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Progress Exchange FAQs

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Am I required to return my Progress Energy common stock certificates to receive the Duke Energy shares?

Yes. When the merger became effective, Progress Energy became a wholly owned subsidiary of Duke Energy and shares of Progress Energy common stock ceased trading. In order for you to receive your shares of Duke Energy common stock, you must deliver your certificates that formerly represented shares of Progress Energy common stock to Duke Energy, the Exchange Agent, according to the instructions on the Progress Energy Letter of Transmittal. It is recommended that you insure the certificates for 3 percent of their market value.

Should I sign my Progress Energy stock certificate(s) before returning them?

No. You should not sign your certificates.

What will I receive in exchange for my Progress Energy shares?

As a result of the merger, each of your shares of Progress Energy common stock has been converted into the right to receive 0.87083 shares of Duke Energy common stock and cash in lieu of any fractional share of Duke Energy common stock to which you are entitled. The 0.87083 exchange rate is an adjustment to the original 2.6125 exchange rate, reflecting the 1-for-3 reverse stock split with respect to all Duke Energy common stock that was outstanding just prior to the time the merger was completed. For shares of Progress Energy common stock in certificated form, those certificates must be delivered to the Exchange Agent, Duke Energy, along with a properly completed Progress Energy Letter of Transmittal, in order to receive the shares of Duke Energy common stock and a check for cash in lieu of any fractional share. Following delivery of a properly completed Progress Energy Letter of Transmittal, you will receive whole shares of Duke Energy common stock in the Direct Registration System (DRS) as described in Question 5, confirmed with an account statement, and a check (under separate cover) for the cash equivalent of any fractional shares of Duke Energy common stock. Your shares of Duke Energy common stock and any cash payment in lieu of a fractional share of Duke Energy common stock will be in the name(s) of the person(s) as printed on the Exchange Form. For special transfer instructions, see Question 23.

Progress Energy shares formerly held in DRS or in the Progress Energy Investor Plus Plan have been automatically converted and a statement reflecting your new Duke Energy share balance will be mailed to you. See Question 12 for more information on shares formerly held in the Investor Plus Plan.

When will I receive confirmation of my shares of Duke Energy common stock?

We will confirm your ownership of shares of Duke Energy common stock resulting from the exchange of your certificates formerly representing shares of Progress Energy common stock by mailing you an account statement within approximately two weeks after the Exchange Agent's receipt of your Progress certificates and properly completed Exchange Form(s). We will also mail to you confirmation of your shares of Duke Energy common stock automatically converted from either your Progress Energy DRS share position or your Progress Energy Investor Plus Plan within approximately two weeks following the effective date of the merger.

What is the Direct Registration System (DRS) and what are the benefits to me?

DRS is a non-certificated, book-entry, statement-based method of holding shares registered directly on the records of the issuing company. A securities industry initiative supported by the SEC, DRS is intended to improve the efficiency of the clearing and settlement of securities transactions in the capital markets. Benefits of holding shares in DRS include:

  • DRS shares carry all the rights and privileges of certificated shares;
  • Costs associated with the holding of physical certificates such as storage, safekeeping and certificate replacement are eliminated;
  • DRS enables electronic transactions, such as share transfer or delivery to and from a brokerage account without the need to deliver a physical certificate; and
  • Costs to the issuing company for printing and delivery of stock certificates are eliminated.

Will I be able to get a certificate representing my shares of Duke Energy common stock if I want one?

Yes. Following receipt of your account statement confirming your shares of Duke Energy common stock, you may obtain a stock certificate by completing, signing and mailing the appropriate selection, located on the reverse side of your account statement, to Duke Energy, PO Box 1005, Charlotte, NC 28201-1005.

What do I do if my certificates that formerly represented shares of Progress Energy common stock have been lost, stolen, or destroyed?

Complete the Affidavit of Lost, Stolen or Destroyed Certificate(s), at the top of page 3 on the Progress Energy Letter of Transmittal Form. Duke Energy will issue you shares of Duke Energy common stock even though you are unable to surrender your lost, stolen or destroyed physical certificate(s) that formerly represented shares of Progress Energy common stock. Along with the completed Affidavit form, you must provide payment of the lost securities bond premium in the form of a first party check or money order drawn on a U.S. Bank and made payable in U.S. currency to "Aon Risk Services."

What are the consequences if I do not surrender all of my certificates formerly representing shares of Progress Energy common stock?

Until your certificates formerly representing shares of Progress Energy common stock and a properly completed Progress Energy Letter of Transmittal have been delivered to the Exchange Agent, you will not receive the shares of Duke Energy common stock relating to your unsurrendered Progress Energy certificates, your cash in lieu of fractional entitlement or any future dividends on the shares of Duke Energy common stock represented by the unsurrendered certificates. Any future Duke Energy dividends on your share entitlement will be held for your account, without interest, and will be paid to you only on completion of the exchange of your Progress Energy certificates. If your certificates formerly representing Progress Energy common stock remain unexchanged for three years or longer after the date the merger became effective, your Duke Energy share entitlement and held dividends could eventually be transferred to your state of residence as unclaimed property.

Does Duke Energy have a dividend reinvestment plan?

Yes. It's called the Duke Energy InvestorDirect Choice Plan. This Plan allows participants to reinvest their dividends and make optional cash purchases of Duke Energy common stock directly through the Plan. More information on the Duke Energy InvestorDirect Choice Plan may be found in the Plan Prospectus which you may download and print at any time from the Duke Energy web site at www.duke-energy.com/investors.

What happens to any Progress Energy dividend reinvestment shares I held through the Progress Energy Investor Plus Plan?

Progress Energy shares held in the Progress Energy Investor Plus Plan have been automatically converted into shares of Duke Energy common stock held in the Duke Energy InvestorDirect Choice Plan at the 0.87083 exchange rate. Full and fractional shares will be credited to your account. The Duke Energy InvestorDirect Choice Plan is a direct stock purchase and dividend reinvestment plan similar to the Progress Energy Investor Plus Plan. An account statement confirming the automatic conversion, along with a Prospectus relating to the InvestorDirect Choice Plan, will be mailed to you. You may withdraw your shares of Duke Energy common stock held in the Duke Energy InvestorDirect Choice Plan at any time at no cost to you.

Through the Progress Energy Investor Plus Plan, I've elected to make automated monthly optional cash investments in Progress Energy common stock by Electronic Funds Transfer ("EFT") from my bank account. Will this election carry forward to my Duke Energy account?

No. This election will not carry forward to your Duke Energy account. However, a similar feature is available to Duke Energy shareholders through the Duke Energy InvestorDirect Choice Plan. If you want to make automated optional cash investments in Duke Energy common stock, you will need to complete a new authorization form and return it to Duke Energy Shareholder Services. You can download and print an automatic Investment Authorization Form from http://www.duke-energy.com/investors/individual-investors.asp.

Will the reinvestment elections I've made on my Progress Energy shares be carried forward to my Duke Energy account?

Yes. Provided that any certificates formerly representing shares of Progress Energy common stock carrying a reinvestment election are received by the Exchange Agent in proper form at least seven business days before any Duke Energy dividend record date following the effective date of the merger, the reinvestment elections that you have made with respect to those shares will be carried forward to your Duke Energy account. Otherwise, the dividend on the Duke Energy share entitlement will be held for your account in cash and paid to you following the successful exchange of your Progress Energy certificates.

Please note that partial dividend reinvestment elections on your former Progress Energy shares will generally be carried over on a share-for-share basis, subject to the timing described above. However, you may find it necessary to adjust your partial reinvestment election, since you will hold a different number of Duke Energy shares that will pay a different rate than your former Progress Energy shares. Following receipt of your shares of Duke Energy common stock, you may contact Duke Energy Investor Relations for information pertaining to your reinvestment election.

I've elected to receive my Progress Energy dividends via direct deposit to my bank account. Will my future Duke Energy dividends be automatically enrolled for direct deposit?

Yes. Your future Duke Energy dividends will be automatically enrolled for direct deposit, provided that the bank account and routing numbers on file are current. Please note that any Duke Energy dividends held for your account pending the Exchange Agent's receipt of your certificates formerly representing shares of Progress Energy common stock will be paid in the form of a check following exchange of such certificates.

What happens to shares of Progress Energy common stock that were held in the Direct Registration System (DRS) at the effective time of the merger?

As a result of the merger, your Progress Energy shares held in DRS were automatically converted into Duke Energy DRS shares at the 0.87083 exchange rate. An account statement confirming the automatic conversion was, or shortly will be, mailed to you under separate cover.

What is Duke Energy's current dividend policy?

Duke Energy has paid a quarterly dividend on its common stock every year since 1926. Quarterly dividends have historically been paid on or about the 16th day of March, June, September and December. The current quarterly dividend rate is $0.765 per share ($0.255 per share prior to adjustment for the 1-for-3 reverse stock split). Duke Energy expects to pay dividends in an amount consistent with the dividend policy in effect immediately prior to the effectiveness of the merger. The payment of dividends by Duke Energy, however, is subject to approval and declaration by the Duke Energy board of directors and the payment and amount of any such dividend will depend on a variety of factors, including business, financial and regulatory considerations and the amount of dividends received by Duke Energy from its subsidiaries.

Who is the transfer agent for Duke Energy common stock?

Duke Energy serves as transfer agent for its common stock. The address is

Duke Energy
Investor Relations
P.O. Box 1005
Charlotte, NC 28201-1005

Will I be able to access my account on-line?

Registered shareholders can manage, measure and monitor their share accounts 24 hours a day, seven days a week by using Duke Energy's online account management service. DUK-Online enrollment can be initiated on our web site at http://www.duke-energy.com/investors/shareholders/account. Simply click on the "Sign Up for DUK-Online" link.

What are the U.S. federal income tax consequences of the merger to former Progress Energy shareholders?

The exchange of shares of Progress Energy common stock for shares of Duke Energy common stock in the merger is intended to be tax-free for U.S. federal income tax purposes for former shareholders of Progress Energy common stock, except to the extent of cash, if any, received in lieu of a fractional share of Duke Energy common stock.

Accordingly, a former Progress Energy shareholder's aggregate tax basis in shares of Duke Energy common stock received in the merger is intended to equal (i) the aggregate tax basis of the Progress Energy common stock surrendered in the Progress Energy merger, less (ii) the portion of that aggregate tax basis allocable to a fractional share of Duke Energy common stock for which cash is received (as described below), if any. A former Progress Energy shareholder's holding period for shares of Duke Energy common stock received in the merger is intended to include the shareholders' holding period for the shares of Progress Energy common stock held immediately prior to the effective time of the merger.

A former Progress Energy shareholder who receives cash instead of fractional shares of Duke Energy common stock in the merger is intended to be treated as having received these fractional shares in the merger and then as having received the cash in exchange for these fractional shares. Under that approach, a former Progress Energy shareholder should generally recognize capital gain or loss equal to the difference between the amount of the cash received instead of the fractional shares and the shareholder's tax basis allocable to such fractional shares.

Former holders of Progress Energy common stock are strongly urged to consult with their tax advisors regarding tax consequences of the merger to them, including the effects of U.S. federal, state, local, foreign and other tax laws. For summary information regarding the material U.S. federal income tax consequences of the merger to former Progress Energy shareholders, including a discussion of important assumptions and qualifications, please see discussion under the heading "The MergeróMaterial U.S. Federal Income Tax Consequences of the Merger," beginning on page 114 of Duke Energy's proxy statement/prospectus filed with the Securities and Exchange Commission on July 7, 2011.

Any tax statements contained herein (i) were not intended or written to be used, and cannot be used, for the purpose of avoiding penalties and (ii) were written to support the promotion and marketing of the merger. Taxpayers should seek advice based on their own particular circumstances from an independent tax advisor.