Obbligazione Duke Energy 4.875% ( US26441CBG96 ) in USD

Duke Energy

100 USD ⇌

Stati Uniti

US26441CBG96 ( in USD )

4.875% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Duke Energy US26441CBG96 en USD 4.875%, scadenza perpetue

1 000 USD

1 000 000 000 USD

26441CBG9

BBB- ( Lower medium grade - Investment-grade )

N/A

16/09/2025 ( In 140 giorni )

Duke Energy è una delle maggiori compagnie di servizi energetici degli Stati Uniti, operante nella produzione e distribuzione di energia elettrica e gas naturale.

The Obbligazione issued by Duke Energy ( United States ) , in USD, with the ISIN code US26441CBG96, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by Duke Energy ( United States ) , in USD, with the ISIN code US26441CBG96, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS Prospectus Supplement
Table of Contents Prospectus
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-213765
CALCULATION OF REGISTRATION FEE

Proposed
maximum
offering price
Proposed
Per Share of
maximum
Amount of
Title of each class of securities
Amount to be
Series B
aggregate offering
registration
to be registered

registered

Preferred Stock

price

fee(1)

4.875% Series B Fixed-Rate Reset Cumulative
Redeemable Perpetual Preferred Stock

1,000,000

$1,000.00
$1,000,000,000
$121,200.00

(1)
The filing fee, calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, has been transmitted to
the Securities and Exchange Commission in connection with the securities offered by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 25, 2019)
$1,000,000,000
1,000,000 Shares of 4.875% Series B Fixed-Rate Reset Cumulative Redeemable
Perpetual Preferred Stock
(Liquidation Preference of $1,000 Per Share)
Duke Energy Corporation is offering 1,000,000 shares of 4.875% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share, with a
$1,000 liquidation preference per share (the "Series B Preferred Stock").
Dividends on the Series B Preferred Stock, when, as and if declared by our board of directors (the "Board") or any duly authorized committee of the Board, will be payable on the
liquidation preference amount, on a cumulative basis, semi-annually in arrears on the 16th day of March and September of each year, commencing on March 16, 2020. Dividends on the
Series B Preferred Stock will accumulate daily and be cumulative from, and including, the date of original issuance of the Series B Preferred Stock.
The initial dividend rate for the Series B Preferred Stock will be 4.875% per annum from and including the date of original issue to, but excluding, September 16, 2024 (the "First Call
Date"). On and after the First Call Date, the dividend rate on the Series B Preferred Stock for each Reset Period (as defined herein) will be equal to the Five-year U.S. Treasury Rate as of the
most recent Reset Dividend Determination Date plus a spread of 3.388%. A pro-rated initial dividend on the Series B Preferred Stock offered hereby will be payable on March 16, 2020 in an
amount equal to approximately $24.9167 per share, when, as and if declared by the Board or any duly authorized committee of the Board.
The shares of Series B Preferred Stock are perpetual and have no maturity date. We may, at our option, redeem the Series B Preferred Stock:
·
in whole or in part, from time to time, on the First Call Date or on any fifth anniversary of the First Call Date (each, a "Reset Date") at a redemption price in cash equal to
$1,000 per share; or
·
in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a "Ratings Event" (as
defined herein), at a redemption price in cash equal to $1,020 per share (102% of the liquidation preference of $1,000 per share),
plus, in each case, all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date. See "Description of the Series B Preferred Stock--Optional
Redemption."
The Series B Preferred Stock will not have voting rights, except as set forth under "Description of the Series B Preferred Stock--Voting Rights."
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The Series B Preferred Stock is a new issue of securities with no established trading market. We do not intend to apply for listing of the Series B Preferred Stock on any securities
exchange or for inclusion of the Series B Preferred Stock in any automated dealer quotation system.
Investing in the Series B Preferred Stock involves risks. See "Risk Factors" beginning on page S-11 of this prospectus supplement.

Per Share
Total

Price to the Public(1)

$
1,000.00
$
1,000,000,000
Underwriting Discount(2)

$
12.50
$
12,500,000
Proceeds to Duke Energy Corporation Before Expenses

$
987.50
$
987,500,000
(1)
The price to the public does not include accumulated dividends, if any, that may be declared. Dividends, if declared, will accumulate from the date of original issuance, which is
expected to be September 12, 2019.
(2)
The underwriters have agreed to make a payment to us in an amount equal to $2,500,000, including in respect of expenses incurred by us in connection with this offering. See
"Underwriting (Conflicts of Interest)."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect the Series B Preferred Stock to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about September 12, 2019.
Joint Book-Running Managers
Barclays
Credit Suisse
Goldman Sachs & Co. LLC

J.P. Morgan
Co-Managers
Santander
Regions Securities LLC
The Williams Capital Group, L.P.
Junior Co-Managers
CastleOak Securities, L.P.
Drexel Hamilton
Siebert Cisneros Shank & Co., L.L.C.

The date of this prospectus supplement is September 9, 2019.
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus authorized by us. We have not, and the underwriters have not, authorized anyone to provide you
with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and
the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing
prospectus authorized by us is accurate as of any date other than the date of the document containing the information or such other date as
may be specified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since those
respective dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-1
Prospectus Supplement Summary

S-2
Risk Factors
S-11
Cautionary Statement Regarding Forward-Looking Information
S-15
Use of Proceeds
S-17
Capitalization
S-18
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Description of the Series B Preferred Stock
S-19
Material U.S. Federal Income Tax Considerations
S-29
Certain Benefit Plan Investor Considerations
S-33
Book-Entry System
S-36
Underwriting (Conflicts of Interest)
S-40
Legal Matters
S-46
Where You Can Find More Information
S-46
Prospectus

Page
References to Additional Information

i
About This Prospectus

i
Forward-looking Statements

ii
The Company

1
Risk Factors

1
Use of Proceeds

2
Description of Common Stock

2
Description of Preferred Stock

2
Description of Depositary Shares

3
Description of Debt Securities

4
Plan of Distribution

11
Experts

12
Validity of the Securities

12
Where You Can Find More Information

12
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which does not apply to this offering.
If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in or incorporated by reference in this prospectus supplement.
It is important for you to read and consider all information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents to which
we have referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus
to "Duke Energy," "we," "us" and "our" or similar terms are to Duke Energy Corporation and its subsidiaries.
Notice to Prospective Investors in the European Economic Area
None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of the
Prospectus Regulation (as defined below). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been
prepared on the basis that any offer of the Series B Preferred Stock in any Member State of the European Economic Area will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Series B Preferred Stock. Accordingly, any
person making or intending to make an offer in that Member State of Series B Preferred Stock which is the subject of the offering contemplated in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so in circumstances in which no obligation
arises for Duke Energy Corporation or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to
such offer. Neither Duke Energy Corporation nor the underwriters have authorized, nor do they authorize, the making of any offer of Series B Preferred
Stock in circumstances in which an obligation arises for Duke Energy Corporation or the underwriters to publish a prospectus for such offer. The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus, and any other document or
materials relating to the issue of the Series B Preferred Stock offered hereby is not being made, and such documents and/or materials have not been
approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the
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"FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom
who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or
who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the Series B Preferred
Stock offered hereby is only available to, and any investment or investment activity to which this prospectus supplement, the accompanying prospectus
and any related free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant
person should not act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their content.
S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by, and should be read together with, the more detailed information that is included elsewhere in
this prospectus supplement and the accompanying prospectus, as well as the information that is incorporated or deemed to be incorporated by
reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement
for information about how you can obtain the information that is incorporated or deemed to be incorporated by reference in this prospectus supplement
and the accompanying prospectus. Investing in the Series B Preferred Stock involves risks. See "Risk Factors" in this prospectus supplement.
Duke Energy Corporation
Duke Energy, together with its subsidiaries, is a diversified energy company with both regulated and unregulated utility operations. We conduct
business through the following operating business segments: Electric Utilities and Infrastructure, Gas Utilities and Infrastructure, and Commercial
Renewables.
Duke Energy's Electric Utilities and Infrastructure segment conducts operations primarily through the regulated public utilities of Duke Energy
Carolinas, LLC, Duke Energy Progress, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Ohio, Inc. Duke Energy's
Electric Utilities and Infrastructure segment provides retail electric service through the generation, transmission, distribution and sale of electricity to
approximately 7.7 million customers within the Southeast and Midwest regions of the U.S. The service territory is approximately 95,000 square miles
across six states with a total estimated population of 24 million people. The operations include electricity sold wholesale to municipalities, electric
cooperative utilities and other load-serving entities. Duke Energy's Electric Utilities and Infrastructure segment is also a joint owner of certain electric
transmission projects.
Duke Energy's Gas Utilities and Infrastructure segment conducts natural gas operations primarily through the regulated public utilities of Piedmont
Natural Gas Company, Inc. and Duke Energy Ohio, Inc. Duke Energy's Gas Utilities and Infrastructure segment serves residential, commercial,
industrial and power generation natural gas customers, including customers served by municipalities who are wholesale customers. Duke Energy's Gas
Utilities and Infrastructure segment has over 1.6 million customers, including more than 1.1 million customers located in North Carolina, South
Carolina and Tennessee, and an additional 531,000 customers located within southwestern Ohio and northern Kentucky.
Duke Energy's Commercial Renewables segment is primarily comprised of nonregulated utility-scale wind and solar generation assets located
throughout the U.S. On April 24, 2019, Duke Energy executed an agreement to sell a minority interest in a portion of certain renewable assets. The
portion of Duke Energy's commercial renewables energy portfolio to be sold includes 49 percent of 37 operating wind, solar and battery storage assets
and 33 percent of 11 operating solar assets across the U.S. The sale will result in pretax proceeds to Duke Energy of $415 million. Duke Energy will
retain control of these assets, and, therefore, no gain or loss is expected to be recognized on the Condensed Consolidated Statements of Operations upon
closing of the transaction. The transaction closed in September 2019.
Duke Energy is a Delaware corporation. The address of Duke Energy's principal executive offices is 550 South Tryon Street, Charlotte, North
Carolina 28202-1803 and its telephone number is (704) 382-3853. Duke Energy's common stock is listed and trades on the New York Stock Exchange
(the "NYSE") under the symbol "DUK."
The foregoing information about Duke Energy is only a general summary and is not intended to be comprehensive. For additional information
about Duke Energy, you should refer to the information described under the caption "Where You Can Find More Information" in this prospectus
supplement.
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S-2
Table of Contents

The Offering
Issuer

Duke Energy Corporation

Securities Offered
1,000,000 shares of 4.875% Series B Fixed-Rate Reset Cumulative
Redeemable Perpetual Preferred Stock, par value $0.001 per share, with a
$1,000 liquidation preference per share.

Further Issuances
We may, at any time and from time to time, without notice to, or the consent
of, holders of the Series B Preferred Stock, elect to issue additional shares of
the Series B Preferred Stock, and all such additional shares would be deemed
to form a single series with the Series B Preferred Stock offered hereby.

Dividends
Dividends on the Series B Preferred Stock, when, as and if declared by our
board of directors (the "Board") or any duly authorized committee of the
Board, will be payable on the liquidation preference amount, on a cumulative
basis, semi-annually in arrears on the 16th day of March and September of
each year, commencing on March 16, 2020. Dividend payment dates are
subject to adjustment for business days. Dividends on the Series B Preferred
Stock will accumulate daily and be cumulative from, and including, the date
of original issuance of the Series B Preferred Stock.

A pro-rated initial dividend on the Series B Preferred Stock will be payable
on March 16, 2020 in an amount equal to approximately $24.9167 per share,
when, as and if declared by the Board or any duly authorized committee of
the Board.

The amount of the dividend per share of Series B Preferred Stock will be
calculated for each dividend period (or portion thereof) on the basis of a 360-
day year consisting of twelve 30-day months.

Dividends on the Series B Preferred Stock will be cumulative (i) whether or
not we have earnings, (ii) whether or not there are funds legally available for
the payment of such dividends, (iii) whether or not such dividends are
authorized or declared and (iv) whether or not any of our agreements prohibit
the current payment of dividends, including any agreement relating to our
indebtedness. Accordingly, if the Board or any duly authorized committee of
the Board does not declare a dividend on the Series B Preferred Stock payable
in respect of any dividend period before the related dividend payment date,
such dividend shall accumulate and an amount equal to such accumulated
dividend shall become payable out of funds legally available therefor upon
the liquidation, dissolution or winding-up of our affairs (or earlier
redemption of such shares of Series B Preferred Stock), to the extent not paid
prior to such liquidation, dissolution or winding-up or earlier redemption, as
the case may be. No interest, or sum of money in lieu of interest, will be
payable on any dividend payment that may be in arrears on the Series B
Preferred Stock.
S-3
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Table of Contents
Dividend Rate

The initial dividend rate for the Series B Preferred Stock from and including
the date of original issue to, but excluding, September 16, 2024 (the "First
Call Date") will be 4.875% per annum of the $1,000 liquidation preference
per share. On and after the First Call Date, the dividend rate on the Series B
Preferred Stock for each Reset Period (as defined herein) will be equal to the
Five-year U.S. Treasury Rate as of the most recent Reset Dividend
Determination Date (as defined herein) plus a spread of 3.388%.

"Five-year U.S. Treasury Rate" means, as of any Reset Dividend
Determination Date, as applicable, (i) an interest rate (expressed as a
decimal) determined to be the per annum rate equal to the arithmetic mean of
the five most recent daily yields to maturity for U.S. Treasury securities with
a maturity of five years from the next Reset Date (as defined herein) and
trading in the public securities markets or (ii) if there is no such published
U.S. Treasury security with a maturity of five years from the next Reset Date
and trading in the public securities markets, then the rate will be determined
by interpolation between the arithmetic mean of the five most recent daily
yields to maturity for each of the two series of U.S. Treasury securities
trading in the public securities market, (A) one maturing as close as possible
to, but earlier than, the Reset Date following the next succeeding Reset
Dividend Determination Date, and (B) the other maturity as close as possible
to, but later than, the Reset Date following the next succeeding Reset
Dividend Determination Date, in each case as published in the most recent
H.15. If the Five-year U.S. Treasury Rate cannot be determined pursuant to
the methods described in clauses (i) or (ii) above, then the Five-year U.S.
Treasury Rate will be the same interest rate determined for the prior Reset
Dividend Determination Date.

"H.15" means the statistical release designated as such, or any successor
publication, published by the Board of Governors of the U.S. Federal Reserve
System.

"Most recent H.15" means the H.15 published closest in time but prior to the
close of business on the second business day prior to the applicable Reset
Date.

"Reset Date" means the First Call Date and each date falling on the fifth
anniversary of the preceding Reset Date.

"Reset Dividend Determination Date" means, in respect of any Reset Period,
the day falling two business days prior to the beginning of such Reset Period.

"Reset Period" means the period from and including the First Call Date to,
but excluding, the next following Reset Date and thereafter each period from
and including each Reset Date to, but excluding, the next following Reset
Date.
S-4
Table of Contents

We will give notice of the relevant Five-year U.S. Treasury Rate as soon as
practicable to the Transfer Agent (as defined herein) and the holders of the
Series B Preferred Stock.

The applicable dividend rate for each Reset Period will be determined by a
calculation agent, as of the applicable Reset Dividend Determination Date.
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Promptly upon such determination, the calculation agent will notify us of the
dividend rate for the Reset Period. The calculation agent's determination of
any dividend rate, and its calculation of the amount of dividends for any
dividend period beginning on or after the First Call Date will be on file at our
principal offices, will be made available to any holder of the Series B
Preferred Stock upon request and will be final and binding in the absence of
manifest error.

Restrictions on Dividends
We will not declare or pay, or set aside for payment, full dividends on the
Series B Preferred Stock or any Parity Stock (as defined herein) for any
dividend period unless the full cumulative dividends have been declared and
paid (or declared and a sum sufficient for the payment thereof has been set
aside) on the Series B Preferred Stock and any such Parity Stock through the
most recently completed dividend period for each such security. When
dividends are not paid (or declared and a sum sufficient for payment thereof
set aside) in full on the Series B Preferred Stock or any Parity Stock having
the same restrictions on the declaration and payment of dividends as the
Series B Preferred Stock, all dividends declared for such dividend period
with respect to the Series B Preferred Stock and such Parity Stock shall be
declared on a pro rata basis. Any portion of such dividends not declared and
paid (or declared and a sum sufficient for payment thereof set aside) that are
payable upon the Series B Preferred Stock and such Parity Stock in respect of
such dividend period on such dividend payment date shall accumulate, and an
amount equal to such undeclared portion of such dividends shall become
payable out of funds legally available for the payment of dividends upon
liquidation, dissolution or winding-up (or earlier redemption of such shares
of Series B Preferred Stock and such Parity Stock), to the extent not paid
prior to such liquidation, dissolution or winding-up or earlier redemption. See
"Description of the Series B Preferred Stock--Dividends."

During any dividend period, so long as any Series B Preferred Stock remains
outstanding, unless the full cumulative dividends have been declared and paid
(or declared and a sum sufficient for the payment thereof has been set aside)
on the Series B Preferred Stock and any Parity Stock through the most
recently completed dividend period:

· no dividend shall be paid or declared on our common stock or other Junior
Stock (as defined herein) (other than a dividend payable solely in Junior
Stock); and
S-5
Table of Contents

· no common stock or other Junior Stock shall be purchased, redeemed or
otherwise acquired for consideration by us, directly or indirectly (other
than (a) purchases, redemptions or other acquisitions of shares of Junior
Stock pursuant to any employment contract, dividend reinvestment plan,
benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors, consultants or advisors, (b) as a result of a
reclassification of Junior Stock for or into other Junior Stock, (c) the
exchange or conversion of one share of Junior Stock for or into another
share of such Junior Stock, or (d) through the use of the proceeds of a
substantially contemporaneous sale of Junior Stock) during a dividend
period.

The Series B Preferred Stock will rank junior as to payment of dividends to
any class or series of our Senior Stock (as defined herein) that we may issue
in the future. If at any time we have failed to pay, on the applicable payment
date, accumulated dividends on any class or series of Senior Stock, we may
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not pay any dividends on the outstanding Series B Preferred Stock or redeem
or otherwise repurchase any shares of Series B Preferred Stock until we have
paid or set aside for payment the full amount of the unpaid dividends on the
Senior Stock that must, under the terms of such securities, be paid before we
may pay dividends on, or redeem or repurchase, the Series B Preferred Stock.

No dividends on the Series B Preferred Stock shall be declared and paid (or
declared and a sum sufficient for the payment thereof set aside) at such time
as the terms and provisions of any agreement of ours, including any
agreement relating to our indebtedness, prohibits such declaration and
payment (or declaration and setting aside a sum sufficient for the payment
thereof) would constitute a breach thereof or a default thereunder, or if the
declaration and payment (or the declaration and setting aside a sum sufficient
for the payment thereof) shall be restricted or prohibited by law. See "Risk
Factors--If we are deferring payments on our outstanding junior
subordinated debentures or are in default under the indentures governing
those securities, we will be prohibited from making distributions on or
redeeming the Series B Preferred Stock."

Payment of dividends on the Series B Preferred Stock is subject to certain
other restrictions described under "Description of the Series B Preferred Stock
--Dividends."

Optional Redemption
We may, at our option, redeem the Series B Preferred Stock:

· in whole or in part, from time to time, on the First Call Date or on any
subsequent Reset Date at a redemption price in cash equal to $1,000 per
share; or
S-6
Table of Contents

· in whole but not in part, at any time within 120 days after the conclusion
of any review or appeal process instituted by us following the occurrence
of a Ratings Event (as defined herein), at a redemption price in cash equal
to $1,020 per share (102% of the liquidation preference of $1,000 per
share),

plus, in each case, all accumulated and unpaid dividends (whether or not
declared) to, but excluding, such redemption date.

"Ratings Event" means that any nationally recognized statistical rating
organization as defined in Section 3(a)(62) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or in any successor provision
thereto, that then publishes a rating for us (a "rating agency") amends,
clarifies or changes the criteria it uses to assign equity credit to securities
such as the Series B Preferred Stock, which amendment, clarification or
change results in:

· the shortening of the length of time the Series B Preferred Stock is assigned
a particular level of equity credit by that rating agency as compared to the
length of time they would have been assigned that level of equity credit by
that rating agency or its predecessor on the initial issuance of the Series B
Preferred Stock; or

· the lowering of the equity credit (including up to a lesser amount) assigned
to the Series B Preferred Stock by that rating agency as compared to the
equity credit assigned by that rating agency or its predecessor on the initial
issuance of the Series B Preferred Stock.
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The Series B Preferred Stock will not be subject to any sinking fund or other
obligation of ours to redeem, repurchase or retire the Series B Preferred
Stock. See "Description of the Series B Preferred Stock--Optional
Redemption."

Ranking
The Series B Preferred Stock will rank, with respect to anticipated dividends
(whether cumulative or non-cumulative) and distributions upon the
liquidation, winding-up and dissolution of our affairs:

· senior to our common stock and to each other class or series of our capital
stock established after the original issue date of the Series B Preferred
Stock that is expressly made subordinated to the Series B Preferred Stock
as to the payment of dividends or amounts payable on a liquidation,
dissolution or winding-up of our affairs (the "Junior Stock");

· on a parity with our 5.75% Series A Cumulative Redeemable Perpetual
Preferred Stock, par value $0.001 per share (the "Series A Preferred
Stock") and any class or series of our capital stock established after the
original issue date of the Series B Preferred Stock that is not expressly
made senior or subordinated to the Series B Preferred Stock as to the
payment of dividends or amounts payable on a liquidation, dissolution or
winding-up of our affairs (collectively, the "Parity Stock");
S-7
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· junior to any class or series of our capital stock established after the
original issue date of the Series B Preferred Stock that is expressly made
senior to the Series B Preferred Stock as to the payment of dividends or
amounts payable on a liquidation, dissolution or winding-up of our affairs
(the "Senior Stock");

· junior to all of our existing and future indebtedness (including
indebtedness outstanding under our credit facilities, our unsecured senior
notes, our junior subordinated debentures and our commercial paper) and
other liabilities with respect to assets available to satisfy claims against us;
and

· structurally subordinated to existing and future indebtedness and other
liabilities of our subsidiaries and future preferred stock of our subsidiaries.

Parity Stock with respect to the Series B Preferred Stock may include series
of our preferred stock that have different dividend rates, redemption or
conversion features, mechanics, dividend periods (e.g., quarterly rather than
semi-annual), payment of dividends (whether cumulative or non-cumulative),
payment dates and record dates than the Series B Preferred Stock.

As of the date of this prospectus supplement, we do not currently have any
Junior Stock other than the common stock or any Senior Stock outstanding.
As of the date of this prospectus supplement, Parity Stock consisted of 40,000
shares of the Series A Preferred Stock. At June 30, 2019, we, on an
unconsolidated basis, had approximately $18.7 billion of outstanding
indebtedness, consisting of approximately $17.7 billion of unsecured and
unsubordinated indebtedness and $1.0 billion of junior subordinated
indebtedness. At June 30, 2019, our subsidiaries had approximately
$40.1 billion of indebtedness, payment upon approximately $650 million of
which is guaranteed by Duke Energy Corporation. See "Description of the
Series B Preferred Stock--Ranking."
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Liquidation Rights
Upon any voluntary or involuntary liquidation, dissolution or winding-up of
our affairs, holders of the Series B Preferred Stock are entitled to receive out
of our assets legally available for distribution to stockholders, after
satisfaction of liabilities and obligations to creditors, if any, and subject to the
rights of holders of Senior Stock in respect of distributions upon liquidation,
dissolution or winding-up of our affairs, and before any distribution is made
to or set aside for holders of our common stock or any other Junior Stock, a
liquidating distribution in the amount of $1,000 per share of Series B
Preferred Stock, plus all accumulated and unpaid dividends (whether or not
declared).
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Distributions will be made pro rata as to the Series B Preferred Stock and any
Parity Stock in accordance with the respective aggregate liquidation amount
for holders of the Series B Preferred Stock and any Parity Stock and only to
the extent of our assets, if any, that are available after satisfaction of all
liabilities and obligations to our creditors, if any. See "Description of the
Series B Preferred Stock--Liquidation Rights."

Voting Rights
None, except with respect to certain amendments to the terms of the Series B
Preferred Stock, in the case of certain dividend nonpayments and as
otherwise required by applicable law. See "Description of the Series B
Preferred Stock--Voting Rights."

No Maturity Date
The Series B Preferred Stock is perpetual and has no maturity date, and we
are not required to redeem the Series B Preferred Stock. Accordingly, all
shares of the Series B Preferred Stock will remain outstanding indefinitely,
unless and until we decide to redeem them.

Preemptive and Conversion Rights
None.

Material U.S. Federal Income Tax
You should carefully read the section entitled "Material U.S. Federal Income
Considerations
Tax Considerations."

Use of Proceeds
The net proceeds from the sale of the Series B Preferred Stock, after
deducting the underwriting discount and related offering expenses and giving
effect to the underwriters' payment to us, will be approximately
$988.9 million. We intend to use the net proceeds from the sale of the
Series B Preferred Stock (i) to repay a portion of our outstanding commercial
paper, (ii) to repay at maturity $500 million aggregate principal amount of
our outstanding 5.05% Senior Notes due September 15, 2019 (the "5.05%
Senior Notes") and (iii) for general corporate purposes. At August 30, 2019,
we had approximately $2.5 billion of commercial paper outstanding. Our
outstanding commercial paper has a weighted average interest rate of
approximately 2.30% per year. We issue commercial paper from time to time
to fund our working capital and other needs and those of our subsidiaries. See
"Use of Proceeds."

Conflicts of Interest
Certain of the underwriters or their affiliates may own some of our
commercial paper and/or the 5.05% Senior Notes, the repayment of which
will be funded with a portion of the net proceeds from the sale of the Series B
Preferred Stock. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest."

Transfer Agent, Registrar and
Dividend Disbursing Agent
Equiniti Trust Company (the "Transfer Agent")
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