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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/12/23 Duke Energy Corp. 8-K:2,7,9 6/09/23 13:2.7M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 63K 2: EX-99.1 Miscellaneous Exhibit HTML 10K 3: EX-99.2 Miscellaneous Exhibit HTML 35K 8: R1 Cover HTML 58K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- tm2317976d1_8k_htm XML 27K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.DEF XBRL Definitions -- duk-20230609_def XML 77K 6: EX-101.LAB XBRL Labels -- duk-20230609_lab XML 113K 7: EX-101.PRE XBRL Presentations -- duk-20230609_pre XML 74K 4: EX-101.SCH XBRL Schema -- duk-20230609 XSD 16K 12: JSON XBRL Instance as JSON Data -- MetaLinks 28± 37K 13: ZIP XBRL Zipped Folder -- 0001104659-23-070360-xbrl Zip 68K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i June 9, 2023
Commission
File |
Registrant, State of Incorporation or Organization, |
IRS
Employer | ||
| i 1-32853 |  |
i 20-2777218 | ||
| i DUKE ENERGY CORPORATION | ||||
| (a i Delaware corporation) | ||||
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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
i ¨ 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:
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).
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 2.06. | Material Impairments. |
On June 9, 2023 (the “Execution Date”), Duke Energy Corporation (the “Company” or “Duke Energy”), through certain of its affiliates, entered into a purchase and sale agreement (the “Agreement”) with affiliates of Brookfield Renewable Partners L.P. providing for the sale of materially all of the Company’s utility-scale solar and wind group, which comprises part of the Company’s Commercial Renewables business segment and which was classified as held for sale and as discontinued operations in the fourth quarter of 2022 (the “Transaction”). Completion of the Transaction is expected to occur before the end of 2023 and is subject to certain customary regulatory and other approvals and conditions.
As of the Execution Date, Duke Energy expects to recognize an estimated pre-tax impairment charge on the Assets Held for Sale of approximately $800 million in the second quarter of 2023 based upon the purchase price in the Transaction. The impairment charge will be classified in discontinued operations in Duke Energy’s Consolidated Statement of Operations. The purchase price is subject to certain customary adjustments at closing, including based upon variances in working capital compared to target amounts, and post-closing adjustments for variances in capital expenditures and third party tax equity financing for development projects compared to target amounts. The income tax implications of the Transaction on 2023 earnings continue to be assessed.
| Item 7.01. | Regulation FD Disclosure. |
On June 12, 2023, Duke Energy announced that it is reaffirming its 2023 adjusted earnings per share (“EPS”) guidance range of $5.55 to $5.75, and its long-term adjusted EPS growth rate of 5-7% through 2027 off the 2023 midpoint of $5.65. Forecasted adjusted EPS is a non-GAAP financial measure as it represents basic EPS available to Duke Energy common stockholders, adjusted for the per share impact of special items. Special items represent certain charges and credits, which management believes are not indicative of Duke Energy’s ongoing performance. The most directly comparable GAAP measure for adjusted EPS is reported basic EPS available to Duke Energy common stockholders. Due to the forward-looking nature of this non-GAAP financial measure for future periods, information to reconcile it to the most directly comparable GAAP financial measure is not available at this time, as management is unable to project all special items for future periods, such as legal settlements, the impact of regulatory orders or asset impairments, which may be significant.
An overview providing additional detail on the Transaction and the earnings guidance set forth above is attached as Exhibit 99.1 hereto, and a press release relating to the Transaction is attached as Exhibit 99.2 hereto. The information in Exhibit 99.1 and Exhibit 99.2 is being furnished pursuant to this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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 ability to implement our business strategy, including our carbon emission reduction goals; |
| ◦ | 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; |
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| ◦ | The impact of extraordinary external events, such as the pandemic health event resulting from COVID-19, and their collateral consequences, including the disruption of global supply chains or the economic activity in our service territories; |
| ◦ | 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, reduced customer usage due to cost pressures from inflation or fuel costs, 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 and costs related thereto; |
| ◦ | 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 or other attack, war, vandalism, cybersecurity threats, data security breaches, operational events, 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, timing and receipt of necessary regulatory approvals, 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; |
| ◦ | 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, as well as the successful sale of the Commercial Renewables Disposal Groups; |
| ◦ | The effect of accounting and reporting pronouncements issued periodically by accounting standard-setting bodies and the SEC; |
| ◦ | 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 may not yield the anticipated benefits; and |
| ◦ | 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. |
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 any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
# # #
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits. | |
| 99.1 | Duke Energy Summary of Commercial Renewables Transaction, dated June 12, 2023 |
| 99.2 | Duke Energy Press Release Regarding Commercial Renewables Transaction, dated June 12, 2023 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
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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.
| DUKE ENERGY CORPORATION | ||
| By: | /s/ David S. Maltz | |
| Name: | David S. Maltz | |
| Title: | Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary | |
| Dated: June 12, 2023 |
[Signature Page to Form 8-K]
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/12/23 | None on these Dates | ||
| For Period end: | 6/9/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/24 Duke Energy Corp. 424B5 2:434K Toppan Merrill/FA 1/09/24 Duke Energy Corp. 424B5 1:425K Toppan Merrill/FA 1/03/24 Duke Energy Corp. 424B5 2:445K Toppan Merrill/FA 1/02/24 Duke Energy Corp. 424B5 1:428K Toppan Merrill/FA 9/06/23 Duke Energy Corp. 424B5 2:474K Toppan Merrill/FA 9/05/23 Duke Energy Corp. 424B5 1:454K Toppan Merrill/FA |