8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 14, 2011

(Commission File Number)	Exact names of registrants as specified in their charters, address of principal executive offices, telephone number and state of incorporation	(IRS Employer Identification No.)
1-15929	PROGRESS ENERGY, INC.	56-2155481
	410 S. Wilmington Street
	Raleigh, North Carolina 27601-1748
	Telephone: (919) 546-6111
	State of Incorporation: North Carolina

None

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.04  Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 On December 16, 2011, Progress Energy, Inc. (the “Company”) sent a notice to its directors and executive officers informing them that a blackout period relating to the Progress Energy 401(k) Savings & Stock Ownership Plan and the Savings Plan for Employees of Florida Progress Corporation (collectively, the “401(k) Plan”), which was originally expected to occur from the close of business on December 30, 2011 until sometime during the week of January 1, 2012, will no longer occur at that time. The blackout period is required by the 401(k) Plan’s recordkeeper, Fidelity Investments, in connection with the closing of the proposed merger of the Company and Duke Energy Corporation (“Duke Energy”). The notice, which is attached hereto as Exhibit 99.1 and is incorporated by reference, was provided by the Company to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002.

Section 8 – OTHER EVENTS

Item 8.01  Other Events.

 On December 14, 2011, the Federal Energy Regulatory Commission (the “FERC”) issued an order rejecting the mitigation plan proposed on October 17, 2011 by the Company and Duke Energy in connection with the proposed merger of the Company and Duke Energy. The Company and Duke Energy issued a joint press release on December 15, 2011 regarding the FERC order. A copy of the press release is being filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits.

(d)	EXHIBITS.
	99.1	Notice Concerning the Progress Energy 401(k) Savings & Stock Ownership Plan and the Savings Plan for Employees of Florida Progress Corporation.
	99.2	Joint Press Release of Progress Energy, Inc. and Duke Energy Corporation, issued December 15, 2011.

SIGNATURE

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

	PROGRESS ENERGY, INC.
	Registrant
By:	/s/ David B. Fountain
	David B. Fountain
	Assistant Secretary

Date:  December 16, 2011

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Notice Concerning the Progress Energy 401(k) Savings & Stock Ownership Plan and the Savings Plan for Employees of Florida Progress Corporation.
99.2	Joint Press Release of Progress Energy, Inc. and Duke Energy Corporation, issued December 15, 2011.

EX-99.1

EXHIBIT 99.1

Progress Energy, Inc.

Notice to Directors and Executive Officers

You were previously notified that in connection with the closing of the proposed merger of Progress Energy, Inc. (“Progress Energy”) and Duke Energy Corporation (“Duke Energy”), there would be a period of time from the close of business on December 30, 2011 until sometime during the week of January 1, 2012 (the “blackout period”) when participants would be unable to initiate transactions relating to the Progress Energy 401(k) Savings & Stock Ownership Plan and the Savings Plan for Employees of Florida Progress Corporation. As a result of the anticipated blackout period, you were previously notified that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, you generally would not be permitted to trade in Progress Energy common stock (or related securities) during the blackout period.

The date for the blackout period in the prior notice was based on an anticipated closing of the Progress Energy and Duke Energy merger on January 1, 2012. The merger is no longer anticipated to close on January 1, 2012. As a result, the corresponding blackout period is no longer anticipated to commence or end on the dates provided in the prior notice. You will be provided with updated information regarding the anticipated closing of the merger of Progress Energy and Duke Energy and the corresponding trading restriction when it is known.

If you have any questions about this notice or the required trading restriction, including whether the blackout period has begun or ended, you may obtain information, without charge, by contacting Progress Energy, Inc., Attention: Corporate Secretary, 410 S. Wilmington Street, Raleigh, NC 27601 (telephone (919) 546-6206).

EX-99.2

EXHIBIT 99.2

Duke Energy and Progress Energy Moving Forward with Planned Merger

Reviewing FERC Order

CHARLOTTE AND RALEIGH, N.C. (Dec. 15, 2011) -- Below is a statement issued today by Duke Energy and Progress Energy.

“Duke Energy and Progress Energy announced today they remain committed to proceeding with their planned merger.

“The companies’ legal and regulatory teams are currently reviewing the order issued late yesterday by the Federal Energy Regulatory Commission (FERC) related to the agency’s concerns about market power. The companies are planning to submit a revised mitigation proposal as soon as the analysis of the commission’s order is complete and after any required notice to the North Carolina and South Carolina commissions.

“The FERC’s action changes the companies’ timeline for closing the merger. The earliest close date would be in March, but will ultimately depend upon the regulatory approval process. The companies are evaluating the regulatory calendar and will communicate a new target close date for planning purposes in the near future.

“The FERC ruling does not call into question the benefits of the merger. The combination of Duke Energy and Progress Energy will provide clear benefits for our customers, including overall lower corporate costs and $650 million in guaranteed benefits to customers in the Carolinas from the joint dispatch of the utilities' generation fleets and from power plant fuel savings.”

To date, the companies have received merger-related approvals from, or met the requirements of, the:

 ● U.S. Department of Justice

 ● U.S. Nuclear Regulatory Commission

 ● Federal Communications Commission

 ● Kentucky Public Service Commission

 ● Shareholders of both companies

About Duke Energy

Duke Energy is one of the largest electric power holding companies in the United States. Its regulated utility operations serve approximately 4 million customers located in five states in the Southeast and Midwest, representing a population of approximately 12 million people. Its commercial power and international business segments own and operate diverse power generation assets in North America and Latin America, including a growing portfolio of renewable energy assets in the United States. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: www.duke-energy.com.

About Progress Energy

Progress Energy (NYSE: PGN), headquartered in Raleigh, N.C., is a Fortune 500 energy company with more than 22,000 megawatts of generation capacity and approximately $10 billion in annual revenues. Progress Energy includes two major electric utilities that serve about 3.1 million customers in the Carolinas and Florida. The company has earned the Edison Electric Institute's Edison Award, the industry's highest honor, in recognition of its operational excellence, and was the first utility to receive the prestigious J.D. Power and Associates Founder's Award for customer service. The company is pursuing a balanced strategy for a secure energy future, which includes aggressive energy-efficiency programs, investments in renewable energy technologies and a state-of-the-art electricity system. Progress Energy celebrated a century of service in 2008. Visit the company’s website at www.progress-energy.com.

Forward-Looking Information

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” and other words and terms of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Progress Energy and Duke Energy caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Duke Energy and Progress Energy, including future financial and operating results, Progress Energy's or Duke Energy's plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the risk that Progress Energy or Duke Energy may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; and other factors discussed or referred to in the “Risk Factors” section of each of Progress Energy's and Duke Energy's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC). These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 that was filed by Duke Energy with the SEC in connection with the merger. Additional risks and uncertainties are identified and discussed in Progress Energy's and Duke Energy's reports filed with the SEC and available at the SEC's website at http://www.sec.gov/. Each forward-looking statement speaks only as of the date of the particular statement and neither Progress Energy nor Duke Energy undertakes any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed merger between Duke Energy and Progress Energy, Duke Energy filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of Duke Energy and Progress Energy and that also constitutes a prospectus of Duke Energy. The Registration Statement was declared effective by the SEC on July 7, 2011. Duke Energy and Progress Energy mailed the definitive joint proxy statement/prospectus to their respective shareholders on or about July 11, 2011. Duke Energy and Progress Energy urge investors and shareholders to read the Registration Statement, including the joint proxy statement/prospectus that is a part of the Registration Statement, as well as other relevant documents filed with the SEC, because they contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (http://www.sec.gov/). You may also obtain these documents, free of charge, from Duke Energy's website (http://www.duke-energy.com/) under the heading “Investors” and then under the heading “Financials/SEC Filings.” You may also obtain these documents, free of charge, from Progress Energy's website (http://www.progress-energy.com/) under the tab “Our Company” by clicking on “Investor Relations,” then by clicking on “Corporate Profile” and then by clicking on “SEC Filings.”

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