Exhibit 99.1
Duke Energy
Summary of Agreement to Sell Midwest Commercial Generation to Dynegy
Background/Overview
· On February 17, 2014, Duke Energy (“the Company”) announced it had initiated a process to exit its non-regulated Midwest Commercial Generation business
· On August 22, 2014, the Company announced it had finalized an agreement to sell its non-regulated Midwest Commercial Generation business to Dynegy for approximately $2.8 billion in cash
· The purchase price is subject to adjustment at closing for changes in working capital and capital expenditures, compared to targeted amounts
· Duke Energy expects approximately $30 - 40 million in transaction costs
· The Board of Directors of both the Company and Dynegy have approved transaction
· Transaction is expected to close in three to six months (closing is estimated for Q4 2014 or Q1 2015)
· Transaction is expected to be accretive to the Company’s adjusted diluted EPS by 2016, including use of proceeds
· Use of proceeds remains under evaluation by the Company and will be determined closer to closing
· Potential options include a combination of (1) reinvestment in growth projects; (2) avoidance of future holding company debt issuances; or (3) stock buybacks
· Citigroup and Morgan Stanley served as financial advisors and Bracewell & Giuliani LLP served as legal counsel to the Company on the transaction
Summary of Asset Purchase Agreement
· Dynegy to purchase Duke Energy’s non-regulated Midwest Commercial Generation business for approximately $2.8 billion in cash
· The purchase price is subject to adjustment at closing for changes in working capital and capital expenditures, compared to targeted amounts
August 22, 2014
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· Primary conditions to closing
· Approval by Federal Energy Regulatory Commission and expiration of the waiting period under the Hart-Scott-Rodino Act (Federal Trade Commission and Department of Justice)
· The Company’s release from certain credit support obligations
Accounting Implications of Asset Purchase Agreement
· Based upon the purchase price, in Q3 2014 Duke Energy will recognize an approximate $500 million pre-tax reversal of the $1.4 billion impairment recognized through Q2 2014
· Impairment reversal will be treated as a “special item” and excluded from the company’s adjusted diluted earnings per share (EPS)
· Duke Energy expects the transaction will result in a taxable gain which will reduce the Company’s net operating loss position for tax purposes and will not result in material cash flow impacts in 2014 or 2015
· Duke Energy’s 2014 adjusted diluted EPS guidance range of $4.50-4.65 includes a full-year of earnings contributions from the non-regulated Midwest Commercial Generation business
· Due to the sale transaction, the non-regulated Midwest Commercial Generation business will be accounted for as discontinued operations in the Statement of Operations
· Irrespective of discontinued operations accounting treatment, earnings from the non-regulated Midwest Commercial Generation business will continue to be included in the Company’s adjusted diluted EPS until closing
Summary of Midwest Generation Portfolio to be Sold
· The non-regulated Midwest Commercial Generation business to be sold to Dynegy consists of ~6,100 megawatts of coal, natural gas and oil-fired generation in the PJM wholesale market as well as Duke Energy Retail Sales, the company’s competitive retail business in Ohio
· Coal generation (~2,700 megawatts)
· Conesville Station, located in Conesville, Ohio (40 percent or 312 megawatts owned by Duke; remainder owned by DP&L and AEP)
· Killen Station, located in Wrightsville, Ohio (33 percent or 204 megawatts owned by Duke; remainder owned by DP&L)
· Miami Fort Station (Units 7 and 8), located in North Bend, Ohio (64 percent or 653 megawatts partially owned by Duke; remainder owned by DP&L)
· Stuart Station, located in Aberdeen, Ohio (39 percent or 904 megawatts owned by Duke; remainder owned by DP&L and AEP)
· Zimmer Generating Station, located in Moscow, Ohio (46.5 percent or 622 megawatts owned by Duke; remainder owned by DP&L and AEP)
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· Natural gas generation (~3,300 megawatts)
· Dicks Creek, located in Middletown, Ohio. (100 percent or 136 megawatts owned by Duke)
· Fayette Energy Facility, located in Masontown, Pa. (100 percent or 640 megawatts owned by Duke)
· Hanging Rock Energy Facility, located in Ironton, Ohio (100 percent or 1,274 megawatts owned by Duke)
· Lee Energy Facility, located in Dixon, Ill. (100 percent or 640 megawatts owned by Duke)
· Washington Energy Facility, located in Beverly, Ohio (100 percent or 637 megawatts owned by Duke)
· Oil generation (~100 megawatts)
· Miami Fort CT Station, located in North Bend, Ohio (100 percent or 68 megawatts owned by Duke)
· The competitive Duke Energy Retail Sales business serves ~7 million megawatt-hours of annual customer load in Ohio
· Not included in the sale and to be retained by the company
· Beckjord Units 5 and 6 (representing 390 megawatts)
· Units 5 and 6 have the potential to be retired by 2015 (Beckjord Units 1-4 have already been retired)
· Contractual interest in Ohio Valley Electric Corporation (OVEC)
· Duke Energy Ohio has requested cost-based recovery of its contractual entitlement in OVEC in its pending Electric Security Plan application filed with the Public Utilities Commission of Ohio in May 2014
· The regulated Duke Energy Ohio and Kentucky utilities are not a part of the sales process
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