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): June 11, 2012

DUKE ENERGY CORPORATION

 (Exact Name of Registrant as Specified in its Charter)

Delaware	001-32853	20-2777218
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

550 South Tryon Street, Charlotte, North Carolina 28202

(Address of Principal Executive Offices, including Zip code)

(704) 594-6200

 (Registrant’s telephone number, including area code)

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:

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

Item 8.01. Other Events.

On June 8, 2012, the Federal Energy Regulatory Commission (“FERC”) issued orders conditionally approving the Second Wholesale Market Power Mitigation Plan, the Joint Dispatch Agreement and the Joint Open Access Transmission Tariff of Duke Energy Corporation (the “Company”) and Progress Energy, Inc. (“Progress Energy”) in connection with their proposed merger.  The companies have substantially completed their evaluation of the orders’ conditions and expect to make a compliance filing with the FERC within 15 days of the FERC’s order, as requested by FERC.  They will also work to secure final merger-related approvals from the North Carolina Utilities Commission and Public Service Commission of South Carolina.  The companies continue to target July 1, 2012 for the closing of the merger.

A copy of the joint press release of the Company and Progress Energy and the merger scorecard are attached hereto as Exhibits 99.1 and 99.2.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits.

99.1Joint Press Release of Duke Energy Corporation and Progress Energy, Inc. dated June 11, 2012

99.2Merger Scorecard

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SIGNATURE

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

	DUKE ENERGY CORPORATION
Date: June 11, 2012	By:	/s/ Marc E. Manly
	Name:	Marc E. Manly
	Title:	Group Executive, Chief Legal Officer and Corporate Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Joint Press Release of Duke Energy Corporation and Progress Energy, Inc. dated June 11, 2012
99.2	Merger Scorecard

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EX-99.1

Exhibit 99.1

June 11, 2012

Duke Energy and Progress Energy consider FERC’s conditional merger orders positive developments

CHARLOTTE AND RALEIGH N.C. — Duke Energy and Progress Energy consider the June 8 conditional orders by the Federal Energy Regulatory Commission (FERC) to be a positive development in enabling the companies to close their proposed merger by the targeted date of July 1.

The companies have substantially completed their evaluation of the orders’ conditions and expect to make a compliance filing with the FERC within 15 days, as requested by FERC. They will also work to secure final merger-related approvals from the North Carolina Utilities Commission (NCUC) and Public Service Commission of South Carolina (PSCSC) as quickly as possible.  The companies are continuing to target a July 1 closing date.

“We are pleased that the FERC has conditionally approved the merger, our Joint Dispatch Agreement and joint Open Access Transmission Tariff,” said Jim Rogers, chairman, president and CEO of Duke Energy. “We will quickly complete the evaluation of the conditions in the orders while working to obtain the remaining regulatory approvals to close the merger on July 1.”

“Receiving FERC’s conditional orders last Friday is a major milestone for this transaction,” said Johnson, chairman, president and CEO of Progress Energy.. “Both companies will restart the integration planning efforts necessary to complete this transaction by July 1 and begin to deliver the substantial benefits of the merger to customers and shareholders as soon as possible.”

Remaining schedule to approve the merger

To date, the companies have received merger-related approvals from, or met the requirements of, the U.S. Department of Justice under the Hart-Scott-Rodino Act, U.S. Nuclear Regulatory Commission, Federal Communications Commission, Kentucky Public Service Commission, and the shareholders of both companies.

The NCUC is required to approve the merger and the Joint Dispatch Agreement. The PSCSC must also approve the Joint Dispatch Agreement. Both commissions are expected to determine their schedules for considering the merger-related dockets soon.

While the companies continue to target a July 1 closing date, the timing is dependent on receiving the remaining state regulatory approvals and submitting additional compliance filings with the FERC.  In addition, the consummation of the merger is contingent on satisfying all the conditions to the merger according to the terms of the merger agreement.

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 23,000 megawatts of generation capacity and approximately $9 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 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.”

EX-99.2

Exhibit 99.2

Stakeholder Progress on Key Milestones Filed Approved Shareholder Received shareholder approvals on August 23, 2011 Department of Justice (DOJ) The parties have met their obligations under the Hart-Scott-Rodino Act (HSR) Waiting Period Expired Federal Communications Commission (FCC) Received approval of Assignment of Authorization filings on July 27, 2011 On January 5, 2012, approval extended by FCC through July 12, 2012 Federal Energy Regulatory Commission (FERC) Received conditional approval of the revised market power mitigation plan, the Joint Dispatch Agreement (JDA) and the joint Open-Access Transmission Tariff (OATT) on June 8, 2012 Expect to submit final compliance filings required by FERC within 15 days of June 8, 2012 Nuclear Regulatory Commission (NRC) Received approval of indirect transfer of Progress Energy licenses on December 2, 2011 North Carolina Filed merger approval application on April 4, 2011 NC Public Staff filed settlement agreement on September 2, 2011; companies signed settlement with South Carolina Office of Regulatory Staff, a party to the NC docket, on September 6, 2011 Hearings held September 20-22, 2011 Filed advance notice regarding revised market power mitigation plan on February 22, 2012 Updated settlement agreement with NC Public Staff filed on May 8, 2012 South Carolina Submitted merger-related filings on April 25, 2011 Hearing to approve joint dispatch agreement held December 12, 2011 Filed a letter with the SC Public Service Commission regarding merger-related commitments made to SC Office of Regulatory Staff on May 16, 2012 Kentucky Received Kentucky Commission approval on October 28, 2011 STATUS OF MERGER FILINGS (As of June 11, 2012) 1 JDA/OATT Merger Final Compliance Filings

ADDITIONAL INFORMATION ON THE MERGER 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 (www.sec.gov). You may also obtain these documents, free of charge, from Duke Energy’s website (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 (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.” 2