.4 Health Information 17 12.5 Governing Law 17 12.6 Withholding 18 12.7 Binding Effect 18 12.8 Borrowing 18 12.9 Validity 18 12.10 Incapacity of Person Entitled to Payment 18 12.11 Captions 18 12.12 Construction 18 NATIONAL FUEL GAS COMPANY DEFERRED COMPENSATION PLAN Purpose ------- The primary purposes of the National Fuel Gas Company Deferred Compensation Plan ("Plan") are to help attract and retain high caliber employees in high-level management positions and to provide such employees with a tax-favored vehicle to accumulate assets and to enhance retirement benefits. Selected executives of National Fuel Gas Company and its subsidiaries and certain other select management and highly-compensated employees will be allowed to participate in the Plan. Article I Definitions ----------- For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings: 1.1 "Account" shall mean an individual account maintained on behalf --------- of a Participant under the Plan. Accounts shall be utilized solely as recordkeeping devices for the measurement and determination of the amounts to be paid to the Participant pursuant to this Plan. Separate Accounts may be maintained respecting separate Deferral Periods. A Participant's Accounts shall not constitute or be treated as trust funds or in other respects as the property of the Participants for which they are maintained. 1.2 "Accumulation Account" shall have the meaning ascribed to it in ---------------------- Article 4. 1.3 "Base Salary" shall mean gross cash compensation per regular -------------- payroll period, including salary continuation payments made by an Employer on account of sickness or accident, which are paid to a Participant for employment services rendered to an Employer, before reduction for compensation deferred pursuant to this Plan or pursuant to the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees, and shall also include payments made to a participant pursuant to the Company's Annual At Risk Compensation Incentive Program, or a successor plan thereto, but shall exclude all other fees, commissions, special, extra or nonperiodic compensation in any form. 1.4 "Beneficiary" shall mean the person, persons, or entity ------------- designated by the Participant to receive any benefits payable under this Plan upon the death of a Participant. 1.5 "Committee" shall mean the committee appointed to manage and ----------- administer the Plan in accordance with the provisions of Article 11. 1.6 "Company" shall mean National Fuel Gas Company and all successor --------- companies thereto. 1.7 "Deferral Agreement" shall mean the form of written agreement, --------------------- as amended from time to time, which is entered into by and between an Employer and a Participant, respecting each Deferral Period prior to the commencement thereof. 1.8 "Deferral Amount" shall mean the amount of Base Salary deferred ------------------ by a Participant with respect to a Deferral Period pursuant to his or her election in the form of a Deferral Agreement. 1.9 "Deferral Period" shall mean the period established from time to ----------------- time by the Company during which amounts of Base Salary may be deferred by means of the deferral election of the Participant as set forth in the Participant's Deferral Agreement. The first Deferral Period consisted of four Plan Years beginning August 1, 1986. The Company, by action of or pursuant to the authorization of its Board of Directors, may from time to time establish subsequent Deferral Periods and set forth the particular terms and conditions therefor. Each cycle is a Deferral Period. 1.10 "Employer" shall mean the Company and each of its subsidiaries ---------- which has one or more eligible employees who have been selected to participate in the Plan. Where the context dictates, the term "Employer" as used herein refers to the particular Employer that has entered into a Deferral Agreement with a specific Participant. 1.11 "Maximum Matching Contribution Percentage" shall mean the ---------------------------------------------- maximum employer matching contribution percentage to which a Participant would be entitled under the TDSP. 1.12 "Moody's Index" shall mean the Moody's Composite Average of ---------------- Yields on Corporate Bonds, an economic indicator prepared and published by Moody's Investors Service, Inc., which is an arithmetic average of yields on representative bonds: industrials, public utilities, Aaa, Aa, A and Baa, as it shall be constituted from time to time, or some other index as selected by the Committee which shall be reasonably similar or reasonably reflective of long-term corporate bond yields. 1.13 "Moody's Election" shall mean the election by a Participant, ------------------- respecting Cycle III-A (which has a Deferral Period of May 1, 1994 through July 31, 1997) and subsequent cycles, to earn a return on his or her Deferral Amounts, on a semimonthly basis, equal to the semimonthly equivalent of the Basic Interest Rate in accordance with Sections 4.1 and 4.4(b), which return shall be compounded. 1.14 "Participant" shall mean any person currently or formerly in the ------------- regular full-time employment of an Employer, who was made eligible to defer compensation under the Plan by the President of the Company, who has deferred compensation under the Plan, and whose Accounts have not been completely distributed to him or her. 1.15 "Plan" shall mean the National Fuel Gas Company Deferred ------ Compensation Plan, as amended from time to time. 1.16 "Plan Year" shall mean the 12 consecutive month period ------------ commencing on August 1 and ending on the next following July 31. 1.17 "Retirement" and "Retire" shall mean severance from employment ------------ -------- with the Employer at or after the attainment of age fifty-five (55), or prior thereto pursuant to the disability retirement provisions of the National Fuel Gas Company Retirement Plan ("Retirement Plan"). 1.18 "Retirement Account" shall have the meaning ascribed to it in --------------------- Article 6. 1.19 "Retirement Benefit Date" shall mean the date at which the --------------------------- Retired Participant has commenced retirement under the Retirement Plan or a successor plan thereto; i.e., the date as of which he or she first receives retirement benefits. 1.20 "Savings Account" shall have the meaning ascribed to it in ------------------ Article 5. 1.21 "S&P 500" shall mean the Standard & Poors 500 stock index, an --------- index of American stocks published by Standard and Poors Inc., or some other index as selected by the Committee which shall be reasonably similar to or reasonably reflective of the performance of the American stock market. 1.22 "S&P 500 Minus 1.2% Election" shall mean the election by a ------------------------------- Participant, respecting Cycle III-A, IV and subsequent cycles, to earn a return on his or her Deferral Amounts, on a semimonthly basis, equal to the semimonthly return of the S&P 500 (including reinvestment of dividends), minus .045%, which when compounded will provide a total return approximately equal to the total annual return of the S&P 500, minus 1.2%, from time to time. A Participant making this election shall, beginning six months before his or her Retirement (if he or she retires), cease earning a return on the above basis. Instead, for such six-month period, he or she shall earn a return as if he or she had then made the Moody's Election. 1.23 "Termination of Employment" shall mean the cessation of ------------------------------ employment with the Company, voluntarily or involuntarily, for any reason other than Retirement. 1.24 "TDSP" shall mean the National Fuel Gas Company Tax-Deferred ------ Savings Plan for Non-Union Employees, as it may be amended from time to time. Article 2 Eligibility ----------- 2.1 Selection. The President of the Company shall have the sole --------- discretion to determine the management and highly compensated employees of an Employer who are eligible to become Participants in the Plan with respect to each Deferral Period, subject to any restrictions the Company's Board of Directors may impose. The President shall be eligible to be a Participant in the Plan for each Deferral Period during which he or she is President of the Company. 2.2 Deferral Agreement of Participant. As a condition of deferral of --------------------------------- compensation with respect to each Plan Deferral Period, each Participant shall complete, execute and return to the Employer a Deferral Agreement by the enrollment deadline respecting each Deferral Period. Article 3 Deferral Commitments -------------------- 3.1 Minimum Deferral. The Participant must agree to defer no less ----------------- than $10,000 over the Deferral Period as a condition of Plan participation respecting that Deferral Period, or such other minimum as may be established from time to time by the Committee. 3.2 Maximum Deferral. The Participant may defer no more than 60% of ---------------- Base Salary in any Plan Year, or such other maximum as may be established from time to time by the Committee. 3.3 Withholding of Deferral Amounts. The percentage of Base Salary -------------------------------- deferred by a Participant pursuant to his or her Deferral Agreement shall be withheld over the Deferral Period in which he or she participates in the manner set forth in the Deferral Agreement of the Participant. 3.4 Commitments as Percentage of Salary. A Participant's deferral ----------------------------------- commitment respecting each Deferral Period, and each deferral commitment to his or her Savings Account or Retirement Account, must be expressed as a whole percentage of his or her Base Salary. A Participant shall, prior to the Deferral Period, make his or her commitment (if any) for all or part of the Deferral Period, at varying percentages, provided that those percentages shall be constant for each 6-month period beginning August 1 and February 1 (unless different periods are authorized by the Committee, from time to time). If, within any such six months (or other authorized period), a Participant's Base Salary changes, such change shall not be reflected in the amount of his or her deferral until the next February 1 or August 1. Article 4 Deferral Crediting Rates and Accounts ------------------------------------- 4.1 Basic Interest Rate. Respecting all cycles, the Basic Interest ------------------- Rate for a Plan Year shall equal the Moody's Index in effect during the month of May prior thereto. 4.2 Supplemental Interest Rate. For all Plan cycles prior to Cycle ---------------------------- III-A, the Supplemental Interest Rate for each Plan Year in the Deferral Period equals 35% of the Basic Interest Rate in effect for that Plan Year. For Plan cycles beginning in and after 1994 (i.e., Cycle III-A, IV and subsequent cycles), there shall be no Supplemental Interest Rate. 4.3 Available Accounts. Each Participant shall have either a Savings ------------------ Account or a Retirement Account, and may have both, depending upon his or her deferral election as expressed in his or her Deferral Agreement. Each Participant in Cycles I, II, II-A and III shall also have an Accumulation Account. 4.4 Crediting of Deferrals and Interest. Each Participant's Deferral ----------------------------------- Amounts shall be credited to his or her Retirement Account and/or Savings Account in accordance with his or her deferral election as expressed in his or her Deferral Agreement, on or about such time as the Participant would have been paid such Deferral Amounts had he or she not participated in the Plan. The percentage of Base Annual Salary credited from time to time to a Participant's Accounts shall equal the percentage thereof that the Participant has deferred. (a) Respecting Cycles I, II, II-A, and III, interest on each Participant's Deferral Amounts shall be credited semimonthly at the semimonthly equivalent of the Basic Interest Rate, and shall be compounded semimonthly. Each Participant shall have an Accumulation Account to which additional interest shall be credited (subject to forfeiture as described in Article 7). Interest shall be credited to the Accumulation Account, and compounded, semimonthly, at the semimonthly equivalent of (i) the Basic Interest Rate plus Supplemental Interest Rate times the aggregate of Retirement Account, Savings Account and Accumulation Account balances, less (ii) the Basic Interest Rate times the aggregate of Retirement Account and Savings Account balances. (b) Respecting Cycles III-A, IV and subsequent cycles, for Participants making the Moody's Election, interest on Deferral Amounts shall be credited semimonthly at the semimonthly equivalent of the Basic Interest Rate, and shall be compounded semimonthly. (c) Respecting Cycle III-A, IV and subsequent cycles, for Participants making the S&P 500 Minus 1.2% Election, a return on each Participant's Deferral Amounts shall be credited semimonthly, at a rate equal to the semimonthly total return of the S&P 500 (including reinvestment of dividends) minus .045%, and shall be compounded semimonthly. Such return may, from time to time, be negative. 4.5 Account Statements. Each Participant will receive a statement of ------------------ his or her accounts annually or at such other time periods as the Committee decides. Article 5 Savings Account --------------- 5.1 Definition. A "Savings Account" is an Account to which a ---------- Participant may defer a percentage of his or her Base Salary, as he or she shall designate pursuant to his or her Deferral Agreement. 5.2 Four Year Minimum. Respecting each Deferral Period, all funds in ----------------- a Participant's Savings Account must remain in the Plan until at least the end of the fourth (4th) year after the commencement of the Deferral Period (or for such other minimum period as is established by the Company), unless the Participant terminates employment, in which case he or she thereupon should receive his or her Savings Account. 5.3 Distribution of Savings Account. As part of his or her Deferral ------------------------------- Agreement, a Participant shall designate the date(s), but no more than three per Deferral Agreement, on or about which his or her Savings Account is to be distributed to him, and the apportionment of such distribution if more than one is to be made. If a Participant retires or otherwise terminates employment, his or her Savings Account shall be paid to him or her then in a lump sum payment even if that date is earlier than the date(s) he or she elected. Notwithstanding the above, for Cycle IV and subsequent cycles, a Participant may elect to receive all or a portion of his or her Savings Account on a date(s) that occurs after his or her actual Retirement, but no later than his or her 70th birthday. The Company may from time to time revise these requirements and establish other requirements as to Savings Account elections and distributions. 5.4 Elections Within Savings Account. With respect to a -------------------------------------- Participant's Deferral Amounts allocated to his or her Savings Account for Cycle III-A, IV or subsequent cycles, the Participant may make either the Moody's Election or the S&P 500 Minus 1.2% Election, but not both. Article 6 Retirement Account ------------------ 6.1 Definition. A "Retirement Account" is an Account to which a ---------- Participant may defer a percentage of his or her Base Salary as he or she shall designate pursuant to his or her Deferral Agreement. 6.2 Retirement Benefit. A Participant who Retires shall become ------------------- eligible to receive, in accordance with this Article, a monthly payment based on his or her Retirement Account and Accumulation Account. However, if the Participant has no Retirement Account balance and his or her Accumulation Account balance is less than $5,000 (or such other amount as the Committee, in its discretion, shall establish from time to time) at the date of his or her Retirement, that account shall be paid in the form of a lump sum equal to the value of such account. 6.3 Forms of Annuity. A Participant who Retires shall receive a ---------------- 15-year certain annuity, commencing on the Retirement Benefit Date (except as described above), unless he or she has elected to receive a 5 or 10 year certain annuity prior to the Deferral Period. The Participant must give the Company at least 90 days notice of Retirement. Notwithstanding the above, respecting Cycle III-A, IV and subsequent cycles, the Participant may elect to have the 5, 10 or 15 year certain annuity he or she has chosen pursuant to this Section commence on the latter of his or her retirement or as of the first of the month coinciding with or next following a designated birthday, but no later than his or her 70th birthday. 6.4 Determination of Annuity. ------------------------ (a) Respecting Plan balances attributable to the Deferral Periods for Cycles I, II, II-A and III, the annuity shall be determined by using an interest rate equal to 135% of the average of the Moody's Index in effect for the 60-month period that ends with the month preceding the month in which the Participant's Retirement Benefit Date occurs. (b) Respecting Plan balances attributable to Cycle III-A, IV and subsequent cycles, the annuity shall be determined by using the average of the Moody's Index in effect for the 60-month period that ends with the month preceding the month in which the Participant's Retirement Benefit Date occurs, unless the Participant has made an election to commence receipt of his or her Plan benefits in the form of a 5, 10 or 15 year certain annuity for such cycle or cycles at a later date pursuant to the last sentence of Section 6.3, in which case the same 60-month formula shall be used but the 60 months shall end with the month preceding the month in which the annuity commences. 6.5 Death Prior to Completion of Retirement Benefits. If a Retired ------------------------------------------------- Participant dies before the retirement annuity hereunder has commenced or has been paid in full, any unpaid benefit payments shall continue and be paid to that Participant's Beneficiary. 6.6 Elections within Retirement Account. ----------------------------------- (a) With respect to a Participant's Deferral Amounts allocated to his or her Retirement Account for Cycle III-A, IV or subsequent cycles, the Participant may make either the Moody's Election or the S&P 500 Minus 1.2% Election, but not both. (b) For Cycle III-A, IV and subsequent cycles, a Participant who had made the S&P 500 Minus 1.2% Election for his or her Retirement Account may, after his or her 55th birthday, at one time only, switch all his or her Retirement Account balances out of such election effective as of the first of the month following receipt by the Company of his or her written notification requesting the switch. If a Participant makes such a switch, such Retirement Account balance will commence earning a return, on a semimonthly basis, equal to the semimonthly equivalent of the Basic Interest Rate. Article 7 Termination ----------- 7.1 Termination. If the Participant incurs a Termination of ----------- Employment by means other than death, such Participant shall receive any undistributed Savings Account balance, and his or her Retirement Account balance, as soon as reasonably practicable thereafter, but shall forfeit his or her Accumulation Account balance, if any. 7.2 Death. If the Participant incurs a Termination of Employment by ----- reason of death, his or her Beneficiary shall receive his or her Retirement Account balance, any undistributed Savings Account balance, and his or her Accumulation Account balance (if any), as soon as reasonably practicable thereafter, in the form of a lump sum payment. Article 8 Beneficiary Designation ----------------------- 8.1 Beneficiary Designation. Each Participant shall have the right, ----------------------- at any time, to designate any person, persons or entity as his or her primary and secondary Beneficiary or Beneficiaries. 8.2 Change of Beneficiary Designation. Any Beneficiary designation ---------------------------------- may be changed by a Participant at any time by executing and filing a form prescribed by the Committee. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. The Committee shall be entitled to rely on the last designation filed by the Participant prior to his or her death. 8.3 No Beneficiary Designation. If a Participant fails to designate -------------------------- a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be the surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan shall be payable to the Participant's personal representative, executor or administrator of the Participant's estate. 8.4 Effect of Payment. The payment of benefits under the Plan to the ----------------- named Beneficiary shall completely discharge the Employer's obligations under this Plan. Article 9 Other Benefits and Agreements ----------------------------- 9.1 Coordination With Other Benefits. The benefits provided for a --------------------------------- Participant or for the Beneficiary of a Participant under the Plan are in addition to any other benefits to which the Participant or Beneficiary may be entitled under any other plan or program of the Employer. This Plan shall supplement and shall not supersede, modify, amend, enhance or diminish any other such plan or program except as may otherwise be expressly provided in this Plan or the governing documents of such other plan or program. 9.2 Coordination with Tophat Plan. A Participant in the Plan who ------------------------------- thereby suffers a loss of benefits under the provisions of other plans or programs of the Company shall be eligible for recompense in accordance with the terms of the National Fuel Gas Company Tophat Plan. Article 10 Termination and Modification ---------------------------- 10.1 Termination and Amendment. The Company reserves the right ------------------------- to terminate or amend the Plan in whole or in part at any time. Such termination or amendment shall have a binding effect on Participants and their Beneficiaries. Upon termination of the Plan, the Participants' Accounts shall be paid out at such time and in such manner as the Committee deems appropriate. 10.2 Change in Interest Rate. The Company may, at any time it ------------------------ deems it appropriate (on a prospective or retrospective basis), increase the Supplemental Interest Rate. The Company may also reduce or eliminate the Supplemental Interest Rate on a prospective basis with respect both to future deferrals and future interest on past deferrals. The Company has eliminated the Supplemental Interest Rate with respect to Cycle III-A and IV. 10.3 Limited Power of President to Amend Plan. The President is ---------------------------------------- empowered to amend, restate or otherwise change the Plan as (i) counsel may advise to be necessary or appropriate in order to ensure that the Plan continues to operate as a plan of deferred compensation for tax purposes, remains exempt from many of the provisions of ERISA and otherwise continues to fulfill the purposes for which the Plan was adopted and intended, (ii) as he or she may deem necessary in order to make technical or clarifying changes not inconsistent with or in order to fulfill the purposes of the Plan, and (iii) in other respects except as will materially increase the cost of the Plan to the Company or its subsidiaries or the benefits of the Plan to Participants. Article 11 Administration -------------- 11.1 Committee Duties. This Plan shall be administered by a ----------------- Committee, the members of which shall be appointed by the Board of Directors of the Company. The Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules, regulations, and procedures for the administration of this Plan, and to decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. The Committee shall have no power to waive or in any other way modify the terms of Deferral Agreements. Members of the Committee who are eligible to participate in the Plan may participate to the same extent as other Participants but shall not take part in any determination directly relating only to their own participation or benefits. 11.2 Agents. In the administration of this Plan, the Committee ------ may, from time to time, employ agents, including employees of the Company and Plan Participants, and may delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer. 11.3 Binding Effect of Decisions. The decision or action of the --------------------------- Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. 11.4 Indemnity of Committee. The Company and Employer shall ----------------------- indemnify and hold harmless the members of the Committee and their agents and delegates against any and all claims, losses, damage, expense (including counsel fees) or liability arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee or any of its members or agents. Article 12 Miscellaneous ------------- 12.1 Unsecured General Creditor. Participants and their ------------------------------ Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of any Employer, nor shall they be Beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Employer ("Policies"). Such Policies or other assets of the Employer shall not be held under any trust for the benefit of Participants, their Beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Employer under this Plan. Any and all of the Employer's assets and Policies shall be, and remain, the general assets of the Employer. The Employer's obligation under the Plan shall merely constitute an unfunded and unsecured promise of the Employer to pay money in the future. 12.2 Nonassignability. Neither a Participant nor any other ---------------- person shall have any right to sell, assign, transfer, pledge, mortgage or otherwise encumber, hypothecate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof or interest therein. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency. 12.3 Not a Contract of Employment. The terms and conditions of ---------------------------- this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant, and the Participant (or his or her Beneficiary) shall have no rights against the Employer except as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to deny to the Employer the right to discipline a Participant (including reducing his or her salary) or discharge him or her at any time. 12.4 Health Information. The Participant shall provide to the ------------------- Company, if so requested and as a precondition for Plan participation, all health information and other information as the Company may require in order to purchase Policies. 12.5 Governing Law. The provisions of the Plan shall be -------------- construed and interpreted according to the laws of the State of New York. 12.6 Withholding. All payments that are to be made by an ----------- Employer to a Participant shall be subject to withholding for any and all taxes as the Employer in its discretion deems appropriate. 12.7 Binding Effect. The provisions of this Plan shall bind the -------------- Participant and his or her Beneficiaries, and shall bind and inure to the benefit of the Employer and its successors and assigns. 12.8 Borrowing. No portions of any Accounts may be borrowed by --------- a Participant or his or her Beneficiaries under this Plan. 12.9 Validity. In case any provision of this Plan shall be -------- illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein. 12.10 Incapacity of Person Entitled To Payment. If the Committee ---------------------------------------- shall reasonably determine, upon evidence satisfactory to it, that it is not desirable, because of the incapacity of the person who shall be entitled to receive any payment in accordance with the provisions of the Plan, to make such payment directly to such person, the Committee may apply such payment for the benefit of such person in any way that the Committee shall deem advisable, or the Committee may make such payment to any third person who, in the judgment of the Committee, will apply such payment for the benefit of the person entitled thereto. Such payment for the benefit of the person entitled thereto, or to a third person for his or her benefit, shall be a complete discharge of all liability with respect to such payment. The Committee may retain any amount that would otherwise be payable in accordance with the provisions of the Plan to a person who may be under legal disability until a representative of such person competent to receive such payment on his or her behalf shall have been appointed pursuant to law. 12.11 Captions. The captions of the articles, sections and -------- paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. 12.12 Construction. Whenever any words are used herein in the ------------ singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. l:\kmh\sjm\empb\plans\dcp-cy4.doc Revised: March 20, 1997 EX-10 6 AMENDMENT TO THE NATIONAL FUEL GAS COMPANY DEFERRED COMPENSATION PLAN I, B. J. Kennedy, do hereby execute the following amendment to the National Fuel Gas Company Deferred Compensation Plan (the "DCP"), pursuant to Section 10.3 of the DCP, effective for all cycles beginning on or after August 1, 1997 (i.e., Cycle IV) of the DCP. Section 1.3 of the DCP is hereby amended to read as follows: ""Base Salary" shall mean gross cash compensation per regular payroll ----------- period, including salary continuation payments made by an Employer on account of sickness or accident, which are paid to a Participant for employment services rendered to an Employer, before reduction for compensation deferred pursuant to this Plan or pursuant to the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees. Base Salary shall also include payments made to a participant pursuant to the Company's Annual At Risk Compensation Incentive Program, or a successor plan thereto, and any other performance-related lump sum compensation (i.e., lump sum payments other than expense or tuition reimbursements, moving expense reimbursements, workers compensation payments, payments for eligible unused vacation, suggestion award payments, severance payments, or other nonperformance-related lump sum payments), but shall exclude all other fees, commissions, special, extra or nonperiodic compensation in any form. NATIONAL FUEL GAS COMPANY June 16, 1997 /s/B. J. Kennedy - --------------------- ----------------------------- Dated B. J. Kennedy President, Chief Executive Officer and Chairman of the Board of Directors amdcp697.DOC EX-10 7 AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND DEATH BENEFIT AGREEMENT WHEREAS, National Fuel Gas Company (hereinafter, with any of its subsidiaries, collectively called the "Company"), in recognition of the highly valued services of Philip C. Ackerman (hereinafter called the "Executive"), the Executive's importance to the success of the Company, and the need of Executive's family for financial security in the event of Executive's death, has authorized the adoption of a split dollar insurance and death benefit agreement benefiting the Executive; and WHEREAS, the Executive and the Company desire to amend in certain respects and to restate in its entirety the terms of the Split Dollar Death Benefits Agreement between them dated April 1, 1991, as amended by an agreement dated January 8, 1996; and WHEREAS, the Executive has agreed not to participate in any noncontributory group term life insurance program while employed by the Company; and WHEREAS, the Company desires to recover the premiums it pays for the purchase of a life insurance policy or policies for these purposes upon termination of this Agreement. NOW THEREFORE, for mutual consideration, the receipt and adequacy of which the Company and Executive each acknowledge, the Company and Executive agree as follows: I. LIFE INSURANCE By an Irrevocable Trust Agreement dated January 27, 1997, the Executive has established a trust to which the Executive has assigned all of his interest in two life insurance policies, Policy Numbers 3484311 and 3646630 (hereinafter, together with any additional or replacement policy and any supplementary contracts issued in connection therewith, called the "Policy") in the aggregate face amount of $3,360,456 issued by the Guardian Life Insurance Company of America, of New York, New York (hereafter called the "Insurer"). The Trustee or Trustees acting from time to time under such Trust Agreement (the "Trustee") shall be the sole owner of the Policy and may exercise all rights and incidents of ownership with respect to the Policy, except as specifically provided in this Agreement. To secure the Company's interest under this Agreement, the Trustee has executed a collateral assignment of the Policy to the Company (the "Collateral Assignment"). II. PREMIUMS The Company shall pay the total premiums due on the Policy during the term of this Agreement. Premiums shall be paid directly to the Insurer on or before the due date, extended by any grace period. At the Company's election, Policy dividends may be applied to reduce premiums. Notwithstanding the above, after the Executive reaches age 65 or if the Executive's employment with the Company terminates prior to such age, the Company shall have no further obligation to make premium payments pursuant to this Section II. III. BENEFICIARY The Trustee may from time to time while this Agreement is in force, by such written notice to the Insurer as the Insurer may require, designate the beneficiary or beneficiaries (the "Beneficiary") to receive the Death Benefit as provided in this Agreement. IV. TERMINATION OF AGREEMENT A. This agreement shall terminate upon the earliest to occur of the following: a) February 14, 2014 (the Executive's 70th birthday), unless the Company and the Executive agree in writing to a later date; b) mutual agreement of the Company and the Executive prior to such date; c) the Executive's death. B. If the Executive's employment with the Company is terminated for Cause, as hereinafter defined, or if the Executive engages in Competition, as hereinafter defined, with the Company, whether or not the Executive's employment with the Company has been terminated, the Company may terminate this Agreement by written notice to the Executive. In the event of termination under this Subsection B, the Executive shall forfeit all rights under this Agreement and in the Policy. V. REPAYMENT OF PREMIUMS TO THE COMPANY Upon termination of this Agreement, the Company shall be entitled to repayment of the amount of the total premiums paid by the Company to maintain the Policy, less the amount of any distributions therefrom to the Company (including the outstanding balance of any Policy loans to the Company) (the "Net Premiums"). Such repayment may be made in cash or, if this Agreement terminates during the Executive's lifetime, in the form of a paid-up policy having equivalent value, as the Company may elect. If full repayment is not made within 60 days of termination of this Agreement, the Company may enforce its rights under the Collateral Assignment, including (without limitation) recovery from the Insurer out of the proceeds of the Policy or by surrender thereof. Upon receipt of the Net Premiums, the Company shall promptly release the Collateral Assignment. VI. DEATH BENEFIT WHILE AGREEMENT IS IN FORCE A. If this Agreement terminates by reason of the Executive's death, the Beneficiary shall be entitled to receive from the proceeds of the Policy, after repayment of the Net Premiums, an amount (the "Death Benefit") equal to the sum of 24 times the base monthly salary payable by the Company to the Executive in the month preceding the Executive's death (or, if the Executive is retired, in the month prior to the commencement of such retirement) and two times the most recent award, if any, paid to the Executive under any of the Company's lump sum payment programs including the Annual At Risk Compensation Incentive Program (AARCIP). If the Executive has retired (on disability or otherwise) and becomes reemployed by the Company, the latest date of commencement of retirement shall be used for purposes of computing the Death Benefit. If the proceeds of the Policy after repayment of the Net Premiums are inadequate to pay the Death Benefit in full, the Company shall have no obligation for the shortfall. B. The Company shall notify the Insurer of the amount of the Death Benefit within 30 days of the death of the Executive while this Agreement is in force, and the Death Benefit shall be paid to the Beneficiary under the settlement option elected by the Trustee or the Beneficiary. C. After payment of the Death Benefit, the Company shall be entitled to any remaining balance of the proceeds of the Policy, and the Beneficiary, the Trustee and the Executive's estate shall have no further rights in or under this Agreement or the Policy. VII. OTHER COMPANY BENEFITS The Executive shall have no right to participate in any non-contributory group-term life insurance plan maintained by the Company. In other respects, the benefits provided to the Executive under this Agreement and the Policy shall be separate from and in addition to other benefits that may be offered by the Company to the Executive, including any non-contributory accidental death and dismemberment coverage that the Company maintains. VIII. POLICY LOANS While this Agreement is in force, neither the Trustee nor any Assignee shall borrow against or pledge the Policy as security for any debt. IX. ASSIGNMENT OF THE POLICY AND THIS AGREEMENT A. The Policy may not be assigned, transferred, pledged, surrendered or otherwise encumbered or alienated without the written consent of the Company. Any assignee pursuant to this Section and any other successor to the Executive's interest in the Policy (both referred to herein as the "Assignee") shall be bound by this restriction. B. The rights and obligations of this Agreement are personal to the Executive and the Trustee and may not be assigned; provided that one or more successor Trustees may be appointed. X. REPLACEMENT OF THE POLICY The Company shall have the right to replace the Policy with a new policy or policies, with the consent of the Executive and the Trustee, which consent shall not unreasonably be withheld. In the event of such replacement, the Company shall have the right to receive the cash surrender value of any policy being canceled or surrendered. XI. AMENDMENT This Agreement may be altered, amended or modified only by a written Agreement signed by the Company, the Executive and the Trustee (or, if the Policy has been assigned, the Assignee). This Agreement and any amendments hereto shall be binding upon the Company, the Executive and the Trustee and their legal representatives, successors, beneficiaries and assigns. In the event that the Company becomes a party to any merger, consolidation or reorganization, this Agreement shall remain in full force and effect as an obligation of the Company or its successors in interest. XII. DEFINITION OF TERMS A. "Cause" means serious, willful misconduct in respect of the Executive's obligations to the Company that has damaged or is likely to damage the Company, including (without limitation) any endeavor by the Executive, directly or indirectly, to interfere in the business relations of or otherwise harm the Company, as the Company shall reasonably determine. B. "Competition" means any employment, consulting contract or other arrangement, before or after the termination of the Executive's employment with the Company, with any person or entity that is then or becomes engaged in a business enterprise of any sort that is, in any material respect, competitive with the Company, or any assistance by the Executive to any such enterprise in engaging in such competition. XIII. NONINTERFERENCE The Executive and the Trustee covenant that the Executive, the Trustee, any Assignee and the Beneficiary shall not interfere with the Company's rights under this Agreement or take any voluntary action that causes the Policy to fail or lapse, in whole or in part. The Executive, the Trustee, any Assignee and the Beneficiary will cooperate with Company and the Insurer in all respects in obtaining and maintaining the Policy and shall, if necessary, use their best efforts to provide, from time to time, such evidence of insurability as the Insurer may require. XIV. MISCELLANEOUS A. If any part of this Agreement or the application of any part to certain persons or circumstances shall be invalid or unenforceable, the remainder of the Agreement shall continue to be effective. B. This Agreement shall be construed and regulated under the laws of the State of New York. C. The Executive understands that the benefits provided under this Agreement will or may result in taxable income to him, and the Company reserves the right to implement tax withholding respecting such amounts as and when it may deem such withholding appropriate. XV. ERISA PROVISIONS This Agreement constitutes part of a welfare benefit plan ("Welfare Plan") and, as such, the following provisions are part of this Agreement and are intended to meet the requirements of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"): 1. The named fiduciary of the Welfare Plan is the Company. 2. The funding policies under the Welfare Plan are that all premiums on the Policy be remitted to the Insurer by the Company when due, less any amount paid by the Executive or the Assignee, in their sole discretion. 3. Direct payment by the Insurer is the basis of payment of benefits under this Agreement. 4. For claims procedure purposes with respect to claims asserted under the Welfare Plan, the "Claims Manager" shall be Robert J. Dauer, or such other person as may be designated from time to time by the Company. a. If for any reason a claim for benefits is made by a participant under the Welfare Plan ("Claimant") and is denied by the Company, the Claims Manager shall deliver to the Claimant a written explanation specifying the reasons for the denial, the provisions on which such denial is based, such other data as may be pertinent, and the procedures available to the Claimant to obtain review of the claim, all written in a manner calculated to be understood by the Claimant. For this purpose, (i) the claim shall be deemed filed when presented in writing to the Claims Manager; and (ii) the Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed. b. The Claimant shall have 60 days following receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the Claimant or his or her representative may submit pertinent documents and written issues and comments. c. The Claims Manager shall have discretion to decide the issue on review and shall furnish the Claimant with a copy of the decision within 60 days of receiving the Claimant's request for review of the claim. The decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons for the decision, as well as the provisions on which the decision is based. If a copy of the decision is not so furnished to the Claimant within such 60 days, the claim shall be deemed denied on review. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates 17th set opposite their respective signatures, to be effective on the ------ day of September 7 - ------------, 199--. NATIONAL FUEL GAS COMPANY 9/17/97 /s/Bernard J. Kennedy - -------------------------- By: --------------------------------- Date Bernard J. Kennedy Chairman of the Board, President /s/Robert J. Dauer and Chief Executive Officer - -------------------------- Witness EXECUTIVE: August 20, 1997 /s/Philip C. Ackerman - -------------------------- --------------------------------- Date Philip C. Ackerman /s/Janet M. Conrad - -------------------------- Witness TRUSTEE: 9/4/97 /s/David P. Ackerman - -------------------------- --------------------------------- Date David P. Ackerman /s/Michael S. Herman - -------------------------- Witness EX-10 8 AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND DEATH BENEFIT AGREEMENT WHEREAS, National Fuel Gas Company (hereinafter, with any of its subsidiaries, collectively called the "Company"), in recognition of the highly valued services of Richard Hare (hereinafter called the "Executive"), the Executive's importance to the success of the Company, and the need of Executive's family for financial security in the event of Executive's death, has authorized the adoption of a split dollar insurance and death benefit agreement benefiting the Executive; and WHEREAS, the Executive and the Company desire to amend in certain respects and to restate in its entirety the terms of the Split Dollar Death Benefits Agreement between them dated April 1, 1991; and WHEREAS, the Executive has agreed not to participate in any noncontributory group term life insurance program while employed by the Company; and WHEREAS, the Company desires to recover the premiums it pays for the purchase of a life insurance policy or policies for these purposes upon termination of this Agreement. NOW THEREFORE, for mutual consideration, the receipt and adequacy of which the Company and Executive each acknowledge, the Company and Executive agree as follows: I. LIFE INSURANCE The Executive is the owner of a life insurance policy, Policy Number 3484315 (hereinafter, together with any additional or replacement policy and any supplementary contracts issued in connection therewith, called the "Policy") in the face amount of $1,297,401, issued by the Guardian Life Insurance Company of America, of New York, New York (hereafter called the "Insurer"). The Executive (or the Executive's Assignee pursuant to Article IX) shall be the sole owner of the Policy and may exercise all rights and incidents of ownership with respect to the Policy, except as specifically provided in this Agreement. To secure the Company's interest under this Agreement, the Executive has executed a collateral assignment of the Policy to the Company (the "Collateral Assignment"). II. PREMIUMS The Company shall pay the total premiums due on the Policy during the term of this Agreement. Premiums shall be paid directly to the Insurer on or before the due date, extended by any grace period. At the Company's election, Policy dividends may be applied to reduce premiums. Notwithstanding the above, after the Executive reaches age 65 or if the Executive's employment with the Company terminates prior to such age, the Company shall have no further obligation to make premium payments pursuant to this Section II. III. BENEFICIARY The Executive (or the Executive's Assignee) may from time to time while this Agreement is in force, by such written notice to the Insurer as the Insurer may require, designate the beneficiary or beneficiaries (the "Beneficiary") to receive the Death Benefit as provided in this Agreement. IV. TERMINATION OF AGREEMENT A. This agreement shall terminate upon the earliest to occur of the following: a) August 24, 2008 (the Executive's 70th birthday), unless the Company and the Executive agree in writing to a later date; b) mutual agreement of the Company and the Executive prior to such date; c) the Executive's death. B. If the Executive's employment with the Company is terminated for Cause, as hereinafter defined, or if the Executive engages in Competition, as hereinafter defined, with the Company, whether or not the Executive's employment with the Company has been terminated, the Company may terminate this Agreement by written notice to the Executive. In the event of termination under this Subsection B, the Executive shall forfeit all rights under this Agreement and in the Policy. V. REPAYMENT OF PREMIUMS TO THE COMPANY Upon termination of this Agreement, the Company shall be entitled to repayment of the amount of the total premiums paid by the Company to maintain the Policy, less the amount of any distributions therefrom to the Company (including the outstanding balance of any Policy loans to the Company) (the "Net Premiums"). Such repayment may be made in cash or, if this Agreement terminates during the Executive's lifetime, in the form of a paid-up policy having equivalent value, as the Company may elect. If full repayment is not made within 60 days of termination of this Agreement, the Company may enforce its rights under the Collateral Assignment, including (without limitation) recovery from the Insurer out of the proceeds of the Policy or by surrender thereof. Upon receipt of the Net Premiums, the Company shall promptly release the Collateral Assignment. VI. DEATH BENEFIT WHILE AGREEMENT IS IN FORCE A. If this Agreement terminates by reason of the Executive's death, the Beneficiary shall be entitled to receive from the proceeds of the Policy, after repayment of the Net Premiums, an amount (the "Death Benefit") equal to the sum of 24 times the base monthly salary payable by the Company to the Executive in the month preceding the Executive's death (or, if the Executive is retired, in the month prior to the commencement of such retirement) and two times the most recent award, if any, paid to the Executive under any of the Company's lump sum payment programs including the Annual At Risk Compensation Incentive Program (AARCIP). If the Executive has retired (on disability or otherwise) and becomes reemployed by the Company, the latest date of commencement of retirement shall be used for purposes of computing the Death Benefit. If the proceeds of the Policy after repayment of the Net Premiums are inadequate to pay the Death Benefit in full, the Company shall have no obligation for the shortfall. B. The Company shall notify the Insurer of the amount of the Death Benefit within 30 days of the death of the Executive while this Agreement is in force, and the Death Benefit shall be paid to the Beneficiary under the settlement option elected by the Executive, the Executive's Assignee or the Beneficiary. C. After payment of the Death Benefit, the Company shall be entitled to any remaining balance of the proceeds of the Policy, and neither the Beneficiary nor the Executive's estate shall have any further rights in or under this Agreement or the Policy. VII. OTHER COMPANY BENEFITS The Executive shall have no right to participate in any non-contributory group-term life insurance plan maintained by the Company. In other respects, the benefits provided to the Executive under this Agreement and the Policy shall be separate from and in addition to other benefits that may be offered by the Company to the Executive, including any non-contributory accidental death and dismemberment coverage that the Company maintains. VIII. POLICY LOANS While this Agreement is in force, neither the Executive nor any Assignee shall borrow against or pledge the Policy as security for any debt. IX. ASSIGNMENT OF THE POLICY AND THIS AGREEMENT A. The Policy may not be assigned, transferred, pledged, surrendered or otherwise encumbered or alienated without the written consent of the Company. Any assignee pursuant to this Section and any other successor to the Executive's interest in the Policy (both referred to herein as the "Assignee") shall be bound by this restriction. B. The rights and obligations of this Agreement are personal to the Executive and may not be assigned. X. REPLACEMENT OF THE POLICY The Company shall have the right to replace the Policy with a new policy or policies, with the Executive's consent, which consent shall not unreasonably be withheld. In the event of such replacement, the Company shall have the right to receive the cash surrender value of any policy being canceled or surrendered. XI. AMENDMENT This Agreement may be altered, amended or modified only by a written Agreement signed by the Company and the Executive (or, if the Policy has been assigned, the Assignee). This Agreement and any amendments hereto shall be binding upon the Company and the Executive and their legal representatives, successors, beneficiaries and assigns. In the event that the Company becomes a party to any merger, consolidation or reorganization, this Agreement shall remain in full force and effect as an obligation of the Company or its successors in interest. XII. DEFINITION OF TERMS A. "Cause" means serious, willful misconduct in respect of the Executive's obligations to the Company that has damaged or is likely to damage the Company, including (without limitation) any endeavor by the Executive, directly or indirectly, to interfere in the business relations of or otherwise harm the Company, as the Company shall reasonably determine. B. "Competition" means any employment, consulting contract or other arrangement, before or after the termination of the Executive's employment with the Company, with any person or entity that is then or becomes engaged in a business enterprise of any sort that is, in any material respect, competitive with the Company, or any assistance by the Executive to any such enterprise in engaging in such competition. XIII. NONINTERFERENCE The Executive covenants that the Executive, any Assignee and the Beneficiary shall not interfere with the Company's rights under this Agreement or take any voluntary action that causes the Policy to fail or lapse, in whole or in part. The Executive, any Assignee and the Beneficiary will cooperate with Company and the Insurer in all respects in obtaining and maintaining the Policy and shall, if necessary, use their best efforts to provide, from time to time, such evidence of insurability as the Insurer may require. XIV. MISCELLANEOUS A. If any part of this Agreement or the application of any part to certain persons or circumstances shall be invalid or unenforceable, the remainder of the Agreement shall continue to be effective. B. This Agreement shall be construed and regulated under the laws of the State of New York. C. The Executive understands that the benefits provided under this Agreement will or may result in taxable income to him, and the Company reserves the right to implement tax withholding respecting such amounts as and when it may deem such withholding appropriate. XV. ERISA PROVISIONS This Agreement constitutes part of a welfare benefit plan ("Welfare Plan") and, as such, the following provisions are part of this Agreement and are intended to meet the requirements of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"): 1. The named fiduciary of the Welfare Plan is the Company. 2. The funding policies under the Welfare Plan are that all premiums on the Policy be remitted to the Insurer by the Company when due, less any amount paid by the Executive or the Assignee, in their sole discretion. 3. Direct payment by the Insurer is the basis of payment of benefits under this Agreement. 4. For claims procedure purposes with respect to claims asserted under the Welfare Plan, the "Claims Manager" shall be Robert J. Dauer, or such other person as may be designated from time to time by the Company. a. If for any reason a claim for benefits is made by a participant under the Welfare Plan ("Claimant") and is denied by the Company, the Claims Manager shall deliver to the Claimant a written explanation specifying the reasons for the denial, the provisions on which such denial is based, such other data as may be pertinent, and the procedures available to the Claimant to obtain review of the claim, all written in a manner calculated to be understood by the Claimant. For this purpose, (i) the claim shall be deemed filed when presented in writing to the Claims Manager; and (ii) the Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed. b. The Claimant shall have 60 days following receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the Claimant or his or her representative may submit pertinent documents and written issues and comments. c. The Claims Manager shall have discretion to decide the issue on review and shall furnish the Claimant with a copy of the decision within 60 days of receiving the Claimant's request for review of the claim. The decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons for the decision, as well as the provisions on which the decision is based. If a copy of the decision is not so furnished to the Claimant within such 60 days, the claim shall be deemed denied on review. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates 15th set opposite their respective signatures, to be effective on the ------ day of September 7 - ------------, 199--. NATIONAL FUEL GAS COMPANY 9/15/97 - -------------------------- Date /s/Robert J. Dauer /s/Philip C. Ackerman - -------------------------- By: ------------------------------- Witness Philip C. Ackerman Senior Vice President EXECUTIVE: 8/28/97 - -------------------------- Date /s/Robert J. Dauer /s/Richard Hare - -------------------------- ------------------------------- Witness Richard Hare EX-10 9 AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND DEATH BENEFIT AGREEMENT WHEREAS, National Fuel Gas Company (hereinafter, with any of its subsidiaries, collectively called the "Company"), in recognition of the highly valued services of Joseph P. Pawlowski (hereinafter called the "Executive"), the Executive's importance to the success of the Company, and the need of Executive's family for financial security in the event of Executive's death, has authorized the adoption of a split dollar insurance and death benefit agreement benefiting the Executive; and WHEREAS, the Executive and the Company desire to amend in certain respects and to restate in its entirety the terms of the Split Dollar Death Benefits Agreement between them dated October 1, 1991; and WHEREAS, the Executive has agreed not to participate in any noncontributory group term life insurance program while employed by the Company; and WHEREAS, the Company desires to recover the premiums it pays for the purchase of a life insurance policy or policies for these purposes upon termination of this Agreement. NOW THEREFORE, for mutual consideration, the receipt and adequacy of which the Company and Executive each acknowledge, the Company and Executive agree as follows: I. LIFE INSURANCE The Executive is the owner of a life insurance policy, Policy Number 3492788 (hereinafter, together with any additional or replacement policy and any supplementary contracts issued in connection therewith, called the "Policy") in the face amount of $613,998, issued by the Guardian Life Insurance Company of America, of New York, New York (hereafter called the "Insurer"). The Executive (or the Executive's Assignee pursuant to Article IX) shall be the sole owner of the Policy and may exercise all rights and incidents of ownership with respect to the Policy, except as specifically provided in this Agreement. To secure the Company's interest under this Agreement, the Executive has executed a collateral assignment of the Policy to the Company (the "Collateral Assignment"). II. PREMIUMS The Company shall pay the total premiums due on the Policy during the term of this Agreement. Premiums shall be paid directly to the Insurer on or before the due date, extended by any grace period. At the Company's election, Policy dividends may be applied to reduce premiums. Notwithstanding the above, after the Executive reaches age 65 or if the Executive's employment with the Company terminates prior to such age, the Company shall have no further obligation to make premium payments pursuant to this Section II. III. BENEFICIARY The Executive (or the Executive's Assignee) may from time to time while this Agreement is in force, by such written notice to the Insurer as the Insurer may require, designate the beneficiary or beneficiaries (the "Beneficiary") to receive the Death Benefit as provided in this Agreement. IV. TERMINATION OF AGREEMENT A. This agreement shall terminate upon the earliest to occur of the following: a) April 15, 2011 (the Executive's 70th birthday), unless the Company and the Executive agree in writing to a later date; b) mutual agreement of the Company and the Executive prior to such date; c) the Executive's death. B. If the Executive's employment with the Company is terminated for Cause, as hereinafter defined, or if the Executive engages in Competition, as hereinafter defined, with the Company, whether or not the Executive's employment with the Company has been terminated, the Company may terminate this Agreement by written notice to the Executive. In the event of termination under this Subsection B, the Executive shall forfeit all rights under this Agreement and in the Policy. V. REPAYMENT OF PREMIUMS TO THE COMPANY Upon termination of this Agreement, the Company shall be entitled to repayment of the amount of the total premiums paid by the Company to maintain the Policy, less the amount of any distributions therefrom to the Company (including the outstanding balance of any Policy loans to the Company) (the "Net Premiums"). Such repayment may be made in cash or, if this Agreement terminates during the Executive's lifetime, in the form of a paid-up policy having equivalent value, as the Company may elect. If full repayment is not made within 60 days of termination of this Agreement, the Company may enforce its rights under the Collateral Assignment, including (without limitation) recovery from the Insurer out of the proceeds of the Policy or by surrender thereof. Upon receipt of the Net Premiums, the Company shall promptly release the Collateral Assignment. VI. DEATH BENEFIT WHILE AGREEMENT IS IN FORCE A. If this Agreement terminates by reason of the Executive's death, the Beneficiary shall be entitled to receive from the proceeds of the Policy, after repayment of the Net Premiums, an amount (the "Death Benefit") equal to the sum of 24 times the base monthly salary payable by the Company to the Executive in the month preceding the Executive's death (or, if the Executive is retired, in the month prior to the commencement of such retirement) and two times the most recent award, if any, paid to the Executive under any of the Company's lump sum payment programs including the Annual At Risk Compensation Incentive Program (AARCIP). If the Executive has retired (on disability or otherwise) and becomes reemployed by the Company, the latest date of commencement of retirement shall be used for purposes of computing the Death Benefit. If the proceeds of the Policy after repayment of the Net Premiums are inadequate to pay the Death Benefit in full, the Company shall have no obligation for the shortfall. B. The Company shall notify the Insurer of the amount of the Death Benefit within 30 days of the death of the Executive while this Agreement is in force, and the Death Benefit shall be paid to the Beneficiary under the settlement option elected by the Executive, the Executive's Assignee or the Beneficiary. C. After payment of the Death Benefit, the Company shall be entitled to any remaining balance of the proceeds of the Policy, and neither the Beneficiary nor the Executive's estate shall have any further rights in or under this Agreement or the Policy. VII. OTHER COMPANY BENEFITS The Executive shall have no right to participate in any non-contributory group-term life insurance plan maintained by the Company. In other respects, the benefits provided to the Executive under this Agreement and the Policy shall be separate from and in addition to other benefits that may be offered by the Company to the Executive, including any non-contributory accidental death and dismemberment coverage that the Company maintains. VIII. POLICY LOANS While this Agreement is in force, neither the Executive nor any Assignee shall borrow against or pledge the Policy as security for any debt. IX. ASSIGNMENT OF THE POLICY AND THIS AGREEMENT A. The Policy may not be assigned, transferred, pledged, surrendered or otherwise encumbered or alienated without the written consent of the Company. Any assignee pursuant to this Section and any other successor to the Executive's interest in the Policy (both referred to herein as the "Assignee") shall be bound by this restriction. B. The rights and obligations of this Agreement are personal to the Executive and may not be assigned. X. REPLACEMENT OF THE POLICY The Company shall have the right to replace the Policy with a new policy or policies, with the Executive's consent, which consent shall not unreasonably be withheld. In the event of such replacement, the Company shall have the right to receive the cash surrender value of any policy being canceled or surrendered. XI. AMENDMENT This Agreement may be altered, amended or modified only by a written Agreement signed by the Company and the Executive (or, if the Policy has been assigned, the Assignee). This Agreement and any amendments hereto shall be binding upon the Company and the Executive and their legal representatives, successors, beneficiaries and assigns. In the event that the Company becomes a party to any merger, consolidation or reorganization, this Agreement shall remain in full force and effect as an obligation of the Company or its successors in interest. XII. DEFINITION OF TERMS A. "Cause" means serious, willful misconduct in respect of the Executive's obligations to the Company that has damaged or is likely to damage the Company, including (without limitation) any endeavor by the Executive, directly or indirectly, to interfere in the business relations of or otherwise harm the Company, as the Company shall reasonably determine. B. "Competition" means any employment, consulting contract or other arrangement, before or after the termination of the Executive's employment with the Company, with any person or entity that is then or becomes engaged in a business enterprise of any sort that is, in any material respect, competitive with the Company, or any assistance by the Executive to any such enterprise in engaging in such competition. XIII. NONINTERFERENCE The Executive covenants that the Executive, any Assignee and the Beneficiary shall not interfere with the Company's rights under this Agreement or take any voluntary action that causes the Policy to fail or lapse, in whole or in part. The Executive, any Assignee and the Beneficiary will cooperate with Company and the Insurer in all respects in obtaining and maintaining the Policy and shall, if necessary, use their best efforts to provide, from time to time, such evidence of insurability as the Insurer may require. XIV. MISCELLANEOUS A. If any part of this Agreement or the application of any part to certain persons or circumstances shall be invalid or unenforceable, the remainder of the Agreement shall continue to be effective. B. This Agreement shall be construed and regulated under the laws of the State of New York. C. The Executive understands that the benefits provided under this Agreement will or may result in taxable income to him, and the Company reserves the right to implement tax withholding respecting such amounts as and when it may deem such withholding appropriate. XV. ERISA PROVISIONS This Agreement constitutes part of a welfare benefit plan ("Welfare Plan") and, as such, the following provisions are part of this Agreement and are intended to meet the requirements of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"): 1. The named fiduciary of the Welfare Plan is the Company. 2. The funding policies under the Welfare Plan are that all premiums on the Policy be remitted to the Insurer by the Company when due, less any amount paid by the Executive or the Assignee, in their sole discretion. 3. Direct payment by the Insurer is the basis of payment of benefits under this Agreement. 4. For claims procedure purposes with respect to claims asserted under the Welfare Plan, the "Claims Manager" shall be Robert J. Dauer, or such other person as may be designated from time to time by the Company. a. If for any reason a claim for benefits is made by a participant under the Welfare Plan ("Claimant") and is denied by the Company, the Claims Manager shall deliver to the Claimant a written explanation specifying the reasons for the denial, the provisions on which such denial is based, such other data as may be pertinent, and the procedures available to the Claimant to obtain review of the claim, all written in a manner calculated to be understood by the Claimant. For this purpose, (i) the claim shall be deemed filed when presented in writing to the Claims Manager; and (ii) the Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed. b. The Claimant shall have 60 days following receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the Claimant or his or her representative may submit pertinent documents and written issues and comments. c. The Claims Manager shall have discretion to decide the issue on review and shall furnish the Claimant with a copy of the decision within 60 days of receiving the Claimant's request for review of the claim. The decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons for the decision, as well as the provisions on which the decision is based. If a copy of the decision is not so furnished to the Claimant within such 60 days, the claim shall be deemed denied on review. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates 15th set opposite their respective signatures, to be effective on the ------ day of September 7 - ------------, 199--. NATIONAL FUEL GAS COMPANY 9/15/97 - -------------------------- Date /s/Robert J. Dauer /s/Philip C. Ackerman - -------------------------- By: ------------------------------- Witness Philip C. Ackerman Senior Vice President EXECUTIVE: 9/5/97 - -------------------------- Date /s/Robert J. Dauer /s/Joseph P. Pawlowski - -------------------------- ------------------------------- Witness Joseph P. Pawlowski EX-10 10 AMENDED AND RESTATED SPLIT DOLLAR INSURANCE AND DEATH BENEFIT AGREEMENT WHEREAS, National Fuel Gas Company (hereinafter, with any of its subsidiaries, collectively called the "Company"), in recognition of the highly valued services of Gerald T. Wehrlin (hereinafter called the "Executive"), the Executive's importance to the success of the Company, and the need of Executive's family for financial security in the event of Executive's death, has authorized the adoption of a split dollar insurance and death benefit agreement benefiting the Executive; and WHEREAS, the Executive and the Company desire to amend in certain respects and to restate in its entirety the terms of the Split Dollar Death Benefits Agreement between them dated April 1, 1991; and WHEREAS, the Executive has agreed not to participate in any noncontributory group term life insurance program while employed by the Company; and WHEREAS, the Company desires to recover the premiums it pays for the purchase of a life insurance policy or policies for these purposes upon termination of this Agreement. NOW THEREFORE, for mutual consideration, the receipt and adequacy of which the Company and Executive each acknowledge, the Company and Executive agree as follows: I. LIFE INSURANCE The Executive is the owner of a life insurance policy, Policy Number 3485474 (hereinafter, together with any additional or replacement policy and any supplementary contracts issued in connection therewith, called the "Policy") in the face amount of $711,529, issued by the Guardian Life Insurance Company of America, of New York, New York (hereafter called the "Insurer"). The Executive (or the Executive's Assignee pursuant to Article IX) shall be the sole owner of the Policy and may exercise all rights and incidents of ownership with respect to the Policy, except as specifically provided in this Agreement. To secure the Company's interest under this Agreement, the Executive has executed a collateral assignment of the Policy to the Company (the "Collateral Assignment"). II. PREMIUMS The Company shall pay the total premiums due on the Policy during the term of this Agreement. Premiums shall be paid directly to the Insurer on or before the due date, extended by any grace period. At the Company's election, Policy dividends may be applied to reduce premiums. Notwithstanding the above, after the Executive reaches age 65 or if the Executive's employment with the Company terminates prior to such age, the Company shall have no further obligation to make premium payments pursuant to this Section II. III. BENEFICIARY The Executive (or the Executive's Assignee) may from time to time while this Agreement is in force, by such written notice to the Insurer as the Insurer may require, designate the beneficiary or beneficiaries (the "Beneficiary") to receive the Death Benefit as provided in this Agreement. IV. TERMINATION OF AGREEMENT A. This agreement shall terminate upon the earliest to occur of the following: a) January 1, 2008 (the Executive's 70th birthday), unless the Company and the Executive agree in writing to a later date; b) mutual agreement of the Company and the Executive prior to such date; c) the Executive's death. B. If the Executive's employment with the Company is terminated for Cause, as hereinafter defined, or if the Executive engages in Competition, as hereinafter defined, with the Company, whether or not the Executive's employment with the Company has been terminated, the Company may terminate this Agreement by written notice to the Executive. In the event of termination under this Subsection B, the Executive shall forfeit all rights under this Agreement and in the Policy. V. REPAYMENT OF PREMIUMS TO THE COMPANY Upon termination of this Agreement, the Company shall be entitled to repayment of the amount of the total premiums paid by the Company to maintain the Policy, less the amount of any distributions therefrom to the Company (including the outstanding balance of any Policy loans to the Company) (the "Net Premiums"). Such repayment may be made in cash or, if this Agreement terminates during the Executive's lifetime, in the form of a paid-up policy having equivalent value, as the Company may elect. If full repayment is not made within 60 days of termination of this Agreement, the Company may enforce its rights under the Collateral Assignment, including (without limitation) recovery from the Insurer out of the proceeds of the Policy or by surrender thereof. Upon receipt of the Net Premiums, the Company shall promptly release the Collateral Assignment. VI. DEATH BENEFIT WHILE AGREEMENT IS IN FORCE A. If this Agreement terminates by reason of the Executive's death, the Beneficiary shall be entitled to receive from the proceeds of the Policy, after repayment of the Net Premiums, an amount (the "Death Benefit") equal to the sum of 24 times the base monthly salary payable by the Company to the Executive in the month preceding the Executive's death (or, if the Executive is retired, in the month prior to the commencement of such retirement) and two times the most recent award, if any, paid to the Executive under any of the Company's lump sum payment programs including the Annual At Risk Compensation Incentive Program (AARCIP). If the Executive has retired (on disability or otherwise) and becomes reemployed by the Company, the latest date of commencement of retirement shall be used for purposes of computing the Death Benefit. If the proceeds of the Policy after repayment of the Net Premiums are inadequate to pay the Death Benefit in full, the Company shall have no obligation for the shortfall. B. The Company shall notify the Insurer of the amount of the Death Benefit within 30 days of the death of the Executive while this Agreement is in force, and the Death Benefit shall be paid to the Beneficiary under the settlement option elected by the Executive, the Executive's Assignee or the Beneficiary. C. After payment of the Death Benefit, the Company shall be entitled to any remaining balance of the proceeds of the Policy, and neither the Beneficiary nor the Executive's estate shall have any further rights in or under this Agreement or the Policy. VII. OTHER COMPANY BENEFITS The Executive shall have no right to participate in any non-contributory group-term life insurance plan maintained by the Company. In other respects, the benefits provided to the Executive under this Agreement and the Policy shall be separate from and in addition to other benefits that may be offered by the Company to the Executive, including any non-contributory accidental death and dismemberment coverage that the Company maintains. VIII. POLICY LOANS While this Agreement is in force, neither the Executive nor any Assignee shall borrow against or pledge the Policy as security for any debt. IX. ASSIGNMENT OF THE POLICY AND THIS AGREEMENT A. The Policy may not be assigned, transferred, pledged, surrendered or otherwise encumbered or alienated without the written consent of the Company. Any assignee pursuant to this Section and any other successor to the Executive's interest in the Policy (both referred to herein as the "Assignee") shall be bound by this restriction. B. The rights and obligations of this Agreement are personal to the Executive and may not be assigned. X. REPLACEMENT OF THE POLICY The Company shall have the right to replace the Policy with a new policy or policies, with the Executive's consent, which consent shall not unreasonably be withheld. In the event of such replacement, the Company shall have the right to receive the cash surrender value of any policy being canceled or surrendered. XI. AMENDMENT This Agreement may be altered, amended or modified only by a written Agreement signed by the Company and the Executive (or, if the Policy has been assigned, the Assignee). This Agreement and any amendments hereto shall be binding upon the Company and the Executive and their legal representatives, successors, beneficiaries and assigns. In the event that the Company becomes a party to any merger, consolidation or reorganization, this Agreement shall remain in full force and effect as an obligation of the Company or its successors in interest. XII. DEFINITION OF TERMS A. "Cause" means serious, willful misconduct in respect of the Executive's obligations to the Company that has damaged or is likely to damage the Company, including (without limitation) any endeavor by the Executive, directly or indirectly, to interfere in the business relations of or otherwise harm the Company, as the Company shall reasonably determine. B. "Competition" means any employment, consulting contract or other arrangement, before or after the termination of the Executive's employment with the Company, with any person or entity that is then or becomes engaged in a business enterprise of any sort that is, in any material respect, competitive with the Company, or any assistance by the Executive to any such enterprise in engaging in such competition. XIII. NONINTERFERENCE The Executive covenants that the Executive, any Assignee and the Beneficiary shall not interfere with the Company's rights under this Agreement or take any voluntary action that causes the Policy to fail or lapse, in whole or in part. The Executive, any Assignee and the Beneficiary will cooperate with Company and the Insurer in all respects in obtaining and maintaining the Policy and shall, if necessary, use their best efforts to provide, from time to time, such evidence of insurability as the Insurer may require. XIV. MISCELLANEOUS A. If any part of this Agreement or the application of any part to certain persons or circumstances shall be invalid or unenforceable, the remainder of the Agreement shall continue to be effective. B. This Agreement shall be construed and regulated under the laws of the State of New York. C. The Executive understands that the benefits provided under this Agreement will or may result in taxable income to him, and the Company reserves the right to implement tax withholding respecting such amounts as and when it may deem such withholding appropriate. XV. ERISA PROVISIONS This Agreement constitutes part of a welfare benefit plan ("Welfare Plan") and, as such, the following provisions are part of this Agreement and are intended to meet the requirements of Title I of the Employee Retirement Income Security Act of 1974 ("ERISA"): 1. The named fiduciary of the Welfare Plan is the Company. 2. The funding policies under the Welfare Plan are that all premiums on the Policy be remitted to the Insurer by the Company when due, less any amount paid by the Executive or the Assignee, in their sole discretion. 3. Direct payment by the Insurer is the basis of payment of benefits under this Agreement. 4. For claims procedure purposes with respect to claims asserted under the Welfare Plan, the "Claims Manager" shall be Robert J. Dauer, or such other person as may be designated from time to time by the Company. a. If for any reason a claim for benefits is made by a participant under the Welfare Plan ("Claimant") and is denied by the Company, the Claims Manager shall deliver to the Claimant a written explanation specifying the reasons for the denial, the provisions on which such denial is based, such other data as may be pertinent, and the procedures available to the Claimant to obtain review of the claim, all written in a manner calculated to be understood by the Claimant. For this purpose, (i) the claim shall be deemed filed when presented in writing to the Claims Manager; and (ii) the Claims Manager's explanation shall be in writing delivered to the Claimant within 90 days of the date the claim is filed. b. The Claimant shall have 60 days following receipt of the denial of the claim to file with the Claims Manager a written request for review of the denial. For such review, the Claimant or his or her representative may submit pertinent documents and written issues and comments. c. The Claims Manager shall have discretion to decide the issue on review and shall furnish the Claimant with a copy of the decision within 60 days of receiving the Claimant's request for review of the claim. The decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons for the decision, as well as the provisions on which the decision is based. If a copy of the decision is not so furnished to the Claimant within such 60 days, the claim shall be deemed denied on review. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates 15th set opposite their respective signatures, to be effective on the ------ day of September 7 - ------------, 199--. NATIONAL FUEL GAS COMPANY 9/15/97 - -------------------------- Date /s/Robert J. Dauer /s/Philip C. Ackerman - -------------------------- By: ------------------------------- Witness Philip C. Ackerman Senior Vice President EXECUTIVE: 9-3-97 - -------------------------- Date /s/Clarice G. Kern /s/Gerald T. Wehrlin - -------------------------- ------------------------------- Witness Gerald T. Wehrlin EX-10 11 AMENDMENTS TO NATIONAL FUEL GAS COMPANY AND PARTICIPATING SUBSIDIARIES EXECUTIVE RETIREMENT PLAN I, the undersigned, being duly authorized and empowered by resolutions adopted by the National Fuel Gas Company Board of Directors on February 20, and June 19, 1997, do hereby amend the National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan ("Plan"), effective October 1, 1996 (except as otherwise indicated), as follows: 1. Section 2.9 of the Plan shall be amended and restated to read as follows: "Company means National Fuel Gas Company and each of the ------- following subsidiaries, which participate in the Plan: National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation and National Fuel Resources, Inc., each of which has adopted or has indicated that it will adopt the Plan." This amendment shall be effective January 1, 1996 (with respect to the addition of National Fuel Resources Inc.), and otherwise shall be effective today. 2. The first paragraph of Section 2.12 of the Plan shall be amended and restated to read as follows: "Final Average Pay shall mean an amount equal to the average ------------------- of the Annual Cash Compensation payable by a Company or Companies to a Member for the 60 consecutive month period during the 120 consecutive month period immediately preceding the date the Member retires (or in the event of a Change in Control, terminates employment), which produces the highest average. The Member's Annual Cash Compensation shall include the Member's base salary, whether or not the receipt of a portion thereof has been deferred, plus the Member's compensation (whether or not the receipt of all or a portion thereof has been deferred) under National Fuel Gas Company's short-term annual incentive program, known as the Annual At Risk Compensation Incentive Program (AARCIP") or any successor program thereto, when paid or deferred, plus the Member's other performance-related lump sum compensation (excluding any tuition or expense reimbursements, moving expense reimbursements, lump sum payments for eligible unused vacation, award payments for suggestions and/or certain incentives, severance payments or any other non-performance based lump sum payments), when paid or deferred. The Member's Annual Cash Compensation shall also exclude all commissions, and all stock, option, or SAR awards." 3. The remaining paragraphs of Section 2.12 of the Plan shall be amended to add "(or other performance-related lump sum compensation)" after the acronym "AARCIP," wherever such acronym appears. 4. Section 5.4 of the Plan shall be amended to add ", or other performance-related lump sum compensation," after the acronym "AARCIP." /s/B. J. Kennedy September 18, 1997 ------------------------------------- B. J. Kennedy Chief Executive Officer, President, and Chairman of the Board of Directors erpam997.doc EX-10 12 February 20, 1997 Mr. Mann next stated that the Compensation Committee had concluded that, in light of Mr. Kennedy's continuation of service as an executive of the Company beyond his 65th birthday, it would be appropriate to provide recompense to him for the possibly adverse retirement benefit-related consequences of such extended service. In other words, the Compensation Committee recommends that the Board adopt resolutions to accomplish the following three things with respect to the benefits that Mr. Kennedy or his wife shall receive directly or indirectly from the Company, i.e., under the National Fuel Gas Company and Participating Subsidiaries' Executive Retirement Plan ("ERP"), the National Fuel Gas Company Retirement Plan ("RP"), and otherwise. The first two resolutions would provide that Mrs. Kennedy shall not be prejudiced should Mr. Kennedy die while employed by the Company. Currently, if Mr. Kennedy died while employed by the Company, Mrs. Kennedy's RP and ERP benefits together would equal 50% of Total Benefit Base (as that term is defined in the ERP) minus a Social Security offset. On the other hand, if Mr. Kennedy had already retired before he died, he could have selected a 100 percent joint and survivor annuity, under both plans, or a 100% joint and survivor annuity under the RP and a lump sum benefit under the ERP. The difference to Mrs. Kennedy would be substantial. Therefore, if Mr. Kennedy should subsequently die while employed by the Company, Company-provided retirement benefits to Mrs. Kennedy should be computed based on the assumption that Mr. Kennedy had retired on the first of the month most recently preceding his death. Mrs. Kennedy would then be permitted to choose to receive (i) a total retirement benefit from all sources (RP and otherwise) equivalent to what she would have received had Mr. Kennedy then chosen a 100% joint and survivor annuity with respect to his benefit base under the ERP plus RP, with herself as survivor, and then died, or (ii) a total retirement benefit from all Company sources equal to the lump sum equivalent of the portion of such benefit that was not to be provided under the RP, as determined under the provisions of the ERP, plus an amount equivalent to what she could have received under the RP had her benefits been paid in the form of a 100% joint and survivor annuity thereunder. The next two resolutions would provide for an actuarial increase respecting the total retirement benefits that Mr. Kennedy would have obtained had he retired on September 1, 1996. This is appropriate as his delayed retirement effectuates a reduction in the time period during which he will receive those benefits. His retirement benefit increments earned after that date would not be actuarially increased for late retirement. This actuarial increase would benefit Mrs. Kennedy as well, if Mr. Kennedy should die while employed by the Company. The next resolution would eliminate the ERP's Social Security offset, once Mr. Kennedy retires, until the earliest of his death, attainment of age 70, or his actual commencement of receipt of Social Security benefits. This is appropriate because current expectations are that Mr. Kennedy will not actually receive any Social Security benefits until he reaches age 70, due to the operation of the Social Security earnings limit, in light of his anticipated continued service on this Board of Directors, and in light of his other anticipated earnings. WHEREUPON, upon motion duly made by Mr. Mann, and seconded by Mr. Schofield, the following resolutions were unanimously adopted, except that Mr. Kennedy abstained from the discussion and voting with respect thereto: RESOLVED: That the Company shall, through the plans described below and otherwise, pay retirement benefits to Mrs. Bernard J. Kennedy if Mr. Kennedy should die while employed with the Company, based upon the assumption that Mr. Kennedy had instead retired on the most recently preceding first of the month. She shall have two choices in receiving survivors benefits under all Company retirement programs: (i) receipt of an amount equivalent to what she would have received under the National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan ("ERP") and the National Fuel Gas Company Retirement Plan ("RP") had Mr. Kennedy retired, selected a 100% joint and survivor annuity with herself as survivor, and then died, or (ii)receipt of an amount equivalent to what she would have received under the ERP had Mr. Kennedy retired, chosen a lump sum form of benefit with respect to all amounts that he could have received under the ERP and then had given such amounts to her, plus an amount equivalent to what she could have received under the RP had Mr. Kennedy retired, selected a 100% joint and survivor annuity with herself as survivor, and then died; and it is FURTHER RESOLVED: That the amounts determined pursuant to the above ---------------- the above resolution shall be paid from the RP to the extent possible consistent with its then-existing terms, and otherwise shall be paid pursuant to the terms of the ERP, or the above resolution, but always consistent with the principle that Mrs. Kennedy shall not be prejudiced (or rewarded) by virtue of Mr. Kennedy's death while employed, in comparison to the 100% joint and survivor annuity with herself as survivor, or lump sum benefits, (as the case may be) that Mr. Kennedy could have selected had he retired as of the first of the month before his death; and it is FURTHER RESOLVED: That, upon his retirement (or, in the event of ---------------- his death while employed by the Company, for the benefit of his wife), Mr. Kennedy shall receive an actuarial increase (which shall be computed based upon the most recently published actuarial table that is generally accepted by American actuaries and reasonably applicable to the ERP and RP, and a 6% per annum rate of interest) in the benefits that he had accrued under the ERP and RP at September 1, 1996, to reflect his late retirement (i.e., his retirement after September 1, 1996), because such late retirement reduces the period of time over which his retirement benefits will actually be paid; and it is FURTHER RESOLVED: That said actuarially increased benefits shall ---------------- be paid in the same form as the benefits to be paid pursuant to the ERP; and it is FURTHER RESOLVED: That Mr. Kennedy's benefits under the KRP ---------------- (but not any survivor benefits thereunder) shall be temporarily modified so that they shall not reflect any Social Security-related offset thereunder, until the earliest of his death, attainment of age 70 (or such other age at which the Social Security "earnings limit" ceases to apply) or his commencement of receipt of Social Security benefits; and it is FURTHER RESOLVED: That the above resolutions shall have effect ---------------- notwithstanding any lesser benefits or contrary provisions set forth in the ERP and the RP; and it is FURTHER RESOLVED: That the Chairman of the Compensation Committee ---------------- of the Board of Directors and the officers of the Company are hereby authorized and empowered to enter into memoranda and agreements on behalf of the Company and to take such other actions and execute such other documents as may be necessary or appropriate to effectuate the purposes and intents of the foregoing resolutions. EX-10 13 March 20, 1997 Mr. Kennedy then stated that the resolutions adopted by the Board of Directors in September 1996, concerning the Board's Retainer Policy for Non-Employee Directors, provide for the issuance of stock certificates. However, New Jersey corporate law also permits the Company to issue noncertificated shares, which reduce costs and simplify record keeping. He therefore suggested that the aforesaid resolutions (including the implementing By-Law amendments) concerning this matter should be amended to permit the use of noncertificated shares. Thereupon, upon motion duly made by Mr. Mann, and seconded by Mr. Kahl, the following resolutions were unanimously adopted: RESOLVED: That the shares issued pursuant to the Board's -------- Retainer Policy for Non-Employee Directors may be noncertificated shares, if the affected directors so prefer, in which case the legend thereon (as required by a resolution adopted by this Board in September, 1996) shall be reflected in the written notices required by law to be issued in lieu of such certificates; and it is FURTHER RESOLVED: That, effective January 1, 1997, Article II, ---------------- Paragraph 9A of the By-Laws of the Company be amended to read as follows: A. Except with respect to directors whose service as such ceases on or before February 20, 1997, who will continue to receive the previously-effective Director compensation until such time, each Director who is not a regular full-time employee of the Corporation or one or more of its subsidiaries, shall be paid an annual fee of $12,000 in cash and 400 shares of the common stock of the Corporation, payable in equal quarterly increments, in advance (i.e., as of the first business day of the quarter). There will be proration of payments during quarters in which such Director has only partial service. Each such share of stock of the Corporation will be nontransferable until the later of two years from its issuance or six months after such Director's cessation of service. EX-12 14 EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES UNAUDITED Fiscal Year Ended September 30 --------------------------------------------- 1997 1996 1995 1994 1993 --------------------------------------------- EARNINGS: Income Before Interest Charges (2) $169,783 $159,599 $128,061 $127,885 $125,742 Allowance for Borrowed Funds Used in Construction 346 205 195 209 174 Federal Income Tax 57,807 55,148 30,522 36,630 21,148 State Income Tax 7,067 7,266 4,905 6,309 2,979 Deferred Inc. Taxes - Net (3) 3,800 3,907 8,452 4,853 16,919 Investment Tax Credit - Net (665) (665) (672) (682) (693) Rentals (1) 5,328 5,640 5,422 5,730 5,621 --------------------------------------------- $243,466 $231,100 $176,885 $180,934 $171,890 ============================================= FIXED CHARGES: Interest & Amortization of Premium and Discount of Funded Debt $42,131 $40,872 $40,896 $36,699 $38,507 Interest on Commercial Paper and Short-Term Notes Payable 8,808 7,872 6,745 5,599 7,465 Other Interest (2) 4,502 6,389 4,721 3,361 4,727 Rentals (1) 5,328 5,640 5,422 5,730 5,621 --------------------------------------------- $60,769 $60,773 $57,784 $51,389 $56,320 ============================================= RATIO OF EARNINGS TO FIXED CHARGES 4.01 3.80 3.06 3.52 3.05
Notes: (1) Rentals shown above represent the portion of all rentals (other than delay rentals) deemed representative of the interest factor. (2) Fiscal 1997, 1996, 1995, 1994 and 1993 reflect the reclassification of $1,716, $1,716, $1,716, $1,674 and $1,374, respectively, representing the loss on reacquired debt amortized during each period, from Other Interest Charges to Operation Expense. (3) Deferred Income Taxes - Net for fiscal 1994 excludes the cumulative effect of changes in accounting. EX-13 15 Letter to shareholders Our pledge to you in last year's annual report was that we would "continue to focus our energies not only on increasing the size of your Company, but also on enhancing its value per share." Fulfilling this pledge... ...We are pleased to report earnings this year* of $3.01 per share, up from last year's $2.78 per share. The total market value of Company stock rose by approximately $288 million, and the market price per share increased $7.25 per share to $44.00 at September 30, 1997, a 19.7% increase over the market price at September 30, 1996. At the time of this writing, the market price of your Company stock has increased even further to $44.75 per share. The essence of this Annual Report is that this year was a great one for your Company, that last year was a great year as well, and that we are positioned for more great years in the future.1 The excellent earnings and promising prospects for future growth enabled your Company to declare a dividend increase in June of $.06, to $1.74 per share on an annual basis. Our dividend record now stands at 27 years of consecutive increases and 95 years of uninterrupted payments. The total shareholder return (with dividends reinvested) for 1997 was 24.6%. This year's record earnings result from the combined efforts of all the employees of National Fuel. As we have reduced the number of employees by 28% over the last five years, the remaining employees have worked harder and smarter to fill the gaps left by departures and have focused their energies and talents to provide superb performance and service to our customers and our shareholders. In particular, their effort resulted in earnings increases in the Company's two regulated business segments: Pipeline and Storage and the Utility. The Exploration and Production segment again made a substantial contribution to the Company's earnings, but its results were down from last year's due mainly to the high demand for, and resulting scarcity of, drilling rigs which prevented us from taking advantage of all the opportunities we wanted to pursue in 1997. Pipeline and Storage The Pipeline and Storage segment's pre-tax operating income increased to $73.5 million. This increase was the result of adding 33 new firm transportation or storage contracts, up by 24% from last year and because of higher revenues from unbundled pipeline gas sales. Expansion We continue to pursue two fundamental strategies for expanding the Pipeline and Storage segment's business. (1) We have been exploiting our location between Canada and the energy-hungry East Coast markets for well over a decade. In our most recent series of projects, we offered to construct a major expansion of our system from the Canadian border at Niagara Falls, New York to the Leidy, Pennsylvania market hub that supplies the East Coast, especially the expanding mid-Atlantic and south Atlantic markets. The pipeline would be expanded in phases and placed into service in 1997, 1998 and 1999. We received Federal Energy Regulatory Commission (FERC) approval for, and placed into service in November 1997, an expansion to accommodate a firm shipper of 25,000 Dth/day, and filed in November 1997 another application to provide firm, winter-only, transportation of 23,000 Dth/day for another shipper commencing November 1998. We will also file at the FERC for authorization to construct another expansion to be in service November 1999 for up to 400,000 Dth/day, if the market develops and potential shippers are willing to commit for capacity using this route.1 Taking a new approach to bringing gas from Canada to the East Coast, in September 1997, the Pipeline and Storage segment entered into agreements which will result in our joining Independence Pipeline Company (Independence) as an equal partner with subsidiaries of The Coastal Corporation, The Williams Companies Inc., and possibly one or more other partners. Independence plans to construct 370 miles of interstate natural gas pipeline from Defiance, Ohio to Leidy, Pennsylvania, along with three compressor stations.1 Independence plans to project finance 70% of the construction cost, and to receive capital contributions from the partners for the remaining 30%.1 The Independence pipeline will provide, for the first time, a critical link in the path for about 900,000 Dth/day of gas to move from the Chicago area to the East Coast. The gas at Chicago could originate from Canadian sources or from the mid-continent supply areas of the United States. From Leidy, gas can readily move into New York City and the expanding markets of the mid-Atlantic and south Atlantic regions. Independence filed a FERC application in March 1997, requesting an order which would enable the Independence pipeline to be in service by November 1999. Binding agreements have been executed with two shippers for more than 60% of the capacity of the project. One of those shippers is DirectLink Gas Marketing Company (DirectLink), a gas marketing company formed by affiliates of the sponsors of the Independence project, including a National Fuel subsidiary as an equal partner. DirectLink subscribed for about 500,000 Dth/day of firm transportation on the Independence pipeline, plus equivalent firm transportation on an ANR Pipeline Company expansion project (SupplyLink) to move gas from Chicago to the beginning of Independence's system at Defiance. DirectLink is considering subscribing for capacity on MarketLink, an expansion project of Transcontinental Gas Pipe Line from Leidy to the New York City area.1 (2) In 1996 our Pipeline and Storage segment took its first step to expand into new geographic areas through acquisitions and joint ventures.1 Our Green Canyon project will be a 50/50 collaboration between the Pipeline and Storage segment and subsidiaries of El Paso Energy Corporation. Together, we plan to construct and operate gathering and transmission lines in the Gulf of Mexico (the Gulf) and an onshore processing plant in Louisiana. Originally planned to go into service in late 1997, we are putting off the preparation and filing of the FERC application to construct this project until after shippers indicate their intent to utilize the facilities. The severely limited availability of drilling rigs experienced by all of the operators in the Gulf in the current environment is causing delay and uncertainty among the producers who are the prospective shippers on this project. We continue to believe that this project will be the best way to access certain reserves in the Gulf, but will minimize our expenditures until the time is right. Our current plans call for placing the project in service in the year 2000 if we have committed shippers and regulatory approvals.1 New Technology In September 1997, the Pipeline and Storage segment finished drilling the first horizontal well in a western New York underground natural gas storage field, where the pay zone is only 8-10 feet thick. Other companies, including our Exploration and Production segment, have used horizontal wells to dramatically increase deliverability per well in tight sands formations in other parts of the country. At this writing, work on the well and the connecting well line has not been completed, so we do not know exactly how much the new well will increase deliverability. However, because the length of the well that has contact with stored gas has been increased dramatically to over 2,000 feet, the time it takes to both fill and withdraw the stored gas should be significantly reduced.1 More rapid deliverability commands a premium price for storage service. If proved successful, this technology could well be used in some of the 34 other storage fields we own to increase the overall deliverability and flexibility of National Fuel's storage fields.1 The increased deliverability would provide exciting new opportunities to meet multiple markets' peak gas demand requirements and therefore, additional opportunities for revenue growth.1 Other Matters Our Supply Corporation was successful in its last rate case in settling many thorny issues and in creating a platform for building future successes. While rate cases have never been popular, in the past regular filings for rate increases were unavoidable. We believe that now, with low inflation and some reasonable revenue growth, rate cases can be avoided. This will require attention to cost control but we are confident of our abilities in that area.1 Among other efforts at cost containment is our focus on payroll. At the end of 1997 there were 442 full time equivalent employees in the Pipeline and Storage segment, down 13.5% from 511 at the end of 1996 (due primarily to an early retirement offer in 1996). Utility The Utility segment's 1997 pre-tax operating income increased by $8.6 million, to $123.9 million. The driving factor in this 7.5% increase was the reduction of operation and maintenance (O&M) expenses by 7%. While the largest part of the savings came from reductions in manpower through an early retirement offer, the cost of which was booked in 1996, all areas of expense came under scrutiny, particularly general administrative and overhead type costs. The Utility segment also benefited from a two-year rate settlement in New York, reached in July 1996. Pursuant to the settlement, rates increased 1.1% or $7.2 million on October 1, 1996 and again by $7.2 million on October 1, 1997. If actual earnings exceed a 12% return on equity for the period October 1, 1995 through September 30, 1998, 50% of the excess is to be shared with the ratepayers. In 1997 the Utility recorded a $3 million refund liability for the estimated sharing through September 30, 1997. The Utility segment does not currently plan to file for a rate increase in New York for 1999.1 In Pennsylvania, the Utility segment has not filed for a general rate increase since settling a rate case that went into effect at the beginning of 1996. The Utility segment does not currently plan to file for any rate increase in Pennsylvania for 1998 or 1999.1 In both our service areas and across the nation, legislatures and regulators are requiring that independent gas marketers gain increased access to the gas sales markets served by utilities. Utilities are being required to unbundle their sales services from their transportation services, enabling other entities to sell gas (i.e. the merchant function) to retail customers who would purchase only transportation service (and not the gas itself) from the utility. In New York state, the Public Service Commission Staff has issued a report which envisions the state's local distribution companies exiting the merchant function over a five year period. The gas restructuring bill in Pennsylvania lost its momentum during the course of this past year. A collaborative effort proposed for early October 1997 is being organized in December. While some legislative activity is taking place, the state's gas utilities are increasingly opening their systems to transportation and the need for legislation is diminishing rapidly.1 We are constantly evaluating issues such as upstream capacity, obligation to serve, system reliability and rate design, with an eye toward minimizing any stranded or transition costs as we go forward with the removal of the utility from the regulated gas sales function.1 In this time of change, there are many unknowns involving, for instance, ultimate responsibility for supplier of last resort, meter reading, billing, and collections. However, it is clear that the final winner is most likely to be the most efficient, lowest cost provider, and our utility is striving to put itself in that position.1 We have broken the mold of annual rate cases. We have no cases pending in either New York or Pennsylvania and we have no current plans to file a case.1 Instead of annual rate increases, we are aggressively controlling costs. This includes labor reductions through early retirement offers. At year-end 1997, the Utility segment had 1,875 full time equivalent employees, down 12.1% from year-end 1996, and customers per employee increased from 343 at the end of last year to 390 at the end of 1997. The Utility segment's O&M expense as a whole (including labor) was down by $14.0 million in 1997, with reductions in almost every area of expense. In addition, the Utility segment is implementing a superior contractor administration program, which is intended to minimize the cost per foot of pipe installed, while maximizing the replacement of old, high-maintenance steel pipe with long-life, low-maintenance plastic pipe. It is also important to continue offering innovative, reliable, user-friendly customer service.1 In New York, we began offering a Fixed Price Option to sales customers who wish to lock in their price of gas during the winter months. This offers stability to customers who do not wish to have the risk (and benefit) of the often volatile nature of winter gas prices. In our pending Erie County New York Office of Temporary and Disability Assistance Project (formerly Department of Social Services) we will transport gas for the County and let the County, through a selected aggregator, provide gas directly to customers on public assistance. This will reduce the cost of providing energy to these customers and, therefore, taxpayer expense, while at the same time reducing our administrative burden in billing and collecting from hundreds of individual customers.1 In Pennsylvania, we began the Energy Select Pilot Program in the greater Sharon area, where for 18 months beginning October 1, 1997, the customers must buy their gas from a gas merchant other than the Utility. The Utility will continue to transport gas to these customers and to receive its profit margin on this service. The Utility segment is approximately 50% of your Company's assets and net income. It is presently a stable, solid foundation for our other activities and because of its already high market share and constrained geographic area, we do not expect it to grow as rapidly as the other segments of the Company.1 Exploration and Production The Exploration and Production segment's pre-tax operating income was $42.7 million in 1997, down $3.7 million or 8% from the prior year's record results. One of the principal contributors to the decline was the substantial increase in the number of active drillers seeking opportunities in the Gulf in 1997. This resulted in dramatic increases in the costs of operating offshore, and brought a scarcity in available drilling rigs which caused delays in our drilling program and production. To some extent, we have remedied this problem. At year end, we had three rigs drilling onshore and one offshore and expect to keep at least one rig running offshore throughout 1998.1 We anticipate drilling more wells in total in 1998 than in 1997.1 At year end we had six successful gas wells awaiting completion, pending delivery of three offshore platforms which have been ordered. Production and Pricing Despite our early difficulties in getting drilling rigs, total production volumes increased slightly to 50.0 Bcf equivalent from 49.2 Bcf equivalent last year. The Gulf division led the increase with a 17.5% increase in oil production, thanks to the first full year of production, from our discovery at Vermilion Block 252. Overall, oil production increased to 1.9 million barrels from 1.7 million barrels the year before. Both our Gulf and West divisions increased their gas production, but these increases were offset by the production lost from the sale of more than 200 of our nonstrategic Appalachian wells. Overall, our natural gas production decreased only slightly from 38.8 Bcf to 38.6 Bcf. Weighted average prices for natural gas rose $.25 to $2.60 per Mcf from the 1996 level of $2.35 per Mcf. Weighted average oil prices rose $1.13 per barrel to $20.63 per barrel. The higher prices for both oil and gas caused an increase in hedging costs for the year. This cost for 1997 was $21.5 million, compared to a 1996 hedging cost of $11.8 million. Our basic policy is to hedge approximately 60% of our anticipated production. Operating Efficiency In 1997, we participated in the drilling of 27 gross wells. We were successful on 10 of 16 wells offshore and 6 of 11 wells onshore, for an overall success rate of 59%. The decrease from our 1996 success rate of 71% is a reflection of our shift in exploration philosophy from small low-risk plays to exploration prospects that have larger reserves but are slightly riskier. Because our production did not increase as much as we expected, our unit costs rose slightly. General and Administrative costs of $.15 per Mcf equivalent increased from $.12 per Mcf equivalent in 1996 and our lifting costs increased to $.35 per Mcf equivalent from $.31 per Mcf equivalent in 1996. Both figures remain below our peer group averages of $.20 and $.59 respectively. Reserve Replacement Overall, extensions and discoveries added 50.1 Bcf equivalent to reserves in 1997, almost exactly the amount of our 1997 production. However, after factoring in purchases and revisions, our reserve replacement rate fell to 68%. The largest revision of the year was in oil reserves offshore where a two-block complex in 320 feet of water proved to be uneconomic after further drilling in 1997. This required a downward revision of over 5 million barrels of oil. Capital spending on seismic data and leases increased by 77% to $34 million in 1997. This should improve opportunities to grow reserves in the future.1 It also demonstrates our commitment to growing the Exploration and Production segment through exploration.1 Our average reserve replacement for the past five years was 136%. Onshore Emphasis Our fundamental, overriding goal remains to invest wisely and as competition has increased and costs have escalated, this has become more difficult to do offshore.1 Thus, in spite of our historical success with low-risk offshore drilling prospects in 1997, we began to turn our attention to increasing our onshore activity where prices have remained stable and the competition is not yet so frenzied. Our focus included more use of onshore 3-D seismic and expanding into new areas. These included West Texas, where we have participated in three successful wells out of a total of five gross wells. We own 3-D seismic data on 56 square miles in West Texas. In California, we have started a joint venture on 20,000 gross acres and will be covering an additional 34,000 gross acres with new 3-D seismic. In Wyoming's Big Horn Basin, we are participating in exploring 165,000 gross acres as a 35% working interest owner. In Alabama, we are preparing to drill a second well after our initial discovery earlier in 1997. Our ongoing exploration program has 12 geologists, geophysicists and consultants using nine 3-D workstations to evaluate seismic data on over 12,000 square miles to identify drilling prospects in the regions indicated on the map on page 12. Our Exploration and Production segment continues to look for suitable acquisitions to complement its exploration growth.1 Our acquisition team evaluated 32 potential acquisitions, made offers on nine of them, and successfully closed one offshore acquisition. We expect this activity to increase in 1998.1 In November 1997, the Exploration and Production segment signed a letter of intent with the Whittier Trust Company to acquire properties in the Midway-Sunset and Lost Hills fields in the San Joaquin Basin of California. There are approximately 498 wells currently being steam flooded on these properties. With the pending acquisition, the potential reserve base would become 58% oil and 42% gas.1 This acquisition would complement the segment's focus on growth by increasing its activities in domestic onshore areas. Other Nonregulated Activities We view our other nonregulated activities as building blocks for the long-term future.1 As a group, they showed a slight pre-tax operating loss of $0.7 million for 1997 primarily because of our conservative policies of expensing project development costs and aggressively expensing the cost of timber acquisitions. As the Pipeline and Storage segment has already unbundled gas sales from transportation and the Utility segment increasingly does so, our energy marketing subsidiaries will become more important.1 Our substantial timber holdings, which we acquired many years ago incidental to our gas production operations, continue to increase in value both because of growth and price increases due to growing world-wide demand for quality hardwoods. Our international expansions enable us to utilize our expertise in running a regulated company in areas outside our traditional franchised service area. Energy Marketing National Fuel Resources (NFR) again had positive pre-tax operating income in 1997. It continued to build customer base, expand the menu of services offered to its customers, and prepared for the opportunities created by the continuing deregulation of the gas and electric industries.1 NFR was very successful in growing its market base in the last year. During 1997, NFR almost doubled the number of industrial and commercial customers it serves under long-term gas supply contracts. This was accomplished through acquisitions, marketing initiatives, providing customers with a variety of pricing options and superior customer service. NFR developed a proprietary customer information and billing system which will help better serve its customers and enable it to manage larger numbers of customers. The system is compatible with electric power sales which we expect to be an increasingly important market.1 In 1997, NFR received approvals from FERC and the Securities and Exchange Commission to sell electricity, both in the wholesale and retail markets. As part of a retail electric pilot program available to food processors and commercial farming operations in New York state, NFR is now providing a limited number of its customers with electric energy service. In August 1997, the Company formed a new subsidiary, Niagara Energy Trading Inc., in order to focus on opportunities in wholesale gas marketing and other energy transactions. Although just newly established, we believe this subsidiary will give the system additional flexibility in its energy marketing activities.1 International Opportunities The Company has selected Central Europe, and specifically the Czech Republic, as its current focus for international expansion.1 The region has an abundance of central steam plants which not only complement our existing expertise in providing retail heating service, but which also provide logical host sites for additional electric power generation to meet growing demand and to provide a cleaner source of electricity than the old, existing, dirty coal plants. Conversion to natural gas is a logical connection for us. In 1996, we acquired one steam plant/electric host site at Kromeriz, Czech Republic. In 1997, we acquired a 36.8% equity interest in Severoceske Teplarny, a.s. (SCT), a steam and power company located in Most, Czech Republic. In December 1997, Horizon acquired an additional 34% equity interest, bringing our total interest in SCT to 70.8%. SCT's strategic value is in its control of logical sites for additional electric power generation.1 These sites include existing infrastructure and appropriate zoning to support new generation to satisfy growing Czech demands. The Czech Republic is presently a net importer of electricity. We have an experienced power development staff in Prague and knowledgeable, experienced management at SCT, which are valuable resources in identifying and evaluating other opportunities in the Czech Republic. This location also provides a convenient base to access Poland, Hungary and eastern Germany.1 Financing Plans Because of our emphasis on expanding the nonregulated segments, over half of our $212.4 million capital budget for 1998 is aimed at these segments.1 There is $132.2 million targeted for our Exploration and Production segment.1 Utility capital expenditures are projected at $51.9 million, and will be used mostly to replace main and service lines.1 The $28.0 million allocated to our Pipeline and Storage segment largely covers the reconditioning of storage wells and the replacement of storage and transmission lines.1 The remainder of the capital budget is planned for the other nonregulated segment.1 These numbers do not include any amounts for the 1999 Niagara Expansion Project, the Green Canyon Gathering System Project, any SCT construction projects, or extraordinary acquisitions. The amounts and timing of the issuance and sale of debt and/or equity securities will depend on market conditions and the requirements of the Company.1 Board of Directors and Management Changes We are pleased to announce that James V. Glynn has joined our Board of Directors. Mr. Glynn is President of Maid of the Mist Corporation and a Director for the First Empire State Corporation. On December 2, 1997, Luiz F. Kahl resigned as a Director. He had served in this role since 1992 and we wish him well. In other changes affecting the Company and its principal subsidiaries, Ronald J. Tanski was named Controller of National Fuel Gas Distribution Corporation. Paula M. Ciprich was named Assistant Secretary and General Counsel of National Fuel Gas Distribution Corporation. James R. Peterson was named Assistant Secretary of the Company and General Counsel of National Fuel Gas Supply Corporation. Gil E. Klefstad was named Vice President-Exploration of Seneca Resources Corporation. Finally, as our greatest strength has always been our employees, we would like to thank them and all of this year's retirees for their years of commitment and contribution to your Company. /s/Bernard J. Kennedy Bernard J. Kennedy Chairman of the Board, President and Chief Executive Officer /s/Philip C. Ackerman Philip C. Ackerman Senior Vice President December 11, 1997 *All references to years in this Annual Report are to the Company's fiscal year, which ends September 30. 1 This document contains "forward looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward looking statements, including those designated by a "1," should be read with the cautionary statements included in this Annual Report on Form 10-K at Item 7, under the heading "Safe Harbor for Forward-Looking Statements." APPENDIX TO EXHIBIT 13 - This appendix contains a narrative description of image and graphic information as contained in the Letter to Shareholders included in the paper copy of the Company's combined Annual Report to Shareholders/Form 10-K. 1.) Image - Picture of Bernard J. Kennedy, Chairman of the Board, President and Chief Executive Officer, with Philip C. Ackerman, Senior Vice President. 2.) Graph - Stock Price Performance Month End Prices Bar graph showing National Fuel Gas Company's month end stock price performance (in dollars per share) for the period September 1996 through September 1997, as follows: 9/30/96 $36.75 10/31/96 $37.25 11/30/96 $42.63 12/31/96 $41.25 1/31/97 $42.25 2/28/97 $43.00 3/31/97 $42.75 4/30/97 $41.63 5/31/97 $41.38 6/30/97 $41.94 7/31/97 $42.50 8/31/97 $44.44 9/30/97 $44.00 3.) Graph - Annual Dividend Rate at Year End Bar graph showing the annual dividend rate per share at year-end (in dollars per share) for 1987 through 1997, as follows: 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- $1.20 $1.26 $1.34 $1.42 $1.46 $1.50 $1.54 $1.58 $1.62 $1.68 $1.74 4.) Graph - Return on Average Common Equity Bar graph showing average return on common equity for 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- 11.0% 11.3%* 9.6% 12.6% 13.0% *Includes effect of $3.2 million for cumulative effect of changes in accounting. 5.) Graph - Pipeline and Storage Throughput Bar graph showing Pipeline & Storage throughput with percentage of total transportation throughput broken out between affiliated and nonaffiliated customers, for 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- Affiliated 48% 45% 42% 41% 42% Nonaffiliated 52% 55% 58% 59% 58% Total Sales (Bcf) 257.3 296.6 290.7 325.0 309.2 Image 6 - 8 are contained on a page devoted to the Pipeline & Storage segment briefly described as follows: The Company's federally-regulated Pipeline and Storage activities include transporting and storing natural gas for National Fuel's local distribution market as well as for nonaffiliated companies in the northeast. 6.) Image - Map of Northeastern United States with outline of Independence Pipeline Project, with the following caption: The Pipeline and Storage segment is a partner in the $675 million Independence Pipeline Project to bring gas from Defiance, Ohio to Leidy, Pennsylvania. It will consist of approximately 370 miles of 36-inch diameter pipe with an initial capacity of about 900,000 Dth/day. 7.) Image - Picture of whirlpool sandstone, with the following caption: Samples of whirlpool sandstone were collected during the drilling of the horizontal well. The magnified area shows the interconnected pores where natural gas (blue area) is being stored in the whirlpool sandstone (white area). 8.) Image - A drilling rig which is drilling the horizontal well in Holland, New York. Also pictured as an inset is a diagram of how the horizontal well flows from underground to surface, with the following caption: National Fuel Gas Supply Corporation has successfully completed western New York's first horizontal well which is also the first horizontal natural gas storage well in this area. It is located in Holland, New York and was drilled to improve storage deliverability. 9.) Graph - Fiscal 1997 Weather Bar graph showing fiscal 1997 percent warmer than last year and colder than normal for Buffalo, New York and Erie, Pennsylvania, as follows: Percent (warmer) or colder ------------------- Buffalo, New York (5.7)% 1.5% Erie, Pennsylvania (5.5)% 2.8% Images 10 and 11 are contained on a page devoted to the Utility segment briefly described as follows: National Fuel's state-regulated utility operation sells and transports natural gas to nearly 732,500 residential, commercial and industrial customers in Western New York and Northwestern Pennsylvania. 10.) Image - Picture of people gathered at a meeting in Sharon, Pennsylvania, with the following caption: More than 100 people packed the Sharon, Pennsylvania municipal building to hear about "Energy Select." This 18-month pilot program, approved by the Pennsylvania Public Utility Commission, gave approximately 19,000 National Fuel Gas Distribution Corporation residential and small commercial customers the option to choose their natural gas supplier. 11.) Image -Picture of a natural gas cogeneration system located at Genesee Mercy Health Care, in Batavia, New York. Also pictured in an inset, is the front desk at the aforementioned facility. The caption reads as follows: Genesee Mercy Health Care, formerly Genesee Memorial Hospital, located in Batavia, New York, has installed a natural gas cogeneration system with hot water heat recovery. The modular system enhances National Fuel's throughput and furthermore guarantees the hospital a savings of approximately $130,000 per year in energy costs. Pictured above (l-r): Michael W. Gardner, Director of Facilities Management for Genesee Mercy Health Care and Daniel L. Corbett, Energy Consultant for National Fuel. 12.) Graph - Utility Operation and Maintenance Expense Bar graph showing the Utility Operation's operation and maintenance expense (in millions of dollars) for 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- $179 $193 $194 $201 $187 13.) Image - Picture of a "Line Tamer" machine, with the following caption: The "Line Tamer" machine allows construction crews to insert significant lengths of pipe under a road or riverbed, greatly reducing construction time and fusion needs. In the past, 6-inch plastic pipe in 40 foot lengths, had to be fused, but with the "Line Tamer" 460 feet of coiled pipe is straightened under pressure for immediate installation. 14) Graph Bar graph showing oil and gas production (in billion cubic feet (Bcf) equivalent), for the years 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- Gas 19.9 23.3 20.9 38.8 38.6 Oil 5.0 6.2 4.5 10.4 11.4 ---- ---- ---- ---- ---- 24.9 29.5 25.4 49.2 50.0 15.) Graph - Exploration & Production General and Administrative Costs Bar graph showing Exploration & Production general and administrative costs in dollars per Mcf equivalent for 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- $.25 $.22 $.24 $.12 $.15 Images 16 - 19 are contained on a page devoted to the Exploration & Production segment briefly described as follows: This unregulated business segment focuses on the exploration for, and production of, natural gas and oil in the Gulf Cost, Appalachia, and California. 16.) Image - Picture of an onshore well in Monroe County, Alabama, with the following caption: Seneca Resources is a partner in an onshore exploration venture in Monroe County, Alabama, it is anticipated that 300 barrels of oil will be produced daily.1 17.) Image - Picture of an offshore drilling rig in the Gulf of Mexico, with another picture inset of 3-D seismic data, with the following caption: Seneca Resources has the Ocean Tower #305 Drilling Rig under a nine month contract. It will be utilized at various locations in the Gulf of Mexico. 3-D seismic data is used to determine potential sites. 18.) Image - Seneca Resources reserves by region - Illustration of various states which Seneca Resources has reserves in. The states are divided into regions and a percentage of reserves in each region are displayed as follows: West (California and Wyoming) 32% Gulf (Texas, Louisiana, and Alabama) 46% East (New York, Pennsylvania, Ohio and Michigan) 22% 19.) Image - Picture of a rig on a well in the San Joaquin Basin, in Kern County, California, with the following caption: Breen #14-1 is Seneca Resources latest onshore exploration venture in the San Joaquin Basin, in Kern County, California. This wildcat well will be evaluated for the drilling of one or more horizontal holes to test the Antelope Shale and Stevens Sand formations. 20.) Graphs - Oil and Gas Prices Two bar graphs showing weighted average oil and gas prices (in dollars) for the years 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- Gas (per Mcf) $2.20 $2.18 $1.67 $2.35 $2.60 Oil (per bbl) $16.78 $14.86 $16.16 $19.50 $20.63 21.) Graph - Lifting Cost Bar graph showing lifting costs (in dollars per Mcf equivalent) for the years 1993 through 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- $.54 $.45 $.44 $.31 $.35 22.) Graph - Drilling Costs Bar graph showing offshore, onshore and weighted average drilling costs (dollars per foot) for the years 1995, 1996 and 1997, as follows: 1995 1996 1997 ---- ---- ---- Offshore $138 $260 $355 Onshore $126 $ 96 $112 Weighted Average $132 $191 $261 23.) Graph - NFR Revenues Bar graph showing revenues of National Fuel Resources (NFR) (in millions of dollars) for the years 1993 to 1997, as follows: 1993 1994 1995 1996 1997 ---- ---- ---- ---- ---- $21.5 $50.8 $40.9 $60.3 $70.1 Images 24 and 25 are contained on a page devoted to the Other Nonregulated segment briefly described as follows: These activities include energy marketing, timber management and international operations. 24.) Image - Picture of National Fuel Resources personnel at Bufalo, New York headquarters, with the following caption: National Fuel Resources (NFR) personnel, at the Buffalo, New York headquarters, discuss the buying and selling of gas futures based on the New York Mercantile Exchange. Pictured: (l-r): Michael P. Bielawski, Patricia L. Collins, NFR President Robert J. Kreppel and Gwen Applebaum. 25.) Image - Picture of Severoceske Teplarny, a.s. (SCT) with the following caption: Bruwabel, B.V., a wholly owned subsidiary of Horizon Energy Development, Inc. acquired a strategic interest in Severoceske Teplarny, a.s. (SCT). SCT has district heating and power generation operations located in the northern Bohemia region of the Czech Republic. EX-23 16 RALPH E. DAVIS ASSOCIATES, INC. Consultants-Petroleum and Natural Gas 3555 Timmons Lane - Suite 1105 Houston, Texas 77027 (713) 622-8955 CONSENT OF ENGINEER We hereby consent to the reproduction of our audit report dated October 9, 1997, and to the reference to our estimate dated October 1, 1997, appearing in this National Fuel Gas Company Annual Report on Form 10-K. We also consent to the incorporation by reference in (i) the Registration Statement (Form S-8, No. 2-95439), as amended, relating to the National Fuel Gas Company 1983 Incentive Stock Option Plan and the National Fuel Gas Company 1984 Stock Plan, and in the related Prospectuses, (ii) the Registration Statements (Form S-8, No. 33-28037, No. 333-3055, and Nos. 2-97641, 33-17341 and 333-3057), as amended, relating to the National Fuel Gas Company Tax-Deferred Savings Plan and the National Fuel Gas Company Tax-Deferred Savings Plan for Non-Union Employees, respectively, and in the related Prospectuses, (iii) the Registration Statement (Form S-3, No. 333-03803), as amended, relating to $500,000,000 of National Fuel Gas Company debentures and/or medium term notes and, in the related Prospectus, (iv) the Registration Statement (Form S-3, No. 33-51881), as amended, relating to the National Fuel Gas Company Dividend Reinvestment and Stock Purchase Plan, and in the related Prospectuses, (v) the Registration Statement (Form S-3, No. 33-36868), as amended, relating to the National Fuel Gas Company Customer Stock Purchase Plan, and in the related Prospectus, and (vi) the Registration Statement (Form S-8, No. 33-49693), as amended, relating to the National Fuel Gas Company 1993 Award and Option Plan, and in the related Prospectus; of the reproduction of our report dated October 9, 1997, appearing in this National Fuel Gas Company Annual Report on Form 10-K. RALPH E. DAVIS ASSOCIATES, INC. /s/ Allen C. Barron Allen C. Barron, P.E. Vice President Houston, Texas October , 1997 EX-23 17 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (No. 33-51881), Form S-3 (No. 33-36868), Form S-3 (No. 333-03803), Form S-8 (No. 2-94539), Form S-8 (No. 33-49693), Form S-8 (No. 333-03057), and Form S-8 (No. 333-03055) of National Fuel Gas Company of our report dated October 24, 1997, appearing on page 50 of this Form 10-K. PRICE WATERHOUSE LLP Buffalo, New York December 23, 1997 EX-27 18
UT THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NATIONAL FUEL GAS COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS SEP-30-1997 OCT-01-1996 SEP-30-1997 PER-BOOK 1,819,366 0 208,667 12,025 227,273 2,267,331 38,166 405,028 472,595 913,704 0 0 581,640 32,400 0 60,000 0 0 0 0 679,587 2,267,331 1,265,812 68,674 1,028,835 1,097,509 168,303 3,196 171,499 56,811 114,688 0 114,688 64,967 41,576 294,662 3.01 3.01
EX-99 19 RALPH E. DAVIS ASSOCIATES, INC. OIL, CONDENSATE AND NATURAL GAS RESERVES SENECA RESOURCES CORPORATION AS OF OCTOBER 1, 1997 RALPH E. DAVIS ASSOCIATES, INC. OCTOBER, 1997 HOUSTON, TEXAS RALPH E. DAVIS ASSOCIATES, INC. CONSULTANTS-PETROLEUM AND NATURAL GAS 3555 TIMMONS LANE-SUITE 1105 HOUSTON, TEXAS 77027 (713) 622 -8955 October 9, 1997 Seneca Resources Corporation 1201 Louisiana, Suite 400 Houston, Texas 77002 Attention: Mr. Don A. Brown Vice President Re: Oil, Condensate and Natural Gas Reserves, Seneca Resources Corporation As of October 1, 1995 Gentlemen: At your request, the firm of Ralph E. Davis Associates, Inc. has audited an evaluation of the proved oil, condensate and natural gas reserves on leaseholds in which Seneca Resources Corporation has certain interests. This report presents a summary of the Proved Developed (producing and non-producing) and Proved Undeveloped reserves anticipated to be produced from Seneca Resources' interest. Liquid volumes are expressed in thousands of barrels (MBbls) of stock tank oil. Gas volumes are expressed in millions of standard cubic feet (MMSCF) at the official temperature and pressure bases of the areas wherein the gas reserves are located. The summarized results of the reserve audit are as follows: RALPH E. DAVIS ASSOCIATES, INC. Seneca Resources Corp. Mr. Don A. Brown October 9, 1997 Page 2 Estimated Proved Reserves Net to Seneca Resources Corporation As of October 1, 1997 Proved Reserves -------------------------------------------- Developed ------------------------ Remaining Reserves Producing Non-Producing Undeveloped Total Gulf Coast Division: Oil/Condensate, MBbls 3,147 925 870 4,942 Gas, MMSCF 46,129 57,640 24,568 128,337 West Coast Division: Oil/Condensate, MBbls 4,305 2,914 5,758 12,977 Gas, MMSCF 9,666 6,609 13,427 29,702 East Coast Division: Oil/Condensate, MBbls 63 0 0 63 Gas, MMSCF 73,942 468 0 74,410 TOTAL: Oil/Condensate, MBbls 7,515 3,839 6,628 17,982 Gas, MMSCF 129,737 64,717 37,995 232,449 DISCUSSION: The scope of this study was to audit the proved reserves attributable to the interests of Seneca Resources Corporation. Reserve estimates were prepared by Seneca using acceptable evaluation principals for each source. The quantities presented herein are estimated reserves of oil, condensate and natural gas that geologic and engineering data demonstrate can be recovered from known reservoirs under existing economic conditions with reasonable certainty. Ralph E. Davis Associates, Inc. has audited the reserve estimates, the data incorporated into preparing the estimates and the methodology used to evaluate the reserves. In each of Seneca's producing divisions all 1997 additions and those properties of significant value were reviewed by Ralph E. Davis. Reserve estimates of current producing zones, productive zones behind pipe and undrilled well locations were reviewed in detail. Certain changes to either individual reserve estimates or the categorization of reserves were suggested by Ralph E. Davis Associates, Inc. and accepted by Seneca Resources. It is our opinion that the reserves RALPH E. DAVIS ASSOCIATES, INC. Seneca Resources Corp. Mr. Don A. Brown October 17, 1995 Page 3 presented herein meet all the criteria of Proved Reserves. Neither Ralph E. Davis Associates, Inc. nor any of its employees have any interest in Seneca Resources Corporation or the properties reported herein. The employment and compensation to make this study are not contingent on our estimate of reserves. We appreciate the opportunity to be of service to you in this matter, and will be glad to address any questions or inquiries you may have. Very truly yours, RALPH E. DAVIS ASSOCIATES, INC. /s/ Allen C. Barron Allen C. Barron, P. E. Vice President -----END PRIVACY-ENHANCED MESSAGE-----