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Merger Agreement
9 Months Ended
Sep. 30, 2011
Merger Agreement [Line Items] 
Proposed Business Combination Disclosure [Text Block]

2.       MERGER AGREEMENT

On January 8, 2011, Duke Energy Corporation (Duke Energy) and Progress Energy entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Progress Energy will be acquired by Duke Energy in a stock-for-stock transaction (the Merger) and continue as a wholly owned subsidiary of Duke Energy.

Under the terms of the Merger Agreement, each share of Progress Energy common stock will be cancelled and converted into the right to receive 2.6125 shares of Duke Energy common stock. Each outstanding option to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into an option to acquire, or an equity award relating to, 2.6125 shares of Duke Energy common stock. The board of directors of Duke Energy approved a reverse stock split, at a ratio of 1-for-3, subject to completion of the Merger. Accordingly, the adjusted exchange ratio is expected to be 0.87083 of a share of Duke Energy common stock, options and equity awards for each Progress Energy common share, option and equity award.

Consummation of the Merger is subject to customary conditions, including, among others things, approval of the shareholders of each company, expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, and receipt of approvals, to the extent required, from the FERC, the Federal Communications Commission, the NRC, the NCUC, the Kentucky Public Service Commission and the SCPSC. Although there are no merger-specific regulatory approvals required in Indiana, Ohio or Florida, the companies will continue to update the public service commissions in those states on the Merger, as applicable and as required. The status of these matters is as follows, and we cannot predict the outcome of pending approvals:

Shareholder Approval

  • On August 23, 2011, the Merger was approved by the shareholders of Progress Energy and Duke Energy.

    Federal Regulatory Approvals

  • On March 28, 2011, Progress Energy and Duke Energy submitted their Hart-Scott-Rodino filing with the U.S. Department of Justice (DOJ) for review under U.S. antitrust laws. The 30-day waiting period required by the Hart-Scott-Rodino Act expired without Progress Energy or Duke Energy having received requests for additional information. Progress Energy and Duke Energy have met their obligations under the Hart-Scott-Rodino Act.
  • On July 27, 2011, the Federal Communications Commission approved the Assignment of Authorization filings to transfer control of certain licenses. The approval is effective for 180 days.
  • On September 30, 2011, the FERC, which assesses market power-related issues, conditionally approved the merger application filed by Progress Energy and Duke Energy. The approval is subject to the FERC's acceptance of market power mitigation measures to address the FERC's finding that the combined company could have an adverse effect on competition in the North Carolina and South Carolina power markets. Progress Energy and Duke Energy filed a market power mitigation plan with FERC on October 17, 2011. In the October 17, 2011 filing with the FERC, Progress Energy and Duke Energy proposed a “virtual divestiture” under which power up to a certain amount will be offered into the wholesale market rather than the sale or divestiture of physical assets. A virtual divestiture is one option the FERC indicated could be used to mitigate its market power concerns. In the proposal, after native loads have been met, power will be offered to entities serving load in the relevant areas at a price determined by the average incremental cost plus 10 percent. On a day-ahead order confirmation basis, PEC plans to offer 500 megawatt-hours (MWh) during each summer hour, which is less than 4 percent of PEC's summer net capability. Duke Energy Carolinas plans to offer 300 MWh during each summer hour and 225 MWh during each winter hour. On October 31, 2011, Progress Energy and Duke Energy filed a request for a rehearing of the Merger order without withdrawing the previously submitted market power mitigation plan. In the request for rehearing, Progress Energy and Duke Energy asserted that the FERC had departed from its established merger rules in applying a more stringent analysis to assess whether the Merger will result in market power conditions in the Carolinas. We have requested that the FERC address the mitigation plan no later than December 15, 2011. If the FERC accepts the mitigation proposal, we will withdraw the request for a rehearing.
  • On April 4, 2011, Progress Energy and Duke Energy made two additional filings with the FERC. The first filing is a Joint Dispatch Agreement, pursuant to which PEC and Duke Energy Carolinas will agree to jointly dispatch their generation facilities in order to achieve certain of the operating efficiencies expected to result from the Merger. The second filing is a joint open access transmission tariff pursuant to which PEC and Duke Energy Carolinas will agree to provide transmission service over their transmission facilities under a single transmission rate.
  • On March 30, 2011, Progress Energy and Duke Energy made filings with the NRC for approval for indirect transfer of control of licenses for Progress Energy's nuclear facilities to include Duke Energy as the ultimate parent corporation on these licenses. The period to request a hearing or intervene expired in September 2011, and no such requests were received.

    State Regulatory Approvals

  • On April 4, 2011, Progress Energy and Duke Energy filed a merger approval application and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the NCUC. On September 2, 2011, the North Carolina Public Staff filed a settlement agreement with the NCUC. On September 6, 2011, Progress Energy and Duke Energy signed the settlement with the South Carolina Office of Regulatory Staff, a party to the proceedings. If the settlement agreement is approved, Progress Energy and Duke Energy will guarantee $650 million in fuel cost savings for customers in North Carolina and South Carolina between 2012 and 2016, maintain their current level of community support for the next four years, and provide $15 million for low-income energy assistance and workforce development. The parties also agreed that direct merger-related expenses would not be recovered from customers. Recovery of merger-related employee severance costs can be requested separately. The NCUC held hearings regarding these applications on September 20-22, 2011, and proposed orders and/or briefs must be filed by November 14, 2011.
  • On April 25, 2011, Progress Energy and Duke Energy filed a merger-related filing and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the SCPSC. On September 13, 2011, Progress Energy and Duke Energy withdrew the merger-related filing, as the merger of these entities is not likely to occur for several years after the close of the Merger. Hearings before the SCPSC to approve the Joint Dispatch Agreement have been rescheduled for the week of December 12, 2011. The docket will remain open pending the FERC's issuance of its final orders on the merger-related actions before the FERC.
  • On October 28, 2011, the Kentucky Public Service Commission approved Progress Energy's and Duke Energy's merger-related settlement agreement with the Attorney General of the Commonwealth of Kentucky.

Certain Progress Energy shareholders have filed class action lawsuits in the state and federal courts in North Carolina against Progress Energy and each of the members of Progress Energy's board of directors (See Note 15C).

In connection with the Merger, we established an employee retention plan for certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger and the employees' continued employment through a specified time period following the Merger. These payments will be recorded as compensation expense following consummation of the Merger. We estimate the costs of the retention plan to be $14 million.

In connection with the Merger, we announced plans to offer a voluntary severance plan (VSP) to certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger. The window for eligible employees to request a voluntary end to their employment under the VSP opened on November 7, 2011, and will close on November 30, 2011. If the employee is not required to work for a significant period after the consummation of the Merger, the costs of any benefits paid under the VSP will be measured and recorded upon consummation of the Merger. If a significant retention period exists, the costs of any benefits paid under the VSP will be recorded ratably over the remaining service periods of the affected employees.

In addition, we evaluated our business needs for office space after the Merger and formulated an exit plan to vacate one of our corporate headquarters buildings. Under the plan, we will gradually vacate the premises beginning in the fourth quarter of 2011 through January 1, 2013. The estimated exit cost liability associated with this exit plan is $16 million and will be recognized proportionately as we vacate the premises. No exit cost liabilities were recorded at September 30, 2011.

In connection with the Merger, we incurred merger and integration-related costs of $15 million and $36 million, net of tax, for the three and nine months ended September 30, 2011, respectively. These costs are included in operation and maintenance (O&M) expense in our Consolidated Statements of Income.

See Note 25 in the 2010 Form 10-K for additional information regarding the Merger.

PEC
 
Merger Agreement [Line Items] 
Proposed Business Combination Disclosure [Text Block]

2.       MERGER AGREEMENT

On January 8, 2011, Duke Energy Corporation (Duke Energy) and Progress Energy entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Progress Energy will be acquired by Duke Energy in a stock-for-stock transaction (the Merger) and continue as a wholly owned subsidiary of Duke Energy.

Under the terms of the Merger Agreement, each share of Progress Energy common stock will be cancelled and converted into the right to receive 2.6125 shares of Duke Energy common stock. Each outstanding option to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into an option to acquire, or an equity award relating to, 2.6125 shares of Duke Energy common stock. The board of directors of Duke Energy approved a reverse stock split, at a ratio of 1-for-3, subject to completion of the Merger. Accordingly, the adjusted exchange ratio is expected to be 0.87083 of a share of Duke Energy common stock, options and equity awards for each Progress Energy common share, option and equity award.

Consummation of the Merger is subject to customary conditions, including, among others things, approval of the shareholders of each company, expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, and receipt of approvals, to the extent required, from the FERC, the Federal Communications Commission, the NRC, the NCUC, the Kentucky Public Service Commission and the SCPSC. Although there are no merger-specific regulatory approvals required in Indiana, Ohio or Florida, the companies will continue to update the public service commissions in those states on the Merger, as applicable and as required. The status of these matters is as follows, and we cannot predict the outcome of pending approvals:

Shareholder Approval

  • On August 23, 2011, the Merger was approved by the shareholders of Progress Energy and Duke Energy.

    Federal Regulatory Approvals

  • On March 28, 2011, Progress Energy and Duke Energy submitted their Hart-Scott-Rodino filing with the U.S. Department of Justice (DOJ) for review under U.S. antitrust laws. The 30-day waiting period required by the Hart-Scott-Rodino Act expired without Progress Energy or Duke Energy having received requests for additional information. Progress Energy and Duke Energy have met their obligations under the Hart-Scott-Rodino Act.
  • On July 27, 2011, the Federal Communications Commission approved the Assignment of Authorization filings to transfer control of certain licenses. The approval is effective for 180 days.
  • On September 30, 2011, the FERC, which assesses market power-related issues, conditionally approved the merger application filed by Progress Energy and Duke Energy. The approval is subject to the FERC's acceptance of market power mitigation measures to address the FERC's finding that the combined company could have an adverse effect on competition in the North Carolina and South Carolina power markets. Progress Energy and Duke Energy filed a market power mitigation plan with FERC on October 17, 2011. In the October 17, 2011 filing with the FERC, Progress Energy and Duke Energy proposed a “virtual divestiture” under which power up to a certain amount will be offered into the wholesale market rather than the sale or divestiture of physical assets. A virtual divestiture is one option the FERC indicated could be used to mitigate its market power concerns. In the proposal, after native loads have been met, power will be offered to entities serving load in the relevant areas at a price determined by the average incremental cost plus 10 percent. On a day-ahead order confirmation basis, PEC plans to offer 500 megawatt-hours (MWh) during each summer hour, which is less than 4 percent of PEC's summer net capability. Duke Energy Carolinas plans to offer 300 MWh during each summer hour and 225 MWh during each winter hour. On October 31, 2011, Progress Energy and Duke Energy filed a request for a rehearing of the Merger order without withdrawing the previously submitted market power mitigation plan. In the request for rehearing, Progress Energy and Duke Energy asserted that the FERC had departed from its established merger rules in applying a more stringent analysis to assess whether the Merger will result in market power conditions in the Carolinas. We have requested that the FERC address the mitigation plan no later than December 15, 2011. If the FERC accepts the mitigation proposal, we will withdraw the request for a rehearing.
  • On April 4, 2011, Progress Energy and Duke Energy made two additional filings with the FERC. The first filing is a Joint Dispatch Agreement, pursuant to which PEC and Duke Energy Carolinas will agree to jointly dispatch their generation facilities in order to achieve certain of the operating efficiencies expected to result from the Merger. The second filing is a joint open access transmission tariff pursuant to which PEC and Duke Energy Carolinas will agree to provide transmission service over their transmission facilities under a single transmission rate.
  • On March 30, 2011, Progress Energy and Duke Energy made filings with the NRC for approval for indirect transfer of control of licenses for Progress Energy's nuclear facilities to include Duke Energy as the ultimate parent corporation on these licenses. The period to request a hearing or intervene expired in September 2011, and no such requests were received.

    State Regulatory Approvals

  • On April 4, 2011, Progress Energy and Duke Energy filed a merger approval application and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the NCUC. On September 2, 2011, the North Carolina Public Staff filed a settlement agreement with the NCUC. On September 6, 2011, Progress Energy and Duke Energy signed the settlement with the South Carolina Office of Regulatory Staff, a party to the proceedings. If the settlement agreement is approved, Progress Energy and Duke Energy will guarantee $650 million in fuel cost savings for customers in North Carolina and South Carolina between 2012 and 2016, maintain their current level of community support for the next four years, and provide $15 million for low-income energy assistance and workforce development. The parties also agreed that direct merger-related expenses would not be recovered from customers. Recovery of merger-related employee severance costs can be requested separately. The NCUC held hearings regarding these applications on September 20-22, 2011, and proposed orders and/or briefs must be filed by November 14, 2011.
  • On April 25, 2011, Progress Energy and Duke Energy filed a merger-related filing and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the SCPSC. On September 13, 2011, Progress Energy and Duke Energy withdrew the merger-related filing, as the merger of these entities is not likely to occur for several years after the close of the Merger. Hearings before the SCPSC to approve the Joint Dispatch Agreement have been rescheduled for the week of December 12, 2011. The docket will remain open pending the FERC's issuance of its final orders on the merger-related actions before the FERC.
  • On October 28, 2011, the Kentucky Public Service Commission approved Progress Energy's and Duke Energy's merger-related settlement agreement with the Attorney General of the Commonwealth of Kentucky.

Certain Progress Energy shareholders have filed class action lawsuits in the state and federal courts in North Carolina against Progress Energy and each of the members of Progress Energy's board of directors (See Note 15C).

In connection with the Merger, we established an employee retention plan for certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger and the employees' continued employment through a specified time period following the Merger. These payments will be recorded as compensation expense following consummation of the Merger. We estimate the costs of the retention plan to be $14 million.

In connection with the Merger, we announced plans to offer a voluntary severance plan (VSP) to certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger. The window for eligible employees to request a voluntary end to their employment under the VSP opened on November 7, 2011, and will close on November 30, 2011. If the employee is not required to work for a significant period after the consummation of the Merger, the costs of any benefits paid under the VSP will be measured and recorded upon consummation of the Merger. If a significant retention period exists, the costs of any benefits paid under the VSP will be recorded ratably over the remaining service periods of the affected employees.

In addition, we evaluated our business needs for office space after the Merger and formulated an exit plan to vacate one of our corporate headquarters buildings. Under the plan, we will gradually vacate the premises beginning in the fourth quarter of 2011 through January 1, 2013. The estimated exit cost liability associated with this exit plan is $16 million and will be recognized proportionately as we vacate the premises. No exit cost liabilities were recorded at September 30, 2011.

In connection with the Merger, we incurred merger and integration-related costs of $15 million and $36 million, net of tax, for the three and nine months ended September 30, 2011, respectively. These costs are included in operation and maintenance (O&M) expense in our Consolidated Statements of Income.

See Note 25 in the 2010 Form 10-K for additional information regarding the Merger.

PEF
 
Merger Agreement [Line Items] 
Proposed Business Combination Disclosure [Text Block]

2.       MERGER AGREEMENT

On January 8, 2011, Duke Energy Corporation (Duke Energy) and Progress Energy entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Progress Energy will be acquired by Duke Energy in a stock-for-stock transaction (the Merger) and continue as a wholly owned subsidiary of Duke Energy.

Under the terms of the Merger Agreement, each share of Progress Energy common stock will be cancelled and converted into the right to receive 2.6125 shares of Duke Energy common stock. Each outstanding option to acquire, and each outstanding equity award relating to, one share of Progress Energy common stock will be converted into an option to acquire, or an equity award relating to, 2.6125 shares of Duke Energy common stock. The board of directors of Duke Energy approved a reverse stock split, at a ratio of 1-for-3, subject to completion of the Merger. Accordingly, the adjusted exchange ratio is expected to be 0.87083 of a share of Duke Energy common stock, options and equity awards for each Progress Energy common share, option and equity award.

Consummation of the Merger is subject to customary conditions, including, among others things, approval of the shareholders of each company, expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, and receipt of approvals, to the extent required, from the FERC, the Federal Communications Commission, the NRC, the NCUC, the Kentucky Public Service Commission and the SCPSC. Although there are no merger-specific regulatory approvals required in Indiana, Ohio or Florida, the companies will continue to update the public service commissions in those states on the Merger, as applicable and as required. The status of these matters is as follows, and we cannot predict the outcome of pending approvals:

Shareholder Approval

  • On August 23, 2011, the Merger was approved by the shareholders of Progress Energy and Duke Energy.

    Federal Regulatory Approvals

  • On March 28, 2011, Progress Energy and Duke Energy submitted their Hart-Scott-Rodino filing with the U.S. Department of Justice (DOJ) for review under U.S. antitrust laws. The 30-day waiting period required by the Hart-Scott-Rodino Act expired without Progress Energy or Duke Energy having received requests for additional information. Progress Energy and Duke Energy have met their obligations under the Hart-Scott-Rodino Act.
  • On July 27, 2011, the Federal Communications Commission approved the Assignment of Authorization filings to transfer control of certain licenses. The approval is effective for 180 days.
  • On September 30, 2011, the FERC, which assesses market power-related issues, conditionally approved the merger application filed by Progress Energy and Duke Energy. The approval is subject to the FERC's acceptance of market power mitigation measures to address the FERC's finding that the combined company could have an adverse effect on competition in the North Carolina and South Carolina power markets. Progress Energy and Duke Energy filed a market power mitigation plan with FERC on October 17, 2011. In the October 17, 2011 filing with the FERC, Progress Energy and Duke Energy proposed a “virtual divestiture” under which power up to a certain amount will be offered into the wholesale market rather than the sale or divestiture of physical assets. A virtual divestiture is one option the FERC indicated could be used to mitigate its market power concerns. In the proposal, after native loads have been met, power will be offered to entities serving load in the relevant areas at a price determined by the average incremental cost plus 10 percent. On a day-ahead order confirmation basis, PEC plans to offer 500 megawatt-hours (MWh) during each summer hour, which is less than 4 percent of PEC's summer net capability. Duke Energy Carolinas plans to offer 300 MWh during each summer hour and 225 MWh during each winter hour. On October 31, 2011, Progress Energy and Duke Energy filed a request for a rehearing of the Merger order without withdrawing the previously submitted market power mitigation plan. In the request for rehearing, Progress Energy and Duke Energy asserted that the FERC had departed from its established merger rules in applying a more stringent analysis to assess whether the Merger will result in market power conditions in the Carolinas. We have requested that the FERC address the mitigation plan no later than December 15, 2011. If the FERC accepts the mitigation proposal, we will withdraw the request for a rehearing.
  • On April 4, 2011, Progress Energy and Duke Energy made two additional filings with the FERC. The first filing is a Joint Dispatch Agreement, pursuant to which PEC and Duke Energy Carolinas will agree to jointly dispatch their generation facilities in order to achieve certain of the operating efficiencies expected to result from the Merger. The second filing is a joint open access transmission tariff pursuant to which PEC and Duke Energy Carolinas will agree to provide transmission service over their transmission facilities under a single transmission rate.
  • On March 30, 2011, Progress Energy and Duke Energy made filings with the NRC for approval for indirect transfer of control of licenses for Progress Energy's nuclear facilities to include Duke Energy as the ultimate parent corporation on these licenses. The period to request a hearing or intervene expired in September 2011, and no such requests were received.

    State Regulatory Approvals

  • On April 4, 2011, Progress Energy and Duke Energy filed a merger approval application and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the NCUC. On September 2, 2011, the North Carolina Public Staff filed a settlement agreement with the NCUC. On September 6, 2011, Progress Energy and Duke Energy signed the settlement with the South Carolina Office of Regulatory Staff, a party to the proceedings. If the settlement agreement is approved, Progress Energy and Duke Energy will guarantee $650 million in fuel cost savings for customers in North Carolina and South Carolina between 2012 and 2016, maintain their current level of community support for the next four years, and provide $15 million for low-income energy assistance and workforce development. The parties also agreed that direct merger-related expenses would not be recovered from customers. Recovery of merger-related employee severance costs can be requested separately. The NCUC held hearings regarding these applications on September 20-22, 2011, and proposed orders and/or briefs must be filed by November 14, 2011.
  • On April 25, 2011, Progress Energy and Duke Energy filed a merger-related filing and an application for approval of a Joint Dispatch Agreement between PEC and Duke Energy Carolinas with the SCPSC. On September 13, 2011, Progress Energy and Duke Energy withdrew the merger-related filing, as the merger of these entities is not likely to occur for several years after the close of the Merger. Hearings before the SCPSC to approve the Joint Dispatch Agreement have been rescheduled for the week of December 12, 2011. The docket will remain open pending the FERC's issuance of its final orders on the merger-related actions before the FERC.
  • On October 28, 2011, the Kentucky Public Service Commission approved Progress Energy's and Duke Energy's merger-related settlement agreement with the Attorney General of the Commonwealth of Kentucky.

Certain Progress Energy shareholders have filed class action lawsuits in the state and federal courts in North Carolina against Progress Energy and each of the members of Progress Energy's board of directors (See Note 15C).

In connection with the Merger, we established an employee retention plan for certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger and the employees' continued employment through a specified time period following the Merger. These payments will be recorded as compensation expense following consummation of the Merger. We estimate the costs of the retention plan to be $14 million.

In connection with the Merger, we announced plans to offer a voluntary severance plan (VSP) to certain eligible employees. Payments under the plan are contingent upon the consummation of the Merger. The window for eligible employees to request a voluntary end to their employment under the VSP opened on November 7, 2011, and will close on November 30, 2011. If the employee is not required to work for a significant period after the consummation of the Merger, the costs of any benefits paid under the VSP will be measured and recorded upon consummation of the Merger. If a significant retention period exists, the costs of any benefits paid under the VSP will be recorded ratably over the remaining service periods of the affected employees.

In addition, we evaluated our business needs for office space after the Merger and formulated an exit plan to vacate one of our corporate headquarters buildings. Under the plan, we will gradually vacate the premises beginning in the fourth quarter of 2011 through January 1, 2013. The estimated exit cost liability associated with this exit plan is $16 million and will be recognized proportionately as we vacate the premises. No exit cost liabilities were recorded at September 30, 2011.

In connection with the Merger, we incurred merger and integration-related costs of $15 million and $36 million, net of tax, for the three and nine months ended September 30, 2011, respectively. These costs are included in operation and maintenance (O&M) expense in our Consolidated Statements of Income.

See Note 25 in the 2010 Form 10-K for additional information regarding the Merger.