-----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, Jdyd3wCUG13jJQq7vvSOSfM8bEZbOOPYlACMeoIM3N7o/e05Cic/T0tTkjdieJEo R8jGZX++j3MRJ4Yn98czRA== 0000950144-05-002940.txt : 20050322 0000950144-05-002940.hdr.sgml : 20050322 20050322104735 ACCESSION NUMBER: 0000950144-05-002940 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050322 DATE AS OF CHANGE: 20050322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIEDMONT NATURAL GAS CO INC CENTRAL INDEX KEY: 0000078460 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 560556998 STATE OF INCORPORATION: NC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06196 FILM NUMBER: 05695766 BUSINESS ADDRESS: STREET 1: 1915 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043643120 MAIL ADDRESS: STREET 1: P.O. BOX 33068 CITY: CHARLOTTE STATE: NC ZIP: 28233 11-K 1 g93996e11vk.htm PIEDMONT NATURAL GAS COMPANY, INC. Piedmont Natural Gas Company, Inc.
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 11-K

For Annual Reports of
Employee Stock Purchase, Savings and Similar Plans
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2004

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition period from ____________ to ____________

Commission file number 1-6196

A. Full title of the plans and address of the plans, if different from that of the issuer named below:

Piedmont Natural Gas Company, Inc. Salary Investment Plan
Piedmont Natural Gas Company, Inc. Payroll Investment Plan

B. Name of issuer of the securities held pursuant to the plans and the address of its principal executive office:

Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211

 


 

Table of Contents

         
    Page  
Piedmont Natural Gas Company, Inc. Salary Investment Plan:
       
 
       
Cover Page
    1  
 
       
Report of Independent Registered Public Accounting Firm
    2  
 
       
Financial Statements as of and for the Years Ended September 30, 2004 and 2003:
       
 
       
Statements of Net Assets Available for Benefits
    3  
 
       
Statements of Changes in Net Assets Available for Benefits
    4  
 
       
Notes to Financial Statements
    5  
 
       
Supplemental Schedule as of September 30, 2004—
       
 
       
Form 5500, Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
    9  
 
       
Piedmont Natural Gas Company, Inc. Payroll Investment Plan:
       
 
       
Cover Page
    11  
 
       
Report of Independent Registered Public Accounting Firm
    12  
 
       
Financial Statements as of and for the Years Ended September 30, 2004 and 2003:
       
 
       
Statements of Net Assets Available for Benefits
    13  
 
       
Statements of Changes in Net Assets Available for Benefits
    14  
 
       
Notes to Financial Statements
    15  
 
       
Supplemental Schedule as of September 30, 2004—
       
 
       
Form 5500, Schedule H, Line 4i—Schedule of Assets (Held at End of Year)
    19  
 
       
Signature
    21  
 
       
Exhibit Index
    22  
     
NOTE:
  All other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 


 

Piedmont Natural Gas Company, Inc.
Salary Investment Plan

Financial Statements as of and for the Years
Ended September 30, 2004 and 2003,
Supplemental Schedule as of September 30, 2004
and Report of Independent Registered Public Accounting Firm

1


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Benefits Committee and
Participants in Piedmont Natural Gas Company, Inc.
     Salary Investment Plan

We have audited the accompanying statements of net assets available for benefits of Piedmont Natural Gas Company, Inc. Salary Investment Plan (the “Plan”) as of September 30, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 9, 2005

2


 

PIEDMONT NATURAL GAS COMPANY, INC.
SALARY INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 2004 AND 2003


                 
    2004     2003  
ASSETS:
               
Investments (Notes 1, 2, 3, and 6)
  $ 79,919,470     $ 64,050,090  
 
           
Receivables:
               
Employer’s contribution
          52,098  
Participants’ contributions
          115,270  
Due from broker for securities sold
    35,581       31,857  
 
           
 
               
Total receivables
    35,581       199,225  
Cash
    65,089        
 
           
 
               
Total assets
    80,020,140       64,249,315  
 
               
LIABILITY—Due to broker for securities purchased
    100,670       31,857  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 79,919,470     $ 64,217,458  
 
           

See notes to financial statements.

3


 

PIEDMONT NATURAL GAS COMPANY, INC.
SALARY INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED SEPTEMBER 30, 2004 and 2003


                 
    2004     2003  
ADDITIONS:
               
Investment income:
               
Net appreciation in fair value of investments (Notes 2 and 3)
  $ 7,434,991     $ 7,964,719  
Interest and dividends (Note 2)
    105,134       64,478  
 
           
 
               
Total investment income
    7,540,125       8,029,197  
 
           
Contributions:
               
Employer’s
    2,008,552       1,444,903  
Participants’
    4,424,362       3,494,629  
Participants’ rollovers
    2,896,613        
 
           
 
               
Total contributions
    9,329,527       4,939,532  
Transfer from other plan (Note 1)
    2,681,631        
 
           
 
               
Total additions
    19,551,283       12,968,729  
 
           
DEDUCTIONS:
               
Benefits paid to participants
    3,612,206       4,091,605  
Expenses (Notes 2 and 6)
    237,065       142,260  
 
           
 
               
Total deductions
    3,849,271       4,233,865  
 
           
 
               
NET INCREASE
    15,702,012       8,734,864  
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of year
    64,217,458       55,482,594  
 
           
 
               
End of year
  $ 79,919,470     $ 64,217,458  
 
           

See notes to financial statements.

4


 

PIEDMONT NATURAL GAS COMPANY, INC.
SALARY INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2004 AND 2003


1.   DESCRIPTION OF THE PLAN
 
    The following description of Piedmont Natural Gas Company, Inc. (the “Company”) Salary Investment 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 salaried and other non-bargaining unit 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, on and after October 1, 2001, the Plan consists of two portions, the employee stock ownership plan (“ESOP”) and savings portions; however, the Plan does not provide for additional ESOP contributions and all ESOP assets have been allocated to participants’ accounts. Participants can remain invested in the Company’s common stock or sell the common stock at any time and reinvest the proceeds in any of the investment options available in the Plan. Full-time salaried employees become eligible to participate in the Plan after they have completed six months of continuous service with the Company and attained age 18. The Benefits Committee of the Company controls and manages the operation and administration of the Plan. Wachovia Bank, N.A. (“Wachovia”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    On October 16, 2002, the Company agreed to purchase NCNG, a wholly owned subsidiary of Progress Energy, Inc. (“Progress Energy”). Upon the completion of the sale of NCNG to the Company on September 30, 2003, the Company agreed to provide employee benefits to eligible NCNG employees and retirees (and their beneficiaries and dependents) on terms that are “substantially equivalent” to those of similarly situated employees and retirees (and their beneficiaries and dependents) of the Company. Participants were given the options of leaving their account balances in the Progress Energy Savings and Stock Ownership Plan (which is frozen against further contributions, loans, or withdrawals) or transferring their entire account balances into the Plan. In November 2003, $2,545,307 was rolled over to the Plan from the Progress Energy Savings and Stock Ownership Plan.
 
    Contributions—Participants may contribute up to 50% of their pretax annual compensation, as defined in the Plan. Contributions are subject to certain Internal Revenue Code (“IRC”) limitations. The Company contributes 50% of the first 10% of base compensation that a participant contributes to the Plan. Additional amounts may be contributed at the discretion of the Company’s Board of Directors. There were no discretionary contributions during 2004 and 2003. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
 
    Participant Accounts—Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s 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 participant’s vested account.

5


 

    Investments—Participants direct the investment of their contributions into various investment options offered by the Plan. Currently, the Plan offers nine mutual funds, one common trust fund and one common stock fund as investment options for participants.
 
    Vesting—All participant and employer contributions and earnings thereon are fully vested and nonforfeitable upon allocation to the participants’ accounts.
 
    Participant Loans—Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balances, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at the average yield of five-year U.S. Treasury notes.
 
    Payment of Benefits—The vested balance of a participant’s 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. However, a participant who retires with an account balance of more than $15,000 may elect payment over a specified number of years under an annuity contract purchased from a life insurance company selected by the participant.
 
    Other—During 2004, account balances totaling $2,681,631, of participants in the Piedmont Natural Gas Company, Inc. Payroll Investment Plan who had moved from hourly positions to salaried positions, therefore becoming eligible to participate in the Plan, were transferred to the Plan.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
    Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. 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 in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
    Investment Valuation and Income Recognition—Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. Investments in common trust funds (“funds”) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the organization sponsoring such funds by dividing the funds’ net assets at fair value by the units outstanding at each valuation date. The investment in the common stock fund is valued at its quoted market price. Participant loans receivable are valued at cost plus accrued interest, which approximates fair value.
 
    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.
 
    Management fees and operating expenses charged to the Plan for investments in the mutual funds and common trust fund 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.

6


 

    Payment of Benefits—Benefits payments to participants are recorded upon distribution.
 
    Expenses—As provided by the plan document, administrative expenses (excluding certain trustee and fund management expenses) of the Plan are paid by the Company.
 
3.   INVESTMENTS
 
    The Plan’s investments that represent 5% or more of the Plan’s net assets available for benefits as of September 30, 2004 and 2003, are as follows:

                 
    2004     2003  
Enhanced Stock Market Fund of Wachovia—208,581 and 230,434 units, respectively
  $ 15,267,142     $ 14,708,478  
Piedmont Natural Gas Stock Fund—483,165 and 458,429 units, respectively
    7,085,127       5,987,307  
American Funds Growth Fund of America (A)—328,061 and 219,042 shares, respectively
    8,221,215       4,792,647  
INVESCO Dynamics Fund—436,551 shares
    **       5,653,341  
American Funds Balanced Fund (A)—394,375 and 368,934 shares, respectively
    6,897,608       5,880,814  
Gartmore Morley Stable Value Fund (A)—996,316 and 897,400 shares, respectively
    18,367,664       16,038,668  
Dodge & Cox Stock Fund—40,784 shares
    4,850,499       *  
Fidelity Advisor Series I Mid Cap Fund—217,453 shares
    4,907,909       *  
Evergreen Select Balanced Fund—348,755 shares
    4,080,851       *  
Evergreen Core Bond Fund (A)—326,242 shares
    *       3,694,331  

              * Represented less than 5% of the Plan’s net assets available for benefits as of this date.
            ** Not an investment option as of this date.

7


 

    During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

                 
    2004     2003  
Common trust fund—equity—
               
Enhanced Stock Market Fund of Wachovia
  $ 2,159,881     $ 520,296  
 
           
 
               
Common stock fund—
               
Piedmont Natural Gas Stock Fund
    749,237       728,206  
 
           
 
               
Mutual funds:
               
Balanced
    768,242       669,583  
Stable value
    609,047       289,492  
Bond
    122,598       363,010  
Equity
    2,678,336       5,371,444  
International equity
    347,650       22,688  
 
           
 
               
Total mutual funds
    4,525,873       6,716,217  
 
           
 
               
Total net appreciation in fair value of investments
  $ 7,434,991     $ 7,964,719  
 
           

4.   FEDERAL INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company by a letter dated November 4, 2003, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
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.
 
6.   RELATED PARTY TRANSACTIONS
 
    Certain plan investments are shares of mutual funds and units of participation in a common trust fund managed by Wachovia. Wachovia is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Wachovia for investment management services amounted to $84,138 and $72,282 for the years ended September 30, 2004 and 2003, respectively.
 
    At September 30, 2004 and 2003, the Plan held 483,165 and 458,429 units, respectively, of common stock of the Company, the sponsoring employer, with a cost basis of $5,495,424 and $4,842,294, respectively. During the years ended September 30, 2004 and 2003, the Plan recorded dividend income of $259,487 and $242,428, respectively.

******

8


 

SUPPLEMENTAL SCHEDULE OF SELECTED
FINANCIAL DATA

9


 

PIEDMONT NATURAL GAS COMPANY, INC.
SALARY INVESTMENT PLAN

FORM 5500, SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
SEPTEMBER 30, 2004


                     
        Description of Investment,            
        Including Maturity Date,            
    Identity of Issue, Borrower,   Rate of Interest, Collateral,       Current  
    Lessor or Similar Party   Par or Maturity Value   Cost   Value  
*
  Enhanced Stock Market Fund of Wachovia   Common trust fund   **   $ 15,267,142  
*
  Piedmont Natural Gas Stock Fund   Common stock fund   **     7,085,127  
  AIM Small Cap Growth Fund (A)   Mutual fund   **     1,538,832  
*
  Evergreen Special Values Fund (A)   Mutual fund   **     3,371,204  
  American Funds Growth Fund of America (A)   Mutual fund   **     8,221,215  
  American Funds Balanced Fund (A)   Mutual fund   **     6,897,608  
  Gartmore Morley Stable Value Fund (A)   Mutual fund   **     18,367,664  
  Dodge & Cox Stock Fund   Mutual fund   **     4,850,499  
  Fidelity Advisor Series I Mid Cap Fund   Mutual fund   **     4,907,909  
*
  Evergreen Select Balanced Fund   Mutual fund   **     4,080,851  
  Templeton Foreign Fund   Mutual fund   **     3,380,216  
*
  Various participants   Participant loans (at interest rates ranging from      4.00% to 8.53%)   **     1,951,203  
                 
 
  Total investments           $ 79,919,470  
                 

  * Permitted party-in-interest.
** Cost information is not required for participant-directed investments and, therefore, is not included.

10


 

Piedmont Natural Gas Company, Inc.
Payroll Investment Plan

Financial Statements as of and for the Years
Ended September 30, 2004 and 2003,
Supplemental Schedule as of September 30, 2004
and Report of Independent Registered Public Accounting Firm

11


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Benefits Committee and
Participants in Piedmont Natural Gas Company, Inc.
     Payroll Investment Plan

We have audited the accompanying statements of net assets available for benefits of Piedmont Natural Gas Company, Inc. Payroll Investment Plan (the “Plan”) as of September 30, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of September 30, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan’s management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 9, 2005

12


 

PIEDMONT NATURAL GAS COMPANY, INC.
PAYROLL INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
SEPTEMBER 30, 2004 AND 2003


                 
    2004     2003  
ASSETS:
               
Investments (Notes 1, 2, 3, and 6)
  $ 31,180,090     $ 30,281,283  
 
           
Receivables:
               
Employer’s contribution
          32,512  
Participants’ contributions
          68,888  
Due from broker for securities sold
    48,900        
 
           
 
               
Total receivables
    48,900       101,400  
Cash
          1,492  
 
           
 
               
Total assets
    31,228,990       30,384,175  
 
               
LIABILITY—Due to broker for securities purchased
    48,900       1,492  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 31,180,090     $ 30,382,683  
 
           

See notes to financial statements.

13


 

PIEDMONT NATURAL GAS COMPANY, INC.
PAYROLL INVESTMENT PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED SEPTEMBER 30, 2004 AND 2003


                 
    2004     2003  
ADDITIONS:
               
Investment income:
               
Net appreciation in fair value of investments (Notes 2 and 3)
  $ 2,877,644     $ 3,233,544  
Interest and dividends (Note 2)
    87,482       51,857  
 
           
Total investment income
    2,965,126       3,285,401  
 
           
 
               
Contributions:
               
Employer’s
    861,620       841,701  
Participants’
    1,829,531       1,993,287  
Participants’ rollovers
    1,300        
 
           
 
               
Total contributions
    2,692,451       2,834,988  
 
           
 
               
Total additions
    5,657,577       6,120,389  
 
           
 
               
DEDUCTIONS:
               
Benefits paid to participants
    2,058,718       1,082,855  
Transfer to other plan (Note 1)
    2,681,631        
Expenses (Notes 2 and 6)
    119,821       70,526  
 
           
 
               
Total deductions
    4,860,170       1,153,381  
 
           
 
               
NET INCREASE
    797,407       4,967,008  
 
               
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of year
    30,382,683       25,415,675  
 
           
 
               
End of year
  $ 31,180,090     $ 30,382,683  
 
           

See notes to financial statements.

14


 

PIEDMONT NATURAL GAS COMPANY, INC.
PAYROLL INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2004 AND 2003


1.   DESCRIPTION OF THE PLAN
 
    The following description of Piedmont Natural Gas Company, Inc. (the “Company”) Payroll Investment 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 bargaining unit hourly 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, on and after October 1, 2001, the Plan consists of two portions, the employee stock ownership plan (“ESOP”) and savings portions; however, the Plan does not provide for additional ESOP contributions and all ESOP assets have been allocated to participants’ accounts. Participants can remain invested in the Company’s common stock or sell the common stock at any time and reinvest the proceeds in any of the investment options available in the Plan. Full-time hourly employees become eligible to participate in the Plan after they have completed six months of continuous service with the Company and attained age 18. The Benefits Committee of the Company controls and manages the operation and administration of the Plan. Wachovia Bank, N.A. (“Wachovia”) serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
    Contributions—Participants may contribute up to 50% of their pretax annual compensation, as defined in the Plan. Contributions are subject to certain Internal Revenue Code (“IRC”) limitations. The Company contributes 50% of the first 10% of base compensation that a participant contributes to the Plan. Additional amounts may be contributed at the discretion of the Company’s Board of Directors. There were no discretionary contributions during 2004 and 2003. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.
 
    Participant Accounts—Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s 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 participant’s vested account.
 
    Investments—Participants direct the investment of their contributions into various investment options offered by the Plan. Currently, the Plan offers nine mutual funds, one common trust fund and one common stock fund as investment options for participants.
 
    Vesting—All participant and employer contributions and earnings thereon are fully vested and nonforfeitable upon allocation to the participants’ accounts.

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    Participant Loans—Participants may borrow from their fund accounts up to a maximum of $50,000 or 50% of their account balances, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at the average yield of five-year U.S. Treasury notes.
 
    Payment of Benefits—The vested balance of a participant’s 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. However, a participant who retires with an account balance of more than $15,000 may elect payment over a specified number of years under an annuity contract purchased from a life insurance company selected by the participant.
 
    Other—During 2004, account balances, totaling $2,681,631, of participants in the Plan who had moved from hourly positions to salaried positions, therefore becoming eligible to participate in the Piedmont Natural Gas Company, Inc. Salary Investment Plan (the “Salary Plan”), were transferred to the Salary Plan.
 
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
    Basis of Accounting—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
    Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. 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 in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
    Investment Valuation and Income Recognition—Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. Investments in common trust funds (“funds”) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the organization sponsoring such funds by dividing the funds’ net assets at fair value by the units outstanding at each valuation date. The investment in the common stock fund is valued at its quoted market price. Participant loans receivable are valued at cost plus accrued interest, which approximates fair value.
 
    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.
 
    Management fees and operating expenses charged to the Plan for investments in the mutual funds and common trust fund 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.
 
    Payment of Benefits—Benefits payments to participants are recorded upon distribution.
 
    Expenses—As provided by the plan document, administrative expenses (excluding certain trustee and fund management expenses) of the Plan are paid by the Company.

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3.   INVESTMENTS
 
    The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits as of September 30, 2004 and 2003, are as follows:

                 
    2004     2003  
Enhanced Stock Market Fund of Wachovia—98,867 and 123,826 units, respectively
  $ 7,236,604     $ 7,903,715  
American Funds Growth Fund of America (A)—86,542 shares
    2,168,742       *  
INVESCO Dynamics Fund—173,903 shares
    **       2,252,048  
American Funds Balanced Fund (A)—130,060 and 135,355 shares, respectively
    2,274,756       2,157,560  
Gartmore Morley Stable Value Fund (A)—484,080 and 573,643 shares, respectively
    8,924,305       10,252,359  
Fidelity Advisor Series I Fund—76,896 shares
    1,735,538       **  
Evergreen Select Balanced Fund—145,513 shares
    1,702,671       **  
Evergreen Core Bond Fund (A)—196,723 shares
    **       2,227,677  
Participant loans
    1,696,565       *  

              * Represented less than 5% of the Plan’s net assets available for benefits as of this date.
            ** Not an investment option as of this date.

    During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

                 
    2004     2003  
Common trust fund—equity—
               
Enhanced Stock Market Fund of Wachovia
  $ 1,099,591     $ 77,895  
 
           
Common stock fund—Piedmont Natural Gas Stock Fund
    128,809       137,909  
 
           
Mutual funds:
               
Balanced
    268,304       60,048  
Stable value
    324,938       219,418  
Bond
    55,513       179,246  
Equity
    885,960       2,553,873  
International equity
    114,529       5,155  
 
           
Total mutual funds
    1,649,244       3,017,740  
 
           
 
               
Total net appreciation in fair value of investments
  $ 2,877,644     $ 3,233,544  
 
           

4.   FEDERAL INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company by a letter dated November 4, 2003, that the Plan and related trust were designed in accordance with the applicable regulations of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
 
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.

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6.   RELATED PARTY TRANSACTIONS
 
    Certain plan investments are shares of mutual funds and units of participation in a common trust fund managed by Wachovia. Wachovia is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to Wachovia for investment management services amounted to $43,677 and $43,064 for the years ended September 30, 2004 and 2003, respectively.
 
    At September 30, 2004 and 2003, the Plan held 85,509 and 86,019 units, respectively, of common stock of the Company, the sponsoring employer, with a cost basis of $1,009,306 and $920,378, respectively. During the years ended September 30, 2004 and 2003, the Plan recorded dividend income of $49,074 and $46,463, respectively.

******

18


 

SUPPLEMENTAL SCHEDULE OF SELECTED
FINANCIAL DATA

19


 

PIEDMONT NATURAL GAS COMPANY, INC.
PAYROLL INVESTMENT PLAN

FORM 5500, SCHEDULE H, LINE 4i—SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
SEPTEMBER 30, 2004


                     
        Description of Investment,        
        Including Maturity Date,        
    Identity of Issue, Borrower,   Rate of Interest, Collateral,       Current
    Lessor, or Similar Party   Par or Maturity Value   Cost   Value
*
  Enhanced Stock Market Fund of Wachovia   Common trust fund   **   $ 7,236,604  
*
  Piedmont Natural Gas Stock Fund   Common stock fund   **     1,253,900  
  AIM Small-Cap Growth Fund (A)   Mutual fund   **     502,796  
*
  Evergreen Special Values Fund (A)   Mutual fund   **     1,244,640  
  American Funds Growth Fund of America (A)   Mutual fund   **     2,168,742  
  American Funds Balanced Fund (A)   Mutual fund   **     2,274,756  
  Gartmore Morley Stable Value Fund (A)   Mutual fund   **     8,924,305  
  Dodge & Cox Stock Fund   Mutual fund   **     1,356,566  
  Fidelity Advisor Series I Fund   Mutual fund   **     1,735,538  
*
  Evergreen Select Balanced Fund   Mutual fund   **     1,702,671  
  Templeton Foreign Fund   Mutual fund   **     1,083,007  
*
  Various participants   Participant loans (at interest rates ranging from      5.75% to 10.50%)   **     1,696,565  
                 
 
  Total investments           $ 31,180,090  
                 

  * Permitted party-in-interest.
** Cost information is not required for participant-directed investments and, therefore, is not included.

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SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Piedmont Natural Gas Company, Inc. Salary Investment Plan
(Name of Plan)

Piedmont Natural Gas Company, Inc. Payroll Investment Plan
(Name of Plan)

         
Date
  March 22, 2005   /s/ Kurt R. Hollar
       
      Kurt R. Hollar
      Director – Employee Benefits, Safety &
      Health Services and Plan Administrator

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Exhibit Index

     
23.1
  Consent of Independent Registered Public Accounting Firm – Piedmont Natural Gas Company, Inc. Salary Investment Plan
 
   
23.2
  Consent of Independent Registered Public Accounting Firm – Piedmont Natural Gas Company, Inc. Payroll Investment Plan

22

EX-23.1 2 g93996exv23w1.htm EX-23.1 Ex-23.1
 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-106268 and 333-111806 on Form S-3, and in Registration Statement Nos. 33-61093, 333-34433, 333-34435, 333-76138, and 333-76140 on Form S-8, of our report dated March 22, 2005, relating to the Piedmont Natural Gas Company, Inc. Salary Investment Plan appearing in this Annual Report on Form 11-K of Piedmont Natural Gas Company, Inc. for the year ended September 30, 2004.

/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 22, 2005

EX-23.2 3 g93996exv23w2.htm EX-23.2 Ex-23.2
 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-106268 and 333-111806 on Form S-3, and in Registration Statement Nos. 33-61093, 333-34433, 333-34435, 333-76138, and 333-76140 on Form S-8, of our report dated March 22, 2005, relating to the Piedmont Natural Gas Company, Inc. Payroll Investment Plan appearing in this Annual Report on Form 11-K of Piedmont Natural Gas Company, Inc. for the year ended September 30, 2004.

/s/ Deloitte & Touche LLP
Charlotte, North Carolina
March 22, 2005

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