Obligation Duke Energy Corp 2.65% ( US26441CAS44 ) en USD

Duke Energy Corp

94.35 % ▲

Etats-unis

US26441CAS44 ( en USD )

2.65% par an ( paiement semestriel )

01/09/2026

Prospectus brochure de l'obligation Duke Energy Corp US26441CAS44 en USD 2.65%, échéance 01/09/2026

2 000 USD

1 500 000 000 USD

26441CAS4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/09/2024 ( Dans 136 jours )

L'Obligation émise par Duke Energy Corp ( Etats-unis ) , en USD, avec le code ISIN US26441CAS44, paye un coupon de 2.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2026

L'Obligation émise par Duke Energy Corp ( Etats-unis ) , en USD, avec le code ISIN US26441CAS44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Duke Energy Corp ( Etats-unis ) , en USD, avec le code ISIN US26441CAS44, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS Prospectus Supplement
Table of Contents
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-191462
CALCULATION OF REGISTRATION FEE

Proposed maximum
Proposed maximum
Title of each class of securities
Amount to be
offering price per
aggregate offering
Amount of
to be registered

registered

unit

price

registration fee(1)

1.800% Senior Notes due 2021

$750,000,000

99.990%

$749,925,000

$75,518

2.650% Senior Notes due 2026

$1,500,000,000
99.692%

$1,495,380,000
$150,585

3.750% Senior Notes due 2046

$1,500,000,000
99.944%

$1,499,160,000
$150,966

Total Senior Notes

$3,750,000,000

$3,744,465,000
$377,069

(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 September 30, 2013)
$3,750,000,000
$750,000,000 1.800% Senior Notes due 2021
$1,500,000,000 2.650% Senior Notes due 2026
$1,500,000,000 3.750% Senior Notes due 2046
Duke Energy Corporation is offering $3.75 billion aggregate principal amount of Senior Notes in three separate series. We are offering (i) $750 million aggregate principal amount of
1.800% Senior Notes due 2021 (the "2021 Notes"), (ii) $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2026 (the "2026 Notes"), and (iii) $1.5 billion aggregate principal
amount of 3.750% Senior Notes due 2046 (the "2046 Notes", and together with the 2021 Notes, the 2026 Notes and the 2046 Notes, the "Notes"). The per annum interest rate on the 2021
Notes will be 1.800%, the per annum interest rate on the 2026 Notes will be 2.650% and the per annum interest rate on the 2046 Notes will be 3.750%.
We will pay interest on the Notes of each series semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2017. The 2021 Notes will mature as to
principal on September 1, 2021, the 2026 Notes will mature as to principal on September 1, 2026, and the 2046 Notes will mature as to principal on September 1, 2046.
On October 24, 2015, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Piedmont Natural Gas Company, Inc. ("Piedmont"). Under the terms of the
Merger Agreement, we will acquire all of Piedmont's issued and outstanding stock (the "Acquisition") and Piedmont will become our wholly-owned subsidiary. The offerings contemplated
hereby are not conditioned upon the completion of the Acquisition, which, if completed, will occur subsequent to the closing of the offerings. Upon the first to occur of either (i) April 30,
2017, if the Acquisition is not consummated on or prior to such date, or (ii) the date on which the Merger Agreement is terminated (each, a "Special Mandatory Redemption Trigger"), we will
be required to redeem the Notes, in whole, at a redemption price equal to 101% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the
aggregate principal amount of the Notes being redeemed to, but excluding, the date of the special mandatory redemption (the "Special Mandatory Redemption"). There is no escrow account for,
or security interest in, the proceeds from the sales of the Notes for the benefit of holders of the Notes. See "Risk Factors" and "Description of the Notes--Redemption--Special Mandatory
Redemption." The Notes may also be redeemed at our option, in whole at any time before April 30, 2017, at a redemption price equal to 101% of the aggregate principal amount of the Notes
being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the Notes being redeemed to, but excluding, the date of such redemption, if, in our judgment, the
Acquisition will not be consummated on or before April 30, 2017 (the "Special Optional Redemption"). See "Description of the Notes--Redemption--Special Optional Redemption." In
addition, we may redeem the Notes of any series at our option at any time and from time to time, in whole or in part, as described in this prospectus supplement under the caption
"Description of the Notes--Redemption--Optional Redemption." There will not be any sinking fund for the Notes. The Notes will be unsecured, senior obligations of Duke Energy
Corporation.
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The Notes will not be listed on any securities exchange or included in any automated quotation system. Currently, there is no public market for the Notes. Please read the information
provided under the caption "Description of the Notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus for a more detailed description of the
Notes.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.
Proceeds to Duke
Underwriting
Energy Corporation

Price to Public(1)

Discount(2)

Before Expenses

Per 2021 Note

99.990%

0.600%

99.390%
Total 2021 Notes

$
749,925,000
$
4,500,000
$
745,425,000
Per 2026 Note

99.692%

0.650%

99.042%
Total 2026 Notes

$
1,495,380,000
$
9,750,000
$
1,485,630,000
Per 2046 Note

99.944%

0.875%

99.069%
Total 2046 Notes

$
1,499,160,000
$
13,125,000
$
1,486,035,000
(1)
Plus accrued interest from August 12, 2016, if settlement occurs after that date.
(2)
The underwriters have agreed to make a payment to us in an amount equal to $6,750,000, including in respect of expenses incurred by us in connection with the
offerings. See "Underwriting."
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 Notes 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, société anonyme, Luxembourg and Euroclear Bank S.A./N.V. on or about August 12, 2016.
Joint Book-Running Managers
Barclays

Credit Suisse

Mizuho Securities

MUFG

UBS Investment Bank
Co-Managers
BNP PARIBAS

BofA Merrill Lynch

Citigroup

J.P. Morgan

Loop Capital Markets
RBC Capital Markets

Scotiabank

SunTrust Robinson Humphrey

TD Securities
US Bancorp

Wells Fargo Securities
The date of this prospectus supplement is August 9, 2016.
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-8
Cautionary Statement Regarding Forward-Looking Information

S-9
Ratios of Earnings to Fixed Charges
S-11
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Use of Proceeds
S-12
Description of the Notes
S-13
Material U.S. Federal Income Tax Considerations
S-17
Book-Entry System
S-22
Underwriting
S-26
Experts
S-32
Legal Matters
S-32
Where You Can Find More Information
S-32
Prospectus

Page
References to Additional Information

i
About This Prospectus

i
Forward-Looking Statements

ii
The Company

1
Risk Factors

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

2
Description of Capital Stock

2
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 these offerings. The second part,
the accompanying prospectus, gives more general information, some of which does not apply to these offerings.
If the description of the offerings 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.
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 Notes involves risks. See "Risk Factors" in this prospectus supplement.
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Duke Energy Corporation
Duke Energy, together with its subsidiaries, is a diversified energy company with both regulated and unregulated utility operations. We supply,
deliver and process energy for customers in the United States and selected international markets.
Duke Energy's Regulated Utilities segment consists of regulated generation and electric and gas transmission and distribution systems. The
segment's generation portfolio includes a balanced mix of energy resources having different operating characteristics and fuel sources. In our regulated
electric operations, we serve approximately 7.4 million retail electric customers in six states in the Southeast and Midwest regions of the United States
and we own 50,170 megawatts of generating capacity serving an area of approximately 95,000 square miles with an estimated population of 24 million
people. Regulated Utilities also serves 525,000 retail natural gas customers in southwestern Ohio and northern Kentucky. Electricity is also sold
wholesale to incorporated municipalities, electric cooperative utilities and other load-serving entities.
Duke Energy's International Energy segment operates and manages power generation facilities and engages in sales and marketing of electric
power, natural gas, and natural gas liquids outside the United States. Its activities principally target power generation in Latin America. Additionally,
International Energy owns a 25 percent interest in National Methanol Company ("NMC"), a large regional producer of methyl tertiary butyl ether (a
gasoline additive), located in Saudi Arabia. International Energy's ownership interest will decrease to 17.5 percent upon the successful startup of NMC's
polyacetal production facility, which is expected to occur in early 2017. See "--Recent Developments--Potential Sale of Duke Energy International" in
this prospectus supplement.
Duke Energy's Commercial Portfolio segment builds, develops and operates wind and solar renewable generation and storage and energy
transmission projects throughout the United States. The portfolio includes nonregulated renewable energy, electric transmission, natural gas
infrastructure and energy storage businesses.
We are a Delaware corporation. The address of our principal executive offices is 550 South Tryon Street, Charlotte, North Carolina 28202-1803
and our telephone number is (704) 382-3853. Our common stock is listed and trades on the New York Stock Exchange 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.
S-2
Table of Contents
Recent Developments
Plans to Acquire Piedmont Natural Gas Company
On October 24, 2015, we entered into the Merger Agreement. In this transaction, which is subject to various conditions, Piedmont would become
our wholly-owned subsidiary. While we currently expect to complete the Acquisition by the end of 2016, completion of the Acquisition is subject to
customary conditions and approvals; accordingly, no assurance can be given that we will complete the Acquisition by this timeframe or at all. For
additional information about the Acquisition, you should refer to the information described under the caption "Where You Can Find More Information"
in this prospectus supplement.
Potential Sale of Duke Energy International
In February 2016, we announced that we had initiated a process to divest our International Energy business segment, excluding the equity method
investment in NMC. We are actively marketing the business. Non-binding offers have been received and are being evaluated. There is no assurance that
this process will result in a transaction and the timing for execution of a potential transaction is uncertain. For additional information about the potential
sale of our International Energy business segment, you should refer to the information described under the caption "Where You Can Find More
Information" in this prospectus supplement.
S-3
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Table of Contents

The Offerings
Issuer

Duke Energy Corporation.

Securities Offered
We are offering $750 million aggregate principal amount
of 2021 Notes, $1.5 billion aggregate principal amount of
2026 Notes, and $1.5 billion aggregate principal amount
of 2046 Notes.

Maturities
The 2021 Notes will mature on September 1, 2021.

The 2026 Notes will mature on September 1, 2026.

The 2046 Notes will mature on September 1, 2046.

Interest Rates
The per annum interest rate on the 2021 Notes will be
1.800%.

The per annum interest rate on the 2026 Notes will be
2.650%.

The per annum interest rate on the 2046 Notes will be
3.750%.

Interest Payment Dates
Interest on the Notes of each series will be payable semi-
annually in arrears on March 1 and September 1 of each
year, beginning on March 1, 2017.

Ranking
The Notes will be our direct, unsecured and
unsubordinated obligations, ranking equally in priority
with all of our existing and future unsecured and
unsubordinated indebtedness and senior in right of
payment to all of our existing and future subordinated
debt. At June 30, 2016, we had approximately $9.8 billion
of outstanding indebtedness, consisting of approximately
$9.3 billion of unsecured and unsubordinated
indebtedness and $0.5 billion of unsecured junior
subordinated indebtedness. Our Indenture (as defined
herein) contains no restrictions on the amount of
additional indebtedness that we may issue under it.
S-4
Table of Contents

The Notes will be structurally subordinated to all
liabilities and any preferred stock of our subsidiaries. At
June 30, 2016, our subsidiaries had approximately
$32.2 billion of indebtedness, payment upon
approximately $0.8 billion of which is guaranteed by
Duke Energy Corporation. All of such guarantees were
granted to the holders of certain unsecured debt of our
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subsidiary Duke Energy Carolinas, LLC, in connection
with changes in our corporate structure relating to the
closing of our merger with Cinergy Corp. in 2006.

Special Mandatory Redemption
Upon the occurrence of a Special Mandatory Redemption
Trigger, we will be required to redeem the Notes, in
whole, at a redemption price equal to 101% of the
aggregate principal amount of the Notes being redeemed,
plus accrued and unpaid interest on the aggregate
principal amount of the Notes being redeemed to, but
excluding, the date of such redemption. See "Description
of the Notes--Redemption--Special Mandatory
Redemption."

Special Optional Redemption
We will have the right to redeem the Notes at any time, in
whole, before April 30, 2017, at a redemption price equal
to 101% of the aggregate principal amount of the Notes
being redeemed, plus accrued and unpaid interest on the
aggregate principal amount of the Notes being redeemed
to, but excluding, the date of such redemption, if, in our
judgment, the Acquisition will not be consummated on or
before April 30, 2017. See "Description of the Notes--
Redemption--Special Optional Redemption."
S-5
Table of Contents
Optional Redemption

We will have the right to redeem each series of the Notes
at any time before the applicable Par Call Date (as set
forth in the table below), in whole or in part and from
time to time, at a redemption price equal to the greater of
(1) 100% of the principal amount of such Notes being
redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on
such Notes being redeemed that would be due if such
Notes matured on the applicable Par Call Date (exclusive
of interest accrued to the redemption date), discounted to
the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined herein) plus a number of basis
points equal to the applicable Make-Whole Spread (as set
forth in the table below), plus, in each case, accrued and
unpaid interest on the principal amount of such Notes
being redeemed to, but excluding, such redemption date.

We will have the right to redeem each series of the Notes
at any time on or after the applicable Par Call Date, in
whole or in part and from time to time, at a redemption
price equal to 100% of the principal amount of such series
of Notes being redeemed plus accrued and unpaid interest
on the principal amount of such Notes being redeemed to,
but excluding, such redemption date. See "Description of
the Notes--Redemption--Optional Redemption."

Make-Whole

Series

Par Call Date

Spread

2021 Notes
August 1, 2021 12.5 basis points
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2026 Notes
June 1, 2026
20 basis points

2046 Notes
March 1, 2046 25 basis points

No Escrow Account

The aggregate net proceeds from the sale of the Notes
will not be held in escrow, and holders of the Notes will
not have any special access or rights to or a security
interest or encumbrance of any kind of the net proceeds
from the sale of the Notes.

No Sinking Fund
There will not be any sinking fund for the Notes.
S-6
Table of Contents
Use of Proceeds

The aggregate net proceeds from the sale of the Notes,
after deducting the respective underwriting discounts and
related offering expenses and giving effect to the
underwriters' payment to us, will be approximately
$3.7 billion. We intend to use the aggregate net proceeds
to finance a portion of our costs in connection with the
Acquisition. See "Prospectus Supplement Summary--
Recent Developments" and "Use of Proceeds."

In addition, the lending commitments under a $3.2 billion
bridge facility (the "Bridge Facility") provided to us by
affiliates of certain of the underwriters in connection with
the Acquisition, which originally totaled $4.9 billion, will
be reduced by an amount equal to 100% of the net
proceeds from the offerings contemplated hereby. See
"Underwriting--Other Relationships."

We expect that the sale of each series of the Notes will
take place concurrently. However, the sales of the Notes
are not conditioned upon each other, and we may
consummate the sale of one or more series of Notes and
not any of the other series of Notes, or consummate the
sales at different times. Additionally, the sales of the
Notes are not conditioned upon the completion of the
Acquisition, which, if completed, will occur subsequent to
the closing of the offerings.

Book-Entry
Each series of the Notes will be represented by one or
more global securities registered in the name of and
deposited with or on behalf of The Depository Trust
Company ("DTC") or its nominee. Beneficial interests in
the Notes will be represented through book-entry
accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in
DTC. Investors may elect to hold interests in the global
securities through either DTC in the United States or
Clearstream Banking, société anonyme, Luxembourg
("Clearstream, Luxembourg") or Euroclear Bank
S.A./N.V., as operator of the Euroclear System (the
"Euroclear System"), in Europe if they are participants in
those systems, or indirectly through organizations which
are participants in those systems. This means that you
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will not receive a certificate for your Notes and Notes will
not be registered in your name, except under certain
limited circumstances described under the caption "Book-
Entry System."

Trustee
The Bank of New York Mellon Trust Company, N.A.
S-7
Table of Contents
RISK FACTORS
In addition to the risk factors described below, you should carefully consider the risk factors in our Annual Report on Form 10-K for the year
ended December 31, 2015, which has been filed with the Securities and Exchange Commission (the "SEC") and is incorporated by reference in this
prospectus supplement and the accompanying prospectus, as well as the other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making an investment decision.
Upon the occurrence of a Special Mandatory Redemption Trigger, we will be required to redeem the Notes. In addition, the Notes may also be
redeemed at our option, if, in our judgment, the Acquisition will not be consummated on or before April 30, 2017. If we redeem the Notes, holders
may not obtain their expected return on the Notes.
The closing of the offerings contemplated hereby is not conditioned on, and is expected to be consummated before, the closing of the Acquisition,
which is expected to occur by the end of 2016. We may not be able to consummate the Acquisition within the timeframe specified under "Description of
the Notes--Redemption--Special Mandatory Redemption" or at all.
Upon the occurrence of a Special Mandatory Redemption Trigger, we will be required to redeem the Notes, in whole, at a redemption price equal
to 101% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the aggregate principal amount of the
Notes being redeemed to, but excluding, the date of such redemption. The Notes may also be redeemed at our option, in whole, at any time before
April 30, 2017, at a redemption price equal to 101% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on
the aggregate principal amount of the Notes being redeemed to, but excluding, the date of such redemption, if, in our judgment, the Acquisition will not
be consummated on or before April 30, 2017. Holders of the Notes will have no rights under the Special Mandatory Redemption provision if the
Acquisition closes, nor will holders of the Notes have any right to require us to repurchase the Notes if, between the closing of the offerings
contemplated hereby and the completion of the Acquisition, we experience any changes (including any material adverse changes) in our business or
financial condition, or if the terms of the Merger Agreement change, including in any material respect.
If the Notes are redeemed, holders may not obtain their expected return on the Notes and may not be able to reinvest the proceeds from redemption
in an investment that results in a comparable return. In addition, as a result of such redemption provisions of the Notes, the trading prices of the Notes
may not reflect the financial results of our business or macroeconomic factors.
We are not obligated to place the net proceeds from the sales of the Notes in escrow prior to the closing of the Acquisition and, as a result, we
may not be able to repurchase the Notes upon a Special Mandatory Redemption.
We are not obligated to place the net proceeds from the sales of the Notes in escrow prior to the closing of the Acquisition or to provide a security
interest in those proceeds, and the Indenture (as defined herein) imposes no restrictions on our use of these proceeds during that time. Accordingly, the
source of funds for any redemption of Notes upon a Special Mandatory Redemption would be the proceeds that we have voluntarily retained or other
sources of liquidity, including available cash, borrowings, sales of assets or sales of equity securities. We may not be able to satisfy our obligation to
redeem the Notes following a Special Mandatory Redemption Trigger because we may not have sufficient financial resources to pay the aggregate
redemption price on the Notes. As a result, the net proceeds from the sales of the Notes may be subject to a greater risk of loss than if they were
deposited into escrow, which may jeopardize our ability to fund the Acquisition or, upon the occurrence of a Special Mandatory Redemption Trigger,
the Special Mandatory Redemption. Our failure to redeem or repurchase the Notes as required under the Indenture would result in a default under the
Indenture, which could result in defaults under certain of our other debt agreements and have material adverse consequences for us and the holders of
the Notes.
S-8
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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This prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein and therein, include forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Forward-looking statements are based on management's beliefs and assumptions and can often be identified by
terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict,"
"will," "potential," "forecast," "target," "guidance," "outlook," or other similar terminology. Various factors may cause actual results to be materially
different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These
factors include, but are not limited to:
·
State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental
requirements or climate change, as well as rulings that affect cost and investment recovery or have an impact on rate structures or market
prices;
·
The extent and timing of costs and liabilities to comply with federal and state laws, regulations, and legal requirements related to coal
ash remediation, including amounts for required closure of certain ash impoundments, are uncertain and difficult to estimate;
·
The ability to recover eligible costs, including amounts associated with coal ash impoundment retirement obligations and costs related to
significant weather events, and to earn an adequate return on investment through the regulatory process;
·
The costs of decommissioning Crystal River Unit 3 and other nuclear facilities could prove to be more extensive than amounts estimated
and all costs may not be fully recoverable through the regulatory process;
·
The risk that the credit ratings of Duke Energy or its subsidiaries may be different from what the companies expect;
·
Costs and effects of legal and administrative proceedings, settlements, investigations and claims;
·
Industrial, commercial and residential growth or decline in service territories or customer bases resulting from variations in customer
usage patterns, including energy efficiency efforts and use of alternative energy sources, including self-generation and distributed
generation technologies;
·
Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures and
distributed generation technologies, such as rooftop solar and battery storage, in Duke Energy service territories could result in customers
leaving the electric distribution system, excess generation resources as well as stranded costs;
·
Advancements in technology;
·
Additional competition in electric markets and continued industry consolidation;
·
Political, economic and regulatory uncertainty in Brazil and other countries in which Duke Energy conducts business;
·
The influence of weather and other natural phenomena on operations, including the economic, operational and other effects of severe
storms, hurricanes, droughts, earthquakes and tornadoes;
·
The ability to successfully operate electric generating facilities and deliver electricity to customers including direct or indirect effects to
the company resulting from an incident that affects the U.S. electric grid or generating resources;
S-9
Table of Contents
·
The impact on facilities and business from a terrorist attack, cybersecurity threats, data security breaches, and other catastrophic events
such as fires, explosions, pandemic health events or other similar occurrences;
·
The inherent risks associated with the operation and potential construction of nuclear facilities, including environmental, health, safety,
regulatory and financial risks;
·
The timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates and the ability to recover such
costs through the regulatory process, where appropriate, and their impact on liquidity positions and the value of underlying assets;
·
The results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors,
including credit ratings, interest rate fluctuations, and general economic conditions;
https://www.sec.gov/Archives/edgar/data/1326160/000104746916014889/a2229382z424b5.htm[8/10/2016 12:42:51 PM]

·
Declines in the market prices of equity and fixed income securities and resultant cash funding requirements for defined benefit pension
plans, other post-retirement benefit plans, and nuclear decommissioning trust funds;
·
Construction and development risks associated with the completion of Duke Energy's or its subsidiaries' capital investment projects,
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
or at all;
·
Changes in rules for regional transmission organizations, including changes in rate designs and new and evolving capacity markets, and
risks related to obligations created by the default of other participants;
·
The ability to control operation and maintenance costs;
·
The level of creditworthiness of counterparties to transactions;
·
Employee workforce factors, including the potential inability to attract and retain key personnel;
·
The ability of our subsidiaries to pay dividends or distributions to Duke Energy Corporation;
·
The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new
opportunities;
·
The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;
·
The impact of potential goodwill impairments;
·
The ability to successfully complete future merger, acquisition or divestiture plans;
·
The expected timing and likelihood of completion of the proposed acquisition of Piedmont, including the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of the proposed acquisition that could reduce anticipated benefits or
cause the parties to abandon the acquisition, and under certain specified circumstances pay a termination fee of $250 million, as well as
the ability to successfully integrate the businesses and realize anticipated benefits and the risk that the credit ratings of the combined
company or its subsidiaries may be different from what the companies expect; and
·
The likelihood, terms and timing of the potential sale of International Energy, excluding the equity investment in NMC, could change the
presentation of certain assets, liabilities and results of operations as assets held for sale, liabilities associated with assets held for sale,
and discontinued operations, respectively.
S-10
Table of Contents
Additional risks and uncertainties are identified and discussed in our reports filed with the SEC and available at the SEC's website. In light of these
risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this prospectus
supplement and the accompanying prospectus might not occur or might occur to a different extent or at a different time than described. Forward-looking
statements speak only as of the date they are made and we expressly disclaim an obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges have been calculated using the SEC guidelines.

Six Months

Year Ended December 31,

Ended

June 30, 2016
2015

2014

2013

2012(a)

2011

Earnings as defined for the fixed charges
calculation:

Add:

Pretax income from continuing
operations(b)
$
1,630 $ 4,053 $ 3,998 $ 3,657 $ 2,068 $ 1,975
Fixed charges

1,071
1,859
1,871
1,886
1,510
1,057
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