Bond Duchess Energy 2.45% ( US26441CBH79 ) in USD

Duchess Energy

100 % ▲

United States

US26441CBH79 ( in USD )

2.45% per year ( payment 2 times a year)

31/05/2030

Prospectus brochure of the bond Duke Energy US26441CBH79 en USD 2.45%, maturity 31/05/2030

2 000 USD

850 000 000 USD

26441CBH7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 111 days )

Duke Energy is a large American energy holding company that operates electric power generation and delivery businesses in the Southeast and Midwest United States.

The Bond issued by Duchess Energy ( United States ) , in USD, with the ISIN code US26441CBH79, pays a coupon of 2.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2030

The Bond issued by Duchess Energy ( United States ) , in USD, with the ISIN code US26441CBH79, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Duchess Energy ( United States ) , in USD, with the ISIN code US26441CBH79, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
Table of Contents
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-233896
CALCULATION OF REGISTRATION FEE

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

registered

per unit

price

registration fee(1)

2.45% Senior Notes due 2030
$500,000,000
99.681%

$498,405,000

$64,693.00

(1)
The filing fee, calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, has been transmitted to the Securities
and Exchange Commission in connection with the securities offered by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 23, 2019)
$500,000,000 2.45% Senior Notes due 2030
Duke Energy Corporation is offering $500,000,000 aggregate principal amount of 2.45% Senior Notes due 2030 (the "Notes"). The per annum
interest rate on the Notes will be 2.45%.
We will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Notes will
mature as to principal on June 1, 2030.
We may redeem the Notes 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 will not have the benefit of any sinking fund. 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.
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
Price to
Underwriting
Energy Corporation

Public(1)

Discount(2)

Before Expenses

Per Note

99.681%

0.650%

99.031%
Total Notes
$ 498,405,000
$ 3,250,000
$
495,155,000
(1)
Plus accrued interest from May 15, 2020, if settlement occurs after that date.
(2)
The underwriters have agreed to make a payment to us in an amount equal to $1,000,000, including in respect of expenses
incurred by us in connection with this offering. See "Underwriting (Conflicts of Interest)."
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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 SA/NV, on or about May 15, 2020.
Joint Book-Running Managers
J.P. Morgan

Scotiabank

SunTrust Robinson
TD Securities

Wells Fargo
Humphrey
Securities
Co-Managers
CastleOak Securities, L.P.

Mischler Financial Group, Inc.

The date of this prospectus supplement is May 13, 2020.
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-3
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Information
S-7
Use of Proceeds
S-10
Description of the Notes
S-11
Certain U.S. Federal Income Tax Considerations for Non-U.S.Holders
S-14
Book-Entry System
S-17
Underwriting (Conflicts of Interest)
S-21
Legal Matters
S-25
Where You Can Find More Information
S-25
Prospectus

Page

References to Additional Information

1
About This Prospectus

1
Forward-Looking Statements

1
The Company

2
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Risk Factors

2
Use of Proceeds

3
Description of Common Stock

3
Description of Preferred Stock

3
Description of Depositary Shares

4
Description of Stock Purchase Contracts and Stock Purchase Units

5
Description of Debt Securities

5
Plan of Distribution

12
Experts

13
Validity of the Securities

14
Where You Can Find More Information

14
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the
accompanying prospectus, gives more general information, some of which does not apply to this offering.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in or incorporated by reference in this prospectus supplement.
It is important for you to read and consider all information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents to which
we have referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus
to "Duke Energy," "we," "us" and "our" or similar terms are to Duke Energy Corporation and its subsidiaries.
Notice to Prospective Investors in the European Economic Area and the United Kingdom
None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of the
Prospectus Regulation (as defined below). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been
prepared on the basis that any offer of the Notes in any Member State of the European Economic Area (the "EEA") or in the United Kingdom (each, a
"Relevant State") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors"). Accordingly,
any person making or intending to make an offer in that Relevant State of Notes which are the subject of the offering contemplated in this prospectus
supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to Qualified Investors. Neither Duke
Energy Corporation nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes other than to Qualified Investors. The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
Prohibition of Sales to EEA and United Kingdom Retail Investors--The Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID
II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs
Regulation.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus, and any other document or
materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an
S-1
Table of Contents
authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have
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professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of
the FSMA (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the Financial
Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons
together being referred to as "relevant persons"). In the United Kingdom, the Notes offered hereby are only available to, and any investment or
investment activity to which this prospectus supplement, the accompanying prospectus and any related free writing prospectus relates will be engaged in
only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the
accompanying prospectus or any related free writing prospectus or any of their contents.
S-2
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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 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 7.8 million customers within the Southeast and Midwest regions of the U.S. The service territory is approximately 91,000 square miles
across six states with a total estimated population of 25 million people. The operations include electricity sold wholesale to municipalities, electric
cooperative utilities and other load-serving entities. Duke Energy's Electric Utilities and Infrastructure segment is also a joint owner of certain electric
transmission projects.
Duke Energy's Gas Utilities and Infrastructure segment conducts natural gas operations primarily through the regulated public utilities of Piedmont
Natural Gas Company, Inc., Duke Energy Ohio, Inc. and Duke Energy Kentucky, Inc. Duke Energy's Gas Utilities and Infrastructure segment serves
residential, commercial, industrial and power generation natural gas customers, including customers served by municipalities who are wholesale
customers. Duke Energy's Gas Utilities and Infrastructure segment has over 1.6 million customers, including more than 1.1 million customers located in
North Carolina, South Carolina and Tennessee, and an additional 535,000 customers located within southwestern Ohio and northern Kentucky.
Duke Energy's Commercial Renewables segment primarily acquires, develops, builds, operates and owns wind and solar renewable generation
throughout the continental U.S. The portfolio includes nonregulated renewable energy and energy storage businesses. Duke Energy's Commercial
Renewables segment's renewable energy includes utility-scale wind and solar generation assets, distributed solar generation assets, distributed fuel cell
assets and a battery storage project, which total 2,282 megawatts across 19 states from 22 wind facilities, 126 solar projects, 11 fuel cell locations and
one battery storage facility.
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-3
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Table of Contents

The Offering
Issuer

Duke Energy Corporation

Securities Offered
We are offering $500 million aggregate principal amount
of Notes.

Maturity Date
The Notes will mature on June 1, 2030.

Interest Rate
The per annum interest rate on the Notes will be 2.45%.

Interest Payment Dates
Interest on the Notes will be payable semi-annually in
arrears on June 1 and December 1 of each year, beginning
on December 1, 2020.

Ranking
The Notes will be a new series of 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 March 31, 2020, we had approximately
$19.5 billion of outstanding indebtedness, consisting of
approximately $18.5 billion of unsecured and
unsubordinated indebtedness and $1.0 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
March 31, 2020, our subsidiaries had approximately
$43.1 billion of indebtedness, payment upon
approximately $650 million 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.

Optional Redemption
We will have the right to redeem the Notes at any time
before March 1, 2030 (which is the date that is three
months prior to the maturity date of the Notes (the "Par
Call Date")), 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 Notes being redeemed and (2) the
sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being
redeemed that would be due if the Notes matured on the
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 Notes
being redeemed to, but excluding, such redemption date.
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S-4
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We will have the right to redeem the Notes at any time on
or after the 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 the 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."

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

Use of Proceeds
The net proceeds from the sale of the Notes, after
deducting the underwriting discount and related offering
expenses and giving effect to the underwriters' payment to
us, will be approximately $495.5 million. We intend to
use the net proceeds from the sale of the Notes to repay a
portion of our outstanding borrowings under our three-
year revolving credit facility expiring in May 2022 (the
"revolving credit facility") and for general corporate
purposes. At March 31, 2020, we had approximately
$1.0 billion of borrowings outstanding under the revolving
credit facility. Our outstanding borrowings under the
revolving credit facility had a weighted average interest
rate of approximately 2.08% per year. See "Use of
Proceeds."

Conflicts of Interest
Certain of the underwriters or their affiliates are lenders
under the revolving credit facility, 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
The Notes will be represented by one or more global
securities registered in the name of and deposited with or
on behalf of The Depository Trust Company ("DTC") or
its nominee. Beneficial interests in the Notes will be
represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct
and indirect participants in DTC. Investors may elect to
hold interests in the global securities through either DTC
in the United States or Clearstream Banking, S.A.
("Clearstream") or Euroclear Bank SA/NV, 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
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RISK FACTORS
You should carefully consider the risk factors, including those related to the COVID-19 pandemic, in our Annual Report on Form 10-K for the
year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, each of 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
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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 (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:
·
The impact of the COVID-19 pandemic;
·
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;
·
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 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, including self-generation and distributed generation technologies;
·
Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures and
distributed generation technologies, such as 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
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the company resulting from an incident that affects the United States electric grid or generating resources;
S-7
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·
The ability to obtain the necessary permits and approvals and to complete necessary or desirable pipeline expansion or infrastructure
projects in our natural gas business;
·
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 attack, cybersecurity threats, data security breaches, operational accidents,
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 and general market and 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,
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;
·
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 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 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; and
·
The ability to implement our business strategy, including enhancing existing technology systems.
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Table of Contents
Additional risks and uncertainties are identified and discussed in our reports filed with the SEC and are 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
USE OF PROCEEDS
The net proceeds from the sale of the Notes, after deducting the underwriting discount and related offering expenses and giving effect to the
underwriters' payment to us, will be approximately $495.5 million. We intend to use the net proceeds from the sale of the Notes to repay a portion of
our outstanding borrowings under our three-year revolving credit facility expiring in May 2022 (the "revolving credit facility") and for general
corporate purposes. At March 31, 2020, we had approximately $1.0 billion of borrowings outstanding under the revolving credit facility. Our
outstanding borrowings under the revolving credit facility had a weighted average interest rate of approximately 2.08% per year.
Certain of the underwriters or their affiliates are lenders under the revolving credit facility, 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-10
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 a
new 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 Twenty-third
Supplemental Indenture, to be dated as of May 15, 2020, 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 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
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 any such additional notes must be fungible with the then outstanding Notes for U.S. federal income tax
purposes, and any such additional notes, together with the then outstanding notes, will be taken to constitute the same series of notes under the
Indenture.
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 March 31, 2020, we had
approximately $19.5 billion of outstanding indebtedness, consisting of approximately $18.5 billion of unsecured and unsubordinated indebtedness and
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$1.0 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 March 31, 2020, our subsidiaries had
approximately $43.1 billion of indebtedness, payment upon approximately $650 million 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 Notes will mature on June 1, 2030 and will bear interest at a rate of 2.45% per year. Interest on the Notes shall be payable semi-annually in
arrears on June 1 and December 1 of each year, commencing on December 1, 2020. 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
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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 record date for the applicable interest payment date, which will be the close of business on
(i) the business day immediately preceding such interest payment date so long as all of the Notes remain in book-entry only form or (ii) the fifteenth
calendar day next preceding such interest payment date (whether or not a business day) if any of the Notes do not remain in book-entry only form.
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
May 15, 2020, 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 the Notes at any time before March 1, 2030 (which is the date that is three months prior to the maturity date of the
Notes (the "Par Call Date")), 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 Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being
redeemed that would be due if the Notes matured on the 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 Notes being redeemed to, but excluding, such redemption
date.
We will have the right to redeem the Notes at any time on or after the 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 the Notes being redeemed plus accrued and unpaid interest on the principal amount of such Notes being
redeemed to, but excluding, such redemption date.
For purposes of these redemption provisions, the following terms have the following meanings:
"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the Par Call Date), that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means with respect to any redemption date for the Notes, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if fewer than four of
such Reference Treasury Dealer Quotations are obtained, the average of all such Reference Treasury Dealer Quotations as determined by us.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of (i) J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Wells Fargo
Securities, LLC and (ii) a Primary Treasury Dealer (as defined below) selected by SunTrust Robinson Humphrey, Inc., or their respective affiliates or
successors, each of which is a primary U.S. Government securities dealer in the United States (a "Primary Treasury Dealer"); provided, however, that if
any of the foregoing or their affiliates or successors shall cease to be a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury
Dealer.
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https://www.sec.gov/Archives/edgar/data/1326160/000104746920003060/a2241643z424b5.htm[5/14/2020 11:44:29 AM]

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