XFRA:D2MN Duke Energy Corporation Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

 

 

 

 

Commission

file number

  

Exact name of registrants as specified in their charters, addresses of principal executive offices,

telephone numbers and states of incorporation

  

IRS Employer

Identification No.

1-32853   

DUKE ENERGY CORPORATION

550 South Tryon Street

Charlotte, NC 28202-1803

704-382-3853

State of Incorporation: Delaware

   20-2777218
1-4928   

DUKE ENERGY CAROLINAS, LLC

526 South Church Street

Charlotte, NC 28202-1803

704-382-3853

State of Incorporation: North Carolina

   56-0205520
1-1232   

DUKE ENERGY OHIO, INC.

139 East Fourth Street

Cincinnati, OH 45202

704-382-3853

State of Incorporation: Ohio

   31-0240030
1-3543   

DUKE ENERGY INDIANA, INC.

1000 East Main Street

Plainfield, IN 46168

704-382-3853

State of Incorporation: Indiana

   35-0594457

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Duke Energy Corporation (Duke Energy)       Yes  x    No   ¨    Duke Energy Ohio, Inc. (Duke Energy Ohio)       Yes  x    No   ¨
Duke Energy Carolinas, LLC (Duke Energy Carolinas)       Yes  x    No   ¨    Duke Energy Indiana, Inc. (Duke Energy Indiana)       Yes  x    No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Duke Energy       Yes  x    No   ¨    Duke Energy Ohio       Yes  x    No   ¨
Duke Energy Carolinas       Yes  x    No   ¨    Duke Energy Indiana       Yes  x    No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Duke Energy   Large accelerated filer   x   Accelerated filer   ¨   Non-accelerated filer   ¨   Smaller reporting company   ¨
Duke Energy Carolinas     Large accelerated filer   ¨   Accelerated filer   ¨   Non-accelerated filer   x   Smaller reporting company   ¨
Duke Energy Ohio   Large accelerated filer   ¨   Accelerated filer   ¨   Non-accelerated filer   x   Smaller reporting company   ¨
Duke Energy Indiana   Large accelerated filer   ¨   Accelerated filer   ¨   Non-accelerated filer   x   Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Duke Energy       Yes  ¨    No   x    Duke Energy Ohio       Yes  ¨    No   x
Duke Energy Carolinas       Yes  ¨    No   x    Duke Energy Indiana       Yes  ¨    No   x

Indicate the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date.

 

Outstanding as of

April 30, 2012

Registrant

  

Description

  

Shares

Duke Energy    Common Stock, par value $0.001   

1,338,105,469

Duke Energy Carolinas    All of the registrant’s limited liability company member interests are directly owned by Duke Energy.
Duke Energy Ohio    All of the registrant’s common stock is indirectly owned by Duke Energy.
Duke Energy Indiana    All of the registrant’s common stock is indirectly owned by Duke Energy.

This combined Form 10-Q is filed separately by four registrants: Duke Energy, Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana (collectively the Duke Energy Registrants). Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.

Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.

 

 

 


Table of Contents

INDEX

FORM 10-Q FOR THE QUARTER ENDED

MARCH 31, 2012

 

         Page  

PART I. FINANCIAL INFORMATION

  
Item 1. Financial Statements      3   

Duke Energy Corporation (Duke Energy)

  

 

Unaudited Condensed Consolidated Statements of Operations

     3   
 

Unaudited Condensed Consolidated Statements of Comprehensive Income

     4   
 

Unaudited Condensed Consolidated Balance Sheets

     5   
 

Unaudited Condensed Consolidated Statements of Cash Flows

     7   
 

Unaudited Condensed Consolidated Statements of Equity

     8   

Duke Energy Carolinas, LLC (Duke Energy Carolinas)

  
 

Unaudited Condensed Consolidated Statements of Comprehensive Income

     9   
 

Unaudited Condensed Consolidated Balance Sheets

     10   
 

Unaudited Condensed Consolidated Statements of Cash Flows

     12   
 

Unaudited Condensed Consolidated Statements of Member’s Equity

     13   

Duke Energy Ohio, Inc. (Duke Energy Ohio)

  
 

Unaudited Condensed Consolidated Statements of Comprehensive Income

     14   
 

Unaudited Condensed Consolidated Balance Sheets

     15   
 

Unaudited Condensed Consolidated Statements of Cash Flows

     17   
 

Unaudited Condensed Consolidated Statements of Common Stockholder’s Equity

     18   

Duke Energy Indiana, Inc. (Duke Energy Indiana)

  
 

Unaudited Condensed Consolidated Statements of Comprehensive Income

     19   
 

Unaudited Condensed Consolidated Balance Sheets

     20   
 

Unaudited Condensed Consolidated Statements of Cash Flows

     22   
 

Unaudited Condensed Consolidated Statements of Common Stockholder’s Equity

     23   
 

Combined Notes to Unaudited Condensed Consolidated Financial Statements for Duke Energy, Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana

     24   

2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     76   

3.

 

Quantitative and Qualitative Disclosures About Market Risk

     89   

4.

 

Controls and Procedures

     90   

PART II. OTHER INFORMATION

  
1.   Legal Proceedings      91   
1A.   Risk Factors      91   
2.   Unregistered Sales of Equity Securities and Use of Proceeds      91   
5.   Other Information      91   
6.   Exhibits      93   
  Signatures      95   

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management’s beliefs and assumptions. These forward-looking statements, which are intended to cover Duke Energy and the applicable Duke Energy Registrants, are identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook” and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:

 

   

State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements, as well as rulings that affect cost and investment recovery or have an impact on rate structures;

 

   

Costs and effects of legal and administrative proceedings, settlements, investigations and claims;

 

   

Industrial, commercial and residential growth or decline in the respective Duke Energy Registrants’ service territories, customer base or customer usage patterns;

 

   

Additional competition in electric markets and continued industry consolidation;

 

   

Political and regulatory uncertainty in other countries in which Duke Energy conducts business;

 

   

The influence of weather and other natural phenomena on each of the Duke Energy Registrants’ operations, including the economic, operational and other effects of storms, hurricanes, droughts and tornados;

 

   

The impact on the Duke Energy Registrants’ facilities and business from a terrorist attack;

 

   

The inherent risks associated with the operation and potential construction or nuclear facilities, including environmental, health, safety, regulatory and financial risks;

 

   

The timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates;

 

   

Unscheduled generation outages, unusual maintenance or repairs and electric transmission system constraints;

 

   

The performance of electric generation facilities and of projects undertaken by Duke Energy’s non-regulated businesses;

 

   

The results of financing efforts, including the Duke Energy Registrants’ ability to obtain financing on favorable terms, which can be affected by various factors, including the respective Duke Energy Registrants’ credit ratings and general economic conditions;

 

   

Declines in the market prices of equity securities and resultant cash funding requirements for Duke Energy’s defined benefit pension plans;

 

   

The level of creditworthiness of counterparties to Duke Energy Registrants’ transactions;

 

   

Employee workforce factors, including the potential inability to attract and retain key personnel;

 

   

Growth in opportunities for the respective Duke Energy Registrants’ business units, including the timing and success of efforts to develop domestic and international power and other projects;

 

   

Construction and development risks associated with the completion of Duke Energy Registrants’ capital investment projects in existing and new generation facilities, including risks related to financing, obtaining and complying with terms of permits, meeting construction budgets and schedules, and satisfying operating and environmental performance standards, as well as the ability to recover costs from ratepayers in a timely manner or at all;

 

   

The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;

 

   

The expected timing and likelihood of completion of the proposed merger with Progress Energy, Inc. (Progress Energy), including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed merger that could reduce anticipated benefits or cause the parties to abandon the merger, the diversion of management’s time and attention from Duke Energy’s ongoing business during this time period, the ability to maintain relationships with customers, employees or suppliers as well as the ability to successfully integrate the businesses and realize cost savings and any other synergies and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect;

 

   

The risk that the proposed merger with Progress Energy is terminated prior to completion and results in significant transaction costs to Duke Energy; and

 

   

The ability to successfully complete merger, acquisition or divestiture plans.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than Duke Energy has described. The Duke Energy Registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 


Table of Contents

PART I. FINANCIAL INFORMATION

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except per-share amounts)

Item 1. Financial Statements

 

     Three Months Ended
March 31,
 
     2012     2011  

Operating Revenues

    

Regulated electric

   $ 2,501      $ 2,573   

Non-regulated electric, natural gas, and other

     958        855   

Regulated natural gas

     171        235   
  

 

 

   

 

 

 

Total operating revenues

     3,630        3,663   
  

 

 

   

 

 

 

Operating Expenses

    

Fuel used in electric generation and purchased power—regulated

     777        812   

Fuel used in electric generation and purchased power—non-regulated

     448        376   

Cost of natural gas and coal sold

     102        151   

Operation, maintenance and other

     746        880   

Depreciation and amortization

     479        454   

Property and other taxes

     184        186   

Impairment charges

     402        —     
  

 

 

   

 

 

 

Total operating expenses

     3,138        2,859   
  

 

 

   

 

 

 

Gains on Sales of Other Assets and Other, net

     3        10   
  

 

 

   

 

 

 

Operating Income

     495        814   
  

 

 

   

 

 

 

Other Income and Expenses

    

Equity in earnings of unconsolidated affiliates

     45        32   

Impairments and gains on sales of unconsolidated affiliates

     (5     2   

Other income and expenses, net

     89        117   
  

 

 

   

 

 

 

Total other income and expenses

     129        151   
  

 

 

   

 

 

 

Interest Expense

     224        219   
  

 

 

   

 

 

 

Income From Continuing Operations Before Income Taxes

     400        746   

Income Tax Expense from Continuing Operations

     103        233   
  

 

 

   

 

 

 

Income From Continuing Operations

     297        513   

Income From Discontinued Operations, net of tax

     2        —     
  

 

 

   

 

 

 

Net Income

     299        513   

Less: Net Income Attributable to Noncontrolling Interests

     4        2   
  

 

 

   

 

 

 

Net Income Attributable to Duke Energy Corporation

   $ 295      $ 511   
  

 

 

   

 

 

 

Earnings Per Share—Basic and Diluted

    

Income from continuing operations attributable to Duke Energy Corporation common shareholders

    

Basic

   $ 0.22      $ 0.38   

Diluted

   $ 0.22      $ 0.38   

Income from discontinued operations attributable to Duke Energy Corporation common shareholders

    

Basic

   $ —        $ —     

Diluted

   $ —        $ —     

Net income attributable to Duke Energy Corporation common stockholders

    

Basic

   $ 0.22      $ 0.38   

Diluted

   $ 0.22      $ 0.38   

Dividends declared per share

   $ 0.25      $ 0.245   

Weighted-average shares outstanding

    

Basic

     1,337        1,330   

Diluted

     1,337        1,331   

See Notes to Unaudited Condensed Consolidated Financial Statements

 

3


Table of Contents

PART I

 

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
     2012     2011  

Net income

   $ 299      $ 513   
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

    

Foreign currency translation adjustments

     44        31   

Pension and OPEB adjustments(a)

     4        (9

Net unrealized gain on cash flow hedges(b)

     13        2   

Reclassification into earnings from cash flow hedges(c)

     (1     1   

Unrealized gain on investments in available for sale securities(d)

     1        3   

Reclassification into earnings from available for sale securities(e)

     (1     —     
  

 

 

   

 

 

 

Other comprehensive income, net of tax

     60        28   
  

 

 

   

 

 

 

Comprehensive income

     359        541   

Less: Comprehensive income attributable to noncontrolling interests

     4        2   
  

 

 

   

 

 

 

Comprehensive income attributable to Duke Energy Corporation

   $ 355      $ 539   
  

 

 

   

 

 

 

 

(a) Net of $2 tax expense in 2012 and $3 tax benefit in 2011.
(b) Net of $5 tax expense in 2012 and $1 tax expense in 2011.
(c) Net of insignificant tax benefit in 2012 and insignificant tax expense in 2011.
(d) Net of insignificant tax expense in 2012 and $3 tax expense in 2011.
(e) Net of insignificant tax benefit in 2012.

See Notes to Unaudited Condensed Consolidated Financial Statements

 

4


Table of Contents

PART I

 

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

 

     March 31,
2012
    December 31,
2011
 

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 1,071      $ 2,110   

Short-term investments

     238        190   

Receivables (net of allowance for doubtful accounts of $37 at March 31, 2012 and $35 at December 31, 2011)

     613        784   

Restricted receivables of variable interest entities (net of allowance for doubtful accounts of $42 at March 31, 2012 and $40 at December 31, 2011)

     1,124        1,157   

Inventory

     1,754        1,588   

Other

     1,124        1,051   
  

 

 

   

 

 

 

Total current assets

     5,924        6,880   
  

 

 

   

 

 

 

Investments and Other Assets

    

Investments in equity method unconsolidated affiliates

     479        460   

Nuclear decommissioning trust funds

     2,247        2,060   

Goodwill

     3,853        3,849   

Intangibles, net

     357        363   

Notes receivable

     68        62   

Restricted other assets of variable interest entities

     129        135   

Other

     2,103        2,231   
  

 

 

   

 

 

 

Total investments and other assets

     9,236        9,160   
  

 

 

   

 

 

 

Property, Plant and Equipment

    

Cost

     61,036        60,377   

Cost, variable interest entities

     942        913   

Accumulated depreciation and amortization

     (19,086     (18,709

Generation facilities to be retired, net

     79        80   
  

 

 

   

 

 

 

Net property, plant and equipment

     42,971        42,661   
  

 

 

   

 

 

 

Regulatory Assets and Deferred Debits

    

Regulatory assets

     3,517        3,672   

Other

     151        153   
  

 

 

   

 

 

 

Total regulatory assets and deferred debits

     3,668        3,825   
  

 

 

   

 

 

 

Total Assets

   $ 61,799      $ 62,526   
  

 

 

   

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

5


Table of Contents

PART I

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

(In millions, except per-share amounts)

 

     March 31,
2012
    December 31,
2011
 

LIABILITIES AND EQUITY

    

Current Liabilities

    

Accounts payable

   $ 1,050      $ 1,433   

Notes payable and commercial paper

     181        154   

Non-recourse notes payable of variable interest entities

     275        273   

Taxes accrued

     369        431   

Interest accrued

     287        252   

Current maturities of long-term debt

     1,067        1,894   

Other

     1,054        1,091   
  

 

 

   

 

 

 

Total current liabilities

     4,283        5,528   
  

 

 

   

 

 

 

Long-term Debt

     18,081        17,730   
  

 

 

   

 

 

 

Non-recourse Long-term Debt of Variable Interest Entities

     945        949   
  

 

 

   

 

 

 

Deferred Credits and Other Liabilities

    

Deferred income taxes

     7,726        7,581   

Investment tax credits

     381        384   

Accrued pension and other post-retirement benefit costs

     846        856   

Asset retirement obligations

     1,965        1,936   

Regulatory liabilities

     2,951        2,919   

Other

     1,743        1,778   
  

 

 

   

 

 

 

Total deferred credits and other liabilities

     15,612        15,454   
  

 

 

   

 

 

 

Commitments and Contingencies

    

Equity

    

Common Stock, $0.001 par value, 2 billion shares authorized; 1,338 million and 1,336 million shares outstanding at March 31, 2012 and December 31, 2011, respectively

     1        1   

Additional paid-in capital

     21,121        21,132   

Retained earnings

     1,833        1,873   

Accumulated other comprehensive loss

     (174     (234
  

 

 

   

 

 

 

Total Duke Energy Corporation shareholders’ equity

     22,781        22,772   

Noncontrolling interests

     97        93   
  

 

 

   

 

 

 

Total equity

     22,878        22,865   
  

 

 

   

 

 

 

Total Liabilities and Equity

   $ 61,799      $ 62,526   
  

 

 

   

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

6


Table of Contents

PART I

 

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

 

     Three Months Ended March 31,  
         2012             2011      

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net Income

   $ 299      $ 513   

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation and amortization (including amortization of nuclear fuel)

     544        504   

Equity component of AFUDC

     (59     (60

Gains on sales of other assets

     (3     (13

Impairment of other long-lived assets

     407        —     

Deferred income taxes

     65        175   

Equity in earnings of unconsolidated affiliates

     (45     (32

Voluntary opportunity cost deferral

     (101     —     

Accrued pension and other post-retirement benefit costs

     28        26   

(Increase) decrease in

    

Net realized and unrealized mark-to-market and hedging transactions

     (2     18   

Receivables

     172        218   

Inventory

     (162     (31

Other current assets

     110        96   

Increase (decrease) in

    

Accounts payable

     (270     (192

Taxes accrued

     (62     (29

Other current liabilities

     10        (193

Other assets

     3        27   

Other liabilities

     (62     (66
  

 

 

   

 

 

 

Net cash provided by operating activities

     872        961   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Capital expenditures

     (988     (1,006

Investment expenditures

     (13     (3

Acquisitions

     (42     (2

Purchases of available-for-sale securities

     (948     (710

Proceeds from sales and maturities of available-for-sale securities

     821        675   

Net proceeds from the sales of other assets, and sales of and collections on notes receivable

     17        103   

Change in restricted cash

     (35     14   

Other

     8        11   
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,180     (918
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from the:

    

Issuance of long-term debt

     392        —     

Issuance of common stock related to employee benefit plans

     8        6   

Payments for the redemption of long-term debt

     (821     (18

Notes payable and commercial paper

     28        58   

Distributions to noncontrolling interests

     (1     (10

Dividends paid

     (335     (331

Other

     (2     1   
  

 

 

   

 

 

 

Net cash used in financing activities

     (731     (294
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (1,039     (251

Cash and cash equivalents at beginning of period

     2,110        1,670   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,071      $ 1,419   
  

 

 

   

 

 

 

Supplemental Disclosures:

    

Significant non-cash transactions:

    

Accrued capital expenditures

   $ 270      $ 282   

Extinguishment of debt related to investment in Attiki Gas Supply, S.A.

   $ 66      $ —     

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

7


Table of Contents

PART II

 

DUKE ENERGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In millions)

 

                               Duke Energy Corporation Shareholders
Accumulated Other Comprehensive Income (Loss)
                   
     Common
Stock
Shares
     Common
Stock
     Additional
Paid-in

Capital
    Retained
Earnings
    Foreign
Currency
Adjustments
    Net Gains
(Losses) on
Cash Flow
Hedges
    Other     Pension and
OPEB Related
Adjustments
to AOCI
    Common
Stockholders’
Equity
    Noncontrolling
Interests
    Total
Equity
 

Balance at December 31, 2010

     1,329       $ 1       $ 21,023      $ 1,496      $ 97      $ (18   $ (17   $ (60   $ 22,522      $ 131      $ 22,653   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     —           —           —          511        —          —          —          —          511        2        513   

Other comprehensive income

     —           —           —          —          31        3        3        (9     28        —          28   

Common stock issuances, including dividend reinvestment and employee benefits

     2         —           4        —          —          —          —          —          4        —          4   

Common stock dividends

     —           —           —          (331     —          —          —          —          (331     —          (331

Changes in noncontrolling interest in subsidiaries

     —           —           —          —          —          —          —          —          —          (11     (11
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2011

     1,331       $ 1       $ 21,027      $ 1,676      $ 128      $ (15   $ (14   $ (69   $ 22,734      $ 122      $ 22,856   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

     1,336       $ 1       $ 21,132      $ 1,873      $ (45   $ (71   $ (9   $ (109   $ 22,772      $ 93      $ 22,865   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     —           —           —          295        —          —          —          —          295        4        299   

Other comprehensive income

     —           —           —          —          44        12        —          4        60        —          60   

Common stock issuances, including dividend reinvestment and employee benefits

     2         —           (11     —          —          —          —          —          (11     —          (11

Common stock dividends

     —           —           —          (335     —          —          —          —          (335     —          (335
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2012

     1,338       $ 1       $ 21,121      $ 1,833      $ (1   $ (59   $ (9   $ (105   $ 22,781      $ 97      $ 22,878   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

8


Table of Contents

PART I

 

DUKE ENERGY CAROLINAS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
         2012              2011      

Operating Revenues-Regulated Electric

   $ 1,501       $ 1,552   
  

 

 

    

 

 

 

Operating Expenses

     

Fuel used in electric generation and purchased power

     380         469   

Operation, maintenance and other

     331         435   

Depreciation and amortization

     228         201   

Property and other taxes

     90         84   
  

 

 

    

 

 

 

Total operating expenses

     1,029         1,189   
  

 

 

    

 

 

 

Gains on Sales of Other Assets and Other, net

     3         —     
  

 

 

    

 

 

 

Operating Income

     475         363   

Other Income and Expenses, net

     39         42   

Interest Expense

     97         89   
  

 

 

    

 

 

 

Income Before Income Taxes

     417         316   

Income Tax Expense

     151         111   
  

 

 

    

 

 

 

Net Income and Comprehensive Income

   $ 266       $ 205   
  

 

 

    

 

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

9


Table of Contents

PART I

 

DUKE ENERGY CAROLINAS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

 

     March 31,
2012
    December 31,
2011
 

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 15      $ 289   

Receivables (net of allowance for doubtful accounts of $3 at March 31, 2012 and December 31, 2011)

     427        1,187   

Restricted receivables of variable interest entities (net of allowance for doubtful accounts of $6 at March 31, 2012 and December 31, 2011)

     593        581   

Inventory

     1,021        917   

Other

     336        278   
  

 

 

   

 

 

 

Total current assets

     2,392        3,252   
  

 

 

   

 

 

 

Investments and Other Assets

    

Nuclear decommissioning trust funds

     2,247        2,060   

Other

     971        968   
  

 

 

   

 

 

 

Total investments and other assets

     3,218        3,028   
  

 

 

   

 

 

 

Property, Plant and Equipment

    

Cost

     33,257        32,840   

Accumulated depreciation and amortization

     (11,460     (11,269

Generation facilities to be retired, net

     79        80   
  

 

 

   

 

 

 

Net property, plant and equipment

     21,876        21,651   
  

 

 

   

 

 

 

Regulatory Assets and Deferred Debits

    

Regulatory assets

     1,800        1,894   

Other

     70        71   
  

 

 

   

 

 

 

Total regulatory assets and deferred debits

     1,870        1,965   
  

 

 

   

 

 

 

Total Assets

   $ 29,356      $ 29,896   
  

 

 

   

 

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

10


Table of Contents

PART I

DUKE ENERGY CAROLINAS, LLC

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

(In millions)

 

     March 31,
2012
    December 31,
2011
 

LIABILITIES AND MEMBER’S EQUITY

    

Current Liabilities

    

Accounts payable

   $ 474      $ 793   

Taxes accrued

     61        126   

Interest accrued

     150        115   

Current maturities of long-term debt

     427        1,178   

Other

     470        398   
  

 

 

   

 

 

 

Total current liabilities

     1,582        2,610   
  

 

 

   

 

 

 

Long-term Debt

     7,796        7,796   
  

 

 

   

 

 

 

Non-recourse Long-term Debt of Variable Interest Entities

     300        300   
  

 

 

   

 

 

 

Deferred Credits and Other Liabilities

    

Deferred income taxes

     4,724        4,555   

Investment tax credits

     231        233   

Accrued pension and other post-retirement benefits

     241        248   

Asset retirement obligations

     1,875        1,846   

Regulatory liabilities

     1,970        1,928   

Other

     917        926   
  

 

 

   

 

 

 

Total deferred credits and other liabilities

     9,958        9,736   
  

 

 

   

 

 

 

Commitments and Contingencies

    

Member’s Equity

    

Member’s Equity

     9,739        9,473   

Accumulated other comprehensive loss

     (19     (19
  

 

 

   

 

 

 

Total member’s equity

     9,720        9,454   
  

 

 

   

 

 

 

Total Liabilities and Member’s Equity

   $ 29,356      $ 29,896   
  

 

 

   

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

11


Table of Contents

PART I

 

DUKE ENERGY CAROLINAS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

 

    Three Months Ended
March  31,
 
        2012             2011      

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net income

  $ 266      $ 205   

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation and amortization (including amortization of nuclear fuel)

    288        249   

Equity component of AFUDC

    (36     (39

Gains on sales of other assets and other, net

    (3     —     

Deferred income taxes

    154        119   

Voluntary opportunity cost deferral

    (101     —     

Accrued pension and other post-retirement benefit costs

    10        8   

(Increase) decrease in

   

Receivables

    117        246   

Inventory

    (100     (59

Other current assets

    (3     147   

Increase (decrease) in

   

Accounts payable

    (233     (116

Taxes accrued

    (65     (56

Other current liabilities

    109        (40

Other assets

    (18     (4

Other liabilities

    (32     (43
 

 

 

   

 

 

 

Net cash provided by operating activities

    353        617   
 

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

   

Capital expenditures

    (483     (562

Purchases of available-for-sale securities

    (627     (428

Proceeds from sales and maturities of available-for-sale securities

    615        416   

Notes due from affiliate

    625        (104

Other

    (5     —     
 

 

 

   

 

 

 

Net cash provided by (used in) investing activities

    125        (678
 

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

   

Payments for the redemption of long-term debt

    (751     (1

Other

    (1     —     
 

 

 

   

 

 

 

Net cash used in financing activities

    (752     (1
 

 

 

   

 

 

 

Net decrease in cash and cash equivalents

    (274     (62

Cash and cash equivalents at beginning of period

    289        153   
 

 

 

   

 

 

 

Cash and cash equivalents at end of period

  $ 15      $ 91   
 

 

 

   

 

 

 

Supplemental Disclosures

   

Significant non-cash transactions:

   

Accrued capital expenditures

  $ 115      $ 153   

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

12


Table of Contents

PART II

 

DUKE ENERGY CAROLINAS, LLC

CONDENSED CONSOLIDATED STATEMENTS OF MEMBER’S EQUITY

(Unaudited)

(In millions)

 

            Accumulated Other Comprehensive
Loss
       
     Member’s
Equity
     Net Gains
(Losses) on
Cash Flow Hedges
    Other     Total  

Balance at December 31, 2010

   $ 8,938       $ (20   $ (2   $ 8,916   
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income

     205         —          —          205   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2011

   $ 9,143       $ (20   $ (2   $ 9,121   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

   $ 9,473       $ (17   $ (2   $ 9,454   
  

 

 

    

 

 

   

 

 

   

 

 

 

Net income

     266         —          —          266   
  

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2012

   $ 9,739       $ (17   $ (2   $ 9,720   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

13


Table of Contents

PART I

 

DUKE ENERGY OHIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
         2012              2011      

Operating Revenues

     

Regulated electric

   $ 324       $ 372   

Non-regulated electric and other

     417         271   

Regulated natural gas

     171         236   
  

 

 

    

 

 

 

Total operating revenues

     912         879   
  

 

 

    

 

 

 

Operating Expenses

     

Fuel used in electric generation and purchased power—regulated

     114         97   

Fuel used in electric generation and purchased power—non-regulated

     239         164   

Cost of natural gas sold

     75         119   

Operation, maintenance and other

     196         205   

Depreciation and amortization

     83         88   

Property and other taxes

     68         73   
  

 

 

    

 

 

 

Total operating expenses

     775         746   
  

 

 

    

 

 

 

Gains on Sales of Other Assets and Other, net

     1         2   
  

 

 

    

 

 

 

Operating Income

     138         135   

Other Income and Expenses, net

     4         5   

Interest Expense

     24         24   
  

 

 

    

 

 

 

Income Before Income Taxes

     118         116   

Income Tax Expense

     44         43   
  

 

 

    

 

 

 

Net Income

     74         73   
  

 

 

    

 

 

 

Other Comprehensive Income, net of tax

     

Pension and OPEB adjustments(a)

     1         —     
  

 

 

    

 

 

 

Comprehensive income

   $ 75       $ 73   
  

 

 

    

 

 

 

 

(a) Net of insignificant tax expense in 2012.

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

14


Table of Contents

PART I

 

DUKE ENERGY OHIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

 

        March 31,    
2012
        December 31,    
2011
 

ASSETS

   

Current Assets

   

Cash and cash equivalents

  $ 26      $ 99   

Receivables (net of allowance for doubtful accounts of $16 at March 31, 2012 and $16 at December 31, 2011)

    843        681   

Inventory

    249        243   

Other

    226        220   
 

 

 

   

 

 

 

Total current assets

    1,344        1,243   
 

 

 

   

 

 

 

Investments and Other Assets

   

Goodwill

    921        921   

Intangibles, net

    139        143   

Other

    67        58   
 

 

 

   

 

 

 

Total investments and other assets

    1,127        1,122   
 

 

 

   

 

 

 

Property, Plant and Equipment

   

Cost

    10,542        10,632   

Accumulated depreciation and amortization

    (2,589     (2,594
 

 

 

   

 

 

 

Net property, plant and equipment

    7,953        8,038   
 

 

 

   

 

 

 

Regulatory Assets and Deferred Debits

   

Regulatory assets

    519        520   

Other

    15        16   
 

 

 

   

 

 

 

Total regulatory assets and deferred debits

    534        536   
 

 

 

   

 

 

 

Total Assets

  $ 10,958      $ 10,939   
 

 

 

   

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

15


Table of Contents

PART I

DUKE ENERGY OHIO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

(In millions, except share and per-share amounts)

 

    March 31,
2012
    December 31,
2011
 

LIABILITIES AND COMMON STOCKHOLDER’S EQUITY

   

Current Liabilities

   

Accounts payable

  $ 408      $ 402   

Taxes accrued

    157        180   

Interest accrued

    31        23   

Current maturities of long-term debt

    507        507   

Other

    127        122   
 

 

 

   

 

 

 

Total current liabilities

    1,230        1,234   
 

 

 

   

 

 

 

Long-term Debt

    2,046        2,048   
 

 

 

   

 

 

 

Deferred Credits and Other Liabilities

   

Deferred income taxes

    1,845        1,853   

Investment tax credits

    7        8   

Accrued pension and other post-retirement benefit costs

    145        147   

Asset retirement obligations

    28        27   

Regulatory liabilities

    264        273   

Other

    179        182   
 

 

 

   

 

 

 

Total deferred credits and other liabilities

    2,468        2,490   
 

 

 

   

 

 

 

Commitments and Contingencies

   

Common Stockholder’s Equity

   

Common Stock, $8.50 par value, 120,000,000 shares authorized; 89,663,086 shares outstanding at March 31, 2012 and December 31, 2011

    762        762   

Additional paid-in capital

    5,057        5,085   

Retained deficit

    (578     (652

Accumulated other comprehensive loss

    (27     (28
 

 

 

   

 

 

 

Total common stockholder’s equity

    5,214        5,167   
 

 

 

   

 

 

 

Total Liabilities and Common Stockholder’s Equity

  $ 10,958      $ 10,939   
 

 

 

   

 

 

 

 

See Notes to Unsudited Condensed Consolidated Financial Statements

 

16


Table of Contents

PART I

 

DUKE ENERGY OHIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

 

     Three Months Ended
March  31,
 
         2012             2011      

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 74      $ 73   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     84        89   

Gains on sales of other assets and other, net

     (1     (2

Impairment charges

     2        —     

Deferred income taxes

     44        36   

Accrued pension and other post-retirement benefit costs

     3        4   

(Increase) decrease in

    

Net realized and unrealized mark-to-market and hedging transactions

     (48     (2

Receivables

     55        78   

Inventory

     (8     33   

Other current assets

     42        14   

Increase (decrease) in

    

Accounts payable

     16        (64

Taxes accrued

     (24     10   

Other current liabilities

     6        (1

Other assets

     (8     4   

Other liabilities

     (57     (28
  

 

 

   

 

 

 

Net cash provided by operating activities

     180        244   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Capital expenditures

     (121     (96

Net proceeds from the sale of other assets

     82        —     

Notes due from affiliate

     (218     (4

Change in restricted cash

     6        4   

Other

     —          6   
  

 

 

   

 

 

 

Net cash used in investing activities

     (251     (90
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Payments for the redemption of long-term debt

     (2     (2

Notes payable to affiliate

     —          3   

Dividend to parent

     —          (285
  

 

 

   

 

 

 

Net cash used in financing activities

     (2     (284
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (73     (130

Cash and cash equivalents at beginning of period

     99        228   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 26      $ 98   
  

 

 

   

 

 

 

Supplemental Disclosures

    

Significant non-cash transactions:

    

Accrued capital expenditures

   $ 34      $ 35   

Transfer of Vermillion Generating Station to Duke Energy Indiana

   $ 28      $ —     

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

17


Table of Contents

PART II

 

DUKE ENERGY OHIO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY

(Unaudited)

(In millions)

 

                      Accumulated Other
Comprehensive Loss
       
    Common
Stock
    Additional
Paid-in
Capital
    Retained
Earnings
(Deficit)
    Pension and
OPEB
Adjustments
    Total  

Balance at December 31, 2010

  $ 762      $ 5,570      $ (846   $ (22   $ 5,464   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    —          —          73        —          73   

Dividend to parent

    —          (285     —          —          (285
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2011

  $ 762      $ 5,285      $ (773   $ (22   $ 5,252   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

  $ 762      $ 5,085      $ (652   $ (28   $ 5,167   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    —          —          74        —          74   

Other comprehensive income

    —          —          —          1        1   

Transfer of Vermillion Generating Station to Duke Energy Indiana

    —          (28     —          —          (28
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2012

  $ 762      $ 5,057      $ (578   $ (27   $ 5,214   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

18


Table of Contents

PART I

 

DUKE ENERGY INDIANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
         2012             2011      

Operating Revenues-Regulated Electric

   $ 688      $ 659   
  

 

 

   

 

 

 

Operating Expenses

    

Fuel used in electric generation and purchased power

     283        246   

Operation, maintenance and other

     160        161   

Depreciation and amortization

     96        100   

Property and other taxes

     21        22   

Impairment charges

     400        —     
  

 

 

   

 

 

 

Total operating expenses

     960        529   
  

 

 

   

 

 

 

Operating (Loss) Income

     (272     130   
  

 

 

   

 

 

 

Other Income and Expenses, net

     23        23   

Interest Expense

     34        36   
  

 

 

   

 

 

 

(Loss) Income Before Income Taxes

     (283     117   

Income Tax (Benefit) Expense

     (116     41   
  

 

 

   

 

 

 

Net (Loss) Income

     (167     76   
  

 

 

   

 

 

 

Other Comprehensive Loss, net of tax

    

Reclassification into earnings from cash flow hedges(a)

     (1     —     
  

 

 

   

 

 

 

Comprehensive (loss) income

   $ (168   $ 76   
  

 

 

   

 

 

 
(a) Net of insignificant tax benefit in 2012

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

19


Table of Contents

PART I

 

DUKE ENERGY INDIANA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)

 

     March 31,
2012
    December 31,
2011
 

ASSETS

    

Current Assets

    

Cash and cash equivalents

   $ 22      $ 16   

Receivables (net of allowance for doubtful accounts of $1 at March 31, 2012 and December 31, 2011)

     209        198   

Inventory

     364        330   

Other

     124        135   
  

 

 

   

 

 

 

Total current assets

     719        679   
  

 

 

   

 

 

 

Investments and Other Assets

    

Intangibles, net

     47        50   

Other

     117        113   
  

 

 

   

 

 

 

Total investments and other assets

     164        163   
  

 

 

   

 

 

 

Property, Plant and Equipment

    

Cost

     11,733        11,791   

Accumulated depreciation and amortization

     (3,511     (3,393
  

 

 

   

 

 

 

Net property, plant and equipment

     8,222        8,398   
  

 

 

   

 

 

 

Regulatory Assets and Deferred Debits

    

Regulatory assets

     746        798   

Other

     25        24   
  

 

 

   

 

 

 

Total regulatory assets and deferred debits

     771        822   
  

 

 

   

 

 

 

Total Assets

   $ 9,876      $ 10,062   
  

 

 

   

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

20


Table of Contents

PART I

DUKE ENERGY INDIANA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS—(Continued)

(Unaudited)

(In millions, except share and per-share amounts)

 

     March 31,
2012
     December 31,
2011
 

LIABILITIES AND COMMON STOCKHOLDER’S EQUITY

     

Current Liabilities

     

Accounts payable

   $ 250       $ 273   

Notes payable

     178         300   

Taxes accrued

     66         74   

Interest accrued

     48         50   

Current maturities of long-term debt

     5         6   

Other

     92         93   
  

 

 

    

 

 

 

Total current liabilities

     639         796   
  

 

 

    

 

 

 

Long-term Debt

     3,702         3,453   
  

 

 

    

 

 

 

Deferred Credits and Other Liabilities

     

Deferred income taxes

     811         927   

Investment tax credits

     143         143   

Accrued pension and other post-retirement benefit costs

     159         161   

Asset retirement obligations

     44         43   

Regulatory liabilities

     684         683   

Other

     102         122   
  

 

 

    

 

 

 

Total deferred credits and other liabilities

     1,943         2,079   
  

 

 

    

 

 

 

Commitments and Contingencies

     

Common Stockholder’s Equity

     

Common Stock, no par; $0.01 stated value, 60,000,000 shares authorized; 53,913,701 shares outstanding at March 31, 2012 and December 31, 2011

     1         1   

Additional paid-in capital

     1,384         1,358   

Retained earnings

     2,201         2,368   

Accumulated other comprehensive income

     6         7   
  

 

 

    

 

 

 

Total common stockholder’s equity

     3,592         3,734   
  

 

 

    

 

 

 

Total Liabilities and Common Stockholder’s Equity

   $ 9,876       $ 10,062   
  

 

 

    

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

21


Table of Contents

PART I

 

DUKE ENERGY INDIANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

 

     Three Months Ended
March 31,
 
         2012             2011      

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net (loss) income

   $ (167   $ 76   

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

    

Depreciation and amortization

     97        100   

Equity component of AFUDC

     (21     (19

Impairment charges

     400        —     

Deferred income taxes and investment tax credit amortization

     (116     7   

Accrued pension and other post-retirement benefit costs

     4        5   

(Increase) decrease in

    

Receivables

     (11     77   

Inventory

     (34     (12

Other current assets

     8        20   

Increase (decrease) in

    

Accounts payable

     15        12   

Taxes accrued

     (8     26   

Other current liabilities

     (4     (17

Other assets

     9        3   

Other liabilities

     (19     (12
  

 

 

   

 

 

 

Net cash provided by operating activities

     153        266   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

Capital expenditures

     (273     (269

Purchases of available-for-sale securities

     (4     (1

Proceeds from sales and maturities of available-for-sale securities

     4        —     

Notes due from affiliate

     —          (2

Change in restricted cash

     —          5   

Other

     1        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (272     (267
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from this issuance of long-term debt

     250        —     

Payments for the redemption of long-term debt

     (1     (1

Notes payable to affiliate

     (122     —     

Other

     (2     —     
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     125        (1
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     6        (2

Cash and cash equivalents at beginning of period

     16        54   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 22      $ 52   
  

 

 

   

 

 

 

Supplemental Disclosures

    

Significant non-cash transactions:

    

Accrued capital expenditures

   $ 72      $ 86   

Transfer of Vermillion Generating Station from Duke Energy Ohio

   $ 26      $ —     

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

22


Table of Contents

PART II

 

DUKE ENERGY INDIANA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER’S EQUITY

(Unaudited)

(In millions)

 

                         Accumulated
Other Comprehensive
Income
       
     Common
Stock
     Additional
Paid-in

Capital
     Retained
Earnings
    Net Gains
(Losses) on
Cash Flow
Hedges
    Total  

Balance at December 31, 2010

   $ 1       $ 1,358       $ 2,200      $ 8      $ 3,567   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net income

     —           —           76        —          76   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2011

   $ 1       $ 1,358       $ 2,276      $ 8      $ 3,643   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

   $ 1       $ 1,358       $ 2,368      $ 7      $ 3,734   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Net loss

     —           —           (167     —          (167

Other comprehensive loss

     —           —           —          (1     (1

Transfer of Vermillion Generating Station from Duke Energy Ohio

     —           26         —          —          26   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance at March 31, 2012

   $ 1       $ 1,384       $ 2,201      $ 6      $ 3,592   
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

23


Table of Contents

PART I

 

DUKE ENERGY CORPORATION - DUKE ENERGY CAROLINAS, LLC - DUKE ENERGY OHIO, INC. -

DUKE ENERGY INDIANA, INC.

Combined Notes To Unaudited Condensed Consolidated Financial Statements

Index to Combined Notes To Unaudited Condensed Consolidated Financial Statements

The unaudited notes to the condensed consolidated financial statements that follow are a combined presentation. The following list indicates the registrants to which the notes apply:

 

Registrant

  

Applicable Notes

Duke Energy Corporation

   1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19

Duke Energy Carolinas, LLC

   1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19

Duke Energy Ohio, Inc.

   1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, 17, 18, 19

Duke Energy Indiana, Inc.

   1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19

1. Organization and Basis of Presentation

Organization. Duke Energy Corporation (collectively with its subsidiaries, Duke Energy) is an energy company headquartered in Charlotte, North Carolina. Duke Energy operates in the United States (U.S.) primarily through its direct and indirect wholly owned subsidiaries, Duke Energy Carolinas, LLC (Duke Energy Carolinas), Duke Energy Ohio, Inc. (Duke Energy Ohio), which includes Duke Energy Kentucky, Inc. (Duke Energy Kentucky), and Duke Energy Indiana, Inc. (Duke Energy Indiana), as well as in Latin America through International Energy. When discussing Duke Energy’s condensed consolidated financial information, it necessarily includes the results of its three separate subsidiary registrants, Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana (collectively referred to as the Subsidiary Registrants), which, along with Duke Energy, are collectively referred to as the Duke Energy Registrants. The information in these combined notes relates to each of the Duke Energy Registrants as noted in the Index to the Combined Notes. However, none of the registrants makes any representation as to information related solely to Duke Energy or the subsidiaries of Duke Energy other than itself. As discussed further in Note 3, Duke Energy operates in three reportable business segments: U.S. Franchised Electric and Gas, Commercial Power and International Energy. The remainder of Duke Energy’s operations is presented as Other.

These Unaudited Condensed Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of the Duke Energy Registrants and all majority-owned subsidiaries where the respective Duke Energy Registrants have control and those variable interest entities (VIEs) where the respective Duke Energy Registrants are the primary beneficiary. These Unaudited Condensed Consolidated Financial Statements also reflect Duke Energy Carolinas’ approximate 19.25% proportionate share of the Catawba Nuclear Station, as well as Duke Energy Ohio’s proportionate share of certain generation and transmission facilities in Ohio, Indiana and Kentucky and Duke Energy Indiana’s proportionate share of certain generation and transmission facilities. In January 2012, Duke Energy Ohio completed the sale of its 75% ownership of the Vermillion Generating Station; upon the close, Duke Energy Indiana purchased a 62.5% interest in the station. See Note 2 for further discussion.

Duke Energy Carolinas, a wholly owned subsidiary of Duke Energy, is an electric utility company that generates, transmits, distributes and sells electricity in North Carolina and South Carolina. Duke Energy Carolinas is subject to the regulatory provisions of the North Carolina Utilities Commission (NCUC), the Public Service Commission of South Carolina (PSCSC), the U.S. Nuclear Regulatory Commission (NRC) and the Federal Energy Regulatory Commission (FERC). Substantially all of Duke Energy Carolinas’ operations are regulated and qualify for regulatory accounting treatment. As discussed further in Note 3, Duke Energy Carolinas’ operations include one reportable business segment, Franchised Electric.

Duke Energy Ohio is an indirect wholly owned subsidiary of Duke Energy. Duke Energy Ohio is a combination electric and gas public utility that provides service in the southwestern portion of Ohio and in northern Kentucky through its wholly owned subsidiary Duke Energy Kentucky, as well as electric generation in parts of Ohio, Illinois and Pennsylvania. Duke Energy Ohio’s principal lines of business include generation, transmission and distribution of electricity, the sale of and/or transportation of natural gas, and energy marketing. Duke Energy Ohio conducts competitive auctions for retail electricity supply in Ohio whereby the energy price is recovered from retail customers. Duke Energy Kentucky’s principal lines of business include generation, transmission and distribution of electricity, as well as the sale of and/or transportation of natural gas. Duke Energy Ohio is subject to the regulatory provisions of the Public Utilities Commission of Ohio (PUCO), the Kentucky Public Service Commission (KPSC) and the FERC. Duke Energy Ohio applies regulatory accounting treatment to substantially all of the operations of its Franchised Electric and Gas operating segment. Through November 2011, Duke Energy Ohio applied regulatory accounting treatment to certain rate riders associated with retail generation of its Commercial Power operating segment. See Note 3 for information about business segments.

Duke Energy Indiana is an indirect wholly owned subsidiary of Duke Energy. Duke Energy Indiana is an electric utility that provides service in north central, central, and southern Indiana. Its primary line of business is generation, transmission and distribution of electricity. Duke Energy Indiana is subject to the regulatory provisions of the Indiana Utility Regulatory Commission (IURC) and the FERC. The substantial majority of Duke Energy Indiana’s operations are regulated and qualify for regulatory accounting treatment. As discussed further in Note 3, Duke Energy Indiana’s operations include one reportable business segment, Franchised Electric.

See Note 2 for information regarding Duke Energy’s pending merger with Progress Energy, Inc (Progress Energy).

 

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Table of Contents

PART I

DUKE ENERGY CORPORATION - DUKE ENERGY CAROLINAS, LLC - DUKE ENERGY OHIO, INC. -

DUKE ENERGY INDIANA, INC.

Combined Notes To Unaudited Condensed Consolidated Financial Statements – (Continued)

 

Basis of Presentation. These Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Unaudited Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP in the U.S. for annual financial statements. Because the interim Unaudited Condensed Consolidated Financial Statements and Notes do not include all of the information and notes required by GAAP in the U.S. for annual financial statements, the Unaudited Condensed Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the respective Consolidated Financial Statements and Notes in the Duke Energy Registrants combined Form 10-K for the year ended December 31, 2011. These Unaudited Condensed Consolidated Financial Statements reflect all normal recurring adjustments that are, in the opinion of the respective company’s management, necessary to fairly present the financial position and results of operations of each Duke Energy Registrant. Amounts reported in Duke Energy’s interim Unaudited Condensed Consolidated Statements of Operations and each of the Duke Energy Registrants’ interim Unaudited Condensed Consolidated Statements of Comprehensive Income are not necessarily indicative of amounts expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices and other factors. Duke Energy Ohio and Duke Energy Indiana sell power to and purchase power from PJM Interconnection, LLC (PJM) and Midwest Independent Transmission System Operator, Inc. (MISO), respectively. Duke Energy Ohio and Duke Energy Indiana account for these transactions on a net hourly basis as the transactions are settled on a net hourly basis.

Use of Estimates. To conform to GAAP in the U.S., management makes estimates and assumptions that affect the amounts reported in the Unaudited Condensed Consolidated Financial Statements and Notes. Although these estimates are based on management’s best available information at the time, actual results could differ.

Unbilled Revenue. Revenues on sales of electricity and gas are recognized when either the service is provided or the product is delivered. Unbilled retail revenues are estimated by applying average revenue per kilowatt-hour or per thousand cubic feet (Mcf) for all customer classes to the number of estimated kilowatt-hours or Mcfs delivered but not billed. Unbilled wholesale energy revenues are calculated by applying the contractual rate per megawatt-hour (MWh) to the number of estimated MWh delivered but not yet billed. Unbilled wholesale demand revenues are calculated by applying the contractual rate per megawatt (MW) to the MW volume delivered but not yet billed. The amount of unbilled revenues can vary significantly from period to period as a result of numerous factors, including seasonality, weather, customer usage patterns and customer mix.

At March 31, 2012 and December 31, 2011, Duke Energy, Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana had unbilled revenues within Restricted Receivables of Variable Interest Entities and Receivables on their respective Condensed Consolidated Balance Sheets as follows:

 

     March 31,
2012
     December 31,
2011
 
     (in millions)  

Duke Energy

   $ 666       $ 674   

Duke Energy Carolinas

     289         293   

Duke Energy Ohio

     39         50   

Duke Energy Indiana

     5         2   

Additionally, Duke Energy Ohio and Duke Energy Indiana sell, on a revolving basis, nearly all of their retail and wholesale accounts receivable to Cinergy Receivables Company, LLC (CRC). These transfers meet sales/derecognition criteria and therefore, Duke Energy Ohio and Duke Energy Indiana, account for the transfers of receivables to CRC as sales, and accordingly the receivables sold are not reflected on the Condensed Consolidated Balance Sheets of Duke Energy Ohio and Duke Energy Indiana. Receivables for unbilled revenues related to retail and wholesale accounts receivable at Duke Energy Ohio and Duke Energy Indiana included in the sales of accounts receivable to CRC at March 31, 2012 and December 31, 2011 were as follows:

 

     March 31,
2012
     December 31,
2011
 
     (in millions)  

Duke Energy Ohio

   $ 63       $ 89   

Duke Energy Indiana

     114         115   

See Note 11 for additional information.

2. Acquisitions and Sales of Other Assets

Acquisitions.

The Duke Energy Registrants consolidate assets and liabilities from acquisitions as of the purchase date, and include earnings from acquisitions in consolidated earnings after the purchase date.

On January 8, 2011, Duke Energy entered into an Agreement and Plan of Merger (Merger Agreement) among Diamond Acquisition Corporation, a North Carolina corporation and Duke Energy’s wholly owned subsidiary (Merger Sub) and Progress Energy, a North Carolina corporation engaged in the regulated utility business of generation, transmission, distribution and sale of electricity in portions of North Carolina, South Carolina and Florida. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Progress Energy with Progress Energy continuing as the surviving corporation and a wholly owned subsidiary of Duke Energy.

 

25


Table of Contents

PART I

DUKE ENERGY CORPORATION - DUKE ENERGY CAROLINAS, LLC - DUKE ENERGY OHIO, INC. -

DUKE ENERGY INDIANA, INC.

Combined Notes To Unaudited Condensed Consolidated Financial Statements – (Continued)

 

Pursuant to the Merger Agreement, upon the closing of the merger, each issued and outstanding share of Progress Energy common stock will automatically be canceled and converted into the right to receive 2.6125 shares of common stock of Duke Energy, subject to appropriate adjustment for a reverse stock split of the Duke Energy common stock as contemplated in the Merger Agreement and except that any shares of Progress Energy common stock that are owned by Progress Energy or Duke Energy, other than in a fiduciary capacity, will be canceled without any consideration therefor. Each outstanding option to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into an option to acquire, or an equity award relating to 2.6125 shares of Duke Energy common stock, as applicable, subject to appropriate adjustment for the reverse stock split. Based on Progress Energy shares outstanding at March 31, 2012, Duke Energy would issue 773 million shares of common stock to convert the Progress Energy common shares in the merger under the unadjusted exchange ratio of 2.6125. The exchange ratio will be adjusted proportionately to reflect a 1-for-3 reverse stock split with respect to the issued and outstanding Duke Energy common stock that Duke Energy plans to implement prior to, and conditioned on, the completion of the merger. The resulting adjusted exchange ratio is 0.87083 of a share of Duke Energy common stock for each share of Progress Energy common stock. Based on Progress Energy shares outstanding at March 31, 2012, Duke Energy would issue 258 million shares of common stock, after the effect of the 1-for-3 reverse stock split, to convert the Progress Energy common shares in the merger. The merger will be accounted for under the acquisition method of accounting with Duke Energy treated as the acquirer, for accounting purposes. Based on the market price of Duke Energy common stock on March 31, 2012, the transaction would be valued at $16 billion and would result in incremental recorded goodwill to Duke Energy of $10 billion, according to current estimates. Duke Energy would also assume all of Progress Energy’s outstanding debt, which is estimated to be $15 billion based on the approximate fair value of Progress Energy’s outstanding indebtedness at March 31, 2012. Additionally, immediately upon closing of the merger, Duke Energy expects to record expenses of $400 million to $600 million, representing accruals for commitments made in conjunction with the merger, such as employee severance, funding charitable and community support contributions and commitments related to market power mitigation, as described further below. The Merger Agreement has been unanimously approved by both companies’ Boards of Directors.

The merger is conditioned upon, among other things, approval by the shareholders of both companies, as well as expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by the FERC, the Federal Communications Commission (FCC), the NRC, the NCUC, and the KPSC. Duke Energy and Progress Energy also are seeking review of the merger by the PSCSC and approval of the joint dispatch agreement by the PSCSC. Although there are no merger-specific regulatory approvals required in Indiana, Ohio or Florida, the companies will continue to update the public services commissions in those states on the merger, as applicable and as required. The status of regulatory approvals is as follows:

Federal Energy Regulatory Commission. On April 4, 2011, Duke Energy and Progress Energy, jointly filed applications with the FERC for the approval of the merger, the Joint Dispatch Agreement and the joint Open Access Transmission Tariff (OATT). On September 30, 2011, the FERC conditionally approved the merger, subject to approval of mitigation measures to address its finding that the combined company could have an adverse effect on competition in wholesale power markets in the Duke Energy Carolinas and Progress Energy Carolinas East balancing authority areas. On October 17, 2011, Duke Energy and Progress Energy filed their plan for mitigating the FERC’s concerns by proposing to offer on a daily basis a certain quantity of power during summer and winter periods to the extent it is available after serving native load and existing firm obligations. On December 14, 2011, the FERC issued an order rejecting Duke Energy and Progress Energy’s proposed mitigation plan, finding that the proposed mitigation plans submitted by the companies did not adequately address the market power issues. In a separate order issued December 14, 2011, the FERC dismissed the applications for approval of the Joint Dispatch Agreement and the joint OATT without prejudice to the right to refile them if Duke Energy and Progress Energy decide to file another mitigation plan to address the FERC’s market power concerns stated in the FERC’s September 30, 2011 order. On March 26, 2012, Duke Energy and Progress Energy filed their revised mitigation plan with the FERC. The filing requests that the FERC issue orders approving the mitigation plan, the Joint Dispatch Agreement and the joint OATT within 60 days of the filing, and no later than June 8, 2012. In addition to offering interim firm sales of capacity and energy during the summer and winter periods, Duke Energy and Progress Energy have planned seven permanent transmission upgrades, estimated to cost $110 million, that will increase the power import capabilities into the Progress Energy and Duke Energy North Carolina and South Carolina service areas and enhance the competitive power supply options in the region. On April 13, 2012, the companies filed a response to a request for additional information which was received from the FERC on April 10, 2012. Four participants to the proceedings filed comments before the April 25, 2012 filing deadline. On May 1, 2012, the companies filed a response to the comments with the FERC.

North Carolina Utilities Commission. On April 4, 2011, Duke Energy and Progress Energy filed a merger application and joint dispatch agreement with the NCUC. On September 2, 2011, Duke Energy, Progress Energy and the NC Public Staff filed a settlement agreement with the NCUC. Under the settlement agreement, the companies will guarantee North Carolina customers their allocable share of $650 million in savings related to fuel and joint dispatch of generation assets over the first five years after the merger closes, continue community financial support for a minimum of four years, contribute to weatherization efforts of low-income customers and workforce development during the first year after the merger closes and agree not to recover direct merger-related costs. A public hearing occurred September 20-22, 2011 and proposed orders and briefs were filed November 23, 2011. Duke Energy is required by regulatory conditions imposed by the NCUC to file with the NCUC a thirty-day advance notice of certain FERC filings prior to filing with the FERC. Accordingly, Duke Energy filed advance notice of the revised FERC mitigation plan on February 22, 2012. On May 8, 2012, Duke Energy and Progress Energy jointly filed a settlement agreement with the NC Public Staff at the NCUC which addresses various merger-related issues including retail rate recovery of the costs associated with the mitigation of wholesale market power and fuel savings associated with the Joint Dispatch Agreement. The agreement is subject to the approval of the NCUC, and is also contingent upon the approval by the FERC, without material condition or change, of the market power mitigation proposal, as well as other various merger filings currently under review at the FERC.

Public Service Commission of South Carolina. On April 25, 2011, Duke Energy and Progress Energy, on behalf of their utility companies Duke Energy Carolinas and Progress Energy Carolinas, filed an application requesting the PSCSC to review the merger and approve the proposed Joint Dispatch Agreement and the prospective future merger of Duke Energy Carolinas and Progress Energy Carolinas. On September 13, 2011, Duke Energy and Progress Energy withdrew their application seeking approval for the future merger of their Carolinas utility companies, Duke Energy Carolinas and Progress Energy Carolinas, as the merger of these entities is not likely to occur for several years after the close of the merger. Hearings occurred the week of December 12, 2011 and proposed orders and briefs were filed on December 20, 2011. Duke Energy Carolinas and Progress Energy Carolinas committed at the hearing that, as a condition for the PSCSC approving the proposed

 

26


Table of Contents

PART I

DUKE ENERGY CORPORATION - DUKE ENERGY CAROLINAS, LLC - DUKE ENERGY OHIO, INC. -

DUKE ENERGY INDIANA, INC.

Combined Notes To Unaudited Condensed Consolidated Financial Statements – (Continued)

 

Joint Dispatch Agreement, Duke Energy Carolinas and Progress Energy Carolinas will give their South Carolina customers “most favored nations” treatment. Thus, Duke Energy Carolinas’ and Progress Energy Carolinas’ South Carolina customers will receive pro rata benefits equivalent to those approved by the NCUC in connection with the NCUC’s review of the merger application. Duke Energy Carolinas and Progress Energy Carolinas are awaiting a PSCSC order in this case.

Securities and Exchange Commission. On March 17, 2011, Duke Energy filed an initial registration statement on Form S-4 with the Securities and Exchange Commission (SEC) for shares to be issued to consummate the merger with Progress Energy. On July 7, 2011, the Form S-4 was declared effective by the SEC, and the joint proxy statement/prospectus contained in the Form S-4 was mailed to the shareholders of both companies thereafter. On August 23, 2011, Duke Energy and Progress Energy shareholders approved the proposed merger. In addition, Duke Energy shareholders approved a 1-for-3 reverse stock split.

U.S. Department of Justice and the Federal Trade Commission. On March 28, 2011, Duke Energy and Progress Energy submitted Hart-Scott-Rodino antitrust filings to the U.S. Department of Justice (DOJ) and the Federal Trade Commission (FTC). The 30 day notice period expired without further action by the DOJ; therefore, the companies had clearance to close the merger on April 27, 2011. This clearance was effective for one year. On March 22, 2012, the companies filed new antitrust filings. The 30 day notice period expired without further action by the DOJ; therefore, the companies have clearance to close the merger.

Nuclear Regulatory Commission. On March 30, 2011, Progress Energy made filings with the NRC for approval for indirect transfer of control of licenses for Progress Energy’s nuclear facilities to include Duke Energy as the ultimate parent corporation on these licenses. On December 2, 2011, the NRC approved the indirect transfer of control of Progress Energy’s nuclear stations to include Duke Energy as the parent corporation of the licenses.

Kentucky Public Service Commission. On April 4, 2011, Duke Energy and Progress Energy filed a merger application with the KPSC. On June 24, 2011, Duke Energy and Progress Energy filed a settlement agreement with the Attorney General. A public hearing occurred on July 8, 2011. An order conditionally approving the merger was issued on August 2, 2011. On September 15, 2011, Duke Energy and Progress Energy filed for approval of a stipulation revising one of the merger conditions contained in the KPSC order. On October 28, 2011, the KPSC issued an order approving the stipulation and merger and again required Duke Energy and Progress Energy to accept all conditions contained in the order. Duke Energy and Progress Energy filed their acceptance of those conditions on November 4, 2011.

Federal Communications Commission. On July 12, 2011, Duke Energy and Progress Energy filed an application with the FCC for approval of radio system license transfers. The FCC approved the transfers on July 27, 2011. On January 5, 2012, the FCC granted an extension of its approval until July 12, 2012.

No assurances can be given as to the timing of the satisfaction of all closing conditions or that all required approvals will be received.

The Merger Agreement contains certain termination rights for both Duke Energy and Progress Energy, and further provides for the payment of a termination fee of $400 million by Progress Energy under specified circumstances and a termination fee of $675 million by Duke Energy under specified circumstances. On January 8, 2012, Duke Energy and Progress Energy mutually agreed to extend the initial termination date of January 8, 2012 specified in the Merger Agreement to July 8, 2012.

For the three months ended March 31, 2012 and 2011, Duke Energy incurred transaction costs related to the Progress Energy merger of $8 million and $11 million, respectively, which are recorded within Operating Expenses in Duke Energy’s Condensed Consolidated Statement of Operations.

Vermillion Generating Station.

On January 12, 2012, after receiving approvals from the FERC and the IURC on August 12, 2011 and December 28, 2011, respectively, Duke Energy Vermillion II, LLC (Duke Energy Vermillion), an indirect wholly owned subsidiary of Duke Energy Ohio, completed the sale of its 75% undivided ownership interest in the Vermillion Generating Station (Vermillion) to Duke Energy Indiana and Wabash Valley Power Association (WVPA). Upon the closing of the sale, Duke Energy Indiana and WVPA held 62.5% and 37.5% interests in Vermillion, respectively. Duke Energy Ohio received proceeds of $68 million and $14 million from Duke Energy Indiana and WVPA, respectively. Following the transaction, Duke Energy Indiana retired Gallagher Units 1 and 3 effective February 1, 2012.

As Duke Energy Indiana is an affiliate of Duke Energy Vermillion the transaction has been accounted for as a transfer between entities under common control with no gain or loss recorded and did not have a significant impact to Duke Energy Ohio or Duke Energy Indiana’s results of operations. The proceeds received from Duke Energy Indiana are included in Net proceeds from the sales of other assets on Duke Energy Ohio’s Condensed Consolidated Statements of Cash Flows. The cash paid to Duke Energy Ohio is included in Capital expenditures on Duke Energy Indiana’s Condensed Consolidated Statements of Cash Flows. Duke Energy Ohio and Duke Energy Indiana recognized non-cash equity transfers of $28 million and $26 million, respectively, in their Condensed Consolidated Statements of Common Stockholder’s Equity on the transaction representing the difference between cash exchanged and the net book value of Vermillion. These amounts are not reflected in Duke Energy’s Condensed Consolidated Statements of Cash Flows or Condensed Consolidated Statements of Equity as the transaction is eliminated in consolidation.

The proceeds from WVPA are included in Net proceeds from the sales of other assets, and sale of and collections on notes receivable on Duke Energy and Duke Energy Ohio’s Condensed Consolidated Statements of Cash Flows. In the second quarter of 2011, Duke Energy Ohio recorded a pre-tax impairment charge of $9 million to adjust the carrying value of the proportionate share of Vermillion to be sold to WVPA to the proceeds to be received from WVPA less costs to sell. The sale of the proportionate share of Vermillion to WVPA did not result in a significant additional gain or loss upon close of the transaction.

Wind Projects Joint Venture.

In April 2012, Duke Energy executed a joint venture agreement with Sumitomo Corporation of America (SCOA). Under the terms of the agreement, Duke Energy and SCOA will each own a 50% interest in the joint venture, which owns two wind generation facilities currently under construction.

 

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Duke Energy and SCOA also negotiated a $330 million, Construction and 12-year amortizing Term Loan Facility, on behalf of the borrower, a wholly owned subsidiary of the joint venture. The loan agreement is non-recourse to Duke Energy. Duke Energy received proceeds of $319 million upon execution of the loan agreement. This amount represents reimbursement of a significant portion of Duke Energy’s construction costs incurred as of the date of the agreement. Beginning in April 2012, and through completion of the projects, Duke Energy and SCOA will each fund 50% of the remaining construction cost of the projects through contributions to the joint venture. Duke Energy will consolidate the joint venture until the projects reach commercial operations later in 2012. This transaction is expected to result in an insignificant gain to Duke Energy at the time construction is complete, where upon Duke Energy will no longer consolidate the joint venture.

3. Business Segments

Effective with the first quarter of 2012, management began evaluating segment performance based on Segment Income. Segment Income is defined as income from continuing operations net of income attributable to noncontrolling interests. Segment Income, as discussed below, includes intercompany revenues and expenses that are eliminated in the Condensed Consolidated Financial Statements. In conjunction with management’s use of the new reporting measure, certain governance costs that were previously unallocated have now been allocated to each of the segments. In addition, direct interest expense and income taxes are included in segment income. Prior year segment profitability information has been recast to conform to the current year presentation. None of these changes impacts the reportable operating segments or the Duke Energy Registrants’ previously reported consolidated revenues, net income or earnings-per-share.

Duke Energy

Duke Energy has the following reportable operating segments: U.S. Franchised Electric and Gas (USFE&G), Commercial Power and International Energy.

USFE&G generates, transmits, distributes and sells electricity in central and western North Carolina, western South Carolina, central, north central and southern Indiana, and northern Kentucky. USFE&G also transmits and distributes electricity in southwestern Ohio. Additionally, USFE&G transports and sells natural gas in southwestern Ohio and northern Kentucky. It conducts operations primarily through Duke Energy Carolinas, regulated portions of Duke Energy Ohio including Duke Energy Kentucky, and Duke Energy Indiana.

Commercial Power owns, operates and manages power plants and engages in the wholesale marketing and procurement of electric power, fuel and emission allowances related to these plants, as well as other contractual positions. Commercial Power also has a retail sales subsidiary, Duke Energy Retail Sales, LLC (Duke Energy Retail), which is certified by the PUCO as a Competitive Retail Electric Service provider in Ohio. Through Duke Energy Generation Services, Inc. and its affiliates (DEGS), Commercial Power engages in the development, construction and operation of renewable energy projects. In addition, DEGS develops commercial transmission projects. DEGS also owns and operates electric generation for large energy consumers, municipalities, utilities and industrial facilities.

International Energy principally operates and manages power generation facilities and engages in sales and marketing of electric power and natural gas outside the U.S. It conducts operations primarily through Duke Energy International, LLC and its affiliates and its activities principally target power generation in Latin America. Additionally, International Energy owns a 25% interest in National Methanol Company, located in Saudi Arabia, which is a large regional producer of methanol and methyl tertiary butyl ether.

The remainder of Duke Energy’s operations is presented as Other. While it is not considered an operating segment, Other primarily includes unallocated corporate costs, including costs to achieve certain mergers and divestitures, costs associated with certain corporate severance programs, corporate interest expense and certain corporate income tax impact. It also includes, Bison Insurance Company Limited (Bison), Duke Energy’s wholly owned, captive insurance subsidiary, Duke Energy’s 50% interest in DukeNet Communications, LLC (DukeNet) and related telecommunications businesses, and Duke Energy Trading and Marketing, LLC, which is 40% owned by Exxon Mobil Corporation and 60% owned by Duke Energy.

Business Segment Data

 

     Unaffiliated
Revenues
     Intersegment
Revenues
    Total
Revenues
    Segment  Income/
Consolidated
Net Income(a)
 
     (in millions)  

Three Months Ended March 31, 2012

         

USFE&G(b)

   $ 2,660       $ 8      $ 2,668      $ 136   

Commercial Power

     564         16        580        31   

International Energy

     402         —          402        142   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total reportable segments

     3,626         24        3,650        309   

Other

     4         11        15        (16

Eliminations

     —           (35     (35     —     

Add back of noncontrolling interest component

     —           —          —          4   

Income from Discontinued Operations, net of tax

     —           —          —          2  
  

 

 

    

 

 

   

 

 

   

 

 

 

Total consolidated

   $ 3,630       $ —        $ 3,630      $ 299   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

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     Unaffiliated
Revenues
    Intersegment
Revenues
    Total
Revenues
    Segment  Income/
Consolidated
Net Income(a)
 
     (in millions)  

Three Months Ended March 31, 2011

        

USFE&G

   $ 2,674      $ 9      $ 2,683      $ 341   

Commercial Power

     642        2        644        49   

International Energy

     348        —          348        128   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total reportable segments

     3,664        11        3,675        518   

Other

     (1     12        11        (7

Eliminations

     —          (23     (23     —     

Add back of noncontrolling interest component

     —          —          —          2   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total consolidated

   $ 3,663      $ —        $ 3,663      $ 513   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Segment results exclude noncontrolling interests and results of entities classified as discontinued operations.
(b) As discussed further in Note 4, Duke Energy recorded pre-tax impairment and other charges of $420 million in the first quarter of 2012 related to Edwardsport integrated gasification combined cycle (IGCC) project.

Segment assets in the following table exclude all intercompany assets.

Segment Assets

 

     March 31,
2012
     December 31,
2011
 
     (in millions)  

USFE&G

   $ 47,790       $ 47,977   

Commercial Power

     6,884         6,939   

International Energy

     4,752         4,539   
  

 

 

    

 

 

 

Total reportable segments

     59,426         59,455   

Other

     2,337         2,961   

Reclassifications(a)

     36         110   
  

 

 

    

 

 

 

Total consolidated assets

   $ 61,799       $ 62,526   
  

 

 

    

 

 

 

 

(a) Primarily represents reclassification of federal tax balances in consolidation.

Duke Energy Ohio

Duke Energy Ohio has two reportable operating segments, Franchised Electric and Gas and Commercial Power.

Franchised Electric and Gas transmits and distributes electricity in southwestern Ohio and generates, transmits, distributes and sells electricity in northern Kentucky. Franchised Electric and Gas also transports and sells natural gas in southwestern Ohio and northern Kentucky. It conducts operations primarily through Duke Energy Ohio and its wholly owned subsidiary Duke Energy Kentucky.

Commercial Power owns, operates and manages power plants and engages in the wholesale marketing and procurement of electric power, fuel and emission allowances related to these plants, as well as other contractual positions. Duke Energy Ohio’s Commercial Power reportable operating segment does not include the operations of DEGS or Duke Energy Retail, which is included in the Commercial Power reportable operating segment at Duke Energy.

The remainder of Duke Energy Ohio’s operations is presented as Other. While it is not considered an operating segment, Other primarily includes certain governance costs allocated by its parent, Duke Energy (see Note 17).

Business Segment Data

 

     Unaffiliated
Revenues(a)
    Segment  Income/
Consolidated Net
Income
 
     (in millions)  

Three Months Ended March 31, 2012

    

Franchised Electric and Gas

   $ 473      $ 34   

Commercial Power

     454        44   
  

 

 

   

 

 

 

Total reportable segments

     927        78   

Other

     —          (4

Eliminations

     (15     —     
  

 

 

   

 

 

 

Total consolidated

   $ 912      $ 74   
  

 

 

   

 

 

 

 

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Combined Notes To Unaudited Condensed Consolidated Financial Statements – (Continued)

 

     Unaffiliated
Revenues(a)
     Segment  Income/
Consolidated Net
Income
 
     (in millions)  

Three Months Ended March 31, 2011

     

Franchised Electric and Gas

   $ 464       $ 48   

Commercial Power

     415         28   
  

 

 

    

 

 

 

Total reportable segments

     879         76   

Other

     —           (3
  

 

 

    

 

 

 

Total consolidated

   $ 879       $ 73   
  

 

 

    

 

 

 

 

(a) There was an insignificant amount of intersegment revenues for the three months ended March 31, 2012 and 2011.

Segment assets in the following table exclude all intercompany assets.

Segment Assets

 

     March 31,
2012
    December 31,
2011
 
     (in millions)  

Franchised Electric and Gas

   $ 6,432      $ 6,293   

Commercial Power

     4,733        4,740   
  

 

 

   

 

 

 

Total reportable segments

     11,165        11,033   

Other

     177        259   

Reclassifications

     (384     (353
  

 

 

   

 

 

 

Total consolidated assets

   $ 10,958      $ 10,939   
  

 

 

   

 

 

 

Duke Energy Carolinas and Duke Energy Indiana

Duke Energy Carolinas and Duke Energy Indiana each have one reportable operating segment, Franchised Electric, which generates, transmits, distributes and sells electricity in central and western North Carolina and western South Carolina, and north central, central and southern Indiana, respectively.

The remainder of Duke Energy Carolinas’ and Duke Energy Indiana’s operations is presented as Other. While it is not considered an operating segment, Other primarily includes costs to achieve certain mergers and divestitures, certain corporate severance programs, and certain costs for use of corporate assets as allocated to Duke Energy Carolinas or Duke Energy Indiana.

At March 31, 2012 and 2011, all of Duke Energy Carolinas’ and Duke Energy Indiana’s assets are each owned by the Franchised Electric operating segment. For the three months ended March 31, 2012 and 2011, substantially all revenues, and expenses are from the Franchised Electric operating segment of each registrant.

4. Regulatory Matters

Rate Related Information.

The NCUC, PSCSC, IURC, PUCO and KPSC approve rates for retail electric and gas services within their states. Non-regulated sellers of gas and electric generation are also allowed to operate in Ohio once certified by the PUCO. The FERC approves rates for electric sales to wholesale customers served under cost-based rates, as well as sales of transmission service.

Duke Energy Ohio Standard Service Offer (SSO). The PUCO approved Duke Energy Ohio’s current ESP on November 22, 2011. The ESP effectively separates the generation of electricity from Duke Energy Ohio’s retail load obligation and requires Duke Energy Ohio to transfer its generation assets to a non-regulated affiliate on or before December 31, 2014. The ESP includes competitive auctions for electricity supply whereby the energy price is recovered from retail customers. As a result, Duke Energy Ohio now earns retail margin on the transmission and distribution of electricity only and not on the cost of the underlying energy. New rates for Duke Energy Ohio went into effect for SSO customers on January 1, 2012. The ESP also includes a provision for a non-bypassable stability charge of $110 million per year to be collected from January 1, 2012 through December 31, 2014.

On January 18, 2012, the PUCO denied a request for rehearing of its decision on Duke Energy Ohio’s ESP filed by Columbus Southern Power and Ohio Power Company.

Duke Energy Ohio Generation Asset Transfer. On April 2, 2012, Duke Energy Ohio and various affiliated entities filed an Application for Authorization for Disposition of Jurisdictional Facilities with FERC. The application seeks to transfer, from Duke Energy Ohio’s rate-regulated Ohio utility company, the legacy coal-fired and combustion gas turbine assets to a non-regulated affiliate, consistent with ESP stipulation approved on November 22, 2011. The application outlines a potential additional step in the reorganization that would result in a transfer of all of Duke Energy Ohio’s Commercial Power business to an indirect wholly owned subsidiary of Duke Energy as early as October 2012. The process of determining the optimal corporate structure is an ongoing evaluation of factors, such as tax considerations, that may change between now and the transfer date. In conjunction with the

 

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transfer, Duke Energy Ohio’s capital structure will be restructured to reflect appropriate debt and equity ratios for its regulated Franchised Electric and Gas operations. The transfer could instead be accomplished within a wholly owned non-regulated subsidiary of Duke Energy Ohio depending on final tax structuring analysis. Duke Energy Ohio requested the FERC to rule on the application within 90 days.

Duke Energy Carolinas North Carolina Rate Case. On January 27, 2012, the NCUC approved a settlement agreement between Duke Energy Carolinas and the North Carolina Utilities Public Staff (Public Staff). The terms of the agreement include an average 7.2% increase in retail revenues, or approximately $309 million annually beginning in February 2012. The agreement includes a 10.5% return on equity and a capital structure of 53% equity and 47% long-term debt. In order to mitigate the impact of the increase on customers, the agreement provides for (i) Duke Energy to waive its right to increase the amount of construction work in progress in rate base for any expenditures associated with Cliffside Unit 6 above the North Carolina retail portion included in the 2009 North Carolina Rate Case, (ii) the accelerated return of certain regulatory liabilities, related to accumulated EPA sulfur dioxide auction proceeds, to customers, which lowered the total impact to customer bills to an increase of approximately 7.2% in the near-term; and (iii) an $11 million shareholder contribution to agencies that provide energy assistance to low income customers. In exchange for waiving the right to increase the amount of construction work in process for Cliffside Unit 6, Duke Energy will continue to capitalize AFUDC on all expenditures associated with Cliffside Unit 6 not included in rate base as a result of the 2009 North Carolina Rate Case.

On March 28, 2012, the North Carolina Attorney General filed a notice of appeal with the NCUC challenging the rate of return approved in the agreement. On April 17, 2012, the NCUC denied Duke Energy Carolinas’ request to dismiss the notice of appeal.

Duke Energy Carolinas South Carolina Rate Case. On January 25, 2012, the PSCSC approved a settlement agreement between Duke Energy Carolinas and the Office of Regulatory Staff (ORS), Wal-Mart Stores East, LP (Wal-Mart), and Sam’s East, Inc (Sam’s). The Commission of Public Works for the city of Spartanburg, South Carolina and the Spartanburg Sanitary Sewer District were not parties to the agreement; however, they did not object to the agreement. The terms of the agreement include an average 5.98% increase in retail and commercial revenues, or approximately $93 million annually beginning February 6, 2012. The agreement includes a 10.5% return on equity, a capital structure of 53% equity and 47% long-term debt, and a contribution of $4 million to AdvanceSC.

Capital Expansion Projects.

Overview. USFE&G is engaged in planning efforts to meet projected load growth in its service territories. Capacity additions may include new nuclear, IGCC, coal facilities or gas-fired generation units. Because of the long lead times required to develop such assets, USFE&G is taking steps now to ensure those options are available.

Duke Energy Carolinas Cliffside Unit 6. On March 21, 2007, the NCUC issued an order allowing Duke Energy Carolinas to build an 800 MW coal-fired unit. Following final equipment selection and the completion of detailed engineering, Cliffside Unit 6 is expected to have a net output of 825 MW. On January 31, 2008, Duke Energy Carolinas filed its updated cost estimate of $1.8 billion (excluding AFUDC of $600 million) for the approved new Cliffside Unit 6. In March 2010, Duke Energy Carolinas filed an update to the cost estimate of $1.8 billion (excluding AFUDC) with the NCUC where it reduced the estimated AFUDC financing costs to $400 million as a result of the December 2009 rate case settlement with the NCUC that allowed the inclusion of construction work in progress in rate base prospectively. Duke Energy Carolinas believes that the overall cost of Cliffside Unit 6 will be reduced by $125 million in federal advanced clean coal tax credits, as discussed in Note 5. Cliffside Unit 6 is expected to begin commercial operation in the fall of 2012.

Duke Energy Carolinas Dan River and Buck Combined Cycle Facilities. In June 2008, the NCUC issued its order approving the Certificate of Public Convenience and Necessity (CPCN) applications to construct a 620 MW combined cycle natural gas fired generating facility at each of Duke Energy Carolinas’ existing Dan River Steam Station and Buck Steam Station. The Division of Air Quality (DAQ) issued a final air permit authorizing construction of the Buck and Dan River combined cycle natural gas-fired generating units in October 2008 and August 2009, respectively.

In November 2011, Duke Energy Carolinas placed its 620 MW Buck combined cycle natural gas-fired generation facility in service. The Dan River project is expected to begin operation by the end of 2012. Based on the most updated cost estimates, total costs (including AFUDC) for the Dan River project are $710 million.

Duke Energy Indiana Edwardsport IGCC Plant. On September 7, 2006, Duke Energy Indiana and Southern Indiana Gas and Electric Company d/b/a Vectren Energy Delivery of Indiana (Vectren) filed a joint petition with the IURC seeking a CPCN for the construction of a 618 MW IGCC power plant at Duke Energy Indiana’s Edwardsport Generating Station in Knox County, Indiana. The facility was initially estimated to cost approximately $1.985 billion (including $120 million of AFUDC). In August 2007, Vectren formally withdrew its participation in the IGCC plant and a hearing was conducted on the CPCN petition based on Duke Energy Indiana owning 100% of the project. On November 20, 2007, the IURC issued an order granting Duke Energy Indiana a CPCN for the proposed IGCC project, approved the cost estimate of $1.985 billion and approved the timely recovery of costs related to the project. On January 25, 2008, Duke Energy Indiana received the final air permit from the Indiana Department of Environmental Management. The Citizens Action Coalition of Indiana, Inc. (CAC), Sierra Club, Inc., Save the Valley, Inc., and Valley Watch, Inc., all intervenors in the CPCN proceeding, have appealed the air permit.

On May 1, 2008, Duke Energy Indiana filed its first semi-annual IGCC rider and ongoing review proceeding with the IURC as required under the CPCN order issued by the IURC. In its filing, Duke Energy Indiana requested approval of a new cost estimate for the IGCC project of $2.35 billion (including $125 million of AFUDC) and for approval of plans to study carbon capture as required by the IURC’s CPCN order. On January 7, 2009, the IURC approved Duke Energy Indiana’s request, including the new cost estimate of $2.35 billion, and cost recovery associated with a study on carbon capture. On November 3, 2008 and May 1, 2009, Duke Energy Indiana filed its second and third semi-annual IGCC riders, respectively, both of which were approved by the IURC in full.

On November 24, 2009, Duke Energy Indiana filed a petition for its fourth semi-annual IGCC rider and ongoing review proceeding with the IURC. As Duke Energy Indiana experienced design modifications, quantity increases and scope growth above what was anticipated from the preliminary engineering design, capital costs to the IGCC project were anticipated to increase. Duke Energy Indiana forecasted that the additional capital cost items would use the remaining contingency and escalation amounts in the

 

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current $2.35 billion cost estimate and add $150 million, excluding the impact associated with the need to add more contingency. Duke Energy Indiana did not request approval of an increased cost estimate in the fourth semi-annual update proceeding; rather, Duke Energy Indiana requested, and the IURC approved, a subdocket proceeding in which Duke Energy Indiana would present additional evidence regarding an updated estimated cost for the IGCC project and in which a more comprehensive review of the IGCC project could occur. The evidentiary hearing for the fourth semi-annual update proceeding was held April 6, 2010, and an interim order was received on July 28, 2010. The order approves the implementation of an updated IGCC rider to recover costs incurred through September 30, 2009, effective immediately. The approvals are on an interim basis pending the outcome of the sub-docket proceeding involving the revised cost estimate as discussed further below.

On April 16, 2010, Duke Energy Indiana filed a revised cost estimate for the IGCC project reflecting an estimated cost increase of $530 million. Duke Energy Indiana requested approval of the revised cost estimate of $2.88 billion (including $160 million of AFUDC), and for continuation of the existing cost recovery treatment. A major driver of the cost increase included quantity increases and design changes, which impacted the scope, productivity and schedule of the IGCC project. On September 17, 2010, an agreement was reached with the OUCC, Duke Energy Indiana Industrial Group and Nucor Steel — Indiana to increase the authorized cost estimate of $2.35 billion to $2.76 billion, and to cap the project’s costs that could be passed on to customers at $2.975 billion. Any construction cost amounts above $2.76 billion would be subject to a prudence review similar to most other rate base investments in Duke Energy Indiana’s next general rate increase request before the IURC. Duke Energy Indiana agreed to accept a 150 basis point reduction in the equity return for any project construction costs greater than $2.35 billion. Additionally, Duke Energy Indiana agreed not to file for a general rate case increase before March 2012. Duke Energy Indiana also agreed to reduce depreciation rates earlier than would otherwise be required and to forego a deferred tax incentive related to the IGCC project. As a result of the settlement, Duke Energy Indiana recorded a pre-tax charge to earnings of approximately $44 million in the third quarter of 2010 to reflect the impact of the reduction in the return on equity. Due to the IURC investigation discussed below, the IURC convened a technical conference on November 3, 2010, related to the continuing need for the Edwardsport IGCC facility. On December 9, 2010, the parties to the settlement withdrew the settlement agreement to provide an opportunity to assess whether and to what extent the settlement agreement remained a reasonable allocation of risks and rewards and whether modifications to the settlement agreement were appropriate. Management determined that the approximate $44 million charge discussed above was not impacted by the withdrawal of the settlement agreement.

During 2010, Duke Energy Indiana filed petitions for its fifth and sixth semi-annual IGCC riders. Evidentiary hearings were held on April 24, 2012 and April 25, 2012.

The CAC, Sierra Club, Inc., Save the Valley, Inc., and Valley Watch, Inc. filed motions for two subdocket proceedings alleging improper communications, undue influence, fraud, concealment and gross mismanagement, and a request for field hearing in this proceeding. Duke Energy Indiana opposed the requests. On February 25, 2011, the IURC issued an order which denied the request for a subdocket to investigate the allegations of improper communications and undue influence at this time, finding there were other agencies better suited for such investigation. The IURC also found that allegations of fraud, concealment and gross mismanagement related to the IGCC project should be heard in a Phase II proceeding of the cost estimate subdocket and set evidentiary hearings on both Phase I (cost estimate increase) and Phase II beginning in August 2011. After procedural delays, hearings were held on Phase I on October 26, 2011 and on Phase II on November 21, 2011.

On March 10, 2011, Duke Energy Indiana filed testimony with the IURC proposing a framework designed to mitigate customer rate impacts associated with the Edwardsport IGCC project. Duke Energy Indiana’s filing proposed a cap on the project’s construction costs, (excluding financing costs), which can be recovered through rates at $2.72 billion. It also proposed rate-related adjustments that will lower the overall customer rate increase related to the project from an average of 19% to approximately 16%.

On November 30, 2011, Duke Energy Indiana filed a petition with the IURC in connection with its eighth semi-annual rider request for the Edwardsport IGCC project. Evidentiary hearings for the seventh and eight semi-annual rider requests are scheduled for August 6, 2012 and August 7, 2012.

On June 27, 2011, Duke Energy Indiana filed testimony with the IURC in connection with its seventh semi-annual rider request which included an update on the current cost forecast of the Edwardsport IGCC project. The updated forecast excluding AFUDC increased from $2.72 billion to $2.82 billion, not including any contingency for unexpected start-up events. On June 30, 2011, the OUCC and intervenors filed testimony in Phase I recommending that Duke Energy Indiana be disallowed cost recovery of any of the additional cost estimate increase above the previously approved cost estimate of $2.35 billion. Duke Energy Indiana filed rebuttal testimony on August 3, 2011.

In the subdocket proceeding, on July 14, 2011, the OUCC and certain intervenors filed testimony in Phase II alleging that Duke Energy Indiana concealed information and grossly mismanaged the project, and therefore Duke Energy Indiana should only be permitted to recover from customers $1.985 billion, the original IGCC project cost estimate approved by the IURC. Other intervenors recommended that Duke Energy Indiana not be able to rely on any cost recovery granted under the CPCN or the first cost increase order. Duke Energy Indiana believes it has diligently and prudently managed the project. On September 9, 2011, Duke Energy defended against the allegations in its responsive testimony. The OUCC and intervenors filed their final rebuttal testimony in Phase II on or before October 7, 2011, making similar claims of fraud, concealment and gross mismanagement and recommending the same outcome of limiting Duke Energy Indiana’s recovery to the $1.985 billion initial cost estimate. Additionally, the CAC recommended that recovery be limited to the costs incurred on the IGCC project as of November 30, 2009 (Duke Energy Indiana estimates it had committed costs of $1.6 billion), with further IURC proceedings to be held to determine the financial consequences of this recommendation.

On October 19, 2011, Duke Energy Indiana revised its project cost estimate from approximately $2.82 billion, excluding financing costs, to approximately $2.98 billion, excluding financing costs. The revised estimate reflects additional cost pressures resulting from quantity increases and the resulting impact on the scope, productivity and schedule of the IGCC project. Duke Energy Indiana previously proposed to the IURC a cost cap of approximately $2.72 billion, plus the actual AFUDC that accrues on that amount. As a result, Duke Energy Indiana recorded a pre-tax impairment charge of approximately $222 million in the third quarter of 2011 related to costs expected to be incurred above the cost cap. This charge is in addition to a pre-tax impairment charge of

 

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approximately $44 million recorded in the third quarter of 2010 as discussed above. The cost cap, if approved by the IURC, limits the amount of project construction costs that may be incorporated into customer rates in Indiana. As a result of the proposed cost cap, recovery of these cost increases is not considered probable. Additional updates to the cost estimate could occur through the completion of the plant in 2012.

Phase I and Phase II hearings concluded on January 24, 2012. The CAC has filed repeated requests for the IURC to consider issues of ethics, undue influence, due process violations and appearance of impropriety. The IURC denied the most recent motion in March 2012. In April 2012, the CAC filed a motion requesting the IURC to certify questions of law for appeal regarding allegations of fraud on the commission and due process violations. The IURC has not yet ruled on the motion.

On April 30, 2012, Duke Energy Indiana entered into a settlement agreement with the Indiana Office of the Utility Consumer Counselor, the Duke Energy Indiana Industrial Group and Nucor Steel-Indiana on the cost increase for construction of the Edwardsport IGCC plant, including both Phase I and Phase II of the sub docket. Pursuant to the agreement, there would be a cap on costs to be reflected in customer rates of $2.595 billion, including estimated financing costs through June 30, 2012. If an IURC order comes after June 30, 2012, Duke Energy Indiana will be able to recover additional financing costs until customer rates are revised. Duke Energy Indiana also agrees not to request a retail electric base rate increase prior to March 2013, with rates in effect no earlier than April 1, 2014. The agreement is subject to approval by the IURC, and the settling parties have requested that schedule be set to hear evidence in support of the settlement agreement, which could allow for an IURC order as early as the summer of 2012. As a result of the agreement, Duke Energy Indiana recorded pre-tax impairment and other charges of approximately $420 million in the first quarter of 2012. Approximately $400 million is recorded in Impairment charges and the remaining approximately $20 million is recorded in Operation, maintenance and other on Duke Energy’s Condensed Consolidated Statement of Operations and in Duke Energy Indiana’s Condensed Consolidated Statements of Comprehensive Income. The $20 million recorded in Operation, maintenance and other, is attributed to legal fees Duke Energy Indiana will be responsible for on behalf of certain intervenors, as well as funding for low income energy assistance, as required by the settlement agreement. These charges are in addition to pre-tax impairment charges of approximately $222 million in the third quarter of 2011 and $44 million recorded in the third quarter of 2010, as discussed above.

Duke Energy is unable to predict the ultimate outcome of these proceedings. In the event the IURC disallows a portion of the remaining plant costs, including financing costs, or if cost estimates for the plant increase, additional charges to expense, which could be material, could occur. Construction of the Edwardsport IGCC plant is ongoing and is currently expected to be completed and placed in-service in 2012.

Duke Energy Carolinas William States Lee III Nuclear Station. In December 2007, Duke Energy Carolinas filed an application with the NRC, which has been docketed for review, for a combined Construction and Operating License (COL) for two Westinghouse AP1000 (advanced passive) reactors for the proposed William States Lee III Nuclear Station (Lee Nuclear Station) at a site in Cherokee County, South Carolina. Each reactor is capable of producing 1,117 MW. Submitting the COL application does not commit Duke Energy Carolinas to build nuclear units. Through several separate orders, the NCUC and PSCSC have allowed Duke Energy to incur project development and pre-construction costs for the project through June 30, 2012, and up to an aggregate maximum amount of $350 million.

As a condition to the approval of continued development of the project, Duke Energy Carolinas shall provide certain monthly reports to the PSCSC and the ORS. Duke Energy Carolinas has also agreed to provide a monthly report to certain parties on the progress of negotiations to acquire an interest in the V.C. Summer Nuclear Station (refer to discussion below) expansion being developed by South Carolina Public Service Authority (Santee Cooper) and South Carolina Electric & Gas Company (SCE&G). Any change in ownership interest, output allocation, sharing of costs or control and any future option agreements concerning Lee Nuclear Station shall be subject to prior approval of the PSCSC.

The NRC review of the COL application continues and the estimated receipt of the COL is in mid 2013. Duke Energy Carolinas filed with the Department of Energy (DOE) for a federal loan guarantee, which has the potential to lower financing costs associated with the proposed Lee Nuclear Station; however, it was not among the four projects selected by the DOE for the final phase of due diligence for the federal loan guarantee program. The project could be selected in the future if the program funding is expanded or if any of the current finalists drop out of the program.

In the first quarter of 2011, Duke Energy Carolinas entered into an agreement with JEA that provides JEA with an option to purchase up to a 20% undivided ownership interest in Lee Nuclear Station. JEA has 90 days following Duke Energy Carolinas’ receipt of the COL to exercise the option.

Duke Energy currently anticipates receiving the COL and other pertinent permits by mid-2013.

Duke Energy Carolinas V.C. Summer Nuclear Station Letter of Intent. In July 2011, Duke Energy Carolinas signed a letter of intent with Santee Cooper related to the potential acquisition by Duke Energy Carolinas of a 5% to 10% ownership interest in the V.C. Summer Nuclear Station being developed by Santee Cooper and SCE&G near Jenkinsville, South Carolina. The letter of intent provides a path for Duke Energy Carolinas to conduct the necessary due diligence to determine if future participation in this project is beneficial for its customers.

Potential Plant Retirements.

Duke Energy Carolinas, Duke Energy Indiana, Duke Energy Ohio and Duke Energy Kentucky each periodically file Integrated Resource Plans (IRP) with their state regulatory commissions. The IRPs provide a view of forecasted energy needs over a long term (15-20 years), and options being considered to meet those needs. The IRP’s filed by Duke Energy Carolinas, Duke Energy Indiana, Duke Energy Ohio and Duke Energy Kentucky in 2011 and 2010 included planning assumptions to potentially retire by 2015, certain coal-fired generating facilities in North Carolina, South Carolina, Indiana and Ohio that do not have the requisite emission control equipment, primarily to meet EPA regulations that are not yet effective.

Duke Energy classifies generating facilities that are still operating but are expected to be retired significantly before the end of their previously estimated useful lives as Generation facilities to be retired, net, on the Condensed Consolidated Balance Sheets. Amounts are reclassified from the cost and accumulated depreciation of Property, plant and equipment when it becomes probable the plant will be retired. Duke Energy continues to depreciate these generating facilities based on depreciable lives on file with the state regulatory commission. When such facilities are removed from service, the remaining net carrying value, if any, is then reclassified to regulatory assets, in accordance with the expected ratemaking treatment.

The table below contains, as of March 31, 2012, the net carrying value of these facilities that are in the Condensed Consolidated Balance Sheets.

 

     Duke Energy      Duke  Energy
Carolinas(b)(c)(d)
     Duke  Energy
Ohio(e)
     Duke  Energy
Indiana(f)
 

MW

     3,049         1,356         1,025         668   

Remaining net book value (in millions)(a)

   $ 344       $ 192       $ 14       $ 138   

 

(a) Included in Property, plant and equipment, net, on the Condensed Consolidated Balance Sheets unless otherwise noted.
(b) Includes Dan River Units 1 through 3, Riverbend Units 4 through 7, Lee Units 1 through 3 and Buck Units 5 and 6. Duke Energy Carolinas has committed to retire 1,667 MW in conjunction with a Cliffside air permit settlement, of which 311 MW have already been retired.
(c) Dan River was retired on April 1, 2012.
(d) Net book value of Buck Units 5 and 6 of $79 million is included in Generation facilities to be retired, net, on the Condensed Consolidated Balance Sheets.
(e) Includes Beckjord Station and Miami Fort Unit 6. Beckjord has no remaining book value.
(f) Includes Wabash River Units 2 through 6.

 

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Duke Energy continues to evaluate the potential need to retire these coal-fired generating facilities earlier than the current estimated useful lives, and plans to seek regulatory recovery for amounts that would not be otherwise recovered when any of these assets are retired.

Other Matters.

Duke Energy Ohio and Duke Energy Kentucky Regional Transmission Organization Realignment. Duke Energy Ohio, which includes its wholly owned subsidiary Duke Energy Kentucky, transferred control of its transmission assets to effect a Regional Transmission Organization (RTO) realignment from the Midwest Independent Transmission System Operator, Inc. (MISO) to PJM interconnection, L.L.C. (PJM), effective December 31, 2011.

On December 16, 2010, the FERC issued an order related to MISO’s cost allocation methodology surrounding Multi-Value Projects (MVP), a type of MISO Transmission Expansion Planning (MTEP) project cost. MISO expects that MVP will fund the costs of large transmission projects designed to bring renewable generation from the upper Midwest to load centers in the eastern portion of the MISO footprint. MISO approved MVP proposals with estimated project costs of approximately $5.2 billion prior to the date of Duke Energy Ohio’s exit from MISO on December 31, 2011. These projects are expected to be undertaken by the constructing transmission owners from 2012 through 2020 with costs recovered through MISO over the useful life of the projects. The FERC order did not clearly and expressly approve MISO’s apparent interpretation that a withdrawing transmission owner is obligated to pay its share of costs of all MVP projects approved by MISO up to the date of the withdrawing transmission owners’ exit from MISO. Duke Energy Ohio, including Duke Energy Kentucky, has historically represented approximately five-percent of the MISO system. The impact of this order is not fully known, but could result in a substantial increase in MISO transmission expansion costs allocated to Duke Energy Ohio and Duke Energy Kentucky subsequent to a withdrawal from MISO. Duke Energy Ohio and Duke Energy Kentucky, among other parties, sought rehearing of the FERC MVP order. On October 21, 2011, the FERC issued an order on rehearing in this matter largely affirming its original MVP order and conditionally accepting MISO’s compliance filing as well as determining that the MVP allocation methodology is consistent with cost causation principles and FERC precedent. The FERC also reiterated that it will not prejudge any settlement agreement between an RTO and a withdrawing transmission owner for fees that a withdrawing transmission owner owes to the RTO. The order further states that any such fees that a withdrawing transmission owner owes to an RTO are a matter for those parties to negotiate, subject to review by the FERC. The FERC also ruled that Duke Energy Ohio and Duke Energy Kentucky’s challenge of MISO’s ability to allocate MVP costs to a withdrawing transmission owner is beyond the scope of the proceeding. The order further stated that MISO’s tariff withdrawal language establishes that once cost responsibility for transmission upgrades is determined, withdrawing transmission owners retain any costs incurred prior to the withdrawal date. In order to preserve their rights, Duke Energy Ohio and Duke Energy Kentucky filed an appeal of the FERC order in the D.C. Circuit Court of Appeals. The case was consolidated with appeals of the FERC order by other parties in the Seventh Circuit Court of Appeals.

Duke Energy Ohio and Duke Energy Kentucky have entered into settlements or have received state regulatory approvals associated with the RTO realignment. On December 22, 2010, the KPSC issued an order granting approval of Duke Energy Kentucky’s request to effect the RTO realignment, subject to several conditions. The conditions accepted by Duke Energy Kentucky include a commitment to not seek to double-recover in a future rate case the transmission expansion fees that may be charged by MISO and PJM in the same period or overlapping periods. On January 25, 2011, the KPSC issued an order stating that the order had been satisfied and is now unconditional.

On April 26, 2011, Duke Energy Ohio, Ohio Energy Group, The Office of Ohio Consumers’ Counsel and the Commission Staff filed an Application and a Stipulation with the PUCO regarding Duke Energy Ohio’s recovery via a non-bypassable rider of certain costs related to its proposed RTO realignment. Under the Stipulation, Duke Energy Ohio would recover all MTEP costs, including but not limited to MVP costs, directly or indirectly charged to Duke Energy Ohio retail customers. Duke Energy Ohio would not seek to recover any portion of the MISO exit obligation, PJM integration fees, or internal costs associated with the RTO realignment and the first $121 million of PJM transmission expansion costs from Ohio retail customers. Duke Energy Ohio also agreed to vigorously defend against any charges for MVP projects from MISO. On May 25, 2011, the Stipulation was approved by the PUCO. An application for rehearing filed by Ohio Partners for Affordable Energy was denied by the PUCO on July 15, 2011.

On October 14, 2011, Duke Energy Ohio and Duke Energy Kentucky filed an application with the FERC to establish new wholesale customer rates for transmission service under PJM’s Open Access Transmission Tariff. In this filing, Duke Energy Ohio and Duke Energy Kentucky sought recovery of their legacy MTEP costs, including MVP costs, and submitted an analysis showing that the benefits of the RTO realignment outweigh the costs to the customers. The new rates went into effect, subject to refund, on January 1, 2012. Protests were filed by certain transmission customers. On April 24, 2012, FERC issued an order in which it, among other things, denied recovery of legacy MTEP costs without prejudice to the right of Duke Energy Ohio and Duke Energy Kentucky to make another filing including a more comprehensive cost-benefit analysis to support such recovery.

 

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On November 2, 2011, MISO, the MISO Transmission Owners, Duke Energy Ohio and Duke Energy Kentucky jointly submitted to the FERC a filing that addresses the treatment of MTEP costs, excluding MVP costs. The November 2, 2011 filing, which was accepted by the FERC on December 30, 2011, provides that the MISO Transmission Owners will continue to be obligated to construct the non-MVP MTEP projects, for which Duke Energy Ohio and Duke Energy Kentucky will continue to be obligated to pay a portion of the costs. Likewise, transmission customers serving load in MISO will continue to be obligated to pay a portion of the costs of a previously identified non-MVP MTEP project that Duke Energy Ohio has constructed.

On December 29, 2011, MISO filed with FERC a Schedule 39 to MISO’s tariff. Schedule 39 provides for the allocation of MVP costs to a withdrawing owner based on the owner’s actual transmission load after the owner’s withdrawal from MISO, or, if the owner fails to report such load, based on the owner’s historical usage in MISO assuming annual load growth. On January 19, 2012, Duke Energy Ohio and Duke Energy Kentucky filed with FERC a protest of the allocation of MVP costs to them under Schedule 39. On February 27, 2012, the FERC accepted Schedule 39 as a just and reasonable basis for MISO to charge for MVP costs, a transmission owner that withdraws from MISO after January 1, 2012. The FERC set hearing and settlement procedures regarding whether MISO’s proposal to use the methodology in Schedule 39 to calculate the obligation of transmission owners who withdrew from MISO prior to January 1, 2012 (such as Duke Energy Ohio and Duke Energy Kentucky) to pay for MVP costs is consistent with the MVP-related withdrawal obligations in the tariff at the time that they withdrew from MISO, and, if not, what amount of, and methodology for calculating, any MVP cost responsibility should be. On March 28, 2012, Duke Energy Ohio and Duke Energy Kentucky filed a request for rehearing of FERC’s order on MISO’s Schedule 39.

On December 31, 2011, Duke Energy Ohio recorded a liability for its MISO exit obligation and share of MTEP costs, excluding MVP, of approximately $110 million. This liability was recorded within Other in Current liabilities and Other in Deferred credits and other liabilities on Duke Energy Ohio’s Condensed Consolidated Balance Sheets upon exit from MISO on December 31, 2011. Approximately $74 million of this amount was recorded as a regulatory asset while $36 million was recorded to Operation, maintenance and other in Duke Energy Ohio’s Condensed Consolidated Statements of Comprehensive Income. There were no significant changes in the amount of the recorded liability during the first quarter of 2012. In addition to the above amounts, Duke Energy Ohio may also be responsible for costs associated with MISO MVP projects. Duke Energy Ohio is contesting its obligation to pay for such costs. However, depending on the final outcome of this matter, Duke Energy Ohio could incur material costs associated with MVP projects, which are not reasonably estimable at this time. Regulatory accounting treatment will be pursued for any costs incurred in connection with the resolution of this matter.

Duke Energy Indiana Carbon Sequestration. Duke Energy Indiana filed a petition with the IURC requesting approval of its plans for studying carbon storage, sequestration and/or enhanced oil recovery for the carbon dioxide (CO2) from the Edwardsport IGCC facility on March 6, 2009. On July 7, 2009, Duke Energy Indiana filed its case-in-chief testimony requesting approval for cost recovery of a $121 million site assessment and characterization plan for CO2 sequestration options including deep saline sequestration, depleted oil and gas sequestration and enhanced oil recovery for the CO2 from the Edwardsport IGCC facility. The OUCC filed testimony supportive of the continuing study of carbon storage, but recommended that Duke Energy Indiana break its plan into phases, recommending approval of only $33 million in expenditures at this time and deferral of expenditures rather than cost recovery through a tracking mechanism as proposed by Duke Energy Indiana. The CAC, an intervenor, recommended against approval of the carbon storage plan stating customers should not be required to pay for research and development costs. Duke Energy Indiana’s rebuttal testimony was filed October 30, 2009, wherein it amended its request to seek deferral of $42 million to cover the carbon storage site assessment and characterization activities scheduled to occur through the end of 2010, with further required study expenditures subject to future IURC proceedings. An evidentiary hearing was held on November 9, 2009.

Duke Energy Indiana IURC Investigation. On October 5, 2010, the Governor of Indiana terminated the employment of the Chairman of the IURC in connection with Duke Energy Indiana’s hiring of an attorney from the IURC staff. As requested by the governor, the Indiana Inspector General initiated an investigation into whether the IURC attorney violated any state ethics rules, and the IURC announced it would internally audit the Duke Energy Indiana cases dating from January 1, 2010 through September 30, 2010, on which this attorney worked while at the IURC, as well as all Edwardsport IGCC cases dating back to 2006. Duke Energy Indiana engaged an outside law firm to conduct its own investigation regarding Duke Energy Indiana’s hiring of an IURC attorney and Duke Energy Indiana’s related hiring practices. On October 5, 2010, Duke Energy Indiana placed the attorney and President of Duke Energy Indiana on administrative leave. They were subsequently terminated on November 8, 2010. On December 7, 2010, the IURC released its internal audit findings concluding that the previous rulings were supported by sound, legal reasoning consistent with the Indiana Rules of Evidence and historical practice and procedures of the IURC and that the previous rulings appeared to be balanced and consistent among the parties. The audit concluded it did not reveal any bias or a resultant unfair advantage obtained by Duke Energy Indiana as a result of the evidentiary rulings of the former IURC attorney. The IURC found no conflict between the order and the staff report; however, the audit report noted the staff report offered no specific recommendation to either approve or deny the requested relief and that this was the only order that was subject to an appeal. As such, the IURC reopened that proceeding for further review and consideration of the evidence presented. The Inspector General’s investigation into whether the former IURC attorney violated any state ethics rules was the subject of an Indiana Ethics Commission hearing that was held on April 14, 2011, and a final report was issued on May 14, 2011. The final report pertained only to the conduct of the former IURC attorney as Duke Energy Indiana was not a subject of the investigation.

5. Commitments and Contingencies

Environmental

Duke Energy is subject to international, federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. Duke Energy Carolinas, Duke Energy Ohio and Duke Energy Indiana are subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. These regulations can be changed from time to time, imposing new obligations on the Duke Energy Registrants.

 

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The following environmental matters impact all of the Duke Energy Registrants.

Remediation Activities. The Duke Energy Registrants are responsible for environmental remediation at various contaminated sites. These include some properties that are part of ongoing operations and sites formerly owned or used by Duke Energy entities. In some cases, Duke Energy no longer owns the property. Managed in conjunction with relevant federal, state and local agencies, activities vary with site conditions and locations, remediation requirements, complexity and sharing of responsibility. If remediation activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, the Duke Energy Registrants could potentially be held responsible for contamination caused by other parties. In some instances, the Duke Energy Registrants may share liability associated with contamination with other potentially responsible parties, and may also benefit from insurance policies or contractual indemnities that cover some or all cleanup costs. Reserves associated with remediation activities at certain sites have been recorded and it is anticipated that additional costs associated with remediation activities at certain sites will be incurred in the future. All of these sites generally are managed in the normal course of business or affiliate operations. The Duke Energy Registrants have accrued costs associated with remediation activities at some of its current and former sites, as well as other relevant environmental contingent liabilities. Management, in the normal course of business, continually assesses the nature and extent of known or potential environmental-related contingencies and records liabilities when losses become probable and are reasonably estimable. Costs associated with remediation activities within the Duke Energy Registrants’ operations are typically expensed unless regulatory recovery of the costs is deemed probable.

As of March 31, 2012, Duke Energy Ohio had a total reserve of $25 million, related to remediation work at certain former manufactured gas plant (MGP) sites. Duke Energy Ohio has received an order from the PUCO to defer the costs incurred. As of March 31, 2012, Duke Energy Ohio has deferred $72 million of costs related to the MGP sites. The PUCO will rule on the recovery of these costs at a future proceeding. Management believes it is probable that additional liabilities will be incurred as work progresses at Ohio MGP sites; however, costs associated with future remediation cannot currently be reasonably estimated.

Clean Water Act 316(b). The EPA published its proposed cooling water intake structures rule on April 20, 2011. Duke Energy submitted comments on the proposed rule on August 16, 2011. The proposed rule advances one main approach and three alternatives. The main approach establishes aquatic protection requirements for existing facilities and new on-site facility additions that withdraw 2 million gallons or more of water per day from rivers, streams, lakes, reservoirs, estuaries, oceans, or other U.S. waters for cooling purposes. Based on the main approach proposed, most, if not all of the 22 coal and nuclear-fueled generating facilities in which the Duke Energy Registrants are either a whole or partial owner are likely affected sources. Additional sources, including some combined-cycle combustion turbine facilities, may also be impacted, at least for intake modifications.

The EPA has plans to finalize the 316(b) rule in July 2012. Compliance with portions of the rule could begin as early as 2015. Because of the wide range of potential outcomes, including the other three alternative proposals, the Duke Energy Registrants are unable to estimate its costs to comply at this time.

Cross-State Air Pollution Rule (CSAPR). On August 8, 2011, the final Cross-State Air Pollution Rule (CSAPR) was published in the Federal Register. The CSAPR established state-level annual SO2 and NOx budgets that were to take effect on January 1, 2012, and state-level ozone-season NOx budgets that were to take effect on May 1, 2012, allocating emission allowances to affected sources in each state equal to the state budget less an allowance set-aside for new sources. The budget levels were set to decline in 2014 for many states, including each state that the Duke Energy Registrants operate in, except for South Carolina where the budget levels were to remain constant. The rule allowed both intrastate and interstate allowance trading.

Numerous petitions for review of the CSAPR and motions for stay of the CSAPR were filed with the United States Court of Appeals for the District of Columbia. On December 30, 2011 the court ordered a stay of the CSAPR pending the court’s resolution of the various petitions for review. Based on the court’s order, the EPA continues to administer the Clean Air Interstate Rule that the Duke Energy Registrants have been complying with since 2009 and which was to be replaced by the CSAPR beginning in 2012. Oral arguments in the case were held on April 13, 2012. A decision could be issued in the case in the second or third quarter of 2012.

The stringency of the 2012 and 2014 CSAPR requirements varied among the Duke Energy Registrants. Where the CSAPR requirements were to be constraining, activities to meet the requirements could include purchasing emission allowances, power purchases, curtailing generation and utilizing low sulfur fuel. The CSAPR was not expected to result in Duke Energy Registrants adding new emission controls. Technical adjustments to the CSAPR recently finalized by the EPA will not materially impact the Duke Energy Registrants. The Duke Energy Registrants cannot predict the outcome of the litigation or how it might affect the CSAPR requirements as they apply to the Duke Energy Registrants.

Coal Combustion Product (CCP) Management. Duke Energy currently estimates that it will spend $259 million ($78 million at Duke Energy Carolinas, $63 million at Duke Energy Ohio and $118 million at Duke Energy Indiana) over the period 2012-2016 to install synthetic caps and liners at existing and new CCP landfills and to convert some of its CCP handling systems from wet to dry systems to comply with current regulations. The EPA and a number of states are considering additional regulatory measures that will contain specific and more detailed requirements for the management and disposal of CCPs, primarily ash, from the Duke Energy Registrants’ coal-fired power plants.

On June 21, 2010, the EPA issued a proposal to regulate, under the Resource Conservation and Recovery Act, coal combustion residuals (CCR), a term the EPA uses to describe the CCPs associated with the generation of electricity. The EPA proposal contains two regulatory options whereby CCRs not employed in approved beneficial use applications would either be regulated as hazardous waste or would continue to be regulated as non-hazardous waste. Duke Energy cannot predict the outcome of this rulemaking. However, based on the proposal, the cost of complying with the final regulation will be significant. The timing of a final rule is uncertain, but is not expected before late 2012 at the earliest.

Mercury and Air Toxics Standards (MATS). The final Mercury and Air Toxics Standards rule (previously referred to as the Utility MACT Rule) was published in the Federal Register on February 16, 2012. The final rule establishes emission limits for hazardous air pollutants, including mercury from new and existing coal-fired electric generating units. The rule requires sources to comply with the emission limits by April 16, 2015. Under the Clean Air Act, permitting authorities have the discretion to grant up to a 1-year compliance extension, on a case-by-case basis, to sources that are unable to complete the installation of emission controls before the compliance deadline. The Duke Energy Registrants are evaluating the requirements of the rule and developing strategies

 

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for complying with the rule’s requirements. Strategies to achieve compliance with the final MATS rules are likely to include installation of new or upgrades to existing air emission control equipment, the development of monitoring processes and accelerated retirement of some coal-fired electric-generating units. For additional information, refer to Note 4, Regulatory Matters, regarding potential plant retirements.

Numerous petitions for review of the final MATS rule have been filed with the United States Court of Appeals for the District of Columbia. The court has not established a schedule for the litigation. The Duke Energy Registrants cannot predict the outcome of the litigation or how it might affect the MATS requirements as they apply to the Duke Energy Registrants.

Based on a preliminary review, the cost to the Duke Energy Registrants to comply with the final regulation will be material.

EPA Greenhouse Gas New Source Performance Standards (NSPS). On April 13, 2012, the EPA’s proposed rule to establish carbon dioxide (CO2) emissions standards for pulverized coal, IGCC, and natural gas combined cycle electric generating units that are permitted and constructed in the future was published in the Federal Register. The proposal would not apply to any of the coal and natural gas generation plants that are currently under construction or in operation by the Duke Energy Registrants. Any future pulverized coal and IGCC units will have to employ carbon capture and storage (CCS) technology to meet the CO2 emission standard the EPA has proposed. New natural gas combined cycle facilities will be able to meet the proposed standard without CCS technology.

Management does not expect any material impact on the Duke Energy Registrants’ future results of operations or cash flows based on the EPA’s proposal. The final rule, however, could be significantly different from the proposal.

Estimated Cost of EPA Rulemakings. While the ultimate compliance requirements for the Duke Energy Registrants for MATS, Clean Water Act 316(b), CSAPR and CCRs will not be known until all the rules have been finalized, for planning purposes, the Duke Energy Registrants currently estimate the cost of new control equipment that may need to be installed on existing power plants to comply with this group of rules could total $4.5 billion to $5 billion over the next 10 years. The Duke Energy Registrants also expect to incur increased fuel, purchased power, operation and maintenance, and other expenses in conjunction with these EPA regulations. Until the final regulatory requirements of the group of EPA regulations are known and can be fully evaluated, the potential compliance costs associated with these EPA regulatory actions are subject to considerable uncertainty. Therefore, the actual compliance costs incurred may be materially different from these estimates based on the timing and requirements of the final EPA regulations. The Duke Energy Registrants will seek regulatory recovery of amounts incurred associated with the regulated generation plants in conjunction with these rulings.

Litigation

Duke Energy

Alaskan Global Warming Lawsuit. On February 26, 2008, plaintiffs, the governing bodies of an Inupiat village in Alaska, filed suit in the U.S. Federal Court for the Northern District of California against Peabody Coal and various oil and power company defendants, including Duke Energy and certain of its subsidiaries. Plaintiffs brought the action on their own behalf and on behalf of the village’s 400 residents. The lawsuit alleges that defendants’ emissions of CO2 contributed to global warming and constitute a private and public nuisance. Plaintiffs also allege that certain defendants, including Duke Energy, conspired to mislead the public with respect to global warming. Plaintiffs seek unspecified monetary damages, attorney’s fees and expenses. On June 30, 2008, the defendants filed a motion to dismiss on jurisdictional grounds, together with a motion to dismiss the conspiracy claims. On October 15, 2009, the District Court granted defendants motion to dismiss. The plaintiffs filed a notice of appeal and the Ninth Circuit Court of Appeals held argument in the case on November 28, 2011. It is not possible to predict whether Duke Energy will incur any liability or to estimate the damages, if any, that Duke Energy might incur in connection with this matter.

Price Reporting Cases. A total of five lawsuits were filed against Duke Energy affiliates and other energy companies and remain pending in a consolidated, single federal court proceeding in Nevada.

In November 2009, the judge granted defendants’ motion for reconsideration of the denial of defendants’ summary judgment motion in two of the remaining five cases to which Duke Energy affiliates are a party. A hearing on that motion occurred on July 15, 2011, and on July 19, 2011, the judge granted the motion for summary judgment. Plaintiffs have filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit.

Each of these cases contains similar claims, that the respective plaintiffs, and the classes they claim to represent, were harmed by the defendants’ alleged manipulation of the natural gas markets by various means, including providing false information to natural gas trade publications and entering into unlawful arrangements and agreements in violation of the antitrust laws of the respective states. Plaintiffs seek damages in unspecified amounts. It is not possible to predict whether Duke Energy will incur any liability or to estimate the damages, if any, that Duke Energy might incur in connection with the remaining matters. However, based on Duke Energy’s past experiences with similar cases of this nature, it does not believe its exposure under these remaining matters is material.

Duke Energy International Paranapanema Lawsuit. On July 16, 2008, Duke Energy International Geracao Paranapanema S.A. (DEIGP) filed a lawsuit in the Brazilian federal court challenging transmission fee assessments imposed under two new resolutions promulgated by the Brazilian Electricity Regulatory Agency (ANEEL) (collectively, the Resolutions). The Resolutions purport to impose additional transmission fees (retroactive to July 1, 2004 and effective through June 30, 2009) on generation companies located in the State of São Paulo for utilization of the electric transmission system. The new charges are based upon a flat-fee that fails to take into account the locational usage by each generator. DEIGP’s additional assessment under these Resolutions amounts to approximately $64 million, inclusive of interest, through December 2011. Based on DEIGP’s continuing refusal to tender payment of the disputed sums, on April 1, 2009, ANEEL imposed an additional fine against DEIGP in the amount of $9 million. DEIGP filed a request to enjoin payment of the fine and for an expedited decision on the merits or, alternatively, an order requiring that all disputed sums be deposited in the court’s registry in lieu of direct payment to the distribution companies.

On June 30, 2009, the court issued a ruling in which it granted DEIGP’s request for injunction regarding the additional fine, but denied DEIGP’s request for an expedited decision on the original assessment or payment into the court registry. Under the court’s

 

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order, DEIGP was required to make installment payments on the original assessment directly to the distribution companies pending resolution on the merits. DEIGP filed an appeal and on August 28, 2009, the order was modified to allow DEIGP to deposit the disputed portion of each installment, which was most of the assessed amount, into an escrow account pending resolution on the merits. In the second quarter of 2009, Duke Energy recorded a pre-tax charge of $33 million associated with this matter.

Brazil Expansion Lawsuit. On August 9, 2011, the State of São Paulo filed a lawsuit in Brazilian state court against DEIGP based upon a claim that DEIGP is under a continuing obligation to expand installed generation capacity by 15% pursuant to a stock purchase agreement under which DEIGP purchased generation assets from the state. On August 10, 2011, a judge granted an ex parte injunction ordering DEIGP to present, within 60 days of service, a detailed expansion plan in satisfaction of the 15% obligation or face civil penalties in the amount of approximately $16,000 per day. Both DEIGP and ANEEL have previously taken a position that the 15% expansion obligation is no longer viable given the changes that have occurred in the electric energy sector since privatization of that sector. After filing various objections, defenses and appeals regarding the referenced order, DEIGP submitted its proposed expansion plan on November 11, 2011. The State of São Paulo filed a response asserting that DEIGP’s expansion plan is inadequate. No trial date has been set.

Crescent Litigation. On September 3, 2010, the Crescent Resources Litigation Trust filed suit against Duke Energy along with various affiliates and several individuals, including current and former employees of Duke Energy, in the U.S. Bankruptcy Court for the Western District of Texas. The Crescent Resources Litigation Trust was established in May 2010 pursuant to the plan of reorganization approved in the Crescent bankruptcy proceedings in the same court. The complaint alleges that in 2006 the defendants caused Crescent to borrow approximately $1.2 billion from a consortium of banks and immediately thereafter distribute most of the loan proceeds to Crescent’s parent company without benefit to Crescent. The complaint further alleges that Crescent was rendered insolvent by the transactions, and that the distribution is subject to recovery by the Crescent bankruptcy estate as an alleged fraudulent transfer. The plaintiff requests return of the funds as well as other statutory and equitable relief, punitive damages and attorneys’ fees. Duke Energy and its affiliated defendants believe that the referenced 2006 transactions were legitimate and did not violate any state or federal law. Defendants filed a motion to dismiss in December 2010. On March 21, 2011, the plaintiff filed a response to the defendant’s motion to dismiss and a motion for leave to file an amended complaint, which was granted. The Defendants filed a second motion to dismiss in response to plaintiffs’ amended complaint.

The plaintiffs filed a demand for a jury trial, a motion to transfer the case to the federal district court, and a motion to consolidate the case with a separate action filed by the plaintiffs against Duke Energy’s legal counsel. On March 22, 2012, the federal District Court issued an order denying the defendant’s motion to dismiss and granting the plaintiffs’ motions for transfer and consolidation. The court has not yet made a final ruling on whether the plaintiffs are entitled to a jury trial. Trial on this matter has been set to commence in January 2014.

It is not possible to predict whether Duke Energy will incur any liability or to estimate the damages, if any, that Duke Energy might incur in connection with this lawsuit.

Federal Advanced Clean Coal Tax Credits. Duke Energy Carolinas has been awarded $125 million of federal advanced clean coal tax credits associated with its construction of Cliffside Unit 6 and Duke Energy Indiana has been awarded $134 million of federal advanced clean coal tax credits associated with its construction of the Edwardsport IGCC plant. In March, 2008, two environmental groups, Appalachian Voices and the Canary Coalition, filed suit against the Federal government challenging the tax credits awarded to incentivize certain clean coal projects. Although Duke Energy was not a party to the case, the allegations center on the tax incentives provided for the Cliffside and Edwardsport projects. The initial complaint alleged a failure to comply with the National Environmental Policy Act. The first amended complaint, filed in August 2008, added an Endangered Species Act claim and also sought declaratory and injunctive relief against the DOE and the U.S. Department of the Treasury. In 2008, the District Court dismissed the case. On September 23, 2009, the District Court issued an order granting plaintiffs’ motion to amend their complaint and denying, as moot, the motion for reconsideration. Plaintiffs have filed their second amended complaint. The Federal government has moved to dismiss the second amended complaint; the motion is pending. On July 26, 2010, the District Court denied plaintiffs’ motion for preliminary injunction seeking to halt the issuance of the tax credits.

Duke Energy Carolinas

New Source Review (NSR). In 1999-2000, the DOJ, acting on behalf of the EPA and joined by various citizen groups and states, filed a number of complaints and notices of violation against multiple utilities across the country for alleged violations of the NSR provisions of the CAA. Generally, the government alleges that projects performed at various coal-fired units were major modifications, as defined in the CAA, and that the utilities violated the CAA when they undertook those projects without obtaining permits and installing the best available emission controls for SO2, NOx and particulate matter. The complaints seek injunctive relief to require installation of pollution control technology on various generating units that allegedly violated the CAA, and unspecified civil penalties in amounts of up to $32,500 per day for each violation. A number of the Duke Energy Registrants’ plants have been subject to these allegations. Duke Energy Carolinas asserts that there were no CAA violations because the applicable regulations do not require permitting in cases where the projects undertaken are “routine” or otherwise do not result in a net increase in emissions.

In 2000, the government brought a lawsuit against Duke Energy Carolinas in the U.S. District Court in Greensboro, North Carolina. The EPA claims that 29 projects performed at 25 of Duke Energy Carolinas’ coal-fired units violate these NSR provisions. Three environmental groups have intervened in the case. In August 2003, the trial court issued a summary judgment opinion adopting Duke Energy Carolinas’ legal positions on the standard to be used for measuring an increase in emissions, and granted judgment in favor of Duke Energy Carolinas. The trial court’s decision was appealed and ultimately reversed and remanded for trial by the U.S. Supreme Court. At trial, Duke Energy Carolinas will continue to assert that the projects were routine or not projected to increase emissions. On February 11, 2011, the trial judge held an initial status conference and on March 22, 2011, the judge entered an interim scheduling order. The parties have filed a stipulation in which the United States and Plaintiff-Intervenors have dismissed with prejudice 16 claims. In exchange, Duke Energy Carolinas dismissed certain affirmative defenses. The parties have filed motions for summary judgment on the remaining claims. No trial date has been set, but a trial is not expected until the second half of 2012, at the earliest.

 

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It is not possible to estimate the damages, if any, that might be incurred in connection with the unresolved matters related to Duke Energy Carolinas discussed above. Ultimate resolution of these matters could have a material effect on the consolidated results of operations, cash flows or financial position of Duke Energy Carolinas. However, the appropriate regulatory treatment will be pursued for any costs incurred in connection with such resolution.

Asbestos-related Injuries and Damages Claims. Duke Energy Carolinas has experienced numerous claims for indemnification and medical cost reimbursement relating to damages for bodily injuries alleged to have arisen from the exposure to or use of asbestos in connection with construction and maintenance activities conducted on its electric generation plants prior to 1985. As of March 31, 2012, there were 175 asserted claims for non-malignant cases with the cumulative relief sought of up to $46 million, and 47 asserted claims for malignant cases with the cumulative relief sought of up to $17 million. Based on Duke Energy Carolinas’ experience, it is expected that the ultimate resolution of most of these claims likely will be less than the amount claimed.

Amounts recognized as asbestos-related reserves related to Duke Energy Carolinas in the respective Condensed Consolidated Balance Sheets totaled $789 million and $801 million as of March 31, 2012 and December 31, 2011, respectively, and are classified in Other within Deferred Credits and Other Liabilities and Other within Current Liabilities. These reserves are based upon the minimum amount in Duke Energy Carolinas’ best estimate of the range of loss for current and future asbestos claims through 2030. Management believes that it is possible there will be additional claims filed against Duke Energy Carolinas after 2030. In light of the uncertainties inherent in a longer-term forecast, management does not believe that they can reasonably estimate the indemnity and medical costs that might be incurred after 2030 related to such potential claims. Asbestos-related loss estimates incorporate anticipated inflation, if applicable, and are recorded on an undiscounted basis. These reserves are based upon current estimates and are subject to greater uncertainty as the projection period lengthens. A significant upward or downward trend in the number of claims filed, the nature of the alleged injury, and the average cost of resolving each such claim could change our estimated liability, as could any substantial or favorable verdict at trial. A federal legislative solution, further state tort reform or structured settlement transactions could also change the estimated liability. Given the uncertainties associated with projecting matters into the future and numerous other factors outside our control, management believes that it is possible Duke Energy Carolinas may incur asbestos liabilities in excess of the recorded reserves.

Duke Energy Carolinas has a third-party insurance policy to cover certain losses related to asbestos-related injuries and damages above an aggregate self insured retention of $476 million. Duke Energy Carolinas’ cumulative payments began to exceed the self insurance retention on its insurance policy in 2008. Future payments up to the policy limit will be reimbursed by Duke Energy Carolinas’ third party insurance carrier. The insurance policy limit for potential future insurance recoveries for indemnification and medical cost claim payments is $968 million in excess of the self insured retention. Insurance recoveries of $813 million related to this policy are classified in the respective Condensed Consolidated Balance Sheets in Other within Investments and Other Assets and Receivables as of both March 31, 2012 and December 31, 2011, respectively. Duke Energy Carolinas is not aware of any uncertainties regarding the legal sufficiency of insurance claims. Management believes the insurance recovery asset is probable of recovery as the insurance carrier continues to have a strong financial strength rating.

Duke Energy Ohio

Antitrust Lawsuit. In January 2008, four plaintiffs, including individual, industrial and nonprofit customers, filed a lawsuit against Duke Energy Ohio in federal court in the Southern District of Ohio. Plaintiffs alleged that Duke Energy Ohio (then The Cincinnati Gas & Electric Company), conspired to provide inequitable and unfair price advantages for certain large business consumers by entering into non-public option agreements with such consumers in exchange for their withdrawal of challenges to Duke Energy Ohio’s pending Rate Stabilization Plan (RSP), which was implemented in early 2005. On March 31, 2009, the District Court granted Duke Energy Ohio’s motion to dismiss. Plaintiffs filed a motion to alter or set aside the judgment, which was denied by an order dated March 31, 2010. In April 2010, the plaintiffs filed their appeal of that order with the U.S. Court of Appeals for the Sixth Circuit, which heard argument on that appeal on January 11, 2012. It is not possible to predict at this time whether Duke Energy Ohio will incur any liability or to estimate the damages, if any, that Duke Energy Ohio might incur in connection with this lawsuit.

Asbestos-related Injuries and Damages Claims. Duke Energy Ohio has been named as a defendant or co-defendant in lawsuits related to asbestos at its electric generating stations. The impact on Duke Energy Ohio’s consolidated results of operations, cash flows or financial position of these cases to date has not been material. Based on estimates under varying assumptions concerning uncertainties, such as, among others: (i) the number of contractors potentially exposed to asbestos during construction or maintenance of Duke Energy Ohio generating plants; (ii) the possible incidence of various illnesses among exposed workers, and (iii) the potential settlement costs without federal or other legislation that addresses asbestos tort actions, Duke Energy Ohio estimates that the range of reasonably possible exposure in existing and future suits over the foreseeable future is not material. This estimated range of exposure may change as additional settlements occur and claims are made and more case law is established.

Other Litigation and Legal Proceedings

The Duke Energy Registrants are involved in other legal, tax and regulatory proceedings arising in the ordinary course of business, some of which involve substantial amounts. Management believes that the final disposition of these proceedings will not have a material effect on its consolidated results of operations, cash flows or financial position.

The Duke Energy Registrants have exposure to certain legal matters that are described herein. Duke Energy has recorded reserves, including reserves related to the aforementioned asbestos-related injuries and damages claims, of $803 million and $810 million as of March 31, 2012 and December 31, 2011, respectively, for these proceedings and exposures (the total of which is primarily related to Duke Energy Carolinas). These reserves represent management’s best estimate of probable loss as defined in the accounting guidance for contingencies. Duke Energy has insurance coverage for certain of these losses incurred. As of both March 31, 2012 and December 31, 2011, Duke Energy recognized $813 million of probable insurance recoveries related to these losses (the total of which is related to Duke Energy Carolinas).

The Duke Energy Registrants expense legal costs related to the defense of loss contingencies as incurred.

 

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Other Commitments and Contingencies

General.

As part of its normal business, the Duke Energy Registrants are a party to various financial guarantees, performance guarantees and other contractual commitments to extend guarantees of credit and other assistance to various subsidiaries, investees and other third parties. To varying degrees, these guarantees involve elements of performance and credit risk, which are not included on the respective Condensed Consolidated Balance Sheets. The possibility of any of the Duke Energy Registrants having to honor their contingencies is largely dependent upon future operations of various subsidiaries, investees and other third parties, or the occurrence of certain future events.

In addition, the Duke Energy Registrants enter into various fixed-price, non-cancelable commitments to purchase or sell power (tolling arrangements or power purchase contracts), take-or-pay arrangements, transportation or throughput agreements and other contracts that may or may not be recognized on the respective Condensed Consolidated Balance Sheets. Some of these arrangements may be recognized at fair value on the respective Condensed Consolidated Balance Sheets if such contracts meet the definition of a derivative and the normal purchase normal sale (NPNS) exception does not apply.

6. Debt and Credit Facilities

Significant changes to the Duke Energy Registrants’ debt and credit facilities since December 31, 2011 are as follows:

First Mortgage Bonds. In March 2012, Duke Energy Indiana issued $250 million principal amount of first mortgage bonds, which carry a fixed interest rate of 4.20% and mature March 15, 2042. Proceeds from the issuances were used to repay a portion of Duke Energy Indiana’s outstanding short-term debt.

Other Debt. In January 2012, Duke Energy Carolinas used proceeds from its December 2011 $1 billion issuance of principal amount of first mortgage bonds to repay $750 million 6.25% senior unsecured notes that matured January 15, 2012.

In the first quarter of 2012, Duke Energy completed the previously announced sale of International Energy’s indirect 25% ownership interest in Attiki Gas Supply, S.A (Attiki), a Greek corporation, to an existing equity owner in a series of transactions that resulted in the full discharge of the related debt obligation. No gain or loss was recognized on these transactions. As of December 31, 2011, Duke Energy’s investment balance was $64 million and the related debt obligation of $64 million was reflected in Current Maturities of Long-Term Debt on Duke Energy’s Condensed Consolidated Balance Sheets.

On April 4, 2011, Duke Energy filed a registration statement (Form S-3) with the SEC to sell up to $1 billion of variable denomination floating rate demand notes, called PremierNotes. The Form S-3 states that no more than $500 million of the notes will be outstanding at any particular time. The notes are offered on a continuous basis and bear interest at a floating rate per annum determined by the Duke Energy PremierNotes Committee, or its designee, on a weekly basis. The interest rate payable on notes held by an investor may vary based on the principal amount of the investment. The notes have no stated maturity date, but may be redeemed in whole or in part by Duke Energy at any time. The notes are non-transferable and may be redeemed in whole or in part at the investor’s option. Proceeds from the sale of the notes will be used for general corporate purposes. The balance as of March 31, 2012 and December 31, 2011, is $126 million and $79 million, respectively. The notes reflect a short-term debt obligation of Duke Energy and are reflected as Notes payable and commercial paper on Duke Energy’s Condensed Consolidated Balance Sheets.

At March 31, 2012 and December 31, 2011, Duke Energy Carolinas had $400 million principal amount of 5.625% senior unsecured notes due November 2012 classified as Current maturities of long-term debt on its Condensed Consolidated Balance Sheets. Duke Energy Carolinas currently anticipates satisfying this obligation with proceeds from additional borrowings.

At March 31, 2012 and December 31, 2011, Duke Energy Ohio had $500 million principal amount of 5.70% debentures due September 2012 classified as Current maturities of long-term debt on its Condensed Consolidated Balance Sheets. Duke Energy currently anticipates satisfying this obligation with proceeds from additional borrowings, in connection with the Duke Energy Ohio generation asset transfer, as discussed in Note 4.

See Note 2 for a discussion on debt related to the joint venture with SCOA.

Non-Recourse Notes Payable of VIEs. To fund the purchase of receivables, CRC borrows from third parties and such borrowings fluctuate based on the amount of receivables sold to CRC. The borrowings are secured by the assets of CRC and are non-recourse to Duke Energy. The debt is short-term because the facility has an expiration date of October 2012. At March 31, 2012 and December 31, 2011, CRC borrowings were $275 million and $273 million, respectively, and are reflected as Non-recourse notes payable of VIEs on Duke Energy’s Condensed Consolidated Balance Sheets.

 

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Money Pool. The Subsidiary Registrants receive support for their short-term borrowing needs through participation with Duke Energy and certain of its subsidiaries in a money pool arrangement. Under this arrangement, those companies with short-term funds may provide short-term loans to affiliates participating under this arrangement. The money pool is structured such that the Subsidiary Registrants separately manage their cash needs and working capital requirements. Accordingly, there is no net settlement of receivables and payables between the money pool participants. Per the terms of the money pool arrangement, the parent company, Duke Energy may loan funds to its participating subsidiaries, but may not borrow funds through the money pool. Accordingly, as the money pool activity is between Duke Energy and its wholly owned subsidiaries, all money pool balances are eliminated within Duke Energy’s Condensed Consolidated Balance Sheets. The following table shows the Subsidiary Registrants’ money pool balances and classification within their respective Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011:

 

     March 31, 2012      December 31, 2011  
     Receivables      Notes Payable      Long-term Debt      Receivables      Notes Payable      Long-term Debt  
     (in millions)  

Duke Energy Carolinas

   $ 298       $ —         $ 300       $ 923       $ —         $ 300   

Duke Energy Ohio

     344         —           —           311         —           —     

Duke Energy Indiana

     —           178         150         —           300         150   

Increases or decreases in money pool receivables are reflected within investing activities on the respective Subsidiary Registrants’ Condensed Consolidated Statements of Cash Flows, while increases or decreases in money pool borrowings are reflected within financing activities on the respective Subsidiary Registrants Condensed Consolidated Statements of Cash Flows.

Available Credit Facilities. In November 2011, Duke Energy entered into a new $6 billion, five-year master credit facility, with $4 billion available at closing and the remaining $2 billion available following successful completion of the proposed merger with Progress Energy. This $2 billion commitment expires on July 8, 2012. The Duke Energy Registrants each have borrowing capacity under the master credit facility up to specified sublimits for each borrower. However, Duke Energy has the unilateral ability at any time to increase or decrease the borrowing sublimits of each borrower, subject to a maximum sublimit for each borrower. See the table below for the borrowing sublimits for each of the borrowers as of March 31, 2012. The amount available under the master credit facility has been reduced, as indicated in the table below, by the use of the master credit facility to backstop the issuances of commercial paper, letters of credit and certain tax-exempt bonds. As indicated, borrowing sub limits for the Subsidiary Registrants are also reduced for amounts outstanding under the money pool arrangement.

Master Credit Facility Summary as of March 31, 2012 (in millions)(a)(b)

 

     Duke Energy
(Parent)
    Duke Energy
Carolinas
    Duke Energy
Ohio
    Duke Energy
Indiana
    Total
Duke Energy
 

Facility Size(c)

   $ 1,250      $ 1,250      $ 750      $ 750      $ 4,000   

Less:

          

Notes Payable and Commercial Paper(d)

     (55     (300     —          (150     (505