8-K

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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): August 21, 2014

Commission file number	Registrant, State of Incorporation or Organization,Address of Principal Executive Offices, and Telephone Number	IRS Employer Identification No.
1-32853	DUKE ENERGY CORPORATION (a Delaware corporation) 550 South Tryon Street Charlotte, North Carolina 28202-1803 704-382-3853	20-2777218
1-1232	DUKE ENERGY OHIO, INC. (an Ohio corporation) 139 East Fourth Street Cincinnati, Ohio 45202 (704) 382-3853	31-0240030

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:

oWritten 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 1.01.Entry into a Material Definitive Agreement.

On August 21, 2014, Duke Energy SAM, LLC, a subsidiary of Duke Energy Corporation (“Duke Energy”) and Duke Energy Ohio, Inc. (the “Company”), and Duke Energy Commercial Enterprises, Inc., a subsidiary of Duke Energy, entered into an agreement to sell the Company’s Midwest commercial generation business to Dynegy Resource I, LLC, a subsidiary of Dynegy Inc. (“Dynegy”), for approximately $2.8 billion in cash.  The purchase price is subject to adjustment at closing based upon changes in working capital and capital expenditures, compared to targeted amounts.  Estimated transaction costs are approximately $30 to $40 million.

Included in the assets to be sold are the Company’s ownership interests in approximately 6,100 megawatts of coal, natural gas generation and oil-fired generation in the PJM Interconnection wholesale market as well as Duke Energy Retail Sales, LLC, Duke Energy’s competitive retail business in Ohio, including the Company’s:

·40 percent interest in Conesville Station, a coal facility located in Conesville, Ohio;

·33 percent interest in Killen Station, a coal facility located in Wrightsville, Ohio;

·64 percent interest in Miami Fort Station (Units 7 and 8), a coal facility located in North Bend, Ohio;

·39 percent interest in Stuart Station, a coal facility located in Aberdeen, Ohio;

·46.5 percent interest in Zimmer Generating Station, a coal facility located in Moscow, Ohio;

·100 percent interest in Dicks Creek, a natural gas facility located in Middletown, Ohio;

·100 percent interest Fayette Energy Facility, a natural gas facility located in Masontown, Pennsylvania;

·100 percent interest in Hanging Rock Energy Facility, a natural gas facility located in Ironton, Ohio;

·100 percent interest in Lee Energy Facility, a natural gas facility located in Dixon, Illinois;

·100 percent interest in Washington Energy Facility, a natural gas facility located in Beverly, Ohio; and

·100 percent interest in Miami Fort CT Station, an oil facility located in North Bend, Ohio.

Approximately 460 unionized and non-unionized Midwest commercial generation employees as well as approximately 50 corporate support employees will be made available to Dynegy to interview and offer employment (with substantially comparable compensation and benefits to that immediately prior to closing). Dynegy will assume collective bargaining agreements and maintain such level of benefits for non-unionized employees for at least 12 months after closing. The Company will spin off pension plans and related assets into one or more defined benefit plans sponsored and maintained by Dynegy for the Midwest commercial generation employees and corporate support employees.

The transaction is subject to the approval of the Federal Energy Regulatory Commission, the expiration of the waiting period under the Hart-Scott-Rodino Act (Federal Trade Commission and Department of Justice), and the Company’s release from certain credit support obligations.  The transaction is expected to close in three to six months.

Based upon the purchase price, in third quarter 2014 Duke Energy will recognize an approximate $500 million pre-tax reversal of the $1.4 billion impairment recognized to date in 2014.  The impairment reversal will be treated as a “special item” and excluded from Duke Energy’s adjusted diluted earnings per share.  Duke Energy’s 2014 adjusted diluted earnings per share guidance range of $4.50 - $4.65 includes a full-year of earnings contributions from the Midwest commercial generation business.  Due to the sale transaction, the Midwest commercial generation business will be accounted for as discontinued operations in the Statement of Operations.  Irrespective of discontinued operations accounting treatment, earnings from the Midwest commercial generation business will continue to be included in Duke Energy’s adjusted diluted earnings per share until closing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1 Summary of Agreement to Sell Midwest Generation to Dynegy

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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: August 22, 2014	By:	/s/ Julie S. Janson
	Name:	Julie S. Janson
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary
	DUKE ENERGY OHIO, INC.
Date: August 22, 2014	By:	/s/ Julie S. Janson
	Name:	Julie S. Janson
	Title:	Executive Vice President and Chief Legal Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Summary of Agreement to Sell Midwest Generation to Dynegy

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EX-99.1

Exhibit 99.1

Duke Energy

Summary of Agreement to Sell Midwest Commercial Generation to Dynegy

Background/Overview

·On February 17, 2014, Duke Energy (“the Company”) announced it had initiated a process to exit its non-regulated Midwest Commercial Generation business

·On August 22, 2014, the Company announced it had finalized an agreement to sell its non-regulated Midwest Commercial Generation business to Dynegy for approximately $2.8 billion in cash

·The purchase price is subject to adjustment at closing for changes in working capital and capital expenditures, compared to targeted amounts

·Duke Energy expects approximately $30 - 40 million in transaction costs

·The Board of Directors of both the Company and Dynegy have approved transaction

·Transaction is expected to close in three to six months (closing is estimated for Q4 2014 or Q1 2015)

·Transaction is expected to be accretive to the Company’s adjusted diluted EPS by 2016, including use of proceeds

·Use of proceeds remains under evaluation by the Company and will be determined closer to closing

·Potential options include a combination of (1) reinvestment in growth projects; (2) avoidance of future holding company debt issuances; or (3) stock buybacks

·Citigroup and Morgan Stanley served as financial advisors and Bracewell & Giuliani LLP served as legal counsel to the Company on the transaction

Summary of Asset Purchase Agreement

·Dynegy to purchase Duke Energy’s non-regulated Midwest Commercial Generation business for approximately $2.8 billion in cash

·The purchase price is subject to adjustment at closing for changes in working capital and capital expenditures, compared to targeted amounts

August 22, 2014

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·Primary conditions to closing

·Approval by Federal Energy Regulatory Commission and expiration of the waiting period under the Hart-Scott-Rodino Act (Federal Trade Commission and Department of Justice)

·The Company’s release from certain credit support obligations

Accounting Implications of Asset Purchase Agreement

·Based upon the purchase price, in Q3 2014 Duke Energy will recognize an approximate $500 million pre-tax reversal of the $1.4 billion impairment recognized through Q2 2014

·Impairment reversal will be treated as a “special item” and excluded from the company’s adjusted diluted earnings per share (EPS)

·Duke Energy expects the transaction will result in a taxable gain which will reduce the Company’s net operating loss position for tax purposes and will not result in material cash flow impacts in 2014 or 2015

·Duke Energy’s 2014 adjusted diluted EPS guidance range of $4.50-4.65 includes a full-year of earnings contributions from the non-regulated Midwest Commercial Generation business

·Due to the sale transaction, the non-regulated Midwest Commercial Generation business will be accounted for as discontinued operations in the Statement of Operations

·Irrespective of discontinued operations accounting treatment, earnings from the non-regulated Midwest Commercial Generation business will continue to be included in the Company’s adjusted diluted EPS until closing

Summary of Midwest Generation Portfolio to be Sold

·The non-regulated Midwest Commercial Generation business to be sold to Dynegy consists of ~6,100 megawatts of coal, natural gas and oil-fired generation in the PJM wholesale market as well as Duke Energy Retail Sales, the company’s competitive retail business in Ohio

·Coal generation (~2,700 megawatts)

·Conesville Station, located in Conesville, Ohio (40 percent or 312 megawatts owned by Duke; remainder owned by DP&L and AEP)

·Killen Station, located in Wrightsville, Ohio (33 percent or 204 megawatts owned by Duke; remainder owned by DP&L)

·Miami Fort Station (Units 7 and 8), located in North Bend, Ohio (64 percent or 653 megawatts partially owned by Duke; remainder owned by DP&L)

·Stuart Station, located in Aberdeen, Ohio (39 percent or 904 megawatts owned by Duke; remainder owned by DP&L and AEP)

·Zimmer Generating Station, located in Moscow, Ohio (46.5 percent or 622 megawatts owned by Duke; remainder owned by DP&L and AEP)

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·Natural gas generation (~3,300 megawatts)

·Dicks Creek, located in Middletown, Ohio. (100 percent or 136 megawatts owned by Duke)

·Fayette Energy Facility, located in Masontown, Pa. (100 percent or 640 megawatts owned by Duke)

·Hanging Rock Energy Facility, located in Ironton, Ohio (100 percent or 1,274 megawatts owned by Duke)

·Lee Energy Facility, located in Dixon, Ill. (100 percent or 640 megawatts owned by Duke)

·Washington Energy Facility, located in Beverly, Ohio (100 percent or 637 megawatts owned by Duke)

·Oil generation (~100 megawatts)

·Miami Fort CT Station, located in North Bend, Ohio (100 percent or 68 megawatts owned by Duke)

·The competitive Duke Energy Retail Sales business serves ~7 million megawatt-hours of annual customer load in Ohio

·Not included in the sale and to be retained by the company

·Beckjord Units 5 and 6 (representing 390 megawatts)

·Units 5 and 6 have the potential to be retired by 2015 (Beckjord Units 1-4 have already been retired)

·Contractual interest in Ohio Valley Electric Corporation (OVEC)

·Duke Energy Ohio has requested cost-based recovery of its contractual entitlement in OVEC in its pending Electric Security Plan application filed with the Public Utilities Commission of Ohio in May 2014

·The regulated Duke Energy Ohio and Kentucky utilities are not a part of the sales process

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