8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)    February 27, 2004

Piedmont Natural Gas Company, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	1-6196	56-0556998
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1915 Rexford Road, Charlotte, North Carolina	28211
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code    (704) 364-3120

(Former Name or Former Address, if Changed Since Last Report.)

Page 1 of 2 pages

Item 5. Other Events and Regulation FD Disclosure

     On February 27, 2004, Piedmont Natural Gas issued a Press Release to report the declaration of a dividend on its common stock. A copy of the Press Release is attached as an exhibit to this Form 8-K.

Item 7. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release – Piedmont Natural Gas Increases Dividend for Twenty-Sixth Consecutive Year
99.2	Press Release – Piedmont Reports First Quarter Results

Item 12. Results of Operations and Financial Condition

     On February 27, 2004, Piedmont Natural Gas issued a Press Release to report financial results for the first quarter ended January 31, 2004. A copy of the Press Release is attached as an exhibit to this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Piedmont Natural Gas Company, Inc.
		(Registrant)
		By	/s/ Barry L. Guy
			Barry L. Guy
			Vice President and Controller
			(Principal Accounting Officer)
Date	March 1, 2004

Page 2 of 2 pages

EX-99.1 3 g87515exv99w1.htm EX-99.1 PRESS RELEASE

Exhibit 99.1

PRESS

RELEASE

Date:	February 27, 2004
Contact:	Stephen Conner	or	Headen Thomas
Telephone:	704/731-4205		704/731-4438

Piedmont Natural Gas Increases Dividend
For Twenty-Sixth Consecutive Year

CHARLOTTE, N.C. – At its regular quarterly meeting held following the Annual Meeting of Shareholders today, the Board of Directors of Piedmont Natural Gas Company (NYSE: PNY) declared a quarterly dividend on Common Stock of 43 cents per share, a 3.6% increase over the 41.5 cents paid the prior quarter. This marks the twenty-sixth consecutive year that the Company has declared a dividend increase. The dividend is payable April 15, 2004, to holders of record at the close of business on March 25, 2004.

About Piedmont Natural Gas

Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 940,000 residential, commercial and industrial utility customers in North Carolina, South Carolina and Tennessee, including 60,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas marketing, interstate natural gas storage, intrastate natural gas transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com.

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EX-99.2 4 g87515exv99w2.htm EX-99.2 PRESS RELEASE

Exhibit No. 99.2

PRESS

RELEASE

Date:	February 27, 2004
Contact:	Stephen Conner	or	Headen Thomas
Telephone:	704/731-4205		704/731-4438

PIEDMONT REPORTS FIRST QUARTER RESULTS

CHARLOTTE, NC – At its Annual Meeting of Shareholders held in Raleigh today, Charlotte-based Piedmont Natural Gas (NYSE:PNY) announced financial results for the first fiscal quarter ended January 31, 2004. Operating results reflect the first full quarter effect of the acquisition of North Carolina Natural Gas (NCNG) on September 30, 2003.

For the quarter, the Company reported net income of $74.6 million, compared with $58 million for the same period last year. Diluted earnings per share were $2.18, compared with $1.74 for the prior-year period. Results for the quarter ended January 31, 2003, included a one-time, non-recurring benefit of $.17 per share due to a change in the way the Company records revenues and cost of gas on volumes delivered but not yet billed.

Weather in the Company’s service areas during the first quarter was 3% warmer than normal and 11% warmer than in the prior-year quarter. System throughput increased from 63.6 million dekatherms to 73.5 million dekatherms due to the purchase of NCNG and continued customer growth. Operations and maintenance expenses increased primarily due to higher payroll, pension and other employee benefit costs from the addition of NCNG and the provision for uncollectibles. Chairman, President and Chief Executive Officer Thomas E. Skains commented, “Our first-quarter earnings reflect the successful integration of NCNG into Piedmont Natural Gas, continued internal customer growth and one-time and ongoing benefits from non-utility ventures. We are pleased with these results.”

Income from non-utility activities was $8.4 million, compared with $2.5 million in the first quarter of the prior year. Earnings in the current quarter from the Company’s interest in SouthStar Energy Services LLC, which is primarily engaged in the unregulated retail gas market in Georgia, include a one-time, pre-tax benefit of $2.5 million ($1.5 million after tax, or $.04 per share) due to the resolution of certain disproportionate sharing issues between the members of the venture. Earnings in the current quarter also reflect a one-time, pre-tax gain of $5.1 million ($3.1 million after tax, or $.09 per share) from the sale of the Company’s interest in Heritage Propane Partners, L.P. Two other joint ventures, Pine Needle LNG and Cardinal Pipeline, contributed combined earnings per share of $.03 in the current quarter, compared with $.02 per share in the first quarter of the prior year, due in part to Piedmont’s acquisition of an additional 5% equity interest in each venture in connection with the NCNG transaction.

Earnings per share for the current quarter were also positively impacted by $.04 due to a decrease in property tax expense resulting from a reduction in the assessed value of the Company’s property.

Fiscal 2004 Earnings Guidance Revised Upward

Piedmont Natural Gas is revising its guidance for fiscal year 2004 earnings from continuing operations upward to $2.35 to $2.45 per diluted share. Previous guidance was $2.25 to $2.40 per diluted share.

The Company’s fiscal year 2004 earnings guidance excludes non-recurring items related to the sale of its propane interests and the resolution of certain disproportionate sharing issues related to its SouthStar

venture. The fiscal year 2004 earnings-per-share impacts of these two items are expected to be increases of $0.08 and $0.04, respectively.

This revised guidance includes the earnings-per-share accretion related to the NCNG acquisition, integration and permanent financing. Also included are rate case approvals for the NCNG and Nashville Gas divisions that became effective November 1, 2003, and management’s assessment of the negative impacts that high wholesale natural gas prices may have on earnings for the fiscal year.

Conference Call

In conjunction with the first quarter earnings release, you are invited to listen to the conference call that will be broadcast live over the Internet on Tuesday, March 2, 2004, at 2:30 p.m. Eastern Standard Time, hosted by Chairman, President and Chief Executive Officer Thomas E. Skains. Simply log on to the web at www.piedmontng.com and click on Investor Relations, then on Presentations. The conference call will be archived on the web site.

Piedmont Natural Gas Company
Summary of Operations
(in thousands except per share amounts)

Three Months Ended		January 31
								% Increase
		2004			2003			(Decrease)
		(unaudited)
Operating Revenues		$	618,785		$	493,491			25	%
Cost of Gas			422,305			331,797			27	%
Margin			196,480			161,694			22	%
Operations and Maintenance Expenses			49,672			38,495			29	%
Depreciation			20,453			15,250			34	%
General Taxes			6,002			6,380			-6	%
Utility Income Taxes			43,004			35,914			20	%
Operating Income			77,349			65,655			18	%
Other Income (Expense), net			8,495			2,677			217	%
Utility Interest Charges			11,211			10,336			8	%
Income Before Minority Interest			74,633			57,996			29	%
Less Minority Interest			11			—			—
Net Income		$	74,622		$	57,996			29	%
Average Shares of Common Stock:
	Basic		34,119			33,186			3	%
	Diluted		34,222			33,300			3	%
Earnings Per Share of Common Stock:
	Basic	$	2.19		$	1.75			25	%
	Diluted	$	2.18		$	1.74			25	%
System Throughput — Dekatherms			73,492			63,589			16	%
Gas Customers Billed in January			875			736			19	%
System Average Degree Days — Actual			1,909			2,153			-11	%
System Average Degree Days — Normal			1,975			1,971			—
Percent Normal Degree Days			97	%		109	%		-11	%

Twelve Months Ended		January 31
								% Increase
		2004			2003			(Decrease)
		(unaudited)
Operating Revenues		$	1,346,116		$	1,036,761			30	%
Cost of Gas			928,450			662,476			40	%
Margin			417,666			374,285			12	%
Operations and Maintenance Expenses			163,284			138,214			18	%
Depreciation			68,367			58,746			16	%
General Taxes			24,031			24,988			-4	%
Utility Income Taxes			47,167			43,276			9	%
Operating Income			114,817			109,061			5	%
Other Income (Expense), net			18,114			10,427			74	%
Utility Interest Charges			41,112			40,445			2	%
Income Before Minority Interest			91,819			79,043			16	%
Less Minority Interest			830			—			—
Net Income		$	90,989		$	79,043			15	%
Average Shares of Common Stock:
	Basic		33,626			32,921			2	%
	Diluted		33,745			33,079			2	%
Earnings Per Share of Common Stock:
	Basic	$	2.71		$	2.40			13	%
	Diluted	$	2.70		$	2.39			13	%
System Throughput — Dekatherms			159,227			148,165			7	%
Gas Customers Billed in January			875			736			19	%
System Average Degree Days — Actual			3,399			3,631			-6	%
System Average Degree Days — Normal			3,524			3,529			—
Percent Normal Degree Days			96	%		103	%		-7	%

Selected Non-Utility Activities

Other Income includes net income resulting from the Company’s investments in the following non-utility activities:

				SouthStar Energy		Cardinal		Pine Needle
	Propane (a)			Services (b)		Pipeline		LNG
	(in thousands) (unaudited)
Three Months Ended January 31, 2004	$	4,141		$	3,319	$	283	$	587
Twelve Months Ended January 31, 2004		4,500			9,013		1,015		2,154
Three Months Ended January 31, 2003	$	789		$	697	$	240	$	569
Twelve Months Ended January 31, 2003		(240	)		5,860		984		2,269

(a)  The 2004 periods include a one-time, after-tax gain of $3,083 due to sale of the interest in Heritage Propane Partners, L.P.

(b)  The 2004 periods include a one-time, after-tax benefit of $1,506 due to resolution of certain disproportionate sharing issues.

Forward-Looking Statement

This press release contains forward-looking statements. These statements are based on management’s current expectations and information currently available and are believed to be reasonable and are made in good faith. However, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the statements. Factors that may make the actual results differ from anticipated results include, but are not limited to, economic conditions; competition from other providers of similar products; and other uncertainties, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not rely on these forward-looking statements when making investment decisions. The words “expect,” “believe,” “project,” “anticipate,” “intend,” “should,” “could”, “will” and variations of such words and similar expressions are intended to identify forward-looking statements. We do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in Piedmont’s filings with the SEC on Forms 10-K and Forms 10-Q, which are available on the SEC’s website at http://www.sec.gov.

About Piedmont Natural Gas

Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 940,000 residential, commercial and industrial utility customers in North Carolina, South Carolina and Tennessee, including 60,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas marketing, interstate natural gas storage, intrastate natural gas transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com.

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EX-99.1

EX-99.1  Press Release

EX-99.2

EX-99.2  Press Release