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8-K - FORM 8-K - Duke Energy CORPd393334d8k.htm
EX-99.1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Duke Energy CORPd393334dex991.htm

Exhibit 99.2

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL DATA

On July 2, 2012, Duke Energy Corporation (Duke Energy) completed the merger contemplated by the Agreement and Plan of Merger (Merger Agreement), among Diamond Acquisition Corporation, a North Carolina corporation and Duke Energy’s wholly owned subsidiary (Merger Sub) and Progress Energy, Inc. (Progress Energy), a North Carolina corporation engaged in the regulated utility business of generation, transmission and distribution and sale of electricity in portions of North Carolina, South Carolina and Florida. As a result of the merger, Merger Sub was merged into Progress Energy and Progress Energy became a wholly owned subsidiary of Duke Energy.

Immediately preceding the merger, Duke Energy completed a 1-for-3 reverse stock split with respect to the issued and outstanding shares of Duke Energy common stock. The shareholders of Duke Energy approved the reverse stock split at Duke Energy’s special meeting of shareholders held on August 23, 2011. All share and per share amounts presented throughout these unaudited pro forma condensed combined consolidated financial statements reflect the impact of the 1-for-3 reverse stock split.

Progress Energy’s shareholders received 0.87083 shares of Duke Energy common stock in exchange for each share of Progress Energy common stock outstanding as of July 2, 2012. Generally, all outstanding Progress Energy equity-based compensation awards were converted into Duke Energy equity-based compensation awards using the same ratio.

The unaudited pro forma condensed combined consolidated statements of operations information for the six months ended June 30, 2012, and the year ended December 31, 2011, give effect to the merger as if it had occurred on January 1, 2011. The unaudited pro forma condensed combined consolidated balance sheet information as of June 30, 2012, gives effect to the merger as if it had occurred on June 30, 2012.

We present the unaudited pro forma condensed combined consolidated financial statements for illustrative purposes only, and they are not necessarily indicative of the results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in this document under the heading “Risk Factors” beginning on page 20. You should read the following selected unaudited pro forma condensed combined consolidated financial information in conjunction with the “Unaudited Pro Forma Condensed Combined Consolidated Financial Information” and related notes included in this document beginning on page 143.

In millions, except per share data

      Six Months
Ended

June  30, 2012
     Year Ended
December 31,
2011
 

Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations Information:

     

Operating Revenues

   $ 11,557       $ 23,404   

Income From Continuing Operations

     983         2,381   

Net Income From Continuing Operations Attributable to Controlling Interests

     972         2,366   

Basic Earnings Per Share From Continuing Operations Attributable to Common Shareholders (1)

     1.38         3.37   

Diluted Earnings Per Share From Continuing Operations Attributable to Common Shareholders (1)

     1.38         3.37   

 

In millions    As of
June 30, 2012
 

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet Information:

  

Cash, Cash Equivalents and Short Term Investments

   $ 1,833   

Total Assets

     110,550   

Long-Term Debt (2)

     36,955   

Total Liabilities (3)

     32,942   

Total Shareholders’ Equity

     40,460   

Total Capitalization (4)

     77,608   

Total Liabilities and Capitalization

     110,550   

 

(1) Assuming exchange ratio of 0.87083, following the 1-for-3 reverse stock split.
(2) Includes long-term debt due within one year.
(3) Excludes long-term debt and preferred stock.
(4) Includes long-term debt due within one year, preferred stock and noncontrolling interests. Excludes notes payable and commercial paper.

 

1


COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA

The following tables present: (1) historical per share information for Duke Energy; (2) pro forma per share information of the combined company after giving effect to the merger; and (3) historical and equivalent pro forma per share information for Progress Energy.

We derived the combined company pro forma per share information primarily by combining information from the historical consolidated financial statements of Duke Energy and Progress Energy. You should read these tables together with the historical consolidated financial statements of Duke Energy and Progress Energy that are filed with the SEC. You should not rely on the pro forma per share information as being necessarily indicative of actual results had the merger occurred on January 1, 2011, for statement of operations purposes or June 30, 2012, for book value per share data.

$ per share

      For the Six months Ended June 30, 2012  
     Duke Energy     Progress Energy  
     Historical      Pro Forma
Combined
    Historical      Pro Forma
Combined
 

Per share data assuming exchange ratio of 0.87083, adjusted to reflect 1-for-3 reverse stock split:

  

Basic Earnings Per Share From Continuing Operations Attributable to Common Shareholders

     1.65         1.38        0.70         1.20 (4) 

Diluted Earnings Per Share From Continuing Operations Attributable to Common Shareholders

     1.65         1.38        0.70         1.20 (4) 

Book value per share (1)

     50.48         57.61        33.45         50.17 (4) 

Cash dividends declared per share (3)

     2.265         2.265 (2)      1.24         1.97 (4) 
          
  

 

 

 
     For the Year Ended December 31, 2011  
     Duke Energy     Progress Energy  
     Historical      Pro Forma
Combined
    Historical      Pro Forma
Combined
 

Per share data assuming exchange ratio of 0.87083, adjusted to reflect 1-for-3 reverse stock split:

   

  

Basic Earnings Per Share From Continuing Operations Attributable to Common Shareholders

     3.84         3.37        1.96         2.93 (4) 

Diluted Earnings Per Share From Continuing Operations Attributable to Common Shareholders

     3.84         3.37        1.96         2.93 (4) 

Cash dividends declared per share (3)

     2.97         2.97 (2)      2.119         2.59 (4) 

 

(1) Historical book value per share is computed by dividing total equity by the number of shares of Duke Energy or Progress Energy stock outstanding, as applicable. Pro forma combined book value per share is computed by dividing pro forma combined total equity by the pro forma combined number of shares of Duke Energy common stock that would have been outstanding as of June 30, 2012, had the merger been completed on that date.
(2) The Duke Energy pro forma combined cash dividends declared per common share represent Duke Energy’s historical cash dividends declared per common share, as adjusted for the 1-for-3 reverse stock split.
(3) Assumes the Duke Energy board of directors adjusted the dividend level to maintain Duke Energy’s dividend policy following the reverse stock split that occurred on July 2, 2012.
(4) Derived by multiplying the combined company pro forma per share information by 0.87083, the merger exchange ratio after adjustment for the reverse stock split.

 

2


UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

FINANCIAL STATEMENTS

The Unaudited Pro Forma Condensed Combined Consolidated Financial Statements (which we refer to as the pro forma financial statements) have been primarily derived from the historical consolidated financial statements of Duke Energy and Progress Energy.

The Unaudited Pro Forma Condensed Combined Consolidated Statements of Operations (which we refer to as the pro forma statements of operations) for the six months ended June 30, 2012 and the year ended December 31, 2011, give effect to the merger as if it were completed on January 1, 2011. The Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet (which we refer to as the pro forma balance sheet) as of June 30, 2012, gives effect to the merger as if it were completed on June 30, 2012.

The merger agreement provided that each outstanding share of Progress Energy common stock (other than shares owned by Progress Energy (other than in a fiduciary capacity), Duke Energy, or Diamond Acquisition Corporation, which were cancelled) was converted into the right to receive 0.87083 shares of Duke Energy common stock reflecting the 1-for-3 reverse stock split that was completed on July 2, 2012, just prior to the closing of the merger. The pro forma statements of operations illustrates pro forma earnings per common share and weighted average common shares outstanding based on the reverse stock split adjusted exchange ratio of 0.87083.

The historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are: (1) directly attributable to the merger; (2) factually supportable; and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of Duke Energy and Progress Energy. As such, the impact from merger-related expenses is not included in the accompanying pro forma statements of operations. However, the impact of estimated future merger-related expenses is reflected in the pro forma balance sheet as an increase to accounts payable and a decrease to retained earnings.

The pro forma financial statements do not reflect any cost savings from operating efficiencies (e.g., savings related to fuel and joint dispatch of the combined entity’s generation) or associated costs to achieve such savings (e.g., potential costs associated with a wholesale market power mitigation plan, which are disclosed in Duke Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012), synergies or other restructuring that are expected to result from the merger. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that will impact the financial statements as a result of the merger. In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the combined company. Transactions between Progress Energy and Duke Energy during the periods presented in the pro forma financial statements have been eliminated as if Duke Energy and Progress Energy were consolidated affiliates during the periods.

United States generally accepted accounting principles require that one party to the merger be identified as the acquirer. In accordance with these standards, the merger of Duke Energy and Progress Energy will be accounted for as an acquisition of Progress Energy common stock by Duke Energy and will follow the acquisition method of accounting for business combinations. The purchase price was determined on the acquisition date based upon the fair value of the shares of Duke Energy common stock issued in the merger. The purchase price for the pro forma financial statements is based on the closing price of Duke Energy common stock on the NYSE on July 2, 2012, of $69.84 per share, which reflects the 1-for-3 reverse stock split, and the exchange of Progress Energy’s outstanding shares of common stock for the right to receive 0.87083 shares of Duke Energy common stock (refer to Note 2 to the pro forma financial statements for additional information related to the preliminary purchase price).

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in connection with the pro forma financial statements. Since the pro forma financial statements have been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed and the final purchase price.

The pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of results of operations and financial position that would have been achieved had the pro forma events taken place on the dates indicated, or the future consolidated results of operations or financial position of the combined company.

 

3


The following pro forma financial statements should be read in conjunction with:

 

   

the accompanying notes to the pro forma financial statements;

 

   

the separate historical consolidated financial statements of Duke Energy as of and for the year ended December 31, 2011, included in Duke Energy’s Annual Report on Form 10-K;

 

   

the separate historical unaudited condensed consolidated interim financial statements of Duke Energy as of and for the three and six months ended June 30, 2012, included in Duke Energy’s Quarterly Report on Form 10-Q;

 

   

the separate historical consolidated financial statements of Progress Energy as of and for the year ended December 31, 2011, included in Progress Energy’s Annual Report on Form 10-K;

 

   

the separate historical unaudited condensed consolidated interim financial statements of Progress Energy as of and for the three and six months ended June 30, 2012, included in Progress Energy’s Quarterly Report on Form 10-Q;

 

   

the other information contained in or incorporated by reference into this document.

 

4


DUKE ENERGY CORPORATION AND PROGRESS ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2012

(In millions, except per-share amounts)

 

    Duke  Energy
Corporation

3(a)
    Progress
Energy,  Inc.

3(a)
    Pro Forma
Adjustments
    Note 3     Pro Forma
Combined
 

Operating Revenues:

         

Regulated electric

  $ 5,129      $ 4,365      $ (15     (b)      $ 9,479   

Non-regulated electric, natural gas and other

    1,826        —          —            1,826   

Regulated natural gas

    252        —          —            252   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating revenues

    7,207        4,365        (15       11,557   
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating Expenses:

         

Fuel used in electric generation and purchased power - regulated

    1,626        1,888        (15     (b)        3,499   

Fuel used in electric generation and purchased power - non-regulated

    844        —          —            844   

Cost of natural gas and coal sold

    144        —          —            144   

Operation, maintenance and other

    1,608        1,161        (23     (c)        2,746   

Depreciation and amortization

    954        397        —            1,351   

Property and other taxes

    355        280        —            635   

Goodwill and other impairment charges

    402        —          —            402   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

    5,933        3,726        (38       9,621   
 

 

 

   

 

 

   

 

 

     

 

 

 

Gains on Sales of Other Assets and Other, net

    7        —          —            7   
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating Income

    1,281        639        23          1,943   
 

 

 

   

 

 

   

 

 

     

 

 

 

Other Income and Expenses, net

    238        65        —            303   

Interest Expense, net

    456        377        (23     (d)        810   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income From Continuing Operations Before Income Taxes

    1,063        327        46          1,436   

Income Tax Expense from Continuing Operations

    317        118        18        (e)        453   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income From Continuing Operations

    746        209        28          983   

Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests

    8        3        —            11   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net Income from Continuing Operations Attributable to Controlling Interests

  $ 738      $ 206      $ 28        $ 972   
 

 

 

   

 

 

   

 

 

     

 

 

 

Pro Forma Earnings per Common Share and Common Shares Outstanding, Assuming Exchange Ratio of 0.87083, Adjusted for 1-for-3 Reverse Stock Split

   

Basic Earnings Per Share From Continuing Operations Attributable to Common Shareholders

  $ 1.65      $ 0.70          $ 1.38   

Diluted Earnings Per Share From Continuing Operations Attributable to Common Shareholders

  $ 1.65      $ 0.70          $ 1.38   

Weighted Average Common Shares Outstanding

         

Basic

    446        297        (38     (f     705   

Diluted

    446        297        (38     (f     705   

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, which are an integral part of these statements.

 

5


DUKE ENERGY CORPORATION AND PROGRESS ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2011

(In millions, except per-share amounts)

 

    Duke Energy
Corporation 3(a)
    Progress
Energy, Inc. 3(a)
    Pro Forma
Adjustments
    Note 3     Pro Forma
Combined
 

Operating Revenues:

         

Regulated electric

  $ 10,589      $ 8,907      $ (32     (b)      $ 19,464   

Non-regulated electric, natural gas and other

    3,383        —          —            3,383   

Regulated natural gas

    557        —          —            557   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating revenues

    14,529        8,907        (32       23,404   
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating Expenses:

         

Fuel used in electric generation and purchased power - regulated

    3,309        4,022        (32     (b     7,299   

Fuel used in electric generation and purchased power - non-regulated

    1,488        —          —            1,488   

Cost of natural gas and coal sold

    348        —          —            348   

Operation, maintenance and other

    3,770        2,034        (85     (c     5,719   

Depreciation and amortization

    1,806        701        —            2,507   

Property and other taxes

    704        562        —            1,266   

Goodwill and other impairment charges

    335        —          —            335   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total operating expenses

    11,760        7,319        (117       18,962   
 

 

 

   

 

 

   

 

 

     

 

 

 

Gains on Sales of Other Assets and Other, net

    8        —          —            8   
 

 

 

   

 

 

   

 

 

     

 

 

 

Operating Income

    2,777        1,588        85          4,450   
 

 

 

   

 

 

   

 

 

     

 

 

 

Other Income and Expenses, net

    547        47        —            594   

Interest Expense, net

    859        725        (47     (d)        1,537   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income From Continuing Operations Before Income Taxes

    2,465        910        132          3,507   

Income Tax Expense from Continuing Operations

    752        323        51        (e)        1,126   
 

 

 

   

 

 

   

 

 

     

 

 

 

Income From Continuing Operations

    1,713        587        81          2,381   

Less: Net Income from Continuing Operations Attributable to Noncontrolling Interests

    8        7        —            15   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net Income from Continuing Operations Attributable to Controlling Interests

  $ 1,705      $ 580      $ 81        $ 2,366   
 

 

 

   

 

 

   

 

 

     

 

 

 

Pro Forma Earnings per Common Share and Common Shares Outstanding, Assuming Exchange Ratio of 0.87083, Adjusted for 1-for-3 Reverse Stock Split

   

Basic Earnings Per Share From Continuing Operations Attributable to Common Shareholders

  $ 3.84      $ 1.96          $ 3.37   

Diluted Earnings Per Share From Continuing Operations Attributable to Common Shareholders

  $ 3.84      $ 1.96          $ 3.37   

Weighted Average Common Shares Outstanding

         

Basic

    444        296        (38     (f     702   

Diluted

    444        296        (38     (f     702   

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, which are an integral part of these statements.

 

6


DUKE ENERGY CORPORATION AND PROGRESS ENERGY, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

As of June 30, 2012

(In millions)

 

    Duke Energy
Corporation 3(a)
    Progress
Energy, Inc. 3(a)
    Pro Forma
Adjustments
    Note 3   Pro Forma
Combined
 

ASSETS

         

Current Assets

         

Cash, cash equivalents and short term investments

  $ 1,760      $ 73      $ —          $ 1,833   

Receivables, net

    1,843        849        —            2,692   

Inventory

    1,762        1,427        (9   (g)     3,180   

Other

    1,122        1,038        (92   (h)(m)(r)     2,068   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total current assets

    6,487        3,387        (101       9,773   
 

 

 

   

 

 

   

 

 

     

 

 

 

Investments and Other Assets

         

Nuclear decommissioning trust funds

    2,204        1,757        —            3,961   

Goodwill

    3,842        3,655        8,632      (i)     16,129   

Other

    2,906        511        4      (j)(m)     3,421   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total investments and other assets

    8,952        5,923        8,636          23,511   
 

 

 

   

 

 

   

 

 

     

 

 

 

Property, Plant and Equipment

         

Cost

    62,975        36,259        811      (p)     100,045   

Less accumulated depreciation and amortization

    19,188        13,262        —            32,450   
 

 

 

   

 

 

   

 

 

     

 

 

 

Net property, plant and equipment

    43,787        22,997        811          67,595   
 

 

 

   

 

 

   

 

 

     

 

 

 

Regulatory Assets and Deferred Debits

    3,805        3,447        2,419      (h)(m)(o)(p)(r)     9,671   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Assets

  $ 63,031      $ 35,754      $ 11,765        $ 110,550   
 

 

 

   

 

 

   

 

 

     

 

 

 

LIABILITIES AND EQUITY

         

Current Liabilities

         

Accounts payable

  $ 1,160      $ 907      $ 50      (k)   $ 2,117   

Notes payable and commercial paper

    1,062        345        —            1,407   

Current maturities of long-term debt

    1,870        937        13      (n)     2,820   

Other

    2,047        1,381        (47   (m)     3,381   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total current liabilities

    6,139        3,570        16          9,725   
 

 

 

   

 

 

   

 

 

     

 

 

 

Long-term Debt

    18,454        13,322        2,359      (n)     34,135   
 

 

 

   

 

 

   

 

 

     

 

 

 

Deferred Credits and Other Liabilities

         

Deferred income taxes

    7,914        2,517        (332   (l)(r)     10,099   

Investment tax credits

    379        99        —            478   

Accrued pension & other post-retirement benefit costs

    829        1,656        173      (o)     2,658   

Asset retirement obligations

    1,999        1,299        1,496      (p)     4,794   

Regulatory liabilities

    2,981        2,642        (8   (m)     5,615   

Other

    1,820        656        (83   (m) (q)     2,393   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total deferred credits and other liabilities

    15,922        8,869        1,246          26,037   
 

 

 

   

 

 

   

 

 

     

 

 

 

Commitments and Contingencies

         

Preferred stock of subsidiaries

    —          93        —            93   

Equity

         

Common stock

    1        7,465        (7,464   (r)     2   

Additional paid-in capital

    21,140        —          18,070      (r)     39,210   

Retained earnings

    1,598        2,596        (2,626   (r)     1,568   

Accumulated other comprehensive income (loss)

    (320     (164     164      (r)     (320
 

 

 

   

 

 

   

 

 

     

 

 

 

Total shareholders’ equity

    22,419        9,897        8,144          40,460   

Noncontrolling interests

    97        3        —            100   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total equity

    22,516        9,900        8,144          40,560   
 

 

 

   

 

 

   

 

 

     

 

 

 

Total Liabilities and Equity

  $ 63,031      $ 35,754      $ 11,765        $ 110,550   
 

 

 

   

 

 

   

 

 

     

 

 

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Consolidated Financial Statements, which are an integral part of these statements.

 

7


NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Pro Forma Presentation

The pro forma statements of operations for the six months ended June 30, 2012, and the year ended December 31, 2011, give effect to the merger as if it were completed on January 1, 2011. The pro forma balance sheet as of June 30, 2012, gives effect to the merger as if it were completed on June 30, 2012.

The pro forma financial statements have been derived from the historical consolidated financial statements of Duke Energy and Progress Energy. Assumptions and estimates underlying the pro forma adjustments are described in these notes, which should be read in conjunction with the pro forma financial statements. Since the pro forma financial statements have been prepared based upon preliminary estimates, the final amounts recorded upon closing of the merger may differ materially from the information presented. These estimates are subject to change pending further review of the assets acquired and liabilities assumed.

The merger is reflected in the pro forma financial statements as an acquisition of Progress Energy by Duke Energy, based on the guidance provided by accounting standards for business combinations. Under these accounting standards, the total estimated purchase price is calculated as described in Note 2 to the pro forma financial statements, and the assets acquired and the liabilities assumed have been measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Duke Energy has applied the accounting guidance for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions of the merger, including historical and current market data. The pro forma adjustments included herein are preliminary and will be revised as additional information becomes available and as additional analyses are performed. The final purchase price allocation has not yet been completed as a result of the short time period between the closing of the merger and the filing of this Form 8-K, and the final amounts recorded for the merger may differ materially from the information presented.

Estimated merger-related costs have been excluded from the pro forma statements of operations as they reflect non-recurring charges directly related to the merger. However, the anticipated transaction costs are reflected in the pro forma balance sheet as an increase to accounts payable and a decrease to retained earnings.

The pro forma financial statements do not reflect any cost savings from operating efficiencies (e.g., savings related to fuel and joint dispatch of the combined entity’s generation) or associated costs to achieve such savings (e.g., potential costs associated with a wholesale market power mitigation plan, which are disclosed in Duke Energy’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012), synergies or other restructuring that is expected to result from the merger. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that will impact the financial statements as a result of the merger.

Progress Energy’s regulated operations comprise electric generation, transmission and distribution operations. These operations are subject to the rate-setting authority of the Federal Energy Regulatory Commission, the North Carolina Utilities Commission, the Public Service Commission of South Carolina, and the Florida Public Service Commission and are accounted for pursuant to U.S. generally accepted accounting principles, including the accounting guidance for regulated operations. The rate-setting and cost recovery provisions currently in place for Progress Energy’s regulated operations provide revenues derived from costs including a return on investment of assets and liabilities included in rate base. Thus, the fair values of Progress Energy’s tangible and intangible assets and liabilities subject to these rate-setting provisions approximate their carrying values, and the pro forma financial statements do not reflect any net adjustments related to these amounts.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 2. Preliminary Purchase Price

The merger agreement provided that each outstanding share of Progress Energy common stock (other than shares owned by Progress Energy (other than in a fiduciary capacity), Duke Energy, or Diamond Acquisition Corporation, which were cancelled) was converted into the right to receive 0.87083 shares of Duke Energy common stock reflecting the 1-for-3 reverse stock split that was completed on July 2, 2012, just prior to the closing of the merger.

The purchase price for the merger is estimated as follows (shares in thousands):

 

Progress Energy shares outstanding as of July 2, 2012

     296,116   

Exchange ratio

     0.87083   
  

 

 

 

Duke Energy shares issued for Progress Energy shares outstanding

     257,867   

Closing price of Duke Energy common stock on July 2, 2012

   $ 69.84   
  

 

 

 

Purchase price (in millions) for common stock

   $ 18,009   

Fair value of outstanding earned stock compensation awards (in millions)

   $ 62   
  

 

 

 

Total estimated purchase price (in millions)

   $ 18,071   
  

 

 

 

The preliminary purchase price was computed using Progress Energy’s outstanding shares as of July 2, 2012, adjusted for the exchange ratio. The preliminary purchase price reflects the market value of Duke Energy’s common stock issued in connection with the merger based on the closing price of Duke Energy’s common stock on July 2, 2012, after the 1-for-3 reverse stock split. The preliminary purchase price also reflects the total estimated fair value of Progress Energy stock compensation awards outstanding as of July 2, 2012, excluding the value associated with employee service yet to be rendered.

The preliminary fair value of the outstanding stock compensation awards is subject to revision until the valuations are completed and to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.

Note 3. Adjustments to Pro Forma Financial Statements

The pro forma adjustments included in the pro forma financial statements are as follows:

(a) Duke Energy and Progress Energy historical presentation. Based on the amounts reported in the consolidated statements of operations and balance sheets of Duke Energy and Progress Energy as of and for the six months ended June 30, 2012, and in the consolidated statements of operations of Duke Energy and Progress Energy for the year ended December 31, 2011, certain financial statement line items included in Progress Energy’s historical presentation have been reclassified to conform to corresponding financial statement line items included in Duke Energy’s historical presentation. These reclassifications have no material impact on the historical operating income, net income from continuing operations attributable to controlling interests, total assets, liabilities or shareholders’ equity reported by Duke Energy or Progress Energy. The accompanying pro forma statements of operations exclude the results of discontinued operations.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Additionally, based on Duke Energy’s review of Progress Energy’s summary of significant accounting policies disclosed in Progress Energy’s financial statements and preliminary discussions with Progress Energy management, the nature and amount of any adjustments to the historical financial statements of Progress Energy to conform its accounting policies to those of Duke Energy are not expected to be material. Upon completion of the merger, further review of Progress Energy’s accounting policies and financial statements may result in revisions to Progress Energy’s policies and classifications to conform to Duke Energy.

The allocation of the preliminary purchase price to the fair values of assets acquired and liabilities assumed includes pro forma adjustments to reflect the fair values of Progress Energy’s assets and liabilities. The allocation of the preliminary purchase price is as follows (in millions):

 

Current Assets

   $ 3,266   

Property, Plant and Equipment, Net

     23,808   

Goodwill

     12,287   

Other Long-Term Assets, excluding Goodwill

     8,138   
  

 

 

 

Total Assets

     47,499   

Current Liabilities, including Current Maturities of Long-Term Debt

     (3,536

Long-Term Liabilities, Preferred Stock and Noncontrolling interests

     (10,211

Long-Term Debt

     (15,681
  

 

 

 

Total Liabilities and Preferred Stock

     (29,428
  

 

 

 

Total Estimated Purchase Price (in millions)

   $ 18,071   
  

 

 

 

Adjustments to Pro Forma Condensed Combined Consolidated Statements of Operations

(b) Operating Revenues – Regulated Electric and Operating Expenses – Fuel Used in Electric Generation and Purchase Power – Regulated. Primarily reflects the elimination of electric transmission transactions between Duke Energy and Progress Energy that occurred during the six months ended June 30, 2012, and the year ended December 31, 2011, as if Duke Energy and Progress Energy were consolidated affiliates during the periods.

(c) Operating Expenses – Operation, Maintenance and Other. Reflects the elimination of approximately $23 million for the six months ended June 30, 2012, and approximately $85 million for the year ended December 31, 2011, in nonrecurring transaction and integration costs directly attributable to the merger. Also refer to Note 3(k).

(d) Interest Expense. The net adjustment amount reflects a reduction in interest expense as a result of the amortization of the pro forma fair value adjustment of Progress Energy’s parent company debt ($18 million for the six months ended June 30, 2012 and $40 million for the year ended December 31, 2011) and the elimination of amortization of deferred costs related to this debt ($5 million for the six months ended June 30, 2012, and $7 million for the year ended December 31, 2011). The effect of the fair value adjustment is being amortized as a reduction to interest expense over the remaining life of the individual debt issuances, with the longest amortization period being approximately 27 years. The portion of the adjustment related to Progress Energy’s regulated company debt is offset by a net increase to regulatory assets, and amortization of these adjustments ($49 million for the six months ended June 30, 2012, and $97 million for the year ended December 31, 2011) offset each other with no effect on earnings.

(e) Income Tax Expense. The pro forma adjustments include the income tax effects of the pro forma adjustments calculated using an estimated statutory income tax rate of 39%. This estimated tax rate is different from Duke Energy’s effective tax rate for the six months ended June 30, 2012, and the year ended December 31, 2011, which include other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the combined company.

(f) Shares Outstanding. Reflects the elimination of Progress Energy’s common stock and the issuance of 258 million common shares of Duke Energy using the using the adjusted exchange ratio of 0.87083, which reflects the 1-for-3 reverse stock split, as discussed in Note 2.

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The pro forma weighted average number of basic shares outstanding is calculated by adding Duke Energy’s weighted average number of basic shares outstanding for the six months ended June 30, 2012, and for the year ended December 31, 2011, (presented reflecting the 1-for-3 reverse stock split), and the number of Duke Energy shares issued to Progress Energy shareholders as a result of the merger. The pro forma weighted average number of diluted shares outstanding is calculated by adding Duke Energy’s weighted average number of diluted shares outstanding for the six months ended June 30, 2012, and for the year ended December 31, 2011 (presented reflecting the 1-for-3 reverse stock split), and the number of Duke Energy shares issued as a result of the merger.

 

Share amounts in millions

   Six months
Ended

June 30,
2012 *
     Year Ended
December 31,
2011
 

Basic:

     

Duke Energy weighted average shares outstanding

     446         444   

Equivalent Progress Energy common shares after exchange

     258         257   

Progress Energy employee equity-based awards outstanding

     1         1   
  

 

 

    

 

 

 
     705         702   
  

 

 

    

 

 

 

Diluted:

     

Duke Energy weighted average shares outstanding

     446         444   

Equivalent Progress Energy common shares after exchange

     258         257   

Progress Energy employee equity-based awards outstanding

     1         1   
  

 

 

    

 

 

 
     705         702   
  

 

 

    

 

 

 

 

* Refer to Note 2 for supporting calculation.

Adjustments to Pro Forma Condensed Combined Consolidated Balance Sheet

(g) Inventory. Emission allowances and renewable energy certificates, accounted for as inventory by Progress Energy, have been reclassified as intangible assets within Investments and Other Assets—Other, to conform to Duke Energy’s accounting policy (decrease of $9 million).

(h) Regulatory Assets and Deferred Debits. Includes a pro forma net increase of $1,431 million to regulatory assets and deferred debits, $13 million increase in other current assets and $1,444 million increase in long-term debt, to reflect the fair values of debt instruments of Progress Energy’s regulated subsidiaries, as described in Note 3(n). An estimate of the future amortization of this regulatory asset fair value adjustment that will be recorded over the next five years, which will offset a portion of the debt fair value adjustment amortization (related to regulated operations) described in Note 3(n), is as follows (in millions).

 

     Preliminary Annual
Amortization, pre-tax
 

2012

   $ 97   

2013

     92   

2014

     87   

2015

     81   

2016

     64   

Also, regulatory assets and deferred debits were reduced by $24 million to eliminate deferred costs on parent company debt. Additional adjustments to regulatory assets are discussed in Note 3(m) (decrease to regulatory assets of $8 million), Note 3(o) (increase in regulatory assets of $173 million), Note 3(p) (increase in regulatory assets of $685 million) and Note 3(r) (increase in regulatory assets of $162 million).

 

11


NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(i) Goodwill. Reflects the preliminary estimate of the excess of the purchase price paid over the fair value of Progress Energy’s identifiable assets acquired and liabilities assumed. The estimated purchase price of the transaction, based on the closing price of Duke Energy’s common stock on the NYSE on July 2, 2012, and the excess purchase price over the fair value of the identifiable net assets acquired is calculated as follows (in millions):

 

Purchase price

   $ 18,071   

Less: Fair value of net assets acquired

     (5,784

Less: Progress Energy existing goodwill

     (3,655
  

 

 

 

Pro forma goodwill adjustment

   $ 8,632   
  

 

 

 

The goodwill resulting from the merger, based on the preliminary purchase price, is estimated to be $12,287 million.

(j) Other Long-Term Assets. Reflects the reclassification of emission allowances and renewable energy certificates from inventory (increase of $9 million, as described in Note 3(g)) offset by a decrease of $5 million as described in Note 3(m).

(k) Accounts Payable. Represents the accrual for estimated non-recurring merger transaction costs of approximately $50 million for the combined companies to be incurred after June 30, 2012.

(l) Deferred Income Taxes. Primarily represents the estimated net deferred tax asset, based on the estimated post-merger composite domestic statutory tax rate of 39% multiplied by the fair value adjustments recorded to the assets acquired and liabilities assumed, excluding goodwill. This estimated tax rate is different from Duke Energy’s effective tax rate for the six months ended June 30, 2012, and the year ended December 31, 2011, which include other tax charges or benefits, and does not take into account any historical or possible future tax events that may impact the combined company.

(m) Derivative Assets and Liabilities. Represents a pro forma adjustment to conform Progress Energy’s accounting policy of presenting derivative mark-to-market and posted collateral amounts on a gross basis, with Duke Energy’s accounting policy to net derivative mark-to-market and posted collateral amounts, when such amounts exist with the same counterparty under a master netting agreement. These adjustments resulted in decreases in various asset and liability accounts ($125 million in other current assets, $5 million in other long-term assets, $8 million in regulatory assets and other deferred debits, $47 million in other current liabilities, $8 million in regulatory liabilities and $83 million in other deferred credits and other liabilities).

(n) Long-Term Debt. In connection with the merger, Duke Energy will consolidate all of Progress Energy’s outstanding debt. The pro forma adjustment represents the fair value adjustments to increase Progress Energy’s parent company debt ($928 million, respectively) and regulated companies’ debt (current maturities of long-term debt and long-term debt of $13 million and $1,431 million, respectively) based on prevailing market prices for the individual debt securities as of July 2, 2012. The preliminary amounts recognized are subject to revision until the valuations are completed and to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The resulting adjustment to the parent debt will be amortized as a reduction to interest expense over the remaining life of the debt, as described in Note 3(d). The portion of the adjustment related to Progress Energy’s regulated company debt is offset by an increase to total regulatory assets of $1,444 million, and amortization of these adjustments will offset each other with no effect on earnings, as described in Note 3(h). An estimate of future amortization of the total fair value adjustments over the next five years is as follows (in millions):

 

     Preliminary Annual
Amortization, pre-tax
 

2012

   $ 146   

2013

     143   

2014

     137   

2015

     128   

2016

     104   

 

12


NOTES TO THE UNAUDITED PRO FORMA CONDENSED

COMBINED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(o) Accrued Pension & Other Post-Retirement Benefit Costs. Reflects an increase in liabilities and regulatory assets and other deferred debits as a result of changes to the funded status of Progress Energy’s pension and postretirement benefit plans of $173 million. This adjustment reflects the estimated valuations of liabilities using discount rates and asset fair values as of July 2, 2012. The preliminary amounts recognized are subject to revision until the valuations are completed and to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date.

(p) Asset Retirement Obligations. Includes an adjustment to increase asset retirement obligations and property, plant and equipment $811 million to conform certain of Progress Energy’s assumptions related to decommissioning activities for spent nuclear fuel to Duke Energy’s assumptions. Additionally, includes an increase in asset retirement obligations and regulatory assets and other deferred debits of $685 million to reflect the estimated fair value of Progress Energy’s asset retirement obligations.

(q) Other Liabilities. As described in Note 3(m), includes a reduction of $83 million related to the pro forma adjustment to conform Progress Energy’s accounting policy of presenting derivative mark-to-market and posted collateral amounts on a gross basis, with Duke Energy’s accounting policy to net derivative mark-to-market and posted collateral amounts.

(r) Shareholders’ Equity. The pro forma balance sheet reflects the elimination of Progress Energy’s historical equity balances, including the components of accumulated other comprehensive income/loss (“AOCI”) not related to the regulated operations ($65 million, net of tax), the reclassification of certain AOCI amounts related to regulated operations to regulatory assets ($99 million, net of tax, or $162 million, pre-tax), and recognition of approximately 258 million new Duke Energy common shares issued ($1 million of common stock at $0.001 par value and $18,008 million of additional paid-in capital). Amounts in additional paid-in capital also include $62 million to reflect the portion of the purchase price related to the total estimated fair value of stock compensation awards outstanding as of July 2, 2012, excluding the value associated with employee service yet to be rendered.

Additionally, retained earnings were reduced by $50 million (net of tax of $30 million, with the tax benefit reflected as an increase in other current assets and the pre-tax amount reflected in accounts payable) for estimated merger transaction costs of the combined companies directly related to the merger that would be expensed subsequent to June 30, 2012. Estimated merger transaction costs have been excluded from the pro forma income statement as they reflect non-recurring charges directly related to the merger.

 

13