Bond Duchess Energy 3.95% ( US26441CAY12 ) in USD

Issuer Duchess Energy
Market price refresh price now   79.497 %  ▼ 
Country  United States
ISIN code  US26441CAY12 ( in USD )
Interest rate 3.95% per year ( payment 2 times a year)
Maturity 15/08/2047



Prospectus brochure of the bond Duke Energy US26441CAY12 en USD 3.95%, maturity 15/08/2047


Minimal amount 2 000 USD
Total amount 500 000 000 USD
Cusip 26441CAY1
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 15/02/2026 ( In 6 days )
Detailed description Duke Energy is a large American energy holding company that operates electric power generation and delivery businesses in the Southeast and Midwest United States.

Duke Energy's US$500,000,000 3.95% bond (ISIN: US26441CAY12, CUSIP: 26441CAY1), maturing on August 15, 2047, currently trades at 79.497% of its face value, with a minimum trading size of 2,000 bonds, paying semi-annually, and rated BBB by S&P and Baa2 by Moody's.







424B5 1 a2232939z424b5.htm 424B5
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TABLE OF CONTENTS
Table of Contents
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-213765
CALCULATION OF REGISTRATION FEE





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

registered

unit

price

registration fee(1)

2.40% Senior Notes due 2022
$500,000,000
99.793%

$498,965,000

$57,831.04

3.15% Senior Notes due 2027
$750,000,000
99.719%

$747,892,500

$86,681.74

3.95% Senior Notes due 2047
$500,000,000
99.598%

$497,990,000

$57,718.04

Total Senior Notes

$1,750,000,000


$1,744,847,500
$202,228

(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 January 26, 2017)
$1,750,000,000
$500,000,000 2.40% Senior Notes due 2022
$750,000,000 3.15% Senior Notes due 2027
$500,000,000 3.95% Senior Notes due 2047
Duke Energy Corporation is offering $1.75 billion aggregate principal amount of Senior Notes in three separate series. We are offering (i) $500 million aggregate principal amount of
2.40% Senior Notes due 2022 (the "2022 Notes"), (ii) $750 million aggregate principal amount of 3.15% Senior Notes due 2027 (the "2027 Notes"), and (iii) $500 million aggregate principal
amount of 3.95% Senior Notes due 2047 (the "2047 Notes", and together with the 2022 Notes and the 2027 Notes, the "Notes"). The per annum interest rate on the 2022 Notes will be 2.40%,
the per annum interest rate on the 2027 Notes will be 3.15% and the per annum interest rate on the 2047 Notes will be 3.95%.
We will pay interest on the Notes of each series semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2018. The 2022 Notes will mature as to
principal on August 15, 2022, the 2027 Notes will mature as to principal on August 15, 2027, and the 2047 Notes will mature as to principal on August 15, 2047.
We may redeem the Notes of any series at our option at any time, in whole or in part and from time to time, 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 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" on page S-6 of this prospectus supplement.
Proceeds to Duke
Underwriting
Energy Corporation


Price to Public(1)

Discount(2)

Before Expenses

Per 2022 Note


99.793%

0.600%

99.193%
Total 2022 Notes

$
498,965,000
$
3,000,000
$
495,965,000
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Per 2027 Note


99.719%

0.650%

99.069%
Total 2027 Notes

$
747,892,500
$
4,875,000
$
743,017,500
Per 2047 Note


99.598%

0.875%

98.723%
Total 2047 Notes

$
497,990,000
$
4,375,000
$
493,615,000
(1)
Plus accrued interest from August 10, 2017, if settlement occurs after that date.
(2)
The underwriters have agreed to make a payment to us in an amount equal to $3,375,000, including in respect of expenses incurred by us in connection with the
offerings. See "Underwriting (Conflicts of Interest)."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect the 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, S.A. and Euroclear Bank S.A./N.V., on or about August 10, 2017.
Joint Book-Running Managers
Barclays
BofA Merrill Lynch
Credit Suisse

J.P. Morgan

MUFG
Senior Co-Manager
Loop Capital Markets
Co-Managers
BB&T Capital Markets

PNC Capital Markets LLC

Regions Securities LLC
Santander

The Williams Capital Group, L.P.
Junior Co-Managers
Academy Securities

Blaylock Van, LLC
CastleOak Securities, L.P.

Ramirez & Co., Inc.
The date of this prospectus supplement is August 7, 2017.
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-6
Cautionary Statement Regarding Forward-Looking Information
S-7
Ratios of Earnings to Fixed Charges
S-10
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Use of Proceeds
S-11
Description of the Notes
S-12
Material U.S. Federal Income Tax Considerations
S-15
Book-Entry System
S-20
Underwriting (Conflicts of Interest)
S-24
Legal Matters
S-30
Where You Can Find More Information
S-30
Prospectus


Page

References to Additional Information

i
About This Prospectus

i
Forward-looking Statements

ii
The Company

1
Risk Factors

1
Use of Proceeds

2
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 conduct
business through the following operating business segments: Electric Utilities and Infrastructure, Gas Utilities and Infrastructure, and Commercial
Renewables.
Duke Energy's Electric Utilities and Infrastructure segment conducts operations primarily through the regulated public utilities of Duke Energy
Carolinas, LLC, Duke Energy Progress, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Ohio, Inc. Duke Energy's
Electric Utilities and Infrastructure segment provides retail electric service through the generation, transmission, distribution and sale of electricity to
approximately 7.5 million customers within the Southeast and Midwest regions of the U.S. The service territory is approximately 95,000 square miles
across six states with a total estimated population of 24 million people. The operations include electricity sold wholesale to municipalities, electric
cooperative utilities and other load-serving entities. Duke Energy's Electric Utilities and Infrastructure segment is also a joint owner in certain electric
transmission projects.
Duke Energy's Gas Utilities and Infrastructure segment conducts natural gas operations primarily through the regulated public utilities of Piedmont
Natural Gas Company, Inc. ("Piedmont") and Duke Energy Ohio, Inc. Duke Energy's Gas Utilities and Infrastructure segment, which serves residential,
commercial, industrial and power generation natural gas customers, has over 1.5 million customers, including more than 1 million customers located in
North Carolina, South Carolina and Tennessee, and an additional 529,000 customers located within southwestern Ohio and northern Kentucky.
Duke Energy's Commercial Renewables segment primarily acquires, builds, develops and operates wind and solar renewable generation throughout
the continental U.S. The portfolio includes nonregulated renewable energy and energy storage businesses. This segment's renewable energy includes
utility-scale wind and solar generation assets which total 2,900 megawatts across 14 states from 21 wind farms and 63 commercial solar farms.
Revenues are primarily generated by selling the power produced from renewable generation through long-term contracts to utilities, electric
cooperatives, municipalities and commercial and industrial customers. In most instances, these customers have obligations under state-mandated
renewable energy portfolio standards or similar state or local renewable energy goals.
Duke Energy is a Delaware corporation. The address of Duke Energy's principal executive offices is 550 South Tryon Street, Charlotte, North
Carolina 28202-1803 and its telephone number is (704) 382-3853. Duke Energy's common stock is listed and trades on the New York Stock Exchange
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

The Offerings
Issuer
Duke Energy Corporation.

Securities Offered
We are offering $500 million aggregate principal amount of 2022 Notes,
$750 million aggregate principal amount of 2027 Notes, and $500 million
aggregate principal amount of 2047 Notes.

Maturities
The 2022 Notes will mature on August 15, 2022.
The 2027 Notes will mature on August 15, 2027.
The 2047 Notes will mature on August 15, 2047.

Interest Rates
The per annum interest rate on the 2022 Notes will be 2.40%.
The per annum interest rate on the 2027 Notes will be 3.15%.
The per annum interest rate on the 2047 Notes will be 3.95%.

Interest Payment Dates
Interest on the Notes of each series will be payable semi-annually in arrears
on February 15 and August 15 of each year, beginning on February 15, 2018.
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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, 2017, we had
approximately $14.9 billion of outstanding indebtedness, consisting of
approximately $14.4 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.

The Notes will be structurally subordinated to all liabilities and any preferred
stock of our subsidiaries. At June 30, 2017, our subsidiaries had
approximately $35.6 billion of indebtedness, payment upon approximately
$0.7 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
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--Optional Redemption."


Par Call Date

Make-Whole Spread
Series
2022 Notes
July 15, 2022
10 basis points
2027 Notes
May 15, 2027
15 basis points
2047 Notes
February 15, 2047 20 basis points

No Sinking Fund
There will not be any sinking fund for the Notes.

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 $1.7 billion.
We intend to use the aggregate net proceeds from the sale of the Notes (i) to
repay at maturity $700 million aggregate principal amount of our 1.625%
Senior Notes due August 15, 2017, (ii) to repay outstanding commercial
paper and (iii) for general corporate purposes. At August 1, 2017, we had
approximately $3.1 billion of commercial paper outstanding. Our outstanding
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commercial paper matures not later than 90 days after its date of issue and
has a weighted average interest rate of approximately 1.43% per year. We
issue commercial paper from time to time to fund our working capital and
other needs and those of our subsidiaries. See "Use of Proceeds."
S-4
Table of Contents
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.

Conflicts of Interest
Certain of the underwriters or their affiliates may own some of our 1.625%
Senior Notes due August 15, 2017 described above or our commercial paper,
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."

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 each series of
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, S.A. ("Clearstream") 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-5
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, 2016, 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 all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
before making an investment decision.
S-6
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, 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 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 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;
·
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 and the economic health of our service territories or variations in customer usage patterns, including energy efficiency
efforts 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 and
distributed generation technologies, such as private 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 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;
·
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;
·
The ability to complete necessary or desirable pipeline expansion or infrastructure projects in our natural gas business;
·
Operational interruptions to our gas distribution and transmission activities;
S-7
Table of Contents
·
The availability of adequate interstate pipeline transportation capacity and natural gas supply;
·
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, 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,
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including credit ratings, interest rate fluctuations and general economic conditions;
·
Credit ratings of Duke Energy or its subsidiaries 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 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;
·
Substantial revision to the U.S. tax code, such as changes to the corporate tax rate or material change in the deductibility of interest;
·
The impact of potential goodwill impairments;
·
The ability to successfully complete future merger, acquisition or divestiture plans;
·
The ability to successfully integrate the natural gas businesses following the acquisition of Piedmont and realize anticipated benefits; and
·
The ability to implement our business strategy.
S-8
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.
S-9
Table of Contents
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges have been calculated using the SEC guidelines.

Six Months

Years Ended December 31,

Ended
June 30,
2017
2016
2015
2014
2013
2012(a)
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(in millions)







Earnings as defined for the fixed charges
calculation:







Add:







Pretax income from continuing operations(b) $
2,010 $ 3,668 $ 3,832 $ 3,636 $ 3,204 $ 1,622
Fixed charges

1,078
2,170
1,859
1,871
1,886
1,510
Distributed income of equity investees

5
30
104
136
109
151
Deduct:







Preferred dividend requirements of subsidiaries
--
--
--
--
--
3
Interest capitalized

1
10
18
7
8
30
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total earnings:
$
3,092 $ 5,858 $ 5,777 $ 5,636 $ 5,191 $ 3,250
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Fixed charges:







Interest on debt, including capitalized portions $
1,030 $ 2,066 $ 1,733 $ 1,733 $ 1,760 $ 1,420
Estimate of interest within rental expense

48
104
126
138
126
87
Preferred dividend requirements of subsidiaries
--
--
--
--
--
3
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total fixed charges
$
1,078 $ 2,170 $ 1,859 $ 1,871 $ 1,886 $ 1,510
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Ratio of earnings to fixed charges

2.9
2.7
3.1
3.0
2.8
2.2
(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.
S-10
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 $1.7 billion. We intend to use the aggregate net proceeds from the sale of the
Notes (i) to repay at maturity $700 million aggregate principal amount of our 1.625% Senior Notes due August 15, 2017, (ii) to repay outstanding
commercial paper and (iii) for general corporate purposes. At August 1, 2017, we had approximately $3.1 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 1.43% per
year. We issue commercial paper from time to time to fund our working capital and other needs and those of our subsidiaries. Certain of the
underwriters or their affiliates may own some of our 1.625% Senior Notes due August 15, 2017 described above or our commercial paper, 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 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.
S-11
Table of Contents
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 three
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 Seventeenth
Supplemental Indenture, to be dated as of August 10, 2017, 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.
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The Notes are issuable in denominations of $2,000 or any integral multiple of $1,000 in excess thereof. The 2022 Notes will be issued in an initial
aggregate principal amount of $500,000,000, the 2027 Notes will be issued in an initial aggregate principal amount of $750,000,000, and the 2047 Notes
will be issued in an initial aggregate principal amount of $500,000,000.
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 2022
Notes, the 2027 Notes or the 2047 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; provided, however, that such additional notes must be fungible with the applicable
Notes offered hereby for U.S. federal income tax purposes, and any such additional notes issued in this manner will be consolidated with, and will
form a single series with, the applicable previously issued 2022 Notes, 2027 Notes or 2047 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 in New York, New York 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 June 30, 2017, we had
approximately $14.9 billion of outstanding indebtedness, consisting of approximately $14.4 billion of unsecured and unsubordinated indebtedness and
$0.5 billion of 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 June 30, 2017, our subsidiaries had
approximately $35.6 billion of indebtedness, payment upon approximately $0.7 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.
Interest and Payment
The 2022 Notes will mature on August 15, 2022 and will bear interest at a rate of 2.40% per year. The 2027 Notes will mature on August 15, 2027
and will bear interest at a rate of 3.15% per year. The
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2047 Notes will mature on August 15, 2047 and will bear interest at a rate of 3.95% per year. Interest on each series of the Notes shall be payable semi-
annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2018. If an interest payment date falls on a day that is not a
business day, interest will be payable on the next succeeding business day (and without any interest or payment in respect of any such delay) with the
same force and effect as if made on such interest payment date. If a due date for the payment of interest or principal on the Notes falls on a day that is
not a business day, then the payment will be made on the next succeeding business day, and no interest will accrue on the amounts payable for the
period from and after the original due date and until the next business day. Interest will be paid to the person in whose name each Note is registered at
the close of business on the fifteenth calendar day next preceding each semi-annual interest payment date (whether or not a business day). Interest on
the Notes will be calculated on the basis of a 360-day year, consisting of twelve 30-day months. Interest on the Notes will accrue from August 10, 2017,
or from the most recent interest payment date to which interest has been paid or duly provided for.
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.
Series

Par Call Date
Make-Whole Spread
2022 Notes
July 15, 2022 (the "2022 Par Call Date")
10 basis points
2027 Notes
May 15, 2027 (the "2027 Par Call Date")
15 basis points
2047 Notes
February 15, 2047 (the "2047 Par Call Date")
20 basis points
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