VARIABLE INTEREST ENTITIES

A VIE is an entity that is evaluated for consolidation using more than a simple analysis of voting control. The analysis to determine whether an entity is a VIE considers contracts with an entity, credit support for an entity, the adequacy of the equity investment of an entity, and the relationship of voting power to the amount of equity invested in an entity. This analysis is performed either upon the creation of a legal entity or upon the occurrence of an event requiring reevaluation, such as a significant change in an entity’s assets or activities. A qualitative analysis of control determines the party that consolidates a VIE. This assessment is based on (i) what party has the power to direct the most significant activities of the VIE that impact its economic performance, and (ii) what party has rights to receive benefits or is obligated to absorb losses that are significant to the VIE. The analysis of the party that consolidates a VIE is a continual reassessment.

Other than the discussion below related to CRC, no financial support was provided to any of the consolidated VIEs during the six months ended June 30, 2014 and the year ended December 31, 2013, or is expected to be provided in the future, that was not previously contractually required.

CONSOLIDATED VIEs

The table below shows VIEs consolidated and how these entities impact the Condensed Consolidated Balance Sheets.



	June 30, 2014
	Duke Energy
	Duke Energy Carolinas		Duke Energy Progress		Duke Energy Florida
(in millions)	DERF		DEPR		DEFR		CRC		Renewables			Other			Total
ASSETS
Current Assets
Restricted receivables of variable interest entities (net of allowance for doubtful accounts)	$	704	$	471	$	403	$	506	$	17		$	19		$	2,120
Other	—		—		—		—		115			12			127
Investments and Other Assets
Other	—		—		—		—		30			39			69
Property, Plant and Equipment
Property, plant and equipment, cost^(a)	—		—		—		—		1,856			18			1,874
Accumulated depreciation and amortization	—		—		—		—		(214		)	(5		)	(219		)
Regulatory Assets and Deferred Debits
Other	1		—		1		—		33			—			35
Total assets	$	705	$	471	$	404	$	506	$	1,837		$	83		$	4,006
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	—	$	—	$	—	$	—	$	3		$	—		$	3
Taxes accrued	—		—		—		—		4			—			4
Current maturities of long-term debt	—		—		—		—		64			16			80
Other	—		—		—		—		17			11			28
Long-term Debt^(b)	400		300		225		325		863			26			2,139
Deferred Credits and Other Liabilities
Deferred income taxes	—		—		—		—		292			—			292
Asset retirement obligations	—		—		—		—		30			—			30
Other	—		—		—		—		33			9			42
Total liabilities	$	400	$	300	$	225	$	325	$	1,306		$	62		$	2,618
Net assets of consolidated variable interest entities	$	305	$	171	$	179	$	181	$	531		$	21		$	1,388

(a) Restricted as collateral for non-recourse debt of VIEs.

(b) Non-recourse to the general assets of the applicable registrant.



	December 31, 2013
	Duke Energy
	Duke Energy Carolinas		Duke Energy Progress
(in millions)	DERF		DEPR		CRC		Renewables			Other			Total
ASSETS
Current Assets
Restricted receivables of variable interest entities (net of allowance for doubtful accounts)	$	673	$	416	$	595	$	18		$	17		$	1,719
Other	—		—		—		89			12			101
Investments and Other Assets
Other	—		—		—		29			51			80
Property, Plant and Equipment
Property, plant and equipment, cost^(a)	—		—		—		1,662			18			1,680
Accumulated depreciation and amortization	—		—		—		(170		)	(5		)	(175		)
Regulatory Assets and Deferred Debits
Other	1		1		—		34			—			36
Total assets	$	674	$	417	$	595	$	1,662		$	93		$	3,441
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	—	$	—	$	—	$	2		$	—		$	2
Taxes accrued	—		—		—		10			—			10
Current maturities of long-term debt	—		—		—		66			14			80
Other	—		—		—		17			10			27
Long-term Debt^(b)	400		300		325		907			34			1,966
Deferred Credits and Other Liabilities
Deferred income taxes	—		—		—		290			—			290
Asset retirement obligations	—		—		—		26			—			26
Other	1		—		—		17			13			31
Total liabilities	$	401	$	300	$	325	$	1,335		$	71		$	2,432
Net assets of consolidated variable interest entities	$	273	$	117	$	270	$	327		$	22		$	1,009

(a) Restricted as collateral for non-recourse debt of VIEs.

(b) Non-recourse to the general assets of the applicable registrant.

These entities have no requirement to provide liquidity to purchase assets of, or guarantee performance of, these VIEs unless noted in the following paragraphs.

DERF

On a daily basis, Duke Energy Receivables Finance Company, LLC (DERF), a bankruptcy remote, special purpose subsidiary of Duke Energy Carolinas, buys certain accounts receivable arising from the sale of electricity and/or related services from Duke Energy Carolinas. DERF is a wholly owned limited liability company with a separate legal existence from its parent, and its assets are not generally available to creditors of Duke Energy Carolinas. DERF borrows $400 million under a credit facility to buy the receivables. Borrowing is limited to the amount of qualified receivables sold, which is expected to be in excess of the credit facility. The credit facility expires in October 2016 and is reflected on the Condensed Consolidated Balance Sheets as Long-term Debt. The secured credit facility was not structured to meet the criteria for sale accounting treatment under the accounting guidance for transfers and servicing of financial assets.

The most significant activity that impacts the economic performance of DERF is the decisions made to manage delinquent receivables. Duke Energy Carolinas consolidates DERF as it makes those decisions.

DEPR

On a daily basis, Duke Energy Progress Receivables Company, LLC (DEPR), a bankruptcy remote, special purpose subsidiary of Duke Energy Progress formed in 2013, buys certain accounts receivable arising from the sale of electricity and/or related services from Duke Energy Progress. DEPR is a wholly owned limited liability company with a separate legal existence from its parent, and its assets are not generally available to creditors of Duke Energy Progress. DEPR borrows $300 million under a credit facility to buy the receivables. Borrowing is limited to the amount of qualified receivables sold, which is expected to be in excess of the credit facility. The credit facility expires in December 2016 and is reflected on the Condensed Consolidated Balance Sheets as Long-term Debt. The secured credit facility was not structured to meet the criteria for sale accounting treatment under the accounting guidance for transfers and servicing of financial assets.

The most significant activity that impacts the economic performance of DEPR is the decisions made to manage delinquent receivables. Duke Energy Progress consolidates DEPR as it makes those decisions.

DEFR

On a daily basis, Duke Energy Florida Receivables Company, LLC (DEFR), a bankruptcy remote, special purpose subsidiary of Duke Energy Florida formed in 2014, buys certain accounts receivable arising from the sale of electricity and/or related services from Duke Energy Florida. DEFR is a wholly owned limited liability company with a separate legal existence from its parent, and its assets are not generally available to creditors of Duke Energy Florida. DEFR borrows $225 million under a credit facility to buy the receivables. Borrowing is limited to the amount of qualified receivables sold, which is expected to be in excess of the credit facility. The credit facility expires in March 2017 and is reflected on the Condensed Consolidated Balance Sheets as Long-term Debt. The secured credit facility was not structured to meet the criteria for sale accounting treatment under the accounting guidance for transfers and servicing of financial assets.

The most significant activity that impacts the economic performance of DEFR is the decisions made to manage delinquent receivables. Duke Energy Florida consolidates DEFR as it makes those decisions.

CRC

On a revolving basis, CRC buys certain accounts receivable arising from the sale of electricity and/or related services from Duke Energy Ohio and Duke Energy Indiana. Receivables sold are securitized by CRC through a facility managed by two unrelated third parties. The proceeds Duke Energy Ohio and Duke Energy Indiana receive from the sale of receivables to CRC are typically 75 percent cash and 25 percent in the form of a subordinated note from CRC. The subordinated note is a retained interest in the receivables sold. Cash collections from the receivables are the sole source of funds to satisfy the related debt obligation. Depending on experience with collections, additional equity infusions to CRC may be required by Duke Energy to maintain a minimum equity balance of $3 million. There were no infusions to CRC during the three or six months ended June 30, 2014 and 2013, respectively. Borrowings fluctuate based on the amount of receivables sold. The credit facility expires in November 2016.

The secured credit facility is reflected on the Condensed Consolidated Balance Sheets as Long-term Debt. CRC is considered a VIE because (i) equity capitalization is insufficient to support its operations, (ii) power to direct the most significant activities that impact economic performance of the entity are not performed by the equity holder, Cinergy, and (iii) deficiencies in net worth of CRC are not funded by Cinergy, but by Duke Energy. The most significant activity of CRC relates to the decisions made with respect to the management of delinquent receivables. Duke Energy consolidates CRC as it makes these decisions. Neither Duke Energy Ohio nor Duke Energy Indiana consolidate CRC.

Renewables

Certain of Duke Energy’s renewable energy facilities are VIEs due to power purchase agreements with terms that approximate the expected life of the projects. These fixed price agreements effectively transfer commodity price risk to the buyer of the power. Certain other of Duke Energy’s renewable energy facilities are VIEs due to Duke Energy issuing guarantees for debt service and operations and maintenance reserves in support of debt financings. Assets are restricted and cannot be pledged as collateral or sold to third parties without prior approval of debt holders. The most significant activities that impact the economic performance of these renewable energy facilities were decisions associated with siting, negotiating purchase power agreements, engineering, procurement and construction, and decisions associated with ongoing operations and maintenance-related activities. Duke Energy consolidates the entities as it makes all of these decisions.

NON-CONSOLIDATED VIEs

The tables below show VIEs not consolidated and how these entities impact the Condensed Consolidated Balance Sheets.



	June 30, 2014
	Duke Energy						Duke Energy Ohio		Duke Energy Indiana
(in millions)	Renewables		Other		Total		Duke Energy Ohio		Duke Energy Indiana
Receivables	$	—	$	—	$	—	$	68	$	98
Investments in equity method unconsolidated affiliates	152		26		178		—		—
Investments and other assets	—		4		4		—		—
Total assets	$	152	$	30	$	182	$	68	$	98
Other current liabilities	$	—	$	3	$	3	$	—	$	—
Deferred credits and other liabilities	—		14		14		—		—
Total liabilities	$	—	$	17	$	17	$	—	$	—
Net assets (liabilities)	$	152	$	13	$	165	$	68	$	98



	December 31, 2013
	Duke Energy						Duke Energy Ohio		Duke Energy Indiana
(in millions)	Renewables		Other		Total		Duke Energy Ohio		Duke Energy Indiana
Receivables	$	—	$	—	$	—	$	114	$	143
Investments in equity method unconsolidated affiliates	153		60		213		—		—
Intangibles, net	—		96		96		96		—
Investments and other assets	—		4		4		—		—
Total assets	$	153	$	160	$	313	$	210	$	143
Other current liabilities	$	—	$	3	$	3	$	—	$	—
Deferred credits and other liabilities	—		15		15		—		—
Total liabilities	$	—	$	18	$	18	$	—	$	—
Net assets	$	153	$	142	$	295	$	210	$	143

The Duke Energy Registrants are not aware of any situations where the maximum exposure to loss significantly exceeds the carrying values shown above except for the power purchase agreement with OVEC, which is discussed below, and various guarantees, reflected in the table above as Deferred credits and other liabilities.

Renewables

Duke Energy has investments in various renewable energy project entities. Some of these entities are VIEs due to power purchase agreements with terms that approximate the expected life of the project. These fixed price agreements effectively transfer commodity price risk to the buyer of the power. Duke Energy does not consolidate these VIEs because power to direct and control key activities is shared jointly by Duke Energy and other owners.

Other

At December 31, 2013, the most significant of the Other non-consolidated VIEs is Duke Energy Ohio’s 9 percent ownership interest in OVEC. Through its ownership interest in OVEC, Duke Energy Ohio has a contractual arrangement to buy power from OVEC’s power plants through June 2040. Proceeds from the sale of power by OVEC to its power purchase agreement counterparties are designed to be sufficient to meet its operating expenses, fixed costs, debt amortization and interest expense, as well as earn a return on equity. Accordingly, the value of this contract is subject to variability due to fluctuations in power prices and changes in OVEC’s costs of business, including costs associated with its 2,256 MW of coal-fired generation capacity. The initial carrying value of this contract was recorded as an intangible asset when Duke Energy acquired Cinergy in April 2006. The OVEC amount was reclassified to Assets held for sale in conjunction with the planned disposition of the Midwest Generation business in the first quarter of 2014. In the second quarter of 2014, Duke Energy Ohio removed OVEC from the disposal group as it has requested cost-based recovery of OVEC in its 2014 Electric Security Plan (ESP) application.

CRC

See discussion under Consolidated VIEs for additional information related to CRC.

Amounts included in Receivables in the above table for Duke Energy Ohio and Duke Energy Indiana reflect their retained interest in receivables sold to CRC. These subordinated notes held by Duke Energy Ohio and Duke Energy Indiana are stated at fair value and are classified within Receivables in their Condensed Consolidated Balance Sheets. Carrying values of retained interests are determined by allocating carrying value of the receivables between assets sold and interests retained based on relative fair value. The allocated bases of the subordinated notes are not materially different than their face value because (i) the receivables generally turnover in less than two months, (ii) credit losses are reasonably predictable due to the broad customer base and lack of significant concentration, and (iii) the equity in CRC is subordinate to all retained interests and thus would absorb losses first. The hypothetical effect on fair value of the retained interests assuming both a 10 percent and a 20 percent unfavorable variation in credit losses or discount rates is not material due to the short turnover of receivables and historically low credit loss history. Interest accrues to Duke Energy Ohio and Duke Energy Indiana on the retained interests using the acceptable yield method. This method generally approximates the stated rate on the notes since the allocated basis and the face value are nearly equivalent. An impairment charge is recorded against the carrying value of both retained interests and purchased beneficial interest whenever it is determined that an other-than-temporary impairment has occurred.

Key assumptions used in estimating fair value are detailed in the following table.



	Duke Energy Ohio				Duke Energy Indiana
	2014		2013		2014		2013
Anticipated credit loss ratio	0.6	%	0.6	%	0.3	%	0.3	%
Discount rate	1.2	%	1.2	%	1.2	%	1.2	%
Receivable turnover rate	12.8	%	12.8	%	10.5	%	10.3	%

The following table shows the gross and net receivables sold.



	Duke Energy Ohio				Duke Energy Indiana
(in millions)	June 30, 2014		December 31, 2013		June 30, 2014		December 31, 2013
Receivables sold	$	236	$	290	$	311	$	340
Less: Retained interests	68		114		98		143
Net receivables sold	$	168	$	176	$	213	$	197

The following tables show sales and cash flows related to receivables sold.



	Duke Energy Ohio										Duke Energy Indiana
	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended June 30,					Six Months Ended June 30,
(in millions)	2014			2013		2014			2013		2014			2013		2014			2013
Sales
Receivables sold	$	487		$	512	$	1,228		$	1,150	$	679		$	702	$	1,434		$	1,449
Loss recognized on sale	(2		)	3		(6		)	6		(2		)	3		(5		)	6
Cash flows
Cash proceeds from receivables sold	544			539		1,267			1,156		713			721		1,474			1,446
Collection fees received	1			1		1			1		1			1		1			1
Return received on retained interests	1			2		3			3		1			1		3			3

Cash flows from sales of receivables are reflected within Operating Activities on Duke Energy Ohio’s and Duke Energy Indiana’s Condensed Consolidated Statements of Cash Flows.

Collection fees received in connection with servicing transferred accounts receivable are included in Operation, maintenance and other on Duke Energy Ohio’s and Duke Energy Indiana’s Condensed Consolidated Statements of Operations and Comprehensive Income. The loss recognized on sales of receivables is calculated monthly by multiplying receivables sold during the month by the required discount. The required discount is derived monthly utilizing a three-year weighted average formula that considers charge-off history, late charge history, and turnover history on the sold receivables, as well as a component for the time value of money. The discount rate, or component for the time value of money, is calculated monthly by summing the prior month-end LIBOR plus a fixed rate of 1.00 percent.