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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):
October 13, 2021
Commission file number
|
Registrant, State of Incorporation or Organization,
Address of Principal Executive Offices and Telephone Number
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IRS Employer
Identification Number
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1-32853
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DUKE ENERGY CORPORATION
(a Delaware corporation)
550 South Tryon Street
Charlotte, North Carolina 28202-1803
704-382-3853
|
20-2777218
|
1-4928
|
DUKE
ENERGY CAROLINAS, LLC
(a North Carolina limited liability company)
526 South Church Street
Charlotte, North Carolina 28202-1803
704-382-3853
|
56-0205520
|
|
|
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1-3382
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DUKE ENERGY PROGRESS, LLC
(a North Carolina limited liability company)
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
704-382-3853
|
56-0165465
|
|
|
|
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:
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240. 13e-4(c))
SECURITIES REGISTERED
PURSUANT TO SECTION 12(b) OF THE ACT:
Registrant
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Duke Energy
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Common Stock, $0.001 par value
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DUK
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New York Stock Exchange LLC
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Duke Energy
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5.625% Junior Subordinated Debentures due September 15, 2078
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DUKB
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New York Stock Exchange LLC
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Duke Energy
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Depositary Shares each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
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DUK PR A
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New York Stock Exchange LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On October 13, 2021, North Carolina Governor Roy Cooper signed
into law legislation passed by the North Carolina House of Representatives and Senate (the
“Legislation”). This Legislation establishes a framework overseen by the
North Carolina Utilities Commission (the “NCUC”) to advance state CO2 emissions reductions through the use of least cost planning while providing for continued reliability and affordable
rates for customers served by such generation. It also authorizes the use of performance-based regulation in North Carolina. Among other things, the Legislation requires the NCUC to:
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·
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develop an initial carbon plan that would target a 70% reduction in CO2
emissions from public utilities' electric generation by 2030 and carbon neutrality by 2050, considering all resource options and the
latest technology;
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·
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consider
approval of performance-based regulation that would include multi-year rate plans with a maximum 3-year term, performance incentive mechanisms
to track utility performance, and revenue decoupling for the residential customer class;
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·
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establish rules to securitize costs associated with the early
retirement of subcritical coal-fired electric generating facilities necessary to achieve the authorized carbon reduction goals at
50% of remaining net book value, with the remaining net book value recovered through normal cost of service basis; and
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·
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establish rules for updating rates and terms of certain existing solar power purchase agreements executed under PURPA.
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An overview providing additional detail on the Legislation is attached
to this Form 8-K as Exhibit 99.1. The information in Exhibit 99.1 is being furnished pursuant to this Item 7.01 and shall
not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
Forward Looking Statements
This document includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on management’s beliefs and assumptions and can often be identified by terms and phrases that include “anticipate,”
“believe,” “intend,” “estimate,” “expect,” “continue,” “should,”
“could,” “may,” “plan,” “project,” “predict,” “will,” “potential,”
“forecast,” “target,” “guidance,” “outlook” or other similar terminology. Various factors
may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there
is no assurance that such results will be realized. These factors include, but are not limited to:
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The impact of the COVID-19 pandemic;
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·
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State, federal and foreign legislative and regulatory initiatives, including
costs of compliance with existing and future environmental requirements, including those related to climate change, as well as rulings
that affect cost and investment recovery or have an impact on rate structures or market prices;
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·
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The extent and timing of costs and liabilities to comply with federal and
state laws, regulations and legal requirements related to coal ash remediation, including amounts for required closure of certain ash
impoundments, are uncertain and difficult to estimate;
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·
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The ability to recover eligible costs, including amounts associated with
coal ash impoundment retirement obligations and costs related to significant weather events, and to earn an adequate return on investment
through rate case proceedings and the regulatory process;
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·
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The costs of decommissioning nuclear facilities could prove to be more extensive
than amounts estimated and all costs may not be fully recoverable through the regulatory process;
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Costs and effects of legal and administrative proceedings, settlements, investigations
and claims;
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Industrial, commercial and residential growth or decline in service territories
or customer bases resulting from sustained downturns of the economy and the economic health of our service territories or variations in
customer usage patterns, including energy efficiency efforts and use of alternative energy sources, such as self-generation and distributed
generation technologies;
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·
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Federal and state regulations, laws and other efforts designed to promote
and expand the use of energy efficiency measures and distributed generation technologies, such as private solar and battery storage, in
Duke Energy service territories could result in customers leaving the electric distribution system, excess generation resources as well
as stranded costs;
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Advancements in technology;
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Additional competition in electric and natural gas markets and continued
industry consolidation;
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The influence of weather and other natural phenomena on operations, including
the economic, operational and other effects of severe storms, hurricanes, droughts, earthquakes and tornadoes, including extreme weather
associated with climate change;
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Changing customer expectations and demands including heightened emphasis
on environmental, social and governance concerns;
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The ability to successfully operate electric generating facilities and deliver
electricity to customers including direct or indirect effects to the company resulting from an incident that affects the U.S. electric
grid or generating resources;
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Operational interruptions to our natural gas distribution and transmission
activities;
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The availability of adequate interstate pipeline transportation capacity
and natural gas supply;
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The impact on facilities and business from a terrorist attack, cybersecurity
threats, data security breaches, operational accidents, information technology failures or other catastrophic events, such as fires, explosions,
pandemic health events or other similar occurrences;
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The inherent risks associated with the operation of nuclear facilities, including
environmental, health, safety, regulatory and financial risks, including the financial stability of third-party service providers;
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The timing and extent of changes in commodity prices and interest rates and
the ability to recover such costs through the regulatory process, where appropriate, and their impact on liquidity positions and the value
of underlying assets;
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·
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The results of financing efforts, including the ability to obtain financing
on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt
covenants and conditions and general market and economic conditions;
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Credit ratings of the Duke Energy and its subsidiaries (the “Duke Energy
Registrants) may be different from what is expected;
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Declines in the market prices of equity and fixed-income securities and resultant
cash funding requirements for defined benefit pension plans, other post-retirement benefit plans and nuclear decommissioning trust funds;
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Construction and development risks associated with the completion of the
Duke Energy Registrants’ capital investment projects, including risks related to financing, obtaining and complying with terms of
permits, meeting construction budgets and schedules and satisfying operating and environmental performance standards, as well as the ability
to recover costs from customers in a timely manner, or at all;
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Changes in rules for regional transmission organizations, including
changes in rate designs and new and evolving capacity markets, and risks related to obligations created by the default of other participants;
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The ability to control operation and maintenance costs;
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The level of creditworthiness of counterparties to transactions;
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The ability to obtain adequate insurance at acceptable costs;
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Employee workforce factors, including the potential inability to attract
and retain key personnel;
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The ability of subsidiaries to pay dividends or distributions to Duke Energy
Corporation holding company (the Parent);
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The performance of projects undertaken by our nonregulated businesses and
the success of efforts to invest in and develop new opportunities;
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The effect of accounting pronouncements issued periodically by accounting
standard-setting bodies;
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·
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The impact of U.S. tax legislation to our financial condition, results of
operations or cash flows and our credit ratings;
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The impacts from potential impairments of goodwill or equity method investment
carrying values;
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The actions of activist shareholders could disrupt our operations, impact
our ability to execute on our business strategy, or cause fluctuations in the trading price of our common stock; and
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The ability to implement our business strategy, including enhancing existing
technology systems.
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Additional risks and uncertainties
are identified and discussed in the Duke Energy Registrants’ reports filed with the SEC and available at the SEC’s website
at sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur
or might occur to a different extent or at a different time than described. Forward-looking statements speak only as of the date they
are made and the Duke Energy Registrants expressly disclaim an obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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DUKE
ENERGY CORPORATION
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Date:
October 13, 2021
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By:
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/s/
David S. Maltz
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Name:
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David S. Maltz
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Title:
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Vice President, Legal, Chief Governance
Officer and Assistant Corporate Secretary
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DUKE
ENERGY CAROLINAS, LLC
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|
|
Date:
October 13, 2021
|
By:
|
/s/
David S. Maltz
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Name:
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David S. Maltz
|
|
Title:
|
Vice President, Legal, Chief Governance
Officer and Assistant Secretary
|
|
|
|
DUKE
ENERGY PROGRESS, LLC
|
|
|
Date:
October 13, 2021
|
By:
|
/s/
David S. Maltz
|
|
Name:
|
David S. Maltz
|
|
Title:
|
Vice President, Legal, Chief Governance
Officer and Assistant Secretary
|
|
|
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