DUKE ENERGY CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
On
As stated above, on
Prior to the First Closing,
The purchase price with respect to the First Closing is subject to adjustment
based on capital contributions made to DEI Holdco and its subsidiaries by
The issuance of membership interests under the Investment Agreement is subject
to the satisfaction of certain customary conditions described in the Investment
Agreement, including receipt of the approval of the
In addition, each of the parties has agreed to customary covenants, including,
among others, the following: (i)
The Investment Agreement contains representations and warranties by
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In connection with the First Closing, Investor, DEI Holdco and
The foregoing summaries of the Investment Agreement and the LLC Agreement and
the transactions contemplated thereby are subject to, and qualified in their
entirety by, the full terms of the Investment Agreement, which will be filed
with Duke Energy's and DEI's Quarterly Report on Form 10-Q for the period ended
Item 7.01 Regulation FD Disclosure.
On
On
The information in Exhibit 99.1 and Exhibit 99.2 is being furnished pursuant to this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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Forward Looking Statements
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management's beliefs and assumptions and can often be identified by terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook" or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but are not limited to:
• The 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 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 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;
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• Credit ratings of Duke Energy and DEI (the Duke Energy Registrants) may be
different from what is expected;
• Declines in the market prices of equity and fixed-income securities and
resultant cash funding requirements for defined benefit pension plans, other
post-retirement benefit plans and nuclear decommissioning trust funds;
• Construction and development risks associated with the completion of the Duke
Energy Registrants' capital investment projects, including risks related to
financing, obtaining and complying with terms of permits, meeting construction
budgets and schedules and satisfying operating and environmental performance
standards, as well as the ability to recover costs from customers in a timely
manner, or at all;
• Changes in rules for regional transmission organizations, including changes in
rate designs and new and evolving capacity markets, and risks related to
obligations created by the default of other participants;
• The ability to control operation and maintenance costs;
• The level of creditworthiness of counterparties to transactions;
• The ability to obtain adequate insurance at acceptable costs;
• Employee workforce factors, including the potential inability to attract and
retain key personnel;
• The ability of subsidiaries to pay dividends or distributions to Duke Energy
Corporation holding company (the Parent);
• The performance of projects undertaken by our nonregulated businesses and the
success of efforts to invest in and develop new opportunities;
• The effect of accounting pronouncements issued periodically by accounting
standard-setting bodies;
• The impact of U.S. 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.
Additional risks and uncertainties are identified and discussed in the Duke
Energy Registrants' reports filed with the
Adjusted Earnings per Share (EPS) Guidance
Duke Energy materials for the
Management believes the presentation of adjusted EPS provides useful information to investors, as it provides them with an additional relevant comparison of Duke Energy's performance across periods. Management uses this non-GAAP financial measure for planning and forecasting and for reporting financial results to the Duke Energy Board of Directors, employees, stockholders, analysts and investors. Adjusted EPS is also used as a basis for employee incentive bonuses.
The most directly comparable GAAP measure for adjusted EPS is reported basic EPS available to Duke Energy common stockholders. Due to the forward-looking nature of this non-GAAP financial measure for future periods, information to reconcile it to the most directly comparable GAAP financial measure is not available at this time, as management is unable to project all special items for future periods, such as legal settlements, the impact of regulatory orders or asset impairments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Investor Presentation, datedJanuary 28, 2021 (furnished pursuant to Item 7.01) 99.2 Press Release, datedJanuary 28, 2021 (furnished pursuant to Item 7.01) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). 5
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