Document


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
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
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices and Telephone Number
IRS Employer Identification No.
 
dukeenergylogo4ca25.jpg
 
1-32853
DUKE ENERGY CORPORATION
(a Delaware corporation)
550 South Tryon Street
Charlotte, North Carolina 28202-1803
704-382-3853
20-2777218
Commission file number
Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number and IRS Employer Identification Number
 
Commission file number
Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number and IRS Employer Identification Number
1-4928
DUKE ENERGY CAROLINAS, LLC
(a North Carolina limited liability company)
526 South Church Street
Charlotte, North Carolina 28202-1803
704-382-3853
56-0205520
 
1-3274
DUKE ENERGY FLORIDA, LLC
(a Florida limited liability company)
299 First Avenue North
St. Petersburg, Florida 33701
704-382-3853
59-0247770
1-15929
PROGRESS ENERGY, INC.
(a North Carolina corporation)
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
704-382-3853
56-2155481
 
1-1232
DUKE ENERGY OHIO, INC.
(an Ohio corporation)
139 East Fourth Street
Cincinnati, Ohio 45202
704-382-3853
31-0240030
1-3382
DUKE ENERGY PROGRESS, LLC
(a North Carolina limited liability company)
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
704-382-3853
56-0165465
 
1-3543
DUKE ENERGY INDIANA, LLC
(an Indiana limited liability company)
1000 East Main Street
Plainfield, Indiana 46168
704-382-3853
35-0594457
1-6196
PIEDMONT NATURAL GAS COMPANY, INC.
(a North Carolina corporation)
4720 Piedmont Row Drive
Charlotte, North Carolina 28210
704-364-3120
56-0556998
 
 
 
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 Florida, LLC (Duke Energy Florida)
Yes x
No ¨
Duke Energy Carolinas, LLC (Duke Energy Carolinas)
Yes x
No ¨
 
Duke Energy Ohio, Inc. (Duke Energy Ohio)
Yes x
No ¨
Progress Energy, Inc. (Progress Energy)
Yes x
No ¨
 
Duke Energy Indiana, LLC (Duke Energy Indiana)
Yes x
No ¨
Duke Energy Progress, LLC (Duke Energy Progress)
Yes x
No ¨
 
Piedmont Natural Gas Company, Inc. (Piedmont)
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 Florida
Yes x
No ¨
Duke Energy Carolinas
Yes x
No ¨
 
Duke Energy Ohio
Yes x
No ¨
Progress Energy
Yes x
No ¨
 
Duke Energy Indiana
Yes x
No ¨
Duke Energy Progress
Yes x
No ¨
 
Piedmont
Yes x
No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Duke Energy
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Emerging Growth Company ¨
Duke Energy Carolinas
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Progress Energy
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Duke Energy Progress
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Duke Energy Florida
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Duke Energy Ohio
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Duke Energy Indiana
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
Piedmont
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Smaller reporting company ¨
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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 Florida
Yes ¨
No x
Duke Energy Carolinas
Yes ¨
No x
 
Duke Energy Ohio
Yes ¨
No x
Progress Energy
Yes ¨
No x
 
Duke Energy Indiana
Yes ¨
No x
Duke Energy Progress
Yes ¨
No x
 
Piedmont
Yes ¨
No x
Number of shares of Common stock outstanding at June 30, 2017:
Registrant
Description
Shares
Duke Energy
Common stock, $0.001 par value
699,950,383
This combined Form 10-Q is filed separately by eight registrants: Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont (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, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont 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
 
 
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Piedmont Natural Gas Company, Inc. Financial Statements
 
 
 
 
 
 
Note 1 – Organization and Basis of Presentation
 
Note 2 – Acquisitions and Dispositions
 
Note 3 – Business Segments
 
Note 4 – Regulatory Matters
 
Note 5 – Commitments and Contingencies
 
Note 6 – Debt and Credit Facilities
 
Note 7 – Goodwill and Intangible Assets
 
Note 8 – Related Party Transactions
 
Note 9 – Derivatives and Hedging
 
Note 10 – Investments in Debt and Equity Securities
 
Note 11 – Fair Value Measurements
 
Note 12 – Variable Interest Entities
 
Note 13 – Common Stock
 
Note 14 – Stock-Based Compensation
 
Note 15 – Employee Benefit Plans
 
Note 16 – Income Taxes
 
Note 17 – Subsequent Events
 
 
 
 
 
 
 
 
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 





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 and can often be identified by terms and phrases that include “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook” or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but are not limited to:
State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements, including those related to climate change, as well as rulings that affect cost and investment recovery or have an impact on rate structures or market prices;
The extent and timing of costs and liabilities to comply with federal and state laws, regulations and legal requirements related to coal ash remediation, including amounts for required closure of certain ash impoundments, are uncertain and difficult to estimate;
The ability to recover eligible costs, including amounts associated with coal ash impoundment retirement obligations and costs related to significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process;
The costs of decommissioning Crystal River Unit 3 and other nuclear facilities could prove to be more extensive than amounts estimated and all costs may not be fully recoverable through the regulatory process;
Costs and effects of legal and administrative proceedings, settlements, investigations and claims;
Industrial, commercial and residential growth or decline in service territories or customer bases resulting from sustained downturns of the economy and the economic health of our service territories or variations in customer usage patterns, including energy efficiency efforts and use of alternative energy sources, such as self-generation and distributed generation technologies;
Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures and distributed generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in customers leaving the electric distribution system, excess generation resources as well as stranded costs;
Advancements in technology;
Additional competition in electric and natural gas markets and continued industry consolidation;
The influence of weather and other natural phenomena on operations, including the economic, operational and other effects of severe storms, hurricanes, droughts, earthquakes and tornadoes, including extreme weather associated with climate change;
The ability to successfully operate electric generating facilities and deliver electricity to customers including direct or indirect effects to the company resulting from an incident that affects the U.S. electric grid or generating resources;
The ability to complete necessary or desirable pipeline expansion or infrastructure projects in our natural gas business;
Operational interruptions to our gas distribution and transmission activities;
The availability of adequate interstate pipeline transportation capacity and natural gas supply;
The impact on facilities and business from a terrorist attack, cybersecurity threats, data security breaches, and other catastrophic events such as fires, explosions, pandemic health events or other similar occurrences;
The inherent risks associated with the operation and potential construction of nuclear facilities, including environmental, health, safety, regulatory and financial risks, including the financial stability of third-party service providers;
The timing and extent of changes in commodity prices and interest rates and the ability to recover such costs through the regulatory process, where appropriate, and their impact on liquidity positions and the value of underlying assets;
The results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, and general economic conditions;
Credit ratings of the Duke Energy Registrants may be different from what is expected;
Declines in the market prices of equity and fixed-income securities and resultant cash funding requirements for defined benefit pension plans, other post-retirement benefit plans and nuclear decommissioning trust funds;
Construction and development risks associated with the completion of the Duke Energy Registrants’ capital investment projects, 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 customers in a timely manner, or at all;
Changes in rules for regional transmission organizations, including changes in rate designs and new and evolving capacity markets, and risks related to obligations created by the default of other participants;
The ability to control operation and maintenance costs;
The level of creditworthiness of counterparties to transactions;
Employee workforce factors, including the potential inability to attract and retain key personnel;
The ability of subsidiaries to pay dividends or distributions to Duke Energy Corporation holding company (the Parent);
The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new opportunities;
The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;




Substantial revision to the U.S. tax code, such as changes to the corporate tax rate or material change in the deductibility of interest;
The impact of potential goodwill impairments;
The ability to successfully complete future merger, acquisition or divestiture plans;
The ability to successfully integrate the natural gas businesses following the acquisition of Piedmont Natural Gas Company, Inc. and realize anticipated benefits; and
The ability to implement our business strategy.
Additional risks and uncertainties are identified and discussed in the Duke Energy Registrants' reports filed with the SEC and available at the SEC's website at www.sec.gov. 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 described. Forward-looking statements speak only as of the date they are made and the Duke Energy Registrants expressly disclaim an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in millions, except per-share amounts)
2017

 
2016

 
2017

 
2016

Operating Revenues
 
 
 
 
 
 
 
Regulated electric
$
5,118

 
$
4,965

 
$
10,031

 
$
10,018

Regulated natural gas
275

 
97

 
921

 
266

Nonregulated electric and other
162

 
151

 
332

 
306

Total operating revenues
5,555

 
5,213

 
11,284

 
10,590

Operating Expenses
 
 
 
 

 

Fuel used in electric generation and purchased power
1,541

 
1,521

 
2,990

 
3,109

Cost of natural gas
76

 
9

 
334

 
58

Operation, maintenance and other
1,407

 
1,351

 
2,840

 
2,767

Depreciation and amortization
835

 
790

 
1,694

 
1,583

Property and other taxes
307

 
290

 
611

 
585

Impairment charges
9

 
1

 
9

 
4

Total operating expenses
4,175

 
3,962

 
8,478

 
8,106

Gains on Sales of Other Assets and Other, net
7

 
8

 
18

 
15

Operating Income
1,387

 
1,259

 
2,824

 
2,499

Other Income and Expenses
 
 
 
 


 


Equity in earnings of unconsolidated affiliates
36

 
15

 
65

 
23

Other income and expenses, net
81

 
81

 
167

 
151

Total other income and expenses
117

 
96

 
232

 
174

Interest Expense
486

 
478

 
977

 
967

Income From Continuing Operations Before Income Taxes
1,018

 
877

 
2,079

 
1,706

Income Tax Expense from Continuing Operations
327

 
253

 
671

 
505

Income From Continuing Operations
691

 
624

 
1,408

 
1,201

(Loss) Income From Discontinued Operations, net of tax
(2
)
 
(112
)
 
(2
)
 
10

Net Income
689

 
512

 
1,406

 
1,211

Less: Net Income Attributable to Noncontrolling Interests
3

 
3

 
4

 
8

Net Income Attributable to Duke Energy Corporation
$
686

 
$
509

 
$
1,402

 
$
1,203

 
 
 
 
 
 
 
 
Earnings Per Share – Basic and Diluted
 
 
 
 
 
 
 
Income from continuing operations attributable to Duke Energy Corporation common stockholders
 
 
 
 
 
 
 
Basic
$
0.98

 
$
0.90

 
$
2.00

 
$
1.73

Diluted
$
0.98

 
$
0.90

 
$
2.00

 
$
1.73

(Loss) Income from discontinued operations attributable to Duke Energy Corporation common stockholders
 
 
 
 
 
 
 
Basic
$

 
$
(0.16
)
 
$

 
$
0.01

Diluted
$

 
$
(0.16
)
 
$

 
$
0.01

Net income attributable to Duke Energy Corporation common stockholders
 
 
 
 
 
 
 
Basic
$
0.98

 
$
0.74

 
$
2.00

 
$
1.74

Diluted
$
0.98

 
$
0.74

 
$
2.00

 
$
1.74

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
700

 
689

 
700

 
689

Diluted
700

 
690

 
700

 
689


See Notes to Condensed Consolidated Financial Statements
6


PART I

DUKE ENERGY CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in millions)
2017

 
2016

 
2017

 
2016

Net Income
$
689

 
$
512

 
$
1,406

 
$
1,211

Other Comprehensive Income, net of tax
 
 
 
 
 
 
 
Foreign currency translation adjustments

 
58

 

 
107

Pension and OPEB adjustments
1

 
2

 
2

 
2

Net unrealized losses on cash flow hedges
(6
)
 
(11
)
 
(4
)
 
(25
)
Reclassification into earnings from cash flow hedges
4

 

 
5

 
2

Unrealized gains on available-for-sale securities
4

 
3

 
8

 
7

Other Comprehensive Income, net of tax
3

 
52

 
11

 
93

Comprehensive Income
692

 
564

 
1,417

 
1,304

Less: Comprehensive Income Attributable to Noncontrolling Interests
3

 
6

 
4

 
12

Comprehensive Income Attributable to Duke Energy Corporation
$
689

 
$
558

 
$
1,413

 
$
1,292



See Notes to Condensed Consolidated Financial Statements
7


PART I

DUKE ENERGY CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions)
June 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
298

 
$
392

Receivables (net of allowance for doubtful accounts of $13 at 2017 and $14 at 2016)
498

 
751

Receivables of VIEs (net of allowance for doubtful accounts of $56 at 2017 and $54 at 2016)
1,880

 
1,893

Inventory
3,369

 
3,522

Regulatory assets (includes $52 at 2017 and $50 at 2016 related to VIEs)
1,192

 
1,023

Other
436

 
458

Total current assets
7,673

 
8,039

Property, Plant and Equipment
 
 
 
Cost
124,439

 
121,397

Accumulated depreciation and amortization
(40,522
)
 
(39,406
)
Generation facilities to be retired, net
487

 
529

Net property, plant and equipment
84,404

 
82,520

Other Noncurrent Assets
 
 
 
Goodwill
19,425

 
19,425

Regulatory assets (includes $1,121 at 2017 and $1,142 at 2016 related to VIEs)
12,808

 
12,878

Nuclear decommissioning trust funds
6,601

 
6,205

Investments in equity method unconsolidated affiliates
1,267

 
925

Other
2,826

 
2,769

Total other noncurrent assets
42,927

 
42,202

Total Assets
$
135,004

 
$
132,761

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
2,177

 
$
2,994

Notes payable and commercial paper
3,488

 
2,487

Taxes accrued
432

 
384

Interest accrued
506

 
503

Current maturities of long-term debt (includes $212 at 2017 and $260 at 2016 related to VIEs)
3,472

 
2,319

Asset retirement obligations
397

 
411

Regulatory liabilities
286

 
409

Other
1,708

 
2,044

Total current liabilities
12,466

 
11,551

Long-Term Debt (includes $4,018 at 2017 and $3,587 at 2016 related to VIEs)
46,043

 
45,576

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
14,695

 
14,155

Asset retirement obligations
10,165

 
10,200

Regulatory liabilities
7,048

 
6,881

Accrued pension and other post-retirement benefit costs
1,108

 
1,111

Investment tax credits
534

 
493

Other
1,651

 
1,753

Total other noncurrent liabilities
35,201

 
34,593

Commitments and Contingencies


 


Equity
 
 
 
Common stock, $0.001 par value, 2 billion shares authorized; 700 million shares outstanding at 2017 and 2016
1

 
1

Additional paid-in capital
38,758

 
38,741

Retained earnings
2,607

 
2,384

Accumulated other comprehensive loss
(82
)
 
(93
)
Total Duke Energy Corporation stockholders' equity
41,284

 
41,033

Noncontrolling interests
10

 
8

Total equity
41,294

 
41,041

Total Liabilities and Equity
$
135,004

 
$
132,761


See Notes to Condensed Consolidated Financial Statements
8


PART I

DUKE ENERGY CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended
 
June 30,
(in millions)
2017

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
1,406

 
$
1,211

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion (including amortization of nuclear fuel)
1,953

 
1,868

Equity component of AFUDC
(125
)
 
(87
)
Gains on sales of other assets
(20
)
 
(18
)
Impairment charges
9

 
198

Deferred income taxes
669

 
285

Equity in earnings of unconsolidated affiliates
(65
)
 
(23
)
Accrued pension and other post-retirement benefit costs
13

 
8

Payments for asset retirement obligations
(272
)
 
(263
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions
(12
)
 
199

Receivables
293

 
(38
)
Inventory
153

 
178

Other current assets
(148
)
 
(51
)
Increase (decrease) in
 
 
 
Accounts payable
(505
)
 
(153
)
Taxes accrued
41

 
216

Other current liabilities
(531
)
 
(281
)
Other assets
(101
)
 
(9
)
Other liabilities
(2
)
 
(15
)
Net cash provided by operating activities
2,756

 
3,225

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(3,931
)
 
(3,393
)
Contributions to equity method investments
(287
)
 
(136
)
Purchases of available-for-sale securities
(2,412
)
 
(3,033
)
Proceeds from sales and maturities of available-for-sale securities
2,439

 
3,059

Change in restricted cash
(44
)
 
(21
)
Other
(89
)
 
(84
)
Net cash used in investing activities
(4,324
)
 
(3,608
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the:
 
 
 
Issuance of long-term debt
2,734

 
3,514

Issuance of common stock related to employee benefit plans

 
7

Payments for the redemption of long-term debt
(1,009
)
 
(795
)
Proceeds from the issuance of short-term debt with original maturities greater than 90 days
230

 
500

Payments for the redemption of short-term debt with original maturities greater than 90 days
(32
)
 
(492
)
Notes payable and commercial paper
783

 
(1,349
)
Dividends paid
(1,200
)
 
(1,140
)
Other
(32
)
 
(43
)
Net cash provided by financing activities
1,474

 
202

Changes in cash and cash equivalents associated with assets held for sale

 
79

Net decrease in cash and cash equivalents
(94
)
 
(102
)
Cash and cash equivalents at beginning of period
392

 
383

Cash and cash equivalents at end of period
$
298

 
$
281

Supplemental Disclosures:
 
 
 
Significant non-cash transactions:
 
 
 
Accrued capital expenditures
$
589

 
$
670


See Notes to Condensed Consolidated Financial Statements
9


PART I

DUKE ENERGY CORPORATION
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Unrealized

 
 
 
Total

 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign

 
Net

 
(Losses) Gains

 
 
 
Duke Energy

 
 
 
 
 
Common

 
 
 
Additional

 
 
 
Currency

 
Losses on

 
on Available-

 
Pension and

 
Corporation

 
 
 
 
 
Stock

 
Common

 
Paid-in

 
Retained

 
Translation

 
Cash Flow

 
for-Sale-

 
OPEB

 
Stockholders'

 
Noncontrolling

 
Total

(in millions)
Shares

 
Stock

 
Capital

 
Earnings

 
Adjustments

 
Hedges

 
Securities

 
Adjustments

 
Equity

 
Interests

 
Equity

Balance at December 31, 2015
688

 
$
1

 
$
37,968

 
$
2,564

 
$
(692
)
 
$
(50
)
 
$
(3
)
 
$
(61
)
 
$
39,727

 
$
44

 
$
39,771

Net income

 

 

 
1,203

 

 

 

 

 
1,203

 
8

 
1,211

Other comprehensive income (loss)

 

 

 

 
103

 
(23
)
 
7

 
2

 
89

 
4

 
93

Common stock issuances, including dividend reinvestment and employee benefits
1

 

 
16

 

 

 

 

 

 
16

 

 
16

Common stock dividends

 

 

 
(1,140
)
 

 

 

 

 
(1,140
)
 

 
(1,140
)
Distributions to noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 
(3
)
 
(3
)
Balance at June 30, 2016
689

 
$
1


$
37,984


$
2,627


$
(589
)

$
(73
)

$
4


$
(59
)

$
39,895


$
53


$
39,948

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
700

 
$
1

 
$
38,741

 
$
2,384

 
$

 
$
(20
)
 
$
(1
)
 
$
(72
)
 
$
41,033

 
$
8

 
$
41,041

Net income

 

 

 
1,402

 

 

 

 

 
1,402

 
4

 
1,406

Other comprehensive income

 

 

 

 

 
1

 
8

 
2

 
11

 

 
11

Common stock issuances, including dividend reinvestment and employee benefits

 

 
17

 

 

 

 

 

 
17

 

 
17

Common stock dividends

 

 

 
(1,200
)
 

 

 

 

 
(1,200
)
 

 
(1,200
)
Distributions to noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 
(2
)
 
(2
)
Other(a)

 

 

 
21

 

 

 

 

 
21

 

 
21

Balance at June 30, 2017
700


$
1


$
38,758


$
2,607


$


$
(19
)

$
7


$
(70
)

$
41,284


$
10


$
41,294

(a)
Cumulative-effect adjustment due to implementation of a new accounting standard related to stock-based compensation and the associated income taxes. See Note 1 for more information.

See Notes to Condensed Consolidated Financial Statements
10


PART I


DUKE ENERGY CAROLINAS, LLC
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in millions)
2017

 
2016

 
2017

 
2016

Operating Revenues
$
1,729

 
$
1,675

 
$
3,445

 
$
3,415

Operating Expenses
 
 
 
 
 
 
 
Fuel used in electric generation and purchased power
435

 
389

 
863

 
810

Operation, maintenance and other
469

 
476

 
951

 
988

Depreciation and amortization
269

 
275

 
523

 
534

Property and other taxes
71

 
71

 
139

 
138

Total operating expenses
1,244

 
1,211

 
2,476

 
2,470

Operating Income
485

 
464

 
969

 
945

Other Income and Expenses, net
36

 
45

 
73

 
82

Interest Expense
103

 
107

 
206

 
214

Income Before Income Taxes
418

 
402

 
836

 
813

Income Tax Expense
145

 
141

 
293

 
281

Net Income
$
273

 
$
261

 
$
543

 
$
532

Other Comprehensive Income, net of tax
 
 
 
 
 
 
 
Reclassification into earnings from cash flow hedges
1

 

 
1

 
1

Comprehensive Income
$
274

 
$
261

 
$
544

 
$
533


See Notes to Condensed Consolidated Financial Statements
11


PART I

DUKE ENERGY CAROLINAS, LLC
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions)
June 30, 2017

 
December 31, 2016

ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
16

 
$
14

Receivables (net of allowance for doubtful accounts of $2 at 2017 and 2016)
165

 
160

Receivables of VIEs (net of allowance for doubtful accounts of $7 at 2017 and 2016)
611

 
645

Receivables from affiliated companies
85

 
163

Notes receivable from affiliated companies

 
66

Inventory
1,066

 
1,055

Regulatory assets
249

 
238

Other
34

 
37

Total current assets
2,226

 
2,378

Property, Plant and Equipment
 
 
 
Cost
41,881

 
41,127

Accumulated depreciation and amortization
(14,632
)
 
(14,365
)
Net property, plant and equipment
27,249

 
26,762

Other Noncurrent Assets
 
 
 
Regulatory assets
3,060

 
3,159

Nuclear decommissioning trust funds
3,499

 
3,273

Other
929

 
943

Total other noncurrent assets
7,488

 
7,375

Total Assets
$
36,963

 
$
36,515

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
639

 
$
833

Accounts payable to affiliated companies
127

 
247

Notes payable to affiliated companies
534

 

Taxes accrued
162

 
143

Interest accrued
104

 
102

Current maturities of long-term debt
704

 
116

Asset retirement obligations
227

 
222

Regulatory liabilities
115

 
161

Other
409

 
468

Total current liabilities
3,021


2,292

Long-Term Debt
8,520

 
9,187

Long-Term Debt Payable to Affiliated Companies
300

 
300

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
6,742

 
6,544

Asset retirement obligations
3,644

 
3,673

Regulatory liabilities
2,885

 
2,840

Accrued pension and other post-retirement benefit costs
103

 
97

Investment tax credits
235

 
203

Other
574

 
607

Total other noncurrent liabilities
14,183

 
13,964

Commitments and Contingencies


 


Equity
 
 
 
Member's equity
10,947

 
10,781

Accumulated other comprehensive loss
(8
)
 
(9
)
Total equity
10,939

 
10,772

Total Liabilities and Equity
$
36,963

 
$
36,515


See Notes to Condensed Consolidated Financial Statements
12


PART I

DUKE ENERGY CAROLINAS, LLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended
 
June 30,
(in millions)
2017

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
543

 
$
532

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization (including amortization of nuclear fuel)
688

 
673

Equity component of AFUDC
(59
)
 
(48
)
Deferred income taxes
283

 
273

Accrued pension and other post-retirement benefit costs

 
2

Payments for asset retirement obligations
(123
)
 
(118
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions
24

 
3

Receivables
36

 
(48
)
Receivables from affiliated companies
78

 
36

Inventory
(14
)
 
102

Other current assets
(21
)
 
24

Increase (decrease) in
 
 
 
Accounts payable
(125
)
 
(226
)
Accounts payable to affiliated companies
(120
)
 
(56
)
Taxes accrued
19

 
188

Other current liabilities
(140
)
 
28

Other assets
(44
)
 
22

Other liabilities
(15
)
 
(14
)
Net cash provided by operating activities
1,010

 
1,373

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(1,092
)
 
(1,031
)
Purchases of available-for-sale securities
(1,225
)
 
(1,395
)
Proceeds from sales and maturities of available-for-sale securities
1,228

 
1,395

Notes receivable from affiliated companies
66

 
(89
)
Other
(29
)
 
(41
)
Net cash used in investing activities
(1,052
)
 
(1,161
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the issuance of long-term debt

 
992

Payments for the redemption of long-term debt
(114
)
 
(1
)
Notes payable to affiliated companies
534

 

Distributions to parent
(375
)
 
(1,200
)
Other
(1
)
 

Net cash provided by (used in) financing activities
44

 
(209
)
Net increase in cash and cash equivalents
2

 
3

Cash and cash equivalents at beginning of period
14

 
13

Cash and cash equivalents at end of period
$
16

 
$
16

Supplemental Disclosures:
 
 
 
Significant non-cash transactions:
 
 
 
Accrued capital expenditures
$
200

 
$
228


See Notes to Condensed Consolidated Financial Statements
13


PART I

DUKE ENERGY CAROLINAS, LLC
Condensed Consolidated Statements of Changes in Equity
(Unaudited)
 
 
 
Accumulated Other
 
 
 
 
 
Comprehensive
 
 
 
 
 
Loss
 
 
 
 
 
Net Losses on

 
 
 
Member's

 
Cash Flow

 
Total

(in millions)
Equity

 
Hedges

 
Equity

Balance at December 31, 2015
$
11,617

 
$
(11
)
 
$
11,606

Net income
532

 

 
532

Other comprehensive income

 
1

 
1

Distributions to parent
(1,200
)
 

 
(1,200
)
Balance at June 30, 2016
$
10,949

 
$
(10
)
 
$
10,939

 
 
 
 
 
 
Balance at December 31, 2016
$
10,781

 
$
(9
)
 
$
10,772

Net income
543

 

 
543

Other comprehensive income

 
1

 
1

Distributions to parent
(375
)
 

 
(375
)
Other
(2
)
 

 
(2
)
Balance at June 30, 2017
$
10,947

 
$
(8
)
 
$
10,939


See Notes to Condensed Consolidated Financial Statements
14


PART I


PROGRESS ENERGY, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in millions)
2017

 
2016

 
2017

 
2016

Operating Revenues
$
2,392

 
$
2,348

 
$
4,571

 
$
4,680

Operating Expenses
 
 
 
 
 
 
 
Fuel used in electric generation and purchased power
831

 
852

 
1,557

 
1,712

Operation, maintenance and other
534

 
525

 
1,078

 
1,117

Depreciation and amortization
311

 
296

 
624

 
586

Property and other taxes
129

 
120

 
246

 
239

Impairment charges
2

 
1

 
2

 
3

Total operating expenses
1,807

 
1,794

 
3,507

 
3,657

Gains on Sales of Other Assets and Other, net
6

 
6

 
14

 
12

Operating Income
591

 
560

 
1,078

 
1,035

Other Income and Expenses, net
21

 
28

 
45

 
48

Interest Expense
196

 
160

 
402

 
320

Income Before Income Taxes
416

 
428

 
721

 
763

Income Tax Expense
139

 
154

 
243

 
277

Net Income
277

 
274

 
478

 
486

Less: Net Income Attributable to Noncontrolling Interests
3

 
2

 
5

 
5

Net Income Attributable to Parent
$
274

 
$
272

 
$
473

 
$
481

 
 
 
 
 
 
 
 
Net Income
$
277

 
$
274

 
$
478

 
$
486

Other Comprehensive Income, net of tax
 
 
 
 
 
 
 
Pension and OPEB adjustments
1

 
1

 
2

 
2

Net unrealized gain on cash flow hedges
5

 

 
6

 

Reclassification into earnings from cash flow hedges

 
2

 

 
3

Unrealized gains on available-for-sale securities
1

 

 
2

 
1

Other Comprehensive Income, net of tax
7


3


10


6

Comprehensive Income
284

 
277

 
488

 
492

Less: Comprehensive Income Attributable to Noncontrolling Interests
3

 
2

 
5

 
5

Comprehensive Income Attributable to Parent
$
281


$
275


$
483


$
487



See Notes to Condensed Consolidated Financial Statements
15


PART I

PROGRESS ENERGY, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions)
June 30, 2017

 
December 31, 2016

ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
39

 
$
46

Receivables (net of allowance for doubtful accounts of $4 at 2017 and $6 at 2016)
95

 
114

Receivables of VIEs (net of allowance for doubtful accounts of $7 at 2017 and 2016)
777

 
692

Receivables from affiliated companies
3

 
106

Notes receivable from affiliated companies
140

 
80

Inventory
1,621

 
1,717

Regulatory assets (includes $52 at 2017 and $50 at 2016 related to VIEs)
533

 
401

Other
196

 
148

Total current assets
3,404

 
3,304

Property, Plant and Equipment
 
 
 
Cost
46,317

 
44,864

Accumulated depreciation and amortization
(15,652
)
 
(15,212
)
Generation facilities to be retired, net
487

 
529

Net property, plant and equipment
31,152

 
30,181

Other Noncurrent Assets
 
 
 
Goodwill
3,655

 
3,655

Regulatory assets (includes $1,121 at 2017 and $1,142 at 2016 related to VIEs)
5,853

 
5,722

Nuclear decommissioning trust funds
3,102

 
2,932

Other
865

 
856

Total other noncurrent assets
13,475

 
13,165

Total Assets
$
48,031

 
$
46,650

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
649

 
$
1,003

Accounts payable to affiliated companies
208

 
348

Notes payable to affiliated companies
1,070

 
729

Taxes accrued
165

 
83

Interest accrued
228

 
201

Current maturities of long-term debt (includes $55 at 2017 and $62 at 2016 related to VIEs)
1,022

 
778

Asset retirement obligations
170

 
189

Regulatory liabilities
120

 
189

Other
660

 
745

Total current liabilities
4,292

 
4,265

Long-Term Debt (includes $1,711 at 2017 and $1,741 at 2016 related to VIEs)
15,950

 
15,590

Long-Term Debt Payable to Affiliated Companies
1,173

 
1,173

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
5,662

 
5,246

Asset retirement obligations
5,288

 
5,286

Regulatory liabilities
2,511

 
2,395

Accrued pension and other post-retirement benefit costs
537

 
547

Other
321

 
341

Total other noncurrent liabilities
14,319

 
13,815

Commitments and Contingencies

 

Equity
 
 
 
Common stock, $0.01 par value, 100 shares authorized and outstanding at 2017 and 2016

 

Additional paid-in capital
8,096

 
8,094

Retained earnings
4,237

 
3,764

Accumulated other comprehensive loss
(28
)
 
(38
)
Total Progress Energy, Inc. stockholders' equity
12,305

 
11,820

Noncontrolling interests
(8
)
 
(13
)
Total equity
12,297

 
11,807

Total Liabilities and Equity
$
48,031

 
$
46,650


See Notes to Condensed Consolidated Financial Statements
16


PART I

PROGRESS ENERGY, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended
 
June 30,
(in millions)
2017

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
478

 
$
486

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion (including amortization of nuclear fuel)
733

 
696

Equity component of AFUDC
(48
)
 
(30
)
Gains on sales of other assets
(15
)
 
(15
)
Impairment charges
2

 
3

Deferred income taxes
412

 
285

Accrued pension and other post-retirement benefit costs
(5
)
 
(12
)
Payments for asset retirement obligations
(128
)
 
(126
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions

 
32

Receivables
(64
)
 
(66
)
Receivables from affiliated companies
99

 
306

Inventory
95

 
25

Other current assets
(200
)
 
45

Increase (decrease) in
 
 
 
Accounts payable
(211
)
 
(26
)
Accounts payable to affiliated companies
(140
)
 
(79
)
Taxes accrued
81

 
90

Other current liabilities
(148
)
 
(162
)
Other assets
(70
)
 
(72
)
Other liabilities
(18
)
 
15

Net cash provided by operating activities
853

 
1,395

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(1,733
)
 
(1,441
)
Purchases of available-for-sale securities
(1,108
)
 
(1,570
)
Proceeds from sales and maturities of available-for-sale securities
1,123

 
1,594

Proceeds from insurance
4

 
58

Notes receivable from affiliated companies
(60
)
 

Change in restricted cash
5

 
(6
)
Other
(26
)
 
(14
)
Net cash used in investing activities
(1,795
)
 
(1,379
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the issuance of long-term debt
923

 
1,338

Payments for the redemption of long-term debt
(326
)
 
(320
)
Notes payable to affiliated companies
341

 
(392