Notes to Financial Statements
Note 1. Description of the Plan
The following description of Piedmont Natural Gas Company, Inc. (the Company) 401(k) Plan (the Plan) is provided for general
information purposes only. Participants should refer to the Plan document for more complete information.
General
: The Plan is a defined
contribution plan providing benefits to participating employees or their beneficiaries upon retirement, death or termination of employment (following a break in service, as defined in the Plan). As a result of a plan merger effective on
October 1, 2001, participants accounts in the Companys employee stock ownership plan (ESOP) were transferred into the Plan. Former ESOP participants may remain invested in Piedmont Natural Gas Company, Inc. (Piedmont)
common stock in the Plan or may sell the common stock at any time and reinvest the proceeds in other available investment options.
Employees become
eligible to participate in the Plan after they have completed thirty days of continuous service with the Company and attained age 18. The Benefits Committee of the Board of Directors of the Company controls and manages the operation and
administration of the Plan. The Benefits Committee establishes an organizational structure with respect to the management, administration and investments of the Plan including the designation of a Benefit Plan Committee to serve as the named
fiduciary of the Plan and to manage the day-to-day operational and administrative aspects of the Plan. The Benefit Plan Committee determines the appropriateness of the Plans investment offerings, monitors investment performance and reports to
the Benefits Committee. Wells Fargo Bank, N.A. (Wells Fargo) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Plan administration
: The Plan is administered by the Benefit Plan Committee. Wells Fargo is responsible for the custody and management of the
Plans assets.
Contributions
: Employees are able to contribute up to 50% of eligible pay to the Plan on a pre-tax basis, up to the Tax Code
annual contribution limit. Employees are able to receive a company match of 100% up to the first 5% of eligible pay contributed. The Company automatically enrolls all newly eligible employees in the Plan at a 2% contribution rate unless the employee
chooses not to participate by notifying the Plan trustee. For employees who are automatically enrolled in the Plan, the Company will automatically increase their contributions by 1% each year to a maximum of 5% unless the employee chooses to opt out
of the automatic increase by contacting the trustee. If the employee does not make an investment election, employee contributions and matches are automatically invested in a diversified portfolio of stocks and bonds. Participants may invest in
Piedmont common stock up to a maximum of 20% of their account. Employees may change their contribution rate and investments at any time. Additional amounts may be contributed by the Company at the discretion of the Companys Board of Directors.
There were no discretionary Company contributions during the year ended December 31, 2013. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
5
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 1. Description of the Plan (Continued)
Participant accounts
: Individual accounts are maintained for each Plan participant. Each
participants account is credited with the participants contribution, the Companys matching contribution, and allocations of Company discretionary contributions, if applicable, and Plan earnings, and charged with any benefit
payments, and allocations of Plan losses and expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants
vested account.
Investments
: Participants direct the investment of their contributions into various investment options offered by the Plan.
Currently, the Plan offers eleven mutual funds, two collective investment trust funds, and one common stock fund as investment options for participants.
Vesting
: All participant contributions and earnings thereon are fully vested and nonforfeitable upon allocation to the participants accounts. A
participant will become 100% vested in his employer matching contributions after the participant completes six months of service.
Notes receivable
from participants
: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balances, whichever is less. Loans must be entirely repaid within 5 years unless the loan is for the
purchase of a primary residence. The loans are secured by the balance in the participants account. Principal and interest are paid ratably through payroll deductions. Interest rates on loans ranged from 5.25% to 6.77% at December 31,
2013.
Payment of benefits
: The Plan allows distributions for retirement, long-term disability, termination of employment, hardship or death. The
vested balance of a participants account will be paid to the participant, or, in the case of death, to the spouse or beneficiary, if any, in a single, lump sum of cash or common stock as permitted by the Plan.
Note
|
2. Summary of Significant Accounting Policies
|
Basis of accounting
: The accompanying financial
statements of the Plan are prepared under the accrual method of accounting.
Use of estimates
: The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the financial statements and accompanying notes. Actual results could differ from those estimates.
Investment contracts
: As described in the authoritative guidance, fully benefit-responsive investment contracts held by a defined contribution plan are
required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.
The Plan invests in investment contracts through a collective investment trust fund in the Wells Fargo Stable Return Fund (N). As required by the guidance,
the statements of net assets available for benefits present the fair value of the investments in the collective investment trust funds as well as the adjustment of the investment in the collective investment trust funds from fair value to contract
value relating to the investment contracts. The statement of changes in net assets available for benefits is prepared on a contract value basis.
6
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies (Continued)
Investment valuation and income recognition
: Investments are reported at fair value. Fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 7 for disclosure of the Plans fair value measurements.
The Plan utilizes market data or assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily
observable, market corroborated or generally observable. The Plan primarily applies the market approach for recurring fair value measurements and endeavor to utilize the best available information. Accordingly, the Plan uses valuation techniques
that maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan is able to classify fair value balances based on the observance of those inputs into the fair value hierarchy levels as set forth in the fair value
accounting guidance.
Following is a description of the valuation methodologies used for the Plans investment assets measured at fair value. There
have been no changes in the methodologies used at December 31, 2013 and 2012.
Common stock fund
: Calculated based on the closing price
reported on the active market on which the securities in the fund are traded.
Mutual funds
: Valued at the NAV of shares held by the Plan at
year-end.
Collective investment trust funds
: Valued at NAV based on information provided by the trustee and using the audited financial
statements of the collective investment trust fund at year-end.
Level 1 inputs are quoted prices (unadjusted) or NAVs in active markets that can be
accessed as of the reporting date and consist of investments in common stock, a common stock fund, and mutual funds. Level 2 inputs are inputs other than quoted prices in active markets included in Level 1, which are either directly or
indirectly corroborated or observable as of the reporting date and generally use valuation methodologies, and consist of collective investment trust funds as discussed in Investment contracts in Note 2. These investments are classified
as Level 2 as their fair value is estimated using NAV as a practical expedient. Level 3 inputs include significant pricing inputs that are generally less observable from objective sources.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result
in a different fair value measurement at the reporting date.
The Plans Benefit Plan Committee determines the Plans valuation policies
utilizing information provided by its investment advisors, custodians, and insurance company.
7
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies (Continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plans gains and losses on investments bought and sold as well as held during the year.
Management fees and operating expenses charged to the Plan for investments in the mutual funds and collective investment trust funds are deducted from income
earned on a daily basis and are not separately reflected.
Consequently, management fees and operating expenses are reflected as a reduction of investment
return for such investments.
Contributions
: Contributions from employees of the Plan Sponsor and matching contributions from the Plan Sponsor are
recorded in the year in which the employee contributions are withheld along with the applicable matching contribution. All employee and employer contributions are participant-directed.
Notes from participants
: Notes from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income
is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed as they are incurred. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. Delinquent notes from participants
are treated as distributions based upon the terms of the plan document.
Payment of benefits
: Benefit payments to participants are recorded when
paid.
Expenses
: As provided by the Plan document, administrative expenses of the Plan are paid by the Plan.
Subsequent events
: The Plan monitors significant events occurring after the statement of net assets available for benefits date and prior to the
issuance of the financial statements to determine the impact, if any, of events on the financial statements to be issued. All subsequent events of which the Plan is aware were evaluated through the issuance date of these financial statements.
8
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 3. Investments
The Plans investments that represent 5% or more of net assets available for benefits as of December 31, 2013 and 2012 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Wells Fargo Enhanced Stock Market Fund (N)
|
|
$
|
22,970,495
|
|
|
$
|
18,755,379
|
|
Wells Fargo Stable Return Fund (N)
|
|
$
|
36,722,779
|
|
|
$
|
37,549,694
|
|
American Europacific Growth Fund (A)
|
|
$
|
14,575,390
|
|
|
$
|
11,413,098
|
|
Dodge & Cox Stock Fund
|
|
$
|
22,035,689
|
|
|
$
|
15,596,553
|
|
Harbor Capital Appreciation Investment
|
|
$
|
22,872,636
|
|
|
$
|
17,250,769
|
|
Munder Mid-Cap Core Growth (A)
|
|
$
|
14,608,815
|
|
|
$
|
10,850,239
|
|
Dodge & Cox Income Fund
|
|
$
|
23,136,715
|
|
|
$
|
21,287,315
|
|
T. Rowe Price New Horizons Fund
|
|
$
|
12,633,048
|
|
|
|
*
|
|
*
|
This investment balance was less than five percent of net assets available for benefits during the respective period.
|
During 2013, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by
$32,486,611 as follows:
|
|
|
|
|
Collective Investment Trust Funds
|
|
$
|
6,742,304
|
|
Mutual Funds
|
|
|
25,286,701
|
|
Common Stock
|
|
|
457,606
|
|
|
|
|
|
|
|
|
$
|
32,486,611
|
|
|
|
|
|
|
The Plan invests in a fully benefit-responsive investment contract through the Wells Fargo Stable Return Fund in 2013 and
2012. The accounts are maintained in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The objective of the Fund is to protect principal while
providing a higher rate of return than shorter maturity investments, such as money market funds or certificates of deposit. To achieve this, the Fund invests in instruments which are not expected to experience significant price fluctuations in most
economic or interest rate environments. However, there is no assurance that this objective can be achieved.
Market value events may limit the ability of
the Fund to transact at contract value with the issuer. Such events may include but are not limited to: Fund administration is amended or changed, merger or consolidation of investors, group terminations or layoffs, implementation of an early
retirement program, termination or partial termination of the Fund, and failure to meet certain tax qualifications. The Plan does not believe that such events are likely to occur.
The fair value of the investment contract at December 31, 2013 and 2012 was $36,722,779 and $37,549,694, respectively. The average yield earned based on
actual earnings was 1.6% and 1.9% for 2013 and 2012, respectively.
9
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 3. Investments (Continued)
The Plans participants invest in various investment securities offered by the Plan. These investment
securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur
and that such changes could materially affect participants account balances and the amounts reported in the financial statements.
Note 4.
Federal Income Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated July 16, 2012, that the Plan was
designed in accordance with the applicable regulations of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter, and has applied for a new determination letter in January 2014 in accordance
with the respective cycle filing. The Benefit Plan Committee believes the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC and that the Plan and related trust continue to be tax exempt.
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan. Management
evaluated the Plans tax positions and concluded that the Plan had maintained its tax exempt status and had taken no uncertain tax positions that require recognition or disclosure in the financial statements. With few exceptions, the Plan is no
longer subject to income tax examinations by the U.S. federal, state, or local tax authorities for years before 2010.
Note 5. Plan Termination
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
Note 6. Exempt Party-in-Interest Transactions
Certain plan investments are units of participation in collective investment trust funds managed by Wells Fargo. Wells Fargo is the trustee as defined by the
Plan, and therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan to Wells Fargo for investment management services amounted to $317,151 for the year ended December 31, 2013 and are included in the
expenses line item in the Statement of Changes in Net Assets Available for Benefits. Additional expenses not paid to Wells Fargo include investment advisory fees and other various expenses.
At December 31, 2013 and 2012, the Plan held 375,795 and 395,871 units, respectively, of common stock of the Company, the sponsoring employer, with a
cost basis of $6,665,073 and $6,770,832, respectively, and fair value of $8,195,304 and $8,174,527, respectively.
10
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 7. Fair Value
The investments reported in the Statement of Net Assets Available for Benefits, are classified in their entirety based on the lowest level of input that is
significant to the fair value measurement. The Plans assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and their consideration within the fair
value hierarchy levels. The following tables set forth, by level within the fair value hierarchy, the assets measured at fair value as of December 31, 2013 and 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other Observable
Inputs (Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
21,606,906
|
|
|
|
|
|
|
|
|
|
|
|
21,606,906
|
|
Small Cap
|
|
|
21,182,972
|
|
|
|
|
|
|
|
|
|
|
|
21,182,972
|
|
Mid Cap
|
|
|
21,214,908
|
|
|
|
|
|
|
|
|
|
|
|
21,214,908
|
|
Large Cap
|
|
|
44,908,325
|
|
|
|
|
|
|
|
|
|
|
|
44,908,325
|
|
Moderate Allocation
|
|
|
10,372,614
|
|
|
|
|
|
|
|
|
|
|
|
10,372,614
|
|
Bond funds - intermediate and inflation adjusted
|
|
|
24,489,624
|
|
|
|
|
|
|
|
|
|
|
|
24,489,624
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced stock
|
|
|
|
|
|
|
22,970,495
|
|
|
|
|
|
|
|
22,970,495
|
|
Stable Return
|
|
|
|
|
|
|
36,722,779
|
|
|
|
|
|
|
|
36,722,779
|
|
Common stock fund - energy
|
|
|
8,195,304
|
|
|
|
|
|
|
|
|
|
|
|
8,195,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
151,970,653
|
|
|
$
|
59,693,274
|
|
|
$
|
|
|
|
$
|
211,663,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
|
16,706,432
|
|
|
|
|
|
|
|
|
|
|
|
16,706,432
|
|
Small Cap
|
|
|
14,006,053
|
|
|
|
|
|
|
|
|
|
|
|
14,006,053
|
|
Mid Cap
|
|
|
14,787,259
|
|
|
|
|
|
|
|
|
|
|
|
14,787,259
|
|
Large Cap
|
|
|
32,847,323
|
|
|
|
|
|
|
|
|
|
|
|
32,847,323
|
|
Moderate Allocation
|
|
|
8,735,448
|
|
|
|
|
|
|
|
|
|
|
|
8,735,448
|
|
Bond funds - intermediate and inflation adjusted
|
|
|
23,512,475
|
|
|
|
|
|
|
|
|
|
|
|
23,512,475
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced stock
|
|
|
|
|
|
|
18,755,379
|
|
|
|
|
|
|
|
18,755,379
|
|
Stable Return
|
|
|
|
|
|
|
37,549,694
|
|
|
|
|
|
|
|
37,549,694
|
|
Common stock fund - energy
|
|
|
8,174,527
|
|
|
|
|
|
|
|
|
|
|
|
8,174,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
118,769,517
|
|
|
$
|
56,305,073
|
|
|
$
|
|
|
|
$
|
175,074,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 8. Net Asset Value Per Share
The following table sets forth additional disclosures of the investments whose fair value is estimated using net asset value per share (or its equivalent)
as of December 31, 2013 and 2012 for the Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Estimated Using Net Asset Value per Share
December 31, 2013
|
Investment
|
|
Fair Value
|
|
|
Unfunded
Commitment
|
|
|
Redemption
Frequency
|
|
Other
Redemption
Restrictions
|
|
Redemption
Notice
Period
|
|
|
|
|
|
|
Collective investment trust fund-Stable (a)
|
|
$
|
36,722,779
|
|
|
$
|
|
|
|
Daily
|
|
Written notice
|
|
12 months
|
|
|
|
|
|
|
Collective investment trust fund-Enhanced Stock (b)
|
|
|
22,970,495
|
|
|
|
|
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
Fair Value Estimated Using Net Asset Value per Share
December 31, 2012
|
Investment
|
|
Fair Value
|
|
|
Unfunded
Commitment
|
|
|
Redemption
Frequency
|
|
Other
Redemption
Restrictions
|
|
Redemption
Notice
Period
|
|
|
|
|
|
|
Collective investment trust fund-Stable (a)
|
|
$
|
37,549,694
|
|
|
$
|
|
|
|
Daily
|
|
Written notice
|
|
12 months
|
|
|
|
|
|
|
Collective investment trust fund-Enhanced Stock (b)
|
|
|
18,755,379
|
|
|
|
|
|
|
Daily
|
|
None
|
|
None
|
(a)
|
The objective of the Fund is to protect principal while providing a higher rate of return than shorter maturity investments, such as money market funds or certificates of deposit. To achieve this, the Fund invests in
instruments which are not expected to experience significant price fluctuation in most economic or interest rate environments. However, there is no assurance that this objective can be achieved.
|
(b)
|
The objective of the Fund is to achieve long-term total return greater than the return on the S&P 500 Index while maintaining risk characteristics similar to the risk characteristics of the stocks in the S&P 500
Index.
|
12
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 9. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
|
|
|
|
|
|
|
|
|
|
|
December 31
|
|
|
|
2013
|
|
|
2012
|
|
Net assets available for benefits as presented in these financial statements
|
|
$
|
219,560,936
|
|
|
$
|
181,522,227
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
|
|
|
291,451
|
|
|
|
1,058,299
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
219,852,387
|
|
|
$
|
182,580,526
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the
Form 5500:
|
|
|
|
|
|
|
Year Ended
December 31,
2013
|
|
Total net increase per the financial statements
|
|
$
|
38,038,709
|
|
Change in adjustment from fair value to contract value for fully benefit-responsive investment contracts
|
|
|
(766,848
|
)
|
|
|
|
|
|
Total net income per the Form 5500
|
|
$
|
37,271,861
|
|
|
|
|
|
|
13
Piedmont Natural Gas Company, Inc. 401(k) Plan
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2013
Plan #007
EIN: 56-0556998