Piedmont Natural Gas Company, Inc.
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(Exact name of registrant as specified in its charter)
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North Carolina
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56-0556998
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4720 Piedmont Row Drive, Charlotte, North Carolina
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28210
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(704) 364-3120
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Class
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Outstanding at December 12, 2014
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Common Stock, no par value
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78,638,925
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Piedmont Natural Gas Company, Inc.
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2014 FORM 10-K ANNUAL REPORT
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TABLE OF CONTENTS
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Page
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Part I.
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results
of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III.
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV.
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Item 15.
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Exhibits, Financial Statement Schedules
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Signatures
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Earnings
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Assets
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Before Taxes
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Regulated Utility
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96
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%
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86
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%
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Non-utility Activities:
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Regulated non-utility activities
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3
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%
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5
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%
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Unregulated non-utility activities
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1
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%
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9
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%
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Total non-utility activities
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4
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%
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14
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%
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2014
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2013
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Residential customers
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46
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%
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46
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%
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Commercial customers
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27
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%
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26
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%
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Large volume customers, including industrial, power generation and resale customers
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14
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%
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15
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%
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Secondary market activities
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12
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%
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12
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%
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Other sources
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1
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%
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1
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%
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Total
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100
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%
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100
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%
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2014
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2013
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2012
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Fixed margin (from margin decoupling in North Carolina, facilities charges to our
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customers, Tennessee and North Carolina IMRs in 2014 only and fixed-rate contracts)
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72
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%
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73
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%
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72
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%
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Semi-fixed margin (RSA in South Carolina and WNA in South Carolina and
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Tennessee)
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16
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%
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16
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%
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17
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%
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Volumetric or periodic renegotiation (including secondary marketing activity)
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12
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%
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11
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%
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11
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%
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Total
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100
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%
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100
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%
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100
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%
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2014
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2013
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2012
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2011
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2010
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||||||||||
Operating Revenues (in thousands):
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||||||||||||
Sales and Transportation:
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||||||||||
Residential
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$
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683,848
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$
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588,546
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$
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534,321
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$
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658,892
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$
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743,346
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Commercial
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397,004
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331,831
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301,013
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379,846
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428,085
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|||||
Industrial
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115,515
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113,182
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95,177
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104,774
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116,122
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|||||
Power Generation
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85,902
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64,109
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36,027
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28,969
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21,708
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For Resale
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9,587
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9,549
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9,512
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9,692
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11,061
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|||||
Total
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1,291,856
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1,107,217
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976,050
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1,182,173
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1,320,322
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Secondary Market Sales
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169,543
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164,130
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140,380
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244,824
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224,973
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|||||
Miscellaneous
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8,589
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6,882
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6,350
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6,908
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7,000
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|||||
Total
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$
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1,469,988
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$
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1,278,229
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$
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1,122,780
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$
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1,433,905
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$
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1,552,295
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||||||||||
Gas Volumes - Dekatherms (in thousands)
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System Throughput:
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Residential
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61,782
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55,283
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43,788
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57,778
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58,327
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|||||
Commercial
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44,259
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39,602
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33,774
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40,749
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39,994
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|||||
Industrial
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95,780
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95,019
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89,234
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90,842
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82,805
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|||||
Power Generation
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201,707
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190,862
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151,675
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83,522
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63,024
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|||||
For Resale
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7,174
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6,834
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5,829
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6,870
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8,465
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|||||
Total
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410,702
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387,600
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324,300
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279,761
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252,615
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|||||
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||||||||||
Secondary Market Sales
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20,516
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41,605
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48,373
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48,835
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46,823
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|||||
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||||||||||
Number of Customers Billed (12-month average):
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||||||||||||
Residential
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903,067
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890,887
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878,851
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871,401
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864,205
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|||||
Commercial
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97,288
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96,009
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95,100
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94,485
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94,287
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|||||
Industrial
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2,279
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2,271
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2,265
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2,265
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2,273
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|||||
Power Generation
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25
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24
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22
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22
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20
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|||||
For Resale
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16
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15
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15
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15
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16
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|||||
Total
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1,002,675
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989,206
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976,253
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968,188
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960,801
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|||||
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||||||||||
Cost of Gas (in thousands):
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||||||||||
Natural Gas Commodity Costs
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$
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621,604
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$
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526,703
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$
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379,145
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$
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666,930
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$
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753,529
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Capacity Demand Charges
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144,313
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151,369
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129,090
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136,139
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127,137
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|||||
Natural Gas Withdrawn From
|
|
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||||||||||
(Injected Into) Storage, net
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(13,578
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)
|
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(5,867
|
)
|
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27,580
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|
|
11,362
|
|
|
5,293
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|
|||||
Regulatory Charges (Credits), net
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27,441
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(15,466
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)
|
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11,519
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|
|
45,835
|
|
|
113,744
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|||||
Total
|
|
$
|
779,780
|
|
|
$
|
656,739
|
|
|
$
|
547,334
|
|
|
$
|
860,266
|
|
|
$
|
999,703
|
|
|
|
|
|
|
|
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|
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|
||||||||||
Supply Available for Distribution (dekatherms in thousands):
|
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||||||||||||||
Natural Gas Purchased
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134,986
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|
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142,884
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132,426
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|
155,550
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|
|
157,021
|
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|||||
Transportation Gas
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299,166
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|
|
287,980
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|
235,474
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|
|
175,005
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|
|
147,038
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|
|||||
Natural Gas Withdrawn From
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Injected Into) Storage, net
|
|
(1,232
|
)
|
|
(509
|
)
|
|
(378
|
)
|
|
196
|
|
|
(1,309
|
)
|
|||||
Company Use
|
|
(731
|
)
|
|
(369
|
)
|
|
(296
|
)
|
|
(309
|
)
|
|
(282
|
)
|
|||||
Total
|
|
432,189
|
|
|
429,986
|
|
|
367,226
|
|
|
330,442
|
|
|
302,468
|
|
|
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Percent
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|||
|
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2014
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|
2013
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|
Change
|
|||
Residential new home construction
|
|
11,659
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|
|
10,299
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|
13.2
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%
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Residential conversion
|
|
2,814
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|
|
2,463
|
|
|
14.3
|
%
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Commercial
|
|
1,763
|
|
|
1,512
|
|
|
16.6
|
%
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Industrial
|
|
15
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|
|
19
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|
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(21.1
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)%
|
Total new customers
|
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16,251
|
|
|
14,293
|
|
|
13.7
|
%
|
Williams – Transco
|
632,200
|
|
Kinder Morgan – Tennessee Pipeline
|
74,100
|
|
Spectra – Texas Eastern (partially through East Tennessee and Transco)
|
36,700
|
|
Oneok – Midwestern (through either Tennessee, Columbia Gulf, East Tennessee or Transco)
|
120,000
|
|
NiSource – Columbia Gas (through Transco and Columbia Gulf)
|
42,800
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|
NiSource – Columbia Gulf
|
41,000
|
|
Total
|
946,800
|
|
Piedmont Liquefied Natural Gas (LNG)
|
270,000
|
|
*
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Pine Needle LNG (through Transco)
|
263,400
|
|
|
Williams – Transco Storage
|
86,100
|
|
|
NiSource – Columbia Gas Storage
|
96,400
|
|
|
Hardy Storage (through Columbia Gas and Transco)
|
68,800
|
|
|
Kinder Morgan – Tennessee Pipeline
|
55,900
|
|
|
Total
|
840,600
|
|
|
2014
|
|
High
|
|
|
Low
|
|
|
2013
|
|
High
|
|
|
Low
|
|
||||
Quarter ended:
|
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|
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|
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Quarter ended:
|
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|
|
|
||||||||
January 31
|
|
$
|
34.18
|
|
|
$
|
31.94
|
|
|
January 31
|
|
$
|
33.10
|
|
|
$
|
28.51
|
|
April 30
|
|
36.55
|
|
|
32.12
|
|
|
April 30
|
|
34.92
|
|
|
31.73
|
|
||||
July 31
|
|
37.86
|
|
|
34.30
|
|
|
July 31
|
|
35.53
|
|
|
32.39
|
|
||||
October 31
|
|
38.36
|
|
|
33.38
|
|
|
October 31
|
|
35.05
|
|
|
31.56
|
|
|
|
Dividends Paid
|
|
|
|
Dividends Paid
|
||||
2014
|
|
Per Share
|
|
2013
|
|
Per Share
|
||||
Quarter ended:
|
|
|
|
|
Quarter ended:
|
|
|
|
||
January 31
|
|
31
|
|
¢
|
|
January 31
|
|
30
|
|
¢
|
April 30
|
|
32
|
|
¢
|
|
April 30
|
|
31
|
|
¢
|
July 31
|
|
32
|
|
¢
|
|
July 31
|
|
31
|
|
¢
|
October 31
|
|
32
|
|
¢
|
|
October 31
|
|
31
|
|
¢
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program
|
|
Maximum Number
of Shares that May
Yet be Purchased
Under the Program
(1)
|
Beginning of the period
|
|
|
|
|
|
|
|
2,910,074
|
8/1/14 – 8/31/14
|
|
—
|
|
—
|
|
—
|
|
2,910,074
|
9/1/14 – 9/30/14
|
|
—
|
|
—
|
|
—
|
|
2,910,074
|
10/1/14 – 10/31/14
|
|
—
|
|
—
|
|
—
|
|
2,910,074
|
|
|
|
|
|
|
|
|
|
Total
|
|
—
|
|
—
|
|
—
|
|
|
(1)
|
The Common Stock Open Market Purchase Program was approved by the Board of Directors and announced on June 4, 2004 to purchase up to three million shares of common stock for reissuance under our dividend reinvestment and stock purchase, employee stock purchase and incentive compensation plans. On December 16, 2005, the Board of Directors approved an increase in the number of shares in this program from three million to six million to reflect the two-for-one stock split in 2004. On that date, the Board also approved an amendment of the Common Stock Open Market Purchase Program to provide for the purchase of up to four million additional shares of common stock to maintain our debt-to-equity capitalization ratios at target levels. The additional four million shares were referred to as our accelerated share repurchase (ASR) program. On March 6, 2009, the Board of Directors authorized the repurchase of up to an additional four million shares under the Common Stock Open Market Purchase Program and the ASR program, which were consolidated.
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||||
Piedmont
|
|
$
|
100
|
|
|
$
|
132
|
|
|
$
|
152
|
|
|
$
|
154
|
|
|
$
|
171
|
|
|
$
|
198
|
|
LDC Peer Group
|
|
100
|
|
|
129
|
|
|
156
|
|
|
167
|
|
|
201
|
|
|
236
|
|
||||||
S&P 500 Index
|
|
100
|
|
|
117
|
|
|
126
|
|
|
145
|
|
|
185
|
|
|
216
|
|
In thousands, except per share amounts
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Operating Revenues
|
|
$
|
1,469,988
|
|
|
$
|
1,278,229
|
|
|
$
|
1,122,780
|
|
|
$
|
1,433,905
|
|
|
$
|
1,552,295
|
|
Margin (operating revenues less cost of gas)
|
|
$
|
690,208
|
|
|
$
|
621,490
|
|
|
$
|
575,446
|
|
|
$
|
573,639
|
|
|
$
|
552,592
|
|
Net Income
|
|
$
|
143,801
|
|
|
$
|
134,417
|
|
|
$
|
119,847
|
|
|
$
|
113,568
|
|
|
$
|
141,954
|
|
Earnings per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.85
|
|
|
$
|
1.80
|
|
|
$
|
1.67
|
|
|
$
|
1.58
|
|
|
$
|
1.96
|
|
Diluted
|
|
$
|
1.84
|
|
|
$
|
1.78
|
|
|
$
|
1.66
|
|
|
$
|
1.57
|
|
|
$
|
1.96
|
|
Cash Dividends per Share of Common Stock
|
|
$
|
1.27
|
|
|
$
|
1.23
|
|
|
$
|
1.19
|
|
|
$
|
1.15
|
|
|
$
|
1.11
|
|
Total Assets
|
|
$
|
4,784,253
|
|
|
$
|
4,368,609
|
|
|
$
|
3,769,939
|
|
|
$
|
3,242,541
|
|
|
$
|
3,053,275
|
|
Long-Term Debt (less current maturities)
|
|
$
|
1,424,430
|
|
|
$
|
1,174,857
|
|
|
$
|
975,000
|
|
|
$
|
675,000
|
|
|
$
|
671,922
|
|
•
|
Economic conditions in our markets
|
•
|
Wholesale price of natural gas
|
•
|
Availability of adequate interstate pipeline transportation capacity and natural gas supply
|
•
|
Regulatory actions at the state level that impact our ability to earn a reasonable rate of return and fully recover our operating costs on a timely basis
|
•
|
Competition from other companies that supply energy
|
•
|
Changes in the regional economies, politics, regulations and weather patterns of the three states in which our operations are concentrated
|
•
|
Costs of complying or effect of noncompliance with state and federal laws and regulations that are applicable to us
|
•
|
Effect of climate change, carbon neutral or energy efficiency legislation or regulations on costs and market opportunities
|
•
|
Changes in local building codes or appliance standards
|
•
|
Weather conditions
|
•
|
Operational interruptions to our gas distribution and transmission activities
|
•
|
Inability to complete necessary or desirable pipeline expansion or infrastructure development projects
|
•
|
Elevated levels of capital expenditures
|
•
|
Changes to our credit ratings
|
•
|
Availability and cost of capital
|
•
|
Federal and state fiscal, tax and monetary policies
|
•
|
Ability to generate sufficient cash flows to meet all our cash needs
|
•
|
Ability to satisfy all of our outstanding debt obligations
|
•
|
Ability of counterparties to meet their obligations to us
|
•
|
Costs of providing pension benefits
|
•
|
Earnings from the joint venture businesses in which we invest
|
•
|
Ability to attract and retain professional and technical employees
|
•
|
Cybersecurity breaches or failure of technology systems
|
•
|
Ability to obtain and maintain sufficient insurance
|
•
|
Change in number of outstanding shares
|
Comprehensive Income Statements Components
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
Percent Change
|
||||||||||
|
|
|
|
|
|
|
|
2014 vs.
|
|
2013 vs.
|
||||||||
In thousands, except per share amounts
|
|
2014
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Operating Revenues
|
|
$
|
1,469,988
|
|
|
$
|
1,278,229
|
|
|
$
|
1,122,780
|
|
|
15.0
|
%
|
|
13.8
|
%
|
Cost of Gas
|
|
779,780
|
|
|
656,739
|
|
|
547,334
|
|
|
18.7
|
%
|
|
20.0
|
%
|
|||
Margin
|
|
690,208
|
|
|
621,490
|
|
|
575,446
|
|
|
11.1
|
%
|
|
8.0
|
%
|
|||
Operations and Maintenance
|
|
270,877
|
|
|
253,120
|
|
|
242,599
|
|
|
7.0
|
%
|
|
4.3
|
%
|
|||
Depreciation
|
|
118,996
|
|
|
112,207
|
|
|
103,192
|
|
|
6.1
|
%
|
|
8.7
|
%
|
|||
General Taxes
|
|
37,294
|
|
|
34,635
|
|
|
34,831
|
|
|
7.7
|
%
|
|
(0.6
|
)%
|
|||
Utility Income Taxes
|
|
83,176
|
|
|
77,334
|
|
|
69,101
|
|
|
7.6
|
%
|
|
11.9
|
%
|
|||
Total Operating Expenses
|
|
510,343
|
|
|
477,296
|
|
|
449,723
|
|
|
6.9
|
%
|
|
6.1
|
%
|
|||
Operating Income
|
|
179,865
|
|
|
144,194
|
|
|
125,723
|
|
|
24.7
|
%
|
|
14.7
|
%
|
|||
Other Income (Expense), net of tax
|
|
18,622
|
|
|
15,161
|
|
|
14,221
|
|
|
22.8
|
%
|
|
6.6
|
%
|
|||
Utility Interest Charges
|
|
54,686
|
|
|
24,938
|
|
|
20,097
|
|
|
119.3
|
%
|
|
24.1
|
%
|
|||
Net Income
|
|
$
|
143,801
|
|
|
$
|
134,417
|
|
|
$
|
119,847
|
|
|
7.0
|
%
|
|
12.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Shares of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
77,883
|
|
|
74,884
|
|
|
71,977
|
|
|
4.0
|
%
|
|
4.0
|
%
|
|||
Diluted
|
|
78,193
|
|
|
75,333
|
|
|
72,278
|
|
|
3.8
|
%
|
|
4.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.85
|
|
|
$
|
1.80
|
|
|
$
|
1.67
|
|
|
2.8
|
%
|
|
7.8
|
%
|
Diluted
|
|
$
|
1.84
|
|
|
$
|
1.78
|
|
|
$
|
1.66
|
|
|
3.4
|
%
|
|
7.2
|
%
|
Margin by Customer Class
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
In thousands
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Sales and Transportation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential
|
|
$
|
348,782
|
|
|
51
|
%
|
|
$
|
331,920
|
|
|
54
|
%
|
|
$
|
321,056
|
|
|
56
|
%
|
Commercial
|
|
169,442
|
|
|
25
|
%
|
|
155,065
|
|
|
25
|
%
|
|
150,306
|
|
|
26
|
%
|
|||
Industrial
|
|
50,889
|
|
|
7
|
%
|
|
52,268
|
|
|
8
|
%
|
|
46,993
|
|
|
8
|
%
|
|||
Power Generation
|
|
77,573
|
|
|
11
|
%
|
|
56,312
|
|
|
9
|
%
|
|
32,289
|
|
|
6
|
%
|
|||
For Resale
|
|
8,819
|
|
|
1
|
%
|
|
7,477
|
|
|
1
|
%
|
|
7,465
|
|
|
1
|
%
|
|||
Total
|
|
655,505
|
|
|
95
|
%
|
|
603,042
|
|
|
97
|
%
|
|
558,109
|
|
|
97
|
%
|
|||
Secondary Market Sales
|
|
25,414
|
|
|
4
|
%
|
|
8,979
|
|
|
1
|
%
|
|
9,681
|
|
|
2
|
%
|
|||
Miscellaneous
|
|
9,289
|
|
|
1
|
%
|
|
9,469
|
|
|
2
|
%
|
|
7,656
|
|
|
1
|
%
|
|||
Total
|
|
$
|
690,208
|
|
|
100
|
%
|
|
$
|
621,490
|
|
|
100
|
%
|
|
$
|
575,446
|
|
|
100
|
%
|
Gas Deliveries, Customers, Weather Statistics and Number of Employees
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
Percent Change
|
|||||||
|
|
|
|
|
|
|
|
2014 vs.
|
|
2013 vs.
|
|||||
|
|
2014
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|||||
Deliveries in Dekatherms (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential
|
|
61,782
|
|
|
55,283
|
|
|
43,788
|
|
|
11.8
|
%
|
|
26.3
|
%
|
Commercial
|
|
44,259
|
|
|
39,602
|
|
|
33,774
|
|
|
11.8
|
%
|
|
17.3
|
%
|
Industrial
|
|
95,780
|
|
|
95,019
|
|
|
89,234
|
|
|
0.8
|
%
|
|
6.5
|
%
|
Power Generation
|
|
201,707
|
|
|
190,862
|
|
|
151,675
|
|
|
5.7
|
%
|
|
25.8
|
%
|
For Resale
|
|
7,174
|
|
|
6,834
|
|
|
5,829
|
|
|
5.0
|
%
|
|
17.2
|
%
|
Throughput
|
|
410,702
|
|
|
387,600
|
|
|
324,300
|
|
|
6.0
|
%
|
|
19.5
|
%
|
Secondary Market Volumes
|
|
20,516
|
|
|
41,605
|
|
|
48,373
|
|
|
(50.7
|
)%
|
|
(14.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Customers Billed (at period end)
|
|
992,551
|
|
|
979,909
|
|
|
969,239
|
|
|
1.3
|
%
|
|
1.1
|
%
|
Gross Residential, Commercial and Industrial Customer Additions
|
|
16,251
|
|
|
14,293
|
|
|
13,274
|
|
|
13.7
|
%
|
|
7.7
|
%
|
Degree Days
|
|
|
|
|
|
|
|
|
|
|
|||||
Actual
|
|
3,543
|
|
|
3,336
|
|
|
2,668
|
|
|
6.2
|
%
|
|
25.0
|
%
|
Normal
|
|
3,265
|
|
|
3,276
|
|
|
3,310
|
|
|
(0.3
|
)%
|
|
(1.0
|
)%
|
Percent colder (warmer) than normal
|
|
8.5
|
%
|
|
1.8
|
%
|
|
(19.4
|
)%
|
|
n/a
|
|
|
n/a
|
|
Number of Employees (at period end)
|
|
1,879
|
|
|
1,795
|
|
|
1,752
|
|
|
4.7
|
%
|
|
2.5
|
%
|
•
|
In November 2013, we entered into an agreement with our revolving credit facility lenders that increased our borrowing capacity to $850 million.
|
•
|
In December 2013, we repaid the balance of $100 million of our 5% medium-term notes as they became due.
|
•
|
In December 2013, we issued 1.6 million shares under forward sale agreements (FSAs) entered into in February 2013, receiving proceeds of $47.3 million.
|
•
|
In September 2014, we issued $250 million of twenty-year, unsecured senior notes, receiving net proceeds of $247.7 million, net of debt issuance costs.
|
|
|
|
|
|
|
Percent
|
|||
|
|
2014
|
|
2013
|
|
Change
|
|||
Residential new home construction
|
|
11,659
|
|
|
10,299
|
|
|
13.2
|
%
|
Residential conversion
|
|
2,814
|
|
|
2,463
|
|
|
14.3
|
%
|
Commercial
|
|
1,763
|
|
|
1,512
|
|
|
16.6
|
%
|
Industrial
|
|
15
|
|
|
19
|
|
|
(21.1
|
)%
|
Total new customers
|
|
16,251
|
|
|
14,293
|
|
|
13.7
|
%
|
•
|
Promote the benefits of natural gas,
|
•
|
Expand our core natural gas and complementary energy-related businesses to enhance shareholder value,
|
•
|
Be the energy service provider of choice,
|
•
|
Achieve excellence in customer service every time,
|
•
|
Preserve financial strength and flexibility,
|
•
|
Execute sustainable business practices, and
|
•
|
Enhance our healthy, high performance culture.
|
Changes in Operating Revenue - Increase (Decrease)
|
||||||||
|
|
2014 vs.
|
|
2013 vs.
|
||||
In millions
|
|
2013
|
|
2012
|
||||
Residential and commercial customers
|
|
$
|
201.5
|
|
|
$
|
136.2
|
|
Industrial customers
|
|
1.4
|
|
|
18.0
|
|
||
Power generation customers
|
|
21.8
|
|
|
28.1
|
|
||
Secondary market
|
|
5.4
|
|
|
23.8
|
|
||
Margin decoupling mechanism
|
|
(39.4
|
)
|
|
(40.8
|
)
|
||
WNA mechanisms
|
|
(11.4
|
)
|
|
(10.4
|
)
|
||
IMR mechanisms
|
|
10.7
|
|
|
—
|
|
||
Other
|
|
1.8
|
|
|
0.5
|
|
||
Total
|
|
$
|
191.8
|
|
|
$
|
155.4
|
|
•
|
Residential and commercial customers – the increase is primarily due to higher consumption from colder weather, higher wholesale gas costs passed through to customers and customer growth.
|
•
|
Industrial customers – the increase is primarily due to higher consumption from colder weather and higher wholesale gas costs passed through to customers, slightly offset by decreased transportation revenues.
|
•
|
Power generation customers – the increase is primarily due to increased transportation services.
|
•
|
Secondary market – the increase is due to higher margin sales related to sustained colder-than-normal weather and increased wholesale market volatility. Secondary market transactions consist of off-system sales and capacity release and asset management arrangements and are part of our regulatory gas supply management program with regulatory approved sharing mechanisms between our utility customers and our shareholders.
|
•
|
Margin decoupling mechanism – the decrease is primarily related to colder weather in North Carolina. As discussed in “Financial Condition and Liquidity,” the margin decoupling mechanism in North Carolina adjusts for variations in residential and commercial use per customer, including those due to weather and conservation.
|
•
|
Weather normalization adjustment (WNA) mechanisms – the decrease is due to colder weather in South Carolina and Tennessee. As discussed in “Financial Condition and Liquidity,” the WNA mechanisms partially offset the impact of colder- or warmer-than-normal weather on bills rendered.
|
•
|
IMR mechanisms – the increase is due to the IMR rate adjustments in Tennessee effective January 1, 2014 and North Carolina effective February 1, 2014.
|
•
|
Residential and commercial customers – the increase is primarily due to colder weather, customer growth and higher wholesale gas costs passed through to customers.
|
•
|
Industrial customers – the increase is primarily due to colder weather and customer growth.
|
•
|
Power generation customers – the increase is primarily due to increased transportation services due to new contracts that began in June 2012 and June 2013.
|
•
|
Secondary market – the increase is primarily due to higher commodity gas costs, partially offset by decreased activity.
|
•
|
Margin decoupling mechanism – the decrease is due to colder weather in North Carolina.
|
•
|
WNA mechanisms – the decrease is due to colder weather in South Carolina and Tennessee.
|
Changes in Cost of Gas - Increase (Decrease)
|
||||||||
|
|
2014 vs.
|
|
2013 vs.
|
||||
In millions
|
|
2013
|
|
2012
|
||||
Commodity gas costs passed through to sales customers
|
|
$
|
137.5
|
|
|
$
|
96.8
|
|
Commodity gas costs in secondary market transactions
|
|
(11.0
|
)
|
|
24.5
|
|
||
Pipeline demand charges
|
|
(7.1
|
)
|
|
22.3
|
|
||
Regulatory approved gas cost mechanisms
|
|
3.6
|
|
|
(34.2
|
)
|
||
Total
|
|
$
|
123.0
|
|
|
$
|
109.4
|
|
•
|
Commodity gas costs passed through to sales customers – the increase is primarily due to higher volumes sold due to colder weather and higher wholesale gas costs passed through to sales customers.
|
•
|
Commodity gas costs in secondary market transactions – the decrease is primarily due to decreased activity, partially offset by higher average wholesale gas costs.
|
•
|
Pipeline demand charges – the decrease is due to decreased demand costs and increased capacity release revenues, slightly offset by decreased asset manager payments.
|
•
|
Regulatory approved gas cost mechanisms – the increase is primarily due to demand cost true-ups, slightly offset by other regulatory mechanisms.
|
•
|
Commodity gas costs passed through to sales customers – the increase is primarily due to higher volumes sold due to colder weather and slightly higher wholesale gas costs passed through to sales customers.
|
•
|
Commodity gas costs in secondary market transactions – the increase is primarily due to increased average wholesale gas costs, partially offset by decreased activity.
|
•
|
Pipeline demand charges – the increase is primarily due to increased demand costs, decreased asset manager payments and decreased capacity release revenues.
|
•
|
Regulatory approved gas cost mechanisms – the decrease is primarily due to commodity gas cost true-ups.
|
•
|
Residential and commercial customers – the increase is primarily due to the general rate increase in North Carolina effective January 1, 2014, the IMR rate adjustments mentioned above, customer growth in all three states and increased volumes delivered in South Carolina and Tennessee due to colder weather.
|
•
|
Power generation customers – the increase is primarily due to increased transportation services.
|
•
|
Secondary market activity – the increase is primarily due to higher margin sales related to increased wholesale market volatility and sustained colder-than-normal weather.
|
•
|
Residential and commercial customers – the increase is primarily due to increased volumes delivered due to colder weather, customer growth in all three states and the general rate increase in Tennessee, effective March 1, 2012.
|
•
|
Industrial customers – the increase is primarily due to higher consumption in the industrial market from colder weather and customer growth.
|
•
|
Power generation customers – the increase is primarily due to increased transportation services due to new contracts placed in service in June 2012 and June 2013.
|
•
|
Secondary market activity – the decrease is primarily due to lower commodity gas price volatility and decreased activity.
|
Changes in Operations and Maintenance Expenses - Increase (Decrease)
|
||||||||
|
|
2014 vs.
|
|
2013 vs.
|
||||
In millions
|
|
2013
|
|
2012
|
||||
Payroll
|
|
$
|
9.6
|
|
|
$
|
1.8
|
|
Regulatory
|
|
4.2
|
|
|
1.0
|
|
||
Bad debt
|
|
2.1
|
|
|
1.4
|
|
||
Contract labor
|
|
1.9
|
|
|
2.4
|
|
||
Employee benefits
|
|
(0.3
|
)
|
|
(1.1
|
)
|
||
Other
|
|
0.3
|
|
|
5.0
|
|
||
Total
|
|
$
|
17.8
|
|
|
$
|
10.5
|
|
•
|
Payroll – the increase is primarily due to additional employees, employee overtime because of colder-than-normal winter weather and incentive plan accruals.
|
•
|
Regulatory – the increase is primarily due to increased amortization of regulatory assets with approved amortization amounts established in the North Carolina general rate proceeding, effective January 1, 2014, and an increase in the North Carolina regulatory fee due to increased revenues.
|
•
|
Bad debt – the increase is primarily due to a higher level of net charge-offs from customer receivables due to the colder weather experienced this past winter and increased accruals to reflect higher aging receivables.
|
•
|
Contract labor – the increase is primarily due to increased call volume and collection efforts for customer receivables resulting from the colder winter, increased process improvement projects and pipeline integrity maintenance and safety programs.
|
•
|
Contract labor – the increase is primarily due to increased process improvement projects and pipeline integrity, maintenance and safety programs.
|
•
|
Payroll – the increase is due to increases in incentive plan accruals.
|
•
|
Bad debt – the increase is primarily due to a higher level of projected charge-offs due to higher bills.
|
•
|
Regulatory – the increase is primarily due to amortization of regulatory assets with new amortization amounts established in the Tennessee general rate proceeding effective in March 2012.
|
•
|
Employee benefits – the decrease is primarily due to reduced group medical insurance expense from lower claims and a regulatory pension deferral in Tennessee in 2013 related to the funding of the defined benefit plan in November 2012 compared to no plan funding in the prior year, partially offset by an increase in pension expense.
|
•
|
Income from equity method investments from SouthStar – the increase is primarily due to the expansion of the business into Illinois markets beginning in September 2013, and favorable weather and customer usage in Georgia, partially offset by higher general and administrative expenses. For further information on the contribution of the Illinois business to SouthStar and our cash contribution in our equity method investment, see
Note 12
to the consolidated financial statements in this Form 10-K.
|
•
|
Income from equity method investments from Constitution – the increase is primarily due to higher capitalized interest associated with increased capital expenditures on the project.
|
•
|
Non-operating income – the decrease is primarily due to a $2 million write-off of an investment that we accounted for on the cost basis. This investment was presented in “Other noncurrent assets” in “Noncurrent Assets” in the Condensed Consolidated Balance Sheets.
|
•
|
Income from equity method investments from SouthStar – the increase is primarily due to higher average customer usage from colder weather compared to the prior year, net of weather derivatives, the recording of a lower of cost or market inventory adjustment in the prior year and new margin from the Illinois business that was contributed to the venture with our sharing beginning in September 2013, partially offset by higher gas costs, increased operating expenses and lower retail price spreads.
|
•
|
Income from equity method investments from Constitution – the increase is primarily due to recording earnings of $1
|
•
|
Non-operating income – the increase is primarily due to a $.7 million increase in non-regulated business income plus a gain from a land retirement.
|
•
|
Non-operating expense – the increase is primarily due to $1.8 million of cumulative amortization of non-land costs related to the allowed deferral of a regulatory asset for certain non-real estate costs, construction of which was suspended in March 2009, as included in the 2013 settlement agreement with the NCUC Public Staff. We had a balance of $6.7 million of capital costs held in “Plant held for future use” comprised of $3.2 million in land costs and $3.5 million in non-land development costs. Under the NCUC approved settlement of the 2013 North Carolina general rate proceeding, we agreed to the amortization and collection of $1.2 million of the non-real estate costs to be amortized over 38 months beginning January 1, 2014, which we recorded as a regulatory asset along with a portion of the costs that we allocated to South Carolina operations. In addition, charitable contributions increased $.8 million primarily due to the funding of our charitable foundation.
|
Changes in Utility Interest Charges - Increase (Decrease)
|
||||||||
|
|
2014 vs.
|
|
2013 vs.
|
||||
In millions
|
|
2013
|
|
2012
|
||||
Borrowed AFUDC
|
|
$
|
14.5
|
|
|
$
|
(5.8
|
)
|
Regulatory interest expense, net
|
|
8.1
|
|
|
0.1
|
|
||
Interest expense on long-term debt
|
|
7.4
|
|
|
12.7
|
|
||
Interest expense on short-term debt
|
|
(0.4
|
)
|
|
(1.5
|
)
|
||
Other
|
|
0.1
|
|
|
(0.7
|
)
|
||
Total
|
|
$
|
29.7
|
|
|
$
|
4.8
|
|
•
|
Borrowed AFUDC – the increase is due to a decrease in capitalized interest on a lower base of construction expenditures in the current period resulting from the timing of projects being placed into service.
|
•
|
Regulatory interest expense, net – the increase is primarily due to the recording of interest expense on amounts due to customers compared with the recording of interest income in the prior year on amounts due from customers.
|
•
|
Interest expense on long-term debt – the increase is primarily due to higher amounts of debt outstanding in the current periods.
|
•
|
Interest expense on long-term debt – the increase is primarily due to the issuance of debt in
2013
and a full year of interest expense on the debt issued in
2012
.
|
•
|
Borrowed AFUDC – the decrease is due to an increase in capitalized interest primarily resulting from increased construction expenditures.
|
•
|
Interest expense on short-term debt – the decrease is primarily due to lower balances outstanding during the current period at interest rates that are 34 basis points lower than the prior year period. We paid down short-term debt as we issued long-term debt and equity securities during our fiscal year.
|
|
|
Credit
|
|
Commercial
|
|
Total
|
||||||
In thousands
|
|
Facility
|
|
Paper
|
|
Borrowings
|
||||||
2014
|
|
|
|
|
|
|
||||||
End of period (October 31, 2014):
|
|
|
|
|
|
|
||||||
Amount outstanding
|
|
$
|
—
|
|
|
$
|
355,000
|
|
|
$
|
355,000
|
|
Weighted average interest rate
|
|
—
|
%
|
|
.17
|
%
|
|
.17
|
%
|
|||
|
|
|
|
|
|
|
||||||
During the period (August 1, 2014 – October 31, 2014):
|
|
|
|
|
|
|
||||||
Average amount outstanding
|
|
$
|
—
|
|
|
$
|
420,900
|
|
|
$
|
420,900
|
|
Minimum amount outstanding
|
|
—
|
|
|
275,000
|
|
|
275,000
|
|
|||
Maximum amount outstanding
|
|
—
|
|
|
535,000
|
|
|
535,000
|
|
|||
Minimum interest rate
|
|
—
|
%
|
|
.10
|
%
|
|
.10
|
%
|
|||
Maximum interest rate
|
|
—
|
%
|
|
.25
|
%
|
|
.25
|
%
|
|||
Weighted average interest rate
|
|
—
|
%
|
|
.17
|
%
|
|
.17
|
%
|
|||
|
|
|
|
|
|
|
||||||
Maximum amount outstanding during the month:
|
|
|
|
|
|
|
||||||
August 2014
|
|
$
|
—
|
|
|
$
|
525,000
|
|
|
$
|
525,000
|
|
September 2014
|
|
—
|
|
|
535,000
|
|
|
535,000
|
|
|||
October 2014
|
|
—
|
|
|
355,000
|
|
|
355,000
|
|
|||
|
|
|
|
|
|
|
||||||
During the year ended October 31, 2014:
|
|
|
|
|
|
|
||||||
Average amount outstanding
|
|
$
|
—
|
|
|
$
|
441,500
|
|
|
$
|
441,500
|
|
Minimum amount outstanding
|
|
—
|
|
|
275,000
|
|
|
275,000
|
|
|||
Maximum amount outstanding
|
|
—
|
|
|
625,000
|
|
|
625,000
|
|
|||
Minimum interest rate
|
|
—
|
%
|
|
.10
|
%
|
|
.10
|
%
|
|||
Maximum interest rate
|
|
—
|
%
|
|
.43
|
%
|
|
.43
|
%
|
|||
Weighted average interest rate
|
|
—
|
%
|
|
.19
|
%
|
|
.19
|
%
|
•
|
Trade accounts receivable and unbilled utility revenues
decreased
$17.3 million
in the current period primarily due to the decrease in unbilled volumes in the month of October and amounts billed to customers. Volumes sold to weather-sensitive residential and commercial customers increased
11.2 million
dekatherms as compared with the same prior period primarily due to
6.2%
colder
weather during the current period. Total throughput increased
23.1 million
dekatherms as compared with the same prior period, largely from
10.8 million
dekatherms, or
5.7%
increased deliveries to power generation customers, as well as increased sales to residential and commercial customers.
|
•
|
Net amounts due from customers
decreased
$96.4 million
in the current period primarily due to higher margin decoupling, WNA and deferred gas cost amounts due to customers.
|
•
|
Gas in storage
increased
$10.2 million
in the current period primarily due to an increase in the weighted average cost of gas purchased for injections and increased volumes of gas in storage.
|
•
|
Prepaid gas costs
increased
$3.5 million
in the current period primarily due to an increase in the weighted average cost of gas purchased for injections. Under some gas supply asset management contracts, prepaid gas costs incurred during the summer months represent purchases of gas that are not available for sale, and therefore not recorded in inventory, until the start of the winter heating season.
|
•
|
Trade accounts payable
decreased
$11 million
in the current period primarily due to decreased utility capital expenditures and natural gas purchases.
|
In millions
|
|
2015
|
|
2016
|
|
2017
|
||||||
Customer growth and other
|
|
$
|
230
|
|
|
$
|
285
|
|
|
$
|
295
|
|
System integrity
|
|
270
|
|
|
245
|
|
|
295
|
|
|||
Total forecasted utility capital expenditures
|
|
$
|
500
|
|
|
$
|
530
|
|
|
$
|
590
|
|
|
|
October 31
|
|
October 31
|
||||||||||
In thousands
|
|
2014
|
|
Percentage
|
|
2013
|
|
Percentage
|
||||||
Short-term debt
|
|
$
|
355,000
|
|
|
12
|
%
|
|
$
|
400,000
|
|
|
14
|
%
|
Current portion of long-term debt
|
|
—
|
|
|
—
|
%
|
|
100,000
|
|
|
3
|
%
|
||
Long-term debt
|
|
1,424,430
|
|
|
46
|
%
|
|
1,174,857
|
|
|
41
|
%
|
||
Total debt
|
|
1,779,430
|
|
|
58
|
%
|
|
1,674,857
|
|
|
58
|
%
|
||
Common stockholders’ equity
|
|
1,308,602
|
|
|
42
|
%
|
|
1,188,596
|
|
|
42
|
%
|
||
Total capitalization (including short-term debt)
|
|
$
|
3,088,032
|
|
|
100
|
%
|
|
$
|
2,863,453
|
|
|
100
|
%
|
•
|
Failure to make principal or interest payments,
|
•
|
Bankruptcy, liquidation or insolvency,
|
•
|
Final judgment against us in excess of $1 million that after 60 days is not discharged, satisfied or stayed pending appeal,
|
•
|
Specified events under the Employee Retirement Income Security Act of 1974,
|
•
|
Change in control, and
|
•
|
Failure to observe or perform covenants, including:
|
•
|
Interest coverage of at least 1.75 times. Interest coverage was
4.29
times as of
October 31, 2014
;
|
•
|
Funded debt cannot exceed 70% of total capitalization. Funded debt was
58%
of total capitalization as of
October 31, 2014
;
|
•
|
Funded debt of all subsidiaries in the aggregate cannot exceed 15% of total capitalization. There is no funded debt of our subsidiaries as of
October 31, 2014
;
|
•
|
Restrictions on permitted liens;
|
•
|
Restrictions on paying dividends, on or repurchasing our stock or making investments in subsidiaries; and
|
•
|
Restrictions on burdensome agreements.
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Less than
|
|
1-3
|
|
3-5
|
|
More than
|
|
|
||||||||||
In thousands
|
|
1 year
|
|
Years
|
|
Years
|
|
5 Years
|
|
Total
|
||||||||||
Recorded contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt (1)
|
|
$
|
—
|
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
$
|
1,350,000
|
|
|
$
|
1,425,000
|
|
Short-term debt (2)
|
|
355,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,000
|
|
|||||
Total recorded contractual obligations
|
|
355,000
|
|
|
75,000
|
|
|
—
|
|
|
1,350,000
|
|
|
1,780,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrecorded contractual obligations and
|
|
|
|
|
|
|
|
|
|
|
||||||||||
commitments: (3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pipeline and storage capacity (4)
|
|
158,984
|
|
|
437,424
|
|
|
246,091
|
|
|
513,697
|
|
|
1,356,196
|
|
|||||
Gas supply reservation fees (5)
|
|
8,657
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
8,929
|
|
|||||
Interest on long-term debt (6)
|
|
69,609
|
|
|
204,949
|
|
|
131,811
|
|
|
736,555
|
|
|
1,142,924
|
|
|||||
Capital contributions to joint ventures (7)
|
|
106,734
|
|
|
159,847
|
|
|
88,612
|
|
|
—
|
|
|
355,193
|
|
|||||
Telecommunications and information
|
|
|
|
|
|
|
|
|
|
|
||||||||||
technology (8)
|
|
14,601
|
|
|
5,648
|
|
|
80
|
|
|
—
|
|
|
20,329
|
|
|||||
Qualified and nonqualified pension plan
|
|
|
|
|
|
|
|
|
|
|
||||||||||
funding (9)
|
|
11,821
|
|
|
36,571
|
|
|
2,590
|
|
|
—
|
|
|
50,982
|
|
|||||
Postretirement benefits plan funding (9)
|
|
1,500
|
|
|
4,000
|
|
|
1,300
|
|
|
—
|
|
|
6,800
|
|
|||||
Operating leases (10)
|
|
4,600
|
|
|
13,013
|
|
|
8,362
|
|
|
23,134
|
|
|
49,109
|
|
|||||
Other purchase obligations (11)
|
|
41,008
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,008
|
|
|||||
Surety bonds (10)
|
|
4,782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,782
|
|
|||||
Letters of credit (2)
|
|
1,797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,797
|
|
|||||
Total unrecorded contractual obligations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
and commitments
|
|
424,093
|
|
|
861,724
|
|
|
478,846
|
|
|
1,273,386
|
|
|
3,038,049
|
|
|||||
Total contractual obligations and
|
|
|
|
|
|
|
|
|
|
|
||||||||||
commitments
|
|
$
|
779,093
|
|
|
$
|
936,724
|
|
|
$
|
478,846
|
|
|
$
|
2,623,386
|
|
|
$
|
4,818,049
|
|
(1)
|
See
Note 4
to the consolidated financial statements in this Form 10-K.
|
(2)
|
See
Note 5
to the consolidated financial statements in this Form 10-K.
|
(3)
|
In accordance with generally acceptable accounting principles in the United States (GAAP), these items are not reflected in the Consolidated Balance Sheets.
|
(4)
|
Recoverable through PGA procedures.
|
(5)
|
Reservation fees are fixed payments and are recoverable through PGA procedures.
|
(6)
|
Includes accrued interest of $20.8 million as of
October 31, 2014
.
|
(7)
|
See
Note 12
to the consolidated financial statements in this Form 10-K.
|
(8)
|
Consists primarily of maintenance fees for hardware and software applications, usage fees, local and long-distance data costs, frame relay, and cell phone and pager usage fees.
|
(9)
|
Estimated funding beyond five years is not available. See
Note 9
to the consolidated financial statements in this Form 10-K.
|
(10)
|
See
Note 8
to the consolidated financial statements in this Form 10-K. Operating lease payments do not include payment for common area maintenance, utilities or tax payments.
|
(11)
|
Consists primarily of pipeline products, vehicles, contractors and merchandise.
|
|
|
Change in
|
|
|
Impact on 2014
|
|
|
Impact on Projected
|
Actuarial Assumption
|
|
Assumption
|
|
|
Benefit Cost
|
|
|
Benefit Obligation
|
|
|
|
|
|
Increase (Decrease)
In thousands
|
|||
Discount rate
|
|
(0.25)%
|
|
$
|
594
|
|
$
|
7,566
|
Rate of return on plan assets
|
|
(0.25)%
|
|
|
727
|
|
|
N/A
|
Rate of increase in compensation
|
|
0.25%
|
|
|
741
|
|
|
4,209
|
|
|
|
|
|
Impact on 2014
|
|
|
Impact on Accumulated
|
|
|
Change in
|
|
|
Postretirement
|
|
|
Postretirement Benefit
|
Actuarial Assumption
|
|
Assumption
|
|
|
Benefit Cost
|
|
|
Obligation
|
|
|
|
|
|
Increase (Decrease)
|
|||
|
|
|
|
|
In thousands
|
|||
Discount rate
|
|
(0.25)%
|
|
$
|
—
|
|
$
|
995
|
Rate of return on plan assets
|
|
(0.25)%
|
|
|
14
|
|
|
N/A
|
Health care cost trend rate
|
|
0.25%
|
|
|
8
|
|
|
210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as
|
||||||||||||||||
|
|
Expected Maturity Date
|
|
|
|
of October 31,
|
||||||||||||||||||||||||||
In millions
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
2014
|
||||||||||||||||
Fixed Rate Long-term Debt
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,350
|
|
|
$
|
1,425
|
|
|
$
|
1,617.5
|
|
Average Interest Rate
|
|
—
|
%
|
|
2.92
|
%
|
|
8.51
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.88
|
%
|
|
4.92
|
%
|
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Utility Plant:
|
|
|
|
|
||||
Utility plant in service
|
|
$
|
5,011,497
|
|
|
$
|
4,421,937
|
|
Less accumulated depreciation
|
|
1,166,922
|
|
|
1,088,331
|
|
||
Utility plant in service, net
|
|
3,844,575
|
|
|
3,333,606
|
|
||
Construction work in progress
|
|
141,693
|
|
|
297,717
|
|
||
Plant held for future use
|
|
3,155
|
|
|
3,155
|
|
||
Total utility plant, net
|
|
3,989,423
|
|
|
3,634,478
|
|
||
Other Physical Property, at cost (net of accumulated depreciation of $904 in 2014 and $876 in 2013)
|
|
355
|
|
|
382
|
|
||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
9,643
|
|
|
8,063
|
|
||
Trade accounts receivable (less allowance for doubtful accounts of $2,152 in 2014 and $1,604 in 2013)
|
|
65,260
|
|
|
79,210
|
|
||
Income taxes receivable
|
|
36,100
|
|
|
31,065
|
|
||
Other receivables
|
|
3,361
|
|
|
1,988
|
|
||
Unbilled utility revenues
|
|
21,093
|
|
|
24,967
|
|
||
Inventories:
|
|
|
|
|
||||
Gas in storage
|
|
84,081
|
|
|
73,929
|
|
||
Materials, supplies and merchandise
|
|
1,652
|
|
|
1,725
|
|
||
Gas purchase derivative assets, at fair value
|
|
4,898
|
|
|
1,834
|
|
||
Regulatory assets
|
|
29,088
|
|
|
77,204
|
|
||
Prepayments
|
|
39,030
|
|
|
35,038
|
|
||
Deferred income taxes
|
|
53,418
|
|
|
12,695
|
|
||
Other current assets
|
|
326
|
|
|
338
|
|
||
Total current assets
|
|
347,950
|
|
|
348,056
|
|
||
Noncurrent Assets:
|
|
|
|
|
||||
Equity method investments in non-utility activities
|
|
170,171
|
|
|
128,469
|
|
||
Goodwill
|
|
48,852
|
|
|
48,852
|
|
||
Regulatory assets
|
|
184,779
|
|
|
169,102
|
|
||
Marketable securities, at fair value
|
|
3,727
|
|
|
2,995
|
|
||
Overfunded postretirement asset
|
|
33,757
|
|
|
28,258
|
|
||
Other noncurrent assets
|
|
5,239
|
|
|
8,017
|
|
||
Total noncurrent assets
|
|
446,525
|
|
|
385,693
|
|
||
Total
|
|
$
|
4,784,253
|
|
|
$
|
4,368,609
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Capitalization:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Cumulative preferred stock - no par value - 175 shares authorized
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock – no par value – shares authorized: 200,000; shares outstanding: 78,531 in 2014 and 76,099 in 2013
|
|
636,835
|
|
|
561,644
|
|
||
Retained earnings
|
|
672,004
|
|
|
627,236
|
|
||
Accumulated other comprehensive loss
|
|
(237
|
)
|
|
(284
|
)
|
||
Total stockholders’ equity
|
|
1,308,602
|
|
|
1,188,596
|
|
||
Long-term debt
|
|
1,424,430
|
|
|
1,174,857
|
|
||
Total capitalization
|
|
2,733,032
|
|
|
2,363,453
|
|
||
Current Liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
—
|
|
|
100,000
|
|
||
Short-term debt
|
|
355,000
|
|
|
400,000
|
|
||
Trade accounts payable
|
|
85,299
|
|
|
96,281
|
|
||
Other accounts payable
|
|
54,349
|
|
|
43,855
|
|
||
Accrued interest
|
|
27,982
|
|
|
28,205
|
|
||
Customers’ deposits
|
|
19,994
|
|
|
19,831
|
|
||
General taxes accrued
|
|
23,828
|
|
|
21,454
|
|
||
Regulatory liabilities
|
|
46,231
|
|
|
—
|
|
||
Other current liabilities
|
|
9,303
|
|
|
7,024
|
|
||
Total current liabilities
|
|
621,986
|
|
|
716,650
|
|
||
Noncurrent Liabilities:
|
|
|
|
|
||||
Deferred income taxes
|
|
809,467
|
|
|
681,369
|
|
||
Unamortized federal investment tax credits
|
|
1,193
|
|
|
1,402
|
|
||
Accumulated provision for postretirement benefits
|
|
15,471
|
|
|
12,042
|
|
||
Regulatory liabilities
|
|
558,598
|
|
|
541,897
|
|
||
Conditional cost of removal obligations
|
|
14,647
|
|
|
27,016
|
|
||
Other noncurrent liabilities
|
|
29,859
|
|
|
24,780
|
|
||
Total noncurrent liabilities
|
|
1,429,235
|
|
|
1,288,506
|
|
||
Commitments and Contingencies (Note 8)
|
|
|
|
|
||||
Total
|
|
$
|
4,784,253
|
|
|
$
|
4,368,609
|
|
In thousands, except per share amounts
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Revenues
|
|
$
|
1,469,988
|
|
|
$
|
1,278,229
|
|
|
$
|
1,122,780
|
|
Cost of Gas
|
|
779,780
|
|
|
656,739
|
|
|
547,334
|
|
|||
Margin
|
|
690,208
|
|
|
621,490
|
|
|
575,446
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
||||||
Operations and maintenance
|
|
270,877
|
|
|
253,120
|
|
|
242,599
|
|
|||
Depreciation
|
|
118,996
|
|
|
112,207
|
|
|
103,192
|
|
|||
General taxes
|
|
37,294
|
|
|
34,635
|
|
|
34,831
|
|
|||
Utility income taxes
|
|
83,176
|
|
|
77,334
|
|
|
69,101
|
|
|||
Total operating expenses
|
|
510,343
|
|
|
477,296
|
|
|
449,723
|
|
|||
Operating Income
|
|
179,865
|
|
|
144,194
|
|
|
125,723
|
|
|||
Other Income (Expense):
|
|
|
|
|
|
|
||||||
Income from equity method investments
|
|
32,753
|
|
|
26,056
|
|
|
23,904
|
|
|||
Non-operating income
|
|
1,842
|
|
|
2,839
|
|
|
1,288
|
|
|||
Non-operating expense
|
|
(4,331
|
)
|
|
(5,122
|
)
|
|
(1,855
|
)
|
|||
Income taxes
|
|
(11,642
|
)
|
|
(8,612
|
)
|
|
(9,116
|
)
|
|||
Total other income (expense)
|
|
18,622
|
|
|
15,161
|
|
|
14,221
|
|
|||
Utility Interest Charges:
|
|
|
|
|
|
|
||||||
Interest on long-term debt
|
|
61,562
|
|
|
54,158
|
|
|
41,412
|
|
|||
Allowance for borrowed funds used during construction
|
|
(16,427
|
)
|
|
(30,975
|
)
|
|
(25,211
|
)
|
|||
Other
|
|
9,551
|
|
|
1,755
|
|
|
3,896
|
|
|||
Total utility interest charges
|
|
54,686
|
|
|
24,938
|
|
|
20,097
|
|
|||
Net Income
|
|
143,801
|
|
|
134,417
|
|
|
119,847
|
|
|||
Other Comprehensive Income (Loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) from hedging activities of equity method investments, net of tax of $225, ($69) and ($530) for the years ended October 31, 2014, 2013 and 2012, respectively
|
|
355
|
|
|
(109
|
)
|
|
(826
|
)
|
|||
Reclassification adjustment of realized gain (loss) from hedging activities of equity method investments included in net income, net of tax of ($177), $85 and $621 for the years ended October 31, 2014, 2013 and 2012, respectively
|
|
(284
|
)
|
|
130
|
|
|
973
|
|
|||
Net current period benefit activities of equity method investments, net of tax of ($16) for the year ended October 31, 2014
|
|
(24
|
)
|
|
|
|
|
|||||
Total other comprehensive income
|
|
47
|
|
|
21
|
|
|
147
|
|
|||
Comprehensive Income
|
|
$
|
143,848
|
|
|
$
|
134,438
|
|
|
$
|
119,994
|
|
|
|
|
|
|
|
|
||||||
Average Shares of Common Stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
77,883
|
|
|
74,884
|
|
|
71,977
|
|
|||
Diluted
|
|
78,193
|
|
|
75,333
|
|
|
72,278
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings Per Share of Common Stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.85
|
|
|
$
|
1.80
|
|
|
$
|
1.67
|
|
Diluted
|
|
$
|
1.84
|
|
|
$
|
1.78
|
|
|
$
|
1.66
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
143,801
|
|
|
$
|
134,417
|
|
|
$
|
119,847
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
|
|
|
||||||
operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
129,343
|
|
|
120,797
|
|
|
109,230
|
|
|||
Allowance for doubtful accounts
|
|
548
|
|
|
25
|
|
|
232
|
|
|||
Impairment loss on investment
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|||
Net gain on sale of property
|
|
(817
|
)
|
|
(349
|
)
|
|
—
|
|
|||
Income from equity method investments
|
|
(32,753
|
)
|
|
(26,056
|
)
|
|
(23,904
|
)
|
|||
Distributions of earnings from equity method investments
|
|
24,843
|
|
|
22,139
|
|
|
19,590
|
|
|||
Deferred income taxes, net
|
|
87,136
|
|
|
57,637
|
|
|
99,159
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Gas purchase derivatives, at fair value
|
|
(3,064
|
)
|
|
1,319
|
|
|
(381
|
)
|
|||
Receivables
|
|
16,196
|
|
|
(23,327
|
)
|
|
5,403
|
|
|||
Inventories
|
|
(10,079
|
)
|
|
(2,059
|
)
|
|
18,897
|
|
|||
Settlement of legal asset retirement obligations
|
|
(3,575
|
)
|
|
(2,389
|
)
|
|
(2,038
|
)
|
|||
Regulatory assets
|
|
20,297
|
|
|
43,338
|
|
|
(93,268
|
)
|
|||
Other assets
|
|
(2,829
|
)
|
|
4,629
|
|
|
(2,314
|
)
|
|||
Accounts payable
|
|
18
|
|
|
2,381
|
|
|
4,283
|
|
|||
Provision for postretirement benefits, net
|
|
(2,070
|
)
|
|
(53,515
|
)
|
|
45,507
|
|
|||
Regulatory liabilities
|
|
49,468
|
|
|
23,429
|
|
|
(2,990
|
)
|
|||
Other liabilities
|
|
12,149
|
|
|
10,831
|
|
|
7,262
|
|
|||
Net cash provided by operating activities
|
|
430,612
|
|
|
313,247
|
|
|
304,515
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Utility capital expenditures
|
|
(460,444
|
)
|
|
(599,999
|
)
|
|
(529,576
|
)
|
|||
Allowance for borrowed funds used during construction
|
|
(16,427
|
)
|
|
(30,975
|
)
|
|
(25,211
|
)
|
|||
Contributions to equity method investments
|
|
(37,642
|
)
|
|
(41,348
|
)
|
|
(3,566
|
)
|
|||
Distributions of capital from equity method investments
|
|
3,929
|
|
|
4,700
|
|
|
5,372
|
|
|||
Proceeds from sale of property
|
|
1,883
|
|
|
1,951
|
|
|
1,250
|
|
|||
Investments in marketable securities
|
|
(454
|
)
|
|
(414
|
)
|
|
(606
|
)
|
|||
Other
|
|
4,708
|
|
|
2,609
|
|
|
3,044
|
|
|||
Net cash used in investing activities
|
|
(504,447
|
)
|
|
(663,476
|
)
|
|
(549,293
|
)
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Borrowings under credit facility
|
|
—
|
|
|
10,000
|
|
|
350,000
|
|
|||
Repayments under credit facility
|
|
—
|
|
|
(10,000
|
)
|
|
(681,000
|
)
|
|||
Net (repayments) borrowings - commercial paper
|
|
(45,000
|
)
|
|
35,000
|
|
|
365,000
|
|
|||
Proceeds from issuance of long-term debt, net of discount
|
|
249,565
|
|
|
299,856
|
|
|
300,000
|
|
|||
Repayment of long-term debt
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Expenses related to issuance of debt
|
|
(2,871
|
)
|
|
(3,250
|
)
|
|
(3,908
|
)
|
|||
Proceeds from issuance of common stock, net of expenses
|
|
47,290
|
|
|
92,271
|
|
|
—
|
|
|||
Issuance of common stock through dividend reinvestment and
|
|
|
|
|
|
|
||||||
employee stock plans
|
|
25,556
|
|
|
24,610
|
|
|
22,123
|
|
|||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
(26,528
|
)
|
|||
Dividends paid
|
|
(99,151
|
)
|
|
(92,146
|
)
|
|
(85,693
|
)
|
|||
Other
|
|
26
|
|
|
(8
|
)
|
|
(34
|
)
|
|||
Net cash provided by financing activities
|
|
75,415
|
|
|
356,333
|
|
|
239,960
|
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
1,580
|
|
|
6,104
|
|
|
(4,818
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
|
8,063
|
|
|
1,959
|
|
|
6,777
|
|
|||
Cash and Cash Equivalents at End of Year
|
|
$
|
9,643
|
|
|
$
|
8,063
|
|
|
$
|
1,959
|
|
|
|
|
|
|
|
|
||||||
Cash Paid During the Year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
64,276
|
|
|
$
|
50,275
|
|
|
$
|
44,571
|
|
|
|
|
|
|
|
|
||||||
Income Taxes:
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
10,840
|
|
|
$
|
5,760
|
|
|
$
|
4,770
|
|
Income taxes refunded
|
|
30
|
|
|
169
|
|
|
8,437
|
|
|||
Income taxes, net
|
|
$
|
10,810
|
|
|
$
|
5,591
|
|
|
$
|
(3,667
|
)
|
|
|
|
|
|
|
|
||||||
Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Accrued construction expenditures
|
|
$
|
38,869
|
|
|
$
|
39,389
|
|
|
$
|
43,643
|
|
In thousands, except per share amounts
|
|
Common
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||
Balance, October 31, 2011
|
|
$
|
446,791
|
|
|
$
|
550,584
|
|
|
$
|
(452
|
)
|
|
$
|
996,923
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
119,847
|
|
|
|
|
119,847
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
147
|
|
|
147
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
119,994
|
|
|||||||
Common Stock Issued
|
|
22,198
|
|
|
|
|
|
|
22,198
|
|
||||||
Common Stock Repurchased
|
|
(26,528
|
)
|
|
|
|
|
|
(26,528
|
)
|
||||||
Tax Benefit from Dividends Paid on ESOP Shares
|
|
|
|
110
|
|
|
|
|
110
|
|
||||||
Dividends Declared ($1.19 per share)
|
|
|
|
(85,693
|
)
|
|
|
|
(85,693
|
)
|
||||||
Balance, October 31, 2012
|
|
442,461
|
|
|
584,848
|
|
|
(305
|
)
|
|
1,027,004
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
134,417
|
|
|
|
|
134,417
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
21
|
|
|
21
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
134,438
|
|
|||||||
Common Stock Issued
|
|
119,552
|
|
|
|
|
|
|
119,552
|
|
||||||
Expenses from Issuance of Common Stock
|
|
(369
|
)
|
|
|
|
|
|
(369
|
)
|
||||||
Tax Benefit from Dividends Paid on ESOP Shares
|
|
|
|
117
|
|
|
|
|
117
|
|
||||||
Dividends Declared ($1.23 per share)
|
|
|
|
(92,146
|
)
|
|
|
|
(92,146
|
)
|
||||||
Balance, October 31, 2013
|
|
561,644
|
|
|
627,236
|
|
|
(284
|
)
|
|
1,188,596
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
143,801
|
|
|
|
|
143,801
|
|
||||||
Other comprehensive income
|
|
|
|
|
|
47
|
|
|
47
|
|
||||||
Total comprehensive income
|
|
|
|
|
|
|
|
143,848
|
|
|||||||
Common Stock Issued
|
|
75,203
|
|
|
|
|
|
|
75,203
|
|
||||||
Expenses from Issuance of Common Stock
|
|
(12
|
)
|
|
|
|
|
|
(12
|
)
|
||||||
Tax Benefit from Dividends Paid on ESOP Shares
|
|
|
|
118
|
|
|
|
|
118
|
|
||||||
Dividends Declared ($1.27 per share)
|
|
|
|
(99,151
|
)
|
|
|
|
(99,151
|
)
|
||||||
Balance, October 31, 2014
|
|
$
|
636,835
|
|
|
$
|
672,004
|
|
|
$
|
(237
|
)
|
|
$
|
1,308,602
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Hedging activities of equity method investments
|
|
$
|
(213
|
)
|
|
$
|
(284
|
)
|
Benefit activities of equity method investments
|
|
(24
|
)
|
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Regulatory Assets:
|
|
|
|
|
||||
Current:
|
|
|
|
|
||||
Unamortized debt expense
|
|
$
|
1,490
|
|
|
$
|
1,274
|
|
Amounts due from customers
|
|
16,108
|
|
|
66,321
|
|
||
Environmental costs
|
|
1,568
|
|
|
1,480
|
|
||
Deferred operations and maintenance expenses
|
|
916
|
|
|
739
|
|
||
Deferred pipeline integrity expenses
|
|
3,470
|
|
|
3,149
|
|
||
Deferred pension and other retirement benefits costs
|
|
2,769
|
|
|
2,768
|
|
||
Robeson liquefied natural gas (LNG) development costs
|
|
917
|
|
|
382
|
|
||
Other
|
|
1,850
|
|
|
1,091
|
|
||
Total current
|
|
29,088
|
|
|
77,204
|
|
||
|
|
|
|
|
||||
Noncurrent:
|
|
|
|
|
||||
Unamortized debt expense
|
|
15,402
|
|
|
14,149
|
|
||
Environmental costs
|
|
6,470
|
|
|
7,936
|
|
||
Deferred operations and maintenance expenses
|
|
4,721
|
|
|
5,637
|
|
||
Deferred pipeline integrity expenses
|
|
24,694
|
|
|
16,300
|
|
||
Deferred pension and other retirement benefits costs
|
|
18,799
|
|
|
17,968
|
|
||
Amounts not yet recognized as a component of pension and other retirement benefit costs
|
|
94,265
|
|
|
80,604
|
|
||
Regulatory cost of removal asset
|
|
18,275
|
|
|
22,974
|
|
||
Robeson LNG development costs
|
|
509
|
|
|
1,426
|
|
||
Other
|
|
1,644
|
|
|
2,108
|
|
||
Total noncurrent
|
|
184,779
|
|
|
169,102
|
|
||
Total
|
|
$
|
213,867
|
|
|
$
|
246,306
|
|
Regulatory Liabilities:
|
|
|
|
|
||||
Current:
|
|
|
|
|
||||
Amounts due to customers
|
|
$
|
46,231
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Noncurrent:
|
|
|
|
|
||||
Regulatory cost of removal obligations
|
|
506,574
|
|
|
493,111
|
|
||
Deferred income taxes
|
|
51,930
|
|
|
48,647
|
|
||
Amounts not yet recognized as a component of pension and other retirement costs
|
|
94
|
|
|
139
|
|
||
Total noncurrent
|
|
558,598
|
|
|
541,897
|
|
||
Total
|
|
$
|
604,829
|
|
|
$
|
541,897
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Intangible plant
|
|
$
|
3,374
|
|
|
$
|
3,374
|
|
Other storage plant
|
|
180,058
|
|
|
171,349
|
|
||
Transmission plant
|
|
1,787,990
|
|
|
1,403,829
|
|
||
Distribution plant
|
|
2,623,560
|
|
|
2,505,160
|
|
||
General plant
|
|
421,763
|
|
|
335,847
|
|
||
Asset retirement cost
|
|
11
|
|
|
7,565
|
|
||
Contributions in aid of construction
|
|
(5,259
|
)
|
|
(5,187
|
)
|
||
Total utility plant in service
|
|
5,011,497
|
|
|
4,421,937
|
|
||
Less accumulated depreciation
|
|
(1,166,922
|
)
|
|
(1,088,331
|
)
|
||
Total utility plant in service, net
|
|
3,844,575
|
|
|
3,333,606
|
|
||
Construction work in progress
|
|
141,693
|
|
|
297,717
|
|
||
Plant held for future use
|
|
3,155
|
|
|
3,155
|
|
||
Total utility plant, net
|
|
$
|
3,989,423
|
|
|
$
|
3,634,478
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
AFUDC
|
|
$
|
16,427
|
|
|
$
|
30,975
|
|
|
$
|
25,211
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Gas receivables
|
|
$
|
64,400
|
|
|
$
|
78,540
|
|
Non-regulated merchandise and service work receivables
|
|
3,012
|
|
|
2,274
|
|
||
Allowance for doubtful accounts
|
|
(2,152
|
)
|
|
(1,604
|
)
|
||
Trade accounts receivable
|
|
$
|
65,260
|
|
|
$
|
79,210
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
1,604
|
|
|
$
|
1,579
|
|
|
$
|
1,347
|
|
Additions charged to uncollectibles expense
|
|
6,959
|
|
|
5,314
|
|
|
4,584
|
|
|||
Accounts written off, net of recoveries
|
|
(6,411
|
)
|
|
(5,289
|
)
|
|
(4,352
|
)
|
|||
Balance at end of year
|
|
$
|
2,152
|
|
|
$
|
1,604
|
|
|
$
|
1,579
|
|
|
|
2014
|
|
2013
|
||||||||||||
In thousands
|
|
Cost
|
|
Fair Value
|
|
Cost
|
|
Fair Value
|
||||||||
Current trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Money markets
|
|
$
|
22
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
106
|
|
|
192
|
|
|
134
|
|
|
199
|
|
||||
Total current trading securities
|
|
128
|
|
|
214
|
|
|
134
|
|
|
199
|
|
||||
Noncurrent trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Money markets
|
|
447
|
|
|
447
|
|
|
380
|
|
|
380
|
|
||||
Mutual funds
|
|
2,598
|
|
|
3,280
|
|
|
1,995
|
|
|
2,615
|
|
||||
Total noncurrent trading securities
|
|
3,045
|
|
|
3,727
|
|
|
2,375
|
|
|
2,995
|
|
||||
Total trading securities
|
|
$
|
3,173
|
|
|
$
|
3,941
|
|
|
$
|
2,509
|
|
|
$
|
3,194
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Regulatory non-legal AROs
|
|
$
|
506,574
|
|
|
$
|
493,111
|
|
Conditional AROs
|
|
14,647
|
|
|
27,016
|
|
||
Total cost of removal obligations
|
|
$
|
521,221
|
|
|
$
|
520,127
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Beginning of period
|
|
$
|
27,016
|
|
|
$
|
28,629
|
|
Liabilities incurred during the period
|
|
2,108
|
|
|
2,052
|
|
||
Liabilities settled during the period
|
|
(3,576
|
)
|
|
(2,389
|
)
|
||
Accretion
|
|
1,548
|
|
|
1,641
|
|
||
Adjustment to estimated cash flows
|
|
(12,449
|
)
|
|
(2,917
|
)
|
||
End of period
|
|
$
|
14,647
|
|
|
$
|
27,016
|
|
•
|
Updated and increased rates and charges based on an overall rate base of
$1.8 billion
, an equity capital structure component of
50.7%
and a return on common equity of
10%
and an overall rate of return of
7.51%
.
|
•
|
Increased total annual revenues of
$30.7 million
, a
3.58%
increase in total revenues, or
.7%
annual increase, including
$16.8 million
related to gas utility margin and
$13.8 million
related to increased fixed gas costs, and annual pre-tax income of
$24.2 million
after taking into account revised depreciation rates and changes to regulatory asset amortizations.
|
•
|
Implementation of a new IMR designed to separately track and recover annually outside of general rate cases the costs associated with capital expenditures incurred to comply with federal pipeline safety and integrity requirements.
|
•
|
Implementation of lower depreciation rates that provide increased annual pre-tax income of
$10.9 million
. These new lower rates reflect the most recent study conducted in 2009, as discussed in Note 1 to the consolidated financial statements.
|
•
|
Amortization and collection of
$1.2 million
of certain non-real estate costs associated with the initial development of the Robeson County LNG facility as discussed above.
|
•
|
Amortization and collection of certain environmental expenses and pipeline safety and integrity compliance expenses through August 31, 2013 that had been deferred since our last general rate case in 2008.
|
•
|
Provision for ongoing increased annual contributions to fund pipeline safety and integrity research.
|
•
|
Future adjustments to rates to recognize the lower state corporate income taxes from North Carolina legislation for fiscal years beginning November 1, 2014 and November 1, 2015.
|
In thousands, except per share amounts
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income
|
|
$
|
143,801
|
|
|
$
|
134,417
|
|
|
$
|
119,847
|
|
|
|
|
|
|
|
|
||||||
Average shares of common stock outstanding for basic earnings per share
|
|
77,883
|
|
|
74,884
|
|
|
71,977
|
|
|||
Contingently issuable shares under incentive compensation plans
|
|
310
|
|
|
289
|
|
|
301
|
|
|||
Contingently issuable shares under forward sale agreements
|
|
—
|
|
|
160
|
|
|
—
|
|
|||
Average shares of dilutive stock
|
|
78,193
|
|
|
75,333
|
|
|
72,278
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings Per Share of Common Stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.85
|
|
|
$
|
1.80
|
|
|
$
|
1.67
|
|
Diluted
|
|
$
|
1.84
|
|
|
$
|
1.78
|
|
|
$
|
1.66
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Senior Notes:
|
|
|
|
|
||||
2.92%, due June 6, 2016
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
8.51%, due September 30, 2017
|
|
35,000
|
|
|
35,000
|
|
||
4.24%, due June 6, 2021
|
|
160,000
|
|
|
160,000
|
|
||
3.47%, due July 16, 2027
|
|
100,000
|
|
|
100,000
|
|
||
3.57%, due July 16, 2027
|
|
200,000
|
|
|
200,000
|
|
||
4.10%, due September 18, 2034
|
|
250,000
|
|
|
—
|
|
||
4.65%, due August 1, 2043
|
|
300,000
|
|
|
300,000
|
|
||
Medium-Term Notes:
|
|
|
|
|
||||
5.00%, due December 19, 2013
|
|
—
|
|
|
100,000
|
|
||
6.87%, due October 6, 2023
|
|
45,000
|
|
|
45,000
|
|
||
8.45%, due September 19, 2024
|
|
40,000
|
|
|
40,000
|
|
||
7.40%, due October 3, 2025
|
|
55,000
|
|
|
55,000
|
|
||
7.50%, due October 9, 2026
|
|
40,000
|
|
|
40,000
|
|
||
7.95%, due September 14, 2029
|
|
60,000
|
|
|
60,000
|
|
||
6.00%, due December 19, 2033
|
|
100,000
|
|
|
100,000
|
|
||
Total
|
|
1,425,000
|
|
|
1,275,000
|
|
||
Less current maturities
|
|
—
|
|
|
100,000
|
|
||
Less discount on issuance of notes *
|
|
570
|
|
|
143
|
|
||
Total
|
|
$
|
1,424,430
|
|
|
$
|
1,174,857
|
|
In thousands
|
|
||
2015
|
$
|
—
|
|
2016
|
40,000
|
|
|
2017
|
35,000
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
Thereafter
|
1,350,000
|
|
|
Total
|
$
|
1,425,000
|
|
•
|
Failure to make principal or interest payments,
|
•
|
Bankruptcy, liquidation or insolvency,
|
•
|
Final judgment against us in excess of $1 million that after 60 days is not discharged, satisfied or stayed pending appeal,
|
•
|
Specified events under the Employee Retirement Income Security Act of 1974,
|
•
|
Change in control, and
|
•
|
Failure to observe or perform covenants, including:
|
•
|
Interest coverage of at least
1.75
times. Interest coverage was
4.29
times as of
October 31, 2014
;
|
•
|
Funded debt cannot exceed
70%
of total capitalization. Funded debt was
58%
of total capitalization as of
October 31, 2014
;
|
•
|
Funded debt of all subsidiaries in the aggregate cannot exceed
15%
of total capitalization. There is
no
funded debt of our subsidiaries as of
October 31, 2014
;
|
•
|
Restrictions on permitted liens;
|
•
|
Restrictions on paying dividends, on or repurchasing our stock or making investments in subsidiaries; and
|
•
|
Restrictions on burdensome agreements.
|
In thousands
|
|
||
Minimum amount outstanding
|
$
|
275,000
|
|
Maximum amount outstanding
|
$
|
625,000
|
|
Minimum interest rate
|
.10
|
%
|
|
Maximum interest rate
|
.43
|
%
|
|
Weighted average interest rate
|
.19
|
%
|
In thousands
|
|
Shares
|
|
Amount
|
|||
Balance, October 31, 2011
|
|
72,318
|
|
|
$
|
446,791
|
|
Issued to participants in the Employee Stock Purchase Plan (ESPP)
|
|
30
|
|
|
894
|
|
|
Issued to the Dividend Reinvestment and Stock Purchase Plan (DRIP)
|
|
677
|
|
|
20,508
|
|
|
Issued to participants in the Incentive Compensation Plan (ICP)
|
|
25
|
|
|
796
|
|
|
Shares repurchased under Accelerated Share Repurchase (ASR) agreement
|
|
(800
|
)
|
|
(26,528
|
)
|
|
Balance, October 31, 2012
|
|
72,250
|
|
|
442,461
|
|
|
Issued to ESPP
|
|
33
|
|
|
1,056
|
|
|
Issued to DRIP
|
|
720
|
|
|
22,791
|
|
|
Issued to ICP
|
|
96
|
|
|
3,065
|
|
|
Issuance of common stock through public share offering, net of underwriting fees
|
|
3,000
|
|
|
92,640
|
|
|
Costs from issuance of common stock
|
|
—
|
|
|
(369
|
)
|
|
Balance, October 31, 2013
|
|
76,099
|
|
|
561,644
|
|
|
Issued to ESPP
|
|
34
|
|
|
1,143
|
|
|
Issued to DRIP
|
|
698
|
|
|
23,443
|
|
|
Issued to ICP
|
|
100
|
|
|
3,315
|
|
|
Issuance of common stock through forward sale agreements, net of expenses
|
|
1,600
|
|
|
47,290
|
|
|
Balance, October 31, 2014
|
|
78,531
|
|
|
$
|
636,835
|
|
Changes in Accumulated OCIL
(1)
|
||||||||
|
|
|
|
|
||||
In thousands
|
|
2014
|
|
2013
|
||||
Accumulated OCIL beginning balance, net of tax
|
|
$
|
(284
|
)
|
|
$
|
(305
|
)
|
Hedging activities of equity method investments:
|
|
|
|
|
||||
OCIL before reclassifications, net of tax
|
|
355
|
|
|
(109
|
)
|
||
Amounts reclassified from accumulated OCIL, net of tax
|
|
(284
|
)
|
|
130
|
|
||
Total current period activity of hedging activities of equity method investments, net of tax
|
|
71
|
|
|
21
|
|
||
Net current period benefit activities of equity method investments, net of tax
|
|
(24
|
)
|
|
|
|
||
Accumulated OCIL ending balance, net of tax
|
|
$
|
(237
|
)
|
|
$
|
(284
|
)
|
|
|
Reclassification Out of
Accumulated OCIL
(1)
|
|
|
||||||
|
|
|
|
|||||||
|
|
Years Ended
|
|
|
||||||
|
|
October 31
|
|
Affected Line Items on Statement of
Comprehensive Income
|
||||||
In thousands
|
|
2014
|
|
2013
|
|
|||||
Hedging activities of equity method investments
|
|
$
|
(461
|
)
|
|
$
|
215
|
|
|
Income from equity method investments
|
Income tax expense
|
|
177
|
|
|
(85
|
)
|
|
Income taxes
|
||
Hedging activities of equity method investments
|
|
(284
|
)
|
|
$
|
130
|
|
|
|
|
Net benefit activities of equity method investments
|
|
(40
|
)
|
|
|
|
Income from equity method investments
|
|||
Income tax expense
|
|
16
|
|
|
|
|
Income taxes
|
|||
Net benefit activities of equity method investments
|
|
(24
|
)
|
|
|
|
|
|||
Total reclassification for the period, net of tax
|
|
$
|
(308
|
)
|
|
$
|
130
|
|
|
|
Recurring Fair Value Measurements as of October 31, 2014
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Significant
|
|
|
|
Effects of
|
|
|
||||||||||
|
|
Quoted Prices
|
|
Other
|
|
Significant
|
|
Netting and
|
|
|
||||||||||
|
|
in Active
|
|
Observable
|
|
Unobservable
|
|
Cash Collateral
|
|
Total
|
||||||||||
|
|
Markets
|
|
Inputs
|
|
Inputs
|
|
Receivables/
|
|
Carrying
|
||||||||||
In thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Payables
|
|
Value
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives held for distribution operations
|
|
$
|
4,898
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,898
|
|
Debt and equity securities held as trading securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money markets
|
|
469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|||||
Mutual funds
|
|
3,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,472
|
|
|||||
Total fair value assets
|
|
$
|
8,839
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,839
|
|
Recurring Fair Value Measurements as of October 31, 2013
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Significant
|
|
|
|
Effects of
|
|
|
||||||||||
|
|
Quoted Prices
|
|
Other
|
|
Significant
|
|
Netting and
|
|
|
||||||||||
|
|
in Active
|
|
Observable
|
|
Unobservable
|
|
Cash Collateral
|
|
Total
|
||||||||||
|
|
Markets
|
|
Inputs
|
|
Inputs
|
|
Receivables/
|
|
Carrying
|
||||||||||
In thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Payables
|
|
Value
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives held for distribution operations
|
|
$
|
1,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,834
|
|
Debt and equity securities held as trading securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money markets
|
|
380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
380
|
|
|||||
Mutual funds
|
|
2,814
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,814
|
|
|||||
Total fair value assets
|
|
$
|
5,028
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,028
|
|
|
|
Carrying
|
|
|
||||
In thousands
|
|
Amount *
|
|
Fair Value
|
||||
As of October 31, 2014
|
|
$
|
1,425,000
|
|
|
$
|
1,617,453
|
|
As of October 31, 2013
|
|
1,275,000
|
|
|
1,409,892
|
|
Fair Value of Derivative Instruments
|
||||||||
|
|
|
|
|
||||
In thousands
|
|
2014
|
|
2013
|
||||
Derivatives Not Designated as Hedging Instruments under Derivative Accounting Standards:
|
||||||||
Asset Financial Instruments:
|
|
|
|
|
||||
Current Assets - Gas purchase derivative assets (December 2014 - November 2015)
|
|
$
|
4,898
|
|
|
|
||
Current Assets - Gas purchase derivative assets (December 2013 - October 2014)
|
|
|
|
$
|
1,834
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating lease payments
(1)
|
|
$
|
4,701
|
|
|
$
|
4,729
|
|
|
$
|
3,712
|
|
In thousands
|
|
||
2015
|
$
|
4,600
|
|
2016
|
4,491
|
|
|
2017
|
4,297
|
|
|
2018
|
4,225
|
|
|
2019
|
4,137
|
|
|
Thereafter
|
27,359
|
|
|
Total
|
$
|
49,109
|
|
|
|
Pipeline
|
|
Gas Supply
|
|
Telecommunications
|
|
|
|
|
||||||||||
|
|
Storage
|
|
Reservation
|
|
and Information
|
|
|
|
|
||||||||||
In thousands
|
|
Capacity
|
|
Fees
|
|
Technology
|
|
Other
|
|
Total
|
||||||||||
2015
|
|
$
|
158,984
|
|
|
$
|
8,657
|
|
|
$
|
14,601
|
|
|
$
|
41,008
|
|
|
$
|
223,250
|
|
2016
|
|
149,412
|
|
|
137
|
|
|
4,786
|
|
|
—
|
|
|
154,335
|
|
|||||
2017
|
|
145,579
|
|
|
135
|
|
|
736
|
|
|
—
|
|
|
146,450
|
|
|||||
2018
|
|
142,433
|
|
|
—
|
|
|
126
|
|
|
—
|
|
|
142,559
|
|
|||||
2019
|
|
132,186
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
132,266
|
|
|||||
Thereafter
|
|
627,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
627,602
|
|
|||||
Total
|
|
$
|
1,356,196
|
|
|
$
|
8,929
|
|
|
$
|
20,329
|
|
|
$
|
41,008
|
|
|
$
|
1,426,462
|
|
•
|
Achieve full funding over the longer term, and
|
•
|
Control year-to-year fluctuations in pension expense that is created by asset and liability volatility.
|
In thousands
|
|
2014
|
|
2013
|
||||
Funding
|
|
$
|
524
|
|
|
$
|
434
|
|
Liability:
|
|
|
|
|
||||
Current
|
|
214
|
|
|
199
|
|
||
Noncurrent
|
|
4,248
|
|
|
3,328
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Term life policies of certain officers at the vice president level and above
|
|
$
|
30
|
|
|
$
|
27
|
|
|
$
|
43
|
|
Officers and director-level employees
|
|
32
|
|
|
28
|
|
|
25
|
|
|
|
Qualified Pension
|
|
Nonqualified Pension
|
|
Other Benefits
|
||||||||||||||||||
In thousands
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Accumulated benefit obligation at year end
|
|
$
|
252,706
|
|
|
$
|
230,175
|
|
|
$
|
5,925
|
|
|
$
|
4,736
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligation at beginning of year
|
|
$
|
272,403
|
|
|
$
|
293,327
|
|
|
$
|
4,736
|
|
|
$
|
5,569
|
|
|
$
|
33,678
|
|
|
$
|
34,830
|
|
Service cost
|
|
10,865
|
|
|
12,005
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|
1,327
|
|
||||||
Interest cost
|
|
11,781
|
|
|
9,946
|
|
|
200
|
|
|
157
|
|
|
1,448
|
|
|
1,130
|
|
||||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
|
23,646
|
|
|
(24,859
|
)
|
|
956
|
|
|
(540
|
)
|
|
3,734
|
|
|
(1,094
|
)
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
641
|
|
||||||
Administrative expenses
|
|
(465
|
)
|
|
(534
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
|
(15,544
|
)
|
|
(17,482
|
)
|
|
(452
|
)
|
|
(450
|
)
|
|
(2,957
|
)
|
|
(3,156
|
)
|
||||||
Obligation at end of year
|
|
302,686
|
|
|
272,403
|
|
|
5,925
|
|
|
4,736
|
|
|
37,817
|
|
|
33,678
|
|
||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
|
300,661
|
|
|
272,337
|
|
|
—
|
|
|
—
|
|
|
25,961
|
|
|
23,663
|
|
||||||
Actual return on plan assets
|
|
31,791
|
|
|
26,340
|
|
|
—
|
|
|
—
|
|
|
1,874
|
|
|
2,848
|
|
||||||
Employer contributions
|
|
20,000
|
|
|
20,000
|
|
|
452
|
|
|
450
|
|
|
2,064
|
|
|
1,965
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
641
|
|
||||||
Administrative expenses
|
|
(465
|
)
|
|
(534
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit payments
|
|
(15,544
|
)
|
|
(17,482
|
)
|
|
(452
|
)
|
|
(450
|
)
|
|
(2,957
|
)
|
|
(3,156
|
)
|
||||||
Fair value at end of year
|
|
336,443
|
|
|
300,661
|
|
|
—
|
|
|
—
|
|
|
27,747
|
|
|
25,961
|
|
||||||
Funded status at year end - over (under)
|
|
$
|
33,757
|
|
|
$
|
28,258
|
|
|
$
|
(5,925
|
)
|
|
$
|
(4,736
|
)
|
|
$
|
(10,070
|
)
|
|
$
|
(7,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Noncurrent assets
|
|
$
|
33,757
|
|
|
$
|
28,258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(521
|
)
|
|
(445
|
)
|
|
—
|
|
|
—
|
|
||||||
Noncurrent liabilities
|
|
—
|
|
|
—
|
|
|
(5,404
|
)
|
|
(4,291
|
)
|
|
(10,070
|
)
|
|
(7,717
|
)
|
||||||
Net amount recognized
|
|
$
|
33,757
|
|
|
$
|
28,258
|
|
|
$
|
(5,925
|
)
|
|
$
|
(4,736
|
)
|
|
$
|
(10,070
|
)
|
|
$
|
(7,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts Not Yet Recognized as a Component
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
of Cost and Recognized in a Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Regulatory Account:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized transition obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized prior service credit (cost)
|
|
15,046
|
|
|
17,243
|
|
|
(439
|
)
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
||||||
Unrecognized actuarial loss
|
|
(103,038
|
)
|
|
(96,338
|
)
|
|
(1,745
|
)
|
|
(820
|
)
|
|
(3,995
|
)
|
|
(354
|
)
|
||||||
Regulatory asset
|
|
(87,992
|
)
|
|
(79,095
|
)
|
|
(2,184
|
)
|
|
(1,016
|
)
|
|
(3,995
|
)
|
|
(354
|
)
|
||||||
Cumulative employer contributions in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
excess of cost
|
|
121,749
|
|
|
107,353
|
|
|
(3,741
|
)
|
|
(3,720
|
)
|
|
(6,075
|
)
|
|
(7,363
|
)
|
||||||
Net amount recognized
|
|
$
|
33,757
|
|
|
$
|
28,258
|
|
|
$
|
(5,925
|
)
|
|
$
|
(4,736
|
)
|
|
$
|
(10,070
|
)
|
|
$
|
(7,717
|
)
|
|
|
Qualified Pension
|
|
Nonqualified Pension
|
|
Other Benefits
|
||||||||||||||||||||||||||||||
In thousands
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Service cost
|
|
$
|
10,865
|
|
|
$
|
12,005
|
|
|
$
|
9,573
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
1,109
|
|
|
$
|
1,327
|
|
|
$
|
1,387
|
|
Interest cost
|
|
11,781
|
|
|
9,946
|
|
|
10,640
|
|
|
200
|
|
|
157
|
|
|
203
|
|
|
1,448
|
|
|
1,130
|
|
|
1,347
|
|
|||||||||
Expected return on plan assets
|
|
(22,530
|
)
|
|
(21,105
|
)
|
|
(20,289
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,782
|
)
|
|
(1,663
|
)
|
|
(1,551
|
)
|
|||||||||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|
667
|
|
|||||||||
Amortization of prior service cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(credit)
|
|
(2,198
|
)
|
|
(2,198
|
)
|
|
(2,198
|
)
|
|
243
|
|
|
81
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of net loss
|
|
7,685
|
|
|
11,202
|
|
|
5,966
|
|
|
31
|
|
|
161
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
|
5,603
|
|
|
9,850
|
|
|
3,692
|
|
|
474
|
|
|
399
|
|
|
372
|
|
|
775
|
|
|
1,461
|
|
|
1,850
|
|
|||||||||
Other changes in plan assets and benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
obligation recognized through
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
regulatory asset or liability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net loss (gain)
|
|
14,385
|
|
|
(30,094
|
)
|
|
43,945
|
|
|
956
|
|
|
(540
|
)
|
|
629
|
|
|
3,641
|
|
|
(2,278
|
)
|
|
2,209
|
|
|||||||||
Amounts recognized as a component of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(667
|
)
|
|
(667
|
)
|
|||||||||
Amortization of net loss
|
|
(7,685
|
)
|
|
(11,202
|
)
|
|
(5,966
|
)
|
|
(31
|
)
|
|
(161
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Prior service (cost) credit
|
|
2,198
|
|
|
2,198
|
|
|
2,198
|
|
|
(243
|
)
|
|
(81
|
)
|
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in regulatory asset
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(liability)
|
|
8,898
|
|
|
(39,098
|
)
|
|
40,177
|
|
|
1,167
|
|
|
(782
|
)
|
|
499
|
|
|
3,641
|
|
|
(2,945
|
)
|
|
1,542
|
|
|||||||||
Total recognized in net periodic benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
and regulatory asset (liability)
|
|
$
|
14,501
|
|
|
$
|
(29,248
|
)
|
|
$
|
43,869
|
|
|
$
|
1,641
|
|
|
$
|
(383
|
)
|
|
$
|
871
|
|
|
$
|
4,416
|
|
|
$
|
(1,484
|
)
|
|
$
|
3,392
|
|
|
|
Qualified
|
|
Nonqualified
|
|
Other
|
||||||
In thousands
|
|
Pension
|
|
Pension
|
|
Benefits
|
||||||
Amortization of unrecognized prior service (credit) cost
|
|
$
|
(2,198
|
)
|
|
$
|
231
|
|
|
$
|
—
|
|
Amortization of unrecognized actuarial loss
|
|
8,121
|
|
|
85
|
|
|
29
|
|
Pension plan
|
4.13
|
%
|
NCNG SERP
|
3.64
|
%
|
Directors’ SERP
|
3.74
|
%
|
Piedmont SERP
|
3.10
|
%
|
OPEB
|
4.03
|
%
|
|
|
Qualified Pension
|
|
Nonqualified Pension
|
|
Other Benefits
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||
Discount rate
|
|
4.13
|
%
|
|
4.55
|
%
|
|
3.69
|
%
|
|
3.98
|
%
|
|
4.03
|
%
|
|
4.44
|
%
|
Rate of compensation increase
|
|
3.68
|
%
|
|
3.72
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Qualified Pension
|
|
Nonqualified Pension
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount rate
|
|
4.55
|
%
|
|
3.51
|
%
|
|
4.67
|
%
|
|
3.98
|
%
|
|
2.95
|
%
|
|
4.10
|
%
|
Expected long-term rate of return on plan assets
|
|
7.75
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase
|
|
3.72
|
%
|
|
3.76
|
%
|
|
3.78
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Other Benefits
|
|
|
||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||||||
Discount rate
|
|
4.44
|
%
|
|
3.34
|
%
|
|
4.36
|
%
|
|
||||||||
Expected long-term rate of return on plan assets
|
|
7.75
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
||||||||
Rate of compensation increase
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
In thousands
|
|
||
Qualified pension plan *
|
$
|
10,000
|
|
Nonqualified pension plans
|
521
|
|
|
MPP plan
|
1,300
|
|
|
OPEB plan
|
1,500
|
|
|
|
Qualified
|
|
Nonqualified
|
|
Other
|
||||||
In thousands
|
|
Pension
|
|
Pension
|
|
Benefits
|
||||||
2015
|
|
$
|
29,946
|
|
|
$
|
521
|
|
|
$
|
2,409
|
|
2016
|
|
16,794
|
|
|
507
|
|
|
2,449
|
|
|||
2017
|
|
16,332
|
|
|
491
|
|
|
2,527
|
|
|||
2018
|
|
19,197
|
|
|
472
|
|
|
2,606
|
|
|||
2019
|
|
20,685
|
|
|
490
|
|
|
2,682
|
|
|||
2020 - 2024
|
|
110,459
|
|
|
2,149
|
|
|
14,179
|
|
|
|
2014
|
|
2013
|
||
Health care cost trend rate assumed for next year
|
|
7.40
|
%
|
|
7.40
|
%
|
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2027
|
|
|
2027
|
|
In thousands
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total of service and interest cost components of net periodic
|
|
|
|
|
||||
postretirement health care benefit cost for the year ended October 31, 2014
|
|
$
|
31
|
|
|
$
|
(32
|
)
|
Effect on the health care cost component of the accumulated postretirement
|
|
|
|
|
||||
benefit obligation as of October 31, 2014
|
|
829
|
|
|
(841
|
)
|
|
|
|
|
|
|
Redemptions
|
|
|
Redemption
|
|
|
|
Notice
|
Investment
|
|
Frequency
|
|
Other Redemption Restrictions
|
|
Period
|
Common trust fund -
International growth
|
|
Monthly
|
|
None
|
|
30 days
|
|
|
|
|
|||
Hedge fund of funds
|
|
Quarterly
|
|
Redeemed in whole or part but not less than the minimum redemption amount for each currency. Redemption within one year of purchase is subject to 1.5% redemption fee. Redeemed on “first in first out” basis. None of our investment is subject to the redemption fee. Fund’s Board of Directors may limit or suspend share redemptions until a further notification ending suspension. No such notification has been received as of October 31, 2014.
|
|
65 days
|
|
|
|
|
|||
Private equity fund of funds
|
|
Limited
|
|
Investors have only very limited withdrawal rights for specific legal or regulatory reasons. Any transfer of interest will be subject to approval.
|
|
(1)
|
|
|
|
|
|||
Commodities fund of funds
|
|
Monthly
|
|
Redemption within one year of purchase is subject to 1% redemption fee. None of our investment is subject to the redemption fee. If 95% or more of the balance is requested, 95% of the balance will be paid within 30 days. Any outstanding balance or interest owed will be paid after the annual audit is complete.
|
|
35 days
|
|
|
|
|
|
|
|
Bank loans
|
|
Daily
|
|
None
|
|
30 days
|
|
|
Qualified Pension Plan as of October 31, 2013
|
|||||||||||||||||
|
|
|
|
Significant Other Observable Inputs(Level 2)
|
|
|
|
|
|
|
|||||||||
|
|
Quoted Prices In Active Markets (Level 1)
|
|
|
Significant Unobservable Inputs (Level 3)
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
Total Carrying Value
|
|
% of Total
|
||||||||||||
In thousands
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
5,566
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
5,722
|
|
|
2
|
%
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
38
|
%
|
||||||||
U.S. treasuries
|
|
—
|
|
|
24,078
|
|
|
—
|
|
|
24,078
|
|
|
8
|
%
|
||||
Long duration bonds
|
|
—
|
|
|
34,041
|
|
|
—
|
|
|
34,041
|
|
|
11
|
%
|
||||
Corporate bonds
|
|
—
|
|
|
42,701
|
|
|
—
|
|
|
42,701
|
|
|
14
|
%
|
||||
High yield bonds
|
|
14,680
|
|
|
—
|
|
|
—
|
|
|
14,680
|
|
|
5
|
%
|
||||
Collateralized mortgage
|
|
|
|
|
|
|
|
|
|
|
|||||||||
obligations
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
1,098
|
|
|
—
|
%
|
||||
Derivatives
|
|
6
|
|
|
(17
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
%
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
43
|
%
|
||||||||
Large cap core index
|
|
12,023
|
|
|
—
|
|
|
—
|
|
|
12,023
|
|
|
4
|
%
|
||||
Large cap value
|
|
16,908
|
|
|
—
|
|
|
—
|
|
|
16,908
|
|
|
6
|
%
|
||||
Large cap growth
|
|
17,823
|
|
|
—
|
|
|
—
|
|
|
17,823
|
|
|
6
|
%
|
||||
Small cap value
|
|
30,831
|
|
|
—
|
|
|
—
|
|
|
30,831
|
|
|
10
|
%
|
||||
Common trust fund - International
|
|
|
|
|
|
|
|
|
|
|
|||||||||
value
|
|
—
|
|
|
24,460
|
|
|
—
|
|
|
24,460
|
|
|
8
|
%
|
||||
Common trust fund - International
|
|
|
|
|
|
|
|
|
|
|
|||||||||
growth
|
|
—
|
|
|
27,270
|
|
|
—
|
|
|
27,270
|
|
|
9
|
%
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
5
|
%
|
||||||||
Global REIT
|
|
15,042
|
|
|
—
|
|
|
—
|
|
|
15,042
|
|
|
5
|
%
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
12
|
%
|
||||||||
Hedge fund of funds
|
|
—
|
|
|
18,571
|
|
|
—
|
|
|
18,571
|
|
|
6
|
%
|
||||
Private equity fund of funds
|
|
—
|
|
|
—
|
|
|
4,659
|
|
|
4,659
|
|
|
2
|
%
|
||||
Commodities fund of funds
|
|
—
|
|
|
10,765
|
|
|
—
|
|
|
10,765
|
|
|
4
|
%
|
||||
Total assets at fair value
|
|
$
|
112,879
|
|
|
$
|
183,123
|
|
|
$
|
4,659
|
|
|
$
|
300,661
|
|
|
100
|
%
|
Percent of fair value hierarchy
|
|
37
|
%
|
|
61
|
%
|
|
2
|
%
|
|
100
|
%
|
|
|
|
|
Private
|
||
|
|
Equity Fund
|
||
In thousands
|
|
of Funds
|
||
Balance, October 31, 2012
|
|
$
|
3,522
|
|
Actual return on plan assets:
|
|
|
||
Relating to assets still held at the reporting date
|
|
116
|
|
|
Relating to assets sold during the period
|
|
61
|
|
|
Purchases, sales and settlements (net)
|
|
960
|
|
|
Transfer in/out of Level 3
|
|
—
|
|
|
Balance, October 31, 2013
|
|
4,659
|
|
|
Actual return on plan assets:
|
|
|
||
Relating to assets still held at the reporting date
|
|
1,031
|
|
|
Relating to assets sold during the period
|
|
113
|
|
|
Purchases, sales and settlements (net)
|
|
1,355
|
|
|
Transfer in/out of Level 3
|
|
—
|
|
|
Balance, October 31, 2014
|
|
$
|
7,158
|
|
|
|
Other Benefits as of October 31, 2014
|
|||||||||||||||||
|
|
|
|
Significant Other Observable Inputs(Level 2)
|
|
|
|
|
|
|
|||||||||
|
|
Quoted Prices In Active Markets (Level 1)
|
|
|
Significant Unobservable Inputs (Level 3)
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
Total Carrying Value
|
|
% of Total
|
||||||||||||
In thousands
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
2,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,590
|
|
|
9
|
%
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
44
|
%
|
||||||||
U.S. treasuries
|
|
2,013
|
|
|
—
|
|
|
—
|
|
|
2,013
|
|
|
7
|
%
|
||||
Corporate bonds / Other fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
securities
|
|
10,187
|
|
|
—
|
|
|
—
|
|
|
10,187
|
|
|
37
|
%
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
42
|
%
|
||||||||
Large cap value
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
4
|
%
|
||||
Large cap growth
|
|
1,310
|
|
|
—
|
|
|
—
|
|
|
1,310
|
|
|
5
|
%
|
||||
Small cap value
|
|
1,336
|
|
|
—
|
|
|
—
|
|
|
1,336
|
|
|
5
|
%
|
||||
Small cap growth
|
|
1,319
|
|
|
—
|
|
|
—
|
|
|
1,319
|
|
|
5
|
%
|
||||
Large cap index
|
|
2,532
|
|
|
—
|
|
|
—
|
|
|
2,532
|
|
|
9
|
%
|
||||
International blend
|
|
3,846
|
|
|
—
|
|
|
—
|
|
|
3,846
|
|
|
14
|
%
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
5
|
%
|
||||||||
Global REIT
|
|
1,345
|
|
|
—
|
|
|
—
|
|
|
1,345
|
|
|
5
|
%
|
||||
Total assets at fair value
|
|
$
|
27,747
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,747
|
|
|
100
|
%
|
Percent of fair value hierarchy
|
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
|
|
|
Other Benefits as of October 31, 2013
|
|||||||||||||||||
|
|
|
|
Significant Other Observable Inputs(Level 2)
|
|
|
|
|
|
|
|||||||||
|
|
Quoted Prices In Active Markets (Level 1)
|
|
|
Significant Unobservable Inputs (Level 3)
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
Total Carrying Value
|
|
% of Total
|
||||||||||||
In thousands
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
982
|
|
|
4
|
%
|
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
|
46
|
%
|
||||||||
U.S. treasuries
|
|
2,582
|
|
|
—
|
|
|
—
|
|
|
2,582
|
|
|
10
|
%
|
||||
Corporate bonds / Other fixed income
|
|
|
|
|
|
|
|
|
|
|
|||||||||
securities
|
|
9,232
|
|
|
—
|
|
|
—
|
|
|
9,232
|
|
|
36
|
%
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
45
|
%
|
||||||||
Large cap value
|
|
1,327
|
|
|
—
|
|
|
—
|
|
|
1,327
|
|
|
5
|
%
|
||||
Large cap growth
|
|
1,352
|
|
|
—
|
|
|
—
|
|
|
1,352
|
|
|
5
|
%
|
||||
Small cap value
|
|
1,331
|
|
|
—
|
|
|
—
|
|
|
1,331
|
|
|
5
|
%
|
||||
Small cap growth
|
|
1,313
|
|
|
—
|
|
|
—
|
|
|
1,313
|
|
|
5
|
%
|
||||
Large cap index
|
|
2,384
|
|
|
—
|
|
|
—
|
|
|
2,384
|
|
|
9
|
%
|
||||
International blend
|
|
4,206
|
|
|
—
|
|
|
—
|
|
|
4,206
|
|
|
16
|
%
|
||||
Real Estate:
|
|
|
|
|
|
|
|
|
|
5
|
%
|
||||||||
Global REIT
|
|
1,252
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|
5
|
%
|
||||
Total assets at fair value
|
|
$
|
25,961
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,961
|
|
|
100
|
%
|
Percent of fair value hierarchy
|
|
100
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
401(k) matching contributions
|
|
$
|
6,134
|
|
|
$
|
5,688
|
|
|
$
|
5,400
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Compensation expense
|
|
$
|
8,496
|
|
|
$
|
4,526
|
|
|
$
|
5,730
|
|
Tax benefit
|
|
2,476
|
|
|
1,538
|
|
|
2,080
|
|
|||
Liability
|
|
15,130
|
|
|
11,098
|
|
|
|
In thousands
|
|
2015
|
|
2016
|
|
2017
|
||||||
Amount of payout
|
|
$
|
7,204
|
|
|
$
|
4,980
|
|
|
$
|
2,946
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
In thousands
|
|
Federal
|
|
State
|
|
Federal
|
|
State
|
|
Federal
|
|
State
|
||||||||||||
Charged (Credited) to operating
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current
(1)
|
|
$
|
(1,653
|
)
|
|
$
|
950
|
|
|
$
|
(3,032
|
)
|
|
$
|
919
|
|
|
$
|
(29,062
|
)
|
|
$
|
1,857
|
|
Deferred
(1)
|
|
70,654
|
|
|
13,434
|
|
|
67,885
|
|
|
11,829
|
|
|
86,496
|
|
|
10,144
|
|
||||||
Tax Credits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization
|
|
(209
|
)
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
||||||
Total
|
|
68,792
|
|
|
14,384
|
|
|
64,586
|
|
|
12,748
|
|
|
57,100
|
|
|
12,001
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Charged (Credited) to other income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current
|
|
4,233
|
|
|
870
|
|
|
6,049
|
|
|
984
|
|
|
5,636
|
|
|
1,027
|
|
||||||
Deferred
|
|
5,811
|
|
|
728
|
|
|
2,225
|
|
|
(646
|
)
|
|
2,214
|
|
|
239
|
|
||||||
Total
|
|
10,044
|
|
|
1,598
|
|
|
8,274
|
|
|
338
|
|
|
7,850
|
|
|
1,266
|
|
||||||
Total
|
|
$
|
78,836
|
|
|
$
|
15,982
|
|
|
$
|
72,860
|
|
|
$
|
13,086
|
|
|
$
|
64,950
|
|
|
$
|
13,267
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal taxes at 35%
|
|
$
|
83,517
|
|
|
$
|
77,127
|
|
|
$
|
69,322
|
|
State income taxes, net of federal benefit
|
|
10,389
|
|
|
8,506
|
|
|
8,624
|
|
|||
Amortization of investment tax credits
|
|
(209
|
)
|
|
(267
|
)
|
|
(334
|
)
|
|||
Other, net
|
|
1,121
|
|
|
580
|
|
|
605
|
|
|||
Total
|
|
$
|
94,818
|
|
|
$
|
85,946
|
|
|
$
|
78,217
|
|
In thousands
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Benefit of loss carryforwards
|
|
$
|
39,532
|
|
|
$
|
66,087
|
|
Revenues and cost of gas
|
|
4,960
|
|
|
—
|
|
||
Employee benefits and compensation
|
|
16,547
|
|
|
13,834
|
|
||
Revenue requirement
|
|
20,320
|
|
|
19,062
|
|
||
Utility plant
|
|
5,631
|
|
|
10,386
|
|
||
Other
|
|
12,869
|
|
|
12,796
|
|
||
Total deferred tax assets
|
|
99,859
|
|
|
122,165
|
|
||
Valuation allowance
|
|
(505
|
)
|
|
(505
|
)
|
||
Total deferred tax assets, net
|
|
99,354
|
|
|
121,660
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Utility plant
|
|
724,172
|
|
|
652,822
|
|
||
Revenues and cost of gas
|
|
4,340
|
|
|
21,257
|
|
||
Equity method investments
|
|
42,998
|
|
|
38,710
|
|
||
Deferred costs
|
|
65,828
|
|
|
59,221
|
|
||
Other
|
|
18,065
|
|
|
18,324
|
|
||
Total deferred tax liabilities
|
|
855,403
|
|
|
790,334
|
|
||
Net deferred income tax liabilities
|
|
$
|
756,049
|
|
|
$
|
668,674
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
505
|
|
|
$
|
505
|
|
|
$
|
505
|
|
Credited to income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
$
|
505
|
|
|
$
|
505
|
|
|
$
|
505
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Transportation costs
|
|
$
|
8,825
|
|
|
$
|
8,775
|
|
|
$
|
6,613
|
|
Trade accounts payable
|
|
747
|
|
|
755
|
|
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current assets
|
|
$
|
8,856
|
|
|
$
|
15,179
|
|
|
|
||
Noncurrent assets
|
|
111,881
|
|
|
116,414
|
|
|
|
||||
Current liabilities
|
|
1,468
|
|
|
2,637
|
|
|
|
||||
Noncurrent liabilities
|
|
45,402
|
|
|
45,273
|
|
|
|
||||
Revenues
|
|
16,705
|
|
|
17,649
|
|
|
$
|
16,165
|
|
||
Gross profit
|
|
16,705
|
|
|
17,649
|
|
|
16,165
|
|
|||
Income before income taxes
|
|
8,042
|
|
|
9,361
|
|
|
10,433
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gas storage costs
|
|
$
|
11,364
|
|
|
$
|
11,098
|
|
|
$
|
10,410
|
|
Trade accounts payable
|
|
989
|
|
|
940
|
|
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current assets
|
|
$
|
8,812
|
|
|
$
|
9,225
|
|
|
|
||
Noncurrent assets
|
|
70,837
|
|
|
74,710
|
|
|
|
||||
Current liabilities
|
|
38,029
|
|
|
3,531
|
|
|
|
||||
Noncurrent liabilities
|
|
—
|
|
|
35,391
|
|
|
|
||||
Revenues
|
|
18,025
|
|
|
16,810
|
|
|
$
|
16,390
|
|
||
Gross profit
|
|
18,025
|
|
|
16,810
|
|
|
16,390
|
|
|||
Income before income taxes
|
|
6,011
|
|
|
5,804
|
|
|
5,832
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating revenues
|
|
$
|
3,541
|
|
|
$
|
3,291
|
|
|
$
|
2,442
|
|
Trade accounts receivable
|
|
460
|
|
|
441
|
|
|
|
In thousands
|
|
2014
|
|
2013*
|
|
2012
|
||||||
Current assets
|
|
$
|
196,286
|
|
|
$
|
199,425
|
|
|
|
||
Noncurrent assets
|
|
143,420
|
|
|
147,571
|
|
|
|
||||
Current liabilities
|
|
51,435
|
|
|
76,346
|
|
|
|
||||
Noncurrent liabilities
|
|
83
|
|
|
31
|
|
|
|
||||
Revenues
|
|
845,695
|
|
|
639,426
|
|
|
$
|
585,291
|
|
||
Gross profit
|
|
234,581
|
|
|
174,993
|
|
|
161,122
|
|
|||
Income before income taxes
|
|
136,569
|
|
|
102,805
|
|
|
94,631
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gas storage costs
|
|
$
|
9,461
|
|
|
$
|
9,702
|
|
|
$
|
9,702
|
|
Trade accounts payable
|
|
774
|
|
|
808
|
|
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current assets
|
|
$
|
12,644
|
|
|
$
|
7,641
|
|
|
|
||
Noncurrent assets
|
|
157,861
|
|
|
161,282
|
|
|
|
||||
Current liabilities
|
|
17,316
|
|
|
12,378
|
|
|
|
||||
Noncurrent liabilities
|
|
78,830
|
|
|
87,184
|
|
|
|
||||
Revenues
|
|
23,804
|
|
|
24,375
|
|
|
$
|
24,359
|
|
||
Gross profit
|
|
23,804
|
|
|
24,375
|
|
|
24,359
|
|
|||
Income before income taxes
|
|
10,497
|
|
|
10,582
|
|
|
9,939
|
|
|
|
October 31,
|
|
October 31,
|
||||
In thousands
|
|
2014
|
|
2013
|
||||
Cardinal
|
|
$
|
16,073
|
|
|
$
|
18,207
|
|
Pine Needle
|
|
18,689
|
|
|
20,270
|
|
||
SouthStar
|
|
40,965
|
|
|
38,372
|
|
||
Hardy Storage
|
|
37,179
|
|
|
34,681
|
|
||
Constitution
|
|
57,255
|
|
|
16,939
|
|
||
ACP
|
|
10
|
|
|
|
|||
Total equity method investments in non-utility activities
|
|
$
|
170,171
|
|
|
$
|
128,469
|
|
|
|
|
|
Regulated
|
|
Unregulated
|
|
|
||||||||
|
|
Regulated
|
|
Non-Utility
|
|
Non-Utility
|
|
|
||||||||
In thousands
|
|
Utility
|
|
Activities
|
|
Activities
|
|
Total
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
|
$
|
1,469,988
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,469,988
|
|
Margin
|
|
690,208
|
|
|
—
|
|
|
—
|
|
|
690,208
|
|
||||
Operations and maintenance expenses
|
|
270,877
|
|
|
132
|
|
|
92
|
|
|
271,101
|
|
||||
Depreciation
|
|
118,996
|
|
|
—
|
|
|
18
|
|
|
119,014
|
|
||||
Operating income (loss) before income taxes
|
|
263,041
|
|
|
(183
|
)
|
|
(203
|
)
|
|
262,655
|
|
||||
Income from equity method investments
|
|
—
|
|
|
12,318
|
|
|
20,435
|
|
|
32,753
|
|
||||
Interest expense
|
|
54,686
|
|
|
—
|
|
|
—
|
|
|
54,686
|
|
||||
Income before income taxes
|
|
206,253
|
|
|
12,135
|
|
|
20,231
|
|
|
238,619
|
|
||||
Total assets
|
|
4,442,185
|
|
|
129,206
|
|
|
41,309
|
|
|
4,612,700
|
|
||||
Equity method investments in non-utility activities
|
|
—
|
|
|
129,206
|
|
|
40,965
|
|
|
170,171
|
|
||||
Construction expenditures
|
|
460,444
|
|
|
—
|
|
|
—
|
|
|
460,444
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Regulated
|
|
Unregulated
|
|
|
||||||||
|
|
Regulated
|
|
Non-Utility
|
|
Non-Utility
|
|
|
||||||||
In thousands
|
|
Utility
|
|
Activities
|
|
Activities
|
|
Total
|
||||||||
2013
|
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
|
$
|
1,278,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,278,229
|
|
Margin
|
|
621,490
|
|
|
—
|
|
|
—
|
|
|
621,490
|
|
||||
Operations and maintenance expenses
|
|
253,120
|
|
|
103
|
|
|
78
|
|
|
253,301
|
|
||||
Depreciation
|
|
112,207
|
|
|
—
|
|
|
18
|
|
|
112,225
|
|
||||
Operating income (loss) before income taxes
|
|
221,528
|
|
|
(150
|
)
|
|
(202
|
)
|
|
221,176
|
|
||||
Income from equity method investments
|
|
—
|
|
|
10,584
|
|
|
15,472
|
|
|
26,056
|
|
||||
Interest expense
|
|
24,938
|
|
|
—
|
|
|
—
|
|
|
24,938
|
|
||||
Income before income taxes
|
|
194,659
|
|
|
10,434
|
|
|
15,270
|
|
|
220,363
|
|
||||
Total assets
|
|
4,053,591
|
|
|
90,097
|
|
|
38,735
|
|
|
4,182,423
|
|
||||
Equity method investments in non-utility activities
|
|
—
|
|
|
90,097
|
|
|
38,372
|
|
|
128,469
|
|
||||
Construction expenditures
|
|
599,999
|
|
|
—
|
|
|
—
|
|
|
599,999
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Regulated
|
|
Unregulated
|
|
|
||||||||
|
|
Regulated
|
|
Non-Utility
|
|
Non-Utility
|
|
|
||||||||
In thousands
|
|
Utility
|
|
Activities
|
|
Activities
|
|
Total
|
||||||||
2012
|
|
|
|
|
|
|
|
|
||||||||
Revenues from external customers
|
|
$
|
1,122,780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,122,780
|
|
Margin
|
|
575,446
|
|
|
—
|
|
|
—
|
|
|
575,446
|
|
||||
Operations and maintenance expenses
|
|
242,599
|
|
|
31
|
|
|
71
|
|
|
242,701
|
|
||||
Depreciation
|
|
103,192
|
|
|
—
|
|
|
18
|
|
|
103,210
|
|
||||
Operating income (loss) before income taxes
|
|
194,824
|
|
|
(78
|
)
|
|
(186
|
)
|
|
194,560
|
|
||||
Income from equity method investments
|
|
—
|
|
|
9,709
|
|
|
14,195
|
|
|
23,904
|
|
||||
Interest expense
|
|
20,097
|
|
|
—
|
|
|
—
|
|
|
20,097
|
|
||||
Income before income taxes
|
|
174,424
|
|
|
9,631
|
|
|
14,009
|
|
|
198,064
|
|
||||
Total assets
|
|
3,475,640
|
|
|
69,749
|
|
|
18,498
|
|
|
3,563,887
|
|
||||
Equity method investments in non-utility activities
|
|
—
|
|
|
69,749
|
|
|
18,118
|
|
|
87,867
|
|
||||
Construction expenditures
|
|
529,576
|
|
|
—
|
|
|
—
|
|
|
529,576
|
|
In thousands
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating Income:
|
|
|
|
|
|
|
||||||
Segment operating income before income taxes
|
|
$
|
262,655
|
|
|
$
|
221,176
|
|
|
$
|
194,560
|
|
Utility income taxes
|
|
(83,176
|
)
|
|
(77,334
|
)
|
|
(69,101
|
)
|
|||
Regulated non-utility activities operating loss before income taxes
|
|
183
|
|
|
150
|
|
|
78
|
|
|||
Unregulated non-utility activities operating loss before income taxes
|
|
203
|
|
|
202
|
|
|
186
|
|
|||
Total
|
|
$
|
179,865
|
|
|
$
|
144,194
|
|
|
$
|
125,723
|
|
|
|
|
|
|
|
|
||||||
Net Income:
|
|
|
|
|
|
|
||||||
Income before income taxes for reportable segments
|
|
$
|
238,619
|
|
|
$
|
220,363
|
|
|
$
|
198,064
|
|
Income taxes
|
|
(94,818
|
)
|
|
(85,946
|
)
|
|
(78,217
|
)
|
|||
Total
|
|
$
|
143,801
|
|
|
$
|
134,417
|
|
|
$
|
119,847
|
|
In thousands
|
|
2014
|
|
2013
|
|
|
||||
|
|
|
|
|
|
|||||
Consolidated Assets:
|
|
|
|
|
|
|||||
Total assets for reportable segments
|
|
$
|
4,612,700
|
|
|
$
|
4,182,423
|
|
|
|
Eliminations/Adjustments
|
|
171,553
|
|
|
186,186
|
|
|
|||
Total
|
|
$
|
4,784,253
|
|
|
$
|
4,368,609
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss)
|
||||||||||||||
|
|
|
|
|
|
|
|
Net
|
|
Per Share of
|
||||||||||||||
|
|
Operating
|
|
|
|
Operating
|
|
Income
|
|
Common Stock
|
||||||||||||||
|
|
Revenues
|
|
Margin
|
|
Income
|
|
(Loss)
|
|
Basic
|
|
Diluted
|
||||||||||||
Fiscal Year 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 31
|
|
$
|
657,733
|
|
|
$
|
261,512
|
|
|
$
|
102,319
|
|
|
$
|
97,572
|
|
|
$
|
1.27
|
|
|
$
|
1.26
|
|
April 30
|
|
462,247
|
|
|
211,523
|
|
|
67,299
|
|
|
62,540
|
|
|
0.80
|
|
|
0.80
|
|
||||||
July 31
|
|
164,187
|
|
|
104,847
|
|
|
3,254
|
|
|
(7,344
|
)
|
|
(0.09
|
)
|
|
(0.09
|
)
|
||||||
October 31
|
|
185,821
|
|
|
112,326
|
|
|
6,993
|
|
|
(8,967
|
)
|
|
(0.11
|
)
|
|
(0.11
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal Year 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 31
|
|
$
|
515,875
|
|
|
$
|
231,623
|
|
|
$
|
86,213
|
|
|
$
|
85,923
|
|
|
$
|
1.19
|
|
|
$
|
1.18
|
|
April 30
|
|
399,411
|
|
|
183,856
|
|
|
51,504
|
|
|
55,790
|
|
|
0.74
|
|
|
0.74
|
|
||||||
July 31
|
|
162,943
|
|
|
97,000
|
|
|
591
|
|
|
(2,293
|
)
|
|
(0.03
|
)
|
|
(0.03
|
)
|
||||||
October 31
|
|
200,000
|
|
|
109,011
|
|
|
5,886
|
|
|
(5,003
|
)
|
|
(0.07
|
)
|
|
(0.07
|
)
|
|
|
|
Piedmont Natural Gas Company, Inc.
|
|
|
|
|
|
|
|
|
|
|
/s/ Thomas E. Skains
|
|
|
|
|
Thomas E. Skains
Chairman, President and Chief Executive Officer
|
|
|
|||
|
|
|
|
/s/ Karl W. Newlin
|
|
|
|
|
Karl W. Newlin
Senior Vice President and Chief Financial Officer
|
|
|
|||
|
|
|
|
/s/ Jose M. Simon
|
|
|
|
|
Jose M. Simon
Vice President and Controller
|
|
||||
|
|
4.5
|
|
First Supplemental Indenture, dated as of February 25, 1994, between PNG Acquisition Company, Piedmont Natural Gas Company, Inc., and Citibank, N.A., Trustee (incorporated by reference to Exhibit 4.2, Form S-3 Registration Statement No. 33-59369).
|
|
||||
|
|
4.6
|
|
Medium-Term Note, Series A, dated as of September 19, 1994 (incorporated by reference to Exhibit 4.9, Form 10-K for the fiscal year ended October 31, 1994).
|
|
||||
|
|
4.7
|
|
Form of Master Global Note (incorporated by reference to Exhibit 4.4, Form S-3 Registration Statement No. 33-59369).
|
|
||||
|
|
4.8
|
|
Pricing Supplement of Medium-Term Notes, Series B, dated October 3, 1995 (incorporated by reference to Exhibit 4.10, Form 10-K for the fiscal year ended October 31, 1995).
|
|
||||
|
|
4.9
|
|
Pricing Supplement of Medium-Term Notes, Series B, dated October 4, 1996 (incorporated by reference to Exhibit 4.11, Form 10-K for the fiscal year ended October 31, 1996).
|
|
||||
|
|
4.10
|
|
Form of Master Global Note (incorporated by reference to Exhibit 4.4, Form S-3 Registration Statement No. 333-26161).
|
|
||||
|
|
4.11
|
|
Pricing Supplement of Medium-Term Notes, Series C, dated September 15, 1999 (incorporated by reference to Rule 424(b)(3) Pricing Supplement to Form S-3 Registration Statement Nos. 33-59369 and 333-26161).
|
|
||||
|
|
4.12
|
|
Second Supplemental Indenture, dated as of June 15, 2003, between Piedmont and Citibank, N.A., Trustee (incorporated by reference to Exhibit 4.3, Form S-3 Registration Statement No. 333-106268).
|
|
||||
|
|
4.13
|
|
Form of 6% Medium-Term Note, Series E, dated as of December 19, 2003 (incorporated by reference to Exhibit 99.2, Form 8-K, dated December 23, 2003).
|
|
||||
|
|
4.14
|
|
Third Supplemental Indenture, dated as of June 20, 2006, between Piedmont Natural Gas Company, Inc. and Citibank, N.A., as trustee (incorporated by reference to Exhibit 4.1, Form 8-K dated June 20, 2006).
|
|
||||
|
|
4.15
|
|
Agreement of Resignation, Appointment and Acceptance dated as of March 29, 2007, by and among Piedmont Natural Gas Company, Inc., Citibank, N.A., and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 4.1, Form 10-Q for quarter ended April 30, 2007).
|
|
||||
|
|
4.16
|
|
Note Purchase Agreement, dated as of May 6, 2011, among Piedmont Natural Gas Company, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 10, Form 8-K, dated May 12, 2011).
|
|
||||
|
|
4.17
|
|
Form of 2.92% Series A Senior Notes due June 6, 2016 (incorporated by reference to Exhibit 4.1, Form 8-K dated May 12, 2011).
|
|
||||
|
|
4.18
|
|
Form of 4.24% Series B Senior Notes due June 6, 2021 (incorporated by reference to Exhibit 4.2, Form 8-K dated May 12, 2011).
|
|
||||
|
|
4.19
|
|
Fourth Supplemental Indenture, dated as of May 6, 2011, between Piedmont Natural Gas Company, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2, Form S-3-ASR Registration Statement No. 333-175386).
|
|
||||
|
|
4.20
|
|
Amendment to September 1992 Note Agreement dated as of April 15, 2011 by and between Piedmont Natural Gas Company, Inc., and Provident Life and Accident Insurance Company (incorporated by reference to Exhibit 10.3, Form 10-Q for the quarter ended April 30, 2011).
|
|
||||
|
|
4.21
|
|
Note Purchase Agreement, dated as of March 27, 2012, among Piedmont Natural Gas Company, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 10.1, Form 8-K dated March 29, 2012).
|
|
||||
|
|
4.22
|
|
Form of 3.47% Series A Senior Notes due July 16, 2027 (incorporated by reference to Exhibit 4.1, Form 8-K dated March 29, 2012).
|
|
||||
|
|
4.23
|
|
Form of 3.57% Series B Senior Notes due July 16, 2027 (incorporated by reference to Exhibit 4.2, Form 8-K dated March 29, 2012).
|
|
||||
|
|
4.24
|
|
Corporate Commercial Paper Master Note dated March 1, 2012 between U.S. Bank National Association as Paying Agent and Piedmont Natural Gas Company, Inc. as Issuer (incorporated by reference to Exhibit 4.1, Form 10-Q for the quarter ended April 30, 2012).
|
|
||||
|
|
4.25
|
|
Fifth Supplemental Indenture, dated August 1, 2013, between the Company and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1, Form 8-K dated August 1, 2013).
|
|
||||
|
|
4.26
|
|
Form of 4.65% Senior Notes due 2043 (incorporated by reference to Exhibit 4.2, Form 8-K dated August 1, 2013).
|
|
||||
|
|
4.27
|
|
Sixth Supplemental Indenture, dated September 18, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1, Form 8-K dated September 18, 2014).
|
|
|
|
|
|
|
|
4.28
|
|
Form of 4.10% Senior Notes due 2034 (incorporated by reference to Exhibit 4.2, Form 8-K dated September 18, 2014).
|
|
|
|
|
|
|
|
4.29
|
|
Third Amendment to September 1992 Note Agreement, dated as of October 15, 2014, between the Company and Provident Life and Accident Insurance Company.
|
|
||||
|
|
|
|
Compensatory Contracts:
|
|
||||
|
|
10.1
|
|
Form of Director Retirement Benefits Agreement with outside directors, dated September 1, 1999 (incorporated by reference to Exhibit 10.54, Form 10-K for the fiscal year ended October 31, 1999).
|
|
||||
|
|
10.2
|
|
Severance Agreement with Thomas E. Skains, dated September 4, 2007 (substantially identical agreements have been entered into as of the same date with Franklin H. Yoho, Kevin M. O’Hara and Jane R. Lewis-Raymond) (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended July 31, 2007).
|
|
||||
|
|
10.3
|
|
Schedule of Severance Agreements with Executives (incorporated by reference to Exhibit 10.2a, Form 10-Q for the quarter ended July 31, 2007).
|
|
||||
|
|
10.4
|
|
Piedmont Natural Gas Company, Inc. Incentive Compensation Plan as Amended and Restated Effective December 15, 2010 (incorporated by reference to Appendix A, Form DEF14A dated January 14, 2011).
|
|
|
|
10.5
|
|
Form of Performance Unit Award Agreement (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended January 31, 2011).
|
|
||||
|
|
10.6
|
|
Resolution of Board of Directors, June 7, 2013, establishing compensation for non-management directors (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended July 31, 2013).
|
|
||||
|
|
10.7
|
|
Piedmont Natural Gas Company, Inc. Voluntary Deferral Plan, dated as of December 8, 2008, effective November 1, 2008 (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended January 31, 2009).
|
|
||||
|
|
10.8
|
|
Piedmont Natural Gas Company, Inc. Defined Contribution Restoration Plan, dated as of December 8, 2008, effective January 1, 2009 (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended January 31, 2009).
|
|
||||
|
|
10.9
|
|
Piedmont Natural Gas Company Employee Stock Purchase Plan, amended and restated as of April 1, 2009 (incorporated by reference to Exhibit 4.1, Form 8-K dated April 3, 2009).
|
|
||||
|
|
10.10
|
|
Amendment No. 1 to Director Retirement Benefits Agreements with outside directors, dated as of December 31, 2008 (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended July 31, 2009).
|
|
||||
|
|
10.11
|
|
Severance Agreement between Piedmont Natural Gas Company, Inc. and Karl W. Newlin, dated as of June 4, 2010 (incorporated by reference to Exhibit 10.3, Form 10-Q for the quarter ended July 31, 2010).
|
|
||||
|
|
10.12
|
|
Instrument of Amendment for Piedmont Natural Gas Company, Inc. Defined Contribution Restoration Plan dated as of January 23, 2012, by Piedmont Natural Gas Company, Inc. (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended January 31, 2012).
|
|
||||
|
|
10.13
|
|
2011 Retention Award Agreement dated December 15, 2011 between Piedmont Natural Gas Company, Inc. and Thomas E. Skains (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended January 31, 2012).
|
|
||||
|
|
10.14
|
|
Severance Agreement, dated February 1, 2012, between Piedmont Natural Gas Company, Inc. and Victor M. Gaglio (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended April 30, 2012).
|
|
||||
|
|
10.15
|
|
Amended and Restated Employment Agreement dated May 25, 2012 between Piedmont Natural Gas Company, Inc. and Thomas E. Skains (substantially identical agreements have been entered into with Victor M. Gaglio, Jane R. Lewis-Raymond, Karl W. Newlin, Kevin M. O’Hara and Franklin H. Yoho) (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended July 31, 2012).
|
|
||||
|
|
10.16
|
|
Schedule of Amended and Restated Employment Agreements with Executives (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended July 31, 2012).
|
|
||||
|
|
10.17
|
|
Amendment to the Piedmont Natural Gas Company Employee Stock Purchase Plan dated September 18, 2012, by Piedmont Natural Gas Company, Inc. (incorporated by reference to Exhibit 10.21, Form 10-K for the fiscal year ended October 31, 2012).
|
|
||||
|
|
10.18
|
|
Resolution of Board of Directors, June 6, 2014, establishing compensation for non-management directors (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended July 31, 2014).
|
|
|
|
|
|
Other Contracts:
|
|
||||
|
|
10.19
|
|
Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC, effective January 1, 2004, between Piedmont Energy Company and Georgia Natural Gas Company (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended April 30, 2004).
|
|
||||
|
|
10.20
|
|
First Amendment to Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC, dated as of July 31, 2006, between Piedmont Energy Company and Georgia Natural Gas Company (incorporated by reference to Exhibit 10.28, Form 10-K for the fiscal year ended October 31, 2006).
|
|
||||
|
|
10.21
|
|
Amendment by Written Consent to Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC, dated as of August 28, 2006, between Piedmont Energy Company and Georgia Natural Gas Company (incorporated by reference to Exhibit 10.29, Form 10-K for the fiscal year ended October 31, 2006).
|
|
||||
|
|
10.22
|
|
Amendment by Written Consent to Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC, dated as of September 20, 2006, between Piedmont Energy Company and Georgia Natural Gas Company (incorporated by reference to Exhibit 10.30, Form 10-K for the fiscal year ended October 31, 2006).
|
|
||||
|
|
10.23
|
|
Second Amendment to Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC by and between Georgia Natural Gas Company and Piedmont Energy Company, dated July 2, 2009 (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended July 31, 2009).
|
|
||||
|
|
10.24
|
|
Settlement Agreement by and between Georgia Natural Gas Company and Piedmont Energy Company, dated July 29, 2009 (incorporated by reference to Exhibit 10.1, Form 8-K dated August 4, 2009).
|
|
||||
|
|
10.25
|
|
Third Amendment to Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC by and between Georgia Natural Gas Company and Piedmont Energy Company, dated July 29, 2009 (incorporated by reference to Exhibit 10.2, Form 8-K dated August 4, 2009).
|
|
||||
|
|
10.26
|
|
Form of Commercial Paper Dealer Agreement between Piedmont Natural Gas Company, Inc. and Dealers party thereto (incorporated by reference to Exhibit 10.3, Form 10-Q for the quarter ended April 30, 2012).
|
|
||||
|
|
10.27
|
|
Amended and Restated Credit Agreement dated as of October 1, 2012 among Piedmont Natural Gas Company, Inc., Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and Branch Banking and Trust Company, Bank of America, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association, U.S. Bank National Association and Royal Bank of Canada, each a Lender (incorporated by reference to Exhibit 10.34, Form 10-K for the fiscal year ended October 31, 2012).
|
|
||||
|
|
10.28
|
|
Amended and Restated Limited Liability Company Agreement of Constitution Pipeline Company, LLC dated April 9, 2012, by and among Williams Partners Operating LLC and Cabot Pipeline Holdings LLC (incorporated by reference to Exhibit 10.1, Form 10-Q for the quarter ended January 31, 2013).
|
|
||||
|
|
10.29
|
|
First Amendment to Amended and Restated Limited Liability Company Agreement of Constitution Pipeline Company, LLC, dated as of November 9, 2012, by and among Constitution Pipeline Company, LLC, Williams Partners Operating LLC, Cabot Pipeline Holdings LLC, and Piedmont Constitution Pipeline Company, LLC (incorporated by reference to Exhibit 10.2, Form 10-Q for the quarter ended January 31, 2013).
|
|
|
|
10.30
|
|
Confirmation of Forward Sale Transaction dated January 29, 2013, between the Company and Morgan Stanley & Co. LLC, in its capacity as the forward counterparty (incorporated by reference to Exhibit 99.1, Form 8-K filed February 4, 2013).
|
|
||||
|
|
10.31
|
|
Confirmation of Forward Sale Transaction dated February 19, 2013, between Piedmont Natural Gas Company, Inc., and Morgan Stanley & Co. LLC, in its capacity as the forward counterparty (incorporated by reference to Exhibit 99.1, Form 8-K filed February 25, 2013).
|
|
||||
|
|
10.32
|
|
Second Amendment to Amended and Restated Limited Liability Company Agreement of Constitution Pipeline Company, LLC, dated as of May 29, 2013, by and among Constitution Pipeline Company, LLC, Williams Partners Operating LLC, Cabot Pipeline Holdings LLC, Piedmont Constitution Pipeline Company, LLC, and Capitol Energy Ventures Corp. (incorporated by reference to Exhibit 99.1, Form 8-K filed September 4, 2013).
|
|
||||
|
|
10.33
|
|
Second Amended and Restated Limited Liability Company Agreement of SouthStar Energy Services LLC, dated as of September 1, 2013, by and between Georgia Natural Gas Company and Piedmont Energy Company (incorporated by reference to Exhibit 10.39, Form 10-K for the fiscal year ended October 31, 2013).
|
|
||||
|
|
10.34
|
|
Increasing Lender Agreement dated as of November 1, 2013 among Wells Fargo Bank, National Association, Bank of America, N.A., Branch Banking and Trust Company, JPMorgan Chase Bank, N.A., PNC Bank, National Association, U.S. Bank National Association and Royal Bank of Canada, each as a Lender (incorporated by reference to Exhibit 10.1, Form 8-K dated November 4, 2013).
|
|
||||
|
|
10.35 *
|
|
Limited Liability Company Agreement of Atlantic Coast Pipeline, LLC, dated as of September 2, 2014, by and between Dominion Atlantic Coast Pipeline, LLC, Duke Energy ACP, LLC, Piedmont ACP Company, LLC, and Maple Enterprise Holdings, Inc.
|
|
||||
|
|
12
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
||||
|
|
21
|
|
List of Subsidiaries.
|
|
||||
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
||||
|
|
31.1
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
|
|
||||
|
|
31.2
|
|
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
|
|
||||
|
|
32.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
|
|
||||
|
|
32.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
|
|
|
|
|
Piedmont Natural Gas Company, Inc.
|
||
|
|
(Registrant)
|
|
|
|
By:
|
|
/s/ Thomas E. Skains
|
|
|
Thomas E. Skains
|
|
|
Chairman of the Board, President
|
|
|
and Chief Executive Officer
|
|
|
|
Date:
|
|
December 23, 2014
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Thomas E. Skains
|
|
Chairman of the Board, President and
|
Thomas E. Skains
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: December 23, 2014
|
|
|
|
|
|
/s/ Karl W. Newlin
|
|
Senior Vice President and
|
Karl W. Newlin
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: December 23, 2014
|
|
|
|
|
|
/s/ Jose M. Simon
|
|
Vice President and Controller
|
Jose M. Simon
|
|
(Principal Accounting Officer)
|
|
|
|
Date: December 23, 2014
|
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ E. James Burton
|
|
Director
|
E. James Burton
|
|
|
|
|
|
/s/ Malcolm E. Everett III
|
|
Director
|
Malcolm E. Everett III
|
|
|
|
|
|
/s/ Aubrey B. Harwell, Jr.
|
|
Director
|
Aubrey B. Harwell, Jr.
|
|
|
|
|
|
/s/ Frank B. Holding, Jr.
|
|
Director
|
Frank B. Holding, Jr.
|
|
|
|
|
|
/s/ Frankie T. Jones, Sr.
|
|
Director
|
Frankie T. Jones, Sr.
|
|
|
|
|
|
/s/ Vicki McElreath
|
|
Director
|
Vicki McElreath
|
|
|
|
|
|
/s/ Minor M. Shaw
|
|
Director
|
Minor M. Shaw
|
|
|
|
|
|
/s/ Jo Anne Sanford
|
|
Director
|
Jo Anne Sanford
|
|
|
|
|
|
/s/ David E. Shi
|
|
Director
|
David E. Shi
|
|
|
|
|
|
/s/ Michael C. Tarwater
|
|
Director
|
Michael C. Tarwater
|
|
|
|
|
|
/s/ Phillip D. Wright
|
|
Director
|
Phillip D. Wright
|
|
|
|
|
|
|
|
|
PIEDMONT NATURAL GAS COMPANY, INC.,
a North Carolina corporation
|
|||
|
By:
|
/s/ Robert O. Pritchard
|
|
|
|
|
Name:
|
Robert O. Pritchard
|
|
|
|
Title:
|
V.P., Treasurer & Chief Risk Officer
|
|
|
||||
|
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
|
|||
|
By:
|
/s/ Ben Vance
|
|
|
|
|
Name:
|
Ben Vance
|
|
|
|
Title:
|
Senior Managing Director
|
|
|
Article 1
|
ORGANIZATIONAL MATTERS 1
|
1.1.
|
Formation and Continuation 1
|
1.2.
|
Name 1
|
1.3.
|
Purpose 2
|
1.4.
|
Registered Office and Registered Agent; Principal Place of Business 2
|
1.5.
|
Foreign Qualification 2
|
1.6.
|
Term 2
|
1.7.
|
Expense 3
|
1.8.
|
No State Law Partnership 3
|
1.9.
|
Mergers and Exchanges 3
|
Article 2
|
DEFINITIONS AND REFERENCES 3
|
2.1.
|
Definitions 3
|
Article 3
|
MEMBERS 19
|
3.1.
|
Members 19
|
3.2.
|
Membership Interests 20
|
3.3.
|
Voting. 20
|
3.4.
|
Additional Members and Membership Interests 20
|
3.5.
|
Liability to Third Parties 21
|
3.6.
|
Withdrawal 21
|
3.7.
|
Members Have No Agency Authority 21
|
3.8.
|
Priority and Return of Capital 21
|
3.9.
|
Limitation on Liens 21
|
Article 4
|
CAPITAL CONTRIBUTIONS; DEFAULT 21
|
4.1.
|
Capital Contributions 21
|
4.2.
|
Additional Capital Contributions 22
|
4.3.
|
Dilution 25
|
4.4.
|
Pre-Effective Expenditures 26
|
4.5.
|
Events of Default 27
|
4.6.
|
Interest on and Return of Capital Contributions 29
|
4.7.
|
Financing 29
|
Article 5
|
ALLOCATIONS AND DISTRIBUTIONS 30
|
5.1.
|
Allocations of Profits and Losses 30
|
5.2.
|
Special Allocations 30
|
5.3.
|
Allocation and Other Rules 32
|
5.4.
|
Allocations for Tax Purposes 33
|
5.5.
|
Distributions 34
|
5.6.
|
Acknowledgement of Allocation Rules 34
|
5.7.
|
Tax Withholding 34
|
Article 6
|
MANAGEMENT AND GOVERNANCE 35
|
6.1.
|
Board 35
|
6.2.
|
Certain Agreements 35
|
6.3.
|
Designation of Managers 36
|
6.4.
|
Removal of Managers 37
|
6.5.
|
Vacancies 37
|
6.6.
|
Meetings of Board 37
|
6.7.
|
Restricted Action Requiring Board Approval 39
|
6.8.
|
FERC Certificate Approval 42
|
6.9.
|
Officers 44
|
6.10.
|
Duties of Managers 44
|
6.11.
|
Commercially Sensitive Information 45
|
6.12.
|
Employees 46
|
Article 7
|
BUDGETS; ACCOUNTING, TAX AND BANKING MATTERS 46
|
7.1.
|
Facilities Budgets 46
|
7.2.
|
Annual Budgets 47
|
7.3.
|
Books and Records; Reports 47
|
7.4.
|
Fiscal Year 50
|
7.5.
|
Bank Accounts 50
|
7.6.
|
Capital Accounts 50
|
7.7.
|
Tax Partnership 51
|
7.8.
|
Tax Elections. 51
|
7.9.
|
Tax Matters Member 51
|
7.10.
|
Tax Returns and Reports 52
|
7.11.
|
Audit Rights 52
|
Article 8
|
INDEMNIFICATION 52
|
8.1.
|
Right to Indemnification 52
|
8.2.
|
Indemnification of Employees and Agents 53
|
8.3.
|
Advance Payment 53
|
8.4.
|
Appearance as a Witness 54
|
8.5.
|
Nonexclusivity of Rights 54
|
8.6.
|
Insurance 54
|
8.7.
|
Certain Definitions 54
|
8.8.
|
Severability 55
|
Article 9
|
COMMITTED FACILITIES; OTHER ACTIVITIES 55
|
9.1.
|
Development of Committed Facilities 55
|
9.2.
|
Development of Approved Facilities Projects 55
|
9.3.
|
Proposed Facilities Projects 56
|
9.4.
|
Development of Business Opportunities 57
|
9.5.
|
Certain Opportunities 57
|
9.6.
|
Insurance 57
|
Article 10
|
DISPOSITION 58
|
10.1.
|
Dispositions; Exception to Application of this Article 10 58
|
10.2.
|
Other Restrictions on Dispositions 59
|
10.3.
|
[RESERVED]. 60
|
10.4.
|
Preemptive Right 60
|
10.5.
|
Dominion ROFR 61
|
Article 11
|
DISSOLUTION, LIQUIDATION, AND TERMINATION 62
|
11.1.
|
Dissolution 62
|
11.2.
|
Liquidation and Termination 62
|
11.3.
|
Deficit Capital Accounts 64
|
11.4.
|
Certificate of Cancellation 64
|
Article 12
|
REPRESENTATIONS AND WARRANTIES 64
|
12.1.
|
Representations and Warranties of the Members 64
|
Article 13
|
EFFECTIVENESS 65
|
13.1.
|
Effectiveness 65
|
Article 14
|
GENERAL PROVISIONS 65
|
14.1.
|
Notices 65
|
14.2.
|
Amendment or Modification 66
|
14.3.
|
Entire Agreement 66
|
14.4.
|
Extensions; Waivers 66
|
14.5.
|
Assignment; Binding Effect 67
|
14.6.
|
Governing Law 67
|
14.7.
|
Dispute Resolution 67
|
14.8.
|
Waiver of Jury Trial 67
|
14.9.
|
Affiliate Contracts 68
|
14.10.
|
No Consequential Damages 68
|
14.11.
|
Severability 68
|
14.12.
|
Further Assurances 69
|
14.13.
|
Title to Company Property 69
|
14.14.
|
Intellectual Property 69
|
14.15.
|
Press Releases and Public Announcements 69
|
14.16.
|
No Third Party Beneficiaries 69
|
14.17.
|
Confidentiality 70
|
14.18.
|
Headings 70
|
14.19.
|
Construction 70
|
14.20.
|
Fair Market Value Determination 71
|
14.21.
|
Counterparts; Effectiveness 71
|
14.22.
|
Adjustment for Inflation 72
|
14.23.
|
Legal Representation 72
|
Agreement
|
Capacity (in Dt per day)
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Duke Energy Carolinas, LLC.
|
452,750
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Duke Energy Progress, Inc.
|
272,250
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Piedmont Natural Gas Company, Inc.
|
160,000
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Public Service Company of North Carolina, Inc.
|
100,000
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Virginia Natural Gas, Inc.
|
75,000
|
Precedent Agreement for Firm Transportation Services Atlantic Coast Pipeline, LLC to be entered into between the Company and Virginia Power Services Energy Corp., Inc.
|
300,000
|
Name and Addresses
of Members |
Capital
Contributions |
Initial Percentage
Interest
|
Duke Energy ACP, LLC
550 South Tryon
Charlotte, NC 28202
Attention: Phillip C. Grigsby
Facsimile:
E-mail:
|
$3,684,000
|
40%
|
Piedmont ACP Company, LLC
4720 Piedmont Row Drive
Charlotte, NC 28210
Attention: Karl W. Newlin
Facsimile:
E-mail:
|
$911,000
|
10%
|
Dominion Atlantic Coast Pipeline LLC
707 East Main Street, 19th Floor
Richmond, VA 23219
Attention: Anne E. Bomar
Facsimile:
E-mail:
|
0
|
45%
|
Maple Enterprise Holdings, Inc.
10 Peachtree Place, NE
Atlanta, GA 30309
Attention: Hank Linginfelter
Facsimile:
E-mail:
|
$460,500
|
5%
|
Member
|
Pre-Effective Expenditures ($)
|
Duke Energy ACP, LLC
|
$0
|
Piedmont ACP Company, LLC
|
$10,000
|
Dominion Atlantic Coast Pipeline, LLC
|
$9,200,000
|
Maple Enterprise Holdings, Inc.
|
$0
|
1.
|
The Initial Precedent Agreements
|
2.
|
The Operations Agreement
|
3.
|
A capacity lease agreement between the Company and Piedmont or its Affiliate for the leasing of pipeline transportation capacity on Piedmont’s or its Affiliate’s system.
|
4.
|
A firm transportation service agreement between the Company and Dominion Transmission, Inc. for up to 1,500,000 Dt per day.
|
a.
|
approximately 294 miles of 42” diameter pipeline;
|
b.
|
approximately 178 miles of 36” diameter pipeline;
|
c.
|
approximately 75 miles of 20” diameter pipeline;
|
d.
|
approximately 108,275 Hp of gas fired compression;
|
e.
|
approximately eight measurement and regulation stations, as may be required to meet obligations established under precedent agreements with customers to be served by the Initial Facilities, including:
|
i.
|
a 1,600,000 Dt/d receipt interconnection with Dominion Transmission, Inc. at Marts Junction, located in Lewis County, West Virginia;
|
ii.
|
a 350,000 Dt/d delivery interconnection with Columbia Gas Transmission Corporation located in Randolph County, West Virginia;
|
iii.
|
a 1,450,000 Dt/d bi-directional interconnection with Transcontinental Gas Pipe Line Corporation located in Buckingham County, Virginia;
|
iv.
|
a 350,000 Dt/d delivery interconnection with The Virginia Electric and Power Company located in Brunswick County, Virginia;
|
v.
|
a 350,000 Dt/d delivery interconnection with Virginia Natural Gas Company located in Chesapeake County, Virginia;
|
vi.
|
a 1,085,000 Dt/d delivery interconnection with Piedmont Natural Gas Company, Inc. (“Piedmont”) located in Johnston County NC;
|
vii.
|
a 200,000 Dt/d delivery interconnection with Piedmont located in Cumberland County, North Carolina;
|
viii.
|
a 985,000 Dt/d delivery interconnection with Piedmont located in Robeson County, North Carolina;
|
f.
|
a contract with Dominion Transmission, Inc. for sufficient firm transportation service to provide receipt point access and deliveries to Marts Junction, under Precedent Agreements with customers to be served by the Initial Facilities;
|
g.
|
a lease of capacity from Piedmont for sufficient quantities to provide deliveries under a Precedent Agreement with Public Service Company of North Carolina, Inc.; and
|
h.
|
such other ancillary and/or related facilities, equipment, services and/or leases authorized pursuant to the FERC Certificate for the Initial Facilities.
|
|
|
|
|
|
|
|
|
|
|
Exhibit 12
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PIEDMONT NATURAL GAS COMPANY, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
||||||||||||||||||||
For Fiscal Years Ended October 31, 2010 through 2014
|
||||||||||||||||||||
(in thousands except ratio amounts)
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pre-tax income from continuing operations
|
|
$
|
205,116
|
|
|
$
|
193,081
|
|
|
$
|
171,714
|
|
|
$
|
158,320
|
|
|
$
|
153,687
|
|
Distributed income of equity investees
|
|
28,772
|
|
|
26,839
|
|
|
24,962
|
|
|
25,714
|
|
|
47,094
|
|
|||||
Fixed charges
|
|
72,602
|
|
|
57,549
|
|
|
46,978
|
|
|
54,239
|
|
|
55,567
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Adjusted Earnings
|
|
$
|
306,490
|
|
|
$
|
277,469
|
|
|
$
|
243,654
|
|
|
$
|
238,273
|
|
|
$
|
256,348
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
|
$
|
69,876
|
|
|
$
|
54,840
|
|
|
$
|
43,908
|
|
|
$
|
51,639
|
|
|
$
|
53,226
|
|
Amortization of debt expense
|
|
1,171
|
|
|
1,029
|
|
|
1,401
|
|
|
1,063
|
|
|
647
|
|
|||||
Amortization of loss - reacquired debt
|
|
238
|
|
|
238
|
|
|
238
|
|
|
99
|
|
|
—
|
|
|||||
One-third of rental expense
|
|
1,317
|
|
|
1,442
|
|
|
1,431
|
|
|
1,438
|
|
|
1,694
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Fixed Charges
|
|
$
|
72,602
|
|
|
$
|
57,549
|
|
|
$
|
46,978
|
|
|
$
|
54,239
|
|
|
$
|
55,567
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
|
4.22
|
|
|
4.82
|
|
|
5.19
|
|
|
4.39
|
|
|
4.61
|
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Piedmont Natural Gas Company, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date:
|
December 23, 2014
|
|
/s/ Thomas E. Skains
|
|
|
|
Thomas E. Skains
|
|
|
|
Chairman of the Board, President
|
|
|
|
and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Piedmont Natural Gas Company, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date:
|
December 23, 2014
|
|
/s/ Karl W. Newlin
|
|
|
|
Karl W. Newlin
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Thomas E. Skains
|
|
|
Thomas E. Skains
|
||
Chairman of the Board, President and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
/s/ Karl W. Newlin
|
|
|
Karl W. Newlin
|
|
|
Senior Vice President and Chief Financial Officer
|