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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021 or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________to________
| 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 | 20-2777218 |
(a Delaware corporation)
526 South Church Street
Charlotte, North Carolina 28202-1803
704-382-3853
| 1-4928 | DUKE ENERGY CAROLINAS, LLC | 56-0205520 |
(a North Carolina limited liability company)
526 South Church Street
Charlotte, North Carolina 28202-1803
704-382-3853
| 1-15929 | PROGRESS ENERGY, INC. | 56-2155481 |
(a North Carolina corporation)
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
704-382-3853
| 1-3382 | DUKE ENERGY PROGRESS, LLC | 56-0165465 |
(a North Carolina limited liability company)
410 South Wilmington Street
Raleigh, North Carolina 27601-1748
704-382-3853
| 1-3274 | DUKE ENERGY FLORIDA, LLC | 59-0247770 |
(a Florida limited liability company)
299 First Avenue North
St. Petersburg, Florida 33701
704-382-3853
| 1-1232 | DUKE ENERGY OHIO, INC. | 31-0240030 |
(an Ohio corporation)
139 East Fourth Street
Cincinnati, Ohio 45202
704-382-3853
| 1-3543 | DUKE ENERGY INDIANA, LLC | 35-0594457 |
(an Indiana limited liability company)
1000 East Main Street
Plainfield, Indiana 46168
704-382-3853
| 1-6196 | PIEDMONT NATURAL GAS COMPANY, INC. | 56-0556998 |
(a North Carolina corporation)
4720 Piedmont Row Drive
Charlotte, North Carolina 28210
704-364-3120
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Registrant Title of each class Trading symbols which registered
Duke Energy Corporation Common Stock, $0.001 par value DUK New York Stock Exchange LLC
(Duke Energy)
Duke Energy 5.625% Junior Subordinated Debentures due DUKB New York Stock Exchange LLC
September 15, 2078
Duke Energy Depositary Shares, each representing a 1/1,000th DUK PR A New York Stock Exchange LLC
interest in a share of 5.75% Series A Cumulative
Redeemable Perpetual Preferred Stock, par value
$0.001 per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| Duke Energy | Yes | ☒ | No | ☐ | Duke Energy Florida, LLC (Duke Energy Florida) | Yes | ☒ | No | ☐ | |||||||||||||||||||||||
| Duke Energy Carolinas, LLC (Duke Energy Carolinas) | Yes | ☒ | No | ☐ | Duke Energy Ohio, Inc. (Duke Energy Ohio) | Yes | ☒ | No | ☐ | |||||||||||||||||||||||
| Progress Energy, Inc. (Progress Energy) | Yes | ☐ | No | ☒ | Duke Energy Indiana, LLC (Duke Energy Indiana) | Yes | ☒ | No | ☐ | |||||||||||||||||||||||
| Duke Energy Progress, LLC (Duke Energy Progress) | Yes | ☒ | No | ☐ | Piedmont Natural Gas Company, Inc. (Piedmont) | Yes | ☒ | No | ☐ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ (Response applicable to all registrants.)
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether Duke Energy is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large Accelerated Filer ☒ Accelerated Filer ¨ Non-accelerated Filer ☐ Smaller Reporting Company ☐ 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. ☐
Indicate by check mark whether each of Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated Filer ☒ Smaller Reporting Company ☐ 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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7252(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether each of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
| Estimated aggregate market value of the common equity held by nonaffiliates of Duke Energy at June 30, 2021. | $ | 75,871,309,901 | |||
| Number of shares of Common Stock, $0.001 par value, outstanding at January 31, 2022. | 769,358,344 |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Duke Energy definitive proxy statement for the 2021 Annual Meeting of the Shareholders or an amendment to this Annual Report are incorporated by reference into PART III, Items 10, 11 and 13 hereof.
This combined Form 10-K is filed separately by eight registrants: Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont (collectively the Duke Energy Registrants). Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.
Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont meet the conditions set forth in General Instructions I(1)(a) and (b) of Form 10-K and are, therefore, filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2) of Form 10-K.
Auditor Firm ID: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Charlotte, NC
| TABLE OF CONTENTS |
TABLE OF CONTENTS
FORM 10-K FOR THE YEAR ENDED December 31, 2021
| FORWARD LOOKING STATEMENTS |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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:
◦The impact of the COVID-19 pandemic;
◦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;
◦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;
◦The ability to recover eligible costs, including amounts associated with coal ash impoundment retirement obligations, asset retirement and construction costs related to carbon emissions reductions, and costs related to significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process;
◦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;
◦Costs and effects of legal and administrative proceedings, settlements, investigations and claims;
◦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, natural gas building and appliance electrification, and use of alternative energy sources, such as self-generation and distributed generation technologies;
◦Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures, natural gas electrification, and distributed generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in a reduced number of customers, excess generation resources as well as stranded costs;
◦Advancements in technology;
◦Additional competition in electric and natural gas markets and continued industry consolidation;
◦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;
◦Changing investor, customer and other stakeholder expectations and demands including heightened emphasis on environmental, social and governance concerns;
◦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 United States electric grid or generating resources;
◦Operational interruptions to our natural gas distribution and transmission activities;
◦The availability of adequate interstate pipeline transportation capacity and natural gas supply;
◦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;
◦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;
◦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;
◦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, an individual utility’s generation mix, and general market and economic conditions;
◦Credit ratings of the Duke Energy Registrants may be different from what is expected;
◦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;
◦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;
◦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;
| FORWARD LOOKING STATEMENTS |
◦The ability to control operation and maintenance costs;
◦The level of creditworthiness of counterparties to transactions;
◦The ability to obtain adequate insurance at acceptable costs;
◦Employee workforce factors, including the potential inability to attract and retain key personnel;
◦The ability of subsidiaries to pay dividends or distributions to Duke Energy Corporation holding company (the Parent);
◦The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new opportunities;
◦The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;
◦The impact of United States tax legislation to our financial condition, results of operations or cash flows and our credit ratings;
◦The impacts from potential impairments of goodwill or equity method investment carrying values;
◦Asset or business acquisitions and dispositions, including our ability to successfully consummate the second closing of the minority investment in Duke Energy Indiana, may not yield the anticipated benefits;
◦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
◦The ability to implement our business strategy, including its carbon emission reduction goals.
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.
| GLOSSARY OF TERMS |
Glossary of Terms
The following terms or acronyms used in this Form 10-K are defined below:
| Term or Acronym | Definition | ||||
| 2017 Settlement | Second Revised and Restated Settlement Agreement in 2017 among Duke Energy Florida, the Florida Office of Public Counsel and other customer advocates, which replaces and supplants the 2013 Settlement | ||||
| 2021 Settlement | Settlement Agreement in 2021 among Duke Energy Florida, the Florida Office of Public Counsel, the Florida Industrial Power Users Group, White Springs Agricultural Chemicals, Inc. d/b/a PSC Phosphate and NUCOR Steel Florida, Inc. | ||||
| ACP | Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion and Duke Energy | ||||
| ACP pipeline | The approximately 600-mile canceled interstate natural gas pipeline | ||||
| AFS | Available for Sale | ||||
| AFUDC | Allowance for funds used during construction | ||||
| AMI | Advanced Metering Infrastructure | ||||
| AMT | Alternative Minimum Tax | ||||
| AOCI | Accumulated Other Comprehensive Income (Loss) | ||||
| ARO | Asset Retirement Obligation | ||||
| Audit Committee | Audit Committee of the Board of Directors | ||||
| Belews Creek | Belews Creek Steam Station | ||||
| Bison | Bison Insurance Company Limited | ||||
| Board of Directors | Duke Energy Board of Directors | ||||
| Brunswick | Brunswick Nuclear Plant | ||||
| Cardinal | Cardinal Pipeline Company, LLC | ||||
| Catawba | Catawba Nuclear Station | ||||
| CC | Combined Cycle | ||||
| CCR | Coal Combustion Residuals | ||||
| Cinergy | Cinergy Corp. (collectively with its subsidiaries) | ||||
| Citrus County CC | Citrus County Combined Cycle Facility | ||||
| CO2 | Carbon Dioxide | ||||
| Coal Ash Act | North Carolina Coal Ash Management Act of 2014 | ||||
| the company | Duke Energy Corporation and its subsidiaries | ||||
| Constitution | Constitution Pipeline Company, LLC | ||||
| COVID-19 | Coronavirus Disease 2019 | ||||
| CPCN | Certificate of Public Convenience and Necessity | ||||
| CRC | Cinergy Receivables Company LLC | ||||
| Crystal River Unit 3 | Crystal River Unit 3 Nuclear Plant | ||||
| CT | Combustion Turbine | ||||
| DATC | Duke-American Transmission Company, LLC | ||||
| DECON | A method of decommissioning in which structures, systems, and components that contain radioactive contamination are removed from a site and safely disposed at a commercially operated low-level waste disposal facility, or decontaminated to a level that permits the site to be released for unrestricted use shortly after it ceases operation | ||||
| DEFR | Duke Energy Florida Receivables, LLC | ||||
| Deloitte | Deloitte & Touche LLP, and the member firms of Deloitte Touche Tohmatsu and their respective affiliates | ||||
| DEPR | Duke Energy Progress Receivables, LLC | ||||
| DERF | Duke Energy Receivables Finance Company, LLC | ||||
| DOE | U.S. Department of Energy | ||||
| Dominion | Dominion Energy, Inc. | ||||
| GLOSSARY OF TERMS |
| Dth | Dekatherms | ||||
| Duke Energy | Duke Energy Corporation (collectively with its subsidiaries) | ||||
| Duke Energy Carolinas | Duke Energy Carolinas, LLC | ||||
| Duke Energy Florida | Duke Energy Florida, LLC | ||||
| Duke Energy Indiana | Duke Energy Indiana, LLC | ||||
| Duke Energy Kentucky | Duke Energy Kentucky, Inc. | ||||
| Duke Energy Ohio | Duke Energy Ohio, Inc. | ||||
| Duke Energy Progress | Duke Energy Progress, LLC | ||||
| Duke Energy Registrants | Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont | ||||
| East Bend | East Bend Generating Station | ||||
| EDIT | Excess deferred income tax | ||||
| EE | Energy efficiency | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| EPC | Engineering, Procurement and Construction agreement | ||||
| EPS | Earnings Per Share | ||||
| ETR | Effective tax rate | ||||
| Exchange Act | Securities Exchange Act of 1934 | ||||
| FASB | Financial Accounting Standards Board | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Form S-3 | Registration statement | ||||
| FPSC | Florida Public Service Commission | ||||
| FTR | Financial transmission rights | ||||
| FV-NI | Fair value through net income | ||||
| GAAP | Generally Accepted Accounting Principles in the United States | ||||
| GAAP Reported Earnings | Net Income Available to Duke Energy Corporation common stockholders | ||||
| GAAP Reported EPS | Basic EPS Available to Duke Energy Corporation common stockholders | ||||
| GHG | Greenhouse Gas | ||||
| GIC | GIC Private Limited, Singapore's sovereign wealth fund and an experienced investor in U.S. infrastructure | ||||
| GWh | Gigawatt-hour | ||||
| Hardy Storage | Hardy Storage Company, LLC | ||||
| Harris | Shearon Harris Nuclear Plant | ||||
| HLBV | Hypothetical Liquidation at Book Value | ||||
| IMPA | Indiana Municipal Power Agency | ||||
| IMR | Integrity Management Rider | ||||
| IRP | Integrated Resource Plans | ||||
| IRS | Internal Revenue Service | ||||
| ISO | Independent System Operator | ||||
| ITC | Investment Tax Credit | ||||
| IURC | Indiana Utility Regulatory Commission | ||||
| Investment Trusts | Grantor trusts of Duke Energy Progress, Duke Energy Florida and Duke Energy Indiana | ||||
| KO Transmission | KO Transmission Company | ||||
| KPSC | Kentucky Public Service Commission | ||||
| LIBOR | London Interbank Offered Rate | ||||
| LLC | Limited Liability Company | ||||
| GLOSSARY OF TERMS |
| McGuire | McGuire Nuclear Station | ||||
| MGP | Manufactured gas plant | ||||
| MISO | Midcontinent Independent System Operator, Inc. | ||||
| MTBE | Methyl tertiary butyl ether | ||||
| MW | Megawatt | ||||
| MWh | Megawatt-hour | ||||
| NCDEQ | North Carolina Department of Environmental Quality | ||||
| NCUC | North Carolina Utilities Commission | ||||
| NDTF | Nuclear decommissioning trust funds | ||||
| New Source Review | Clean Air Act program that requires industrial facilities to install modern pollution control equipment when they are built or when making a change that increases emissions significantly | ||||
| NMC | National Methanol Company | ||||
| NOL | Net operating loss | ||||
| NPNS | Normal purchase/normal sale | ||||
| NRC | U.S. Nuclear Regulatory Commission | ||||
| NYSE | New York Stock Exchange | ||||
| Oconee | Oconee Nuclear Station | ||||
| OPEB | Other Post-Retirement Benefit Obligations | ||||
| OTTI | Other-than-temporary impairment | ||||
| OVEC | Ohio Valley Electric Corporation | ||||
| the Parent | Duke Energy Corporation holding company | ||||
| PGA | Purchased Gas Adjustments | ||||
| PHMSA | Pipeline and Hazardous Materials Safety Administration | ||||
| Piedmont | Piedmont Natural Gas Company, Inc. | ||||
| Pine Needle | Pine Needle LNG Company, LLC | ||||
| Pioneer | Pioneer Transmission, LLC | ||||
| PJM | PJM Interconnection, LLC | ||||
| PMPA | Piedmont Municipal Power Agency | ||||
| PISCC | Post-in-service carrying costs | ||||
| PPA | Purchase Power Agreement | ||||
| Progress Energy | Progress Energy, Inc. | ||||
| PSCSC | Public Service Commission of South Carolina | ||||
| PTC | Production Tax Credits | ||||
| PUCO | Public Utilities Commission of Ohio | ||||
| PURPA | Public Utility Regulatory Policies Act of 1978 | ||||
| QF | Qualifying Facility | ||||
| REC | Renewable Energy Certificate | ||||
| Relative TSR | TSR of Duke Energy stock relative to a predefined peer group | ||||
| Robinson | Robinson Nuclear Plant | ||||
| ROU | Right-of-use | ||||
| RSU | Restricted Stock Unit | ||||
| RTO | Regional Transmission Organization | ||||
| Sabal Trail | Sabal Trail Transmission, LLC | ||||
| SAFSTOR | A method of decommissioning in which a nuclear facility is placed and maintained in a condition that allows the facility to be safely stored and subsequently decontaminated to levels that permit release for unrestricted use | ||||
| GLOSSARY OF TERMS |
| SEC | Securities and Exchange Commission | ||||
| S&P | Standard & Poor’s Rating Services | ||||
| State utility commissions | NCUC, PSCSC, FPSC, PUCO, IURC, KPSC and TPUC (Collectively) | ||||
| State electric utility commissions | NCUC, PSCSC, FPSC, PUCO, IURC and KPSC (Collectively) | ||||
| State gas utility commissions | NCUC, PSCSC, PUCO, TPUC and KPSC (Collectively) | ||||
| Subsidiary Registrants | Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont | ||||
| Sutton | L.V. Sutton Combined Cycle Plant | ||||
| the Tax Act | Tax Cuts and Jobs Act | ||||
| TPUC | Tennessee Public Utility Commission | ||||
| TSR | Total shareholder return | ||||
| U.S. | United States | ||||
| VIE | Variable Interest Entity | ||||
| WACC | Weighted Average Cost of Capital | ||||
| W.S. Lee CC | William States Lee Combined Cycle Facility | ||||
| WVPA | Wabash Valley Power Association, Inc. |
| BUSINESS |