Table of Contents





UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 11-K


þANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the year ended: December 31, 2014


or


¬TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___to ___





Commission file number 000-07246





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


The PDC Energy, Inc.  401(k) & Profit Sharing Plan





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





PDC Energy, Inc.





1775 Sherman Street, Suite 3000, Denver, Colorado 80203


REQUIRED INFORMATION


1.In lieu of the requirements of Items 1-3: audited statements and schedules prepared in accordance with the requirements of ERISA for the Plan’s fiscal years ended December 31, 2014 and 2013.Exhibit 23.Consent of Schneider Downs & Co., Inc., Independent Registered Public Accounting Firm.










---

Table of Contents





THE PDC Energy, Inc.  401(K) & PROFIT SHARING PLAN AND AUDITED FINANCIAL STATEMENTS


AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014


TABLE OF CONTENTS








PageReport of Independent Registered Public Accounting Firm2Financial Statements:Statements of Net Assets Available for Benefits3Statement of Changes in Net Assets Available for Benefits4Notes to Financial Statements5Index of Supplemental Schedules *11Schedule H, Question 4a - Delinquent Participant Contributions12Schedule H, Line 4i -- Schedule of Assets (Held at End of Year)13Signature Page14Exhibit 23 - Consent of Independent Registered Public Accounting Firm





*All other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.





1


---

Table of Contents




















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Participants and Administrator of


The PDC Energy, Inc. 401(k) & Profit Sharing Plan


Bridgeport, West Virginia





We have audited the accompanying statements of net assets available for benefits of The PDC Energy, Inc. 401(k) & Profit Sharing Plan (Plan) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014.  These financial statements are the responsibility of the Plan’s named fiduciary.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to, nor were we engaged to, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by the named fiduciary, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, such financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in its net assets available for benefits for the year ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.





Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The accompanying supplemental schedule of delinquent participant contributions for the year ended December 31, 2014 and schedule of assets (held at year end) as of December 31, 2014 are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  These supplemental schedules are the responsibility of the Plan’s named fiduciary.  These schedules have been subjected to the auditing procedures applied in our audit of the basic 2014 financial statements and, in our opinion, are fairly stated in all material respects when consideration in relation to the basic 2014 financial statements taken as a whole.











Pittsburgh, Pennsylvania


June 19, 2015








2


---

Table of Contents








THE PDC ENERGY, INC.


401(K) & PROFIT SHARING PLAN


STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


(in thousands)





December 31,20142013AssetsInvestments, at fair value$45,855$47,739Total Investments45,85547,739Receivables:Employer contributions1,3531,406Employee contributions—79Notes receivable from participants689776Total receivables2,0422,261Total Assets47,89750,000LiabilitiesOther11Total Liabilities11Net assets available for benefits$47,896$49,999








See notes to financial statements.





3


---

Table of Contents





THE PDC ENERGY, INC.


401(K) & PROFIT SHARING PLAN


STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


YEAR ENDED DECEMBER 31, 2014


(in thousands)





Additions to net assets attributed to:Investment income:Interest and dividend income$2,772Total investment income2,772Interest income on notes receivable from participants31Contributions:Employer contributions3,083Participant contributions3,370Employer contributions-profit sharing1,200Participant rollovers177Total contributions7,830Total additions10,633Deductions from net assets attributed to:Benefits paid to participants11,166Net depreciation in fair value of investments1,542Other11Administrative expenses17Total deductions12,736Net decrease(2,103)Net assets available for benefits:Beginning of year49,999End of year$47,896





See notes to financial statements.











4


---

Table of Contents





THE PDC ENERGY, INC.


401(K) & PROFIT SHARING PLAN


NOTES TO FINANCIAL STATEMENTS


AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014








1 . DESCRIPTION OF THE PLAN





The following description of The PDC Energy, Inc.  (the “Company”) 401(k) & Profit Sharing Plan, (the “Plan”) is provided for general information purposes only.   Participants should refer to the official Plan documents for a more complete description of the Plan's provisions.  The plan was most recently amended as of January 1, 2015.





General


The Plan is a defined contribution plan covering all Company employees who meet the eligibility requirements of the Plan, except residents of Puerto Rico, independent contractors later determined to be employees, leased employees and employees covered by a collective bargaining agreement of PDC Energy, Inc.  The plan also covers employees of the Company's subsidiaries and joint venture.  Currently, no Company employees are covered by a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Internal Revenue Code of 1986, as amended.





Trustee and Recordkeeper


All of the Plan's assets are held by Fidelity Management Trust Company (FMTC) as trustee.  FMTC also has participant account record keeping responsibilities.





Contributions


Each year, participants may make salary deferral contributions of up to 60% of their pretax annual compensation, as defined in the Plan, subject to statutory limitations.  Participants in the Plan may also elect to make contributions to Roth salary deferral accounts, and make both regular and Roth rollover contributions to the Plan.  The Plan also allows catch up contributions for participants who have reached age 50 by the end of the year, subject to statutory limitations. The Company may make discretionary matching contributions in such amounts as may be determined by the Company's Board of Directors each plan year.  In 2014, the Company matched 100% of each participant's contributions up to 10% of each participant's compensation and an additional 20% of each participant's contributions greater than 10% of each participant's compensation.  In addition, the Company may make discretionary profit sharing contributions on the participant's behalf in an amount to be determined by the Board of Directors at the end of the plan year. The Company elected to make a 2014 discretionary profit sharing contribution of $1,200,000, which is included in the Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2014.





Participants direct the investment of their contributions into various investment options offered by the Plan.  Currently, the Plan offers  25 mutual funds and the Company's common stock as investment options for participants.  Participants may change their investment election for current or future contributions, the percentage(s) invested in each of these options, or transfer funds among these options, on any business day.





Participant Accounts


Each participant's account is funded with the participant's salary deferral contributions, the participant's rollover contributions, the Company's discretionary matching contribution, allocations of the Company's discretionary profit sharing contribution, and Plan earnings. Allocations of earnings are based on participant earnings from investments.  The benefit to which a participant is entitled is the benefit provided from the participant's vested account.





Vesting


Participant contributions, plus actual earnings thereon, vest immediately.  Company contributions and related earnings vest based on years of service.  Participants generally vest 25 percent after one year of service, 50 percent after two years of service, and are 100 percent vested after three years of service.





5


---

Table of Contents





Notes Receivable from Participants


Participants generally may borrow from their accounts a minimum of $1,000, up to a maximum of $50,000 or 50% of their account balance, whichever is less.   Principal and interest are paid ratably through payroll deductions. The repayment period shall be no more than five years unless such loan is for the purchase of a participant's primary residence, in which case the repayment period may not extend beyond ten years from the date of the loan.  The loans are secured by the balance in the participant's account and interest is set at the discretion of the Plan administrator.  Loan interest is set at the prime lending rate in effect at the loan origination date plus one percent.  Interest during 2014 accrued at rates ranging from 4.25% to 6%.





Payment of Benefits


On termination of service for any reason, a participant or beneficiary may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or installments under a systematic withdrawal plan. In addition, age 59 1/2 withdrawals from all accounts, and in-service hardship withdrawals from a participant's deferral contributions account and match account, are also allowed.  Rollover contributions may be withdrawn at any time.





Forfeitures


The Company's discretionary contributions that are not vested upon termination of employment are forfeited and may be used to reduce future Company contributions. At December 31, 2014 and 2013, the forfeited nonvested accounts totaled $118,000 and $44,000, respectively.  For the year ended December 31, 2014, $129,000 of forfeitures was used to offset current year employer contributions.





2 . SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES





Basis of Presentation


The Plan uses the accrual basis of accounting and the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").





Use of Estimates


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.





Investment Valuation and Income


The Plan's investments are stated at fair value. Fair value is the price that wold be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The retirement committee determines the Plan's valuation policies utilizing information provided by the investment advisors and custodian.  Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end.  The market value of the Company's common stock was based on the publicly traded price as of the last trade date of the year, December 31, 2014.





Purchases and sales of securities are recorded on a trade-date basis.  Dividends are recorded on the ex-dividend date.





Notes Receivable from Participants


Notes receivable from participants are measured at their unpaid principal balance plus any accrued and unpaid interest.  Delinquent participant loans may be reclassified as distributions based upon the terms of the plan document.





Administrative Expenses


Administrative expenses, including trustee, legal, auditing and other fees, are paid by the Company and, as such, are not expenses of the Plan. The amount reported as administrative expenses of the Plan are transactional fees charged to the participant's account, such as loan processing, expedited shipping fees, etc.   Investment related expenses are included in net realized and unrealized change in fair value of investments.





Payment of Benefits


Benefits are recorded when paid.





6


---

Table of Contents








Subsequent Events


The Plan administrator has evaluated subsequent events through the date of this report, to ensure that the financial statements include appropriate disclosure or recognition of events that occurred subsequent to December 31, 2014. As of the date of this report, there are no subsequent events that are reportable.





Fair Value Measurements


The Plan's assets are measured at fair value pursuant to a fair value hierarchy that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 financial instruments) and the lowest priority to unobservable inputs (Level 3 financial instruments). A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.





|  |                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 1 Inputs- Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to accept.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 2 Inputs- Inputs other than quoted prices included in Level 1 that are observable for  the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment spreads, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.  If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.




|  |                                                                                                                                                                                               
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Level 3 Inputs- Unobservable inputs for determining the fair values of assets or liabilities that reflect assumptions that market participants would use in pricing the assets or liabilities.




Mutual funds :  Valued at the daily closing price as reported by the fund.  Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission (SEC).  These funds are required to publish their daily net asset value (NAV) and to transact at that price.  The mutual funds held by the plan are deemed to be actively traded.





Company common stock : Valued at the closing price reported on the active market on which the Company's common stock is traded.





7


---

Table of Contents


The table below sets forth by level, within the fair value hierarchy, the Plan's investments at fair value as of December 31, 2014 and 2013: (in thousands) Investments at Fair Value as of December 31, 2014(Level 1)(Level 2)(Level 3)TotalMoney market$1,605——$1,605Company common stock4,065——4,065Mutual funds:Target date funds20,312——20,312Growth funds6,044——6,044Value funds5,117——5,117Bond funds2,939——2,939International funds2,544——2,544Blended funds1,803——1,803Balanced funds1,426——1,426Total investments at fair values$45,855——$45,855





Investments at Fair Value as of December 31, 2013(Level 1)(Level 2)(Level 3)TotalMoney market$2,363——$2,363Company common stock5,857——5,857Mutual funds:Target date funds21,964——21,964Growth funds5,679——5,679Value funds4,249——4,249Bond funds2,663——2,663International funds2,435——2,435Balanced funds1,310——1,310Blended funds1,219——1,219Total investments at fair values$47,739——$47,739





3.     INVESTMENTS





The following represents 5% or more of the Plan's net assets available for benefits at December 31:  (in thousands)


20142013Fidelity Freedom 2020$4,691$5,983PDC Energy, Inc. Common Stock4,0655,857Fidelity Contrafund Mutual Fund3,4503,200Fidelity Freedom 20303,4354,373Fidelity Freedom 20253,3804,152Spartan US Bond Index Mutual Fund2,9392,663





During 2014, the Plan's investments, including gains and losses on investments bought and sold, as well as held during the year, depreciated in value as follows:  (in thousands)





8


---

Table of Contents


Mutual funds$(441)PDC Energy, Inc. common stock(1,101)Net depreciation in fair value of investments$(1,542)





4.  PLAN TERMINATION





Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA.  In the event of termination, Plan participants will become 100% vested in their accounts.





5.  TAX STATUS





The Plan is documented on a volume submitter profit sharing plan with 401(k) features prepared by Fidelity Management and Research Company.  The Plan has received an opinion letter from the Internal Revenue Service dated March 31, 2008 that the form of the plan is qualified under Section 401(a) of the Internal Revenue Code.  The Company has not sought an individual determination letter for the Plan and is relying on the opinion letter as to the Plan's tax qualification, as provided for in Revenue Procedure 2005-16.  The Plan administrator believes the Plan is operated in compliance with the applicable requirements of the Internal Revenue Code and has no income subject to unrelated business income tax.  Therefore, no provision for income taxes has been included in the Plan's financial statement.  The Plan Administrator believes that the Plan is no longer subject to income tax examinations for years prior to 2011.








6.  RISKS AND UNCERTAINTIES





The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.





7.  RELATED PARTY / PARTY-IN-INTEREST TRANSACTIONS





Certain Plan investments are shares of the Company's common stock.  The Company is the Plan sponsor and therefore qualifies as a related party / party-in-interest.  At December 31, 2014 and 2013, the Plan held an investment of 97,052 and 110,057 shares of the common stock of the Company, respectively.  The fair value of the Company common stock held by the fund at December 31, 2014 and 2013 was $4,065,000 and $5,857,000, respectively.





Certain Plan investments are shares of mutual funds managed by FMTC.  FMTC is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions.





8.  RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500





The following is a reconciliation of the assets available for benefits as included in the financial statements to Form 5500 as of December 31, 2014:  (in thousands)


2014Net assets available for benefits - financial statements$47,896Less deemed distribution of participant loans(2)Net assets available for benefits - Form 5500$47,894





The following is a reconciliation of the notes receivable from participants as included in the financial statements to Form 5500 as of December 31, 2014:  (in thousands)


9


---

Table of Contents


2014Notes receivable from participants - financial statements$689Less deemed distribution of participant loans(2)Notes receivable from participants - Form 5500$687





The following is a reconciliation of the Plan's benefits paid to participants as included in the financial statements to benefits paid to participants per Form 5500 as of December 31, 2014:  (in thousands)





2014Benefits paid to participants - financial statements$11,166Plus deemed distribution of participant loans2Benefits and deemed distribution paid to participants - Form 5500$11,168








9.  PLAN AMENDMENT





Effective January 1, 2015, the Plan was amended reducing the employment period necessary for eligibility to participate in the Plan from 90 days to 30 days, establish auto enrollment at a 4% deferral rate, revise investment options available, and decrease the percentage of Plan sponsor stock allowable in the Plan’s investment portfolio.














10


---

Table of Contents








INDEX of Supplemental Schedules





|  |                                                                               
|- | ------------------------------------------------------------------------------
|• | Form 5500, Schedule H, Part IV, Line 4a - Delinquent Participant Contributions

|  |                                                                                   
|- | ----------------------------------------------------------------------------------
|• | Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)




11


---

Table of Contents


THE PDC ENERGY, INC.


401(K) & PROFIT SHARING PLAN


FORM 5500, SCHEDULE H, PART IV, LINE IV, QUESTION 4a - DELINQUENT PARTICIPANT CONTRIBUTIONS FOR THE YEAR ENDED DECEMBER 31, 2014


EIN 95-2636730, PLAN 001


DECEMBER 31, 2014











Participant Contributions Transferred Late to PlanTotal that Constitute Nonexempt Prohibited TransactionsTotal Fully Corrected Under VFCP and PTE 2002-51Check here if Late Participant Loan Repayments are included:Contributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCP$81,846—4,241—$86,087








All employee contributions which were remitted late to the Plan have been remitted to the Plan along with an earnings credit for the delay in transmittal.








12


---

Table of Contents





THE PDC ENERGY, INC.


401(K) & PROFIT SHARING PLAN


FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)


EIN 95-2636730, PLAN 001


DECEMBER 31, 2014








(a)(b)(c)(d)(e)Identity of Issuer, Borrower, Lessor or Similar PartyDescription of Investment Including Maturity Date and Rate of InterestCost**Current Value(in thousands)*Fidelity Freedom 2020Fidelity Freedom 2020 Mutual Fund$4,691*Petroleum Development CorporationCommon Stock4,065*Fidelity ContrafundFidelity Contrafund Mutual Fund3,450*Fidelity Freedom 2030Fidelity Freedom 2030 Mutual Fund3,435*Fidelity Freedom 2025Fidelity Freedom 2025 Mutual Fund3,380Spartan US Bond IndexSpartan US Bond Index Mutual Fund2,939*Fidelity ValueFidelity Value Mutual Fund1,960ABF Large Cap Val PAAmerican Beacon Large Cap Value  Plan Ahead Class1,839Spartan Total Market IndexSpartan Total Market Index Mutual Fund - Investor Class1,803*Fidelity Freedom 2035Fidelity Freedom 2035 Mutual Fund1,703RainierRainier Small/Mid Cap Equity Mutual Fund1,633*Fidelity Retirement Money MarketFidelity Retirement Money Market Mutual Fund1,604*Fidelity Freedom 2040Fidelity Freedom 2040 Mutual Fund1,444*Fidelity Freedom 2010Fidelity Freedom 2010 Mutual Fund1,436*Fidelity BalancedFidelity Balanced Mutual Fund1,426*Fidelity International DiscoveryFidelity International Discovery Mutual Fund1,417RoyceRoyce Opportunity Mutual Fund1,318*Fidelity Freedom 2050Fidelity Freedom 2050 Mutual Fund1,275*Fidelity Freedom 2045Fidelity Freedom 2045 Mutual Fund1,160Spartan International IndexSpartan International Index Mutual Fund - Investor Class1,127*Fidelity Freedom 2015Fidelity Freedom 2015 Mutual Fund1,043*Fidelity Export and MultinationalFidelity Export and Multinational Mutual Fund961*Fidelity Freedom 2055Fidelity Freedom 2055 Mutual Fund398*Fidelity Freedom IncomeFidelity Freedom Income Mutual Fund343*Fidelity Freedom 2005Fidelity Freedom 2005 Mutual Fund4*Petroleum Development Stock Purchase AccountMoney Market145,855*Notes Receivable from participantsLoans with maturities ranging from 1 month to 60 months and interest rates that range from 4.25% to 6%.687$46,542


*  Denotes party-in-interest to the Plan


**  Historical cost is not required as all investments are participant-directed.





13


---

Table of Contents


SIGNATURES





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


THE PDC ENERGY, INC. 401(K) & PROFIT SHARING PLANBy: PDC Energy, Inc.Plan AdministratorJune 19, 2015By: /s/ R. Scott MeyersR. Scott MeyersChief Accounting Officer








14