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 have
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).
On October 24, 2015, the Company entered into an
Agreement and Plan of Merger (Merger Agreement) with Duke Energy Corporation (Duke Energy) and Forest Subsidiary, Inc. (Merger Sub), a new wholly owned subsidiary of Duke Energy. The Merger Agreement provides for the merger of the Merger Sub with
and into Piedmont, with Piedmont surviving as a wholly owned subsidiary of Duke Energy (the acquisition). At the effective time of the Acquisition, subject to receipt of required shareholder and regulatory approvals and meeting specified customary
closing conditions, each share of Piedmont common stock issued and outstanding immediately prior to the closing will be converted automatically into the right to receive $60 in cash per share, without interest, less any applicable withholding taxes.
Upon consummation of the Acquisition, Piedmont common stock will be delisted from the New York Stock Exchange.
Plan administration
: The Plan is
administered by the Benefits 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 funds. 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
5
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 1.
|
Description of the Plan (Continued)
|
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, 2015.
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 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 non-forfeitable 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. Effective September 2014, the loan policy was amended to allow for only one loan to be outstanding at a time. 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, 2015.
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.
The Plan was amended on December 15, 2014 to allow for Age 59
1
⁄
2
in-service withdrawals, effective January 1, 2015.
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.
6
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 2.
|
Summary of Significant Accounting Policies (Continued)
|
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 fund as well as the adjustment of the investment in the collective
investment trust fund 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.
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, 2015 and 2014.
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 funds 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 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.
7
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
Note 2.
|
Summary of Significant Accounting Policies (Continued)
|
The Plans Benefit Plan Committee determines the Plans valuation policies utilizing information
provided by its investment advisor and custodian.
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. Additionally, the Plan received revenue sharing income of $110,200
during 2015. This income is reflected as an addition to the investment return for such investments.
New Accounting Pronouncements
: In May 2015,
the FASB issued ASU 2015-7, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent). The ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. In
July 2015, the FASB issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965). The ASU is effective for fiscal years beginning after
December 15, 2015, with early adoption permitted. The Plans Benefit Plan Committee is still determining the impact to the Plan of these two ASUs but expects that it will be limited to certain investment disclosures and will not impact the
financial statements.
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, 2015 or 2014. 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 filing date of this Form 11-K.
8
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
The Plans investments that represent 5% or more of net assets available for benefits
as of December 31, 2015 and 2014 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
2014
|
|
Wells Fargo Enhanced Stock Market Fund (N)
|
|
$
|
31,060,764
|
|
|
$
|
31,918,431
|
|
Wells Fargo Stable Return Fund (N)
|
|
$
|
38,024,330
|
|
|
$
|
39,491,792
|
|
American Europacific Growth Fund (A)
|
|
$
|
17,199,477
|
|
|
$
|
17,851,925
|
|
Dodge & Cox Stock Fund
|
|
$
|
21,602,639
|
|
|
$
|
22,978,730
|
|
Harbor Capital Appreciation Investment
|
|
$
|
24,291,363
|
|
|
$
|
22,661,979
|
|
Munder Mid-Cap Core Growth (A)
|
|
$
|
14,131,203
|
|
|
$
|
14,655,393
|
|
Dodge & Cox Income Fund
|
|
$
|
23,893,645
|
|
|
$
|
24,289,591
|
|
T. Rowe Price New Horizons Fund
|
|
$
|
12,472,882
|
|
|
|
|
*
|
Piedmont Natural Gas Stock Fund
|
|
$
|
14,208,966
|
|
|
|
|
*
|
*
|
This investment balance was less than five percent of net assets available for benefits during the respective period.
|
During 2015, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by
$4,259,202 as follows:
|
|
|
|
|
Collective Investment Trust Funds
|
|
$
|
1,161,193
|
|
Mutual Funds
|
|
|
(1,139,138
|
)
|
Common Stock Fund
|
|
|
4,237,147
|
|
|
|
|
|
|
|
|
$
|
4,259,202
|
|
|
|
|
|
|
The Plan invests in a fully benefit-responsive investment contract through the Wells Fargo Stable Return Fund in 2015 and
2014. 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, 2015 and 2014 was $38,024,330 and $39,491,792, respectively. The average yield earned based on
actual earnings was 1.6% and 1.3% for 2015 and 2014, 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 November 25, 2014, that the Plan was designed in accordance with the applicable regulations of the Internal Revenue Code (IRC). The Benefits 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 2012.
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 $221,333 for the year ended December 31, 2015 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, 2015 and 2014, the Plan held 388,919 and 400,969 units, respectively, of common stock of
the Company, the sponsoring employer, with a cost basis of $7,837,818 and $7,486,323, respectively, and fair value of $14,208,966 and $10,288,742, respectively.
10
Piedmont Natural Gas Company, Inc. 401(k) Plan
Notes to Financial Statements
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, 2015 and
2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
$
|
24,838,134
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
24,838,134
|
|
Small Cap
|
|
|
21,421,969
|
|
|
|
|
|
|
|
|
|
|
|
21,421,969
|
|
Mid Cap
|
|
|
21,044,868
|
|
|
|
|
|
|
|
|
|
|
|
21,044,868
|
|
Large Cap
|
|
|
45,894,002
|
|
|
|
|
|
|
|
|
|
|
|
45,894,002
|
|
Moderate Allocation
|
|
|
11,629,065
|
|
|
|
|
|
|
|
|
|
|
|
11,629,065
|
|
Bond funds - intermediate and inflation adjusted
|
|
|
27,733,560
|
|
|
|
|
|
|
|
|
|
|
|
27,733,560
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced stock
|
|
|
|
|
|
|
31,060,764
|
|
|
|
|
|
|
|
31,060,764
|
|
Stable Return
|
|
|
|
|
|
|
38,024,330
|
|
|
|
|
|
|
|
38,024,330
|
|
Common stock fund - energy
|
|
|
14,208,966
|
|
|
|
|
|
|
|
|
|
|
|
14,208,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
166,770,564
|
|
|
$
|
69,085,094
|
|
|
$
|
|
|
|
$
|
235,855,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
|
|
|
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
|
|
$
|
24,543,191
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
24,543,191
|
|
Small Cap
|
|
|
20,557,908
|
|
|
|
|
|
|
|
|
|
|
|
20,557,908
|
|
Mid Cap
|
|
|
21,789,996
|
|
|
|
|
|
|
|
|
|
|
|
21,789,996
|
|
Large Cap
|
|
|
45,640,709
|
|
|
|
|
|
|
|
|
|
|
|
45,640,709
|
|
Moderate Allocation
|
|
|
11,972,616
|
|
|
|
|
|
|
|
|
|
|
|
11,972,616
|
|
Bond funds - intermediate and inflation adjusted
|
|
|
28,033,415
|
|
|
|
|
|
|
|
|
|
|
|
28,033,415
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enhanced stock
|
|
|
|
|
|
|
31,918,431
|
|
|
|
|
|
|
|
31,918,431
|
|
Stable Return
|
|
|
|
|
|
|
39,491,792
|
|
|
|
|
|
|
|
39,491,792
|
|
Common stock fund - energy
|
|
|
10,288,742
|
|
|
|
|
|
|
|
|
|
|
|
10,288,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
162,826,577
|
|
|
$
|
71,410,223
|
|
|
$
|
|
|
|
$
|
234,236,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2015 and 2014 for the Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Estimated Using Net Asset Value per Share
December 31, 2015
|
Investment
|
|
Fair Value
|
|
|
Unfunded
Commitment
|
|
|
Redemption
Frequency
|
|
Other
Redemption
Restrictions
|
|
Redemption
Notice
Period
|
|
|
|
|
|
|
Collective investment trust fund-Stable (a)
|
|
$
|
38,024,330
|
|
|
$
|
|
|
|
Daily
|
|
Written notice
|
|
12 months
|
Collective investment trust fund-Enhanced Stock (b)
|
|
$
|
31,060,764
|
|
|
$
|
|
|
|
Daily
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Estimated Using Net Asset Value per Share
December 31, 2014
|
Investment
|
|
Fair Value
|
|
|
Unfunded
Commitment
|
|
|
Redemption
Frequency
|
|
Other
Redemption
Restrictions
|
|
Redemption
Notice
Period
|
|
|
|
|
|
|
Collective investment trust fund-Stable (a)
|
|
$
|
39,491,792
|
|
|
$
|
|
|
|
Daily
|
|
Written notice
|
|
12 months
|
Collective investment trust fund-Enhanced Stock (b)
|
|
$
|
31,918,431
|
|
|
$
|
|
|
|
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
|
|
|
|
2015
|
|
|
2014
|
|
Net assets available for benefits as presented in these financial statements
|
|
$
|
242,190,136
|
|
|
$
|
241,515,262
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
189,199
|
|
|
|
548,585
|
|
|
|
|
|
|
|
|
|
|
Net assets per the Form 5500
|
|
$
|
242,379,335
|
|
|
$
|
242,063,847
|
|
|
|
|
|
|
|
|
|
|
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,
2015
|
|
Total net increase per the financial statements
|
|
$
|
674,874
|
|
Change in adjustment from fair value to contract value for fully benefit-responsive investment
contracts
|
|
|
(359,386
|
)
|
|
|
|
|
|
Total net income per the Form 5500
|
|
$
|
315,488
|
|
|
|
|
|
|
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, 2015
Plan #007
EIN: 56-0556998
All investments are
participant-directed; therefore cost information has not been presented.