CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management’s beliefs and assumptions. These forward-looking statements, which are intended to cover Duke Energy and the applicable Duke Energy Registrants, 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;structures or market prices;

·       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 scopecosts of necessary repairs of the delamination ofretiring Crystal River Unit 3 Nuclear Plant could prove to be more extensive than isare currently identified such repairs could prove not to be feasible resulting in earlyand all costs associated with the retirement of the unit, the cost of repair and/orCrystal River Unit 3 asset, including replacement power could exceed estimates and insurance coverage or may not be fully recoverable through the regulatory process;

·The ability to maintain relationships with customers, employees or suppliers post-merger;

·The ability to successfully integrate the Progress Energy businesses and realize cost savings and any other synergies expected from the merger;

·       The risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect;

·       The impact of compliance with material restrictions ofor conditions related to the Progress Energy merger imposed by regulators could exceed our expectations;

·       Costs and effects of legal and administrative proceedings, settlements, investigations and claims;

·       Industrial, commercial and residential growth or decline in the respective Duke Energy Registrants’ service territories customer base or customer bases resulting from customer usage patterns;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 each of the Duke Energy Registrants’ operations, including the economic, operational and other effects of severe storms, hurricanes, droughts and tornadoes;

·       The ability to recover, in a timely manner, if at all, costs associated with future significant weather events through the regulatory process;successfully operate electric generating facilities and deliver electricity to customers;

·       The impact on the Duke Energy Registrants’ facilities and business from a terrorist attack;attack, cyber security threats and other catastrophic events;

·       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,price, interest rates and foreign currency exchange rates;

·Unscheduled generation outages, unusual maintenance or repairsrates and electric transmission system constraints;

·The performancethe ability to recover such costs through the regulatory process, where appropriate, and their impact on liquidity positions and the value of electric generation facilities and of projects undertaken by Duke Energy’s non-regulated businesses;underlying assets;

·       The results of financing efforts, including the Duke Energy Registrants’ ability to obtain financing on favorable terms, which can be affected by various factors, including the respective Duke Energy Registrants’ credit ratings and general economic conditions;

·       Declines in the market prices of equity securities and resultant cash funding requirements for Duke Energy’s defined benefit pension plans, other post-retirement benefit plans, and nuclear decommissioning trust funds;

·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 Duke Energy Registrants’ transactions;

·       Employee workforce factors, including the potential inability to attract and retain key personnel;

·       Growth in opportunities for the respectiveThe ability of subsidiaries to pay dividends or distributions to Duke Energy Registrants’ business units, includingCorporation holding company (the Parent);

·The performance of projects undertaken by our nonregulated businesses and the timing and success of efforts to invest in and develop domestic and international power and other projects;

·Construction and development risks associated with the completion of Duke Energy Registrants’ 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 ratepayers in a timely manner or at all;opportunities;

·       The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;

·       The impact of potential goodwill impairments;

·The ability to reinvest retained earnings of foreign subsidiaries or repatriate such earnings on a tax free basis; 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 might not occur or might occur to a different extent or at a different time than the Duke Energy hasRegistrants have described. TheForward-looking statements speak only as of the date they are made; the Duke Energy Registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.otherwise that occur after that date.