8-KAcquisitions & DispositionsExhibits & Filings

Duke Energy CORP 8-K Report, Acquisition Completed (Jan 8, 2007)

Filed January 8, 2007For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation (DUK) filed an 8-K on January 8, 2007, to report the completion of its gas business spin-off, which officially occurred on January 2, 2007. This significant corporate action involved the creation of Spectra Energy Corp. The filing indicates that adjustments were made to Duke Energy's outstanding equity awards, including restricted stock, phantom stock, performance shares, and stock options, to ensure their value was maintained post-spin-off. Further details provided in the filing include the adjustment of performance metrics for certain awards, which will now consider the relative total shareholder return of both Duke Energy and Spectra Energy common stock. The report also includes pro forma financial information, specifically the unaudited pro forma condensed consolidated statements of operations for 2003-2005 and the nine months ended September 30, 2006, as well as a pro forma balance sheet as of September 30, 2006. Investors should review these pro forma financials to understand the company's financial position and performance as a stand-alone entity.

Key Highlights

  • 1Completion of the spin-off of Duke Energy's gas businesses into Spectra Energy Corp. on January 2, 2007.
  • 2Equitable adjustments made to Duke Energy's outstanding restricted stock, phantom stock, performance share, and stock option awards.
  • 3Performance metrics for certain awards adjusted to include the relative total shareholder return of both Duke Energy and Spectra Energy common stock.
  • 4Filing includes Duke Energy's press release from January 2, 2007, announcing the spin-off completion.
  • 5Pro forma financial information, including statements of operations and a balance sheet, is provided to reflect the company's post-spin-off financial standing.
  • 6The pro forma financial information covers periods up to September 30, 2006.

Frequently Asked Questions

The main event reported is the completion of the spin-off of Duke Energy's gas businesses into a new, independent publicly traded company called Spectra Energy Corp., which became effective on January 2, 2007.

Duke Energy made adjustments to its outstanding equity awards (restricted stock, phantom stock, performance shares, and stock options) to ensure their value was maintained after the spin-off. For performance shares, the performance metric will now consider the combined shareholder return of both Duke Energy and Spectra Energy stock.

The filing includes unaudited pro forma condensed consolidated financial information, such as statements of operations for 2003-2005 and the nine months ended September 30, 2006, and a balance sheet as of September 30, 2006. This pro forma data is designed to show the company's financial position and performance as if it were a stand-alone entity after the spin-off.

Spectra Energy Corp is the new, independent company that was formed from the spin-off of Duke Energy's former natural gas gathering, storage, transportation, and distribution businesses.