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 September 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.
 
dukeenergylogo4ca29.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 September 30, 2017:
Registrant
Description
Shares
Duke Energy
Common stock, $0.001 par value
699,975,614
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 – Asset Retirement Obligations
 
Note 8 – Goodwill and Intangible Assets
 
Note 9 – Related Party Transactions
 
Note 10 – Derivatives and Hedging
 
Note 11 – Investments in Debt and Equity Securities
 
Note 12 – Fair Value Measurements
 
Note 13 – Variable Interest Entities
 
Note 14 – Common Stock
 
Note 15 – Stock-Based Compensation
 
Note 16 – Employee Benefit Plans
 
Note 17 – Income Taxes
 
Note 18 – 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 natural 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
 
Nine Months Ended
 
September 30,
 
September 30,
(in millions, except per-share amounts)
2017

 
2016

 
2017

 
2016

Operating Revenues
 
 
 
 
 
 
 
Regulated electric
$
6,091

 
$
6,303

 
$
16,122

 
$
16,321

Regulated natural gas
247

 
89

 
1,168

 
355

Nonregulated electric and other
144

 
184

 
476

 
490

Total operating revenues
6,482

 
6,576

 
17,766

 
17,166

Operating Expenses
 
 
 
 

 

Fuel used in electric generation and purchased power
1,863

 
2,031

 
4,853

 
5,140

Cost of natural gas
68

 
6

 
402

 
64

Operation, maintenance and other
1,442

 
1,460

 
4,282

 
4,227

Depreciation and amortization
900

 
819

 
2,594

 
2,402

Property and other taxes
313

 
302

 
924

 
887

Impairment charges
207

 
10

 
216

 
14

Total operating expenses
4,793

 
4,628

 
13,271

 
12,734

Gains on Sales of Other Assets and Other, net
6

 
6

 
24

 
21

Operating Income
1,695

 
1,954

 
4,519

 
4,453

Other Income and Expenses
 
 
 
 


 


Equity in earnings (losses) of unconsolidated affiliates
36

 
(60
)
 
101

 
(37
)
Other income and expenses, net
88

 
86

 
255

 
237

Total other income and expenses
124

 
26

 
356

 
200

Interest Expense
498

 
464

 
1,475

 
1,431

Income From Continuing Operations Before Income Taxes
1,321

 
1,516

 
3,400

 
3,222

Income Tax Expense from Continuing Operations
364

 
515

 
1,035

 
1,020

Income From Continuing Operations
957

 
1,001

 
2,365

 
2,202

(Loss) Income From Discontinued Operations, net of tax
(2
)
 
180

 
(4
)
 
190

Net Income
955

 
1,181

 
2,361

 
2,392

Less: Net Income Attributable to Noncontrolling Interests
1

 
5

 
5

 
13

Net Income Attributable to Duke Energy Corporation
$
954

 
$
1,176

 
$
2,356

 
$
2,379

 
 
 
 
 
 
 
 
Earnings Per Share – Basic and Diluted
 
 
 
 
 
 
 
Income from continuing operations attributable to Duke Energy Corporation common stockholders
 
 
 
 
 
 
 
Basic
$
1.36

 
$
1.44

 
$
3.37

 
$
3.19

Diluted
$
1.36

 
$
1.44

 
$
3.37

 
$
3.18

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

 
$
0.26

 
$
(0.01
)
 
$
0.26

Diluted
$

 
$
0.26

 
$
(0.01
)
 
$
0.26

Net income attributable to Duke Energy Corporation common stockholders
 
 
 
 
 
 
 
Basic
$
1.36

 
$
1.70

 
$
3.36

 
$
3.45

Diluted
$
1.36

 
$
1.70

 
$
3.36

 
$
3.44

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
700

 
689

 
700

 
689

Diluted
700

 
691

 
700

 
690


See Notes to Condensed Consolidated Financial Statements
6


PART I

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

 
2016

 
2017

 
2016

Net Income
$
955

 
$
1,181

 
$
2,361

 
$
2,392

Other Comprehensive Income, net of tax
 
 
 
 
 
 
 
Foreign currency translation adjustments

 
(12
)
 

 
95

Pension and OPEB adjustments

 

 
2

 
2

Net unrealized gains (losses) on cash flow hedges
2

 
6

 
(2
)
 
(19
)
Reclassification into earnings from cash flow hedges
(2
)
 
1

 
3

 
3

Unrealized gains on available-for-sale securities
2

 

 
10

 
7

Other Comprehensive Income (Loss), net of tax
2

 
(5
)
 
13

 
88

Comprehensive Income
957

 
1,176

 
2,374

 
2,480

Less: Comprehensive Income Attributable to Noncontrolling Interests
1

 
4

 
5

 
16

Comprehensive Income Attributable to Duke Energy Corporation
$
956

 
$
1,172

 
$
2,369

 
$
2,464



See Notes to Condensed Consolidated Financial Statements
7


PART I

DUKE ENERGY CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
(in millions)
September 30, 2017
 
December 31, 2016
ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
282

 
$
392

Receivables (net of allowance for doubtful accounts of $13 at 2017 and $14 at 2016)
528

 
751

Receivables of VIEs (net of allowance for doubtful accounts of $54 at 2017 and 2016)
2,089

 
1,893

Inventory
3,265

 
3,522

Regulatory assets (includes $51 at 2017 and $50 at 2016 related to VIEs)
1,109

 
1,023

Other
433

 
458

Total current assets
7,706

 
8,039

Property, Plant and Equipment
 
 
 
Cost
125,582

 
121,397

Accumulated depreciation and amortization
(41,161
)
 
(39,406
)
Generation facilities to be retired, net
441

 
529

Net property, plant and equipment
84,862

 
82,520

Other Noncurrent Assets
 
 
 
Goodwill
19,418

 
19,425

Regulatory assets (includes $1,101 at 2017 and $1,142 at 2016 related to VIEs)
13,367

 
12,878

Nuclear decommissioning trust funds
6,814

 
6,205

Investments in equity method unconsolidated affiliates
1,366

 
925

Other
2,792

 
2,769

Total other noncurrent assets
43,757

 
42,202

Total Assets
$
136,325

 
$
132,761

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
2,645

 
$
2,994

Notes payable and commercial paper
1,899

 
2,487

Taxes accrued
627

 
384

Interest accrued
538

 
503

Current maturities of long-term debt (includes $215 at 2017 and $260 at 2016 related to VIEs)
2,485

 
2,319

Asset retirement obligations
619

 
411

Regulatory liabilities
273

 
409

Other
1,734

 
2,044

Total current liabilities
10,820

 
11,551

Long-Term Debt (includes $4,219 at 2017 and $3,587 at 2016 related to VIEs)
48,929

 
45,576

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
15,058

 
14,155

Asset retirement obligations
9,586

 
10,200

Regulatory liabilities
7,027

 
6,881

Accrued pension and other post-retirement benefit costs
1,105

 
1,111

Investment tax credits
534

 
493

Other
1,624

 
1,753

Total other noncurrent liabilities
34,934

 
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
38,774

 
38,741

Retained earnings
2,936

 
2,384

Accumulated other comprehensive loss
(80
)
 
(93
)
Total Duke Energy Corporation stockholders' equity
41,631

 
41,033

Noncontrolling interests
11

 
8

Total equity
41,642

 
41,041

Total Liabilities and Equity
$
136,325

 
$
132,761


See Notes to Condensed Consolidated Financial Statements
8


PART I

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

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
2,361

 
$
2,392

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion (including amortization of nuclear fuel)
2,990

 
2,847

Equity component of AFUDC
(175
)
 
(140
)
Gains on sales of other assets
(28
)
 
(27
)
Impairment charges
216

 
279

Deferred income taxes
1,016

 
648

Equity in earnings of unconsolidated affiliates
(101
)
 
(34
)
Accrued pension and other post-retirement benefit costs
19

 
12

Contributions to qualified pension plans
(8
)
 

Payments for asset retirement obligations
(420
)
 
(443
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions
4

 
36

Receivables
80

 
(276
)
Inventory
248

 
455

Other current assets
(176
)
 
(163
)
Increase (decrease) in
 
 
 
Accounts payable
(554
)
 
(207
)
Taxes accrued
233

 
417

Other current liabilities
(532
)
 
(157
)
Other assets
(160
)
 
(64
)
Other liabilities
(2
)
 
36

Net cash provided by operating activities
5,011

 
5,611

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(5,841
)
 
(5,252
)
Contributions to equity method investments
(370
)
 
(198
)
Purchases of available-for-sale securities
(3,170
)
 
(4,048
)
Proceeds from sales and maturities of available-for-sale securities
3,199

 
4,107

Change in restricted cash
(29
)
 
(34
)
Other
(149
)
 
(130
)
Net cash used in investing activities
(6,360
)
 
(5,555
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the:
 
 
 
Issuance of long-term debt
5,710

 
8,647

Issuance of common stock related to employee benefit plans

 
7

Payments for the redemption of long-term debt
(2,035
)
 
(988
)
Proceeds from the issuance of short-term debt with original maturities greater than 90 days
265

 
1,424

Payments for the redemption of short-term debt with original maturities greater than 90 days
(237
)
 
(492
)
Notes payable and commercial paper
(647
)
 
(1,579
)
Dividends paid
(1,825
)
 
(1,731
)
Other
8

 
(22
)
Net cash provided by financing activities
1,239

 
5,266

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

 
11

Net (decrease) increase in cash and cash equivalents
(110
)
 
5,333

Cash and cash equivalents at beginning of period
392

 
383

Cash and cash equivalents at end of period
$
282

 
$
5,716

Supplemental Disclosures:
 
 
 
Significant non-cash transactions:
 
 
 
Accrued capital expenditures
$
740

 
$
631


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

 

 

 
2,379

 

 

 

 

 
2,379

 
13

 
2,392

Other comprehensive income (loss)

 

 

 

 
92

 
(16
)
 
7

 
2

 
85

 
3

 
88

Common stock issuances, including dividend reinvestment and employee benefits
1

 

 
29

 

 

 

 

 

 
29

 

 
29

Common stock dividends

 

 

 
(1,731
)
 

 

 

 

 
(1,731
)
 

 
(1,731
)
Distributions to noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

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

 
$
1


$
37,997


$
3,212


$
(600
)

$
(66
)

$
4


$
(59
)

$
40,489


$
57


$
40,546

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2016
700

 
$
1

 
$
38,741

 
$
2,384

 
$

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

 
$
8

 
$
41,041

Net income

 

 

 
2,356

 

 

 

 

 
2,356

 
5

 
2,361

Other comprehensive income

 

 

 

 

 
1

 
10

 
2

 
13

 

 
13

Common stock issuances, including dividend reinvestment and employee benefits

 

 
33

 

 

 

 

 

 
33

 

 
33

Common stock dividends

 

 

 
(1,825
)
 

 

 

 

 
(1,825
)
 

 
(1,825
)
Distributions to noncontrolling interest in subsidiaries

 

 

 

 

 

 

 

 

 
(2
)
 
(2
)
Other(a)

 

 

 
21

 

 

 

 

 
21

 

 
21

Balance at September 30, 2017
700


$
1


$
38,774


$
2,936


$


$
(19
)

$
9


$
(70
)

$
41,631


$
11


$
41,642

(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
 
Nine Months Ended
 
September 30,
 
September 30,
(in millions)
2017

 
2016

 
2017

 
2016

Operating Revenues
$
2,136

 
$
2,226

 
$
5,581

 
$
5,641

Operating Expenses
 
 
 
 
 
 
 
Fuel used in electric generation and purchased power
531

 
581

 
1,394

 
1,391

Operation, maintenance and other
480

 
493

 
1,431

 
1,481

Depreciation and amortization
281

 
268

 
804

 
802

Property and other taxes
67

 
68

 
206

 
206

Total operating expenses
1,359

 
1,410

 
3,835

 
3,880

Loss on Sales of Other Assets and Other, net

 
(1
)
 

 
(1
)
Operating Income
777

 
815

 
1,746

 
1,760

Other Income and Expenses, net
26

 
39

 
99

 
121

Interest Expense
108

 
102

 
314

 
316

Income Before Income Taxes
695

 
752

 
1,531

 
1,565

Income Tax Expense
229

 
258

 
522

 
539

Net Income
$
466

 
$
494

 
$
1,009

 
$
1,026

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

 

 
1

 
1

Comprehensive Income
$
466

 
$
494

 
$
1,010

 
$
1,027


See Notes to Condensed Consolidated Financial Statements
11


PART I

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

 
December 31, 2016

ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
18

 
$
14

Receivables (net of allowance for doubtful accounts of $2 at 2017 and 2016)
180

 
160

Receivables of VIEs (net of allowance for doubtful accounts of $7 at 2017 and 2016)
691

 
645

Receivables from affiliated companies
146

 
163

Notes receivable from affiliated companies

 
66

Inventory
1,000

 
1,055

Regulatory assets
237

 
238

Other
27

 
37

Total current assets
2,299

 
2,378

Property, Plant and Equipment
 
 
 
Cost
42,321

 
41,127

Accumulated depreciation and amortization
(14,969
)
 
(14,365
)
Net property, plant and equipment
27,352

 
26,762

Other Noncurrent Assets
 
 
 
Regulatory assets
3,077

 
3,159

Nuclear decommissioning trust funds
3,621

 
3,273

Other
910

 
943

Total other noncurrent assets
7,608

 
7,375

Total Assets
$
37,259

 
$
36,515

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
726

 
$
833

Accounts payable to affiliated companies
159

 
247

Notes payable to affiliated companies
468

 

Taxes accrued
368

 
143

Interest accrued
135

 
102

Current maturities of long-term debt
705

 
116

Asset retirement obligations
304

 
222

Regulatory liabilities
105

 
161

Other
435

 
468

Total current liabilities
3,405


2,292

Long-Term Debt
8,520

 
9,187

Long-Term Debt Payable to Affiliated Companies
300

 
300

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
6,796

 
6,544

Asset retirement obligations
3,297

 
3,673

Regulatory liabilities
2,884

 
2,840

Accrued pension and other post-retirement benefit costs
108

 
97

Investment tax credits
234

 
203

Other
559

 
607

Total other noncurrent liabilities
13,878

 
13,964

Commitments and Contingencies


 


Equity
 
 
 
Member's equity
11,164

 
10,781

Accumulated other comprehensive loss
(8
)
 
(9
)
Total equity
11,156

 
10,772

Total Liabilities and Equity
$
37,259

 
$
36,515


See Notes to Condensed Consolidated Financial Statements
12


PART I

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

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
1,009

 
$
1,026

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization (including amortization of nuclear fuel)
1,051

 
1,020

Equity component of AFUDC
(79
)
 
(75
)
Losses on sales of other assets and other, net

 
1

Deferred income taxes
330

 
382

Accrued pension and other post-retirement benefit costs

 
3

Payments for asset retirement obligations
(201
)
 
(204
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions
1

 
4

Receivables
(40
)
 
(191
)
Receivables from affiliated companies
17

 
19

Inventory
50

 
217

Other current assets
8

 
81

Increase (decrease) in
 
 
 
Accounts payable
(78
)
 
(179
)
Accounts payable to affiliated companies
(88
)
 
(100
)
Taxes accrued
225

 
248

Other current liabilities
(149
)
 
51

Other assets
(18
)
 
57

Other liabilities
(26
)
 
(15
)
Net cash provided by operating activities
2,012

 
2,345

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(1,747
)
 
(1,531
)
Purchases of available-for-sale securities
(1,660
)
 
(2,070
)
Proceeds from sales and maturities of available-for-sale securities
1,664

 
2,070

Notes receivable from affiliated companies
66

 
131

Other
(58
)
 
(65
)
Net cash used in investing activities
(1,735
)
 
(1,465
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from the issuance of long-term debt

 
992

Payments for the redemption of long-term debt
(115
)
 
(3
)
Notes payable to affiliated companies
468

 

Distributions to parent
(625
)
 
(1,800
)
Other
(1
)
 

Net cash used in financing activities
(273
)
 
(811
)
Net increase in cash and cash equivalents
4

 
69

Cash and cash equivalents at beginning of period
14

 
13

Cash and cash equivalents at end of period
$
18

 
$
82

Supplemental Disclosures:
 
 
 
Significant non-cash transactions:
 
 
 
Accrued capital expenditures
$
292

 
$
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
1,026

 

 
1,026

Other comprehensive income

 
1

 
1

Distributions to parent
(1,800
)
 

 
(1,800
)
Other
(3
)
 

 
(3
)
Balance at September 30, 2016
$
10,840

 
$
(10
)
 
$
10,830

 
 
 
 
 
 
Balance at December 31, 2016
$
10,781

 
$
(9
)
 
$
10,772

Net income
1,009

 

 
1,009

Other comprehensive income

 
1

 
1

Distributions to parent
(625
)
 

 
(625
)
Other
(1
)
 

 
(1
)
Balance at September 30, 2017
$
11,164

 
$
(8
)
 
$
11,156


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
 
Nine Months Ended
 
September 30,
 
September 30,
(in millions)
2017

 
2016

 
2017

 
2016

Operating Revenues
$
2,864

 
$
2,965

 
$
7,435

 
$
7,645

Operating Expenses
 
 
 
 
 
 
 
Fuel used in electric generation and purchased power
1,031

 
1,120

 
2,588

 
2,832

Operation, maintenance and other
572

 
582

 
1,650

 
1,699

Depreciation and amortization
334

 
318

 
958

 
904

Property and other taxes
140

 
136

 
386

 
375

Impairment charges
135

 
1

 
137

 
4

Total operating expenses
2,212

 
2,157

 
5,719

 
5,814

Gains on Sales of Other Assets and Other, net
5

 
6

 
19

 
18

Operating Income
657

 
814

 
1,735

 
1,849

Other Income and Expenses, net
20

 
31

 
65

 
79

Interest Expense
193

 
177

 
595

 
497

Income Before Income Taxes
484

 
668

 
1,205

 
1,431

Income Tax Expense
141

 
219

 
384

 
496

Net Income
343

 
449

 
821

 
935

Less: Net Income Attributable to Noncontrolling Interests
2

 
3

 
7

 
8

Net Income Attributable to Parent
$
341

 
$
446

 
$
814

 
$
927

 
 
 
 
 
 
 
 
Net Income
$
343

 
$
449

 
$
821

 
$
935

Other Comprehensive Income, net of tax
 
 
 
 
 
 
 
Pension and OPEB adjustments
3

 

 
5

 
2

Net unrealized (loss) gain on cash flow hedges
(2
)
 

 
4

 

Reclassification into earnings from cash flow hedges

 
1

 

 
4

Unrealized gains on available-for-sale securities
1

 
1

 
3

 
2

Other Comprehensive Income, net of tax
2


2


12


8

Comprehensive Income
345

 
451

 
833

 
943

Less: Comprehensive Income Attributable to Noncontrolling Interests
2

 
3

 
7

 
8

Comprehensive Income Attributable to Parent
$
343


$
448


$
826


$
935



See Notes to Condensed Consolidated Financial Statements
15


PART I

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

 
December 31, 2016

ASSETS
 
 
 
Current Assets
 
 
 
Cash and cash equivalents
$
30

 
$
46

Receivables (net of allowance for doubtful accounts of $4 at 2017 and $6 at 2016)
93

 
114

Receivables of VIEs (net of allowance for doubtful accounts of $7 at 2017 and 2016)
900

 
692

Receivables from affiliated companies

 
106

Notes receivable from affiliated companies
170

 
80

Inventory
1,584

 
1,717

Regulatory assets (includes $51 at 2017 and $50 at 2016 related to VIEs)
440

 
401

Other
243

 
148

Total current assets
3,460

 
3,304

Property, Plant and Equipment
 
 
 
Cost
46,659

 
44,864

Accumulated depreciation and amortization
(15,760
)
 
(15,212
)
Generation facilities to be retired, net
441

 
529

Net property, plant and equipment
31,340

 
30,181

Other Noncurrent Assets
 
 
 
Goodwill
3,655

 
3,655

Regulatory assets (includes $1,101 at 2017 and $1,142 at 2016 related to VIEs)
6,438

 
5,722

Nuclear decommissioning trust funds
3,194

 
2,932

Other
909

 
856

Total other noncurrent assets
14,196

 
13,165

Total Assets
$
48,996

 
$
46,650

LIABILITIES AND EQUITY
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
1,015

 
$
1,003

Accounts payable to affiliated companies
289

 
348

Notes payable to affiliated companies
576

 
729

Taxes accrued
227

 
83

Interest accrued
216

 
201

Current maturities of long-term debt (includes $53 at 2017 and $62 at 2016 related to VIEs)
770

 
778

Asset retirement obligations
250

 
189

Regulatory liabilities
121

 
189

Other
652

 
745

Total current liabilities
4,116

 
4,265

Long-Term Debt (includes $1,689 at 2017 and $1,741 at 2016 related to VIEs)
16,717

 
15,590

Long-Term Debt Payable to Affiliated Companies
150

 
1,173

Other Noncurrent Liabilities
 
 
 
Deferred income taxes
6,463

 
5,246

Asset retirement obligations
5,189

 
5,286

Regulatory liabilities
2,511

 
2,395

Accrued pension and other post-retirement benefit costs
535

 
547

Other
298

 
341

Total other noncurrent liabilities
14,996

 
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
9,143

 
8,094

Retained earnings
3,906

 
3,764

Accumulated other comprehensive loss
(26
)
 
(38
)
Total Progress Energy, Inc. stockholders' equity
13,023

 
11,820

Noncontrolling interests
(6
)
 
(13
)
Total equity
13,017

 
11,807

Total Liabilities and Equity
$
48,996

 
$
46,650


See Notes to Condensed Consolidated Financial Statements
16


PART I

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

 
2016

CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
821

 
$
935

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization and accretion (including amortization of nuclear fuel)
1,130

 
1,071

Equity component of AFUDC
(68
)
 
(51
)
Gains on sales of other assets
(20
)
 
(23
)
Impairment charges
137

 
4

Deferred income taxes
651

 
425

Accrued pension and other post-retirement benefit costs
(9
)
 
(19
)
Payments for asset retirement obligations
(190
)
 
(203
)
(Increase) decrease in
 
 
 
Net realized and unrealized mark-to-market and hedging transactions
1

 
33

Receivables
(182
)
 
(155
)
Receivables from affiliated companies
102

 
329

Inventory
126

 
99

Other current assets
(279
)
 
(30
)
Increase (decrease) in
 
 
 
Accounts payable
(281
)
 
(24
)
Accounts payable to affiliated companies
(59
)
 
(109
)
Taxes accrued
143

 
159

Other current liabilities
(184
)
 
(156
)
Other assets
(100
)
 
(90
)
Other liabilities
(85
)
 
(4
)
Net cash provided by operating activities
1,654

 
2,191

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Capital expenditures
(2,419
)
 
(2,286
)
Purchases of available-for-sale securities
(1,393
)
 
(1,849
)
Proceeds from sales and maturities of available-for-sale securities
1,411

 
1,899

Proceeds from insurance
4

 
58

Notes receivable from affiliated companies
(90
)
 
(43
)
Change in restricted cash
5