UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 3021, 2019

Commission file number		Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, and Telephone Number		IRS Employer Identification No.
1-6196		PIEDMONT NATURAL GAS COMPANY, INC. (a North Carolina corporation) 4720 Piedmont Row Drive Charlotte, North Carolina 28210 704-364-3120		56-556998

PIEDMONT NATURAL GAS COMPANY, INC.

~~SECURITIES~~(Exact ~~REGISTERED~~Name ~~PURSUANT~~of TORegistrant ~~SECTION 12(b) OF~~as ~~THE~~Specified ~~ACT:~~in its Charter)

None

North Carolina		1-6196		56-556998
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

4720 Piedmont Row Drive, Charlotte, North Carolina 28210

(Address of Principal Executive Offices, including Zip Code)

(704) 364-3120

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company o

o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

~~Item~~Securities ~~1.01~~registered ~~Entry~~pursuant ~~into~~to aSection 12(b) of ~~Material~~the ~~Definitive Agreement~~Act:

OnTitle ~~April 30, 2019, Duke Energy Business Services, LLC, as agent for and on behalf~~ of ~~Piedmont~~each ~~Natural~~class: ~~Gas~~Trading ~~Company, Inc.~~ Symbol( ~~“Piedmont”~~s), aName ~~wholly owned subsidiary~~ of ~~Duke~~each ~~Energy~~exchange Corporation, entered into an Engineering, Procurement and Construction Agreement (the “EPC Agreement”) with Matrix Service, Inc. (“Matrix”). Pursuant to the EPC Agreement, Matrix will be responsible for the design, engineering, procurement, construction and installation on ~~Piedmont’s~~which property in Robeson County, North Carolina of a new liquified natural gas (“LNG”) peakshaving facility that will include a natural gas pre-treatment system, a 10 MMscfd nitrogen-cycle liquefaction system, a 1.0 Bcf LNG storage tank, 200 MMscfd of LNG vaporization capacity, truck loading facilities, and all necessary auxiliary equipment and utility systems as described in the EPC Agreement (collectively, the “Project”).registered:

The following description of the material terms of the EPC Agreement is qualified in its entirety by reference to the text of the EPC Agreement, to be filed with Piedmont’s Form 10-Q for the quarter ended June 30, 2019.None

~~Contract~~Item ~~Price~~8. ~~The EPC Agreement provides that Piedmont will pay Matrix a lump sum “Contract Price” of $194,140,173~~01. ~~The~~Other ~~Contract Price is only subject to adjustment by change order~~Events.

~~Schedule~~On ~~Bonus~~May 24, 2019, Piedmont Natural Gas Company, Inc. ~~Matrix~~(the ~~will~~“Company”) beconsummated ~~entitled~~the issuance and sale of the securities described below pursuant to ~~receive~~an underwriting agreement, dated May 21, 2019 (the “Underwriting Agreement”), with BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $600,000,000 aggregate principal amount of the Company’s 3.50% Senior Notes due 2029 (the “Securities”). The Securities were sold to the Underwriters at a ~~specified~~discount ~~bonus~~to ~~for~~their ~~early~~principal ~~substantial~~amount. The ~~completion~~Securities were issued under the Indenture, dated as of April 1, 1993, with The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A. (the ~~Project~~“Trustee”), as supplemented from time to time, including by the Ninth Supplemental Indenture (the “Supplemental Indenture”), dated as of May 24, 2019, between the Company and the Trustee, relating to the Securities (collectively, the “Indenture”). The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indenture, the Supplemental Indenture, which together with the form of global notes evidencing the Securities, is filed as Exhibit 4.1 hereto, and the Underwriting Agreement, which is filed as Exhibit 99.1 hereto. Such exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of the Securities, the Company is filing a legal opinion regarding the validity of the Securities as Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s Registration Statement, as amended No. 333-213765-06.

~~Delay~~Item ~~Liquidated Damages~~9.01. IfFinancial ~~substantial~~Statements ~~completion of the Project occurs after the applicable guaranteed substantial completion date, Matrix may be required to pay Piedmont the applicable daily rate~~ and ~~lump sum payment(s) as defined in the EPC Agreement until substantial completion of the Project occurs or until the cap on liquidated damages, as set forth in the EPC Agreement, is met~~Exhibits.

~~Termination. If Matrix~~ (id) fails to pay any amount that is due and payable to Owner within 30 days after receipt of written notice that such amounts are past due; (ii) abandons the work; (iii) becomes insolvent; (iv) makes an unpermitted assignment; (v) fails to obtain and maintain required insurance; (vi) fails to comply with Piedmont’s safety standards; (vii) is unable or unwilling to pay for equipment, subcontractors or labor used in the work; (viii) fails to provide a required remedial plan and carry forward any such remedial plan; (ix) repeatedly fails to comply with applicable laws; (x) makes any false or materially misleading representation or warranty; (xi) is liable for liquidated damages that exceed the aggregate liability for liquidated damages under the EPC Agreement; or (xii) otherwise breaches its material obligations under the EPC Agreement and does not cure such breach within 30 days, then Piedmont, without prejudice to its other rights, may terminate the EPC Agreement.Exhibits

Piedmont also has the right to terminate the EPC Agreement for its convenience in which case Matrix will be paid (i) reasonable direct charges assessed against Matrix for cancellation of Subcontractors and other cancellation charges; (ii) each completed payment milestone that has not been made; (iii) a percentage, as agreed upon by Matrix and Piedmont, for each partially completed payment milestone; and (iv) demobilization charges.

Exhibit		Description
Exhibit 4.1		Ninth Supplemental Indenture dated as of May 24, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Citibank, N.A. and forms of global notes
Exhibit 5.1		Opinion regarding validity of the Securities
Exhibit 23.1		Consent (included as part of Exhibit 5.1)
Exhibit 99.1		Underwriting Agreement, dated May 21, 2019, among the Company and BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein

Matrix can terminate the EPC Agreement if a Piedmont default (as defined in the EPC Agreement) is not cured within 90 days. Such termination by Matrix will entitle Matrix to the remedies it would be entitled to in the event of a termination for convenience by Piedmont.1

Matrix Performance Security. Matrix must provide and maintain an irrevocable, standby letter of credit equal to 10% of the contract price at notice to proceed, adjusted downward to 4% at substantial completion of the Project through the expiration of the warranty period, and further adjusted during any extension of the warranty period as mutually agreed upon by the parties. Additionally, Matrix must provide a parent company guaranty from Matrix Service Company in favor of Piedmont.SIGNATURE

2Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	PIEDMONT NATURAL GAS COMPANY, INC.

Date: May 24, 2019

	By:	/s/ Robert T. Lucas III
		Name:	Robert T. Lucas III
		Title:	Assistant Corporate Secretary

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	PIEDMONT NATURAL GAS COMPANY, INC.
Date: May 3, 2019	By:	/s/ David S. Maltz
		Assistant Corporate Secretary

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