Obligation Duchess Energy 4.8% ( US26441CAP05 ) en USD

Duchess Energy

88.364 % ▼

Etas-Unis

US26441CAP05 ( en USD )

4.8% par an ( paiement semestriel )

15/12/2045

Prospectus brochure de l'obligation Duke Energy US26441CAP05 en USD 4.8%, échéance 15/12/2045

2 000 USD

600 000 000 USD

26441CAP0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/06/2026 ( Dans 126 jours )

Duke Energy est une grande entreprise énergétique américaine qui fournit de l'électricité et du gaz naturel à des millions de clients dans plusieurs États du sud-est et du Midwest.

L'Obligation émise par Duchess Energy ( Etas-Unis ) , en USD, avec le code ISIN US26441CAP05, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2045

L'Obligation émise par Duchess Energy ( Etas-Unis ) , en USD, avec le code ISIN US26441CAP05, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Duchess Energy ( Etas-Unis ) , en USD, avec le code ISIN US26441CAP05, 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
Filed pursuant to Rule 424(b)(5)
Registration No. 333-191462
CALCULATION OF REGISTRATION FEE

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

registered

per unit

offering price

fee(1)

3.75% Senior Notes due 2024

$400,000,000

100.926%

$403,704,000

$40,653

4.80% Senior Notes due 2045

$600,000,000

99.664%

$597,984,000

$60,217

Total Senior Notes

$1,000,000,000

$1,001,688,000

$100,870

(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)
$400,000,000 3.75% Senior Notes due 2024
$600,000,000 4.80% Senior Notes due 2045
Duke Energy Corporation is offering $1.0 billion aggregate principal amount of Senior Notes in two series. We are offering $400 million aggregate principal amount of 3.75% Senior
Notes due 2024 (the "2024 Notes") and $600 million aggregate principal amount of 4.80% Senior Notes due 2045 (the "2045 Notes", and together with the 2024 Notes, the "Notes"). The per
annum interest rate on the 2024 Notes will be 3.75%. The per annum interest rate on the 2045 Notes will be 4.80%.
We will pay interest on the 2024 Notes semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2016. The 2024 Notes will mature as to principal on
April 15, 2024. We will pay interest on the 2045 Notes semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2016. The 2045 Notes will mature as to
principal on December 15, 2045.
The terms of the 2024 Notes, other than their issue date, initial interest accrual date, initial interest payment date and issue price, will be identical to the terms of and will be part of the
same series as the $600,000,000 aggregate principal amount of 3.75% Senior Notes due 2024 issued by us on April 4, 2014. The 2024 Notes offered by this prospectus supplement and the
accompanying prospectus will have the same CUSIP number as such other notes and will trade interchangeably with such other notes immediately upon settlement. Upon consummation of this
offering, the aggregate principal amount outstanding of our 3.75% Senior Notes due 2024, including the 2024 Notes offered hereby, will be $1,000,000,000.
We may redeem the Notes of either 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--Optional Redemption." The Notes do not have the benefit of any sinking fund. The Notes are unsecured, senior obligations of Duke Energy Corporation.
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 2045 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-7 of this prospectus supplement.
Proceeds to Duke
Underwriting
Energy Corporation

Price to Public(1)(2)

Discount(3)

Before Expenses

Per 2024 Note

100.926%

0.650%

100.276%
Total 2024 Notes

$
403,704,000
$
2,600,000
$
401,104,000
Per 2045 Note

99.664%

0.875%

98.789%
Total 2045 Notes

$
597,984,000
$
5,250,000
$
592,734,000
Plus accrued interest, with respect to the 2024 Notes, from and including October 15, 2015 to but excluding the delivery date (totaling $1,416,666.67). Accrued
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(1)
interest must be paid by the purchasers of the 2024 Notes.
(2)
Plus accrued interest, with respect to the 2045 Notes, from November 19, 2015, if settlement occurs after that date.
(3)
The underwriters have agreed to make a payment to us in an amount equal to $1,550,000, including in respect of expenses incurred by us in connection with the
offerings. See "Underwriting (Conflicts of Interest)--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 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 November 19, 2015.
Joint Book-Running Managers
J.P. Morgan

Morgan Stanley

MUFG

Scotiabank
Senior Co-Manager
Loop Capital Markets
Co-Managers
BNY Mellon Capital Markets, LLC

KeyBanc Capital Markets
SMBC Nikko

The Williams Capital Group, L.P.
Junior Co-Managers
Drexel Hamilton

Ramirez & Co., Inc.
The date of this prospectus supplement is November 16, 2015.
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.
TABLE OF CONTENTS
Prospectus Supplement

Page

About This Prospectus Supplement
S-1
Prospectus Supplement Summary
S-2
Risk Factors
S-7
Cautionary Statement Regarding Forward-Looking Information
S-7
Ratios of Earnings to Fixed Charges
S-9
Use of Proceeds
S-10
Description of the Notes
S-11
Material U.S. Federal Income Tax Considerations
S-15
Book-Entry System
S-20
Underwriting (Conflicts of Interest)
S-24
Experts
S-28
Legal Matters
S-28
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Where You Can Find More Information
S-28
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.
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 serves approximately 7.3 million retail electric customers in six states in the Southeast and Midwest
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regions of the United States. The 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 own 49,600 megawatts of generating capacity serving an area of approximately 95,000 square miles with an estimated
population of 23 million people. Regulated Utilities serves 500,000 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 principally 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. It
maintains approximately 4,300 megawatts of owned capacity. International Energy also owns a 25 percent interest in National Methanol Company
("NMC"), a large regional producer of methanol and 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. International Energy's customers include retail distributors, electric utilities, independent power producers, marketers and industrial and
commercial companies.
Duke Energy's Commercial Portfolio segment (formerly the Commercial Power segment) builds, develops, and operates wind and solar renewable
generation and energy transmission projects throughout the continental United States. This segment was renamed as a result of the sale of the
nonregulated Midwest generation business in April 2015.
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.
Recent Developments
On October 24, 2015, we entered into an Agreement and Plan of Merger with Piedmont Natural Gas Company, Inc. ("Piedmont"). In this
transaction, which is subject to various conditions, Piedmont would become our wholly-owned subsidiary. Accordingly, if this transaction is completed,
the debt and other liabilities of Piedmont and its subsidiaries would be structurally senior to the Notes. Based on its most recent quarterly report on
Form 10-Q for the quarterly period ended July 31, 2015, Piedmont had total net debt of approximately $1.8 billion.

S-2
Table of Contents

The Offerings
Issuer
Duke Energy Corporation.

Securities Offered
We are offering $400 million aggregate principal amount of 2024 Notes and
$600 million aggregate principal amount of 2045 Notes.

Maturities
The 2024 Notes will mature on April 15, 2024.

The 2045 Notes will mature on December 15, 2045.

Interest Rates
The per annum interest rate on the 2024 Notes will be 3.75%.

The per annum interest rate on the 2045 Notes will be 4.80%.

Interest Payment Dates
Interest on the 2024 Notes will accrue from October 15, 2015, the last date on
which interest was paid on the notes of the same series previously issued.
Interest on the 2024 Notes will be payable semi-annually in arrears on
April 15 and October 15 of each year, beginning on April 15, 2016. Interest
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on the 2045 Notes will be payable semi-annually in arrears on June 15 and
December 15 of each year, beginning on June 15, 2016.

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 September 30, 2015, we had
approximately $8.5 billion of outstanding indebtedness, consisting of
approximately $6.7 billion of unsecured and unsubordinated indebtedness and
$1.8 billion of unsecured junior subordinated indebtedness. The Notes will
rank equally in priority with our unsecured and unsubordinated indebtedness
and senior in priority to our unsecured junior subordinated indebtedness. Our
Indenture (as defined herein) contains no restrictions on the amount of
additional indebtedness that we may issue under it.

The Notes will be structurally subordinated to all liabilities and any preferred
stock of our subsidiaries. At September 30, 2015, our subsidiaries had
approximately $31.4 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
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.

S-3
Table of Contents
Optional Redemption
At any time before January 15, 2024 (which is the date that is three months
prior to maturity of the 2024 Notes), we will have the right to redeem the
2024 Notes, 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 the 2024 Notes
being redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the 2024 Notes being
redeemed (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 15 basis points, plus, in either case, accrued and unpaid interest on the
principal amount of the 2024 Notes being redeemed to, but excluding, such
redemption date. At any time on or after January 15, 2024, we will have the
right to redeem the 2024 Notes, in whole or in part and from time to time, at
a redemption price equal to 100% of the principal amount of the 2024 Notes
being redeemed plus accrued and unpaid interest on the principal amount of
the 2024 Notes being redeemed to, but excluding, such redemption date. See
"Description of the Notes--Optional Redemption."

At any time before June 15, 2045 (which is the date that is six months prior
to maturity of the 2045 Notes (the "2045 Par Call Date")), we will have the
right to redeem the 2045 Notes, 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
the 2045 Notes being redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the 2045 Notes
being redeemed that would be due if the 2045 Notes matured on the 2045 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 30 basis points, plus, in either case, accrued and unpaid interest on the
principal amount of the 2045 Notes being redeemed to, but excluding, such
redemption date. At any time on or after the 2045 Par Call Date, we will have
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the right to redeem the 2045 Notes, in whole or in part and from time to time,
at a redemption price equal to 100% of the principal amount of the 2045
Notes being redeemed plus accrued and unpaid interest on the principal
amount of the 2045 Notes being redeemed to, but excluding, such redemption
date. See "Description of the Notes--Optional Redemption."

No Sinking Fund
The Notes do not have the benefit of a sinking fund.

S-4
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 (and not including the amount of
accrued interest paid by the purchasers of the 2024 Notes), will be
approximately $994.2 million. A portion of the net proceeds from the sale of
the Notes will be used to repay outstanding commercial paper, including
amounts issued to fund a portion of the costs in connection with the purchase
by Duke Energy Progress, LLC ("Duke Energy Progress") on July 31, 2015
of North Carolina Eastern Municipal Power Agency's ("NCEMPA")
ownership interests in certain generating assets jointly owned with and
operated by Duke Energy Progress. The purchase price for the ownership
interests and fuel and spare parts inventory was approximately $1.2 billion.
At November 2, 2015, we had approximately $1.9 billion of commercial
paper outstanding. Our outstanding commercial paper matures not later than
90 days after its date of issue and has a weighted average interest rate of
approximately 0.49% per year. We issue commercial paper from time to time
to fund our working capital and other needs and those of our subsidiaries. The
remainder of the net proceeds from the sale of the Notes will be used (i) to
repay at maturity Progress Energy Inc.'s ("Progress Energy") $300 million
aggregate principal amount of 5.625% senior notes due January 15, 2016 and
(ii) for general corporate purposes.

We expect that the sales of the 2024 Notes and the 2045 Notes will take place
concurrently. However, the sales of the 2024 Notes and the 2045 Notes are
not conditioned upon each other, and we may consummate the sale of one
series and not the other, or consummate the sales at different times.

Conflicts of Interest
Certain of the underwriters or their affiliates may own some of our
commercial paper or Progress Energy's 5.625% senior notes due January 15,
2016 described above, the repayment of which will be funded with a portion
of the net proceeds from the sale of the Notes. See "Underwriting (Conflicts
of Interest)--Conflicts of Interest."

S-5
Table of Contents
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.
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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 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-6
Table of Contents
RISK FACTORS
You should carefully consider the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2014, which has been filed
with the Securities and Exchange Commission, or SEC, and is incorporated by reference in this prospectus supplement, as well as the other information
included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
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, or the Exchange Act. Forward-looking statements are based on management's beliefs and assumptions. These forward-looking
statements are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may,"
"plan," "project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook," and similar expressions. Forward-looking statements involve
risks and uncertainties that may cause actual results to be materially different from the results predicted. Factors that could cause actual results to differ
materially from those indicated in any forward-looking statement include, but are not limited to:
·
State, 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 the costs and liabilities relating to the Dan River ash basin release and compliance with current regulations and
any future regulatory changes related to the management of coal ash;
·
The ability to recover eligible costs, including those associated with future significant weather events, and earn an adequate return on
investment through the regulatory process;
·
The costs of decommissioning Crystal River Unit 3 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 customer usage patterns,
including energy efficiency efforts and use of alternative energy sources, including self-generation and distributed generation
technologies;
·
Additional competition in electric markets and continued industry consolidation;
·
Political and regulatory uncertainty in 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
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storms, hurricanes, droughts and tornadoes;
·
The ability to successfully operate electric generating facilities and deliver electricity to customers;
·
The impact on facilities and business from a terrorist attack, cybersecurity threats, data security breaches, and other catastrophic events;
S-7
Table of Contents
·
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 and general economic conditions;
·
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 in
existing and new generation facilities, including risks related to financing, obtaining and complying with terms of permits, meeting
construction budgets and schedules, and satisfying operating and environmental performance standards, as well as the ability to recover
costs from customers in a timely manner 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 reinvest prospective undistributed earnings of foreign subsidiaries or repatriate such earnings on a tax-efficient basis;
·
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, 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 ability to successfully complete future merger, acquisition or divestiture plans.
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 we have
described. Forward-looking statements speak only as of the date they are made; we undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise that occur after that date.
S-8
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Table of Contents
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges have been calculated using the SEC guidelines.

Nine Months

Year Ended December 31,

Ended

September 30, 2015

2014

2013(d)

2012(a)(d)

2011(d)

2010(d)

(dollars in millions)

Earnings as defined for the fixed charges
calculation:

Add:

Pretax income from continuing
operations(b)
$
3,375 $ 3,998 $ 3,657 $
2,068 $ 1,975 $ 2,062
Fixed charges

1,418
1,871
1,886
1,510
1,057
1,045
Distributed income of equity investees
49
136
109
151
149
111
Deduct:

Preferred dividend requirements of
subsidiaries

--
--
--
3
--
--
Interest capitalized

11
7
8
30
46
54
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total earnings:
$
4,831 $ 5,998 $ 5,664 $
3,696 $ 3,135 $ 3,164
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Fixed charges:

Interest on debt, including capitalized
portions
$
1,297 $ 1,733 $ 1,760 $
1,420 $ 1,026 $ 1,008
Estimate of interest within rental
expense

121
138
126
87
31
37
Preferred dividend requirements

--
--
--
3
--
--
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total fixed charges
$
1,418 $ 1,871 $ 1,886 $
1,510 $ 1,057 $ 1,045
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Ratio of earnings to fixed charges

3.4
3.2
3.0
2.4
3.0
3.0
(a)
Includes the results of Progress Energy, Inc. beginning on July 2, 2012.
(b)
Excludes amounts attributable to noncontrolling interests and income or loss from equity investees.
(c)
For the period presented, Duke Energy Corporation had no preferred stock outstanding.
(d)
Operating results have been revised to reflect the impact of discontinued operations.
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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 (and not including the amount of accrued interest paid by the purchasers of the 2024 Notes), will be
approximately $994.2 million. A portion of the net proceeds from the sale of the Notes will be used to repay outstanding commercial paper, including
amounts issued to fund a portion of the costs in connection with the purchase by Duke Energy Progress on July 31, 2015 of NCEMPA's ownership
interests in certain generating assets jointly owned with and operated by Duke Energy Progress. The purchase price for the ownership interests and fuel
and spare parts inventory was approximately $1.2 billion. At November 2, 2015, we had approximately $1.9 billion of commercial paper outstanding.
Our outstanding commercial paper matures not later than 90 days after its date of issue and has a weighted average interest rate of approximately 0.49%
per year. We issue commercial paper from time to time to fund our working capital and other needs and those of our subsidiaries. The remainder of the
net proceeds from the sale of the Notes will be used (i) to repay at maturity Progress Energy's $300 million aggregate principal amount of 5.625%
senior notes due January 15, 2016 and (ii) for general corporate purposes. Certain of the underwriters or their affiliates may own some of our
commercial paper or Progress Energy's 5.625% senior notes due January 15, 2016 described above, the repayment of which will be funded with a
portion of the net proceeds from the sale of the Notes. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."
We expect that the sales of the 2024 Notes and the 2045 Notes will take place concurrently. However, the sales of the 2024 Notes and the 2045
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Notes are not conditioned upon each other, and we may consummate the sale of one series and not the other, or consummate the sales at different times.
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DESCRIPTION OF THE NOTES
General
The following description of the terms of the Notes summarizes certain general terms that will apply to the Notes. The Notes will be issued as two
separate series of senior debt securities under an Indenture between us and The Bank of New York Mellon Trust Company, N.A. (formerly known as
The Bank of New York Trust Company, N.A.), as Trustee, dated as of June 3, 2008, as supplemented from time to time, including by the Eleventh
Supplemental Indenture, dated as of April 4, 2014 with respect to the 2024 Notes and by the Twelfth Supplemental Indenture, to be dated as of
November 19, 2015 with respect to the 2045 Notes, collectively referred to as the Indenture.
Please read the following information concerning the Notes in conjunction with the statements under "Description of Debt Securities" in the
accompanying prospectus, which the following information supplements and, in the event of any inconsistencies, supersedes. Capitalized terms not
defined in this prospectus supplement are used as defined in the Indenture or as otherwise provided in the accompanying prospectus.
The Notes are issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. The 2024 Notes offered by this prospectus
supplement form a part of the same series as our 3.75% Senior Notes due 2024 that were issued on April 4, 2014 and have the same terms, other than
their issue date, initial interest accrual date, initial interest payment date and issue price, as such other notes. The 2024 Notes offered by this prospectus
supplement and the accompanying prospectus will have the same CUSIP number as such other notes and will trade interchangeably with such other
notes immediately upon settlement. Upon the consummation of this offering, the aggregate principal amount outstanding of our 3.75% Senior Notes due
2024, including the 2024 Notes offered hereby, will be $1,000,000,000.
The 2045 Notes will be issued in an initial aggregate principal amount of $600,000,000.
We may from time to time, without the consent of existing holders, create and issue further notes having the same terms and conditions as the 2024
Notes or 2045 Notes being offered hereby in all respects, except for the issue date, the issue price and, if applicable, the first payment of interest thereon
and the initial interest accrual date. Additional notes issued in this manner will be consolidated with, and will form a single series with, the applicable
previously outstanding 2024 Notes or 2045 Notes.
As used in this prospectus supplement, "business day" means, with respect to the Notes, any day other than a Saturday or Sunday that is neither a
legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close,
or a day on which the Corporate Trust Office is closed for business.
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 September 30, 2015, we had
approximately $8.5 billion of outstanding indebtedness, consisting of approximately $6.7 billion of unsecured and unsubordinated indebtedness and
$1.8 billion of unsecured junior subordinated indebtedness. The Notes will rank equally in priority with our unsecured and unsubordinated indebtedness
and senior in priority to our unsecured junior subordinated indebtedness. Our Indenture contains no restrictions on the amount of additional indebtedness
that we may issue under it.
The Notes will be structurally subordinated to all liabilities and any preferred stock of our subsidiaries. At September 30, 2015, our subsidiaries
had approximately $31.4 billion of indebtedness, payment upon approximately $0.8 billion of which is guaranteed by Duke Energy Corporation. All of
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such guarantees were granted to the holders of certain unsecured debt of our 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.
Interest and Payment
The 2024 Notes will mature on April 15, 2024 and will bear interest at a rate of 3.75% per year. Interest on the 2024 Notes shall be payable semi-
annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2016. The 2045 Notes will mature on December 15, 2045 and
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