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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009 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 1-4928

DUKE ENERGY CAROLINAS, LLC

(Exact Name of Registrant as Specified in its Charter)



|                                               |  |                                  
|---------------------------------------------- |  | ---------------------------------
|North Carolina                                 |  | 56-0205520                       
|(State or Other Jurisdiction of Incorporation) |  | (IRS Employer Identification No.)
|                                               | 
|526 South Church Street Charlotte, NC          |  | 28202-1803                       
|(Address of Principal Executive Offices)       |  | (Zip Code)                       

704-594-6200

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 x No  ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted 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 and post such
files). Yes  ̈ No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                                              |  |                            
|--------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈                     |  | Accelerated filer  ̈        
|Non-accelerated filer x                       |  | Smaller reporting company  ̈
|(Do not check if a smaller reporting company) |  |                            

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of
1934). Yes  ̈ No x

All of the registrants limited liability company member interests are directly owned by Duke Energy Corporation (File No. 1-32853) which
is a reporting company under the Securities Exchange Act of 1934, as amended.

The registrant meets the conditions set forth in General Instructions H(1)(a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.



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INDEX DUKE ENERGY CAROLINAS, LLC FORM 10-Q FOR THE QUARTER
ENDED June 30, 2009  Item



PagePART I. FINANCIAL INFORMATION1.

Financial Statements

3Unaudited Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2009 and 2008

3Unaudited Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008

4Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008

6Unaudited Consolidated Statements of Members Equity and Comprehensive Income for the Six Months Ended June 30, 2009 and
2008

7Unaudited Notes to the Consolidated Financial Statements

82.

Managements Discussion and Analysis of Financial Condition and Results of Operations

334.

Controls and Procedures

34PART II. OTHER INFORMATION1.

Legal Proceedings

351A.

Risk Factors

356.

Exhibits

36Signatures

37


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. These forward-looking statements are identified by terms and phrases such as
anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict,
will, potential, forecast, target, and similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results
predicted. Factors that could cause actual results to differ materially from those indicated in any forward-looking statement include, but are not limited to:  

State and federal legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements;  

State and federal legislative and regulatory initiatives and rulings that affect cost and investment recovery or have an impact on rate structures;  

Costs and effects of legal and administrative proceedings, settlements, investigations and claims;  

Industrial, commercial and residential growth or decline in Duke Energy Carolinas, LLC (Duke Energy Carolinas) service territories, customer base or customer usage patterns;  

Additional competition in electric markets and continued industry consolidation;  

The influence of weather and other natural phenomena on Duke Energy Carolinas operations, including the economic, operational and other effects of storms, hurricanes,
droughts and tornados;  

The timing and extent of changes in commodity prices and interest rates;  

Unscheduled generation outages, unusual maintenance or repairs and electric transmission system constraints;  

The performance of electric generation facilities;  

The results of financing efforts, including Duke Energy Carolinas ability to obtain financing on favorable terms, which can be affected by various factors, including
Duke Energy Carolinas credit ratings and general economic conditions;  

Declines in the market prices of equity securities and resultant cash funding requirements of Duke Energy Carolinas for Duke Energy Corporations defined benefit pension
plans;  

The level of creditworthiness of counterparties to Duke Energy Carolinas transactions;  

Employee workforce factors, including the potential inability to attract and retain key personnel;  

Growth in opportunities for Duke Energy Carolinas business, including the timing and success of efforts to develop power and other projects;  

Construction and development risks, associated with the completion of Duke Energy Carolinas capital investment projects in existing and new generation facilities,
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; and  

The effect of accounting pronouncements issued periodically by accounting standard-setting bodies. 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 Duke Energy Carolinas has described. Duke Energy Carolinas undertakes no 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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PART I. FINANCIAL INFORMATION



DUKE ENERGY CAROLINAS, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions)



|Item 1. | Financial Statements.
|------- | ---------------------



|                                                     |  |                            |       |                          |   |       |  |   |       |  |   |      
|---------------------------------------------------- |  | -------------------------- | ----- | ------------------------ | - | ----- |  | - | ----- |  | - | -----
|                                                     |  | Three Months EndedJune 30, |       | Six Months EndedJune 30,
|                                                     |  |                            | 2009  |                          |   | 2008  |  |   | 2009  |  |   | 2008 
|Operating Revenues-Regulated Electric                |  | $                          | 1,290 |                          | $ | 1,484 |  | $ | 2,643 |  | $ | 2,868
|Operating Expenses                                   |  |                            |       |                          |   |       |  |   |       |  |   |      
|Fuel used in electric generation and purchased power |  |                            | 364   |                          |   | 500   |  |   | 768   |  |   | 907  
|Operation, maintenance and other                     |  |                            | 401   |                          |   | 463   |  |   | 778   |  |   | 870  
|Depreciation and amortization                        |  |                            | 170   |                          |   | 186   |  |   | 348   |  |   | 372  
|Property and other taxes                             |  |                            | 77    |                          |   | 78    |  |   | 165   |  |   | 155  
|Total operating expenses                             |  |                            | 1,012 |                          |   | 1,227 |  |   | 2,059 |  |   | 2,304
|Gains on Sales of Other Assets and Other, net        |  |                            | 13    |                          |   |      |  |   | 13    |  |   |     
|Operating Income                                     |  |                            | 291   |                          |   | 257   |  |   | 597   |  |   | 564  
|Other Income and Expenses, net                       |  |                            | 27    |                          |   | 23    |  |   | 53    |  |   | 48   
|Interest Expense                                     |  |                            | 80    |                          |   | 85    |  |   | 165   |  |   | 164  
|Income Before Income Taxes                           |  |                            | 238   |                          |   | 195   |  |   | 485   |  |   | 448  
|Income Tax Expense                                   |  |                            | 87    |                          |   | 73    |  |   | 172   |  |   | 158  
|Net Income                                           |  | $                          | 151   |                          | $ | 122   |  | $ | 313   |  | $ | 290  
|                                                    

See Notes to Unaudited Consolidated Financial Statements



3



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PART I



DUKE ENERGY CAROLINAS, LLC

CONSOLIDATED
BALANCE SHEETS

(Unaudited)

(In
millions)



|                                                                                                        |  |              |        |                  |   |       
|------------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ---------------- | - | ------
|                                                                                                        |  | June 30,2009 |        | December 31,2008
|ASSETS                                                                                                  |  |              |        |                  |   |       
|Current Assets                                                                                          |  |              |        |                  |   |       
|Cash and cash equivalents                                                                               |  | $            | 22     |                  | $ | 323   
|Short-term investments                                                                                  |  |              |       |                  |   | 46    
|Receivables (net of allowance for doubtful accounts of $9 at June 30, 2009 and $7 at December 31, 2008) |  |              | 1,126  |                  |   | 1,176 
|Inventory                                                                                               |  |              | 821    |                  |   | 653   
|Other                                                                                                   |  |              | 572    |                  |   | 323   
|Total current assets                                                                                    |  |              | 2,541  |                  |   | 2,521 
|Investments and Other Assets                                                                            |  |              |        |                  |   |       
|Nuclear decommissioning trust funds                                                                     |  |              | 1,513  |                  |   | 1,436 
|Other                                                                                                   |  |              | 1,181  |                  |   | 1,218 
|Total investments and other assets                                                                      |  |              | 2,694  |                  |   | 2,654 
|Property, Plant and Equipment                                                                           |  |              |        |                  |   |       
|Cost                                                                                                    |  |              | 28,286 |                  |   | 27,403
|Less accumulated depreciation and amortization                                                          |  |              | 10,445 |                  |   | 10,145
|Net property, plant and equipment                                                                       |  |              | 17,841 |                  |   | 17,258
|Regulatory Assets and Deferred Debits                                                                   |  |              |        |                  |   |       
|Deferred debt expense                                                                                   |  |              | 179    |                  |   | 186   
|Regulatory assets related to income taxes                                                               |  |              | 483    |                  |   | 456   
|Other                                                                                                   |  |              | 1,089  |                  |   | 1,042 
|Total regulatory assets and deferred debits                                                             |  |              | 1,751  |                  |   | 1,684 
|Total Assets                                                                                            |  | $            | 24,827 |                  | $ | 24,117
|                                                                                                       

See Notes to Unaudited Consolidated Financial Statements



4



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PART I



DUKE ENERGY CAROLINAS, LLC

CONSOLIDATED BALANCE
SHEETS(Continued)

(Unaudited)

(In millions)



|                                             |  |              |        |   |                  |   |        |  
|-------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|                                             |  | June 30,2009 |        |   | December 31,2008 |  
|LIABILITIES AND MEMBERS EQUITY              |  |              |        |   |                  |   |        |  
|Current Liabilities                          |  |              |        |   |                  |   |        |  
|Accounts payable                             |  | $            | 494    |   |                  | $ | 639    |  
|Taxes accrued                                |  |              | 93     |   |                  |   | 106    |  
|Interest accrued                             |  |              | 99     |   |                  |   | 103    |  
|Current maturities of long-term debt         |  |              | 510    |   |                  |   | 210    |  
|Other                                        |  |              | 312    |   |                  |   | 380    |  
|Total current liabilities                    |  |              | 1,508  |   |                  |   | 1,438  |  
|Long-term Debt                               |  |              | 6,566  |   |                  |   | 7,069  |  
|Deferred Credits and Other Liabilities       |  |              |        |   |                  |   |        |  
|Deferred income taxes                        |  |              | 3,177  |   |                  |   | 2,728  |  
|Investment tax credits                       |  |              | 114    |   |                  |   | 118    |  
|Asset retirement obligations                 |  |              | 2,595  |   |                  |   | 2,509  |  
|Other                                        |  |              | 2,984  |   |                  |   | 2,939  |  
|Total deferred credits and other liabilities |  |              | 8,870  |   |                  |   | 8,294  |  
|Commitments and Contingencies                |  |              |        |   |                  |   |        |  
|Members Equity                              |  |              |        |   |                  |   |        |  
|Members Equity                              |  |              | 7,915  |   |                  |   | 7,349  |  
|Accumulated other comprehensive loss         |  |              | (32    | ) |                  |   | (33    | )
|Total members equity                        |  |              | 7,883  |   |                  |   | 7,316  |  
|Total Liabilities and Members Equity        |  | $            | 24,827 |   |                  | $ | 24,117 |  
|                                             | 

See Notes to Unaudited Consolidated Financial Statements



5



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PART 1



DUKE ENERGY CAROLINAS, LLC

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)



|                                                                                  |  |                          |        |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------- | -
|                                                                                  |  | Six Months EndedJune 30, |       
|                                                                                  |  | 2009                     |        |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                          |        |   |      |   |         |  
|Net income                                                                        |  | $                        | 313    |   |      | $ | 290     |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                          |        |   |      |   |         |  
|Depreciation and amortization (including amortization of nuclear fuel)            |  |                          | 439    |   |      |   | 446     |  
|Gains on sales of other assets                                                    |  |                          | (13    | ) |      |   |        |  
|Deferred income taxes                                                             |  |                          | 428    |   |      |   | 209     |  
|Contributions to qualified pension plans                                          |  |                          | (74    | ) |      |   |        |  
|(Increase) decrease in                                                            |  |                          |        |   |      |   |         |  
|Net realized and unrealized mark-to-market and hedging transactions               |  |                          | 2      |   |      |   | (10     | )
|Receivables                                                                       |  |                          | 159    |   |      |   | (86     | )
|Inventory                                                                         |  |                          | (161   | ) |      |   | 27      |  
|Other current assets                                                              |  |                          | (272   | ) |      |   | 133     |  
|Increase (decrease) in                                                            |  |                          |        |   |      |   |         |  
|Accounts payable                                                                  |  |                          | (25    | ) |      |   | (155    | )
|Taxes accrued                                                                     |  |                          | (19    | ) |      |   | (21     | )
|Other current liabilities                                                         |  |                          | (57    | ) |      |   | 43      |  
|Other assets                                                                      |  |                          | (51    | ) |      |   | (40     | )
|Other liabilities                                                                 |  |                          | 6      |   |      |   | 11      |  
|Net cash provided by operating activities                                         |  |                          | 675    |   |      |   | 847     |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                          |        |   |      |   |         |  
|Capital expenditures                                                              |  |                          | (1,031 | ) |      |   | (1,113  | )
|Purchases of available-for-sale securities                                        |  |                          | (1,367 | ) |      |   | (30,748 | )
|Proceeds from sales and maturities of available-for-sale securities               |  |                          | 1,352  |   |      |   | 30,037  |  
|Sales of emission allowances                                                      |  |                          | 12     |   |      |   |        |  
|Change in restricted cash                                                         |  |                          | 9      |   |      |   | (1      | )
|Notes due from affiliate, net                                                     |  |                          | 25     |   |      |   |        |  
|Other                                                                             |  |                          | (24    | ) |      |   | (5      | )
|Net cash used in investing activities                                             |  |                          | (1,024 | ) |      |   | (1,830  | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                          |        |   |      |   |         |  
|Proceeds from the issuance of long-term debt                                      |  |                          | 77     |   |      |   | 1,896   |  
|Redemption of long-term debt                                                      |  |                          | (278   | ) |      |   | (601    | )
|Notes payable and commercial paper                                                |  |                          |       |   |      |   | (150    | )
|Capital contribution from parent                                                  |  |                          | 250    |   |      |   |        |  
|Other                                                                             |  |                          | (1     | ) |      |   | (13     | )
|Net cash provided by financing activities                                         |  |                          | 48     |   |      |   | 1,132   |  
|Net (decrease) increase in cash and cash equivalents                              |  |                          | (301   | ) |      |   | 149     |  
|Cash and cash equivalents at beginning of period                                  |  |                          | 323    |   |      |   | 21      |  
|Cash and cash equivalents at end of period                                        |  | $                        | 22     |   |      | $ | 170     |  
|                                                                                  | 
|Supplemental Disclosures                                                          |  |                          |        |   |      |   |         |  
|Significant non-cash transactions:                                                |  |                          |        |   |      |   |         |  
|Accrued capital expenditures                                                      |  | $                        | 126    |   |      | $ | 61      |  

See Notes to Unaudited Consolidated Financial Statements



6



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##### Table of Contents

PART I



DUKE ENERGY CAROLINAS, LLC

CONSOLIDATED
STATEMENTS OF MEMBER'S EQUITY AND COMPREHENSIVE INCOME

(Unaudited)

(In millions)



|                                                             |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|------------------------------------------------------------ |  | -------------- | ----- | -------------------------------------------- | - | --- | ----- |  | - | ----- | - |  | - | ----- | -
|                                                             |  |                |       | Accumulated OtherComprehensive Income (Loss) |   |     |       | 
|                                                             |  | Member'sEquity |       | Net Gains(Losses) onCash FlowHedges          |   |     | Other |  |   | Total |  
|Balance December 31, 2007                                    |  | $              | 6,654 |                                              | $ | (21 | )     |  | $ |      |   |  | $ | 6,633 |  
|Net income                                                   |  |                | 290   |                                              |   |    |       |  |   |      |   |  |   | 290   |  
|Other Comprehensive Income                                   |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|Net unrealized loss on cash flow hedges(a)                   |  |                |      |                                              |   | (6  | )     |  |   |      |   |  |   | (6    | )
|Reclassification into earnings from cash flow hedges(b)      |  |                |      |                                              |   | (1  | )     |  |   |      |   |  |   | (1    | )
|Unrealized loss on investments in auction rate securities(c) |  |                |      |                                              |   |    |       |  |   | (4    | ) |  |   | (4    | )
|                                                             |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|Total comprehensive income                                   |  |                |       |                                              |   |     |       |  |   |       |   |  |   | 279   |  
|Balance June 30, 2008                                        |  | $              | 6,944 |                                              | $ | (28 | )     |  | $ | (4    | ) |  | $ | 6,912 |  
|                                                             |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|Balance December 31, 2008                                    |  | $              | 7,349 |                                              | $ | (27 | )     |  | $ | (6    | ) |  | $ | 7,316 |  
|Net income                                                   |  |                | 313   |                                              |   |    |       |  |   |      |   |  |   | 313   |  
|Other Comprehensive Income                                   |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|Reclassification into earnings from cash flow hedges(b)      |  |                |      |                                              |   | 2   |       |  |   |      |   |  |   | 2     |  
|Unrealized loss on investments in auction rate securities(c) |  |                |      |                                              |   |    |       |  |   | (1    | ) |  |   | (1    | )
|                                                             |  |                |       |                                              |   |     |       |  |   |       |   |  |   |       |  
|Total comprehensive income                                   |  |                |       |                                              |   |     |       |  |   |       |   |  |   | 314   |  
|Advance forgiveness from parent                              |  |                | 3     |                                              |   |    |       |  |   |      |   |  |   | 3     |  
|Capital contribution from parent                             |  |                | 250   |                                              |   |    |       |  |   |      |   |  |   | 250   |  
|Balance June 30, 2009                                        |  | $              | 7,915 |                                              | $ | (25 | )     |  | $ | (7    | ) |  | $ | 7,883 |  



|(a) | Net unrealized loss on cash flow hedges, net of $4 tax benefit in 2008.
|--- | -----------------------------------------------------------------------

|(b) | Reclassification into earnings from cash flow hedges, net of $1 tax expense in 2009 and $1 tax benefit in 2008.
|--- | ---------------------------------------------------------------------------------------------------------------

|(c) | Net of insignificant tax benefit in 2009 and $3 tax benefit in 2008.
|--- | --------------------------------------------------------------------

See
Notes to Unaudited Consolidated Financial Statements



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS, LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



1. Basis of Presentation

Nature of Operations and Basis of Consolidation. Duke Energy Carolinas, LLC (Duke Energy Carolinas), a wholly owned subsidiary of Duke Energy Corp. (Duke
Energy), generates, transmits, distributes and sells electricity in North Carolina and South Carolina. These Unaudited Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of Duke Energy
Carolinas, as well as Duke Energy Carolinas approximate 19% undivided interest in the Catawba Nuclear Station. See Note 3 for discussion of Duke Energy Carolinas acquisition of additional ownership interest in the Catawba Nuclear Station
in September 2008.

These Unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles
(GAAP) in the United States of America (U.S.) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Unaudited Consolidated Financial Statements and Notes do not include all of the information
and notes required by GAAP in the U.S. for annual financial statements. Because the interim Unaudited Consolidated Financial Statements and Notes do not include all of the information and notes required by GAAP in the U.S. for annual financial
statements, the Unaudited Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and Notes in Duke Energy Carolinas Form 10-K for the
year ended December 31, 2008.

These Unaudited Consolidated Financial Statements reflect all normal recurring adjustments that are, in the
opinion of management, necessary to fairly present Duke Energy Carolinas financial position and results of operations. Amounts reported in the interim Unaudited Consolidated Statements of Operations are not necessarily indicative of amounts
expected for the respective annual periods due to the effects of seasonal temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changing commodity prices and other factors.

Use of Estimates. To conform to GAAP in the U.S., management makes estimates and assumptions that affect the amounts reported in the Unaudited
Consolidated Financial Statements and Notes. Although these estimates are based on managements best available information at the time, actual results could differ.

Unbilled Revenue. Revenues on sales of electricity are recognized when the service is provided. Unbilled retail revenues are estimated by applying an average revenue per kilowatt-hour for all customer classes to the
number of estimated kilowatt-hours delivered but not billed. Unbilled wholesale energy revenues are calculated by applying the applicable contractual rate per megawatt-hour (MWh) to the number of estimated MWh delivered but not yet billed. Unbilled
wholesale demand revenues are calculated by applying the contractual rate per megawatt (MW) to the MW volume delivered but not yet billed. The amount of unbilled revenues can vary significantly from period to period as a result of numerous factors,
including seasonality, weather, customer usage patterns and customer mix. Unbilled revenues, which are recorded as Receivables in Duke Energy Carolinas Consolidated Balance Sheets at June 30, 2009 and December 31, 2008, were
approximately $260 million and $234 million, respectively.

Other Current and Non-Current Liabilities.At both June 30, 2009 and
December 31, 2008, approximately $89 million of liabilities associated with vacation accrued were included in Other Current Liabilities in the Consolidated Balance Sheets. Additionally, at June 30, 2009 and December 31, 2008,
approximately $1,513 million and $1,481 million, respectively, of regulatory liabilities associated with asset removal costs are included in Other within Deferred Credits and Other Liabilities in the Consolidated Balance Sheets. At June 30,
2009, these balances exceeded 5% of total liabilities. Also see Asbestos-related Injuries and Damages Claims in Note 10 for additional amounts that exceeded 5% of total liabilities.

2. Business Segments

Duke Energy Carolinas operates one business
segment, Franchised Electric, which is considered a reportable business segment under Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about Segments of an
Enterprise and Related Information. Franchised Electric generates, transmits, distributes and sells electricity and conducts operations through Duke Energy Carolinas, which consists of the regulated electric utility business in North
Carolina and South Carolina. Duke Energy Carolinas chief operating decision maker regularly reviews financial information about the business segment in deciding how to allocate resources and evaluate performance. There is no aggregation within
the Franchised Electric reportable business segment.

The remainder of Duke Energy Carolinas operations is presented as Other. While it is not
considered a business segment, Other primarily includes certain unallocated corporate governance costs. Prior to July 1, 2008, Other also included a management fee charged



8



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



by an unconsolidated affiliate (see Note 11). Effective July 1, 2008, the management fee was no longer charged to Duke Energy Carolinas.

Accounting policies for Duke Energy Carolinas segment are the same as those described in the Notes to the Consolidated Financial Statements in Duke Energy
Carolinas Annual Report on Form 10-K for the year ended December 31, 2008. Management evaluates segment performance based on earnings before interest and taxes from continuing operations.

On a segment basis, EBIT excludes discontinued operations and represents all profits from continuing operations (both operating and non-operating and excluding
corporate governance costs) before deducting interest and taxes.

Cash, cash equivalents and short-term investments are managed centrally by Duke
Energy, so the associated interest and dividend income on cash, cash equivalent and short-term investment balances are excluded from segment EBIT.

Business
Segment Data



|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|-------------------------------- |  | ----------------------- | ----- | -------------------------------------------------- | - | ---- | ---------------------------- |  | - | ---
|                                 |  | UnaffiliatedRevenues(a) |       | Segment EBIT/Consolidated IncomeBefore IncomeTaxes |   |      | Depreciation andAmortization
|                                 |  | (in millions)          
|Three Months Ended June 30, 2009 |  |                         |       |                                                    |   |      |                              |  |   |    
|Franchised Electric              |  | $                       | 1,290 |                                                    | $ | 354  |                              |  | $ | 170
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total reportable segment         |  |                         | 1,290 |                                                    |   | 354  |                              |  |   | 170
|Other                            |  |                         |      |                                                    |   | (37  | )                            |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (80  | )                            |  |   |   
|Interest income                  |  |                         |      |                                                    |   | 1    |                              |  |   |   
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total consolidated               |  | $                       | 1,290 |                                                    | $ | 238  |                              |  | $ | 170
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Three Months Ended June 30, 2008 |  |                         |       |                                                    |   |      |                              |  |   |    
|Franchised Electric              |  | $                       | 1,484 |                                                    | $ | 331  |                              |  | $ | 186
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total reportable segment         |  |                         | 1,484 |                                                    |   | 331  |                              |  |   | 186
|Other                            |  |                         |      |                                                    |   | (59  | )                            |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (85  | )                            |  |   |   
|Interest income                  |  |                         |      |                                                    |   | 8    |                              |  |   |   
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total consolidated               |  | $                       | 1,484 |                                                    | $ | 195  |                              |  | $ | 186
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Six Months Ended June 30, 2009   |  |                         |       |                                                    |   |      |                              |  |   |    
|Franchised Electric              |  | $                       | 2,643 |                                                    | $ | 716  |                              |  | $ | 348
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total reportable segment         |  |                         | 2,643 |                                                    |   | 716  |                              |  |   | 348
|Other                            |  |                         |      |                                                    |   | (70  | )                            |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (165 | )                            |  |   |   
|Interest income                  |  |                         |      |                                                    |   | 4    |                              |  |   |   
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total consolidated               |  | $                       | 2,643 |                                                    | $ | 485  |                              |  | $ | 348
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Six Months Ended June 30, 2008   |  |                         |       |                                                    |   |      |                              |  |   |    
|Franchised Electric              |  | $                       | 2,868 |                                                    | $ | 713  |                              |  | $ | 372
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total reportable segment         |  |                         | 2,868 |                                                    |   | 713  |                              |  |   | 372
|Other                            |  |                         |      |                                                    |   | (116 | )                            |  |   |   
|Interest expense                 |  |                         |      |                                                    |   | (164 | )                            |  |   |   
|Interest income                  |  |                         |      |                                                    |   | 15   |                              |  |   |   
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    
|Total consolidated               |  | $                       | 2,868 |                                                    | $ | 448  |                              |  | $ | 372
|                                 |  |                         |       |                                                    |   |      |                              |  |   |    



|(a) | There were no intersegment revenues for the three and six months ended June 30, 2009 and 2008.
|--- | ----------------------------------------------------------------------------------------------



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PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Segment Assets

At June 30, 2009 and
December 31, 2008, substantially all of Duke Energy Carolinas segment assets are owned by its only reportable business segment, Franchised Electric.

3. Acquisitions and Sales of Other Assets

Acquisitions. On September 30, 2008, Duke Energy Carolinas completed the
purchase of a portion of Saluda River Electric Cooperative, Inc.s (Saluda) ownership interest in the Catawba Nuclear Station. Under the terms of the agreement, Duke Energy Carolinas paid approximately $150 million for the additional ownership
interest in the Catawba Nuclear Station. Following the closing of the transaction, Duke Energy Carolinas owns approximately 19% of the Catawba Nuclear Station. No goodwill was recorded as a result of this transaction. See Note 9 for discussion of
the North Carolina Utilities Commission (NCUC) and Public Service Commission of South Carolina (PSCSC) approval of Duke Energy Carolinas petition requesting an accounting order to defer incremental costs incurred from the purchase of this
additional ownership interest.

Sales of Emission Allowances and Other Assets. For the six months ended June 30, 2009, the sale of other
assets resulted in proceeds of approximately $13 million and net pre-tax gains of approximately $13 million, which are recorded in Gains on Sales of Other Assets and Other, net on the Consolidated Statements of Operations. These amounts
primarily relate to sales of zero cost basis nitrogen oxide (NOx) emission allowances.

4. Stock-Based Compensation

Duke Energy Carolinas is allocated stock-based compensation expense from Duke Energy as certain of its employees participate in Duke Energys stock-based
compensation program. Duke Energy Carolinas accounts for stock-based compensation using the provisions of SFAS No. 123(R), Share-Based Payment (SFAS No. 123(R)). SFAS No. 123(R) established accounting for
stock-based awards exchanged for employee and certain nonemployee services. Accordingly, for employee awards, equity classified stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as
expense over the requisite service period.

Duke Energy Carolinas recorded pre-tax stock-based compensation expense for each of the three and six
months ended June 30, 2009 and 2008 as follows:



|                   |  |                            |   |                          |   |         |  |      |   |  |   |  
|------------------ |  | -------------------------- | - | ------------------------ | - | ------- |  | ---- | - |  | - | -
|                   |  | Three Months EndedJune 30, |   | Six Months EndedJune 30,
|                   |  | 2009(a)                    |   | 2008                     |   | 2009(a) |  | 2008
|                   |  | (in millions)             
|Phantom Awards     |  | $                          | 1 |                          | $ | 1       |  | $    | 2 |  | $ | 2
|Performance Awards |  |                            | 1 |                          |   | 1       |  |      | 2 |  |   | 2
|                   |  |                            |   |                          |   |         |  |      |   |  |   |  
|Total              |  | $                          | 2 |                          | $ | 2       |  | $    | 4 |  | $ | 4
|                   |  |                            |   |                          |   |         |  |      |   |  |   |  



|(a) | Excludes stock-based compensation cost capitalized of an insignificant amount and approximately $1 million for the three and six months ended June 30, 2009, respectively. No amounts were
capitalized during the three or six months ended June 30, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The tax benefit associated with the expense recorded for the three
months ended June 30, 2009 and 2008 was insignificant and approximately $1 million, respectively, and approximately $1 million and $2 million for the six months ended June 30, 2009 and 2008, respectively.



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Stock Option Activity

Stock option awards
issued under Duke Energys 2006 Long-Term Incentive Plan (2006 Plan) and 1998 Long-Term Incentive Plan (1998 Plan) generally vest over five years. Duke Energy did not award any stock options to Duke Energy Carolinas employees during the
six months ended June 30, 2009 or 2008.



|                                  |  |                       |   |  |                               |   
|--------------------------------- |  | --------------------- | - |  | ----------------------------- | --
|                                  |  | Options(in thousands) |   |  | Weighted-AverageExercisePrice
|Outstanding at December 31, 2008  |  | 2,303                 |   |  | $                             | 18
|Exercised                         |  | (14                   | ) |  |                               | 13
|Transferred, forfeited or expired |  | (339                  | ) |  |                               | 17
|                                  |  |                       |   |  |                               |   
|Outstanding at June 30, 2009      |  | 1,950                 |   |  |                               | 19
|                                  |  |                       |   |  |                               |   
|Exercisable at June 30, 2009      |  | 1,950                 |   |  | $                             | 19
|                                  |  |                       |   |  |                               |   

As all of the outstanding stock options issued to Duke Energy Carolinas employees are fully vested at
June 30, 2009, no future compensation cost will be recognized by Duke Energy Carolinas for any of the outstanding stock option awards.

Phantom Stock Awards

Phantom stock awards issued and outstanding under the 2006 Plan generally vest over periods from immediate to three years. Phantom stock awards
issued and outstanding under the 1998 Plan generally vest over periods from immediate to five years. Duke Energy awarded 108,740 shares (fair value of approximately $2 million, based on the market price of Duke Energys common stock at the
grant date) to Duke Energy Carolinas employees during the six months ended June 30, 2009. Duke Energy awarded 262,020 shares (fair value of approximately $5 million, based on the market price of Duke Energys common stock at the grant
date) to Duke Energy Carolinas employees during the six months ended June 30, 2008.

The following table summarizes information about Duke Energy
phantom stock awards outstanding at June 30, 2009:



|                                 |  |                      |  
|-------------------------------- |  | -------------------- | -
|                                 |  | Shares(in thousands) |  
|Number of Phantom Stock Awards:  |  |                      |  
|Outstanding at December 31, 2008 |  | 444                  |  
|Granted                          |  | 109                  |  
|Vested                           |  | (99                  | )
|Forfeited/Transferred            |  | (21                  | )
|                                 |  |                      |  
|Outstanding at June 30, 2009     |  | 433                  |  
|                                 |  |                      |  

As of June 30, 2009, Duke Energy Carolinas had approximately $3 million of unrecognized compensation
expense associated with unvested phantom stock awards which is expected to be recognized over a weighted-average period of 1.5 years.

Performance Awards

Stock-based performance awards issued and outstanding under both the 2006 Plan and the 1998 Plan generally vest over three years if performance
targets are met. Duke Energy awarded 380,565 shares (fair value of approximately $5 million) to Duke Energy Carolinas employees during the six months ended June 30, 2009. Duke Energy awarded 312,480 shares (fair value of approximately $5
million) to Duke Energy Carolinas employees during the six months ended June 30, 2008.



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PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



The following table summarizes information about Duke Energy stock-based performance awards outstanding at June 30, 2009:



|                                          |  |                      |  
|----------------------------------------- |  | -------------------- | -
|                                          |  | Shares(in thousands) |  
|Number of Stock-based Performance Awards: |  |                      |  
|Outstanding at December 31, 2008          |  | 583                  |  
|Granted                                   |  | 381                  |  
|Vested                                    |  | (83                  | )
|Forfeited/Transferred                     |  | (73                  | )
|                                          |  |                      |  
|Outstanding at June 30, 2009              |  | 808                  |  
|                                          |  |                      |  

As of June 30, 2009, Duke Energy Carolinas had approximately $6 million of unrecognized compensation
expense associated with unvested performance awards which is expected to be recognized over a weighted-average period of 1.8 years.

5. Inventory

Inventory consists primarily of materials and supplies and coal held for electric generation and is valued at historical cost consistent with ratemaking
treatment. Materials and supplies are recorded as inventory when purchased and subsequently charged to expense or capitalized to plant when installed.



|                                  |  |               |     |                  |   |    
|--------------------------------- |  | ------------- | --- | ---------------- | - | ---
|                                  |  | June 30,2009  |     | December 31,2008
|                                  |  | (in millions)
|Materials and supplies            |  | $             | 439 |                  | $ | 420
|Coal held for electric generation |  |               | 382 |                  |   | 233
|                                  |  |               |     |                  |   |    
|Total inventory                   |  | $             | 821 |                  | $ | 653
|                                  |  |               |     |                  |   |    

6. Debt and Credit Facilities

First and Refunding Mortgage Bonds. In January 2008, Duke Energy Carolinas issued $900 million principal amount of mortgage refunding bonds, of which $400 million carry a fixed interest rate of 5.25% and mature
January 15, 2018 and $500 million carry a fixed interest rate of 6.00% and mature January 15, 2038. Proceeds from the issuance were used to fund capital expenditures and for general corporate purposes, including the repayment of commercial
paper. In anticipation of this debt issuance, Duke Energy Carolinas executed a series of interest rate swaps in 2007 to lock in the market interest rates at that time. The value of these interest rate swaps, which were terminated prior to issuance
of the fixed rate debt, was a pre-tax loss of approximately $18 million, which was recorded as a component of Accumulated Other Comprehensive Loss and is being amortized as a component of Interest Expense over the life of the debt.

In April 2008, Duke Energy Carolinas issued $900 million principal amount of mortgage refunding bonds, of which $300 million carries a fixed interest rate of 5.10%
and matures April 15, 2018 and $600 million carries a fixed interest rate of 6.05% and matures April 15, 2038. Proceeds from the issuance were used to fund capital expenditures and for general corporate purposes. In anticipation of this
debt issuance, Duke Energy Carolinas executed a series of interest rate swaps in 2007 to lock in the market interest rates at that time. The value of these interest rate swaps, which were terminated prior to issuance of the fixed rate debt, was a
pre-tax loss of approximately $23 million. This amount was recorded as a component of Accumulated Other Comprehensive Loss and is being amortized as a component of Interest Expense over the life of the debt.

Other Debt. In April 2008, Duke Energy Carolinas refunded $100 million of tax-exempt auction rate bonds through the issuance of $100 million of tax-exempt
variable-rate demand bonds, which are supported by a direct-pay letter of credit. The variable-rate demand bonds, which are due November 1, 2040, had an initial interest rate of 2.15% which will be reset on a weekly basis.

Money Pool. Beginning in October 2008, Duke Energy Carolinas receives support for its short-term borrowing needs through its participation with Duke Energy
and other Duke Energy subsidiaries in a money pool arrangement. Under this arrangement, those companies with short-term funds may provide short-term loans to affiliates participating under this arrangement. The money pool is structured such that
Duke Energy Carolinas separately manages its cash needs and working capital requirements. Accordingly, there is no net



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DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



settlement of receivables and payables between Duke Energy Carolinas and other money pool participants. Participation in the money pool arrangement replaced Duke
Energy Carolinas commercial paper program, which was terminated effective September 30, 2008. In connection with the termination of the commercial paper program, Duke Energy Carolinas repaid the approximately $300 million outstanding
commercial paper balance and borrowed approximately $300 million via the money pool on a long-term basis, as discussed below. As of June 30, 2009 and December 31, 2008, Duke Energy Carolinas had net short-term money pool receivables of
approximately $313 million and $338 million, respectively, which are classified within Receivables in the accompanying Consolidated Balance Sheets. The $25 million decrease in the money pool receivable for the six months ended June 30, 2009 is
reflected as a cash inflow in Notes due from affiliate, net within Net cash used in investing activities on the Consolidated Statements of Cash Flows. At June 30, 2009 and December 31, 2008, approximately $327 million and $300 million,
respectively, of Duke Energy Carolinas money pool borrowings were classified as long-term borrowings within Long-Term Debt in the accompanying Consolidated Balance Sheets. The $27 million increase in the money pool borrowings for the six
months ended June 30, 2009 is reflected as a cash inflow in Proceeds from the issuance of long-term debt within Net cash provided by financing activities on the Consolidated Statements of Cash Flows.

Available Credit Facilities.The total credit facility capacity under Duke Energys master credit facility is approximately $3.14 billion. Duke Energy
has the unilateral ability under the master credit facility to increase or decrease the borrowing sub limits of each borrower, subject to a maximum cap limitation, at any time. At June 30, 2009, Duke Energy Carolinas borrowing sub limit
under this master credit facility was $840 million. The amount available to Duke Energy Carolinas under the sub limits to Duke Energys master credit facility has been reduced by borrowings through the money pool arrangement, and the use of the
master credit facility to backstop issuances of letters of credit and pollution control bonds, as discussed below.

At June 30, 2009 and
December 31, 2008, approximately $395 million and $422 million, respectively, of certain pollution control bonds and approximately $327 million and $300 million, respectively of money pool borrowings, both of which are short-term obligations by
nature, were classified as Long-Term Debt on the Consolidated Balance Sheets due to Duke Energy Carolinas intent and ability to utilize such borrowings as long-term financing. Duke Energy and Duke Energy Carolinas credit facilities with
non-cancelable terms in excess of one year as of the balance sheet date give Duke Energy Carolinas the ability to refinance these short-term obligations on a long-term basis. Of the approximate $395 million of pollution control bonds classified as
long-term at June 30, 2009, approximately $195 million were backstopped by Duke Energys master credit facility (of which approximately $100 million is in the form of letters of credit), with the remaining balance backstopped by other
specific credit facilities separate from the master credit facility. Additionally, at June 30, 2009, Duke Energy Carolinas had approximately $7 million of letters of credit outstanding that were backstopped by this facility.

Restrictive Debt Covenants. Duke Energys credit agreements contain various financial and other covenants. Failure to meet those covenants beyond
applicable grace periods could result in accelerated due dates and/or termination of the agreements. As of June 30, 2009, Duke Energy and Duke Energy Carolinas were in compliance with all covenants. In addition, some credit agreements may allow
for acceleration of payments or termination of the agreements due to nonpayment, or the acceleration of other significant indebtedness of the borrower or some of its subsidiaries. None of the debt or credit agreements contain material adverse change
clauses.

7. Employee Benefit Obligations

Duke Energy
Carolinas participates in Duke Energys qualified pension plans, non-qualified pension plans and other post-retirement benefit plans. Duke Energys policy is to fund amounts for its U.S. qualified pension plans on an actuarial basis to
provide assets sufficient to meet benefit payments to be paid to plan participants. In February 2009, Duke Energy Carolinas made a cash contribution of approximately $74 million, which represented its proportionate share of an approximate $500
million contribution to Duke Energys qualified pension plan. Duke Energy Carolinas did not make contributions to Duke Energys U.S. qualified or non-qualified pension plans during the three and six months ended June 30, 2008. Duke
Energy Carolinas does not anticipate making additional contributions to its qualified or non-qualified pension plans during the remainder of 2009. Additionally, Duke Energy Carolinas participates in Duke Energy sponsored employee savings plans that
cover substantially all U.S. employees. Duke Energy Carolinas expensed its proportionate share of pre-tax employer matching contributions of approximately $8 million and $7 million in the three months ended June 30, 2009 and 2008, respectively.
Duke Energy Carolinas expensed its proportionate share of pre-tax employer matching contributions of approximately $19 million for each of the six months ended June 30, 2009 and 2008.

Net periodic benefit cost discussed below for the qualified, non-qualified and other post-retirement benefit plans represent the allocated cost of the respective
benefit plan for the periods presented. However, portions of the net periodic benefit cost discussed below have been capitalized as a component of property, plant and equipment.



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Qualified Pension Plans

Net periodic
pension cost (benefit) for qualified pension plans for Duke Energy Carolinas, as allocated by Duke Energy, was approximately $(1) million and $1 million for the three months ended June 30, 2009 and 2008, respectively. Net periodic pension cost
(benefit) for qualified pension plans for Duke Energy Carolinas, as allocated by Duke Energy, was approximately $(3) million and $3 million for the six months ended June 30, 2009 and 2008, respectively.

Non-Qualified Pension Plans

Net periodic pension cost for non-qualified
pension plans for Duke Energy Carolinas, as allocated by Duke Energy, was insignificant for each of the three months ended June 30, 2009 and 2008. Net periodic pension cost for non-qualified pension plans for Duke Energy Carolinas, as allocated
by Duke Energy, was approximately $1 million for each of the six months ended June 30, 2009 and 2008.

Other Post-Retirement Benefit Plans

Net periodic other post-retirement benefit cost for Duke Energy Carolinas, as allocated by Duke Energy, was approximately $5 million and $4 million for the three
months ended June 30, 2009 and 2008, respectively. Net periodic other post-retirement benefit cost for Duke Energy Carolinas, as allocated by Duke Energy, was approximately $9 million for each of the six months ended June 30, 2009 and
2008.

8. Risk Management, Derivative Instruments and Hedging Activities

The primary risks Duke Energy Carolinas manages by utilizing derivative instruments are commodity price risk and interest rate risk. Duke Energy Carolinas closely monitors the risks associated with commodity price changes and
changes in interest rates on its operations and, where appropriate, uses various commodity and interest rate instruments to manage these risks. Certain of these derivative instruments are designated as hedging instruments under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), while others either do not qualify as a hedge or have not been designated as hedges by Duke Energy Carolinas (hereinafter referred to as
undesignated contracts). Duke Energy Carolinas primary use of energy commodity derivatives is to hedge its generation portfolio against exposure to the price of power. Interest rate swaps may be entered into to manage interest rate risk
associated with Duke Energy Carolinas variable-rate and fixed-rate borrowings.

SFAS No. 133 requires the recognition of all derivative
instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets. In accordance with SFAS No. 133, Duke Energy Carolinas may elect to designate qualifying commodity and interest rate derivatives as either cash flow
hedges or fair value hedges. Additionally, Duke Energy Carolinas enters into derivative agreements that are economic hedges that either do not qualify for hedge accounting or have not been designated as a hedge. As substantially all of Duke Energy
Carolinas operations apply the provisions of SFAS No. 71, gains and losses associated with undesignated contracts are deferred as regulatory liabilities and assets, respectively, thus there is no immediate earnings impact associated with the
change in fair values of these derivative contracts.

Commodity Price Risk

Duke Energy Carolinas is exposed to the impact of market changes in the future prices of electricity (energy and capacity), coal, natural gas
and emission allowances (sulfur dioxide (SO2), seasonal NOX and annual NOX) as a result of its energy operations in electric generation. Duke Energy Carolinas is exposed to changes including, but not limited to, the cost of coal used to generate
electricity, the prices of electricity in wholesale markets and the cost of emission allowances for SO2, seasonal NOX and annual NOX, primarily at Duke Energy Carolinas coal fired power plants. Duke Energy Carolinas
closely monitors the risks associated with commodity price changes on its future operations and, where appropriate, uses various commodity contracts to mitigate the effect of such fluctuations on operations. Duke Energy Carolinas exposure to
commodity price risk is influenced by a number of factors, including, but not limited to, the term of the contract, the liquidity of the market and delivery location.

Commodity derivatives associated with the risk management of Duke Energy Carolinas energy operations are accounted for as undesignated contracts because Duke Energy Carolinas is able to defer gains or losses on the
balance sheet as regulatory liabilities or assets under SFAS No. 71. Additionally, Duke Energy Carolinas enters into various contracts that qualify for the normal purchase and normal sales (NPNS) exception described in paragraph 10 of SFAS
No. 133, as amended. Duke Energy Carolinas primarily applies the



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PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



NPNS exception to contracts within the U.S. Franchised Electric and Gas business segments that relate to the physical delivery of electricity over the next 2 years.

Commodity Fair Value Hedges.At June 30, 2009, Duke Energy Carolinas did not have any open commodity derivative instruments that were
designated as fair value hedges under SFAS No. 133.

Commodity Cash Flow Hedges. At June 30, 2009, Duke Energy Carolinas did not have
any open commodity derivative instruments that were designated as cash flow hedges under SFAS No. 133.

Undesignated Contracts. Duke
Energy Carolinas uses derivative contracts as economic hedges to manage the market risk exposures that arise from electric generation. Undesignated contracts include contracts not designated as a hedge, contracts that do not qualify for hedge
accounting, derivatives that no longer qualify for the NPNS scope exception, and de-designated hedge contracts that were not re-designated as a hedge. The contracts in this category as of June 30, 2009 are associated with forward power sales.

Interest Rate Risk

Duke Energy Carolinas is exposed to
risk resulting from changes in interest rates as a result of its issuance or anticipated issuance of variable and fixed-rate debt and commercial paper. Duke Energy Carolinas manages its interest rate exposure by limiting its variable-rate exposures
to a percentage of total capitalization and by monitoring the effects of market changes in interest rates. To manage risk associated with changes in interest rates, Duke Energy Carolinas may enter into financial contracts, primarily interest rate
swaps and U.S. Treasury lock agreements. At June 30, 2009, Duke Energy Carolinas had one open interest rate swap which is accounted for as a fair value hedge.

Additionally, in anticipation of certain fixed-rate debt issuances, Duke Energy Carolinas has executed forward starting interest rate swaps to lock in components of the market interest rates at the time of the debt issuance and
terminated these hedges prior to the issuance of the corresponding debt. When these transactions occurred, the pre-tax gain or loss recognized from inception to termination of the hedges was recorded as a component of Accumulated Other Comprehensive
Loss and is being amortized as a component of interest expense over the life of the debt.

Volumes

The following table shows information relating to the volume of Duke Energy Carolinas derivative activity outstanding as of June 30, 2009. Amounts
disclosed represent the notional dollar amounts of debt subject to derivative contracts accounted for at fair value in accordance with SFAS No. 133. Volumes associated with contracts qualifying for the NPNS exception have been excluded from the
table below. Amounts disclosed represent the absolute value of notional amounts. Duke Energy Carolinas has netted contractual amounts where offsetting purchase and sale contracts exist with identical delivery locations and time of delivery. Since
all commodity positions are perfectly offset, no quantities are shown below.

Underlying Notional Amounts for Derivative Instruments Accounted for
At Fair Value



|                             |  |              |   
|---------------------------- |  | ------------ | --
|                             |  | June 30,2009
|Financial contracts          |  |              |   
|Interest rates (in millions) |  | $            | 25

The following table shows fair value amounts of derivative contracts as of June 30, 2009 and the line
item(s) in the Consolidated Balance Sheets in which such amounts are included. The fair values of derivative contracts are presented on a gross basis, even when the derivative instruments are subject to master netting arrangements.



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Location and Fair Value Amounts of Derivatives Reflected in the Consolidated Balance Sheets

Balance Sheet Location



|                                                                           |  |                  |   |                      |   |  
|-------------------------------------------------------------------------- |  | ---------------- | - | -------------------- | - | -
|                                                                           |  | June 30, 2009   
|                                                                           |  | AssetDerivatives |   | LiabilityDerivatives
|                                                                           |  | (in millions)   
|Derivatives Designated as Hedging Instruments Under SFAS No. 133           |  |                  |   |                      |   |  
|                                                                           |  |                 
|Interest rate contracts                                                    |  |                  |   |                      |   |  
|Current Assets: Other                                                      |  | $                | 1 |                      | $ | 
|                                                                           |  |                  |   |                      |   |  
|Total derivatives designated as hedging instruments under SFAS No. 133     |  | $                | 1 |                      | $ | 
|                                                                           |  |                  |   |                      |   |  
|Derivatives Not Designated as Hedging Instruments Under SFAS No. 133       |  |                  |   |                      |   |  
|                                                                           |  |                 
|Commodity contracts                                                        |  |                  |   |                      |   |  
|Current Assets: Other                                                      |  | $                | 8 |                      | $ | 
|Current Liabilities: Other                                                 |  |                  |  |                      |   | 9
|                                                                           |  |                  |   |                      |   |  
|Total Derivatives Not Designated as Hedging Instruments Under SFAS No. 133 |  | $                | 8 |                      | $ | 9
|                                                                           |  |                  |   |                      |   |  
|Total Derivatives                                                          |  | $                | 9 |                      | $ | 9
|                                                                           |  |                  |   |                      |   |  

Cash Flow HedgesLocation and Amount of Pre-Tax Losses Recognized in Comprehensive Income

During the three and six months ended June 30, 2009, approximately $2 million and $3 million, respectively, of pre-tax losses on interest
rate hedges were reclassified from Accumulated Other Comprehensive Loss and recorded in the Consolidated Statements of Operations. As of June 30, 2009, approximately $5 million of pre-tax deferred net losses on derivative instruments related to
terminated forward starting interest rate hedges accumulated on the Consolidated Balance Sheets in Accumulated Other Comprehensive Loss are expected to be recognized in earnings during the next twelve months as the hedged transactions occur.

Undesignated HedgesLocation and Amount of Losses Recognized as Regulatory Assets

During the six months ended June 30, 2009, an insignificant amount of net mark-to-market losses were recorded in the Consolidated Balance Sheets as a reduction
to Regulatory Liabilities.

See Note 12 for additional information on fair value disclosures related to derivatives required by SFAS No. 157,
Fair Value Measurements (SFAS No. 157).

9. Regulatory Matters

Rate Related Information. The NCUC and PSCSC approve rates for retail electric services within their states. The Federal Energy Regulatory Commission (FERC)
approves rates for electric sales to wholesale customers served under cost-based rates.

2007 North Carolina Rate Case. On December 20,
2007, the NCUC issued its Order Approving Stipulation and Deciding Non-Settled Issues (Order), which required that Duke Energy Carolinas test period for operating costs reflect an annualized level of the merger cost savings actually
experienced in the test period. However, the NCUC recognized that its treatment of merger savings would not produce a fair result. Therefore, on February 18, 2008 the NCUC issued an order authorizing a 12-month increment rider, beginning
January 2008, of approximately $80 million designed to provide a more equitable sharing of the actual merger savings achieved on an ongoing basis. Duke Energy Carolinas implemented the rate rider effective January 1, 2008 and terminated the
rider effective January 1, 2009. The Order ultimately resulted in an overall average rate decrease of 5% in 2008, increasing to 7% upon expiration of this one-time rate rider.

2009 North Carolina Rate Case. On June 2, 2009, Duke Energy Carolinas filed an Application for Adjustment of Rates and Charges Applicable to Electric
Service in North Carolina to increase its base rates by approximately 12.6%, constituting an increase in annual revenues from North Carolina retail operations of approximately $496 million. The Application is based upon a historical test year
consisting of the 12 months ended December 31, 2008.



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The NCUC issued a procedural order setting five public hearings during September 2009 in various cities within Duke Energy
Carolinas North Carolina service territory and an evidentiary hearing beginning October 19, 2009. Duke Energy Carolinas anticipates that new rates resulting from the proceeding, if approved, would be effective January 1, 2010.
However, Duke Energy Carolinas cannot predict the outcome of this proceeding.

2009 South Carolina Rate Case. On July 27, 2009, Duke
Energy Carolinas filed its Application for Authority to Increase and Adjust Rates and Charges for an increase in rates and charges in South Carolina. Duke Energy Carolinas has requested approval to raise general rates by an average of 9.3%,
constituting an increase in annual revenues of approximately $104 million; however, customers would only experience a 7.2% increase if the PSCSC approves Duke Energy Carolinas plan to return money previously collected from customers for energy
efficiency and demand side management (DSM) programs. Additionally, Duke Energy Carolinas also requested that the PSCSC approve a charge to customer bills to pay for Duke Energy Carolinas new energy efficiency efforts. This is Duke Energy
Carolinas first base rate increase filing in South Carolina since 1991.

Parties to the proceeding include the Office of Regulatory Staff (ORS)
and the South Carolina Energy Users Committee (SCEUC). The intervention deadline is September 25, 2009, with intervenor testimony due October 26, 2009, rebuttal testimony due November 5, 2009, and surrebuttal testimony due November 12, 2009. The
public hearing will occur before the evidentiary hearing, which is scheduled to begin November 30, 2009. A commission order would be expected in January with new rates effective after January 27, 2010.

Energy Efficiency. On May 7, 2007, Duke Energy Carolinas filed its save-a-watt application with the NCUC. The save-a-watt proposal is based on the
avoided cost of generation not needed as a result of the success of Duke Energy Carolinas energy efficiency programs. On February 26, 2009, the NCUC issued an order (i) approving Duke Energy Carolinas energy efficiency
programs; (ii) requesting additional information on Duke Energy Carolinas returns under eight different compensation scenarios; and (iii) authorizing Duke Energy Carolinas to implement its rate rider pending approval of a final
compensation mechanism by the NCUC. Duke Energy Carolinas filed the additional information requested by the NCUC on March 31, 2009. On June 12, 2009, Duke Energy Carolinas filed with the NCUC a settlement agreement between Duke Energy
Carolinas and the Public Staff and several environmental intervenors. Testimony of non-settling parties in response to the settlement agreement was due July 27, 2009. A hearing on the settlement has been scheduled for August 19, 2009. Duke
Energy Carolinas began offering energy conservation programs to North Carolina retail customers and billing a conservation-only rider on June 1, 2009.

On May 6, 2009, the PSCSC approved Duke Energy Carolinas request for (i) approval of conservation and demand response programs; (ii) cancellation of certain existing demand response programs; (iii) deferral of the
costs incurred to develop and implement the energy efficiency programs from June 1, 2009 until the date these costs are reflected in electric rates; and (iv) assurance that Duke Energy Carolinas may true-up incentives for costs deferred
pursuant to the petition in accordance with the PSCSC order on the appropriate compensation mechanism in Duke Energy Carolinas 2009 general rate proceeding. Duke Energy Carolinas began offering demand response and conservation programs to
South Carolina retail customers effective June 1, 2009.

Renewable Resources. On June 6, 2008, Duke Energy Carolinas filed an
application with the NCUC seeking approval to implement a solar photovoltaic distributed generation program (Program). Duke Energy Carolinas proposed to invest $100 million over two years to install electricity generating solar panels at up to 850
North Carolina sites including homes, schools, stores and factories. The Program will help Duke Energy Carolinas meet the requirement of North Carolinas Renewable and Energy Efficiency Portfolio Standard (REPS). It will also enable Duke Energy
Carolinas to evaluate the role of distributed generation on Duke Energy Carolinas electrical system and gain experience in owning and operating renewable energy resources. Because the Program involves the construction of electrical generating
facilities, Duke Energy Carolinas required a Certificate of Public Convenience and Necessity (CPCN) from the NCUC. The REPS statute provides for the recovery of costs Duke Energy Carolinas incurs to comply with its requirements, principally through
an annual rate rider.

In response to concerns raised by the Public Staff and various solar energy groups, Duke Energy Carolinas agreed to reduce the
size of the Program to invest $50 million to install up to 10 MWs of solar photovoltaic capacity. Based upon the revised size and availability of state and federal tax credits, Duke Energy Carolinas estimates that the Program would result in a
monthly charge of approximately $0.08 for residential customers. On December 31, 2008, the NCUC issued its Order Granting a CPCN Subject to Conditions. The conditions are (i) reducing the program size from 20 MWs to 10 MWs (as previously
agreed upon by Duke Energy Carolinas); and (ii) limiting program costs recoverable through the REPS rider to program costs equivalent to the cost of the third place bid in Duke Energy Carolinas 2007 request for proposal for renewable
energy. The Order leaves open the opportunity to recover the excess costs through other recovery mechanisms.

On May 6, 2009, in response to Duke
Energy Carolinas request for reconsideration, the NCUC issued an Order allowing Duke Energy Carolinas to proceed with the Program and allowed Duke Energy Carolinas to recover all costs incurred in executing the Program



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through a combination of the REPS rider and base rates, subject to the NCUCs review of the reasonableness and prudence of Duke Energy Carolinas execution
of the Program. However, the NCUC declined to remove the limitation on costs recoverable through the REPS rider.

Deferral of Costs. On
February 4, 2009, Duke Energy Carolinas filed petitions with the NCUC and the PSCSC requesting an accounting order to defer the incremental costs incurred from the September 2008 purchase of a portion of Saluda Rivers ownership interest
in the Catawba Nuclear Station and certain post-in-service costs that are being or will be incurred in connection with the addition of the Allen Steam Station flue gas desulfurization equipment related to environmental compliance scheduled to go
into service in the spring of 2009. The costs Duke Energy Carolinas sought to defer are the incremental costs that are being incurred or will be incurred from the date these assets are placed in service to the date Duke Energy Carolinas is
authorized to begin reflecting in rates the recovery of such costs on an on-going basis. On February 25, 2009 and March 31, 2009, the PSCSC and NCUC, respectively, approved the deferral of these costs. Duke Energy Carolinas began deferring
the costs in the first quarter of 2009. These costs are included in the Duke Energy Carolinas application to adjust rates filed in North Carolina on June 2, 2009 and in South Carolina on July 27, 2009, as discussed above.

Broad River Energy Center.On August 25, 2007, Duke Energy Carolinas experienced a disturbance on its bulk electric system which initiated at the Broad
River Energy Center, a generating station owned and operated by a third party. The disturbance resulted in the tripping of six Duke Energy Carolinas generating units and the temporary opening of five 230 kilovolt (KV) transmission lines. The event
resulted in no loss of load. In September 2008 the FERC initiated a preliminary, non-public investigation to determine if there were any potential violations by Duke Energy Carolinas of the North American Electric Reliability Council (NERC)
Reliability Standards. This investigation was coordinated with an ongoing Compliance Violation Investigation (CVI) conducted by SERC Reliability Corporation (SERC). On March 5, 2009, FERC presented its preliminary findings about the event
to Duke Energy Carolinas and solicited Duke Energy Carolinas responsive views about the event and the findings. On March 27, 2009, Duke Energy Carolinas conveyed its responsive views to FERC Staff. This investigation could result in
penalties being assessed.

Capital Expansion Projects.

Overview. Duke Energy Carolinas is engaged in planning efforts to meet projected load growth in its service territories. Capacity additions may include new nuclear, coal facilities or gas-fired generation units. Because of the long
lead times required to develop such assets, Duke Energy Carolinas is taking steps now to ensure those options are available.

William States Lee
III Nuclear Station. On December 12, 2007, Duke Energy Carolinas filed an application with the Nuclear Regulatory Commission (NRC), which has been docketed for review, for a combined Construction and Operating License (COL) for two
Westinghouse AP1000 (advanced passive) reactors for the proposed William States Lee III Nuclear Station at a site in Cherokee County, South Carolina. Each reactor is capable of producing approximately 1,117 MW. Submitting the COL application does
not commit Duke Energy Carolinas to build nuclear units. On December 7, 2007, Duke Energy Carolinas filed applications with the NCUC and the PSCSC for approval of Duke Energy Carolinas decision to incur development costs associated with
the proposed William States Lee III Nuclear Station. The NCUC had previously approved Duke Energy Carolinas decision to incur the North Carolina allocable share of up to $125 million in development costs through 2007. The 2007 requests cover a
total of up to $230 million in development costs through 2009, which is comprised of $70 million incurred through December 31, 2007 plus an additional $160 million of anticipated costs in 2008 and 2009. The PSCSC approved Duke Energy
Carolinas William States Lee III Nuclear station project development cost application on June 9, 2008, and the NCUC issued its approval order on June 11, 2008. On July 24, 2008, environmental intervenors filed motions to rescind
or amend the approval orders issued by the NCUC and the PSCSC, and Duke Energy Carolinas subsequently filed responses in opposition to the motions. On August 13 and August 25, 2008, the PSCSC and NCUC, respectively, denied the
environmental intervenor motion. The NRC review of the COL application continues and the current schedule concludes the COL may be granted in mid-2012. Duke Energy Carolinas filed with the Department of Energy (DOE) for a federal loan guarantee,
which has the potential to significantly lower financing costs associated with the proposed William States Lee III Nuclear Station; however, it was not among the four projects selected by the DOE for the final phase of due diligence for the federal
loan guarantee program. The project could be selected in the future if the program funding is expanded or if any of the current finalists drop out.

Cliffside Unit 6. On June 2, 2006, Duke Energy Carolinas filed an application with the NCUC for a CPCN to construct two 800 MW state of the art coal generation units at its existing Cliffside Steam Station in North Carolina. On
March 21, 2007, the NCUC issued an Order allowing Duke Energy Carolinas to build one 800 MW unit. On February 27, 2009, Duke Energy Carolinas filed its latest updated cost estimate of $1.8 billion (excluding up to approximately $0.6
billion of AFUDC) for the approved new Cliffside Unit 6. Duke Energy Carolinas believes that the overall cost of Cliffside Unit 6 will be reduced by approximately $125 million in federal advanced clean coal tax



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credits, as discussed further below. On May 6, 2009, the North Carolina Waste Awareness Network filed a motion to revoke the CPCN. Certain environmental
intervenors filed comments in support of the motion whereas Duke Energy Carolinas and the NCUC Public Staff filed comments opposing the motion. The NCUC has not yet issued an order on the motion.

On February 20, 2008, Duke Energy Carolinas entered into an amended and restated engineering, procurement, construction and commissioning services agreement,
valued at approximately $1.3 billion, with an affiliate of The Shaw Group, Inc., of which approximately $950 million relates to participation in the construction of Cliffside Unit 6, with the remainder related to a flue gas desulfurization system on
an existing unit at Cliffside.

On January 29, 2008, the North Carolina Department of Environment and Natural Resources (DENR) issued a final air
permit for the new Cliffside Unit 6 and on-site construction has begun. In March 2008, four contested case petitions, which have since been consolidated, were filed appealing the final air permit. On May 12, 2009, the Administrative Law Judge
issued rulings favorable to DENR and Duke Energy, dismissing several of petitioners claims and granting summary judgment against petitioners on other claims. A hearing on remaining claims is not expected before the end of 2009. See Note 10 for
a discussion of a lawsuit filed by the Southern Alliance for Clean Energy, Environmental Defense Fund, National Parks Conservation Association, Natural Resources Defenses Council, and Sierra Club (collectively referred to as Citizen Groups) related
to the construction of Cliffside Unit 6.

On October 14, 2008, Duke Energy Carolinas submitted revised hazardous air pollutant (HAPs) emissions
determination documentation including revised emission source information to the Division of Air Quality (DAQ) indicating that no maximum achievable control technology (MACT) or MACT-like requirements apply because Cliffside Unit 6 has been
demonstrated to be a minor source of HAPs. On October 24, 2008, Duke Energy Carolinas filed to amend its air permit to include emission limits to assure the public of the minor source status of Cliffside Unit 6. After issuing a draft permit and
holding public hearings on that draft permit in January 2009, the DAQ issued the revised permit on March 13, 2009, finding that Cliffside Unit 6 is a minor source of HAPs and imposing operating conditions to assure that emissions stay below the
major source threshold. In May 2009, four contested case petitions were filed appealing the March 13, 2009 final air permit. The North Carolina DAQ has moved to consolidate all four cases with each other and with the four consolidated cases
filed in 2008. Once consolidated, the same schedule will govern all eight cases. The four new cases have not yet been consolidated.

Dan River
Steam Station and Buck Steam Station. On June 29, 2007, Duke Energy Carolinas filed with the NCUC preliminary CPCN information to construct a 620 MW combined cycle natural gas-fired generating facility at its existing Dan River Steam
Station, as well as updated preliminary CPCN information to construct a 620 MW combined cycle natural gas-fired generating facility at its existing Buck Steam Station. On December 14, 2007, Duke Energy Carolinas filed CPCN applications for the
two combined cycle facilities. The NCUC consolidated its consideration of the two CPCN applications and held an evidentiary hearing on the applications on March 11, 2008. The NCUC issued its order approving the CPCN applications for the Buck
and Dan River combined cycle projects on June 5, 2008. On May 5, 2008, Duke Energy Carolinas entered into an engineering, construction and commissioning services agreement for the Buck combined cycle project, valued at approximately $275
million, with Shaw North Carolina, Inc. On November 5, 2008, Duke Energy Carolinas notified the NCUC that since the issuance of the CPCN Order, recent economic factors have caused increased uncertainty with regard to forecasted load and
near-term capital expenditures, which has resulted in a modification of the construction schedule. Under the revised schedule, the Buck Project is expected to be delayed for a period of up to one year and is currently anticipated to begin operation
in simple cycle mode in the summer of 2011 and convert to combined cycle mode in the summer of 2012. The Dan River Project is expected to begin operation in combined cycle mode in 2012 as originally planned, but without a phased-in simple cycle
commercial operation.

On October 15, 2008, the DAQ issued a final construction permit authorizing construction of the Buck combined cycle
natural gas-fired generating units.

Federal Advanced Clean Coal Tax Credits. Duke Energy Carolinas has been awarded approximately $125 million
of federal advanced clean coal tax credits associated with its construction of Cliffside Unit 6. In March 2008, two environmental groups, Appalachian Voices and the Canary Coalition, filed suit against the Federal government challenging the tax
credits awarded to incentivize certain clean coal projects. Although Duke Energy Carolinas was not a party to the case, the allegations center on the tax incentives provided for Duke Energy Carolinas Cliffside project. The initial complaint
alleged a failure to comply with the National Environmental Policy Act. The first amended complaint, filed in August 2008, added an Endangered Species Act claim and also sought declaratory and injunctive relief against the U.S. Department of Energy
and the U.S. Department of the Treasury. On November 10, 2008, the District Court dismissed the case, finding that plaintiffs lacked standing to pursue their claims. The plaintiffs motion for reconsideration of the ruling remains pending.



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Other Matters.

City of Orangeburg, South
Carolina Wholesale Sales.On June 28, 2008, Duke Energy Carolinas filed notice with the NCUC that it intends to sell electricity to the City of Orangeburg, South Carolina (City of Orangeburg), a wholesale customer, at native load priority.
Duke Energy Carolinas and the City of Orangeburg also filed a joint petition asking the NCUC to declare that the City of Orangeburg contract and all future Duke Energy Carolinas native load priority wholesale contracts will be treated for ratemaking
and reporting purposes in the same manner as such existing wholesale contracts (i.e., revenues from those contracts will be allocated to wholesale jurisdiction and costs will be allocated to wholesale jurisdiction based on system average costs). On
March 30, 2009, the NCUC issued its Order in which it concluded that Duke Energy Carolinas can proceed with the City of Orangeburg contract at its own risk; however, Duke Energy Carolinas cannot treat the City of Orangeburgs load as Duke
Energy Carolinas native load. Further, the NCUC concluded that based on the evidence presented, a future Commission should allocate costs based upon incremental costs in any future ratemaking case. The NCUC distinguished the City of Orangeburg from
wholesale customers that have been historically served by Duke Energy Carolinas because the City of Orangeburg has not shared in the costs of Duke Energy Carolinas existing system. In April 2009, the City of Orangeburg terminated its contract
with Duke Energy Carolinas and informed Duke Energy Carolinas that it will continue to take service from South Carolina Electric and Gas Company through the end of 2010. On April 29, 2009, Duke Energy Carolinas and the City of Orangeburg
filed a Notice of Appeal with the North Carolina Court of Appeals. Additionally, on July 2, 2009, the City of Orangeburg filed a Petition for Declaratory Order with the FERC seeking relief from the NCUC Order on various grounds, including
violation of the Public Utility Regulatory Policies Act voluntary coordination provisions and federal preemption.

Duke Energy Carolinas has also
filed advance notices of its intent to serve additional wholesale customers; namely, the City of Greenwood, South Carolina and Haywood Electric Membership Corp., at native load priority. Given that these wholesale customers were historically served
by Duke Energy Carolinas for a portion their load, Duke Energy Carolinas will seek to distinguish these contracts from the Orangeburg decision. On July 20, 2009, the NCUC issued an order concluding that Duke Energy Carolinas can proceed with
the Greenwood purchased power agreement and that Greenwoods load may be treated the same as retail native load.

10. Commitments and Contingencies

Environmental

Duke Energy Carolinas is subject to
federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. These regulations can be changed from time to time, imposing new obligations on Duke Energy Carolinas.

Remediation Activities. Duke Energy Carolinas is responsible for environmental remediation at various contaminated sites. These include some
properties that are part of ongoing Duke Energy Carolinas operations, sites formerly owned or used by Duke Energy Carolinas entities, and sites owned by third parties. Remediation typically involves management of contaminated soils and
may involve groundwater remediation. Managed in conjunction with relevant federal, state and local agencies, activities vary with site conditions and locations, remedial requirements, complexity and sharing of responsibility. If remediation
activities involve statutory joint and several liability provisions, strict liability, or cost recovery or contribution actions, Duke Energy Carolinas or its affiliates could potentially be held responsible for contamination caused by other parties.
In some instances, Duke Energy Carolinas may share liability associated with contamination with other potentially responsible parties, and may also benefit from insurance policies or contractual indemnities that cover some or all cleanup costs. All
of these sites generally are managed in the normal course of business or affiliate operations. Management, in the normal course of business, continually assesses the nature and extent of known or potential environmental-related contingencies and
records liabilities when losses become probable and are reasonably estimable.

Included in Other within Deferred Credits on the Consolidated Balance
Sheets were total accruals related to extended environmental-related activities of approximately $15 million as of both June 30, 2009 and December 31, 2008. These accruals represent Duke Energy Carolinas provisions for costs
associated with remediation activities at some of its current and former sites, as well as other relevant environmental contingent liabilities. Management, in the normal course of business, continually assesses the nature and extent of known or
potential environmental-related contingencies and records liabilities when losses become probable and are reasonably estimable.

Clean Water Act
316(b). The Environmental Protection Agency (EPA) finalized its cooling water intake structures rule in July 2004. The rule established aquatic protection requirements for existing facilities that withdraw 50 million gallons or more of
water per day from rivers, streams, lakes, reservoirs, estuaries, oceans or other U.S. waters for cooling purposes. Eight of Duke Energy Carolinas eleven



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coal and nuclear-fueled generating facilities in which Duke Energy Carolinas is either a whole or partial owner are affected sources under that rule. On April 1,
2009, the U.S. Supreme Court ruled in favor of the appellants that the EPA may consider costs when determining which technology option each site should implement. Depending on how the cost-benefit analysis is incorporated into the revised EPA rule,
the analysis could narrow the range of technology options required for each of the 8 affected facilities. Because of the wide range of potential outcomes, Duke Energy Carolinas is unable to estimate its costs to comply at this time.

Clean Air Interstate Rule (CAIR). The EPA finalized its CAIR in May 2005. The CAIR limits total annual and summertime NOx emissions and annual SO2 emissions from electric generating facilities across the Eastern U.S. through a
two-phased cap-and-trade program. Phase 1 begins in 2009 for NOx and in 2010 for SO2. Phase 2 begins in
2015 for both NOx and SO2. On March 25, 2008, the U.S. Court of Appeals for the District of Columbia
(D.C. Circuit) heard oral argument in a case involving multiple challenges to the CAIR. On July 11, 2008, the D.C. Circuit issued its decision in North Carolina v. EPANo. 05-1244 vacating the CAIR. The EPA filed a petition for
rehearing on September 24, 2008 with the D.C. District Court asking the court to reconsider various parts of its rule vacating the CAIR. In December 2008, the D.C. Circuit issued a decision remanding the CAIR to the EPA without vacatur. The EPA
must now conduct a new rulemaking to modify the CAIR in accordance with the courts July 11, 2008 opinion. This decision means that the CAIR as initially finalized in 2005 remains in effect until the new EPA rule takes effect. The court
did not impose a deadline or schedule on the EPA. It is uncertain how long the current CAIR will remain in effect or how the new rulemaking will alter the CAIR.

The emission controls Duke Energy Carolinas has installed to comply with state clean air legislation will contribute significantly to achieving compliance with the CAIR requirements. Duke Energy Carolinas is currently unable to
estimate the costs to comply with any new rule the EPA will issue in the future as a result of the D.C. District Courts December 2008 decision discussed above.

Coal Combustion Product (CCP) Management. Duke Energy Carolinas currently estimates that it will spend approximately $140 million over the period 2009-2013 to install synthetic caps and liners at existing and new
CCP landfills and to convert some of its CCP handling systems from wet to dry systems.

Litigation

New Source Review (NSR). In 1999-2000, the U.S. Department of Justice, acting on behalf of the EPA and joined by various citizen groups
and states, filed a number of complaints and notices of violation against multiple utilities across the country for alleged violations of the NSR provisions of the Clean Air Act (CAA). Generally, the government alleges that projects performed at
various coal-fired units were major modifications, as defined in the CAA, and that the utilities violated the CAA when they undertook those projects without obtaining permits and installing the best available emission controls for SO2, NOx and particulate matter. The complaints seek injunctive relief to require installation of pollution
control technology on various generating units that allegedly violated the CAA, and unspecified civil penalties in amounts of up to $32,500 per day for each violation. A number of Duke Energy Carolinas plants have been subject to these
allegations. Duke Energy Carolinas asserts that there were no CAA violations because the applicable regulations do not require permitting in cases where the projects undertaken are routine or otherwise do not result in a net increase in
emissions.

In 2000, the government brought a lawsuit against Duke Energy Carolinas in the U.S. District Court in Greensboro, North Carolina. The EPA
claims that 29 projects performed at 25 of Duke Energy Carolinas coal-fired units in the Carolinas violate these NSR provisions. Three environmental groups have intervened in the case. In August 2003, the trial court issued a summary judgment
opinion adopting Duke Energy Carolinas legal positions on the standard to be used for measuring an increase in emissions, and granted judgment in favor of Duke Energy Carolinas. The trial courts decision was appealed and ultimately
reversed and remanded for trial by the U.S. Supreme Court. At trial, Duke Energy Carolinas will continue to assert that the projects were routine or not projected to increase emissions. No trial date has been set.

It is not possible to predict with certainty whether Duke Energy Carolinas will incur any liability or to estimate the damages, if any, that Duke Energy Carolinas
might incur in connection with this matter. Ultimate resolution of this matter, even in settlement, could have a material adverse effect on Duke Energy Carolinas consolidated results of operations, cash flows or financial
position. However, Duke Energy Carolinas will pursue appropriate regulatory treatment for any costs incurred in connection with such resolution.

Cliffside Unit 6 Permit. On July 16, 2008, the Southern Alliance for Clean Energy, Environmental Defense Fund, National Parks Conservation Association, Natural Resources Defenses Council, and Sierra Club (collectively referred
to as Citizen Groups) filed suit in federal court alleging that Duke Energy Carolinas violated the CAA when it commenced construction of Cliffside Unit 6 at Cliffside Steam Station in Rutherford County, North Carolina without obtaining a
determination that the maximum achievable control technology (MACT)



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emission limits will be met for all prospective emissions at that plant. The Citizen Groups claim the right to injunctive relief against further construction at the
plant as well as civil penalties in the amount of up to $32,500 per day for each alleged violation. In July 2008, Duke Energy Carolinas voluntarily performed a MACT assessment of air emission controls planned for Cliffside Unit 6 and submitted the
results to the DENR. On August 8, 2008 the plaintiffs filed a motion for summary judgment. On December 2, 2008, the Court granted summary judgment in favor of the Plaintiffs and entered judgment ordering Duke Energy Carolinas to initiate a
MACT process before the DAQ. The court did not order an injunction against further construction, but retained jurisdiction to monitor the MACT proceedings. On December 4, 2008, Duke Energy Carolinas submitted its MACT filing and supporting
information to the DAQ specifically seeking the DAQs concurrence as a threshold matter that construction of Cliffside Unit 6 is not a major source subject to section 112 of the CAA and submitting a MACT determination application. Concurrent
with the initiation of the MACT process, Duke Energy Carolinas filed a notice of appeal to the Fourth Circuit of Appeals of the Courts December 2, 2008 order to reverse the Courts determination that Duke Energy Carolinas violated
the CAA. The DAQ issued the revised permit on March 13, 2009. Based upon DAQs minor-source determination, Duke Energy Carolinas filed a motion requesting that the court abstain from further action on the matter and dismiss the
plaintiffs complaint. The court granted Duke Energy Carolinas motion to abstain and dismissed the plaintiffs complaint without prejudice. Duke Energy Carolinas is considering whether it will further pursue the pending appeal.

It is not possible to predict with certainty whether Duke Energy Carolinas will incur any liability or to estimate the damages, if any, that Duke Energy
Carolinas might incur in connection with this matter. To the extent that a court of proper jurisdiction halts construction of the plant, Duke Energy Carolinas will seek to meet customers need for power through other resources. In addition,
Duke Energy Carolinas will seek appropriate regulatory treatment for the investment in the plant.

Duke Energy Retirement Cash Balance Plan. A
class action lawsuit was filed in federal court in South Carolina against Duke Energy and the Duke Energy Retirement Cash Balance Plan, alleging violations of Employee Retirement Income Security Act (ERISA) and the Age Discrimination in Employment
Act (ADEA). These allegations arise out of the conversion of the Duke Energy Company Employees Retirement Plan into the Duke Energy Retirement Cash Balance Plan. The case also raises some Plan administration issues, alleging errors in the
application of Plan provisions (i.e., the calculation of interest rate credits in 1997 and 1998 and the calculation of lump-sum distributions). The plaintiffs seek to represent present and former participants in the Duke Energy Retirement Cash
Balance Plan. This group is estimated to include approximately 36,000 persons. The plaintiffs also seek to divide the putative class into sub-classes based on age. Six causes of action are alleged, ranging from age discrimination, to various alleged
ERISA violations, to allegations of breach of fiduciary duty. The plaintiffs seek a broad array of remedies, including a retroactive reformation of the Duke Energy Retirement Cash Balance Plan and a recalculation of participants/
beneficiaries benefits under the revised and reformed plan. Duke Energy filed its answer in March 2006. A portion of this contingent liability was assigned to Spectra Energy in connection with the spin-off in January 2007. A hearing on the
plaintiffs motion to amend the complaint to add an additional age discrimination claim, defendants motion to dismiss and the respective motions for summary judgment was held in December 2007. On June 2, 2008, the court issued its
ruling denying plaintiffs motion to add the additional claim and dismissing a number of plaintiffs claims, including the claims for ERISA age discrimination. Since that date, plaintiffs have notified Duke Energy that they are withdrawing
their ADEA claim. No trial date has been set. At mediation, plaintiffs quantified their claims as being in excess of $150 million. It is not possible to predict with certainty the damages, if any, that Duke Energy or Duke Energy Carolinas might
incur in connection with this matter.

Asbestos-related Injuries and Damages Claims. Duke Energy Carolinas has experienced numerous claims for
indemnification and medical cost reimbursement relating to damages for bodily injuries alleged to have arisen from the exposure to or use of asbestos in connection with construction and maintenance activities conducted by Duke Energy Carolinas on
its electric generation plants prior to 1985.

Amounts recognized as asbestos-related reserves related to Duke Energy Carolinas in the Consolidated
Balance Sheets totaled approximately $1,005 million and $1,031 million as of June 30, 2009 and December 31, 2008, respectively, and are classified in Other within Deferred Credits and Other Liabilities and Other within Current Liabilities.
These reserves are based upon the minimum amount in Duke Energys best estimate of the range of loss for current and future asbestos claims through 2027. Management believes that it is possible there will be additional claims filed against Duke
Energy Carolinas after 2027. In light of the uncertainties inherent in a longer-term forecast, management does not believe that they can reasonably estimate the indemnity and medical costs that might be incurred after 2027 related to such potential
claims. Asbestos-related loss estimates incorporate anticipated inflation, if applicable, and are recorded on an undiscounted basis. These reserves are based upon current estimates and are subject to greater uncertainty as the projection period
lengthens. A significant upward or downward trend in the number of claims filed, the nature of the alleged injury, and the average cost of resolving each such claim could change Duke Energy Carolinas estimated liability, as could any
substantial adverse or



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Notes To Unaudited Consolidated Financial Statements(Continued)



favorable verdict at trial. A federal legislative solution, further state tort reform or structured settlement transactions could also change the estimated liability.
Given the uncertainties associated with projecting matters into the future and numerous other factors outside the control of Duke Energy Carolinas, management believes that it is possible Duke Energy Carolinas may incur asbestos liabilities in
excess of the recorded reserves.

Duke Energy Carolinas has a third-party insurance policy to cover certain losses related to Duke Energy
Carolinas asbestos-related injuries and damages above an aggregate self insured retention of $476 million. Duke Energy Carolinas cumulative payments began to exceed the self insurance retention on its insurance policy during the second
quarter of 2008. Future payments up to the policy limit will be reimbursed by Duke Energy Carolinas third party insurance carrier. The insurance policy limit for potential future insurance recoveries for indemnification and medical cost claim
payments is $1,074 million in excess of the self insured retention. Insurance recoveries of approximately $1,007 million and $1,032 million related to this policy are classified in the Consolidated Balance Sheets in Other within Investments and
Other Assets and Receivables as of June 30, 2009 and December 31, 2008, respectively. Duke Energy Carolinas is not aware of any uncertainties regarding the legal sufficiency of insurance claims. Management believes the insurance recovery
asset is probable of recovery as the insurance carrier continues to have a strong financial strength rating.

Other Litigation and Legal
Proceedings. Duke Energy Carolinas is involved in other legal, tax and regulatory proceedings arising in the ordinary course of business, some of which involve substantial amounts. Duke Energy Carolinas believes that the final disposition of
these proceedings will not have a material adverse effect on its consolidated results of operations, cash flows or financial position.

Duke Energy
Carolinas has exposure to certain legal matters that are described herein. As of June 30, 2009 and December 31, 2008, Duke Energy Carolinas has recorded reserves, including reserves related to the aforementioned asbestos-related injuries
and damages claims, of approximately $1 billion and $1.1 billion, respectively, for these proceedings and exposures. Duke Energy Carolinas has insurance coverage for certain of these losses incurred. The reserves represent managements best
estimate of probable loss as defined by SFAS No. 5, Accounting for Contingencies. As of June 30, 2009 and December 31, 2008, Duke Energy Carolinas recognized approximately $1,007 million and $1,032 million,
respectively, of probable insurance recoveries related to these losses.

Duke Energy Carolinas expenses legal costs related to the defense of loss
contingencies as incurred.

Other Commitments and Contingencies

General. As part of its normal business, Duke Energy Carolinas enters into various fixed-price, non-cancelable commitments to purchase or sell power (tolling arrangements or power purchase contracts) that may or may not be recognized
on the Consolidated Balance Sheets. Some of these arrangements may be recognized at market value on the Consolidated Balance Sheets as derivatives or qualifying hedge positions. See Note 8 for further discussion regarding Duke Energy Carolinas
derivative activity.

11. Related Party Transactions

Balances due to or due from related parties included in the Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008 are as follows:



|                                                            |  |               |        |   |                  |   |        |  
|----------------------------------------------------------- |  | ------------- | ------ | - | ---------------- | - | ------ | -
|                                                            |  | June 30,2009  |        |   | December 31,2008 |  
|                                                            |  | (in millions) |       
|Other current assetsdue from affiliated companies(a)(b)    |  | $             | 521    |   |                  | $ | 300    |  
|Other current liabilitiesdue to affiliated companies(b)(c) |  |               | (80    | ) |                  |   | (93    | )
|Net deferred tax liabilitiesdue to Duke Energy(d)          |  |               | (3,160 | ) |                  |   | (2,700 | )



|(a) | Of the balance at June 30, 2009, $439 million is classified as Other within Current Assets and $82 million is classified as Receivables on the Consolidated Balance Sheets. Of the balance
at December 31, 2008, approximately $202 million is classified as Other within Current Assets and approximately $98 million is classified as Receivables on the Consolidated Balance Sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Balances exclude assets or liabilities associated with money pool arrangements as discussed below.
|--- | --------------------------------------------------------------------------------------------------

|(c) | The balances are classified as Accounts Payable on the Consolidated Balance Sheets.
|--- | -----------------------------------------------------------------------------------

|(d) | Of the balance at June 30, 2009, approximately $(3,177) million is classified as Deferred Income Taxes and $17 million is classified as Other within Current Assets on the Consolidated
Balance Sheets. Of the balance at December 31, 2008, approximately $(2,728) million is classified as Deferred income taxes within Deferred Credits and Other Liabilities and approximately $28 million is classified as Other within Current Assets
on the Consolidated Balance Sheets.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duke Energy Carolinas is charged its proportionate share of corporate governance and other costs by
an unconsolidated affiliate that is a consolidated affiliate of Duke Energy. Corporate governance and other shared services costs are primarily related to human resources, employee benefits, legal and accounting fees, as well as other third party
costs. During the three months ended June 30, 2009 and 2008, Duke Energy Carolinas recorded governance and shared services expenses of approximately $207 million and $201



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Notes To Unaudited Consolidated Financial Statements(Continued)



million, respectively. During the six months ended June 30, 2009 and 2008, Duke Energy Carolinas recorded governance and shared services expenses of approximately
$397 million and $388 million, respectively. Additionally, as discussed in Note 2, up through June 30, 2008, Duke Energy Carolinas was charged a management fee by the same unconsolidated affiliate. For the three and six months ended
June 30, 2008, this management fee amounted to approximately $14 million and $32 million, respectively. These amounts are recorded in Operation, Maintenance and Other within Operating Expenses on the Consolidated Statements of Operations.

Duke Energy Carolinas incurs expenses related to its insurance coverage through Bison Insurance Company Limited, Duke Energys wholly-owned
captive insurance subsidiary. These amounts were approximately $7 million for each of the three months ended June 30, 2009 and 2008, and approximately $14 million and $15 million for the six months ended June 30, 2009 and 2008,
respectively. These expenses are recorded in Operation, Maintenance and Other within Operating Expenses on the Consolidated Statements of Operations. Additionally, Duke Energy Carolinas records income associated with the rental of office space to a
consolidated affiliate of Duke Energy. This rental income was approximately $4 million and $3 million for the three months ended June 30, 2009 and 2008, respectively, and approximately $8 million and $6 million for the six months ended
June 30, 2009 and 2008, respectively.

As discussed further in Note 6, Duke Energy Carolinas participates in a money pool arrangement with Duke
Energy and other Duke Energy subsidiaries. As of June 30, 2009, Duke Energy Carolinas had net receivables of approximately $313 million, which are classified within Receivables in the accompanying Consolidated Balance Sheets, and approximately
$327 million of outstanding money pool borrowings which are classified as long-term borrowings within Long-Term Debt in the accompanying Consolidated Balance Sheets.

During the three months ended June 30, 2009, Duke Energy Carolinas received a $250 million capital contribution from its parent, Duke Energy. Additionally, during the three months ended June 30, 2009, Duke
Energy Carolinas recorded an approximate $3 million increase in Members Equity as a result of forgiveness of an advance by its parent, Duke Energy.

12.
Fair Value of Financial Assets and Liabilities

On January 1, 2008, Duke Energy Carolinas adopted SFAS No. 157 for financial instruments
and non-financial derivatives. In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS No. 157 until
January 1, 2009 for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Accordingly, effective January 1, 2009, Duke Energy Carolinas
adopted SFAS No. 157 for non-financial assets and liabilities. Duke Energy Carolinas did not record any cumulative effect adjustment to retained earnings as a result of the adoption of SFAS No. 157.

SFAS No. 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure requirements about fair value measurements.
Under SFAS No. 157, fair value is considered to be the exchange price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date. The fair value definition under SFAS No. 157
focuses on an exit price, which is the price that would be received by Duke Energy Carolinas to sell an asset or paid to transfer a liability, versus an entry price, which would be the price paid to acquire an asset or received to assume a
liability. Although SFAS No. 157 does not require additional fair value measurements, it applies to other accounting pronouncements that require or permit fair value measurements.

Duke Energy Carolinas determines fair value of financial assets and liabilities based on the following fair value hierarchy, as prescribed by SFAS No. 157,
which prioritizes the inputs to valuation techniques used to measure fair value into three levels:

Level 1 inputsunadjusted quoted
prices in active markets for identical assets or liabilities that Duke Energy Carolinas has the ability to access. An active market for the asset or liability is one in which transactions for the asset or liability occurs with sufficient frequency
and volume to provide ongoing pricing information. Duke Energy Carolinas does not adjust quoted market prices on Level 1 inputs for any blockage factor.

Level 2 inputsinputs other than quoted market prices included in Level 1 that are observable, either directly or indirectly, for the asset or liability. Level 2 inputs include, but are not limited to, quoted prices for similar
assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted market prices that are observable for the asset or liability, such as interest rate
curves and yield curves observable at commonly quoted intervals, volatilities, credit risk and default rates.

Level 3 inputsunobservable
inputs for the asset or liability.



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DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-including an amendment of FASB Statement No. 115 (SFAS No. 159), which permits entities to elect to measure many financial instruments and certain other items at fair value. For Duke Energy Carolinas, SFAS
No. 159 was effective as of January 1, 2008 and had no impact on amounts presented for periods prior to the effective date. Duke Energy Carolinas does not currently have any financial assets or financial liabilities for which the
provisions of SFAS No. 159 have been elected. However, in the future, Duke Energy Carolinas may elect to measure certain financial instruments at fair value in accordance with this standard.

The following tables provide the fair value measurement amounts for assets and liabilities recorded on Duke Energy Carolinas Consolidated Balance Sheets at
fair value at June 30, 2009 and December 31, 2008:



|                                                             |  |                                         |       |   |         |   |         |  |   |         |   |  |   |   
|------------------------------------------------------------ |  | --------------------------------------- | ----- | - | ------- | - | ------- |  | - | ------- | - |  | - | --
|                                                             |  | Total Fair ValueAmounts atJune 30, 2009 |       |   | Level 1 |   | Level 2 |  |   | Level 3
|                                                             |  | (in millions)                          
|Description                                                  |  |                                         |       |   |         |   |         |  |   |         |   |  |   |   
|Investments in available-for-sale auction rate securities(a) |  | $                                       | 71    |   |         | $ |        |  | $ |        |   |  | $ | 71
|Nuclear decommissioning trust fund equity securities(b)      |  |                                         | 898   |   |         |   | 898     |  |   |        |   |  |   |  
|Nuclear decommissioning trust fund debt securities(b)        |  |                                         | 615   |   |         |   | 93      |  |   | 522     |   |  |   |  
|Derivative Assets(c)                                         |  |                                         | 9     |   |         |   |        |  |   | 9       |   |  |   |  
|                                                             |  |                                         |       |   |         |   |         |  |   |         |   |  |   |   
|Total assets                                                 |  |                                         | 1,593 |   |         |   | 991     |  |   | 531     |   |  |   | 71
|Derivative liabilities(c)                                    |  |                                         | (9    | ) |         |   |        |  |   | (9      | ) |  |   |  
|                                                             |  |                                         |       |   |         |   |         |  |   |         |   |  |   |   
|Net assets                                                   |  | $                                       | 1,584 |   |         | $ | 991     |  | $ | 522     |   |  | $ | 71
|                                                             |  |                                         |       |   |         |   |         |  |   |         |   |  |   |   



|(a) | Included in Other within Investments and Other Assets on the Consolidated Balance Sheets.
|--- | -----------------------------------------------------------------------------------------

|(b) | See Note 13 for additional information related to investments by major security type.
|--- | -------------------------------------------------------------------------------------

|(c) | See Note 8 for additional information related to derivatives.
|--- | -------------------------------------------------------------



|                                                             |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   
|------------------------------------------------------------ |  | ------------------------------------------- | ----- | - | ------- | - | ------- |  | - | ------- | - |  | - | --
|                                                             |  | Total Fair ValueAmounts atDecember 31, 2008 |       |   | Level 1 |   | Level 2 |  |   | Level 3
|                                                             |  | (in millions)                              
|Description                                                  |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   
|Investments in available-for-sale auction rate securities(a) |  | $                                           | 72    |   |         | $ |        |  | $ |        |   |  | $ | 72
|Nuclear decommissioning trust fund(b)                        |  |                                             | 1,436 |   |         |   | 853     |  |   | 583     |   |  |   |  
|Derivative Assets                                            |  |                                             | 16    |   |         |   |        |  |   | 16      |   |  |   |  
|                                                             |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   
|Total Assets                                                 |  |                                             | 1,524 |   |         |   | 853     |  |   | 599     |   |  |   | 72
|                                                             |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   
|Derivative Liabilities                                       |  |                                             | (13   | ) |         |   |        |  |   | (13     | ) |  |   |  
|                                                             |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   
|Net Assets                                                   |  | $                                           | 1,511 |   |         | $ | 853     |  | $ | 586     |   |  | $ | 72
|                                                             |  |                                             |       |   |         |   |         |  |   |         |   |  |   |   



|(a) | Approximately $26 million of auction rate securities are included in Other within Investments and Other Assets and approximately $46 million are classified as Short-Term Investments within
Current Assets on the Consolidated Balance Sheets.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | See Note 13 for additional information related to investments by major security type.
|--- | -------------------------------------------------------------------------------------



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DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



The following tables provides a reconciliation of beginning and ending balances of assets measured at fair value on a recurring basis
where the determination of fair value includes significant unobservable inputs (Level 3):

Rollforward of Level 3 Measurements



|                                                                       |  |                                          |    |  
|---------------------------------------------------------------------- |  | ---------------------------------------- | -- | -
|                                                                       |  | Available-for-SaleAuction RateSecurities |   
|                                                                       |  | (in millions)                            |   
|Three Months Ended June 30, 2009                                       |  |                                          |    |  
|Balance at April 1, 2009                                               |  | $                                        | 70 |  
|Total pre-tax unrealized gains included in Other Comprehensive Income  |  |                                          | 1  |  
|                                                                       |  |                                          |    |  
|Balance at June 30, 2009                                               |  | $                                        | 71 |  
|                                                                       |  |                                          |    |  
|                                                                       | 
|Six Months Ended June 30, 2009                                         |  |                                          |    |  
|Balance at January 1, 2009                                             |  | $                                        | 72 |  
|Total pre-tax unrealized losses included in Other Comprehensive Income |  |                                          | (1 | )
|                                                                       |  |                                          |    |  
|Balance at June 30, 2009                                               |  | $                                        | 71 |  
|                                                                       |  |                                          |    |  



|                                                                       |  |                                          |    |  
|---------------------------------------------------------------------- |  | ---------------------------------------- | -- | -
|                                                                       |  | Available-for-SaleAuction RateSecurities |   
|                                                                       |  | (in millions)                            |   
|Three Months Ended June 30, 2008                                       |  |                                          |    |  
|Balance at April 1, 2008                                               |  | $                                        | 77 |  
|Total pre-tax unrealized losses included in Other Comprehensive Income |  |                                          | (2 | )
|                                                                       |  |                                          |    |  
|Balance at June 30, 2008                                               |  | $                                        | 75 |  
|                                                                       |  |                                          |    |  
|                                                                       | 
|Six Months Ended June 30, 2008                                         |  |                                          |    |  
|Balance at January 1, 2008                                             |  | $                                        |   |  
|Transfers in to Level 3                                                |  |                                          | 82 |  
|Total pre-tax unrealized losses included in Other Comprehensive Income |  |                                          | (7 | )
|                                                                       |  |                                          |    |  
|Balance at June 30, 2008                                               |  | $                                        | 75 |  
|                                                                       |  |                                          |    |  

Valuation methods of the primary fair value measurements disclosed above are as follows:

Investments in equity securities: Investments in equity securities held in the nuclear decommissioning trust fund (NDTF) are typically valued at the closing
price in the principal active market as of the last business day of the quarter. Principal active markets for equity prices include published exchanges such as NASDAQ and NYSE. Foreign equity prices are translated from their trading currency using
the currency exchange rate in effect at the close of the principal active market. Duke Energy Carolinas does not adjust prices to reflect for after-hours market activity. The majority of Duke Energy Carolinas investments in equity securities
are valued using Level 1 measurements.

Investments in available-for-sale auction rate securities: As of June 30, 2009, Duke Energy
Carolinas has approximately $82 million par value (approximately $71 million fair value) of auction rate securities for which an active market does not currently exist. The majority of these auction rate securities are AAA rated student loan
securities for which substantially all the values are ultimately backed by the U.S. government. All of these securities were valued as of June 30, 2009 using Level 3 measurements. The methods and significant assumptions used to determine the
fair values of Duke Energy Carolinas investment in auction rate debt securities represented a combination of broker-provided quotations and estimations of fair value using validation of such quotations through internal discounted cash flow
models which incorporated primarily Duke Energy Carolinas own assumptions as to the term over which such investments will be recovered at par, the current level of interest rates, and the appropriate risk-adjusted (for liquidity and credit)
discount rates when relevant observable inputs are not available to determine present value of such cash flows. In preparing the valuations, all significant value drivers were considered, including the underlying collateral.



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Notes To Unaudited Consolidated Financial Statements(Continued)



As discussed further in Note 13, during the first quarter of 2009, Duke Energy Carolinas adopted the provisions of FSP No. FAS 157-4,
Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, (FSP No. FAS 157-4) and FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments, (FSP No. FAS 115-2 and FAS 124-2) and applied the principles of these FSPs to the valuation of its investments in auction rate debt securities. There were no
other-than-temporary impairments associated with investments in auction rate debt securities necessary during the three or six months ended June 30, 2009.

Investments in debt securities: Most debt investments held in the NDTF are valued based on a calculation using interest rate curves and credit spreads applied to the terms of the debt instrument (maturity and coupon
interest rate) and consider the counterparty credit rating. Most debt valuations are Level 2 measures. If the market for a particular fixed income security is relatively inactive or illiquid, the measurement is a Level 3 measurement. U.S. Treasury
debt is typically a Level 1 measurement.

Commodity derivatives: The pricing for commodity derivatives is primarily a calculated value which
incorporates the forward price and is adjusted for liquidity (bid-ask spread), credit or non-performance risk (after reflecting credit enhancements such as collateral) and discounted to present value. The primary difference between a Level 2 and a
Level 3 measurement has to do with the level of activity in forward markets for the commodity. If the market is relatively inactive, the measurement is deemed to be a Level 3 measurement.

Fair Value Disclosures Required Under FSP No. FAS 107-1 and APB 28-1,Interim Disclosures About Fair Value of Financial
Instruments. The fair value of financial instruments, excluding financial assets and certain financial liabilities included in the scope of SFAS No. 157 disclosed in the tables above, is summarized in the following table. Judgment
is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates determined as of June 30, 2009 and December 31, 2008 are not necessarily indicative of the amounts Duke Energy Carolinas could have
realized in current markets.



|                                             |  |                    |       |                        |   |           |  |                       |       |  |   |      
|-------------------------------------------- |  | ------------------ | ----- | ---------------------- | - | --------- |  | --------------------- | ----- |  | - | -----
|                                             |  | As of June 30,2009 |       | As of December 31,2008
|                                             |  | BookValue          |       | ApproximateFair Value  |   | BookValue |  | ApproximateFair Value
|                                             |  | (in millions)     
|Long-term debt, including current maturities |  | $                  | 7,076 |                        | $ | 7,444     |  | $                     | 7,279 |  | $ | 7,510

The fair value of cash and cash equivalents, accounts and notes receivable and accounts payable are not
materially different from their carrying amounts because of the short-term nature of these instruments and/or because the stated rates approximate market rates.

13. Investments in Debt and Equity Securities

Duke Energy Carolinas applies SFAS No. 115, Accounting For Certain
Investments in Debt and Equity Securities (SFAS No. 115), to its investments in debt and equity securities and classifies its investments as available-for-sale, which are reported at fair value on the Consolidated Balance Sheets with
unrealized gains and losses excluded from earnings and reported either as a regulatory asset or liability, as discussed further below, or as a component of other comprehensive income until realized.

Duke Energy Carolinass available-for-sale securities are comprised of investments held in the nuclear decommissioning trust fund (NDTF) and investments in
auction rate debt securities. The investments within the NDTF are managed by an independent investment manager with discretion to buy, sell and invest pursuant to the objectives set forth by the trust agreements. Therefore, Duke Energy Carolinas has
limited oversight of the day-to-day management of these investments. Since day-to-day investment decisions, including buy and sell decisions, are made by the investment manager, the ability to hold investments in unrealized loss positions is outside
the control of Duke Energy Carolinas. Accordingly, all unrealized losses associated with equity securities within the NDTF are considered other-than-temporary and are recognized immediately when the fair value of individual investments is less than
the cost basis of the investment. With respect to investments in debt securities within the NDTF, Duke Energy Carolinas applies the provisions of FSP No. FAS 115-2 and FAS 124-2, which is discussed further below. However, pursuant to regulatory
accounting, all unrealized losses associated with investments in debt and equity securities within the NDTF are deferred as a regulatory asset, thus there is no impact on the earnings of Duke Energy Carolinas as a result of any other-than-temporary
impairments that would otherwise be required to be recognized in earnings under SFAS No. 115 or FSP No. FAS 115-2 and 124-2, as discussed further below. For investments in auction rate debt securities, unrealized gains and losses are included
in other comprehensive income until realized, unless it is determined that the carrying value of an investment is other-than-temporarily impaired, at which time the write-down to fair value may be included in earnings based on the criteria discussed
below.



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DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



With respect to investments in debt securities, during the first quarter of 2009, Duke Energy Carolinas adopted the provisions of FSP
No. FAS 115-2 and FAS 124-2, which modified the other-than-temporary impairment guidance related to investments in debt securities. Under FSP No. FAS 115-2 and FAS 124-2, if the entity does not have an intent to sell the security and it is not more
likely than not that management will be required to sell the debt security before the recovery of its cost basis, the impairment write-down to fair value would be recorded as a component of other comprehensive income, except for when it is
determined that a credit loss exists. In determining whether a credit loss exists, management considers, among other things, the length of time and the extent to which the fair value has been less than the amortized cost basis, changes in the
financial condition of the issuer of the security, or in the case of an asset backed security, the financial condition of the underlying loan obligors, ability of the issuer of the security to make scheduled interest or principal payments and any
changes to the rating of the security by rating agencies. If it is determined that a credit loss exists, the amount of impairment write-down to fair value would be split between the credit loss, which would be recognized in earnings, and the amount
attributable to all other factors, which would be recognized in other comprehensive income. The adoption of FSP No. FAS 115-2 and FAS 124-2 primarily impacts Duke Energys Carolinas investments in auction rate debt securities since, as
discussed above, the debt securities held in the NDTF receive regulatory deferral treatment of all unrealized losses. Since management believes, based on consideration of the criteria above, that no credit loss exists as of June 30, 2009 and
management does not have the intent to sell its investments in auction rate debt securities, and it is not more likely than not that management will be required to sell these securities before the anticipated recovery of their cost basis, management
concluded that there were no other-than-temporary impairments necessary as of June 30, 2009. See Note 12 for additional information related to fair value measurements for investments in auction rate debt securities.

Management will continue to monitor the carrying value of its entire portfolio of investments in the future to determine if any other-than-temporary impairment
losses should be recognized.

Investments in debt and equity securities are classified as either short-term investments or long-term investments based
on managements intent and ability to sell these securities, taking into consideration illiquidity factors in the current markets with respect to certain short-term investments that have historically provided for a high degree of liquidity,
such as investments in auction rate debt securities.

Short-term investments. At June 30, 2009, there were no available-for-sale
securities classified as short-term investments. At December 31, 2008, Duke Energy Carolinas had approximately $46 million carrying value (approximately $49 million par value) of investments in auction rate debt securities classified as
short-term investments as Duke Energy Carolinas believed the investments were reasonably expected to be refunded within the next 12 months based on notification of a refunding plan by the issuer. However, due to an ongoing delay in the refunding
plan, Duke Energy Carolinas reclassified these securities to long-term investments in the second quarter of 2009. The remaining balance of investments in auction rate debt securities were included in long-term investments and are discussed further
below.

Other Long-term investments. Duke Energy Carolinas invests in debt and equity securities that are held in the NDTF. Additionally,
approximately $71 million carrying value (approximately $82 million par value) and approximately $26 million carrying value (approximately $33 million par value) of investments in auction rate debt securities have been classified as long-term at
June 30, 2009 and December 31, 2008 , respectively, due to market illiquidity factors as a result of continued failed auctions. All of these investments are classified as available-for-sale under SFAS No. 115 and, therefore, are
reflected on the Consolidated Balance Sheets at estimated fair value based on either quoted market prices or managements best estimate of fair value based on expected future cash flow using appropriate risk-adjusted discount rates. Since
management does not intend to use these investments in current operations, these investments are classified as long-term.

As of June 30, 2009
and December 31, 2008, Duke Energy Carolinas long-term available-for-sale investments had a fair market value of approximately $1,584 million and $1,462 million, respectively.



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DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



The estimated fair values of short-term and long-term investments classified as available-for-sale are as follows (in millions):



|                             |  |                             |     |                                 |   |     |                    |  |                             |       |                                 |   |     |                    |   |    |   |  |   |      
|---------------------------- |  | --------------------------- | --- | ------------------------------- | - | --- | ------------------ |  | --------------------------- | ----- | ------------------------------- | - | --- | ------------------ | - | -- | - |  | - | -----
|                             |  | June 30, 2009               |     | December 31, 2008              
|                             |  | GrossUnrealizedHoldingGains |     | GrossUnrealizedHoldingLosses(a) |   |     | EstimatedFairValue |  | GrossUnrealizedHoldingGains |       | GrossUnrealizedHoldingLosses(a) |   |     | EstimatedFairValue
|Short-term Investments       |  | $                           |    |                                 | $ |    |                    |  | $                           |      |                                 | $ |    |                    | $ | (4 | ) |  | $ | 46   
|                             |  |                             |     |                                 |   |     |                    |  |                             |       |                                 |   |     |                    |   |    |   |  |   |      
|Total short-term investments |  | $                           |    |                                 | $ |    |                    |  | $                           |      |                                 | $ |    |                    | $ | (4 | ) |  | $ | 46   
|                             |  |                             |     |                                 |   |     |                    |  |                             |       |                                 |   |     |                    |   |    |   |  |   |      
|Equity Securities            |  | $                           | 165 |                                 | $ |    |                    |  | $                           | 898   |                                 | $ | 160 |                    | $ |   |   |  | $ | 831  
|Corporate Debt Securities    |  |                             | 5   |                                 |   |    |                    |  |                             | 132   |                                 |   | 3   |                    |   |   |   |  |   | 88   
|Municipal Bonds              |  |                             | 1   |                                 |   |    |                    |  |                             | 76    |                                 |   | 2   |                    |   |   |   |  |   | 120  
|U.S. Government Bonds        |  |                             | 11  |                                 |   |    |                    |  |                             | 268   |                                 |   | 17  |                    |   |   |   |  |   | 272  
|Auction Rate Debt Securities |  |                             |    |                                 |   | (11 | )                  |  |                             | 71    |                                 |   |    |                    |   | (6 | ) |  |   | 26   
|Other                        |  |                             | 1   |                                 |   |    |                    |  |                             | 139   |                                 |   |    |                    |   |   |   |  |   | 125  
|                             |  |                             |     |                                 |   |     |                    |  |                             |       |                                 |   |     |                    |   |    |   |  |   |      
|Total long-term investments  |  | $                           | 183 |                                 | $ | (11 | )                  |  | $                           | 1,584 |                                 | $ | 182 |                    | $ | (6 | ) |  | $ | 1,462
|                             |  |                             |     |                                 |   |     |                    |  |                             |       |                                 |   |     |                    |   |    |   |  |   |      



|(a) | Losses of approximately $100 million and $190 million as of June 30, 2009 and December 31, 2008, respectively, associated with investments held in the NDTF have been excluded from
the table since, as discussed above, unrealized losses are deferred as a regulatory asset pursuant to regulatory accounting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debt
securities held, which includes auction rate securities based on the stated maturity date, at June 30, 2009 mature as follows: $82 million in less than one year, $100 million in one to five years, $121 million in six to ten years and $312
million thereafter.

Excluding amounts associated with investments in the NDTF, the fair values and gross unrealized losses of available-for-sale
equity and debt securities which are in an unrealized loss position for which other-than-temporary impairment losses have not been recorded, summarized by investment type and length of time that the securities have been in a continuous loss
position, are presented in the table below as of June 30, 2009 and December 31, 2008.



|                                |  |                     |  |                                    |   |  |                                   
|------------------------------- |  | ------------------- |  | ---------------------------------- | - |  | ----------------------------------
|                                |  | As of June 30, 2009
|                                |  | FairValue           |  | Unrealized Loss Position>12 months |   |  | Unrealized Loss Position<12 months
|                                |  | (in millions)      
|Auction Rate Debt Securities(a) |  | 71                  |  | (11                                | ) |  |                                  
|                                |  |                     |  |                                    |   |  |                                   



|(a) | See note 12 for information about fair value measurements related to investments in auction rate debt securities.
|--- | -----------------------------------------------------------------------------------------------------------------



|                                |  |                         |  |                                    |  |                                    |  
|------------------------------- |  | ----------------------- |  | ---------------------------------- |  | ---------------------------------- | -
|                                |  | As of December 31, 2008 | 
|                                |  | FairValue               |  | Unrealized Loss Position>12 months |  | Unrealized Loss Position<12 months |  
|                                |  | (in millions)           | 
|Auction Rate Debt Securities(a) |  | 72                      |  |                                   |  | (10                                | )
|                                |  |                         |  |                                    |  |                                    |  



|(a) | See note 12 for information about fair value measurements related to investments in auction rate debt securities.
|--- | -----------------------------------------------------------------------------------------------------------------

14. New Accounting Standards

The following new accounting standards were adopted by Duke Energy Carolinas subsequent to
June 30, 2008 and the impact of such adoption, if applicable, has been presented in the accompanying Consolidated Financial Statements.

SFAS
No. 141 (revised 2007), Business Combinations (SFAS No. 141R). In December 2007, the FASB issued SFAS No. 141R, which replaces SFAS No. 141, Business Combinations. SFAS No. 141R retains the
fundamental requirements in SFAS No. 141 that the acquisition method of accounting be used for all business combinations and that an acquirer be identified for each business combination. This statement also establishes principles and
requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling (minority) interests in an acquiree, and any goodwill acquired in a business
combination or gain recognized from a bargain purchase. For Duke Energy Carolinas, SFAS No. 141R must be applied prospectively to business combinations for which the acquisition date occurs on or after January 1, 2009. The impact to Duke
Energy Caro-



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



linas of applying SFAS No. 141R for periods subsequent to implementation will be dependent upon the nature of any transactions within the scope of SFAS
No. 141R.

SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment to FASB Statement
No. 133 (SFAS No. 161).In March 2008, the FASB issued SFAS No. 161, which amends and expands the disclosure requirements for derivative instruments and hedging activities prescribed by SFAS No. 133,Accounting
for Derivative Instruments and Hedging Activities.SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. Duke Energy Carolinas adopted SFAS No. 161 as of January 1, 2009. The adoption of SFAS No. 161 did not have any impact on
Duke Energy Carolinas consolidated results of operations, cash flows or financial position. See Note 8 for disclosures required under SFAS No. 161.

FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1).In May 2008, the FASB issued FSP APB 14-1, which addressed the
accounting for convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash. FSP APB 14-1 does not change the accounting for more traditional types of convertible debt securities that do not have a cash
settlement feature and FSP APB 14-1 does not apply if, under existing GAAP for derivatives, the embedded conversion feature must be accounted for separately from the rest of the instrument. For Duke Energy Carolinas, FSP APB 14-1 was applicable as
of January 1, 2009 and must be applied retrospectively to all prior periods presented, even if the instrument has matured, has been converted, or has otherwise been extinguished as of the effective date of FSP APB 14-1. Since FSP APB 14-1 did
not change the accounting for Duke Energy Carolinas 2003 issuance of $770 million of convertible debt that was fully converted to common stock during the years ended December 31, 2005, 2006 and 2007, the adoption of FSP APB 14-1 did not
have any impact on Duke Energy Carolinas historical financial statements. Future impacts of FSP APB 14-1 will be determined by whether Duke Energy Carolinas issues convertible debt with cash settlement options.

The following new accounting standards have been issued, but have not yet been adopted by Duke Energy Carolinas as of June 30, 2009:

FSP No. FAS 132(R)-1, Employers Disclosure about Postretirement Benefit Plan Assets (FSP FAS 132(R)-1).In December 2008, the FASB issued
FSP FAS 132(R)-1, which amends SFAS No. 132(R) to require more detailed disclosures about employers plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets.
Additionally, companies will be required to disclose their pension assets in a fashion consistent with SFAS No. 157 (i.e., Level 1, 2, and 3 of the fair value hierarchy) along with a roll-forward of the Level 3 values each year. For Duke Energy
Carolinas, FSP FAS 132(R)-1 is effective for Duke Energy Carolinas Form 10-K for the year ended December 31, 2009. The adoption of FSP FAS 132(R)-1 will not have any impact on Duke Energy Carolinas results of operations, cash flows
or financial position.

SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles(SFAS No. 168). In June 2009, the FASB issued SFAS No. 168, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP. On the
effective date of SFAS No. 168, which is for financial statements issued for interim and annual periods ending after September 15, 2009, the Codification will supersede all then-existing non-SEC accounting and reporting standards. Once the
Codification is in effect, all of its content will carry the same level of authority, thus superseding SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and the GAAP hierarchy will include only two
levels of GAAP: authoritative and non-authoritative. While the adoption of SFAS No. 168 will not have an impact on the accounting followed in Duke Energy Carolinas consolidated financial statements, SFAS No. 168 will impact
the references to authoritative and non-authoritative accounting literature contained within the Notes.

15. Income Taxes and Other Taxes

The taxable income of Duke Energy Carolinas is reflected in Duke Energys U.S. federal and state income tax returns. Duke Energy Carolinas has a tax sharing
agreement with Duke Energy where the separate return method is used to allocate tax expenses and benefits to the subsidiaries whose investments or results of operations provide these tax expenses and benefits. The accounting for income taxes
essentially represents the income taxes that Duke Energy Carolinas would incur if Duke Energy Carolinas were a separate company filing its own tax return as a C-Corporation.



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Changes to Unrecognized Tax Benefits



|                                             |  |               |    
|-------------------------------------------- |  | ------------- | ---
|                                             |  | (in millions)
|Unrecognized Tax BenefitsJanuary 1, 2009    |  | $             | 462
|                                             |  |               |    
|Unrecognized Tax Benefits Changes            |  |               |    
|Gross increasescurrent period tax positions |  |               | 2  
|                                             |  |               |    
|Total Changes                                |  |               | 2  
|                                             |  |               |    
|Unrecognized Tax BenefitsJune 30, 2009      |  | $             | 464
|                                             |  |               |    

At both June 30, 2009 and December 31, 2008, Duke Energy Carolinas has approximately $286 million
of unrecognized tax benefit that, if recognized, may affect the effective tax rate or a regulatory liability. At this time, Duke Energy Carolinas is unable to estimate the specific effect to either. It is reasonably possible that Duke Energy
Carolinas will reflect an approximate $33 million reduction in unrecognized tax benefits within the next twelve months due to expected settlements.

Duke Energy Carolinas has the following tax years open:



|             |  |                                                                                                                                        
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Jurisdiction |  | Tax Years                                                                                                                              
|Federal      |  | 1999 and after                                                                                                                         
|State        |  | Majority closed through 2001 except for certain refund claims for tax years 1978-2001 and any adjustments related to open federal years

At June 30, 2009 and December 31, 2008, approximately $429 million and $202 million, respectively,
of federal income taxes receivable are included in Other within Current Assets in the Consolidated Balance Sheets. At June 30, 2009, this balance exceeded 5% of total current assets.

The effective tax rate for the three months ended June 30, 2009 was approximately 36.8% as compared to the effective tax rate of 37.1% for the same period in
2008. The effective tax rate for the six months ended June 30, 2009 was approximately 35.5% as compared to the effective tax rate of 35.2% for the same period in 2008.

Excise Taxes. Certain excise taxes levied by state or local governments are collected by Duke Energy Carolinas from its customers. These taxes, which are
required to be paid regardless of Duke Energy Carolinas ability to collect from the customer, are accounted for on a gross basis. When Duke Energy Carolinas acts as an agent, and the tax is not required to be remitted if it is not collected
from the customer, the taxes are accounted for on a net basis. Duke Energy Carolinas excise taxes accounted for on a gross basis and recorded as revenues in the accompanying Consolidated Statements of Operations were approximately $30 million
and $63 million for the three and six months ended June 30, 2009, respectively, and approximately $29 million and $61 million for the three and six months ended June 30, 2008, respectively.

16. Comprehensive Income and Total Comprehensive Income

Comprehensive
Income. Comprehensive income includes net income and all other non-owner changes in equity. The table below provides the components of other comprehensive income and total comprehensive income for the three months ended June 30, 2009 and
2008. Components of other comprehensive income and total comprehensive income for the six months ended June 30, 2009 and 2008 are presented in the Consolidated Statements of Members Equity and Comprehensive Income.



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##### Table of Contents

PART I

DUKE ENERGY CAROLINAS,
LLC

Notes To Unaudited Consolidated Financial Statements(Continued)



Total Comprehensive Income



|                                                             |  |                            |     |      |   |     |  
|------------------------------------------------------------ |  | -------------------------- | --- | ---- | - | --- | -
|                                                             |  | Three Months EndedJune 30, |    
|                                                             |  | 2009                       |     | 2008 |  
|                                                             |  | (in millions)              |    
|Net Income                                                   |  | $                          | 151 |      | $ | 122 |  
|                                                             |  |                            |     |      |   |     |  
|Other comprehensive income                                   |  |                            |     |      |   |     |  
|Net unrealized gain on cash flow hedges(a)                   |  |                            |    |      |   | 2   |  
|Reclassification into earnings from cash flow hedges(b)      |  |                            | 1   |      |   |    |  
|Unrealized loss on investments in auction rate securities(c) |  |                            |    |      |   | (1  | )
|                                                             |  |                            |     |      |   |     |  
|Other comprehensive income, net of tax                       |  |                            | 1   |      |   | 1   |  
|                                                             |  |                            |     |      |   |     |  
|Total Comprehensive Income                                   |  | $                          | 152 |      | $ | 123 |  
|                                                             |  |                            |     |      |   |     |  



|(a) | Net of $1 million tax expense for the three months ended June 30, 2008.
|--- | -----------------------------------------------------------------------

|(b) | Net of $1 million tax expense for the three months ended June 30, 2009.
|--- | -----------------------------------------------------------------------

|(c) | Net of $1 million tax benefit for the three months ended June 30, 2008.
|--- | -----------------------------------------------------------------------

17.
Subsequent Events

For information on subsequent events related to regulatory matters and commitments and contingencies, see Notes 9 and 10,
respectively. Management has evaluated these Unaudited Consolidated Financial Statements and Notes for subsequent events up through August 12, 2009, which is the date of filing of the Unaudited Consolidated Financial Statements with the SEC.



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PART I



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

Managements Discussion and Analysis should be read in
conjunction with the Unaudited Consolidated Financial Statements.

Duke Energy Carolinas, LLC (Duke Energy Carolinas), a wholly owned subsidiary of
Duke Energy Corp. (Duke Energy), generates, transmits, distributes and sells electricity in North Carolina and South Carolina.

BASIS OF PRESENTATION

The results of operations and variance discussion for Duke Energy Carolinas is presented in reduced disclosure format in accordance with General
Instructions H(2) of Form 10-Q.



|                                              |  |                          |       |      |   |                     |  |   |      |  
|--------------------------------------------- |  | ------------------------ | ----- | ---- | - | ------------------- |  | - | ---- | -
|                                              |  | Six Months EndedJune 30, |      
|(in millions)                                 |  | 2009                     |       | 2008 |   | Increase (Decrease) | 
|Operating revenues                            |  | $                        | 2,643 |      | $ | 2,868               |  | $ | (225 | )
|Operating expenses                            |  |                          | 2,059 |      |   | 2,304               |  |   | (245 | )
|Gains on sales of other assets and other, net |  |                          | 13    |      |   |                    |  |   | 13   |  
|                                              |  |                          |       |      |   |                     |  |   |      |  
|Operating income                              |  |                          | 597   |      |   | 564                 |  |   | 33   |  
|Other income and expenses, net                |  |                          | 53    |      |   | 48                  |  |   | 5    |  
|Interest expense                              |  |                          | 165   |      |   | 164                 |  |   | 1    |  
|                                              |  |                          |       |      |   |                     |  |   |      |  
|Income before income taxes                    |  |                          | 485   |      |   | 448                 |  |   | 37   |  
|Income tax expense                            |  |                          | 172   |      |   | 158                 |  |   | 14   |  
|                                              |  |                          |       |      |   |                     |  |   |      |  
|Net income                                    |  | $                        | 313   |      | $ | 290                 |  | $ | 23   |  
|                                              |  |                          |       |      |   |                     |  |   |      |  

The $23 million increase in Duke Energy Carolinas net income was primarily due to the following
factors:

Operating Revenues.The decrease was primarily due to:



| |  |  | An approximate $141 million decrease in fuel revenues driven primarily by decreased demand from retail and near-term wholesale customers,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An approximate $32 million decrease in weather normalized sales volumes to retail customers reflecting both the overall declining economic conditions, which are primarily
impacting the industrial sector, and the general decline in the textile industry in the Carolinas. Industrial sales volumes, including textiles, decreased by approximately 19% compared to the same period in 2008,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An approximate $29 million decrease in rates charged to retail customers primarily due to the expiration of the one-time increment rider related to merger savings that was
included in North Carolina retail rates in 2008, and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An approximate $25 million decrease in wholesale power revenues, net of sharing, primarily due to decreased sales volumes and lower prices on near-term sales as a result of
weak market conditions, partially offset by increased sales volumes and higher prices under certain long-term customer contracts.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses.The decrease was primarily due to:



| |  |  | An approximate $139 million decrease in fuel expense (including purchased power) primarily due to lower volumes of coal and natural gas used in electric generation, decreased
purchases of power, and the expiration of certain drought mitigation capacity contracts in 2008; partially offset by higher coal prices,
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An approximate $92 million decrease in operating and maintenance expenses primarily due to lower outage costs at nuclear and fossil generating plants, lower management fees
from a consolidated affiliate of Duke Energy and lower governance costs, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An approximate $25 million decrease in depreciation and amortization due to lower depreciation rates.
| | - |  | -----------------------------------------------------------------------------------------------------

Partially offsetting these decreases was:



| |  |  | An approximate $10 million increase in property and other taxes primarily due to a property tax refund in the first quarter of 2008 and overall higher property and payroll
taxes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

PART I



Gains on Sales of Other Assets and Other, net.The increase is primarily attributable to gains on sales of nitrogen oxide (NOx) emission allowances in 2009.

Other Income and Expenses, net.The increase is primarily due to the equity component of Allowance for Funds Used During Construction (AFUDC)
earned from additional capital spending for ongoing construction projects, partially offset by decreased interest income on short-term investments.

Income Tax Expense.The increase in income tax expense for the six months ended June 30, 2009 compared to the same period in the prior year was primarily due to higher pre-tax income. The effective tax rate was approximately
35.5% as compared to an effective tax rate of 35.2% for the same period in 2008.

Other Matters

Duke Energy has a third-party insurance policy to cover certain losses related to Duke Energy Carolinas asbestos-related injuries and damages above an
aggregate self insured retention of $476 million. Duke Energy Carolinas cumulative payments began to exceed the self-insured retention on its insurance policy during the second quarter of 2008. Future payments up to the policy limit will be
reimbursed by Duke Energys third party insurance carrier. The insurance policy limit for potential future insurance recoveries for indemnification and medical cost claim payments is $1,074 million in excess of the self insured retention.
Insurance recoveries of approximately $1,007 million related to this policy are classified in the Consolidated Balance Sheets in Other within Investments and Other Assets and Receivables as of June 30, 2009. Duke Energy is not aware of any
uncertainties regarding the legal sufficiency of insurance claims. The insurance company continues to have financial strength ratings as an insurer from major rating agencies that are defined as strong and/or excellent. Based
on the foregoing, management believes the insurance recovery asset is probable of recovery. However, while the insurance carrier is highly rated and appears to be in a strong financial position, it also appears to be exposed, along with many other
companies in the insurance industry, to the current credit market situation and the volatility of the equity and fixed income markets. Other insurance companies have experienced rapid credit rating downgrades and there is no assurance that it will
retain its current rating.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by Duke Energy Carolinas in the reports it files or submits under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized, and reported,
within the time periods specified by the Securities and Exchange Commissions (SEC) rules and forms.

Disclosure controls and procedures include,
without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by Duke Energy Carolinas in the reports it files or submits under the Exchange Act is accumulated and
communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, Duke Energy Carolinas has evaluated the effectiveness of its disclosure controls and procedures
(as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009, and, based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are
effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, Duke Energy Carolinas has
evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2009 and, other than the personnel change
discussed below, have concluded that no change has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

During the second quarter of 2009, Duke Energy announced that David L. Hauser, Group Executive and Chief Financial Officer of Duke Energy Carolinas would retire effective July 1, 2009. Steven K. Young, Senior Vice
President and Controller of Duke Energy Carolinas, was appointed as Chief Financial Officer and Comptroller of Duke Energy Carolinas upon Mr. Hausers retirement.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings.

For information regarding legal proceedings that became reportable events or in which there were material developments in the second quarter of 2009, see Note 9 to the Consolidated Financial Statements, Regulatory Matters and
Note 10 to the Consolidated Financial Statements, Commitments and Contingencies.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, Item 1A. Risk
Factors in Duke Energy Carolinas Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect Duke Energy Carolinas financial condition or future results. Additional risks and uncertainties
not currently known to Duke Energy Carolinas or that Duke Energy Carolinas currently deems to be immaterial also may materially adversely affect Duke Energy Carolinas financial condition and/or results of operations.



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##### Table of Contents

PART II



Item 6. Exhibits

(a) Exhibits

Exhibits filed or furnished herewith are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as
indicated.



|               |  |                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |                                                                                                                        
|               | 
|*31.1          |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|               | 
|*31.2          |  | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                
|               | 
|*32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|               | 
|*32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The total amount of securities of the registrant or its subsidiaries authorized under any instrument with
respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees, upon request of the Securities and Exchange Commission, to furnish
copies of any or all of such instruments to it.



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##### Table of Contents

PART II



SIGNATURES

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 thereunto duly authorized.



|                      |  |                                                        
|--------------------- |  | -------------------------------------------------------
|                      |  | DUKE ENERGY CAROLINAS, LLC                             
|                      | 
|Date: August 12, 2009 |  | /s/    STEVEN K.
YOUNG                                 
|                      |  | Steven K. Young Chief
Financial Officer and Comptroller



37