エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 9, 2023
Commission
File |
Registrant, State of Incorporation or Organization, |
IRS
Employer |
||
| 1-32853 |  |
20-2777218 | ||
| DUKE ENERGY CORPORATION | ||||
| (a Delaware corporation) | ||||
|
526 South Church Street Charlotte, North Carolina 28202 704-382-3853 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Registrant | Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered |
|||
| Duke Energy | Common Stock, $0.001 par value | DUK |
New York Stock Exchange LLC |
|||
| Duke Energy | 5.625% Junior Subordinated Debentures due September 15, 2078 | DUKB | New York Stock Exchange LLC | |||
| Duke Energy | Depositary Shares each representing a 1/1,000th interest in a share of 5.75% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | DUK PR A | New York Stock Exchange LLC | |||
| Duke Energy | 3.10% Senior Notes due 2028 | DUK 28A | New York Stock Exchange LLC | |||
| Duke Energy | 3.85% Senior Notes due 2034 | DUK34 | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.06. | Material Impairments. |
On June 9, 2023 (the “Execution Date”), Duke Energy Corporation (the “Company” or “Duke Energy”), through certain of its affiliates, entered into a purchase and sale agreement (the “Agreement”) with affiliates of Brookfield Renewable Partners L.P. providing for the sale of materially all of the Company’s utility-scale solar and wind group, which comprises part of the Company’s Commercial Renewables business segment and which was classified as held for sale and as discontinued operations in the fourth quarter of 2022 (the “Transaction”). Completion of the Transaction is expected to occur before the end of 2023 and is subject to certain customary regulatory and other approvals and conditions.
As of the Execution Date, Duke Energy expects to recognize an estimated pre-tax impairment charge on the Assets Held for Sale of approximately $800 million in the second quarter of 2023 based upon the purchase price in the Transaction. The impairment charge will be classified in discontinued operations in Duke Energy’s Consolidated Statement of Operations. The purchase price is subject to certain customary adjustments at closing, including based upon variances in working capital compared to target amounts, and post-closing adjustments for variances in capital expenditures and third party tax equity financing for development projects compared to target amounts. The income tax implications of the Transaction on 2023 earnings continue to be assessed.
| Item 7.01. | Regulation FD Disclosure. |
On June 12, 2023, Duke Energy announced that it is reaffirming its 2023 adjusted earnings per share (“EPS”) guidance range of $5.55 to $5.75, and its long-term adjusted EPS growth rate of 5-7% through 2027 off the 2023 midpoint of $5.65. Forecasted adjusted EPS is a non-GAAP financial measure as it represents basic EPS available to Duke Energy common stockholders, adjusted for the per share impact of special items. Special items represent certain charges and credits, which management believes are not indicative of Duke Energy’s ongoing performance. The most directly comparable GAAP measure for adjusted EPS is reported basic EPS available to Duke Energy common stockholders. Due to the forward-looking nature of this non-GAAP financial measure for future periods, information to reconcile it to the most directly comparable GAAP financial measure is not available at this time, as management is unable to project all special items for future periods, such as legal settlements, the impact of regulatory orders or asset impairments, which may be significant.
An overview providing additional detail on the Transaction and the earnings guidance set forth above is attached as Exhibit 99.1 hereto, and a press release relating to the Transaction is attached as Exhibit 99.2 hereto. The information in Exhibit 99.1 and Exhibit 99.2 is being furnished pursuant to this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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 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:
| ◦ | The ability to implement our business strategy, including our carbon emission reduction goals; |
| ◦ | State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements, including those related to 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, asset retirement and construction costs related to carbon emissions reductions, and costs related to significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process; |
| ◦ | The costs of decommissioning nuclear facilities could prove to be more extensive than amounts estimated and all costs may not be fully recoverable through the regulatory process; |
| ◦ | The impact of extraordinary external events, such as the pandemic health event resulting from COVID-19, and their collateral consequences, including the disruption of global supply chains or the economic activity in our service territories; |
| ◦ | 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 sustained downturns of the economy, reduced customer usage due to cost pressures from inflation or fuel costs, and the economic health of our service territories or variations in customer usage patterns, including energy efficiency efforts, natural gas building and appliance electrification, and use of alternative energy sources, such as 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, natural gas electrification, and distributed generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in a reduced number of customers, excess generation resources as well as stranded costs; |
| ◦ | Advancements in technology; |
| ◦ | Additional competition in electric and natural gas markets and continued industry consolidation; |
| ◦ | 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, including extreme weather associated with climate change; |
| ◦ | Changing investor, customer and other stakeholder expectations and demands including heightened emphasis on environmental, social and governance concerns and costs related thereto; |
| ◦ | 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 United States electric grid or generating resources; |
| ◦ | Operational interruptions to our natural gas distribution and transmission activities; |
| ◦ | The availability of adequate interstate pipeline transportation capacity and natural gas supply; |
| ◦ | The impact on facilities and business from a terrorist or other attack, war, vandalism, cybersecurity threats, data security breaches, operational events, information technology failures or other catastrophic events, such as fires, explosions, pandemic health events or other similar occurrences; |
| ◦ | The inherent risks associated with the operation of nuclear facilities, including environmental, health, safety, regulatory and financial risks, including the financial stability of third-party service providers; |
| ◦ | The timing and extent of changes in commodity prices and interest 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, compliance with debt covenants and conditions, an individual utility’s generation mix, and general market and economic conditions; |
| ◦ | Credit ratings of the Duke Energy Registrants may be different from what is expected; |
| ◦ | 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 the Duke Energy Registrants’ capital investment projects, including risks related to financing, timing and receipt of necessary regulatory approvals, 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; |
| ◦ | The ability to obtain adequate insurance at acceptable costs; |
| ◦ | Employee workforce factors, including the potential inability to attract and retain key personnel; |
| ◦ | The ability of subsidiaries to pay dividends or distributions to Duke Energy Corporation holding company (the Parent); |
| ◦ | The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new opportunities, as well as the successful sale of the Commercial Renewables Disposal Groups; |
| ◦ | The effect of accounting and reporting pronouncements issued periodically by accounting standard-setting bodies and the SEC; |
| ◦ | The impact of United States tax legislation to our financial condition, results of operations or cash flows and our credit ratings; |
| ◦ | The impacts from potential impairments of goodwill or equity method investment carrying values; |
| ◦ | Asset or business acquisitions and dispositions may not yield the anticipated benefits; and |
| ◦ | The actions of activist shareholders could disrupt our operations, impact our ability to execute on our business strategy, or cause fluctuations in the trading price of our common stock. |
Additional risks and uncertainties are identified and discussed in the Duke Energy Registrants' reports filed with the SEC and available at the SEC's website at sec.gov. 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 described. Forward-looking statements speak only as of the date they are made and the Duke Energy Registrants expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
# # #
| Item 9.01. | Financial Statements and Exhibits. |
| (d) Exhibits. | |
| 99.1 | Duke Energy Summary of Commercial Renewables Transaction, dated June 12, 2023 |
| 99.2 | Duke Energy Press Release Regarding Commercial Renewables Transaction, dated June 12, 2023 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| DUKE ENERGY CORPORATION | ||
| By: | /s/ David S. Maltz | |
| Name: | David S. Maltz | |
| Title: | Vice President, Legal, Chief Governance Officer and Assistant Corporate Secretary | |
| Dated: June 12, 2023 |
[Signature Page to Form 8-K]
Exhibit 99.1
// 1 // 1 Commercial Renewables: Transaction Summary Transaction Overview ▪ On June 10, 2023 Duke Energy entered into a purchase and sale agreement with Brookfield Renewable to sell the Company’s utility - scale solar and wind group for approximately $2.8 billion, including project debt and non - controlling tax equity interests ▪ The sale portfolio includes 3.4 gigawatts (1) of utility - scale renewables including, 1,813 megawatts wind, 1,613 megawatts solar and 18 megawatts battery storage, net of JV partners ownership ▪ The $1.1 billion in estimated net proceeds is subject to adjustment at closing based upon changes in working capital and capital expenditures compared to target amounts, as well as other customary transaction - related adjustments and expenses Timing and Use of Proceeds ▪ Closing of the transaction is expected to occur before the end of 2023. Proceeds will be received in two equal installments over eighteen months, the first occurring at closing ▪ Proceeds from the sale will be used to avoid holding company debt Closing Conditions ▪ Transaction is subject to certain customary regulatory and other approvals and conditions, including regulatory approval by the Federal Energy Regulatory Commission and the expiration of the waiting period under the Hart - Scott - Rodino Act Commercial Renewables Segment ▪ The sale of the remaining portion of the Commercial Renewables business segment, including Duke Energy’s distributed energy business, is also expected to close by year - end 2023 ▪ The carrying value of these assets was approximately $450 million as of March 31, 2023 Additional Information ▪ Duke Energy expects to recognize an estimated pre - tax impairment charge of approximately $800 million in the second quarter of 2023 based upon the purchase price ▪ Duke Energy is reaffirming the 2023 adjusted EPS guidance range of $5.55 to $5.75 and its long - term adjusted EPS growth rate of 5 - 7% through 2027 off the 2023 midpoint of $5.65 ▪ No planned equity issuances through 2027 (1) Megawatts represent Duke Energy’s ownership share and are presented in alternating current (AC)
// 2 // 2 Non - GAAP financial Measures This document includes a reference to Duke Energy’s 2023 adjusted EPS guidance range of $ 5 . 55 to $ 5 . 75 and its long - term adjusted EPS growth rate of 5 % - 7 % through 2027 off the 2023 midpoint of $ 5 . 65 . Forecasted adjusted EPS is a non - GAAP financial measure as it represents basic EPS from continuing operations available to Duke Energy Corporation common stockholders, adjusted for the per share impact of special items . Special items represent certain charges and credits, which management believes are not indicative of Duke Energy’s ongoing performance . Due to the forward - looking nature of this non - GAAP financial measure for future periods, information to reconcile it to the most directly comparable GAAP financial measure is not available at this time, as management is unable to project all special items for future periods, such as legal settlements, the impact of regulatory orders or asset impairments . Forward - Looking Information This document includes forward - looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934. 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,” “ cou ld,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” “target,” “guidance,” “outlook” or other similar terminology. Various fac tors may cause actual results to be materially different than the suggested outcomes within forward - looking statements; accordingly, there is no assur ance that such results will be realized. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward - looking statements, see our 2022 Form 10 - K and Quarterly Reports on Form 10 - Q filed with the SEC and available at the SEC’s website at sec.gov. In light of these risks, uncertainties and assumptions, the events described in the forward - looking st atements might not occur or might occur to a different extent or at a different time than described. Forward - looking statements speak only as o f the date they are made. Duke Energy expressly disclaims an obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events, or otherwise.
Exhibit 99.2
 |
 |
Media contact: Jennifer Garber
24-Hour: 800.559.3853
June 12, 2023
Duke Energy to sell utility scale Commercial Renewables business to Brookfield for $2.8 billion
| § | Transaction expected to close by year-end 2023 |
| § | Duke Energy to focus on significant regulated clean energy growth opportunities |
CHARLOTTE, N.C. – Duke Energy (NYSE: DUK) today announced it has reached an agreement to sell its unregulated utility scale Commercial Renewables business to Brookfield Renewable (“Brookfield”), one of the world's largest owners and operators of renewable power and climate transition assets, at an enterprise value of approximately $2.8 billion, including non-controlling tax equity interests and the assumption of debt.
Duke Energy’s expected net proceeds from this transaction are approximately $1.1 billion, subject to certain customary adjustments. Duke Energy will utilize the proceeds to strengthen its balance sheet and avoid additional holding company debt issuances. This will allow the company to focus on the growth of its regulated businesses, including investments to enhance grid reliability and help incorporate over 30,000 megawatts of regulated renewable energy into its system by 2035.
“As one of the country’s largest renewable energy operators, Brookfield has the resources to support the continued growth and success of the Commercial Renewables’ portfolio,” said Lynn Good, Duke Energy chair, president and CEO. “This sale is an important step in our transition into a purely regulated company with significant grid and clean energy investment plans that will deliver benefits to our customers and stakeholders.”
The sale agreement for the Commercial Renewables business platform includes more than 3,400 megawatts (alternating current) of utility scale solar, wind and battery storage across the U.S., net of joint venture partners ownership, in addition to operations, new project development, and current projects under construction. The primary operations of the Commercial Renewables business will remain in Charlotte, N.C. and the Duke Energy employees that support the business will transition over to Brookfield to maintain business continuity for its operations and customers.
“With this acquisition, we are adding a scale operating renewable platform with a full suite of in-house capabilities and a proven management team experienced in operations and development,” said Connor Teskey, CEO of Brookfield Renewable. “We are also adding to our pipeline of renewable development projects, solidifying our position as one of the largest renewable energy businesses in the U.S. with almost 90,000 megawatts of operating and development assets.”
The sale is subject to satisfaction of customary closing conditions, including regulatory approval by the Federal Energy Regulatory Commission and the expiration of the waiting period under the Hart-Scott-Rodino Act. The sale is expected to close by the end of 2023.
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are serving as financial advisors to Duke Energy for this transaction. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Duke Energy.
Duke Energy also continues to make strong progress on a separate sale underway for its distributed energy business, which is also expected to close by year-end 2023.
Duke Energy
Duke Energy (NYSE: DUK), a Fortune 150 company headquartered in Charlotte, N.C., is one of America’s largest energy holding companies. Its electric utilities serve 8.2 million customers in North Carolina, South Carolina, Florida, Indiana, Ohio and Kentucky, and collectively own 50,000 megawatts of energy capacity. Its natural gas unit serves 1.6 million customers in North Carolina, South Carolina, Tennessee, Ohio and Kentucky. The company employs 27,600 people.
Duke Energy is executing an aggressive clean energy transition to achieve its goals of net-zero methane emissions from its natural gas business by 2030 and net-zero carbon emissions from electricity generation by 2050. The company has interim carbon emission targets of at least 50% reduction from electric generation by 2030, 50% for Scope 2 and certain Scope 3 upstream and downstream emissions by 2035, and 80% from electric generation by 2040. In addition, the company is investing in major electric grid enhancements and energy storage and exploring zero-emission power generation technologies such as hydrogen and advanced nuclear.
Duke Energy was named to Fortune’s 2023 “World’s Most Admired Companies” list and Forbes’ “World’s Best Employers” list. More information is available at duke-energy.com. The Duke Energy News Center contains news releases, fact sheets, photos and videos. Duke Energy’s illumination features stories about people, innovations, community topics and environmental issues. Follow Duke Energy on Twitter, LinkedIn, Instagram and Facebook.
Brookfield Renewable
Brookfield Renewable operates one of the world’s largest publicly traded, pure-play renewable power platforms. Our portfolio consists of hydroelectric, wind, utility-scale solar and storage facilities in North America, South America, Europe and Asia, and totals approximately 31,600 megawatts of installed capacity and a development pipeline including approximately 131,900 megawatts of renewable power assets, 12 million metric tonnes per annum ("MMTPA") of carbon capture and storage, 2 million tons of recycled material, 4 million metric million British thermal units of renewable natural gas pipeline, a solar manufacturing facility capable of producing 5,000 MW of panels annually and 1 MMTPA green ammonia facility powered entirely by renewable energy. Investors can access its portfolio either through Brookfield Renewable Partners L.P. (NYSE: BEP; TSX: BEP.UN), a Bermuda-based limited partnership, or Brookfield Renewable Corporation (NYSE, TSX: BEPC), a Canadian corporation. For more information please visit https://bep.brookfield.com/ or https://bep.brookfield.com/bepc.
Brookfield Renewable is the flagship listed renewable power company of Brookfield Corporation, a leading global alternative asset manager with over $825 billion of assets under management.
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 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:
| ◦ | The ability to implement our business strategy, including our carbon emission reduction goals; |
| ◦ | State, federal and foreign legislative and regulatory initiatives, including costs of compliance with existing and future environmental requirements, including those related to 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, asset retirement and construction costs related to carbon emissions reductions, and costs related to significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process; |
| ◦ | The costs of decommissioning nuclear facilities could prove to be more extensive than amounts estimated and all costs may not be fully recoverable through the regulatory process; |
| ◦ | The impact of extraordinary external events, such as the pandemic health event resulting from COVID-19, and their collateral consequences, including the disruption of global supply chains or the economic activity in our service territories; |
| ◦ | 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 sustained downturns of the economy, reduced customer usage due to cost pressures from inflation or fuel costs, and the economic health of our service territories or variations in customer usage patterns, including energy efficiency efforts, natural gas building and appliance electrification, and use of alternative energy sources, such as 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, natural gas electrification, and distributed generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in a reduced number of customers, excess generation resources as well as stranded costs; |
| ◦ | Advancements in technology; |
| ◦ | Additional competition in electric and natural gas markets and continued industry consolidation; |
| ◦ | 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, including extreme weather associated with climate change; |
| ◦ | Changing investor, customer and other stakeholder expectations and demands including heightened emphasis on environmental, social and governance concerns and costs related thereto; |
| ◦ | 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 United States electric grid or generating resources; |
| ◦ | Operational interruptions to our natural gas distribution and transmission activities; |
| ◦ | The availability of adequate interstate pipeline transportation capacity and natural gas supply; |
| ◦ | The impact on facilities and business from a terrorist or other attack, war, vandalism, cybersecurity threats, data security breaches, operational events, information technology failures or other catastrophic events, such as fires, explosions, pandemic health events or other similar occurrences; |
| ◦ | The inherent risks associated with the operation of nuclear facilities, including environmental, health, safety, regulatory and financial risks, including the financial stability of third-party service providers; |
| ◦ | The timing and extent of changes in commodity prices and interest 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, compliance with debt covenants and conditions, an individual utility’s generation mix, and general market and economic conditions; |
| ◦ | Credit ratings of the Duke Energy Registrants may be different from what is expected; |
| ◦ | 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 the Duke Energy Registrants’ capital investment projects, including risks related to financing, timing and receipt of necessary regulatory approvals, 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; |
| ◦ | The ability to obtain adequate insurance at acceptable costs; |
| ◦ | Employee workforce factors, including the potential inability to attract and retain key personnel; |
| ◦ | The ability of subsidiaries to pay dividends or distributions to Duke Energy Corporation holding company (the Parent); |
| ◦ | The performance of projects undertaken by our nonregulated businesses and the success of efforts to invest in and develop new opportunities, as well as the successful sale of the Commercial Renewables Disposal Groups; |
| ◦ | The effect of accounting and reporting pronouncements issued periodically by accounting standard-setting bodies and the SEC; |
| ◦ | The impact of United States tax legislation to our financial condition, results of operations or cash flows and our credit ratings; |
| ◦ | The impacts from potential impairments of goodwill or equity method investment carrying values; |
| ◦ | Asset or business acquisitions and dispositions may not yield the anticipated benefits; and |
| ◦ | The actions of activist shareholders could disrupt our operations, impact our ability to execute on our business strategy, or cause fluctuations in the trading price of our common stock. |
Additional risks and uncertainties are identified and discussed in the Duke Energy Registrants' reports filed with the SEC and available at the SEC's website at sec.gov. 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 described. Forward-looking statements speak only as of the date they are made and the Duke Energy Registrants expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
# # #