duk-20240331

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________


Commission File Number	Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Zip Code and Telephone Number	IRS Employer Identification No.

1-32853	DUKE ENERGY CORPORATION	20-2777218

(a Delaware corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853


1-4928			DUKE ENERGY CAROLINAS, LLC						56-0205520

(a North Carolina limited liability company)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853


1-15929			PROGRESS ENERGY, INC.						56-2155481

(a North Carolina corporation)

411 Fayetteville Street

Raleigh, North Carolina 27601

800-488-3853


1-3382			DUKE ENERGY PROGRESS, LLC						56-0165465

(a North Carolina limited liability company)

411 Fayetteville Street

Raleigh, North Carolina 27601

800-488-3853


1-3274			DUKE ENERGY FLORIDA, LLC						59-0247770

(a Florida limited liability company)

299 First Avenue North

St. Petersburg, Florida 33701

800-488-3853


1-1232			DUKE ENERGY OHIO, INC.						31-0240030

(an Ohio corporation)

139 East Fourth Street

Cincinnati, Ohio 45202

800-488-3853


1-3543			DUKE ENERGY INDIANA, LLC						35-0594457

(an Indiana limited liability company)

1000 East Main Street

Plainfield, Indiana 46168

800-488-3853


1-6196			PIEDMONT NATURAL GAS COMPANY, INC.						56-0556998

(a North Carolina corporation)

525 South Tryon Street

Charlotte, North Carolina 28202

800-488-3853

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Name of each exchange on

Registrant Title of each class Trading symbols which registered

Duke Energy Common Stock, $0.001 par value DUK New York Stock Exchange LLC

Duke Energy 5.625% Junior Subordinated Debentures due DUKB New York Stock Exchange LLC

September 15, 2078

Duke Energy Depositary Shares, each representing a 1/1,000th DUK PR A New York Stock Exchange LLC

interest in a share of 5.75% Series A Cumulative

Redeemable Perpetual Preferred Stock, par value

$0.001 per share

Duke Energy 3.10% Senior Notes due 2028 DUK 28A New York Stock Exchange LLC

Duke Energy 3.85% Senior Notes due 2034 DUK 34 New York Stock Exchange LLC

Duke Energy 3.75% Senior Notes due 2031 DUK 31A New York Stock Exchange LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Duke Energy Corporation (Duke Energy)

Yes

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Duke Energy Florida, LLC (Duke Energy Florida)

Yes

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Duke Energy Carolinas, LLC (Duke Energy Carolinas)

Yes

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Duke Energy Ohio, Inc. (Duke Energy Ohio)

Yes

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Progress Energy, Inc. (Progress Energy)

Yes

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Duke Energy Indiana, LLC (Duke Energy Indiana)

Yes

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Duke Energy Progress, LLC (Duke Energy Progress)

Yes

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Piedmont Natural Gas Company, Inc. (Piedmont)

Yes

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Duke Energy

Yes

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Duke Energy Florida

Yes

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Duke Energy Carolinas

Yes

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Duke Energy Ohio

Yes

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Progress Energy

Yes

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Duke Energy Indiana

Yes

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Duke Energy Progress

Yes

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Piedmont

Yes

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Duke Energy

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

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Smaller reporting company

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Emerging growth company

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Duke Energy Carolinas

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Progress Energy

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Duke Energy Progress

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Duke Energy Florida

Large Accelerated Filer

☐

Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Duke Energy Ohio

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Duke Energy Indiana

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Piedmont

Large Accelerated Filer

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Accelerated filer

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Non-accelerated Filer

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Smaller reporting company

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Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Duke Energy

Yes

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Duke Energy Florida

Yes

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Duke Energy Carolinas

Yes

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Duke Energy Ohio

Yes

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Progress Energy

Yes

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Duke Energy Indiana

Yes

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Duke Energy Progress

Yes

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Piedmont

Yes

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Number of shares of common stock outstanding at April 30, 2024:


Registrant	Description	Shares
Duke Energy	Common stock, $0.001 par value	771,768,612
Duke Energy Carolinas	All of the registrant's limited liability company member interests are directly owned by Duke Energy.	N/A
Progress Energy	All of the registrant's common stock is directly owned by Duke Energy.	100
Duke Energy Progress	All of the registrant's limited liability company member interests are indirectly owned by Duke Energy.	N/A
Duke Energy Florida	All of the registrant's limited liability company member interests are indirectly owned by Duke Energy.	N/A
Duke Energy Ohio	All of the registrant's common stock is indirectly owned by Duke Energy.	89,663,086
Duke Energy Indiana	All of the registrant's limited liability company member interests are owned by a Duke Energy subsidiary that is 80.1% indirectly owned by Duke Energy.	N/A
Piedmont	All of the registrant's common stock is directly owned by Duke Energy.	100

This combined Form 10-Q is filed separately by eight registrants: Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont (collectively the Duke Energy Registrants). Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.

Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.

TABLE OF CONTENTS


	Cautionary Statement Regarding Forward-Looking Information

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements

	Duke Energy Corporation Financial Statements	9

	Duke Energy Carolinas, LLC Financial Statements	14

	Progress Energy, Inc. Financial Statements	18

	Duke Energy Progress, LLC Financial Statements	22

	Duke Energy Florida, LLC Financial Statements	26

	Duke Energy Ohio, Inc. Financial Statements	30

	Duke Energy Indiana, LLC Financial Statements	34

	Piedmont Natural Gas Company, Inc. Financial Statements	38

	Combined Notes to Condensed Consolidated Financial Statements
	Note 1 – Organization and Basis of Presentation	42
	Note 2 – Dispositions	44
	Note 3 – Business Segments	46
	Note 4 – Regulatory Matters	47
	Note 5 – Commitments and Contingencies	53

	Note 6 – Debt and Credit Facilities	55

	Note 7 – Goodwill	57
	Note 8 – Related Party Transactions	58
	Note 9 – Derivatives and Hedging	59
	Note 10 – Investments in Debt and Equity Securities	65
	Note 11 – Fair Value Measurements	69
	Note 12 – Variable Interest Entities	74
	Note 13 – Revenue	78
	Note 14 – Stockholders' Equity	81
	Note 15 – Employee Benefit Plans	82
	Note 16 – Income Taxes	83
	Note 17 – Subsequent Events	84

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	85

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	99

Item 4.	Controls and Procedures	99

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	101

Item 1A.	Risk Factors	101

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	103

Item 5.	Other Information	103

Item 6.	Exhibits	104

	Signatures	107


GLOSSARY OF TERMS

Glossary of Terms

The following terms or acronyms used in this Form 10-Q are defined below:


Term or Acronym			Definition

2021 Settlement			Settlement Agreement in 2021 among Duke Energy Florida, the Florida Office of Public Counsel, the Florida Industrial Power Users Group, White Springs Agricultural Chemicals, Inc. d/b/a PSC Phosphate and NUCOR Steel Florida, Inc.

AFUDC			Allowance for funds used during construction

ARM			Annual Review Mechanism



Bison			Bison Insurance Company Limited

Brookfield			Brookfield Renewable Partners L.P.

CCR			Coal Combustion Residuals

CCR Rule			A 2015 EPA rule establishing national regulations to provide a comprehensive set of requirements for the management and disposal of CCR from coal-fired power plants

CEP			Capital Expenditure Program

CPCN			Certificate of Public Convenience and Necessity

the Company			Duke Energy Corporation and its subsidiaries

Commercial Renewables Disposal Groups			Commercial Renewables business segment, excluding the offshore wind contract for Carolina Long Bay, separated into the utility-scale solar and wind group, the distributed generation group and the remaining assets

COVID-19			Coronavirus Disease 2019

CRC			Cinergy Receivables Company, LLC

Crystal River Unit 3			Crystal River Unit 3 Nuclear Plant

DEFR			Duke Energy Florida Receivables, LLC

DEPR			Duke Energy Progress Receivables, LLC

DERF			Duke Energy Receivables Finance Company, LLC

DOE			U.S. Department of Energy

Duke Energy			Duke Energy Corporation (collectively with its subsidiaries)

Duke Energy Ohio			Duke Energy Ohio, Inc.

Duke Energy Progress			Duke Energy Progress, LLC

Duke Energy Carolinas			Duke Energy Carolinas, LLC

Duke Energy Florida			Duke Energy Florida, LLC

Duke Energy Indiana			Duke Energy Indiana, LLC

Duke Energy Registrants			Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont

EDIT			Excess deferred income tax

EPA			United States Environmental Protection Agency

EPS			Earnings (Loss) Per Share

ERCOT			Electric Reliability Council of Texas

ETR			Effective tax rate

EU&I			Electric Utilities and Infrastructure

Exchange Act			Securities Exchange Act of 1934

FERC			Federal Energy Regulatory Commission

FPSC			Florida Public Service Commission

FTR			Financial transmission rights

GAAP			Generally accepted accounting principles in the U.S.

GAAP Reported Earnings			Net Income Available to Duke Energy Corporation Common Stockholders


GLOSSARY OF TERMS


GAAP Reported EPS			Basic Earnings Per Share Available to Duke Energy Corporation common stockholders

GHG			Greenhouse Gas

GIC			GIC Private Limited, Singapore's sovereign wealth fund and an experienced investor in U.S. infrastructure

GU&I			Gas Utilities and Infrastructure

GWh			Gigawatt-hours

HB 951			The Energy Solutions for North Carolina, or House Bill 951, passed in October 2021

IMR			Integrity Management Rider

IRA			Inflation Reduction Act

IRS			Internal Revenue Service

IURC			Indiana Utility Regulatory Commission

JDA			Joint Dispatch Agreement

KPSC			Kentucky Public Service Commission

LLC			Limited Liability Company





MW			Megawatt

MWh			Megawatt-hour

MYRP			Multiyear rate plan

NCUC			North Carolina Utilities Commission

NDTF			Nuclear decommissioning trust funds

NPNS			Normal purchase/normal sale

NYSE			The New York Stock Exchange

OPEB			Other Post-Retirement Benefit Obligations

the Parent			Duke Energy Corporation holding company

PBR			Performance-based regulation

Piedmont			Piedmont Natural Gas Company, Inc.

Progress Energy			Progress Energy, Inc.

PSCSC			Public Service Commission of South Carolina

PTC			Production Tax Credit

PUCO			Public Utilities Commission of Ohio

RTO			Regional Transmission Organization

Subsidiary Registrants			Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont

TPUC			Tennessee Public Utility Commission

U.S.			United States

VIE			Variable Interest Entity


FORWARD-LOOKING STATEMENTS

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 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 ability to implement our business strategy, including our carbon emission reduction goals;

◦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, asset retirement and construction costs related to carbon emissions reductions, 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;

◦The impact of extraordinary external events, such as the pandemic health event resulting from COVID-19, and their collateral consequences, including the disruption of global supply chains or the economic activity in our service territories;

◦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, reduced customer usage due to cost pressures from inflation or fuel costs, and the economic health of our service territories or variations in customer usage patterns, including energy efficiency efforts, natural gas building and appliance electrification, 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, natural gas electrification, and distributed generation technologies, such as private solar and battery storage, in Duke Energy service territories could result in a reduced number of customers, 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;

◦Changing investor, customer and other stakeholder expectations and demands including heightened emphasis on environmental, social and governance concerns and costs related thereto;

◦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 United States electric grid or generating resources;

◦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 or other attack, war, vandalism, cybersecurity threats, data security breaches, operational events, 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, an individual utility’s generation mix, and general market and economic conditions;

◦Credit ratings of 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;


FORWARD-LOOKING STATEMENTS

◦Construction and development risks associated with the completion of the Duke Energy Registrants’ capital investment projects, including risks related to financing, timing and receipt of necessary regulatory approvals, 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 businesses and the success of efforts to invest in and develop new opportunities;

◦The effect of accounting and reporting pronouncements issued periodically by accounting standard-setting bodies and the SEC;

◦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;

◦Asset or business acquisitions and dispositions may not yield the anticipated benefits; and

◦The actions of activist shareholders could disrupt our operations, impact our ability to execute on our business strategy, or cause fluctuations in the trading price of our common stock.

Additional risks and uncertainties are identified and discussed in the Duke Energy Registrants' reports filed with the SEC and available at the SEC's website at sec.gov. 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 described. Forward-looking statements speak only as of the date they are made and the Duke Energy Registrants expressly disclaim an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31,
(in millions, except per share amounts)		2024		2023
Operating Revenues
Regulated electric		$	6,732	$	6,324
Regulated natural gas		866		882
Nonregulated electric and other		73		70
Total operating revenues		7,671		7,276
Operating Expenses
Fuel used in electric generation and purchased power		2,335		2,377
Cost of natural gas		232		298
Operation, maintenance and other		1,379		1,310
Depreciation and amortization		1,387		1,227
Property and other taxes		386		389
Impairment of assets and other charges		1		8
Total operating expenses		5,720		5,609
Gains on Sales of Other Assets and Other, net		12		7
Operating Income		1,963		1,674
Other Income and Expenses
Equity in earnings of unconsolidated affiliates		17		20
Other income and expenses, net		169		151
Total other income and expenses		186		171
Interest Expense		817		720
Income From Continuing Operations Before Income Taxes		1,332		1,125
Income Tax Expense From Continuing Operations		178		155
Income From Continuing Operations		1,154		970
Loss From Discontinued Operations, net of tax		(3)		(209)
Net Income		1,151		761
Add: Net (Income) Loss Attributable to Noncontrolling Interests		(13)		43
Net Income Attributable to Duke Energy Corporation		1,138		804
Less: Preferred Dividends		39		39
Net Income Available to Duke Energy Corporation Common Stockholders		$	1,099	$	765

Earnings Per Share – Basic and Diluted
Income from continuing operations available to Duke Energy Corporation common stockholders
Basic and Diluted		$	1.44	$	1.20

Loss from discontinued operations attributable to Duke Energy Corporation common stockholders
Basic and Diluted		$	—	$	(0.19)

Net income available to Duke Energy Corporation common stockholders
Basic and Diluted		$	1.44	$	1.01

Weighted Average Shares Outstanding
Basic and Diluted		771		770

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Net Income		$	1,151	$	761
Other Comprehensive Income, net of tax(a)

Pension and OPEB adjustments		16		(1)
Net unrealized gains (losses) on cash flow hedges		91		(20)
Reclassification into earnings from cash flow hedges		2		—

Net unrealized gains (losses) on fair value hedges		8		(11)
Unrealized (losses) gains on available-for-sale securities		(2)		6

Other Comprehensive Income (Loss), net of tax		115		(26)
Comprehensive Income		1,266		735
Add: Comprehensive (Income) Loss Attributable to Noncontrolling Interests		(13)		43
Comprehensive Income Attributable to Duke Energy		1,253		778
Less: Preferred Dividends		39		39
Comprehensive Income Available to Duke Energy Corporation Common Stockholders		$	1,214	$	739

(a)Net of income tax expense of approximately $34 million and tax benefit of $8 million for the three months ended March 31, 2024, and 2023, respectively.

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	459	$	253

Receivables (net of allowance for doubtful accounts of $102 at 2024 and $55 at 2023)	1,646		1,112
Receivables of VIEs (net of allowance for doubtful accounts of $102 at 2024 and $150 at 2023)	2,253		3,019
Inventory (includes $470 at 2024 and $462 at 2023 related to VIEs)	4,281		4,292
Regulatory assets (includes $110 at 2024 and 2023 related to VIEs)	3,082		3,648
Assets held for sale	11		14
Other (includes $44 at 2024 and $90 at 2023 related to VIEs)	359		431
Total current assets	12,091		12,769
Property, Plant and Equipment
Cost	173,926		171,353
Accumulated depreciation and amortization	(57,035)		(56,038)

Net property, plant and equipment	116,891		115,315
Other Noncurrent Assets
Goodwill	19,303		19,303
Regulatory assets (includes $1,616 at 2024 and $1,642 at 2023 related to VIEs)	13,636		13,618
Nuclear decommissioning trust funds	10,775		10,143
Operating lease right-of-use assets, net	1,092		1,092
Investments in equity method unconsolidated affiliates	502		492
Assets held for sale	308		197
Other	4,072		3,964
Total other noncurrent assets	49,688		48,809
Total Assets	$	178,670	$	176,893
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (includes $188 at 2024 and 2023 related to VIEs)	$	3,364	$	4,228
Notes payable and commercial paper	4,155		4,288
Taxes accrued	708		816
Interest accrued	798		745
Current maturities of long-term debt (includes $929 at 2024 and $428 at 2023 related to VIEs)	2,274		2,800
Asset retirement obligations	603		596
Regulatory liabilities	1,309		1,369
Liabilities associated with assets held for sale	251		122
Other	2,084		2,319
Total current liabilities	15,546		17,283
Long-Term Debt (includes $2,134 at 2024 and $3,000 at 2023 related to VIEs)	74,979		72,452
Other Noncurrent Liabilities
Deferred income taxes	10,721		10,556
Asset retirement obligations	8,487		8,560
Regulatory liabilities	14,571		14,039
Operating lease liabilities	915		917
Accrued pension and other post-retirement benefit costs	473		485
Investment tax credits	862		864
Liabilities associated with assets held for sale	126		157
Other (includes $42 at 2024 and $35 at 2023 related to VIEs)	1,352		1,393
Total other noncurrent liabilities	37,507		36,971
Commitments and Contingencies
Equity
Preferred stock, Series A, $0.001 par value, 40 million depositary shares authorized and outstanding at 2024 and 2023	973		973
Preferred stock, Series B, $0.001 par value, 1 million shares authorized and outstanding at 2024 and 2023	989		989
Common stock, $0.001 par value, 2 billion shares authorized; 772 million and 771 million shares outstanding at 2024 and 2023	1		1
Additional paid-in capital	44,937		44,920
Retained earnings	2,542		2,235
Accumulated other comprehensive income (loss)	109		(6)
Total Duke Energy Corporation stockholders' equity	49,551		49,112
Noncontrolling interests	1,087		1,075
Total equity	50,638		50,187
Total Liabilities and Equity	$	178,670	$	176,893

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,151	$	761
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion (including amortization of nuclear fuel)	1,534		1,344
Equity component of AFUDC	(55)		(46)
(Gains) Losses on sales of Commercial Renewables Disposal Groups	(10)		220
Gains on sales of other assets	(12)		(7)
Impairment of assets and other charges	1		8
Deferred income taxes	149		90
Equity in earnings of unconsolidated affiliates	(17)		(20)


Payments for asset retirement obligations	(115)		(117)
Provision for rate refunds	(4)		(33)
(Increase) decrease in
Net realized and unrealized mark-to-market and hedging transactions	(33)		5
Receivables	226		754

Inventory	11		(275)
Other current assets	329		262
Increase (decrease) in
Accounts payable	(553)		(1,193)

Taxes accrued	(110)		(148)
Other current liabilities	(208)		(266)
Other assets	41		(13)
Other liabilities	149		157
Net cash provided by operating activities	2,474		1,483
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(3,208)		(3,146)
Contributions to equity method investments	(7)		(6)


Purchases of debt and equity securities	(946)		(866)
Proceeds from sales and maturities of debt and equity securities	985		882

Net proceeds from the sales of other assets	—		76


Other	(166)		(149)
Net cash used in investing activities	(3,342)		(3,209)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the:
Issuance of long-term debt	3,481		4,085

Issuance of common stock	4		—

Payments for the redemption of long-term debt	(1,392)		(1,380)
Proceeds from the issuance of short-term debt with original maturities greater than 90 days	294		2
Payments for the redemption of short-term debt with original maturities greater than 90 days	(535)		(50)
Notes payable and commercial paper	50		(217)

Contributions from noncontrolling interests	—		206
Dividends paid	(806)		(815)

Other	(67)		(84)
Net cash provided by financing activities	1,029		1,747

Net increase in cash, cash equivalents and restricted cash	161		21
Cash, cash equivalents and restricted cash at beginning of period	357		603
Cash, cash equivalents and restricted cash at end of period	$	518	$	624
Supplemental Disclosures:






Significant non-cash transactions:
Accrued capital expenditures	$	1,615	$	1,366

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CORPORATION

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


	Three Months Ended March 31, 2023 and 2024
										Accumulated Other Comprehensive
										(Loss) Income
										Net		Net Unrealized				Total
										Gains		Gains (Losses)				Duke Energy
			Common			Additional				(Losses)		on Available-		Pension and		Corporation		Non-
	Preferred		Stock	Common		Paid-in		Retained		on		for-Sale-		OPEB		Stockholders'		controlling		Total
(in millions)	Stock		Shares	Stock		Capital		Earnings		Hedges(b)		Securities		Adjustments		Equity		Interests		Equity
Balance at December 31, 2022	$	1,962	770	$	1	$	44,862	$	2,637	$	(29)	$	(23)	$	(88)	$	49,322	$	2,531	$	51,853
Net income (loss)	—		—	—		—		765		—		—		—		765		(43)		722
Other comprehensive income (loss)	—		—	—		—		—		(31)		6		(1)		(26)		—		(26)


Common stock issuances, including dividend reinvestment and employee benefits	—		1	—		(10)		—		—		—		—		(10)		—		(10)

Common stock dividends	—		—	—		—		(776)		—		—		—		(776)		—		(776)

Sale of noncontrolling interest	—		—	—		(13)		—		—		—		—		(13)		10		(3)
Contributions from noncontrolling interests, net of transaction costs(a)	—		—	—		—		—		—		—		—		—		206		206
Distributions to noncontrolling interest in subsidiaries	—		—	—		—		—		—		—		—		—		(13)		(13)
Other	—		—	—		(2)		—		—		—		—		(2)		—		(2)
Balance at March 31, 2023	$	1,962	771	$	1	$	44,837	$	2,626	$	(60)	$	(17)	$	(89)	$	49,260	$	2,691	$	51,951

Balance at December 31, 2023	$	1,962	771	$	1	$	44,920	$	2,235	$	98	$	(15)	$	(89)	$	49,112	$	1,075	$	50,187
Net income	—		—	—		—		1,099		—		—		—		1,099		13		1,112
Other comprehensive income (loss)	—		—	—		—		—		101		(2)		16		115		—		115


Common stock issuances, including dividend reinvestment and employee benefits	—		1	—		16		—		—		—		—		16		—		16

Common stock dividends	—		—	—		—		(792)		—		—		—		(792)		—		(792)



Other	—		—	—		1				—		—		—		1		(1)		—
Balance at March 31, 2024	$	1,962	772	$	1	$	44,937	$	2,542	$	199	$	(17)	$	(73)	$	49,551	$	1,087	$	50,638

(a)Relates primarily to tax equity financing activity in the Commercial Renewables Disposal Groups.

(b)See Duke Energy Condensed Consolidated Statements of Comprehensive Income for detailed activity related to Cash Flow and Fair Value hedges.

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CAROLINAS, LLC

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues		$	2,407	$	1,934
Operating Expenses
Fuel used in electric generation and purchased power		860		623
Operation, maintenance and other		451		440
Depreciation and amortization		397		366
Property and other taxes		94		95
Impairment of assets and other charges		1		2
Total operating expenses		1,803		1,526
Gains on Sales of Other Assets and Other, net		1		—
Operating Income		605		408
Other Income and Expenses, net		61		59
Interest Expense		180		160
Income Before Income Taxes		486		307
Income Tax Expense		56		35
Net Income and Comprehensive Income		$	430	$	272

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CAROLINAS, LLC

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	5	$	9
Receivables (net of allowance for doubtful accounts of $13 at 2024 and $11 at 2023)	245		265
Receivables of VIEs (net of allowance for doubtful accounts of $49 at 2024 and $45 at 2023)	997		991
Receivables from affiliated companies	173		203

Inventory	1,478		1,484
Regulatory assets (includes $12 at 2024 and 2023 related to VIEs)	1,347		1,564
Other (includes $5 at 2024 and $9 at 2023 related to VIEs)	62		31
Total current assets	4,307		4,547
Property, Plant and Equipment
Cost	57,477		56,670
Accumulated depreciation and amortization	(20,210)		(19,896)

Net property, plant and equipment	37,267		36,774
Other Noncurrent Assets
Regulatory assets (includes $193 at 2024 and $196 at 2023 related to VIEs)	3,850		3,916
Nuclear decommissioning trust funds	6,077		5,686
Operating lease right-of-use assets, net	75		78
Other	1,116		1,109
Total other noncurrent assets	11,118		10,789
Total Assets	$	52,692	$	52,110
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	925	$	1,183
Accounts payable to affiliated companies	230		195
Notes payable to affiliated companies	55		668
Taxes accrued	148		281
Interest accrued	161		179
Current maturities of long-term debt (includes $511 at 2024 and $10 at 2023 related to VIEs)	520		19
Asset retirement obligations	236		224
Regulatory liabilities	574		587
Other	617		702
Total current liabilities	3,466		4,038
Long-Term Debt (includes $203 at 2024 and $708 at 2023 related to VIEs)	16,199		15,693
Long-Term Debt Payable to Affiliated Companies	300		300
Other Noncurrent Liabilities
Deferred income taxes	4,329		4,379
Asset retirement obligations	3,779		3,789
Regulatory liabilities	6,302		5,990
Operating lease liabilities	72		75
Accrued pension and other post-retirement benefit costs	54		57
Investment tax credits	300		301
Other (includes $19 at 2024 and $17 at 2023 related to VIEs)	554		581
Total other noncurrent liabilities	15,390		15,172
Commitments and Contingencies
Equity
Member's equity	17,343		16,913
Accumulated other comprehensive loss	(6)		(6)
Total equity	17,337		16,907
Total Liabilities and Equity	$	52,692	$	52,110

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CAROLINAS, LLC

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	430	$	272
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of nuclear fuel)	463		426
Equity component of AFUDC	(28)		(24)

Impairment of assets and other charges	1		2
Deferred income taxes	14		32



Payments for asset retirement obligations	(36)		(39)
Provision for rate refunds	(4)		(19)
(Increase) decrease in

Receivables	14		199
Receivables from affiliated companies	30		209
Inventory	7		(139)
Other current assets	(23)		(293)
Increase (decrease) in
Accounts payable	(203)		(594)
Accounts payable to affiliated companies	35		27
Taxes accrued	(133)		(119)
Other current liabilities	(134)		(78)
Other assets	191		206
Other liabilities	(19)		76
Net cash provided by operating activities	605		144
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(952)		(866)


Purchases of debt and equity securities	(535)		(556)
Proceeds from sales and maturities of debt and equity securities	535		556


Other	(51)		(59)
Net cash used in investing activities	(1,003)		(925)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	1,011		1,845
Payments for the redemption of long-term debt	(7)		(1,007)
Notes payable to affiliated companies	(612)		(79)

Other	(1)		(1)
Net cash provided by financing activities	391		758
Net decrease in cash, cash equivalents and restricted cash	(7)		(23)
Cash, cash equivalents and restricted cash at beginning of period	19		53
Cash, cash equivalents and restricted cash at end of period	$	12	$	30
Supplemental Disclosures:
Significant non-cash transactions:
Accrued capital expenditures	$	550	$	449

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY CAROLINAS, LLC

Condensed Consolidated Statements of Changes in Equity

(Unaudited)






















	Three Months Ended March 31, 2023 and 2024
			Accumulated Other
			Comprehensive
			Loss
	Member's		Net Losses on		Total
(in millions)	Equity		Cash Flow Hedges		Equity
Balance at December 31, 2022	$	15,448	$	(6)	$	15,442
Net income	272		—		272



Balance at March 31, 2023	$	15,720	$	(6)	$	15,714

Balance at December 31, 2023	$	16,913	$	(6)	$	16,907
Net income	430		—		430



Balance at March 31, 2024	$	17,343	$	(6)	$	17,337

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PROGRESS ENERGY, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues		$	3,228	$	3,048
Operating Expenses
Fuel used in electric generation and purchased power		1,143		1,191
Operation, maintenance and other		628		568
Depreciation and amortization		587		504
Property and other taxes		158		168
Impairment of assets and other charges		—		5
Total operating expenses		2,516		2,436
Gains on Sales of Other Assets and Other, net		7		6
Operating Income		719		618
Other Income and Expenses, net		62		59
Interest Expense		260		246
Income Before Income Taxes		521		431
Income Tax Expense		86		72






Net Income		$	435	$	359
Other Comprehensive Income, net of tax




Unrealized gains on available-for-sale securities		—		2

Other Comprehensive Income, net of tax		—		2
Comprehensive Income		$	435	$	361

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PROGRESS ENERGY, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	49	$	59
Receivables (net of allowance for doubtful accounts of $20 at 2024 and $18 at 2023)	224		225
Receivables of VIEs (net of allowance for doubtful accounts of $53 at 2024 and $56 at 2023)	1,256		1,365
Receivables from affiliated companies	3		90

Inventory (includes $470 at 2024 and $462 at 2023 related to VIEs)	1,987		1,901
Regulatory assets (includes $98 at 2024 and 2023 related to VIEs)	1,359		1,661
Other (includes $29 at 2024 and $68 at 2023 related to VIEs)	122		134
Total current assets	5,000		5,435
Property, Plant and Equipment
Cost	68,755		67,644
Accumulated depreciation and amortization	(22,729)		(22,300)

Net property, plant and equipment	46,026		45,344
Other Noncurrent Assets
Goodwill	3,655		3,655
Regulatory assets (includes $1,423 at 2024 and $1,446 at 2023 related to VIEs)	6,526		6,430
Nuclear decommissioning trust funds	4,697		4,457
Operating lease right-of-use assets, net	597		617
Other	1,221		1,156
Total other noncurrent assets	16,696		16,315
Total Assets	$	67,722	$	67,094
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (includes $179 at 2024 and $188 at 2023 related to VIEs)	$	1,174	$	1,374
Accounts payable to affiliated companies	548		464
Notes payable to affiliated companies	820		1,043
Taxes accrued	201		259
Interest accrued	246		224
Current maturities of long-term debt (includes $418 at 2024 and 2023 related to VIEs)	659		661
Asset retirement obligations	229		245
Regulatory liabilities	394		418
Other	788		860
Total current liabilities	5,059		5,548
Long-Term Debt (includes $1,862 at 2024 and $1,910 at 2023 related to VIEs)	23,389		22,948
Long-Term Debt Payable to Affiliated Companies	150		150
Other Noncurrent Liabilities
Deferred income taxes	5,214		5,197
Asset retirement obligations	3,870		3,900
Regulatory liabilities	5,344		5,083
Operating lease liabilities	530		544
Accrued pension and other post-retirement benefit costs	263		266
Investment tax credits	370		371
Other (includes $22 at 2024 and $19 at 2023 related to VIEs)	238		227
Total other noncurrent liabilities	15,829		15,588
Commitments and Contingencies
Equity
Common Stock, $0.01 par value, 100 shares authorized and outstanding at 2024 and 2023	—		—
Additional paid-in capital	11,830		11,830
Retained earnings	11,475		11,040
Accumulated other comprehensive loss	(10)		(10)


Total equity	23,295		22,860
Total Liabilities and Equity	$	67,722	$	67,094

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PROGRESS ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	435	$	359
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion (including amortization of nuclear fuel)	669		554
Equity component of AFUDC	(18)		(16)

Impairment of assets and other charges	—		5
Deferred income taxes	(5)		51



Payments for asset retirement obligations	(68)		(58)
Provision for rate refunds	—		(14)
(Increase) decrease in

Receivables	103		188
Receivables from affiliated companies	87		(2)
Inventory	(86)		(133)
Other current assets	232		319
Increase (decrease) in
Accounts payable	(79)		(214)
Accounts payable to affiliated companies	84		(302)
Taxes accrued	(57)		36
Other current liabilities	(36)		(107)
Other assets	(134)		(212)
Other liabilities	27		4
Net cash provided by operating activities	1,154		458
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(1,373)		(1,275)


Purchases of debt and equity securities	(381)		(279)
Proceeds from sales and maturities of debt and equity securities	424		304
Notes receivable from affiliated companies	—		(118)
Other	(74)		(71)
Net cash used in investing activities	(1,404)		(1,439)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	498		996
Payments for the redemption of long-term debt	(73)		(66)
Notes payable to affiliated companies	(223)		2




Other	(1)		(1)
Net cash provided by financing activities	201		931
Net decrease in cash, cash equivalents and restricted cash	(49)		(50)
Cash, cash equivalents and restricted cash at beginning of period	135		184
Cash, cash equivalents and restricted cash at end of period	$	86	$	134
Supplemental Disclosures:






Significant non-cash transactions:
Accrued capital expenditures	$	680	$	516

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PROGRESS ENERGY, INC.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)


























	Three Months Ended March 31, 2023 and 2024
					Accumulated Other Comprehensive Loss
					Net Gains		Net Unrealized				Total Progress
	Additional				(Losses) on		Gains (Losses) on		Pension and		Energy, Inc.
	Paid-in		Retained		Cash Flow		Available-for-		OPEB		Stockholders'		Total
	Capital		Earnings		Hedges		Sale Securities		Adjustments		Equity		Equity
Balance at December 31, 2022	$	11,832	$	9,585	$	(1)	$	(8)	$	(2)	$	21,406	$	21,406
Net income	—		359		—		—		—		359		359
Other comprehensive income	—		—		—		2		—		2		2





Other	(2)		—		—		—		—		(2)		(2)
Balance at March 31, 2023	$	11,830	$	9,944	$	(1)	$	(6)	$	(2)	$	21,765	$	21,765

Balance at December 31, 2023	$	11,830	$	11,040	$	(1)	$	(5)	$	(4)	$	22,860	$	22,860
Net income	—		435		—		—		—		435		435





Balance at March 31, 2024	$	11,830	$	11,475	$	(1)	$	(5)	$	(4)	$	23,295	$	23,295

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY PROGRESS, LLC

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues		$	1,788	$	1,533
Operating Expenses
Fuel used in electric generation and purchased power		620		545
Operation, maintenance and other		375		350
Depreciation and amortization		339		315
Property and other taxes		51		48
Impairment of assets and other charges		—		4
Total operating expenses		1,385		1,262
Gains on Sales of Other Assets and Other, net		1		—
Operating Income		404		271
Other Income and Expenses, net		36		29
Interest Expense		120		102
Income Before Income Taxes		320		198
Income Tax Expense		48		29
Net Income and Comprehensive Income		$	272	$	169

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY PROGRESS, LLC

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	27	$	18
Receivables (net of allowance for doubtful accounts of $9 at 2024 and $8 at 2023)	132		139
Receivables of VIEs (net of allowance for doubtful accounts of $38 at 2024 and $36 at 2023)	789		833
Receivables from affiliated companies	3		16

Inventory	1,294		1,227
Regulatory assets (includes $39 at 2024 and 2023 related to VIEs)	834		942
Other (includes $18 at 2024 and $31 at 2023 related to VIEs)	58		72
Total current assets	3,137		3,247
Property, Plant and Equipment
Cost	39,865		39,283
Accumulated depreciation and amortization	(15,503)		(15,227)

Net property, plant and equipment	24,362		24,056
Other Noncurrent Assets
Regulatory assets (includes $633 at 2024 and $643 at 2023 related to VIEs)	4,631		4,546
Nuclear decommissioning trust funds	4,345		4,075
Operating lease right-of-use assets, net	304		318
Other	715		682
Total other noncurrent assets	9,995		9,621
Total Assets	$	37,494	$	36,924
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	557	$	634
Accounts payable to affiliated companies	294		332
Notes payable to affiliated companies	754		891
Taxes accrued	129		176
Interest accrued	89		114
Current maturities of long-term debt (includes $34 at 2024 and 2023 related to VIEs)	73		72
Asset retirement obligations	228		244
Regulatory liabilities	300		300
Other	429		481
Total current liabilities	2,853		3,244
Long-Term Debt (includes $1,062 at 2024 and $1,079 at 2023 related to VIEs)	11,955		11,492
Long-Term Debt Payable to Affiliated Companies	150		150
Other Noncurrent Liabilities
Deferred income taxes	2,555		2,560
Asset retirement obligations	3,619		3,626
Regulatory liabilities	4,635		4,375
Operating lease liabilities	283		293
Accrued pension and other post-retirement benefit costs	144		146
Investment tax credits	128		129
Other (includes $13 at 2024 and $12 at 2023 related to VIEs)	93		102
Total other noncurrent liabilities	11,457		11,231
Commitments and Contingencies
Equity
Member's Equity	11,079		10,807


Total Liabilities and Equity	$	37,494	$	36,924

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY PROGRESS, LLC

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	272	$	169
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amortization of nuclear fuel)	385		360
Equity component of AFUDC	(13)		(13)

Impairment of assets and other charges	—		4
Deferred income taxes	(21)		27



Payments for asset retirement obligations	(46)		(46)
Provision for rate refunds	—		(14)
(Increase) decrease in

Receivables	50		144
Receivables from affiliated companies	13		(1)
Inventory	(67)		(76)
Other current assets	97		(61)
Increase (decrease) in
Accounts payable	(31)		(3)
Accounts payable to affiliated companies	(38)		(256)
Taxes accrued	(47)		(21)
Other current liabilities	(49)		(86)
Other assets	(105)		(16)
Other liabilities	(11)		21
Net cash provided by operating activities	389		132
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(704)		(666)


Purchases of debt and equity securities	(351)		(239)
Proceeds from sales and maturities of debt and equity securities	351		236
Notes receivable from affiliated companies	—		(160)
Other	(12)		(33)
Net cash used in investing activities	(716)		(862)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	495		991

Payments for the redemption of long-term debt	(33)		(32)
Notes payable to affiliated companies	(137)		(239)


Other	—		(1)
Net cash provided by financing activities	325		719
Net decrease in cash, cash equivalents and restricted cash	(2)		(11)
Cash, cash equivalents and restricted cash at beginning of period	51		79
Cash, cash equivalents and restricted cash at end of period	$	49	$	68
Supplemental Disclosures:
Significant non-cash transactions:
Accrued capital expenditures	$	259	$	176

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY PROGRESS, LLC

Condensed Consolidated Statements of Changes in Equity

(Unaudited)




















	Three Months Ended
	March 31, 2023 and 2024

(in millions)	Member's Equity
Balance at December 31, 2022	$	10,309
Net income	169



Balance at March 31, 2023	$	10,478

Balance at December 31, 2023	$	10,807
Net income	272




Balance at March 31, 2024	$	11,079

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY FLORIDA, LLC

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues		$	1,436	$	1,510
Operating Expenses
Fuel used in electric generation and purchased power		523		646
Operation, maintenance and other		251		213
Depreciation and amortization		248		190
Property and other taxes		106		120
Impairment of assets and other charges		—		1
Total operating expenses		1,128		1,170
Gains on Sales of Other Assets and Other, net		1		1
Operating Income		309		341
Other Income and Expenses, net		24		30
Interest Expense		111		115
Income Before Income Taxes		222		256
Income Tax Expense		43		51
Net Income		$	179	$	205




Other Comprehensive Income, net of tax

Unrealized gains on available-for-sale securities		—		2





Comprehensive Income		$	179	$	207

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY FLORIDA, LLC

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	4	$	24
Receivables (net of allowance for doubtful accounts of $12 at 2024 and $11 at 2023)	90		83
Receivables of VIEs (net of allowance for doubtful accounts of $15 at 2024 and $20 at 2023)	467		532
Receivables from affiliated companies	2		238

Inventory (includes $470 at 2024 and $462 at 2023 related to VIEs)	693		674
Regulatory assets (includes $59 at 2024 and 2023 related to VIEs)	525		720
Other (includes $11 at 2024 and $37 at 2023 related to VIEs)	57		51
Total current assets	1,838		2,322
Property, Plant and Equipment
Cost	28,882		28,353
Accumulated depreciation and amortization	(7,219)		(7,067)
Net property, plant and equipment	21,663		21,286
Other Noncurrent Assets
Regulatory assets (includes $790 at 2024 and $803 at 2023 related to VIEs)	1,895		1,883
Nuclear decommissioning trust funds	352		382
Operating lease right-of-use assets, net	294		299
Other	456		429
Total other noncurrent assets	2,997		2,993
Total Assets	$	26,498	$	26,601
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable (includes $179 at 2024 and $188 at 2023 related to VIEs)	$	616	$	738
Accounts payable to affiliated companies	121		135
Notes payable to affiliated companies	66		152
Taxes accrued	134		185
Interest accrued	128		86
Current maturities of long-term debt (includes $384 at 2024 and 2023 related to VIEs)	586		589
Asset retirement obligations	1		1
Regulatory liabilities	93		118
Other	332		350
Total current liabilities	2,077		2,354
Long-Term Debt (includes $800 at 2024 and $831 at 2023 related to VIEs)	9,791		9,812
Other Noncurrent Liabilities
Deferred income taxes	2,750		2,733
Asset retirement obligations	252		274
Regulatory liabilities	709		708
Operating lease liabilities	247		251
Accrued pension and other post-retirement benefit costs	97		98
Investment tax credits	242		242
Other (includes $10 at 2024 and $6 at 2023 related to VIEs)	111		86
Total other noncurrent liabilities	4,408		4,392
Commitments and Contingencies
Equity
Member's equity	10,227		10,048
Accumulated other comprehensive loss	(5)		(5)
Total equity	10,222		10,043
Total Liabilities and Equity	$	26,498	$	26,601

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY FLORIDA, LLC

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	179	$	205
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	284		194
Equity component of AFUDC	(5)		(3)

Impairment of assets and other charges	—		1
Deferred income taxes	10		21



Payments for asset retirement obligations	(22)		(12)

(Increase) decrease in

Receivables	53		42
Receivables from affiliated companies	236		(1)
Inventory	(19)		(57)
Other current assets	132		363
Increase (decrease) in
Accounts payable	(48)		(211)
Accounts payable to affiliated companies	(14)		(67)
Taxes accrued	(51)		79
Other current liabilities	11		(27)
Other assets	(16)		(193)
Other liabilities	34		(8)
Net cash provided by operating activities	764		326
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(669)		(609)


Purchases of debt and equity securities	(30)		(40)
Proceeds from sales and maturities of debt and equity securities	73		68

Other	(62)		(38)
Net cash used in investing activities	(688)		(619)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	3		5
Payments for the redemption of long-term debt	(39)		(34)
Notes payable to affiliated companies	(86)		281

Other	(1)		(1)
Net cash (used in) provided by financing activities	(123)		251
Net decrease in cash, cash equivalents and restricted cash	(47)		(42)
Cash, cash equivalents and restricted cash at beginning of period	67		86
Cash, cash equivalents and restricted cash at end of period	$	20	$	44
Supplemental Disclosures:
Significant non-cash transactions:
Accrued capital expenditures	$	421	$	340

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY FLORIDA, LLC

Condensed Consolidated Statements of Changes in Equity

(Unaudited)



























	Three Months Ended March 31, 2023 and 2024
			Accumulated
			Other
			Comprehensive
			Loss
			Net Unrealized
			Gains (Losses) on
	Member's		Available-for-Sale		Total
(in millions)	Equity		Securities		Equity
Balance at December 31, 2022	$	9,031	$	(8)	$	9,023
Net income	205		—		205
Other comprehensive income	—		2		2




Other	1		—		1
Balance at March 31, 2023	$	9,237	$	(6)	$	9,231

Balance at December 31, 2023	$	10,048	$	(5)	$	10,043
Net income	179		—		179





Balance at March 31, 2024	$	10,227	$	(5)	$	10,222

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY OHIO, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues
Regulated electric		$	458	$	474
Regulated natural gas		220		235

Total operating revenues		678		709
Operating Expenses
Fuel used in electric generation and purchased power		138		176

Cost of natural gas		61		92
Operation, maintenance and other		126		123
Depreciation and amortization		99		90
Property and other taxes		102		80

Total operating expenses		526		561

Operating Income		152		148
Other Income and Expenses, net		6		8
Interest Expense		45		36
Income Before Income Taxes		113		120
Income Tax Expense		19		20


Net Income and Comprehensive Income		$	94	$	100

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY OHIO, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	5	$	24
Receivables (net of allowance for doubtful accounts of $41 at 2024 and $9 at 2023)	437		112
Receivables from affiliated companies	3		239

Inventory	185		179

Regulatory assets	75		73
Other	17		134
Total current assets	722		761
Property, Plant and Equipment
Cost	13,378		13,210
Accumulated depreciation and amortization	(3,507)		(3,451)

Net property, plant and equipment	9,871		9,759
Other Noncurrent Assets
Goodwill	920		920
Regulatory assets	678		676

Operating lease right-of-use assets, net	16		16

Other	98		84
Total other noncurrent assets	1,712		1,696
Total Assets	$	12,305	$	12,216
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	288	$	338
Accounts payable to affiliated companies	69		71
Notes payable to affiliated companies	306		613
Taxes accrued	249		316
Interest accrued	51		35


Asset retirement obligations	7		6
Regulatory liabilities	40		56
Other	64		65
Total current liabilities	1,074		1,500
Long-Term Debt	3,914		3,493
Long-Term Debt Payable to Affiliated Companies	25		25
Other Noncurrent Liabilities
Deferred income taxes	1,282		1,272
Asset retirement obligations	134		130
Regulatory liabilities	481		497
Operating lease liabilities	16		16
Accrued pension and other post-retirement benefit costs	98		97

Other	87		86
Total other noncurrent liabilities	2,098		2,098
Commitments and Contingencies
Equity
Common Stock, $8.50 par value, 120 million shares authorized; 90 million shares outstanding at 2024 and 2023	762		762
Additional paid-in capital	3,100		3,100
Retained earnings	1,332		1,238

Total equity	5,194		5,100
Total Liabilities and Equity	$	12,305	$	12,216

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY OHIO, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	94	$	100
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	100		91



Deferred income taxes	2		(3)



Payments for asset retirement obligations	(1)		(1)

(Increase) decrease in

Receivables	12		—
Receivables from affiliated companies	65		17
Inventory	(5)		(11)
Other current assets	100		94
Increase (decrease) in
Accounts payable	(20)		(60)
Accounts payable to affiliated companies	(2)		(7)
Taxes accrued	(67)		(90)
Other current liabilities	(7)		(42)
Other assets	7		1
Other liabilities	(17)		(1)
Net cash provided by operating activities	261		88
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(217)		(232)




Net proceeds from the sales of other assets	—		75
Notes receivable from affiliated companies	(166)		(224)
Other	(10)		(16)
Net cash used in investing activities	(393)		(397)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	424		749

Notes payable to affiliated companies	(307)		(425)

Other	(4)		(5)
Net cash provided by financing activities	113		319
Net (decrease) increase in cash and cash equivalents	(19)		10
Cash and cash equivalents at beginning of period	24		16
Cash and cash equivalents at end of period	$	5	$	26
Supplemental Disclosures:
Significant non-cash transactions:
Accrued capital expenditures	$	84	$	87

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY OHIO, INC.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)




















	Three Months Ended March 31, 2023 and 2024
			Additional
	Common		Paid-in		Retained		Total
(in millions)	Stock		Capital		Earnings		Equity
Balance at December 31, 2022	$	762	$	3,100	$	904	$	4,766
Net income	—		—		100		100



Balance at March 31, 2023	$	762	$	3,100	$	1,004	$	4,866

Balance at December 31, 2023	$	762	$	3,100	$	1,238	$	5,100
Net income	—		—		94		94



Balance at March 31, 2024	$	762	$	3,100	$	1,332	$	5,194

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY INDIANA, LLC

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023
Operating Revenues		$	759	$	975
Operating Expenses
Fuel used in electric generation and purchased power		271		449
Operation, maintenance and other		180		184
Depreciation and amortization		169		158
Property and other taxes		14		18

Total operating expenses		634		809

Operating Income		125		166
Other Income and Expenses, net		13		14
Interest Expense		57		52
Income Before Income Taxes		81		128
Income Tax Expense		14		22
Net Income		$	67	$	106
Other Comprehensive Loss, net of tax
Pension and OPEB adjustments		(1)		—
Comprehensive Income		$	66	$	106

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY INDIANA, LLC

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	5	$	8
Receivables (net of allowance for doubtful accounts of $16 at 2024 and $5 at 2023)	429		156
Receivables from affiliated companies	12		197

Inventory	534		582
Regulatory assets	101		102
Other	59		98
Total current assets	1,140		1,143
Property, Plant and Equipment
Cost	19,097		18,900
Accumulated depreciation and amortization	(6,598)		(6,501)

Net property, plant and equipment	12,499		12,399
Other Noncurrent Assets
Regulatory assets	900		894

Operating lease right-of-use assets, net	48		50
Other	353		325
Total other noncurrent assets	1,301		1,269
Total Assets	$	14,940	$	14,811
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	234	$	300
Accounts payable to affiliated companies	78		176
Notes payable to affiliated companies	136		256
Taxes accrued	75		66
Interest accrued	73		54
Current maturities of long-term debt	4		4
Asset retirement obligations	131		120
Regulatory liabilities	213		209
Other	179		184
Total current liabilities	1,123		1,369
Long-Term Debt	4,646		4,348
Long-Term Debt Payable to Affiliated Companies	150		150
Other Noncurrent Liabilities
Deferred income taxes	1,476		1,436
Asset retirement obligations	672		689
Regulatory liabilities	1,450		1,459
Operating lease liabilities	45		46
Accrued pension and other post-retirement benefit costs	101		115
Investment tax credits	186		186
Other	13		—
Total other noncurrent liabilities	3,943		3,931
Commitments and Contingencies
Equity
Member's equity	5,078		5,012
Accumulated other comprehensive income	—		1
Total equity	5,078		5,013
Total Liabilities and Equity	$	14,940	$	14,811

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY INDIANA, LLC

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	67	$	106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion	170		158
Equity component of AFUDC	(2)		(1)


Deferred income taxes	24		2



Payments for asset retirement obligations	(12)		(19)

(Increase) decrease in

Receivables	35		20
Receivables from affiliated companies	(6)		(26)
Inventory	48		(71)
Other current assets	30		174
Increase (decrease) in
Accounts payable	(39)		(107)
Accounts payable to affiliated companies	(57)		(33)
Taxes accrued	9		14
Other current liabilities	32		112
Other assets	(13)		(12)
Other liabilities	(7)		35
Net cash provided by operating activities	279		352
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(275)		(226)


Purchases of debt and equity securities	(5)		(23)
Proceeds from sales and maturities of debt and equity securities	4		16
Notes receivable from affiliated companies	(117)		96
Other	(24)		(10)
Net cash used in investing activities	(417)		(147)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of long-term debt	298		495
Payments for the redemption of long-term debt	—		(300)
Notes payable to affiliated companies	(120)		(231)
Distributions to parent	(42)		(188)
Other	(1)		(1)
Net cash provided by (used in) financing activities	135		(225)
Net decrease in cash and cash equivalents	(3)		(20)
Cash and cash equivalents at beginning of period	8		31
Cash and cash equivalents at end of period	$	5	$	11
Supplemental Disclosures:
Significant non-cash transactions:
Accrued capital expenditures	$	88	$	85

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

DUKE ENERGY INDIANA, LLC

Condensed Consolidated Statements of Changes in Equity

(Unaudited)



















	Three Months Ended March 31, 2023 and 2024
			Accumulated Other
			Comprehensive Income (Loss)
	Member's		Pension and		Total
(in millions)	Equity		OPEB Adjustments		Equity
Balance at December 31, 2022	$	4,702	$	1	$	4,703
Net income	106		—		106

Distributions to parent	(75)		—		(75)

Balance at March 31, 2023	$	4,733	$	1	$	4,734

Balance at December 31, 2023	$	5,012	$	1	$	5,013
Net income	67		—		67


Other	(1)		(1)		(2)

Balance at March 31, 2024	$	5,078	$	—	$	5,078

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PIEDMONT NATURAL GAS COMPANY, INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)


	Three Months Ended
	March 31,
(in millions)		2024		2023



Operating Revenues		$	676	$	675
Operating Expenses
Cost of natural gas		170		206
Operation, maintenance and other		95		89
Depreciation and amortization		62		57
Property and other taxes		15		16
Impairment of assets and other charges		—		1
Total operating expenses		342		369

Operating Income		334		306



Other Income and Expenses, net		17		16

Interest Expense		45		40
Income Before Income Taxes		306		282
Income Tax Expense		60		50
Net Income and Comprehensive Income		$	246	$	232

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PIEDMONT NATURAL GAS COMPANY, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	March 31, 2024		December 31, 2023
ASSETS
Current Assets

Receivables (net of allowance for doubtful accounts of $12 at 2024 and $11 at 2023)	$	297	$	311
Receivables from affiliated companies	12		10

Inventory	65		112
Regulatory assets	131		161

Other	9		7
Total current assets	514		601
Property, Plant and Equipment
Cost	12,157		11,908
Accumulated depreciation and amortization	(2,296)		(2,259)

Net property, plant and equipment	9,861		9,649
Other Noncurrent Assets
Goodwill	49		49
Regulatory assets	403		410
Operating lease right-of-use assets, net	5		4
Investments in equity method unconsolidated affiliates	78		78
Other	282		276
Total other noncurrent assets	817		817
Total Assets	$	11,192	$	11,067
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	246	$	315
Accounts payable to affiliated companies	56		54

Notes payable to affiliated companies	508		538
Taxes accrued	101		89
Interest accrued	48		39
Current maturities of long-term debt	40		40
Regulatory liabilities	88		98
Other	64		77
Total current liabilities	1,151		1,250
Long-Term Debt	3,629		3,628

Other Noncurrent Liabilities
Deferred income taxes	930		933
Asset retirement obligations	26		26
Regulatory liabilities	973		988
Operating lease liabilities	10		10
Accrued pension and other post-retirement benefit costs	7		8

Other	168		172
Total other noncurrent liabilities	2,114		2,137
Commitments and Contingencies
Equity
Common stock, no par value: 100 shares authorized and outstanding at 2024 and 2023	1,635		1,635

Retained earnings	2,662		2,416

Total Piedmont Natural Gas Company, Inc. stockholder's equity	4,297		4,051
Noncontrolling interests	1		1
Total equity	4,298		4,052
Total Liabilities and Equity	$	11,192	$	11,067

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PIEDMONT NATURAL GAS COMPANY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31,
(in millions)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	246	$	232
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	63		58
Equity component of AFUDC	(6)		(5)

Impairment of assets and other charges	—		1
Deferred income taxes	(15)		14
Equity in earnings from unconsolidated affiliates	(2)		(2)




(Increase) decrease in

Receivables	13		189
Receivables from affiliated companies	(2)		—
Inventory	48		73
Other current assets	20		(19)
Increase (decrease) in
Accounts payable	(43)		(107)
Accounts payable to affiliated companies	2		(12)
Taxes accrued	12		(13)
Other current liabilities	(1)		42
Other assets	(2)		(2)
Other liabilities	9		(1)
Net cash provided by operating activities	342		448
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(294)		(271)







Other	(18)		(6)
Net cash used in investing activities	(312)		(277)
CASH FLOWS FROM FINANCING ACTIVITIES


Notes payable to affiliated companies	(30)		(171)





Net cash used in financing activities	(30)		(171)
Net increase in cash and cash equivalents	—		—
Cash and cash equivalents at beginning of period	—		—
Cash and cash equivalents at end of period	$	—	$	—
Supplemental Disclosures:


Significant non-cash transactions:
Accrued capital expenditures	$	195	$	160

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS

PIEDMONT NATURAL GAS COMPANY, INC.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

























	Three Months Ended March 31, 2023 and 2024
					Total
					Piedmont
					Natural Gas
	Common		Retained		Company, Inc.		Noncontrolling		Total
(in millions)	Stock		Earnings		Equity		Interests		Equity
Balance at December 31, 2022	$	1,635	$	2,037	$	3,672	$	1	$	3,673
Net income	—		232		232		—		232







Balance at March 31, 2023	$	1,635	$	2,269	$	3,904	$	1	$	3,905

Balance at December 31, 2023	$	1,635	$	2,416	$	4,051	$	1	$	4,052
Net income	—		246		246		—		246




Balance at March 31, 2024	$	1,635	$	2,662	$	4,297	$	1	$	4,298

See Notes to Condensed Consolidated Financial Statements


FINANCIAL STATEMENTS			ORGANIZATION AND BASIS OF PRESENTATION

Index to Combined Notes to Condensed Consolidated Financial Statements

The unaudited notes to the Condensed Consolidated Financial Statements that follow are a combined presentation. The following list indicates the registrants to which the footnotes apply.

Applicable Notes

Registrant

Duke Energy

•

Duke Energy Carolinas

•

Progress Energy

•

Duke Energy Progress

•

Duke Energy Florida

•

Duke Energy Ohio

•

Duke Energy Indiana

•

Piedmont

•

Tables within the notes may not sum across due to (i) Progress Energy's consolidation of Duke Energy Progress, Duke Energy Florida and other subsidiaries that are not registrants and (ii) subsidiaries that are not registrants but included in the consolidated Duke Energy balances.

1. ORGANIZATION AND BASIS OF PRESENTATION

BASIS OF PRESENTATION

These Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all information and notes required by GAAP for annual financial statements and should be read in conjunction with the Consolidated Financial Statements in the Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023.

The information in these combined notes relates to each of the Duke Energy Registrants as noted in the Index to Combined Notes to Condensed Consolidated Financial Statements. However, none of the registrants make any representations as to information related solely to Duke Energy or the subsidiaries of Duke Energy other than itself.

These Condensed Consolidated Financial Statements, in the opinion of the respective companies’ management, reflect all normal recurring adjustments necessary to fairly present the financial position and results of operations of each of the Duke Energy Registrants. Amounts reported in Duke Energy’s interim Condensed Consolidated Statements of Operations and each of the Subsidiary Registrants’ interim Condensed Consolidated Statements of Operations and Comprehensive Income are not necessarily indicative of amounts expected for the respective annual periods due to effects of seasonal temperature variations on energy consumption, regulatory rulings, timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices and other factors.

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

BASIS OF CONSOLIDATION

These Condensed Consolidated Financial Statements include, after eliminating intercompany transactions and balances, the accounts of the Duke Energy Registrants and subsidiaries or VIEs where the respective Duke Energy Registrants have control. See Note 12 for additional information on VIEs. These Condensed Consolidated Financial Statements also reflect the Duke Energy Registrants’ proportionate share of certain jointly owned generation and transmission facilities.

Discontinued Operations

Duke Energy has elected to present cash flows of discontinued operations combined with cash flows of continuing operations. Unless otherwise noted, the notes to these condensed consolidated financial statements exclude amounts related to discontinued operations for all periods presented. For the three months ended March 31, 2024, and 2023, the Loss From Discontinued Operations, net of tax on Duke Energy's Condensed Consolidated Statements of Operations includes amounts related to noncontrolling interests. A portion of Noncontrolling interests on Duke Energy's Condensed Consolidated Balance Sheets relates to discontinued operations for the periods presented. See Note 2 for discussion of discontinued operations related to the Commercial Renewables Disposal Groups.

NONCONTROLLING INTEREST

Duke Energy maintains a controlling financial interest in certain less than wholly owned subsidiaries. As a result, Duke Energy consolidates these subsidiaries and presents the third-party investors' portion of Duke Energy's net income (loss), net assets and comprehensive income (loss) as noncontrolling interest. Noncontrolling interest is included as a component of equity on the Condensed Consolidated Balance Sheets. Operating agreements of Duke Energy's subsidiaries with noncontrolling interest allocate profit and loss based on their pro rata shares of the ownership interest in the respective subsidiary. Therefore, Duke Energy allocates net income or loss and other comprehensive income or loss of these subsidiaries to the owners based on their pro rata shares.


FINANCIAL STATEMENTS			ORGANIZATION AND BASIS OF PRESENTATION

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Duke Energy, Duke Energy Carolinas, Progress Energy, Duke Energy Progress and Duke Energy Florida have restricted cash balances related primarily to collateral assets, escrow deposits and VIEs. See Notes 10 and 12 for additional information. Restricted cash amounts are included in Other within Current Assets and Other Noncurrent Assets on the Condensed Consolidated Balance Sheets. The following table presents the components of cash, cash equivalents and restricted cash included in the Condensed Consolidated Balance Sheets.


	March 31, 2024										December 31, 2023
			Duke				Duke		Duke				Duke				Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Duke		Energy		Progress		Energy		Energy
	Energy		Carolinas		Energy		Progress		Florida		Energy		Carolinas		Energy		Progress		Florida
Current Assets
Cash and cash equivalents	$	459	$	5	$	49	$	27	$	4	$	253	$	9	$	59	$	18	$	24
Other	33		6		27		18		9		76		9		67		31		36
Other Noncurrent Assets
Other	17		1		10		4		7		16		1		9		2		7
Total cash, cash equivalents and restricted cash	$	509	$	12	$	86	$	49	$	20	$	345	$	19	$	135	$	51	$	67

INVENTORY

Provisions for inventory write-offs were not material at March 31, 2024, and December 31, 2023. The components of inventory are presented in the tables below.


	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Materials and supplies	$	3,130	$	1,078	$	1,547	$	1,039	$	508	$	146	$	316	$	12
Coal	840		357		240		150		90		27		216		—
Natural gas, oil and other fuel	311		43		200		105		95		12		2		53
Total inventory	$	4,281	$	1,478	$	1,987	$	1,294	$	693	$	185	$	534	$	65


	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Materials and supplies	$	3,086	$	1,075	$	1,465	$	963	$	502	$	139	$	361	$	12
Coal	842		364		231		154		77		28		219		—
Natural gas, oil and other fuel	364		45		205		110		95		12		2		100
Total inventory	$	4,292	$	1,484	$	1,901	$	1,227	$	674	$	179	$	582	$	112

OTHER NONCURRENT ASSETS

Duke Energy, through a nonregulated subsidiary, was the winner of the Carolina Long Bay offshore wind auction in May 2022 and recorded an asset of $150 million related to the arrangement in Other within Other noncurrent assets on the Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023. The asset is recorded in the EU&I segment at historical cost and is subject to impairment testing should circumstances indicate the carrying value may not be recoverable.

ACCOUNTS PAYABLE

Duke Energy has a voluntary supply chain finance program (the “program”) that allows Duke Energy suppliers, at their sole discretion, to sell their receivables from Duke Energy to a global financial institution at a rate that leverages Duke Energy’s credit rating and which may result in favorable terms compared to the rate available to the supplier on their own credit rating. Suppliers participating in the program determine at their sole discretion, which invoices they will sell to the financial institution. Suppliers’ decisions on which invoices are sold do not impact Duke Energy’s payment terms, which are based on commercial terms negotiated between Duke Energy and the supplier regardless of program participation. The commercial terms negotiated between Duke Energy and its suppliers are consistent regardless of whether the supplier elects to participate in the program. Duke Energy does not issue any guarantees with respect to the program and does not participate in negotiations between suppliers and the financial institution. Duke Energy does not have an economic interest in the supplier’s decision to participate in the program and receives no interest, fees or other benefit from the financial institution based on supplier participation in the program.


FINANCIAL STATEMENTS			ORGANIZATION AND BASIS OF PRESENTATION

The following table represents the changes in confirmed obligations outstanding for the three months ended March 31, 2024, and 2023.

















	Three Months Ended March 31, 2023 and 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Confirmed obligations outstanding at December 31, 2022	$	87	$	6	$	19	$	8	$	11	$	5	$	—	$	57
Invoices confirmed during the period	59		10		22		11		11		1		—		25
Confirmed invoices paid during the period	(94)		(9)		(26)		(13)		(13)		(6)		—		(53)
Confirmed obligations outstanding at March 31, 2023	$	52	$	7	$	15	$	6	$	9	$	—	$	—	$	29

Confirmed obligations outstanding at December 31, 2023	$	50	$	—	$	3	$	—	$	3	$	—	$	—	$	47
Invoices confirmed during the period	57		—		1		—		1		—		—		56
Confirmed invoices paid during the period	(31)		—		(2)		—		(2)		—		—		(29)
Confirmed obligations outstanding at March 31, 2024	$	76	$	—	$	2	$	—	$	2	$	—	$	—	$	74

NEW ACCOUNTING STANDARDS

No new accounting standards were adopted by the Duke Energy Registrants in 2024.

2. DISPOSITIONS

Sale of Commercial Renewables Segment

In 2023, Duke Energy completed the sale of substantially all the assets in the Commercial Renewables business segment. The disposal process for the remaining assets is expected to be completed around midyear 2024, with net proceeds from the dispositions not anticipated to be material.

Assets Held For Sale and Discontinued Operations

The Commercial Renewables Disposal Groups were classified as held for sale and as discontinued operations in the fourth quarter of 2022. No interest from corporate level debt was allocated to discontinued operations and no adjustments were made to the historical activity within the Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows or the Consolidated Statements of Changes in Equity. Unless otherwise noted, the notes to these consolidated financial statements exclude amounts related to discontinued operations for all periods presented.


FINANCIAL STATEMENTS			DISPOSITIONS

The following table presents the carrying values of the major classes of Assets held for sale and Liabilities associated with assets held for sale included in Duke Energy's Consolidated Balance Sheets.


(in millions)	March 31, 2024		December 31, 2023
Current Assets Held for Sale



Other	$	11	$	14
Total current assets held for sale	11		14
Noncurrent Assets Held for Sale
Property, Plant and Equipment
Cost	357		247
Accumulated depreciation and amortization	(57)		(57)
Net property, plant and equipment	300		190
Operating lease right-of-use assets, net	4		4

Other	4		3
Total other noncurrent assets held for sale	8		7
Total Assets Held for Sale	$	319	$	211
Current Liabilities Associated with Assets Held for Sale
Accounts payable	$	97	$	9
Taxes accrued	1		3
Current maturities of long-term debt	44		5
Unrealized losses on commodity hedges	74		68
Other	35		37
Total current liabilities associated with assets held for sale	251		122
Noncurrent Liabilities Associated with Assets Held for Sale
Long-Term debt	—		39

Operating lease liabilities	5		5
Asset retirement obligations	8		8
Unrealized losses on commodity hedges	102		94
Other	11		11
Total other noncurrent liabilities associated with assets held for sale	126		157
Total Liabilities Associated with Assets Held for Sale	$	377	$	279

As of March 31, 2024, and December 31, 2023, the noncontrolling interest balance is $66 million.

The following table presents the results of the Commercial Renewables Disposal Groups, which are included in Loss from Discontinued Operations, net of tax in Duke Energy's Consolidated Statements of Operations.


	Three Months Ended
	March 31,
(in millions)	2024		2023
Operating revenues	$	(6)	$	80


Operation, maintenance and other	4		89

Property and other taxes	—		10


Other income and expenses, net	—		(4)
Interest expense	2		31
(Gain) Loss on disposal	(10)		220
Loss before income taxes	(2)		(274)
Income tax expense (benefit)	1		(65)
Loss from discontinued operations	$	(3)	$	(209)
Add: Net loss attributable to noncontrolling interest included in discontinued operations	—		64
Net loss from discontinued operations attributable to Duke Energy Corporation	$	(3)	$	(145)

The Commercial Renewables Disposal Groups' assets held for sale amounts presented above reflect pretax impairments recorded against property, plant and equipment of approximately $268 million and $278 million as of March 31, 2024, and December 31, 2023, respectively. The carrying amounts for the remaining assets will be updated, if necessary, based on final disposition amounts.


FINANCIAL STATEMENTS			DISPOSITIONS

Duke Energy has elected not to separately disclose discontinued operations on Duke Energy's Consolidated Statements of Cash Flows. The following table summarizes Duke Energy's cash flows from discontinued operations related to the Commercial Renewables Disposal Groups.


	Three Months Ended
	March 31,
(in millions)	2024		2023
Cash flows used in:
Operating activities	$	(3)	$	(54)
Investing activities	—		(151)

Other Sale-Related Matters

Duke Energy (Parent) and several Duke Energy renewables project companies, located in the ERCOT market, were named in several lawsuits arising out of Texas Storm Uri, which occurred in February 2021. The legal actions related to all but one of the project companies in this matter transferred to affiliates of Brookfield in conjunction with the transaction closing in October 2023. See Note 5 for more information.

As part of the purchase and sale agreement for the distributed generation group, Duke Energy has agreed to retain certain guarantees, with expiration dates between 2029 through 2034, related to tax equity partners' assets and operations that will be disposed of via sale. Duke Energy has obtained certain guarantees from the buyers in regards to future performance obligations to assist in limiting Duke Energy's exposure under the retained guarantees. The fair value of the guarantees is immaterial as Duke Energy does not believe conditions are likely for performance under these guarantees.

3. BUSINESS SEGMENTS

Duke Energy

Duke Energy's segment structure includes the following two segments: EU&I and GU&I.

The EU&I segment primarily includes Duke Energy's regulated electric utilities in the Carolinas, Florida and the Midwest. EU&I also includes Duke Energy's electric transmission infrastructure investments and the offshore wind contract for Carolina Long Bay.

The GU&I segment includes Piedmont, Duke Energy's natural gas local distribution companies in Ohio and Kentucky and Duke Energy's natural gas storage, midstream pipeline and renewable natural gas investments.

The remainder of Duke Energy’s operations is presented as Other, which is primarily comprised of interest expense on holding company debt, unallocated corporate costs, Duke Energy’s wholly owned captive insurance company, Bison, and Duke Energy's ownership interest in National Methanol Company.

Business segment information is presented in the following tables. Segment assets presented exclude intercompany assets.


	Three Months Ended March 31, 2024
	Electric		Gas		Total
	Utilities and		Utilities and		Reportable
(in millions)	Infrastructure		Infrastructure		Segments		Other		Eliminations		Total
Unaffiliated revenues	$	6,785	$	879	$	7,664	$	7	$	—	$	7,671
Intersegment revenues	18		23		41		31		(72)		—
Total revenues	$	6,803	$	902	$	7,705	$	38	$	(72)	$	7,671
Segment income (loss)	$	1,021	$	284	$	1,305	$	(203)	$	—	$	1,102
Less: Noncontrolling interests											(13)
Add: Preferred stock dividend											39
Discontinued operations											(3)
Net Income											$	1,151
Segment assets(a)	$	156,606	$	17,464	$	174,070	$	4,600	$	—	$	178,670


FINANCIAL STATEMENTS			BUSINESS SEGMENTS


	Three Months Ended March 31, 2023
	Electric		Gas		Total
	Utilities and		Utilities and		Reportable
(in millions)	Infrastructure		Infrastructure		Segments		Other		Eliminations		Total
Unaffiliated revenues	$	6,381	$	888	$	7,269	$	7	$	—	$	7,276
Intersegment revenues	17		23		40		24		(64)		—
Total revenues	$	6,398	$	911	$	7,309	$	31	$	(64)	$	7,276
Segment income (loss)	$	791	$	287	$	1,078	$	(168)	$	—	$	910
Less: Noncontrolling interests											43
Add: Preferred stock dividend											39
Discontinued operations											(145)
Net Income											$	761

(a)Other includes Assets Held for Sale balances related to the Commercial Renewables Disposal Groups. Refer to Note 2 for further information.

Duke Energy Ohio

Duke Energy Ohio has two reportable segments, EU&I and GU&I. The remainder of Duke Energy Ohio's operations is presented as Other.


	Three Months Ended March 31, 2024
	Electric		Gas		Total
	Utilities and		Utilities and		Reportable
(in millions)	Infrastructure		Infrastructure		Segments		Other		Eliminations		Total


Total revenues	$	458	$	220	$	678	$	—	$	—	$	678
Segment income (loss)/Net income	$	55	$	41	$	96	$	(2)	$	—	$	94

Segment assets	$	7,935	$	4,350	$	12,285	$	13	$	7	$	12,305


	Three Months Ended March 31, 2023
	Electric		Gas		Total
	Utilities and		Utilities and		Reportable
(in millions)	Infrastructure		Infrastructure		Segments		Other		Total


Total revenues	$	474	$	235	$	709	$	—	$	709
Segment income (loss)/Net income	$	49	$	52	$	101	$	(1)	$	100

4. REGULATORY MATTERS

RATE-RELATED INFORMATION

The NCUC, PSCSC, FPSC, IURC, PUCO, TPUC and KPSC approve rates for retail electric and natural gas services within their states. The FERC approves rates for electric sales to wholesale customers served under cost-based rates (excluding Ohio and Indiana), as well as sales of transmission service. The FERC also regulates certification and siting of new interstate natural gas pipeline projects. For open regulatory matters, unless otherwise noted, the Subsidiary Registrants and Duke Energy Kentucky cannot predict the outcome or ultimate resolution of their respective matters.

Duke Energy Carolinas and Duke Energy Progress

Nuclear Station Subsequent License Renewal

On June 7, 2021, Duke Energy Carolinas filed a subsequent license renewal (SLR) application for the Oconee Nuclear Station (ONS) with the U.S. Nuclear Regulatory Commission (NRC) to renew ONS’s operating license for an additional 20 years. The SLR would extend operations of the facility from 60 to 80 years. The current licenses for units 1 and 2 expire in 2033 and the license for unit 3 expires in 2034. By a Federal Register Notice dated July 28, 2021, the NRC provided a 60-day comment period for persons whose interest may be affected by the issuance of a subsequent renewed license for ONS to file a request for a hearing and a petition for leave to intervene. On September 27, 2021, Beyond Nuclear and Sierra Club (Petitioners) filed a Hearing Request and Petition to Intervene (Hearing Request) and a Petition for Waiver. The Hearing Request proposed three contentions and claimed that Duke Energy Carolinas did not satisfy the National Environmental Policy Act (NEPA) of 1969, as amended, or the NRC’s NEPA-implementing regulations. Following Duke Energy Carolinas' answer and the Petitioners' reply, on February 11, 2022, the Atomic Safety and Licensing Board (ASLB) issued its decision on the Hearing Request and found that the Petitioners failed to establish that the proposed contentions are litigable. The ASLB also denied the Petitioners' Petition for Waiver and terminated the proceeding.


FINANCIAL STATEMENTS			REGULATORY MATTERS

On February 24, 2022, the NRC issued a decision in the SLR appeal related to Florida Power and Light's Turkey Point nuclear generating station in Florida. The NRC ruled that the NRC’s license renewal Generic Environmental Impact Statement (GEIS) does not apply to SLR because the GEIS does not address SLR. The decision overturned a 2020 NRC decision that found the GEIS applies to SLR. Although Turkey Point is not owned or operated by a Duke Energy Registrant, the NRC’s order applies to all SLR applicants, including ONS. The NRC order also indicated no subsequent renewed licenses will be issued until the NRC staff has completed an adequate NEPA review for each application. On April 5, 2022, the NRC approved a 24-month rulemaking plan that will enable the NRC staff to complete an adequate NEPA review. Although an SLR applicant may wait until the rulemaking is completed, the NRC also noted that an applicant may submit a supplement to its environmental report providing information on environmental impacts during the SLR period prior to the rulemaking being completed. On November 7, 2022, Duke Energy Carolinas submitted a supplement to its environmental report addressing environmental impacts during the SLR period. On September 14, 2023, the NRC posted on its website that the issuance of the GEIS will now be issued in August 2024 instead of May 2024 due to the volume and technical complexity of the comments received. On March 6, 2024, the NRC staff submitted the rulemaking, which included the updated GEIS, to the NRC.

On December 19, 2022, the NRC published a notice in the Federal Register that the NRC will conduct a limited scoping process to gather additional information necessary to prepare an environmental impact statement (EIS) to evaluate the environmental impacts at ONS during the SLR period. The NRC received comments from the EPA and the Petitioners and these comments identify 18 potential impacts that should be considered by the NRC in the EIS, which include, but are not limited to, climate change and flooding, environmental justice, severe accidents, and external events. On February 8, 2024, the NRC issued the Oconee site-specific draft EIS. The NRC and EPA published the notice for the public to submit comments on the ONS site-specific draft EIS. On April 29, 2024, the petitioners filed a hearing request. The request proposed three contentions and claimed that the ONS site-specific draft EIS is inadequate to satisfy the requirements of NEPA and the NRC’s NEPA-implementing regulations. Duke Energy Carolinas' deadline to respond to any such requests was extended to May 31, 2024.

On December 19, 2022, the NRC issued the Safety Evaluation Report (SER) for the safety portion of the SLR application. The NRC determined Duke Energy Carolinas met the requirements of the applicable regulations and identified actions that have been taken or will be taken to manage the effects of aging and address time-limited analyses. Duke Energy Carolinas and the NRC met with the Advisory Committee on Reactor Safeguards (ACRS) on February 2, 2023, to discuss issues regarding the SER and SLR application. On February 25, 2023, the ACRS issued a report to the NRC on the safety aspects of the ONS SLR application, which concluded that the established programs and commitments made by Duke Energy Carolinas to manage age-related degradation provide confidence that ONS can be operated in accordance with its current licensing basis for the subsequent period of extended operation without undue risk to the health and safety of the public and the SLR application for ONS should be approved.

Although the NRC’s GEIS applicability decision has delayed completion of the SLR proceeding, Duke Energy Carolinas does not believe it changes the probability that the ONS subsequent renewed licenses will ultimately be issued, although Duke Energy Carolinas cannot guarantee the outcome of the license application process.

Duke Energy Carolinas and Duke Energy Progress intend to seek renewal of operating licenses and 20-year license extensions for all of their nuclear stations. Accordingly, new depreciation rates were implemented for all of the nuclear facilities during the second quarter of 2021.

Duke Energy Carolinas

2023 North Carolina Rate Case

On January 19, 2023, Duke Energy Carolinas filed a PBR application with the NCUC to request an increase in base rate retail revenues. The PBR Application included a Multiyear rate plan (MYRP) to recover projected capital investments during the three-year MYRP period. In addition to the MYRP, the PBR Application included an Earnings Sharing Mechanism, Residential Decoupling Mechanism and Performance Incentive Mechanisms (PIMS) as required by HB 951. The application as originally filed requested an overall retail revenue increase of $501 million in Year 1, $172 million in Year 2 and $150 million in Year 3, for a combined total of $823 million, or 15.7%, by early 2026. The rate increase is driven primarily by transmission and distribution investments since the last rate case and projected in the MYRP, as well as investments in energy storage and solar assets included in the MYRP consistent with the Carolinas Carbon Plan (Carbon Plan).

On August 22, 2023, Duke Energy Carolinas filed with the NCUC a partial settlement with the Public Staff in connection with its PBR application. The partial settlement included, among other things, agreement on a substantial portion of the North Carolina retail rate base for the historic base case of approximately $19.5 billion and all of the capital projects and related costs to be included in the three-year MYRP, including $4.6 billion (North Carolina retail allocation) projected to go in service over the MYRP period. Additionally, the partial settlement included agreement, with certain adjustments, on depreciation rates, the recovery of grid improvement plan costs and PIMs, Tracking Metrics and the Residential Decoupling Mechanism under the PBR application. On August 28, 2023, Duke Energy Carolinas filed with the NCUC a second partial settlement with the Public Staff resolving additional issues, including the future treatment of nuclear production tax credits related to the Inflation Reduction Act, through a stand-alone rider that will provide the benefits to customers beginning January 1, 2025.

On December 15, 2023, the NCUC issued an order approving Duke Energy Carolinas' PBR Application, as modified by the partial settlements and the order, including an overall retail revenue increase of $436 million in Year 1, $174 million in Year 2 and $158 million in Year 3, for a combined total of $768 million. The order established an ROE of 10.1% based upon an equity ratio of 53% and approved, with certain adjustments, depreciation rates and the recovery of grid improvement plan costs and certain deferred COVID-related costs. Additionally, the Residential Decoupling Mechanism and PIMs were approved as requested under the PBR Application and revised by the partial settlements. Duke Energy Carolinas implemented interim rates, subject to refund, on September 1, 2023. New revised Year 1 rates and the residential decoupling were implemented on January 15, 2024.

On February 13, 2024, a number of parties filed Notices of Appeal of the December 15, 2023, NCUC order. Notices of Appeal were filed by the Carolina Industrial Group for Fair Utility Rates (CIGFUR) III, a collection of various electric membership corporations (collectively, the EMCs), and the North Carolina Attorney General’s Office (the AGO). CIGFUR III and the EMCs appealed the interclass subsidy reduction percentage and the Transmission Cost Allocation stipulation. In addition, CIGFUR III appealed the NCUC’s elimination of the equal percentage fuel cost allocation methodology. The AGO appealed several issues including the authorized ROE and certain rate design and accounting matters. On March 1, 2024, Carolina Utility Customers Association, Inc. appealed several issues, including the authorized ROE and certain rate design and accounting matters.


FINANCIAL STATEMENTS			REGULATORY MATTERS

2024 South Carolina Rate Case

On January 4, 2024, Duke Energy Carolinas filed a rate case with the PSCSC to request a net increase in annual retail revenues of 11.4%, or approximately $239 million, in the first two years, and an additional overall increase of about 4.1%, or approximately $84 million additional revenue, after the first two years. The requested increases, if approved, would result in an overall average 15.5% increase in annual retail revenues, or approximately $323 million, prior to mitigation efforts. Duke Energy Carolinas requested an ROE of 10.5% with an equity ratio of 53%. To mitigate the rate increase, Duke Energy Carolinas has proposed to accelerate the return of remaining federal unprotected EDIT balances to customers over two years. This offset reduces the impact to customers in the first two years to the effective net increase of 11.4% after which the credit for EDIT balances expire. Duke Energy Carolinas has requested the revised rates to be effective no later than August 1, 2024. Intervenor testimony and Duke Energy Carolinas' rebuttal testimony were filed in April 2024. The evidentiary hearing is scheduled to commence on May 20, 2024.

Marshall Combustion Turbines CPCN

On March 14, 2024, Duke Energy Carolinas filed with the NCUC an application to construct and operate two hydrogen-capable advanced-class simple-cycle combustion turbines (CTs) at the site of the existing Marshall Steam Station. The two new CTs – totaling approximately 850 MW – will enable the retirement of Marshall coal units 1 and 2 and provide incremental capacity to support system capacity needs and expanded flexibility to support integration of renewables. Pending regulatory approvals, construction is planned to start in 2026, and the CTs are targeted to be placed into service by the end of 2028. As part of the application, Duke Energy Carolinas noted that Construction Work in Progress for the proposed facility will accrue AFUDC and will not be in rate base, resulting in no impact on Duke Energy Carolinas' North Carolina retail revenue requirement during the construction period. The 2029 North Carolina retail revenue requirement for the proposed facility is estimated to be $104 million, representing an approximate average retail rate increase of 2.2% across all classes.

Duke Energy Progress

2022 North Carolina Rate Case

On October 6, 2022, Duke Energy Progress filed a PBR application with the NCUC to request an increase in base rate retail revenues. The rate request before the NCUC included an MYRP to recover projected capital investments during the three-year MYRP period. In addition to the MYRP, the PBR Application included an Earnings Sharing Mechanism, Residential Decoupling Mechanism and PIMs as required by HB 951. The overall retail revenue increase as originally filed would have been $326 million in Year 1, $151 million in Year 2 and $138 million in Year 3, for a combined total of $615 million, by late 2025. The rate increase is driven primarily by transmission and distribution investments since the last rate case and projected in the MYRP, as well as investments in energy storage and solar assets included in the MYRP consistent with the Carbon Plan.

On April 26, 2023, Duke Energy Progress filed with the NCUC a partial settlement with Public Staff, which included agreement on many aspects of Duke Energy Progress' three-year MYRP proposal. In May 2023, CIGFUR II joined this partial settlement and Public Staff and CIGFUR II filed a separate settlement reaching agreement on PIMs, Tracking Metrics and the Residential Decoupling Mechanism under the PBR application.

On August 18, 2023, the NCUC issued an order approving Duke Energy Progress' PBR Application, as modified by the partial settlements and the order, including an overall retail revenue increase of $233 million in Year 1, $126 million in Year 2 and $135 million in Year 3, for a combined total of $494 million. Key aspects of the order include the approval of North Carolina retail rate base for the historic base case of approximately $12.2 billion and capital projects and related costs to be included in the three-year MYRP, including $3.5 billion (North Carolina retail allocation) projected to go in service over the MYRP period. The order established an ROE of 9.8% based upon an equity ratio of 53% and approved, with certain adjustments, depreciation rates and the recovery of grid improvement plan costs and certain deferred COVID-related costs. Additionally, the Residential Decoupling Mechanism and PIMs were approved as requested under the PBR Application and revised by the partial settlements. Duke Energy Progress implemented interim rates, subject to refund, on June 1, 2023, and implemented revised Year 1 rates and the residential decoupling on October 1, 2023.

On October 17, 2023, CIGFUR II and Haywood Electric Membership Corporation each filed a Notice of Appeal of the August 18, 2023 NCUC order. Both parties are appealing certain matters that do not impact the overall revenue requirement in the rate case. Specifically, they appealed the interclass subsidy reduction percentage, and CIGFUR II also appealed the Customer Assistance Program and the equal percentage fuel cost allocation methodology. On November 6, 2023, the AGO filed a Notice of Cross Appeal of the NCUC's determination regarding the exclusion of electric vehicle revenue from the residential decoupling mechanism. On November 9, 2023, Duke Energy Progress, the Public Staff, CIGFUR II, and a number of other parties reached a settlement pursuant to which CIGFUR II agreed not to pursue its appeal of the Customer Assistance Program.

2023 South Carolina Storm Securitization

On May 31, 2023, Duke Energy Progress filed a petition with the PSCSC requesting authorization for the financing of Duke Energy Progress' storm recovery costs through securitization due to storm recovery activities required as a result of the following storms: Pax, Ulysses, Matthew, Florence, Michael, Dorian, Izzy and Jasper. On September 8, 2023, Duke Energy Progress filed a comprehensive settlement agreement with all parties on all cost recovery issues raised in the storm securitization proceeding.

The evidentiary hearing occurred in early September 2023. On September 20, 2023, the PSCSC approved the comprehensive settlement agreement and on October 13, 2023, the PSCSC issued its financing order. The storm recovery bonds of $177 million were issued by Duke Energy Progress on April 25, 2024. Duke Energy Progress implemented storm recovery charges effective May 1, 2024. See notes 6 and 12 for more information.


FINANCIAL STATEMENTS			REGULATORY MATTERS

Person County Combined Cycle CPCN

On March 28, 2024, Duke Energy Progress filed with the NCUC its application to construct and operate a 1,360 MW hydrogen-capable, advanced-class combined-cycle generating facility (CC) in Person County at the site of the existing Roxboro Plant. Subject to negotiation of final contractual terms, the new Roxboro CC will be co-owned with the North Carolina Electric Membership Corporation (NCEMC), with Duke Energy Progress owning approximately 1,135 MW and NCEMC owning the remaining 225 MW. Pending regulatory approvals, construction is planned to start in 2026, with the CC targeted to be placed in service by the end of 2028. The CC will allow for the retirement of Roxboro’s coal-fired units 1 and 4. As part of the application, Duke Energy Progress noted that the recovery of Construction Work in Progress during the construction period for the proposed facility may be pursued in a future rate case. The 2029 North Carolina retail revenue requirement for the proposed facility is estimated to be $98 million, representing an approximate average retail rate increase of 2.6% across all classes.

Duke Energy Florida

2021 Settlement Agreement

On January 14, 2021, Duke Energy Florida filed a Settlement Agreement (the “2021 Settlement”) with the FPSC. The parties to the 2021 Settlement include Duke Energy Florida, the Office of Public Counsel (OPC), the Florida Industrial Power Users Group, White Springs Agricultural Chemicals, Inc. d/b/a PCS Phosphate and NUCOR Steel Florida, Inc. (collectively, the “Parties”).

Pursuant to the 2021 Settlement, the Parties agreed to a base rate stay-out provision that expires year-end 2024; however, Duke Energy Florida is allowed an increase to its base rates of an incremental $67 million in 2022, $49 million in 2023 and $79 million in 2024, subject to adjustment in the event of tax reform during the years 2021, 2022 and 2023. The Parties also agreed to an ROE band of 8.85% to 10.85% with a midpoint of 9.85% based upon an equity ratio of 53%. The ROE band can be increased by 25 basis points if the average 30-year U.S. Treasury rate increases 50 basis points or more over a six-month period in which case the midpoint ROE would rise from 9.85% to 10.10%. On July 25, 2022, this provision was triggered. Duke Energy Florida filed a petition with the FPSC on August 12, 2022, to increase the ROE effective August 2022 with a base rate increase effective January 1, 2023. The FPSC approved this request on October 4, 2022. The 2021 Settlement Agreement also provided that Duke Energy Florida will be able to retain $173 million of the expected Department of Energy (DOE) award from its lawsuit to recover spent nuclear fuel to mitigate customer rates over the term of the 2021 Settlement. In return, Duke Energy Florida is permitted to recognize the $173 million into earnings through the approved settlement period. Duke Energy Florida settled the DOE lawsuit and received payment of approximately $180 million on June 15, 2022, of which the retail portion was approximately $154 million. The 2021 Settlement authorizes Duke Energy Florida to collect the difference between $173 million and the $154 million retail portion of the amount received through the capacity cost recovery clause. As of March 31, 2024, Duke Energy Florida has recognized $149 million into earnings, including $8 million and $54 million recognized during the three months ended March 31, 2024, and 2023, respectively. The remaining $24 million is expected to be recognized in 2024.

The 2021 Settlement also contained a provision to recover or flow back the effects of tax law changes. As a result of the IRA enacted on August 16, 2022, Duke Energy Florida is eligible for PTCs associated with solar facilities placed in service beginning in January 2022. Duke Energy Florida filed a petition with the FPSC on October 17, 2022, to reduce base rates effective January 1, 2023, by $56 million to flow back the expected 2023 PTCs and to flow back the expected 2022 PTCs via an adjustment to the capacity cost recovery clause. On December 14, 2022, the FPSC issued an order approving Duke Energy Florida's petition.

In addition to these terms, the 2021 Settlement contained provisions related to the accelerated depreciation of Crystal River Units 4-5, the approval of approximately $1 billion in future investments in new cost-effective solar power, the implementation of a new Electric Vehicle Charging Station Program and the deferral and recovery of costs in connection with the implementation of Duke Energy Florida’s Vision Florida program, which explores various emerging non-carbon emitting generation technology, distributed technologies and resiliency projects, among other things. The 2021 Settlement also resolved remaining unrecovered storm costs for Hurricane Michael and Hurricane Dorian.

The FPSC approved the 2021 Settlement on May 4, 2021, issuing an order on June 4, 2021. Revised customer rates became effective January 1, 2022, with subsequent base rate increases effective January 1, 2023, and January 1, 2024.

Clean Energy Connection

On July 1, 2020, Duke Energy Florida petitioned the FPSC for approval of a voluntary solar program consisting of 10 new solar generating facilities with combined capacity of approximately 750 MW. The program allows participants to support cost-effective solar development in Florida by paying a subscription fee based on per kilowatt subscriptions and receiving a credit on their bill based on the actual generation associated with their portion of the solar portfolio. The estimated cost of the 10 new solar generation facilities is approximately $1 billion and the projects are expected to be completed by the end of 2024. This investment is included in base rates offset by the revenue from the subscription fees and the credits will be included for recovery in the fuel cost recovery clause. The FPSC approved the program in January 2021.

On February 24, 2021, the League of United Latin American Citizens (LULAC) filed a notice of appeal of the FPSC’s order approving the Clean Energy Connection to the Supreme Court of Florida. The Supreme Court of Florida heard oral arguments in the appeal on February 9, 2022. On May 27, 2022, the Supreme Court of Florida issued an order remanding the case back to the FPSC so that the FPSC can amend its order to better address some of the arguments raised by LULAC. On September 23, 2022, the FPSC issued a revised order and submitted it on September 26, 2022, to the Supreme Court of Florida. The Supreme Court of Florida requested that the parties file supplemental briefs regarding the revised order, which were filed February 6, 2023. LULAC has filed a request for Oral Argument on the issues discussed in the supplemental briefs, but the court has yet to rule on that request. The FPSC approval order remains in effect pending the outcome of the appeal.


FINANCIAL STATEMENTS			REGULATORY MATTERS

Storm Protection Plan

On April 11, 2022, Duke Energy Florida filed a Storm Protection Plan for approval with the FPSC. The plan, which covers investments for the 2023-2032 time frame, reflects approximately $7 billion of capital investment in transmission and distribution meant to strengthen its infrastructure, reduce outage times associated with extreme weather events, reduce restoration costs and improve overall service reliability. The evidentiary hearing began on August 2, 2022. On October 4, 2022, the FPSC voted to approve Duke Energy Florida’s plan with one modification to remove the transmission loop radially fed program, representing a reduction of approximately $80 million over the 10-year period starting in 2025. On December 9, 2022, the OPC filed a notice of appeal of this order to the Florida Supreme Court. The OPC's initial brief was filed on April 18, 2023. Duke Energy Florida filed its answer brief on July 17, 2023. The OPC's reply brief was filed on October 16, 2023. The Florida Supreme Court heard oral arguments on February 7, 2024.

Hurricanes Ian and Idalia

On September 28, 2022, much of Duke Energy Florida’s service territory was impacted by Hurricane Ian, which caused significant damage resulting in more than 1.1 million outages. After depleting any existing storm reserves, which were approximately $107 million before Hurricane Ian, Duke Energy Florida is permitted to petition the FPSC for recovery of additional incremental operation and maintenance costs resulting from the storm and to replenish the retail customer storm reserve to approximately $132 million. Duke Energy Florida filed its petition for cost recovery of various storms, including Hurricane Ian, and replenishment of the storm reserve on January 23, 2023, seeking recovery of $442 million, for recovery over 12 months beginning with the first billing cycle in April 2023. On March 7, 2023, the FPSC approved this request for interim recovery, subject to refund, and ordered Duke Energy Florida to file documentation of the total actual storm costs, once known. Duke Energy Florida filed documentation evidencing its total actual storm costs of $431 million on September 29, 2023. The FPSC will hold a final hearing to determine the prudence of these costs on May 21 and 22, 2024.

On August 30, 2023, Hurricane Idalia made landfall on Florida’s gulf coast, causing damage and impacting more than 200,000 customers across Duke Energy Florida's service territory. On October 16, 2023, Duke Energy Florida requested to combine the $92 million retail portion of the deferred estimated Hurricane Idalia costs with $74 million of costs projected to be collected after December 31, 2023, under the existing approved storm cost recovery and storm surcharge. This $74 million of costs relates primarily to the approved ongoing replenishment of the storm reserves. At its December 5, 2023 Agenda Conference, the FPSC approved recovery of the total $166 million over 12 months beginning with its first billing cycle in January 2024, replacing the previously approved storm cost recovery and storm surcharge, and ordered Duke Energy Florida to file documentation of the total actual Idalia related storm costs, once known. Revised rates were effective January 1, 2024.

2024 Florida Rate Case

On April 2, 2024, Duke Energy Florida filed a formal request for new base rates with the FPSC. Duke Energy Florida has proposed a three-year rate plan that would begin in January 2025, once its current base rate settlement agreement concludes at the end of 2024. Duke Energy Florida proposed multiyear rate increases that use the projected 12-month periods ending December 31, 2025, 2026, and 2027 as the test years, with adjusted rates to be effective with the first billing period of January 2025, 2026, and 2027, respectively. Duke Energy Florida requested additional base rate revenue requirements of approximately $593 million in 2025, $98 million in 2026 and $129 million in 2027, representing an average annual increase in revenue requirements of approximately 4% over 2025 through 2027. Duke Energy Florida requested an ROE midpoint at 11.15% and an equity ratio of 53%. A final hearing on this request is scheduled to begin on August 12, 2024.

Duke Energy Ohio

Duke Energy Ohio Electric Base Rate Case

Duke Energy Ohio filed with the PUCO an electric distribution base rate case application on October 1, 2021, with supporting testimony filed on October 15, 2021, requesting an increase in electric distribution base rates of approximately $55 million. On September 19, 2022, Duke Energy Ohio filed a Stipulation and Recommendation with the PUCO, which includes an increase in overall electric distribution base rates of approximately $23 million with an equity ratio of 50.5% and an ROE of 9.5%. The stipulation is among all but one party to the proceeding. The PUCO issued an order on December 14, 2022, approving the Stipulation without material modification. Rates went into effect on January 3, 2023. The Ohio Consumers' Counsel filed an application for rehearing on January 13, 2023, arguing the Stipulation was unreasonable, discriminatory, and denied OCC due process. On March 20, 2024, the PUCO issued its Second Entry on Rehearing, denying OCC's rehearing application. OCC has 60 days to seek an appeal.

Duke Energy Ohio Natural Gas Base Rate Case

Duke Energy Ohio filed with the PUCO a natural gas base rate case application on June 30, 2022, with supporting testimony filed on July 14, 2022, requesting an increase in natural gas base rates of approximately $49 million. The drivers for this case are capital invested since Duke Energy Ohio's last natural gas base rate case in 2012. Duke Energy Ohio also sought to adjust the caps on its CEP rider. On April 28, 2023, Duke Energy Ohio filed a stipulation with all parties to the case except the OCC. In the stipulation, the parties agreed to approximately $32 million in revenue increases with an equity ratio of 52.32% and an ROE of 9.6%, and adjustments to the CEP Rider caps. The stipulation was opposed by the OCC at an evidentiary hearing that concluded on May 24, 2023. On November 1, 2023, PUCO issued an order approving the stipulation as filed. New rates went into effect November 1, 2023. On December 1, 2023, the OCC filed an application for rehearing. On December 13, 2023, the PUCO granted OCC's application for rehearing for further consideration of issues raised.

Duke Energy Ohio Electric Security Plan

On April 1, 2024, Duke Energy Ohio filed with the PUCO a request for an Electric Security Plan (ESP). The ESP application proposes a three-year term from June 1, 2025 through May 31, 2028 and includes continuation of market-based customer rates through competitive procurement processes for generation and continuation and expansion of existing rider mechanisms. Duke Energy Ohio is proposing a new rider mechanism relating to electric distribution infrastructure modernization programs, which may be enabled by and partially funded through federal or state funding opportunities, future battery storage projects, and two proposed electric vehicle programs. Additional proposed new rider mechanisms are related to solar for all investments for low-income and disadvantaged communities, low-income senior citizen bill assistance, and energy efficiency and demand-side management programs.


FINANCIAL STATEMENTS			REGULATORY MATTERS

Duke Energy Kentucky Electric Base Rate Case

On December 1, 2022, Duke Energy Kentucky filed a rate case with the KPSC requesting an annualized increase in electric base rates of approximately $75 million. The request for rate increase was driven by capital investments to strengthen the electricity generation and delivery systems along with adjusted depreciation rates for the East Bend and Woodsdale Combustion Turbine (CT) generation stations. Duke Energy Kentucky also requested approval for new programs and tariff updates, including a voluntary community-based renewable subscription program and two electric vehicle charging programs. The KPSC issued an order on October 12, 2023, including a $48 million increase in base revenues, an ROE of 9.75% for electric base rates and 9.65% for electric riders and an equity ratio of 52.145%. New rates went into effect October 13, 2023. The Company's request to align the depreciation rates of East Bend with a 2035 retirement date was denied and the KPSC ordered depreciation rates with a 2041 retirement date for the unit. The KPSC did approve the request to align the depreciation rates of Woodsdale CT with a 2040 retirement date and denied the voluntary community-based renewable subscription program and the two electric vehicle charging programs.

On November 1, 2023, Duke Energy Kentucky filed for rehearing requesting certain matters be reconsidered by the KPSC. On November 21, 2023, KPSC granted in part and denied in part the Company's request for rehearing. On February 15, 2024, the KPSC issued a briefing schedule for the rehearing process. The briefing concluded on April 1, 2024, and the matter was submitted for decision on April 2, 2024.

On December 14, 2023, Duke Energy Kentucky filed an appeal with the Franklin County Circuit Court on certain matters for which the KPSC denied rehearing, specifically as it relates to including decommissioning costs in depreciation rates for East Bend and Woodsdale. On January 8, 2024, answers to the appeal were filed by the KPSC, Kentucky Attorney General, and the Kentucky Broadband & Cable Association. On April 11, 2024, the Franklin County Circuit Court approved a briefing schedule with Duke Energy Kentucky's initial brief due June 26, 2024, appellee briefs due September 24, 2024, and Duke Energy Kentucky's reply brief due November 8, 2024.

Duke Energy Indiana

Indiana Coal Ash Recovery

In Duke Energy Indiana’s 2019 rate case, the IURC opened a subdocket for post-2018 coal ash related expenditures. Duke Energy Indiana filed testimony on April 15, 2020, in the coal ash subdocket requesting recovery for the post-2018 coal ash basin closure costs for plans that have been approved by the Indiana Department of Environmental Management (IDEM) as well as continuing deferral, with carrying costs, on the balance. On November 3, 2021, the IURC issued an order allowing recovery for post-2018 coal ash basin closure costs for the plans that have been approved by IDEM, as well as continuing deferral, with carrying costs, on the balance. The OUCC and the Duke Industrial Group appealed. The Indiana Court of Appeals issued its opinion on February 21, 2023, reversing the IURC's order to the extent that it allowed Duke Energy Indiana to recover federally mandated costs incurred prior to the IURC's November 3, 2021 order. In addition, the court found that any costs incurred pre-petition to determine federally mandated compliance options were not specifically authorized by the statute and should also be disallowed.

In the second quarter of 2023, Duke Energy Indiana filed its proposal to remove from rates certain costs incurred prior to the IURC's November 3, 2021 order date. On September 20, 2023, the commission approved the Company's proposal to remove the costs from its rates and assessed simple interest of the refunds of 4.71%, beginning from when the costs were initially recovered from customers. Duke Energy Indiana seeks to recover the pre-order costs denied by the Indiana Court of Appeals and certain future coal ash closure costs as part of depreciation costs in the 2024 Indiana Rate Case.

Duke Energy Indiana filed a new petition under the amended version of the federal mandate statute for additional post-2018 coal ash closure costs for the remaining basins not included in the Indiana coal ash recovery case from 2020. An evidentiary hearing was held on January 25, 2024.

TDSIC 2.0

On November 23, 2021, Duke Energy Indiana filed for approval of the Transmission, Distribution, Storage Improvement Charge 2.0 investment plan for 2023-2028 (TDSIC 2.0). On June 15, 2022, the IURC approved, without modification, TDSIC 2.0, which includes approximately $2 billion in transmission and distribution investments selected to improve customer reliability, harden and improve resiliency of the grid, enable expansion of renewable and distributed energy projects and encourage economic development. In addition, the IURC set up a subdocket to consider a targeted economic development project, which the IURC approved on March 2, 2022. On July 15, 2022, the OUCC filed a notice of appeal to the Indiana Court of Appeals in Duke Energy Indiana’s TDSIC 2.0 proceeding. An appellant brief was filed on October 28, 2022, and Duke Energy Indiana filed its responsive brief on December 28, 2022. The Indiana Court of Appeals issued its opinion on March 9, 2023, affirming the IURC’s order in its entirety. The Duke Industrial Group filed a petition to transfer to the Indiana Supreme Court. The Indiana Supreme Court granted transfer and held an oral argument on September 28, 2023.

2024 Indiana Rate Case

On April 4, 2024, Duke Energy Indiana filed an application with the IURC for a rate increase of $492 million, representing an overall average bill increase of approximately 16.2%, which, if approved, would be added to retail customer bills in two steps, approximately 11.7% in 2025 and approximately 4.5% in 2026. Duke Energy Indiana requested an ROE of 10.5% with an equity ratio of 53%. The rate increase is driven by $1.6 billion in investments made since the last general rate case filed in 2019 in order to reliably serve customers, improve resiliency of the system, and advance environmental sustainability. An evidentiary hearing is scheduled to begin August 29, 2024.


FINANCIAL STATEMENTS			REGULATORY MATTERS

Piedmont

2024 North Carolina Rate Case

On April 1, 2024, Piedmont filed an application with the NCUC for a rate increase for retail customers of approximately $159 million, which represents a 12.5% increase in retail revenues. Piedmont requested an ROE of 10.5% with an equity ratio of 53%. The rate increase is driven by significant infrastructure upgrade investments since the last general rate case, offset by lower fixed natural gas costs and remaining federal and state tax reform savings to be received by customers. Approximately 40% of the plant additions being rolled into rate base are categories of plant investment that are covered under the IMR mechanism, which was originally approved as part of the 2013 North Carolina Rate Case. Piedmont plans to implement revised interim rates by November 1, 2024.

5. COMMITMENTS AND CONTINGENCIES

ENVIRONMENTAL

Remediation Activities

In addition to AROs recorded as a result of various environmental regulations, the Duke Energy Registrants are responsible for environmental remediation at various sites. These include certain properties that are part of ongoing operations and sites formerly owned or used by Duke Energy entities. These sites are in various stages of investigation, remediation and monitoring. Managed in conjunction with relevant federal, state and local agencies, remediation activities vary based on site conditions and location, remediation requirements, complexity and sharing of responsibility. If remediation activities involve joint and several liability provisions, strict liability, or cost recovery or contribution actions, the Duke Energy Registrants could potentially be held responsible for environmental impacts caused by other potentially responsible parties and may also benefit from insurance policies or contractual indemnities that cover some or all cleanup costs. Liabilities are recorded when losses become probable and are reasonably estimable. The total costs that may be incurred cannot be estimated because the extent of environmental impact, allocation among potentially responsible parties, remediation alternatives and/or regulatory decisions have not yet been determined at all sites. Additional costs associated with remediation activities are likely to be incurred in the future and could be significant. Costs are typically expensed as Operation, maintenance and other on the Condensed Consolidated Statements of Operations unless regulatory recovery of the costs is deemed probable.

The following table contains information regarding reserves for probable and estimable costs related to the various environmental sites. These reserves are recorded in Accounts Payable within Other Current Liabilities and Other within Other Noncurrent Liabilities on the Condensed Consolidated Balance Sheets.


(in millions)	March 31, 2024		December 31, 2023
Reserves for Environmental Remediation
Duke Energy	$	86	$	88
Duke Energy Carolinas	23		23
Progress Energy	19		19
Duke Energy Progress	9		9
Duke Energy Florida	10		10
Duke Energy Ohio	34		36
Duke Energy Indiana	2		2
Piedmont	7		7

Additional losses in excess of recorded reserves that could be incurred for the stages of investigation, remediation and monitoring for environmental sites that have been evaluated at this time are not material.

LITIGATION

For open litigation, unless otherwise noted, Duke Energy and the Subsidiary Registrants cannot predict the outcome or ultimate resolution of their respective matters.

Duke Energy

Texas Storm Uri Tort Litigation

Duke Energy (Parent), several Duke Energy renewables project companies, and others in the ERCOT market were named in multiple lawsuits arising out of Texas Storm Uri, which occurred in February 2021. These lawsuits seek recovery for property damage, personal injury and wrongful death allegedly caused by the power outages that plaintiffs claim were the collective failure of generators including Duke Energy entities, transmission and distribution operators (TDUs), retail energy providers, and all others, including ERCOT. The cases were consolidated into a Texas state court multidistrict litigation (MDL) proceeding for discovery and pre-trial motions. Five MDL cases were designated as lead cases in which motions to dismiss were filed and all other cases were stayed.


FINANCIAL STATEMENTS			COMMITMENTS AND CONTINGENCIES

On January 28, 2023, the court denied certain motions including those by the generator defendants and TDUs and granted others. The generators and TDUs filed separate petitions for Writ of Mandamus to the Texas Court of Appeals seeking to overturn the denials. The TDUs' petition, filed first, was accepted and oral argument was held on October 23, 2023. In the cases against the generators, plaintiffs have dismissed the claims against Duke Energy (Parent). However, before Duke Energy (Parent) was dismissed from all cases, on December 14, 2023, without argument, the Court of Appeals accepted mandamus of the generator defendants’ appeal, which includes all Duke Energy entities, and directed the MDL court to dismiss all claims. Plaintiffs filed their Petition for Reconsideration on January 29, 2024, and the generator defendants responded on May 6, 2024. Regardless of the outcome of any motion for reconsideration or appeal, claims against Duke Energy (Parent) will remain dismissed. In October 2023, in conjunction with the closing of the sale of the utility-scale solar and wind group, all but one of the project company lawsuits transferred to Brookfield. Based on legal proceedings to date and applicable insurance and reinsurance coverage, Duke Energy (Parent) does not anticipate any material financial impacts with this remaining case. See Note 2 for more information related to the sale of the Commercial Renewables Disposal Groups.

Duke Energy Carolinas

NTE Carolinas II, LLC Litigation

In November 2017, Duke Energy Carolinas entered into a standard FERC large generator interconnection agreement (LGIA) with NTE Carolinas II, LLC (NTE), a company that proposed to build a combined-cycle natural gas plant in Rockingham County, North Carolina. On September 6, 2019, Duke Energy Carolinas filed a lawsuit in Mecklenburg County Superior Court against NTE for breach of contract, alleging that NTE's failure to pay benchmark payments for Duke Energy Carolinas' transmission system upgrades required under the interconnection agreement constituted a termination of the interconnection agreement. Duke Energy Carolinas sought a monetary judgment against NTE because NTE failed to make multiple milestone payments. The lawsuit was moved to federal court in North Carolina. NTE filed a motion to dismiss Duke Energy Carolinas’ complaint and brought counterclaims alleging anti-competitive conduct and violations of state and federal statutes. Duke Energy Carolinas filed a motion to dismiss NTE's counterclaims. Both NTE's and Duke Energy Carolinas' motions to dismiss were subsequently denied by the court.

On May 21, 2020, in response to a NTE petition challenging Duke Energy Carolinas' termination of the LGIA, FERC issued a ruling that 1) it has exclusive jurisdiction to determine whether a transmission provider may terminate an LGIA; 2) FERC approval is required to terminate a conforming LGIA if objected to by the interconnection customer; and 3) Duke Energy may not announce the termination of a conforming LGIA unless FERC has approved the termination. FERC's Office of Enforcement also initiated an investigation of Duke Energy Carolinas into matters pertaining to the LGIA. On April 6, 2023, Duke Energy Carolinas received notice from the FERC Office of Enforcement that they have closed their non-public investigation with no further action recommended.

Following completion of discovery, Duke Energy Carolinas filed a motion for summary judgment seeking a ruling in its favor as to some of its affirmative claims against NTE and to all of NTE’s counterclaims. On June 24, 2022, the court issued an order partially granting Duke Energy Carolinas' motion by dismissing NTE's counterclaims that Duke Energy Carolinas engaged in anti-competitive behavior in violation of state and federal statutes. On October 12, 2022, the parties executed a settlement agreement with respect to the remaining breach of contract claims in the litigation and a Stipulation of Dismissal was filed with the court on October 13, 2022. On November 11, 2022, NTE filed its Notice of Appeal to the U.S. Court of Appeals for the Fourth Circuit as to the District Court's summary judgment ruling in Duke Energy Carolinas' favor on NTE's antitrust and unfair competition claims. Briefing on NTE's appeal was completed on June 30, 2023. Oral argument is scheduled for May 7, 2024.

Asbestos-related Injuries and Damages Claims

Duke Energy Carolinas has experienced numerous claims for indemnification and medical cost reimbursement related to asbestos exposure. These claims relate to damages for bodily injuries alleged to have arisen from exposure to or use of asbestos in connection with construction and maintenance activities conducted on its electric generation plants prior to 1985.

Duke Energy Carolinas has recognized asbestos-related reserves of $417 million at March 31, 2024, and $423 million at December 31, 2023. These reserves are classified in Other within Other Noncurrent Liabilities and Other within Current Liabilities on the Condensed Consolidated Balance Sheets. These reserves are based on Duke Energy Carolinas' best estimate for current and future asbestos claims through 2043 and are recorded on an undiscounted basis. In light of the uncertainties inherent in a longer-term forecast, management does not believe they can reasonably estimate the indemnity and medical costs that might be incurred after 2043 related to such potential claims. It is possible Duke Energy Carolinas may incur asbestos liabilities in excess of the recorded reserves.

Duke Energy Carolinas has third-party insurance to cover certain losses related to asbestos-related injuries and damages above an aggregate self-insured retention. Receivables for insurance recoveries were $572 million at March 31, 2024, and December 31, 2023. These amounts are classified in Other within Other Noncurrent Assets and Receivables within Current Assets on the Condensed Consolidated Balance Sheets. Any future payments up to the policy limit will be reimbursed by the third-party insurance carrier. Duke Energy Carolinas is not aware of any uncertainties regarding the legal sufficiency of insurance claims. Duke Energy Carolinas believes the insurance recovery asset is probable of recovery as the insurance carrier continues to have a strong financial strength rating.

The reserve for credit losses for insurance receivables is $9 million as of March 31, 2024, and December 31, 2023, for both Duke Energy and Duke Energy Carolinas. The insurance receivable is evaluated based on the risk of default and the historical losses, current conditions and expected conditions around collectability. Management evaluates the risk of default annually based on payment history, credit rating and changes in the risk of default from credit agencies.


FINANCIAL STATEMENTS			COMMITMENTS AND CONTINGENCIES

Duke Energy Indiana

Coal Ash Insurance Coverage Litigation

In June 2022, Duke Energy Indiana filed a civil action in Indiana Superior Court against various insurance companies seeking declaratory relief with respect to insurance coverage for coal combustion residuals-related expenses and liabilities covered by third-party liability insurance policies. The insurance policies cover the 1969-1972 and 1984-1985 periods and provide third-party liability insurance for claims and suits alleging property damage, bodily injury and personal injury (or a combination thereof). A trial date has not yet been set. On June 30, 2023, Duke Energy Indiana and Associated Electric and Gas Insurance Services (AEGIS) reached a confidential settlement, the results of which were not material to Duke Energy, and as a result, AEGIS was dismissed from the litigation on July 13, 2023. On December 11, 2023, Duke Energy Indiana and Munich Reinsurance America, Inc. (formerly known as American Re-Insurance Company) (AmRe) reached a confidential settlement, the results of which were not material, and AmRe was dismissed from the litigation on January 18, 2024. The lawsuit remains pending as to the other insurers but is stayed until June 14, 2024, to allow for further settlement negotiations with other defendants.

Other Litigation and Legal Proceedings

The Duke Energy Registrants are involved in other legal, tax and regulatory proceedings arising in the ordinary course of business, some of which involve significant amounts. The Duke Energy Registrants believe the final disposition of these proceedings will not have a material effect on their results of operations, cash flows or financial position. Reserves are classified on the Condensed Consolidated Balance Sheets in Other within Other Noncurrent Liabilities and Other within Current Liabilities.

OTHER COMMITMENTS AND CONTINGENCIES

General

As part of their normal business, the Duke Energy Registrants are party to various financial guarantees, performance guarantees and other contractual commitments to extend guarantees of credit and other assistance to various subsidiaries, investees and other third parties. These guarantees involve elements of performance and credit risk, which are not fully recognized on the Condensed Consolidated Balance Sheets and have uncapped maximum potential payments. However, the Duke Energy Registrants do not believe these guarantees will have a material effect on their results of operations, cash flows or financial position.

In addition, the Duke Energy Registrants enter into various fixed-price, noncancelable commitments to purchase or sell power or natural gas, take-or-pay arrangements, transportation, or throughput agreements and other contracts that may or may not be recognized on their respective Condensed Consolidated Balance Sheets. Some of these arrangements may be recognized at fair value on their respective Condensed Consolidated Balance Sheets if such contracts meet the definition of a derivative and the NPNS exception does not apply. In most cases, the Duke Energy Registrants’ purchase obligation contracts contain provisions for price adjustments, minimum purchase levels and other financial commitments.

6. DEBT AND CREDIT FACILITIES

In April 2024, Duke Energy issued 750 million euros aggregate principal amount of 3.75% senior notes due April 2031. Duke Energy's obligations under its euro-denominated fixed-rate notes were effectively converted to fixed-rate U.S. dollars at issuance through cross-currency swaps, mitigating foreign currency exchange risk associated with the interest and principal payments. The $815 million equivalent in U.S. dollars were used to repay a portion of a $1 billion debt maturity due April 2024, pay down short-term debt and for general corporate purposes. See Note 9 for additional information.

In April 2024, Duke Energy Florida issued $173 million of First Mortgage Bonds due April 2074, with an interest rate of SOFR minus 35 basis points. Proceeds were used to pay down a portion of the DEFR accounts receivable securitization facility maturing in April 2024, and for general company purposes. The terms of the indenture could require repayment in less than 12 months if exercised by the bondholders and, as such, these first mortgage bonds will be classified as Current maturities of long-term debt on the Condensed Consolidated Balance Sheets.

In April 2024, Duke Energy Progress issued $177 million of storm recovery bonds at an interest rate of 5.404%. Proceeds were used to finance the South Carolina portion of restoration expenditures related to the following storms: Pax, Ulysses, Matthew, Florence, Michael, Dorian, Izzy and Jasper. See notes 4 and 12 for more information.


FINANCIAL STATEMENTS			DEBT AND CREDIT FACILITIES

SUMMARY OF SIGNIFICANT DEBT ISSUANCES

The following table summarizes significant debt issuances (in millions).


				Three Months Ended March 31, 2024
						Duke		Duke		Duke		Duke		Duke
	Maturity	Interest		Duke		Energy		Energy		Energy		Energy		Energy
Issuance Date	Date	Rate		Energy		(Parent)		Carolinas		Progress		Ohio		Indiana
Unsecured Debt
January 2024(a)	January 2027	4.85	%	$	600	$	600	$	—	$	—	$	—	$	—
January 2024(a)	January 2029	4.85	%	650		650		—		—		—		—



First Mortgage Bonds
January 2024(b)	January 2034	4.85	%	$	575	$	—	$	575	$	—	$	—	$	—
January 2024(b)	January 2054	5.40	%	425		—		425		—		—		—
March 2024(b)	March 2034	5.25	%	300		—		—		—		—		300
March 2024(c)	March 2034	5.10	%	500		—		—		500		—		—
March 2024(d)	March 2054	5.55	%	425		—		—		—		425		—





Total issuances				$	3,475	$	1,250	$	1,000	$	500	$	425	$	300

(a)Proceeds were used to repay the remaining $1 billion outstanding on Duke Energy (Parent)'s variable rate Term Loan Facility due March 2024, pay down a portion of short-term debt and for general corporate purposes. Duke Energy (Parent)'s Term Loan Facility was terminated in March 2024 in conjunction with the payoff of remaining borrowings.

(b)Proceeds were used to pay down a portion of short-term debt and for general company purposes.

(c)Proceeds were used to fund eligible green energy projects, pay down a portion of short-term debt and for general company purposes.

(d)Proceeds were used to pay down a portion of short-term debt and for general corporate purposes.

CURRENT MATURITIES OF LONG-TERM DEBT

The following table shows the significant components of Current maturities of long-term debt on the Condensed Consolidated Balance Sheets. The Duke Energy Registrants currently anticipate satisfying these obligations with cash on hand and proceeds from additional borrowings.


(in millions)	Maturity Date	Interest Rate		March 31, 2024
Unsecured Debt



Duke Energy (Parent)	April 2024	3.750	%	$	1,000


Secured Debt
Duke Energy Florida(a)	April 2024	6.395	%	163
Duke Energy Florida(a)	April 2024	6.226	%	162
Duke Energy Carolinas(a)	January 2025	6.176	%	500
First Mortgage Bonds
Duke Energy Florida(b)	October 2073	4.922	%	200

Other(c)				249
Current maturities of long-term debt				$	2,274

(a)Debt has a floating interest rate. In April 2024, Duke Energy Florida repaid the $325 million in total borrowings outstanding under the DEFR accounts receivable securitization facility maturing in April 2024 and terminated the facility. See Note 12 for additional information.

(b)While final maturity is October 2073, these first mortgage bonds are classified as Current maturities of long-term debt on the Consolidated Balance Sheets, based on terms of the indenture, which could require repayment in less than 12 months if exercised by the bondholders.

(c)Includes finance lease obligations, amortizing debt, tax-exempt bonds with mandatory put options and small bullet maturities.

AVAILABLE CREDIT FACILITIES

Master Credit Facility

In March 2024, Duke Energy extended the termination date of its existing $9 billion Master Credit Facility to March 2029. The Duke Energy Registrants, excluding Progress Energy, have borrowing capacity under the Master Credit Facility up to a specified sublimit for each borrower. Duke Energy has the unilateral ability at any time to increase or decrease the borrowing sublimits of each borrower, subject to a maximum sublimit for each borrower. The amount available under the Master Credit Facility has been reduced to backstop issuances of commercial paper, certain letters of credit and variable-rate demand tax-exempt bonds that may be put to the Duke Energy Registrants at the option of the holder. An amendment in conjunction with the issuance of the Convertible Senior Notes due April 2026 clarifies that payments due as a result of a conversion of a convertible note would not constitute an event of default.


FINANCIAL STATEMENTS			DEBT AND CREDIT FACILITIES

The table below includes the current borrowing sublimits and available capacity under these credit facilities.


	March 31, 2024
			Duke		Duke		Duke		Duke		Duke		Duke
	Duke		Energy		Energy		Energy		Energy		Energy		Energy
(in millions)	Energy		(Parent)		Carolinas		Progress		Florida		Ohio		Indiana		Piedmont
Facility size(a)	$	9,000	$	2,275	$	1,400	$	1,575	$	950	$	1,050	$	950	$	800
Reduction to backstop issuances
Commercial paper(b)	(3,759)		(1,309)		(355)		(904)		(66)		(331)		(286)		(508)
Outstanding letters of credit	(38)		(26)		(4)		(1)		(7)		—		—		—
Tax-exempt bonds	(81)		—		—		—		—		—		(81)		—

Available capacity under the Master Credit Facility	$	5,122	$	940	$	1,041	$	670	$	877	$	719	$	583	$	292

(a)Represents the sublimit of each borrower.

(b)Duke Energy issued $625 million of commercial paper and loaned the proceeds through the money pool to Duke Energy Carolinas, Duke Energy Progress, Duke Energy Ohio and Duke Energy Indiana. The balances are classified as Long-Term Debt Payable to Affiliated Companies on the Condensed Consolidated Balance Sheets.

Duke Energy Term Loan Facility

On March 26, 2024, Duke Energy (Parent) entered into a 364-day term loan facility with commitments totaling $700 million. Any undrawn commitments could be drawn up until April 25, 2024 (30 days after the effective date of the agreement) or are otherwise ineligible to be drawn. On April 24, 2024, $500 million was drawn under the facility with borrowings used for general corporate purposes. Borrowings can be prepaid at any time throughout the term of the facility. The terms and conditions of the facility are generally consistent with those governing Duke Energy's Master Credit Facility.

7. GOODWILL

Duke Energy

Duke Energy's Goodwill balance of $19.3 billion is allocated $17.4 billion to EU&I and $1.9 billion to GU&I on Duke Energy's Condensed Consolidated Balance Sheets at March 31, 2024, and December 31, 2023. There are no accumulated impairment charges.

Duke Energy Ohio

Duke Energy Ohio's Goodwill balance of $920 million, allocated $596 million to EU&I and $324 million to GU&I, is presented net of accumulated impairment charges of $216 million on the Condensed Consolidated Balance Sheets at March 31, 2024, and December 31, 2023.

Progress Energy

Progress Energy's Goodwill is included in the EU&I segment and there are no accumulated impairment charges.

Piedmont

Piedmont's Goodwill is included in the GU&I segment and there are no accumulated impairment charges.


FINANCIAL STATEMENTS			RELATED PARTY TRANSACTIONS

8. RELATED PARTY TRANSACTIONS

The Subsidiary Registrants engage in related party transactions in accordance with applicable state and federal commission regulations. Refer to the Condensed Consolidated Balance Sheets of the Subsidiary Registrants for balances due to or due from related parties. Transactions with related parties included on the Condensed Consolidated Statements of Operations and Comprehensive Income are presented in the following table.


	Three Months Ended March 31,
(in millions)	2024		2023
Duke Energy Carolinas
Corporate governance and shared service expenses(a)	$	214	$	196
Indemnification coverages(b)	11		9
JDA revenue(c)	16		13
JDA expense(c)	40		29
Intercompany natural gas purchases(d)	4		5
Progress Energy
Corporate governance and shared service expenses(a)	$	188	$	178
Indemnification coverages(b)	14		12
JDA revenue(c)	40		29
JDA expense(c)	16		13
Intercompany natural gas purchases(d)	19		19
Duke Energy Progress
Corporate governance and shared service expenses(a)	$	114	$	107
Indemnification coverages(b)	6		5
JDA revenue(c)	40		29
JDA expense(c)	16		13
Intercompany natural gas purchases(d)	19		19
Duke Energy Florida
Corporate governance and shared service expenses(a)	$	74	$	71
Indemnification coverages(b)	8		7
Duke Energy Ohio
Corporate governance and shared service expenses(a)	$	77	$	73
Indemnification coverages(b)	2		1
Duke Energy Indiana
Corporate governance and shared service expenses(a)	$	102	$	99
Indemnification coverages(b)	2		2
Piedmont
Corporate governance and shared service expenses(a)	$	41	$	38
Indemnification coverages(b)	1		1
Intercompany natural gas sales(d)	23		24
Natural gas storage and transportation costs(e)	6		6

(a)The Subsidiary Registrants are charged their proportionate share of corporate governance and other shared services costs, primarily related to human resources, employee benefits, information technology, legal and accounting fees, as well as other third-party costs. These amounts are primarily recorded in Operation, maintenance and other and Impairment of assets and other charges on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(b)The Subsidiary Registrants incur expenses related to certain indemnification coverages through Bison, Duke Energy’s wholly owned captive insurance subsidiary. These expenses are recorded in Operation, maintenance and other on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(c)Duke Energy Carolinas and Duke Energy Progress participate in a JDA, which allows the collective dispatch of power plants between the service territories to reduce customer rates. Revenues from the sale of power and expenses from the purchase of power pursuant to the JDA are recorded in Operating Revenues and Fuel used in electric generation and purchased power, respectively, on the Condensed Consolidated Statements of Operations and Comprehensive Income.

(d)Piedmont provides long-term natural gas delivery service to certain Duke Energy Carolinas and Duke Energy Progress natural gas-fired generation facilities. Piedmont records the sales in Operating Revenues, and Duke Energy Carolinas and Duke Energy Progress record the related purchases as a component of Fuel used in electric generation and purchased power on their respective Condensed Consolidated Statements of Operations and Comprehensive Income.

(e)Piedmont has related party transactions as a customer of its equity method investments in Pine Needle LNG Company, LLC, Hardy Storage Company, LLC and Cardinal Pipeline Company, LLC natural gas storage and transportation facilities. These expenses are included in Cost of natural gas on Piedmont's Condensed Consolidated Statements of Operations and Comprehensive Income.


FINANCIAL STATEMENTS			RELATED PARTY TRANSACTIONS

In addition to the amounts presented above, the Subsidiary Registrants have other affiliate transactions, including rental of office space, participation in a money pool arrangement, other operational transactions, such as pipeline lease arrangements, and their proportionate share of certain charged expenses. These transactions of the Subsidiary Registrants are incurred in the ordinary course of business and are eliminated in consolidation.

As discussed in Note 12, certain trade receivables were previously sold by Duke Energy Ohio and Duke Energy Indiana to CRC, an affiliate formed by a subsidiary of Duke Energy. The proceeds obtained from the sales of receivables were largely cash but included a subordinated note from CRC for a portion of the purchase price. In March 2024, Duke Energy repaid all outstanding CRC borrowings and terminated the related CRC credit facility.

Intercompany Income Taxes

Duke Energy and the Subsidiary Registrants file a consolidated federal income tax return and other state and jurisdictional returns. The Subsidiary Registrants have a tax sharing agreement with Duke Energy for the allocation of consolidated tax liabilities and benefits. Income taxes recorded represent amounts the Subsidiary Registrants would incur as separate C-Corporations. The following table includes the balance of intercompany income tax receivables and payables for the Subsidiary Registrants.


	Duke				Duke		Duke		Duke		Duke
	Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
March 31, 2024
Intercompany income tax receivable	$	—	$	—	$	—	$	—	$	—	$	9	$	—
Intercompany income tax payable	39		30		69		31		15		—		76

December 31, 2023
Intercompany income tax receivable	$	—	$	—	$	—	$	—	$	91	$	53	$	—
Intercompany income tax payable	81		92		94		114		—		—		57

9. DERIVATIVES AND HEDGING

The Duke Energy Registrants use commodity, interest rate and foreign currency contracts to manage commodity price risk, interest rate risk and foreign currency exchange rate risk. The primary use of commodity derivatives is to hedge the generation portfolio against changes in the prices of electricity and natural gas. Piedmont enters into natural gas supply contracts to provide diversification, reliability and natural gas cost benefits to its customers. Interest rate derivatives are used to manage interest rate risk associated with borrowings. Foreign currency derivatives are used to manage risk related to foreign currency exchange rates on certain issuances of debt.

All derivative instruments not identified as NPNS are recorded at fair value as assets or liabilities on the Condensed Consolidated Balance Sheets. Cash collateral related to derivative instruments executed under master netting arrangements is offset against the collateralized derivatives on the Condensed Consolidated Balance Sheets. The cash impacts of settled derivatives are recorded as operating activities or financing activities on the Condensed Consolidated Statements of Cash Flows consistent with the classification of the hedged transaction.

INTEREST RATE RISK

The Duke Energy Registrants are exposed to changes in interest rates as a result of their issuance or anticipated issuance of variable-rate and fixed-rate debt and commercial paper. Interest rate risk is managed by limiting variable-rate exposures to a percentage of total debt and by monitoring changes in interest rates. To manage risk associated with changes in interest rates, the Duke Energy Registrants may enter into interest rate swaps, U.S. Treasury lock agreements and other financial contracts. In anticipation of certain fixed-rate debt issuances, a series of forward-starting interest rate swaps or Treasury locks may be executed to lock in components of current market interest rates. These instruments are later terminated prior to or upon the issuance of the corresponding debt.

Cash Flow Hedges

For a derivative designated as hedging the exposure to variable cash flows of a future transaction, referred to as a cash flow hedge, the effective portion of the derivative's gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings once the future transaction impacts earnings. Amounts for interest rate contracts are reclassified to earnings as interest expense over the term of the related debt. Gains and losses reclassified out of accumulated other comprehensive income (loss) for the three months ended March 31, 2024, and 2023, were not material. Duke Energy's interest rate derivatives designated as hedges include forward-starting interest rate swaps not accounted for under regulatory accounting.

Undesignated Contracts

Undesignated contracts primarily include contracts not designated as a hedge because they are accounted for under regulatory accounting or contracts that do not qualify for hedge accounting.

Duke Energy’s interest rate swaps for its regulated operations employ regulatory accounting. With regulatory accounting, the mark-to-market gains or losses on the swaps are deferred as regulatory liabilities or regulatory assets, respectively. Regulatory assets and liabilities are amortized consistent with the treatment of the related costs in the ratemaking process. The accrual of interest on the swaps is recorded as Interest Expense on the Duke Energy Registrant's Condensed Consolidated Statements of Operations and Comprehensive Income.


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING

The following tables show notional amounts of outstanding derivatives related to interest rate risk.


	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Indiana		Ohio
Cash flow hedges	$	2,550	$	—	$	—	$	—	$	—	$	—	$	—
Undesignated contracts	2,402		850		1,325		875		450		200		27
Total notional amount	$	4,952	$	850	$	1,325	$	875	$	450	$	200	$	27


	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Indiana		Ohio
Cash flow hedges	$	2,300	$	—	$	—	$	—	$	—	$	—	$	—
Undesignated contracts	2,727		1,050		1,250		925		325		400		27
Total notional amount	$	5,027	$	1,050	$	1,250	$	925	$	325	$	400	$	27

COMMODITY PRICE RISK

The Duke Energy Registrants are exposed to the impact of changes in the prices of electricity purchased and sold in bulk power markets and natural gas purchases, including Piedmont's natural gas supply contracts. Exposure to commodity price risk is influenced by a number of factors including the term of contracts, the liquidity of markets and delivery locations. To manage risk associated with commodity prices, the Duke Energy Registrants may enter into long-term power purchase or sales contracts and long-term natural gas supply agreements.

Undesignated Contracts

Undesignated contracts primarily include contracts not designated as a hedge because they are accounted for under regulatory accounting or contracts that do not qualify for hedge accounting.

For the Subsidiary Registrants, bulk power electricity and natural gas purchases flow through fuel adjustment clauses, formula-based contracts or other cost-sharing mechanisms. Differences between the costs included in rates and the incurred costs, including undesignated derivative contracts, are largely deferred as regulatory assets or regulatory liabilities. Piedmont policies allow for the use of financial instruments to hedge commodity price risks. The strategy and objective of these hedging programs are to use the financial instruments to reduce natural gas cost volatility for customers.

Volumes

The tables below include volumes of outstanding commodity derivatives. Amounts disclosed represent the absolute value of notional volumes of commodity contracts excluding NPNS. The Duke Energy Registrants have netted contractual amounts where offsetting purchase and sale contracts exist with identical delivery locations and times of delivery. Where all commodity positions are perfectly offset, no quantities are shown.


	March 31, 2024
		Duke		Duke	Duke	Duke
	Duke	Energy	Progress	Energy	Energy	Energy
	Energy	Carolinas	Energy	Progress	Ohio	Indiana	Piedmont
Electricity (GWh)	4,981	—	—	—	669	4,312	—
Natural gas (millions of dekatherms)	813	266	259	259	—	35	253


	December 31, 2023
		Duke		Duke	Duke	Duke
	Duke	Energy	Progress	Energy	Energy	Energy
	Energy	Carolinas	Energy	Progress	Ohio	Indiana	Piedmont
Electricity (GWh)	13,608	—	—	—	1,616	11,992	—
Natural gas (millions of dekatherms)	846	279	274	274	—	30	263

FOREIGN CURRENCY RISK

Duke Energy may enter into foreign currency derivatives to hedge exposure to changes in foreign currency exchange rates, such as that arising from the issuance of debt denominated in a currency other than U.S. dollars.


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING

Fair Value Hedges

Derivatives related to existing fixed-rate securities are accounted for as fair value hedges, where the derivatives’ fair value gains or losses and hedged items’ fair value gains or losses are both recorded directly to earnings on the same income statement line item, including foreign currency gains or losses arising from changes in the U.S. currency exchange rates. Duke Energy has elected to exclude the cross-currency basis spread from the assessment of effectiveness in the fair value hedges of its foreign currency risk and record any difference between the change in the fair value of the excluded components and the amounts recognized in earnings as a component of other comprehensive income or loss.

The following table shows Duke Energy's outstanding derivatives related to foreign currency risk at March 31, 2024.


										Fair Value Gain (Loss)(a)
										(in millions)
	Pay Notional				Receive Notional		Receive		Hedge	Three Months Ended March 31,
	(in millions)		Pay Rate		(in millions)		Rate		Maturity Date		2024		2023
Fair value hedges
	$	645	4.75	%	600	euros	3.10	%	June 2028		$	2	$	5
	537		5.31	%	500	euros	3.85	%	June 2034		2		5
Total notional amount	$	1,182			1,100	euros					$	4	$	10

(a) Amounts are recorded in Other Income and expenses, net on the Condensed Consolidated Statement of Operations, which offsets an equal translation adjustment of the foreign denominated debt. See the Condensed Consolidated Statements of Comprehensive Income for amounts excluded from the assessment of effectiveness for which the difference between changes in fair value and periodic amortization is recorded.

In April 2024, Duke Energy issued 750 million euros aggregate principal amount of 3.75% senior notes due 2031. The notes were effectively converted to fixed-rate U.S. dollars at issuance for $815 million at 5.648%. See Note 6 for additional information.

LOCATION AND FAIR VALUE OF DERIVATIVE ASSETS AND LIABILITIES RECOGNIZED IN THE CONDENSED CONSOLIDATED BALANCE SHEETS

The following tables show the fair value and balance sheet location of derivative instruments. Although derivatives subject to master netting arrangements are netted on the Condensed Consolidated Balance Sheets, the fair values presented below are shown gross and cash collateral on the derivatives has not been netted against the fair values shown.


Derivative Assets	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Commodity Contracts



Not Designated as Hedging Instruments
Current	$	21	$	1	$	11	$	1	$	10	$	—	$	7	$	1
Noncurrent	54		25		29		29		—		—		—		—
Total Derivative Assets – Commodity Contracts	$	75	$	26	$	40	$	30	$	10	$	—	$	7	$	1
Interest Rate Contracts
Designated as Hedging Instruments
Current	$	74	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Noncurrent	40		—		—		—		—		—		—		—
Not Designated as Hedging Instruments

Noncurrent	43		9		17		17		—		—		17		—
Total Derivative Assets – Interest Rate Contracts	$	157	$	9	$	17	$	17	$	—	$	—	$	17	$	—
Foreign Currency Contracts
Designated as Hedging Instruments

Noncurrent	$	23	$	—	$	—	$	—	$	—	$	—	$	—	$	—



Total Derivative Assets – Foreign Currency Contracts	$	23	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Derivative Assets	$	255	$	35	$	57	$	47	$	10	$	—	$	24	$	1


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING


Derivative Liabilities	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Commodity Contracts



Not Designated as Hedging Instruments
Current	$	335	$	175	$	126	$	126	$	—	$	—	$	19	$	14
Noncurrent	213		53		48		48		—		—		—		112
Total Derivative Liabilities – Commodity Contracts	$	548	$	228	$	174	$	174	$	—	$	—	$	19	$	126
Interest Rate Contracts
Designated as Hedging Instruments
Current	$	14	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Noncurrent	11		—		—		—		—		—		—		—
Not Designated as Hedging Instruments

Noncurrent	21		6		14		7		7		1		—		—
Total Derivative Liabilities – Interest Rate Contracts	$	46	$	6	$	14	$	7	$	7	$	1	$	—	$	—
Foreign Currency Contracts
Designated as Hedging Instruments
Current	$	18	$	—	$	—	$	—	$	—	$	—	$	—	$	—




Total Derivative Liabilities – Foreign Currency Contracts	$	18	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Derivative Liabilities	$	612	$	234	$	188	$	181	$	7	$	1	$	19	$	126


Derivative Assets	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Commodity Contracts



Not Designated as Hedging Instruments
Current	$	25	$	1	$	3	$	1	$	2	$	1	$	18	$	1
Noncurrent	57		26		31		31		—		—		—		—
Total Derivative Assets – Commodity Contracts	$	82	$	27	$	34	$	32	$	2	$	1	$	18	$	1
Interest Rate Contracts
Designated as Hedging Instruments
Current	$	31	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Noncurrent	17		—		—		—		—		—		—		—
Not Designated as Hedging Instruments
Current	$	5	$	5	$	—	$	—	$	—	$	—	$	—	$	—
Noncurrent	10		3		—		—		—		—		7		—
Total Derivative Assets – Interest Rate Contracts	$	63	$	8	$	—	$	—	$	—	$	—	$	7	$	—
Foreign Currency Contracts
Designated as Hedging Instruments

Noncurrent	$	44	$	—	$	—	$	—	$	—	$	—	$	—	$	—



Total Derivative Assets – Foreign Currency Contracts	$	44	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Derivative Assets	$	189	$	35	$	34	$	32	$	2	$	1	$	25	$	1


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING


Derivative Liabilities	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Commodity Contracts



Not Designated as Hedging Instruments
Current	$	354	$	177	$	138	$	138	$	—	$	—	$	18	$	20
Noncurrent	255		67		61		61		—		—		—		127
Total Derivative Liabilities – Commodity Contracts	$	609	$	244	$	199	$	199	$	—	$	—	$	18	$	147
Interest Rate Contracts
Designated as Hedging Instruments
Current	$	25	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Noncurrent	26		—		—		—		—		—		—		—
Not Designated as Hedging Instruments
Current	$	13	$	2	$	11	$	11	$	—	$	—	$	—	$	—
Noncurrent	39		14		24		9		15		1		—		—
Total Derivative Liabilities – Interest Rate Contracts	$	103	$	16	$	35	$	20	$	15	$	1	$	—	$	—
Foreign Currency Contracts
Designated as Hedging Instruments
Current	$	17	$	—	$	—	$	—	$	—	$	—	$	—	$	—




Total Derivative Liabilities – Foreign Currency Contracts	$	17	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total Derivative Liabilities	$	729	$	260	$	234	$	219	$	15	$	1	$	18	$	147

OFFSETTING ASSETS AND LIABILITIES

The following tables present the line items on the Condensed Consolidated Balance Sheets where derivatives are reported. Substantially all of Duke Energy's outstanding derivative contracts are subject to enforceable master netting arrangements. The amounts shown are calculated by counterparty. Accounts receivable or accounts payable may also be available to offset exposures in the event of bankruptcy. These amounts are not included in the tables below.


Derivative Assets	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Current
Gross amounts recognized	$	95	$	1	$	11	$	1	$	10	$	—	$	7	$	1
Offset	(1)		(1)		(1)		(1)		—		—		—		—

Net amounts presented in Current Assets: Other	$	94	$	—	$	10	$	—	$	10	$	—	$	7	$	1
Noncurrent
Gross amounts recognized	$	160	$	34	$	46	$	46	$	—	$	—	$	17	$	—
Offset	(31)		(11)		(20)		(20)		—		—		—		—

Net amounts presented in Other Noncurrent Assets: Other	$	129	$	23	$	26	$	26	$	—	$	—	$	17	$	—


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING


Derivative Liabilities	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Current
Gross amounts recognized	$	367	$	175	$	126	$	126	$	—	$	—	$	19	$	14
Offset	(1)		(1)		(1)		(1)		—		—		—		—
Cash collateral posted	(85)		(39)		(26)		(26)		—		—		(19)		—
Net amounts presented in Current Liabilities: Other	$	281	$	135	$	99	$	99	$	—	$	—	$	—	$	14
Noncurrent
Gross amounts recognized	$	245	$	59	$	62	$	55	$	7	$	1	$	—	$	112
Offset	(31)		(11)		(20)		(20)		—		—		—		—
Cash collateral posted	$	(52)	$	(30)	$	(21)	$	(21)	$	—	$	—	$	—	$	—
Net amounts presented in Other Noncurrent Liabilities: Other	$	162	$	18	$	21	$	14	$	7	$	1	$	—	$	112


Derivative Assets	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Current
Gross amounts recognized	$	61	$	6	$	3	$	1	$	2	$	1	$	18	$	1
Offset	(2)		(1)		(1)		(1)		—		—		—		—

Net amounts presented in Current Assets: Other	$	59	$	5	$	2	$	—	$	2	$	1	$	18	$	1
Noncurrent
Gross amounts recognized	$	128	$	29	$	31	$	31	$	—	$	—	$	7	$	—
Offset	(37)		(14)		(22)		(22)		—		—		—		—

Net amounts presented in Other Noncurrent Assets: Other	$	91	$	15	$	9	$	9	$	—	$	—	$	7	$	—


Derivative Liabilities	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Current
Gross amounts recognized	$	409	$	179	$	149	$	149	$	—	$	—	$	18	$	20
Offset	(2)		(1)		(1)		(1)		—		—		—		—
Cash collateral posted	(96)		(48)		(30)		(30)		—		—		(18)		—
Net amounts presented in Current Liabilities: Other	$	311	$	130	$	118	$	118	$	—	$	—	$	—	$	20
Noncurrent
Gross amounts recognized	$	320	$	81	$	85	$	70	$	15	$	1	$	—	$	127
Offset	(37)		(14)		(22)		(22)		—		—		—		—
Cash collateral posted	(66)		(38)		(28)		(28)		—		—		—		—
Net amounts presented in Other Noncurrent Liabilities: Other	$	217	$	29	$	35	$	20	$	15	$	1	$	—	$	127


FINANCIAL STATEMENTS			DERIVATIVES AND HEDGING

OBJECTIVE CREDIT CONTINGENT FEATURES

Certain derivative contracts contain objective credit contingent features. These features include the requirement to post cash collateral or letters of credit if specific events occur, such as a credit rating downgrade below investment grade. The following tables show information with respect to derivative contracts that are in a net liability position and contain objective credit risk-related payment provisions.


	March 31, 2024
			Duke				Duke
	Duke		Energy		Progress		Energy
(in millions)	Energy		Carolinas		Energy		Progress
Aggregate fair value of derivatives in a net liability position	$	314	$	167	$	147	$	147
Fair value of collateral already posted	117		70		48		48
Additional cash collateral or letters of credit in the event credit risk-related contingent features were triggered	$	197	$	97	$	99	$	99


	December 31, 2023
			Duke				Duke
	Duke		Energy		Progress		Energy
(in millions)	Energy		Carolinas		Energy		Progress
Aggregate fair value of derivatives in a net liability position	$	342	$	175	$	166	$	166
Fair value of collateral already posted	144		86		58		58
Additional cash collateral or letters of credit in the event credit risk-related contingent features were triggered	$	198	$	89	$	108	$	108

The Duke Energy Registrants have elected to offset cash collateral and fair values of derivatives. For amounts to be netted, the derivative and cash collateral must be executed with the same counterparty under the same master netting arrangement.

10. INVESTMENTS IN DEBT AND EQUITY SECURITIES

Duke Energy’s investments in debt and equity securities are primarily comprised of investments held in (i) the NDTF at Duke Energy Carolinas, Duke Energy Progress and Duke Energy Florida, (ii) the grantor trusts at Duke Energy Progress, Duke Energy Florida and Duke Energy Indiana related to OPEB plans and (iii) Bison. The Duke Energy Registrants classify investments in debt securities as Available for Sale (AFS) and investments in equity securities as fair value through net income (FV-NI).

For investments in debt securities classified as AFS, the unrealized gains and losses are included in other comprehensive income until realized, at which time they are reported through net income. For investments in equity securities classified as FV-NI, both realized and unrealized gains and losses are reported through net income. Substantially all of Duke Energy’s investments in debt and equity securities qualify for regulatory accounting, and accordingly, all associated realized and unrealized gains and losses on these investments are deferred as a regulatory asset or liability.

Duke Energy classifies the majority of investments in debt and equity securities as long term, unless otherwise noted.

Investment Trusts

The investments within the Investment Trusts are managed by independent investment managers with discretion to buy, sell and invest pursuant to the guidelines set forth by the investment manager agreements and trust agreements. The Duke Energy Registrants have limited oversight of the day-to-day management of these investments. As a result, the ability to hold investments in unrealized loss positions is outside the control of the Duke Energy Registrants. Accordingly, all unrealized losses associated with debt securities within the Investment Trusts are recognized immediately and deferred to regulatory accounts where appropriate.

Other AFS Securities

Unrealized gains and losses on all other AFS securities are included in other comprehensive income until realized, unless it is determined the carrying value of an investment has a credit loss. The Duke Energy Registrants analyze all investment holdings each reporting period to determine whether a decline in fair value is related to a credit loss. If a credit loss exists, the unrealized credit loss is included in earnings. There were no material credit losses as of March 31, 2024, and December 31, 2023.

Other Investments amounts are recorded in Other within Other Noncurrent Assets on the Condensed Consolidated Balance Sheets.


FINANCIAL STATEMENTS			INVESTMENTS IN DEBT AND EQUITY SECURITIES

DUKE ENERGY

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are classified as FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
NDTF
Cash and cash equivalents	$	—	$	—	$	140	$	—	$	—	$	133
Equity securities	5,553		27		7,837		4,942		22		7,278
Corporate debt securities	8		46		659		12		43		632
Municipal bonds	4		16		332		6		16		347
U.S. government bonds	9		76		1,610		24		65		1,575

Other debt securities	—		13		209		1		13		178
Total NDTF Investments	$	5,574	$	178	$	10,787	$	4,985	$	159	$	10,143
Other Investments
Cash and cash equivalents	$	—	$	—	$	21	$	—	$	—	$	31
Equity securities	47		—		173		33		—		158
Corporate debt securities	—		6		87		—		6		82
Municipal bonds	—		1		79		1		2		77
U.S. government bonds	—		3		60		—		2		65
Other debt securities	—		3		45		—		2		47
Total Other Investments	$	47	$	13	$	465	$	34	$	12	$	460
Total Investments	$	5,621	$	191	$	11,252	$	5,019	$	171	$	10,603

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were as follows.


	Three Months Ended
(in millions)		March 31, 2024		March 31, 2023
FV-NI:
Realized gains		$	68	$	26
Realized losses		18		46
AFS:
Realized gains		10		8
Realized losses		14		32

DUKE ENERGY CAROLINAS

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are classified as FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
NDTF
Cash and cash equivalents	$	—	$	—	$	81	$	—	$	—	$	51
Equity securities	3,226		19		4,514		2,886		14		4,196
Corporate debt securities	2		37		397		4		35		390
Municipal bonds	—		4		38		—		4		50
U.S. government bonds	4		41		854		13		33		826
Other debt securities	—		13		191		1		13		172
Total NDTF Investments	$	3,232	$	114	$	6,075	$	2,904	$	99	$	5,685


FINANCIAL STATEMENTS			INVESTMENTS IN DEBT AND EQUITY SECURITIES

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were as follows.


	Three Months Ended
(in millions)		March 31, 2024		March 31, 2023
FV-NI:
Realized gains		$	53	$	18
Realized losses		6		29
AFS:
Realized gains		4		5
Realized losses		6		20

PROGRESS ENERGY

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are classified as FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
NDTF
Cash and cash equivalents	$	—	$	—	$	59	$	—	$	—	$	82
Equity securities	2,327		8		3,323		2,056		8		3,082
Corporate debt securities	6		9		262		8		8		242
Municipal bonds	4		12		294		6		12		297
U.S. government bonds	5		35		756		11		32		749

Other debt securities	—		—		18		—		—		6
Total NDTF Investments	$	2,342	$	64	$	4,712	$	2,081	$	60	$	4,458
Other Investments
Cash and cash equivalents	$	—	$	—	$	15	$	—	$	—	$	18

Municipal bonds	—		—		24		—		1		23
Total Other Investments	$	—	$	—	$	39	$	—	$	1	$	41
Total Investments	$	2,342	$	64	$	4,751	$	2,081	$	61	$	4,499

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were as follows.


	Three Months Ended
(in millions)		March 31, 2024		March 31, 2023
FV-NI:
Realized gains		$	15	$	8
Realized losses		12		17
AFS:
Realized gains		6		3
Realized losses		8		12


FINANCIAL STATEMENTS			INVESTMENTS IN DEBT AND EQUITY SECURITIES

DUKE ENERGY PROGRESS

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are classified as FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
NDTF
Cash and cash equivalents	$	—	$	—	$	48	$	—	$	—	$	55
Equity securities	2,216		8		3,200		1,956		8		2,970
Corporate debt securities	5		9		248		7		8		229
Municipal bonds	4		12		294		6		12		297
U.S. government bonds	5		22		539		10		18		518
Other debt securities	—		—		16		—		—		6
Total NDTF Investments	$	2,230	$	51	$	4,345	$	1,979	$	46	$	4,075
Other Investments
Cash and cash equivalents	$	—	$	—	$	12	$	—	$	—	$	14
Total Other Investments	$	—	$	—	$	12	$	—	$	—	$	14
Total Investments	$	2,230	$	51	$	4,357	$	1,979	$	46	$	4,089

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were as follows.


	Three Months Ended
(in millions)		March 31, 2024		March 31, 2023
FV-NI:
Realized gains		$	15	$	8
Realized losses		12		17
AFS:
Realized gains		6		3
Realized losses		8		12

DUKE ENERGY FLORIDA

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are classified as FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
NDTF
Cash and cash equivalents	$	—	$	—	$	11	$	—	$	—	$	27
Equity securities	111		—		123		100		—		112
Corporate debt securities	1		—		14		1		—		13

U.S. government bonds	—		13		217		1		14		231

Other debt securities	—		—		2		—		—		—
Total NDTF Investments(a)	$	112	$	13	$	367	$	102	$	14	$	383
Other Investments
Cash and cash equivalents	$	—	$	—	$	2	$	—	$	—	$	3

Municipal bonds	—		—		24		—		1		23
Total Other Investments	$	—	$	—	$	26	$	—	$	1	$	26
Total Investments	$	112	$	13	$	393	$	102	$	15	$	409

(a)During the three months ended March 31, 2024, and the year ended December 31, 2023, Duke Energy Florida received reimbursements from the NDTF for costs related to ongoing decommissioning activity of Crystal River Unit 3.


FINANCIAL STATEMENTS			INVESTMENTS IN DEBT AND EQUITY SECURITIES

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were immaterial.

DUKE ENERGY INDIANA

The following table presents the estimated fair value of investments in debt and equity securities; equity investments are measured at FV-NI and debt investments are classified as AFS.


	March 31, 2024						December 31, 2023
	Gross		Gross				Gross		Gross
	Unrealized		Unrealized		Estimated		Unrealized		Unrealized		Estimated
	Holding		Holding		Fair		Holding		Holding		Fair
(in millions)	Gains		Losses		Value		Gains		Losses		Value
Investments
Cash and cash equivalents	$	—	$	—	$	1	$	—	$	—	$	1
Equity securities	13		—		108		4		—		98
Corporate debt securities	—		—		8		—		—		8
Municipal bonds	—		1		45		1		1		46
U.S. government bonds	—		—		10		—		—		10

Total Investments	$	13	$	1	$	172	$	5	$	1	$	163

Realized gains and losses, which were determined on a specific identification basis, from sales of FV-NI and AFS securities for the three months ended March 31, 2024, and 2023, were immaterial.

DEBT SECURITY MATURITIES

The table below summarizes the maturity date for debt securities.


	March 31, 2024
			Duke				Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Indiana
Due in one year or less	$	126	$	10	$	101	$	23	$	78	$	9
Due after one through five years	715		245		389		264		125		18
Due after five through 10 years	614		359		206		192		14		11
Due after 10 years	1,626		866		658		618		40		25
Total	$	3,081	$	1,480	$	1,354	$	1,097	$	257	$	63

11. FAIR VALUE MEASUREMENTS

Fair value is the exchange price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. The fair value definition focuses on an exit price versus the acquisition cost. Fair value measurements use market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data or generally unobservable. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. A midmarket pricing convention (the midpoint price between bid and ask prices) is permitted for use as a practical expedient.

Fair value measurements are classified in three levels based on the fair value hierarchy as defined by GAAP. Certain investments are not categorized within the fair value hierarchy. These investments are measured at fair value using the net asset value per share practical expedient. The net asset value is derived based on the investment cost, less any impairment, plus or minus changes resulting from observable price changes for an identical or similar investment of the same issuer.

Fair value accounting guidance permits entities to elect to measure certain financial instruments that are not required to be accounted for at fair value, such as equity method investments or the Company’s own debt, at fair value. The Duke Energy Registrants have not elected to record any of these items at fair value.

Valuation methods of the primary fair value measurements disclosed below are as follows.

Investments in equity securities

The majority of investments in equity securities are valued using Level 1 measurements. Investments in equity securities are typically valued at the closing price in the principal active market as of the last business day of the quarter. Principal active markets for equity prices include published exchanges such as the New York Stock Exchange and Nasdaq Stock Market. Foreign equity prices are translated from their trading currency using the currency exchange rate in effect at the close of the principal active market. There was no after-hours market activity that was required to be reflected in the reported fair value measurements.


FINANCIAL STATEMENTS			FAIR VALUE MEASUREMENTS

Investments in debt securities

Most investments in debt securities are valued using Level 2 measurements because the valuations use interest rate curves and credit spreads applied to the terms of the debt instrument (maturity and coupon interest rate) and consider the counterparty credit rating. If the market for a particular fixed-income security is relatively inactive or illiquid, the measurement is Level 3.

Commodity derivatives

Commodity derivatives with clearinghouses are classified as Level 1. Commodity derivatives with observable forward curves are classified as Level 2. If forward price curves are not observable for the full term of the contract and the unobservable period had more than an insignificant impact on the valuation, the commodity derivative is classified as Level 3. In isolation, increases (decreases) in natural gas forward prices result in favorable (unfavorable) fair value adjustments for natural gas purchase contracts; and increases (decreases) in electricity forward prices result in unfavorable (favorable) fair value adjustments for electricity sales contracts. Duke Energy regularly evaluates and validates pricing inputs used to estimate the fair value of certain commodity contracts by a market participant price verification procedure. This procedure provides a comparison of internal forward commodity curves to market participant generated curves.

Interest rate derivatives

Most over-the-counter interest rate contract derivatives are valued using financial models that utilize observable inputs for similar instruments and are classified as Level 2. Inputs include forward interest rate curves, notional amounts, interest rates and credit quality of the counterparties.

Foreign currency derivatives

Most over-the-counter foreign currency derivatives are valued using financial models that utilize observable inputs for similar instruments and are classified as Level 2. Inputs include forward foreign currency rate curves, notional amounts, foreign currency rates and credit quality of the counterparties.

Other fair value considerations

See Note 12 in Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the valuation of goodwill and intangible assets.

DUKE ENERGY

The following tables provide recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets. Derivative amounts in the tables below for all Duke Energy Registrants exclude cash collateral, which is disclosed in Note 9. See Note 10 for additional information related to investments by major security type for the Duke Energy Registrants.


	March 31, 2024
(in millions)	Total Fair Value		Level 1		Level 2		Level 3		Not Categorized
NDTF cash and cash equivalents	$	140	$	140	$	—	$	—	$	—
NDTF equity securities	7,837		7,802		—		—		35
NDTF debt securities	2,810		873		1,937		—		—
Other equity securities	173		173		—		—		—
Other debt securities	271		50		221		—		—
Other cash and cash equivalents	21		21		—		—		—

Derivative assets	255		77		172		6		—
Total assets	11,507		9,136		2,330		6		35

Derivative liabilities	(612)		(51)		(561)		—		—
Net assets	$	10,895	$	9,085	$	1,769	$	6	$	35


	December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Level 3		Not Categorized
NDTF cash and cash equivalents	$	133	$	133	$	—	$	—	$	—
NDTF equity securities	7,278		7,241		—		—		37
NDTF debt securities	2,732		829		1,903		—		—
Other equity securities	158		158		—		—		—
Other debt securities	271		55		216		—		—
Other cash and cash equivalents	31		31		—		—		—
Derivative assets	189		37		137		15		—
Total assets	10,792		8,484		2,256		15		37

Derivative liabilities	(729)		(60)		(669)		—		—
Net assets	$	10,063	$	8,424	$	1,587	$	15	$	37


FINANCIAL STATEMENTS			FAIR VALUE MEASUREMENTS

The following table provides reconciliations of beginning and ending balances of assets and liabilities measured at fair value using Level 3 measurements.


		Derivatives (net)
	Three Months Ended March 31,
(in millions)		2024		2023
Balance at beginning of period		$	15	$	34


Purchases, sales, issuances and settlements:



Settlements		(13)		(20)

Total gains (losses) included on the Condensed Consolidated Balance Sheet		4		(2)
Balance at end of period		$	6	$	12

DUKE ENERGY CAROLINAS

The following tables provide recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024
(in millions)	Total Fair Value		Level 1		Level 2		Not Categorized
NDTF cash and cash equivalents	$	81	$	81	$	—	$	—
NDTF equity securities	4,514		4,479		—		35
NDTF debt securities	1,480		418		1,062		—
Other AFS debt securities	—		—		—		—
Derivative assets	35		—		35		—
Total assets	6,110		4,978		1,097		35
Derivative liabilities	(234)		—		(234)		—
Net assets	$	5,876	$	4,978	$	863	$	35


	December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Not Categorized
NDTF cash and cash equivalents	$	51	$	51	$	—	$	—
NDTF equity securities	4,196		4,159		—		37
NDTF debt securities	1,438		375		1,063		—

Derivative assets	35		—		35		—
Total assets	5,720		4,585		1,098		37
Derivative liabilities	(260)		—		(260)		—
Net assets	$	5,460	$	4,585	$	838	$	37

PROGRESS ENERGY

The following table provides recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024						December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Total Fair Value		Level 1		Level 2
NDTF cash and cash equivalents	$	59	$	59	$	—	$	82	$	82	$	—
NDTF equity securities	3,323		3,323		—		3,082		3,082		—
NDTF debt securities	1,330		455		875		1,294		454		840
Other debt securities	24		—		24		23		—		23
Other cash and cash equivalents	15		15		—		18		18		—
Derivative assets	57		—		57		34		—		34
Total assets	4,808		3,852		956		4,533		3,636		897

Derivative liabilities	(188)		—		(188)		(234)		—		(234)
Net assets	$	4,620	$	3,852	$	768	$	4,299	$	3,636	$	663


FINANCIAL STATEMENTS			FAIR VALUE MEASUREMENTS

DUKE ENERGY PROGRESS

The following table provides recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024						December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Total Fair Value		Level 1		Level 2
NDTF cash and cash equivalents	$	48	$	48	$	—	$	55	$	55	$	—
NDTF equity securities	3,200		3,200		—		2,970		2,970		—
NDTF debt securities	1,097		280		817		1,050		266		784

Other cash and cash equivalents	12		12		—		14		14		—
Derivative assets	47		—		47		32		—		32
Total assets	4,404		3,540		864		4,121		3,305		816
Derivative liabilities	(181)		—		(181)		(219)		—		(219)
Net assets	$	4,223	$	3,540	$	683	$	3,902	$	3,305	$	597

DUKE ENERGY FLORIDA

The following table provides recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024						December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Total Fair Value		Level 1		Level 2
NDTF cash and cash equivalents	$	11	$	11	$	—	$	27	$	27	$	—
NDTF equity securities	123		123		—		112		112		—
NDTF debt securities	233		175		58		244		188		56
Other debt securities	24		—		24		23		—		23
Other cash and cash equivalents	2		2		—		3		3		—
Derivative assets	10		—		10		2		—		2
Total assets	403		311		92		411		330		81

Derivative liabilities	(7)		—		(7)		(15)		—		(15)
Net assets	$	396	$	311	$	85	$	396	$	330	$	66

DUKE ENERGY OHIO

The recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets were not material at March 31, 2024, and December 31, 2023.

DUKE ENERGY INDIANA

The following table provides recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024								December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3
Other equity securities	$	108	$	108	$	—	$	—	$	98	$	98	$	—	$	—
Other debt securities	63		—		63		—		64		—		64		—
Other cash and cash equivalents	1		1		—		—		1		1		—		—
Derivative assets	24		2		17		5		25		5		7		13
Total assets	196		111		80		5		188		104		71		13
Derivative liabilities	(19)		(19)		—		—		(18)		(18)		—		—
Net assets	$	177	$	92	$	80	$	5	$	170	$	86	$	71	$	13


FINANCIAL STATEMENTS			FAIR VALUE MEASUREMENTS

The following table provides a reconciliation of beginning and ending balances of assets and liabilities measured at fair value using Level 3 measurements.


		Derivatives (net)
	Three Months Ended March 31,
(in millions)		2024		2023
Balance at beginning of period		$	13	$	29


Purchases, sales, issuances and settlements:



Settlements		(11)		(19)

Total gains included on the Condensed Consolidated Balance Sheet		3		1
Balance at end of period		$	5	$	11

PIEDMONT

The following table provides recorded balances for assets and liabilities measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets.


	March 31, 2024						December 31, 2023
(in millions)	Total Fair Value		Level 1		Level 2			Total Fair Value		Level 1		Level 2


Derivative assets	$	1	$	1	$	—		$	1	$	1	$	—

Derivative liabilities	(126)		—		(126)			(147)		—		(147)
Net (liabilities) assets	$	(125)	$	1	$	(126)		$	(146)	$	1	$	(147)

QUANTITATIVE INFORMATION ABOUT UNOBSERVABLE INPUTS

The following tables include quantitative information about the Duke Energy Registrants' derivatives classified as Level 3.


	March 31, 2024
										Weighted
	Fair Value									Average
Investment Type	(in millions)		Valuation Technique	Unobservable Input	Range					Range


Duke Energy Ohio
FTRs	$	1	RTO auction pricing	FTR price – per MWh	$	0.17	-	$	2.13	$	0.49
Duke Energy Indiana
FTRs	5		RTO auction pricing	FTR price – per MWh	—		-	8.95		1.45


Duke Energy
Total Level 3 derivatives	$	6


	December 31, 2023
										Weighted
	Fair Value									Average
Investment Type	(in millions)		Valuation Technique	Unobservable Input	Range					Range






















Duke Energy Ohio


FTRs	$	2	RTO auction pricing	FTR price – per MWh	$	0.36	-	$	2.11	$	0.71

Duke Energy Indiana
FTRs	13		RTO auction pricing	FTR price – per MWh	(1.05)		-	9.64		1.26


Duke Energy
Total Level 3 derivatives	$	15


FINANCIAL STATEMENTS			FAIR VALUE MEASUREMENTS

OTHER FAIR VALUE DISCLOSURES

The fair value and book value of long-term debt, including current maturities, is summarized in the following table. Estimates determined are not necessarily indicative of amounts that could have been settled in current markets. Fair value of long-term debt uses Level 2 measurements.


	March 31, 2024				December 31, 2023
(in millions)	Book Value		Fair Value		Book Value		Fair Value
Duke Energy(a)	$	77,253	$	70,512	$	75,252	$	69,790
Duke Energy Carolinas	17,019		15,723		16,012		15,077
Progress Energy	24,198		22,505		23,759		22,553
Duke Energy Progress	12,178		10,824		11,714		10,595
Duke Energy Florida	10,377		9,888		10,401		10,123
Duke Energy Ohio	3,939		3,685		3,518		3,310
Duke Energy Indiana	4,800		4,437		4,502		4,230
Piedmont	3,669		3,273		3,668		3,336

(a)Book value of long-term debt includes $1.1 billion and $1.0 billion at March 31, 2024, and December 31, 2023, respectively, of net unamortized debt discount and premium of purchase accounting adjustments related to the mergers with Progress Energy and Piedmont that are excluded from fair value of long-term debt.

At both March 31, 2024, and December 31, 2023, fair value of cash and cash equivalents, accounts and notes receivable, accounts payable, notes payable and commercial paper and nonrecourse notes payable of VIEs are not materially different from their carrying amounts because of the short-term nature of these instruments and/or because the stated rates approximate market rates.

12. VARIABLE INTEREST ENTITIES

CONSOLIDATED VIEs

The obligations of the consolidated VIEs discussed in the following paragraphs are nonrecourse to the Duke Energy Registrants. The registrants have no requirement to provide liquidity to, purchase assets of or guarantee performance of these VIEs unless noted in the following paragraphs.

No financial support was provided to any of the consolidated VIEs during the three months ended March 31, 2024, and the year ended December 31, 2023, or is expected to be provided in the future that was not previously contractually required.

Receivables Financing – DERF/DEPR/DEFR

DERF, DEPR and DEFR are bankruptcy remote, special purpose subsidiaries of Duke Energy Carolinas, Duke Energy Progress and Duke Energy Florida, respectively. DERF, DEPR and DEFR are wholly owned LLCs with separate legal existence from their parent companies, and their assets are not generally available to creditors of their parent companies. On a revolving basis, DERF, DEPR and DEFR buy certain accounts receivable arising from the sale of electricity and related services from their parent companies.

DERF, DEPR and DEFR borrow amounts under credit facilities to buy these receivables. Borrowing availability from the credit facilities is limited to the amount of qualified receivables purchased, which generally exclude receivables past due more than a predetermined number of days and reserves for expected past-due balances. The sole source of funds to satisfy the related debt obligations is cash collections from the receivables. Amounts borrowed under the DEPR credit facility are reflected on the Condensed Consolidated Balance Sheets as Long-Term Debt. Amounts borrowed under the DERF and DEFR credit facilities are reflected on the Condensed Consolidated Balance Sheets as Current maturities of long-term debt.

The most significant activity that impacts the economic performance of DERF, DEPR and DEFR are the decisions made to manage delinquent receivables. Duke Energy Carolinas, Duke Energy Progress and Duke Energy Florida are considered the primary beneficiaries and consolidate DERF, DEPR and DEFR, respectively, as they make those decisions.

In April 2024, Duke Energy Florida repaid all outstanding DEFR borrowings totaling $325 million and terminated the related DEFR credit facility. Additionally, Duke Energy Florida's related restricted receivables outstanding at DEFR at the time of termination totaled $459 million and were transferred back to Duke Energy Florida to be collected and reported as Receivables on the Condensed Consolidated Balance Sheets.

Receivables Financing – CRC

CRC is a bankruptcy remote, special purpose entity indirectly owned by Duke Energy. On a revolving basis, CRC bought certain accounts receivable arising from the sale of electricity, natural gas and related services from Duke Energy Ohio and Duke Energy Indiana. CRC then borrowed amounts under a credit facility to buy the receivables from Duke Energy Ohio and Duke Energy Indiana. Borrowing availability from the credit facility was limited to the amount of qualified receivables sold to CRC, which generally excluded receivables past due more than a predetermined number of days and reserved for expected past-due balances. The sole source of funds to satisfy the related debt obligation was cash collections from the receivables.

The proceeds Duke Energy Ohio and Duke Energy Indiana received from the sale of receivables to CRC were approximately 75% cash and 25% in the form of a subordinated note from CRC. The subordinated note was a retained interest in the receivables sold. Depending on collection experience, additional equity infusions to CRC would be required by Duke Energy to maintain a minimum equity balance of $3 million.


FINANCIAL STATEMENTS			VARIABLE INTEREST ENTITIES

CRC was considered a VIE because (i) equity capitalization was insufficient to support its operations, (ii) power to direct the activities that most significantly impact the economic performance of the entity was not held by the equity holder and (iii) deficiencies in net worth of CRC were funded by Duke Energy. The most significant activities that impacted the economic performance of CRC were decisions made to manage delinquent receivables. Duke Energy was considered the primary beneficiary and consolidated CRC as it made these decisions. Neither Duke Energy Ohio nor Duke Energy Indiana consolidated CRC.

In March 2024, Duke Energy repaid all outstanding CRC borrowings totaling $350 million and terminated the related CRC credit facility. Additionally, Duke Energy's related restricted receivables outstanding at CRC at the time of termination totaled $682 million, consisting of $316 million and $366 million of restricted receivables that were transferred back to Duke Energy Indiana and Duke Energy Ohio, respectively, to be collected and reported as Receivables on the Condensed Consolidated Balance Sheets.

Receivables Financing – Credit Facilities

The following table summarizes the amounts and expiration dates of the credit facilities and associated restricted receivables described above.


	Duke Energy
		Duke Energy		Duke Energy		Duke Energy
		Carolinas		Progress		Florida
(in millions)	CRC	DERF		DEPR		DEFR
Expiration date	(a)	January 2025		April 2025		(b)
Credit facility amount	(a)	$	500	$	400	(b)
Amounts borrowed at March 31, 2024	—	500		400		325
Amounts borrowed at December 31, 2023	312	500		400		325
Restricted Receivables at March 31, 2024	—	997		789		467
Restricted Receivables at December 31, 2023	663	991		833		532

(a) In March 2024, Duke Energy repaid all outstanding CRC borrowings and terminated the related $350 million CRC credit facility.

(b) In April 2024, Duke Energy Florida repaid all outstanding DEFR borrowings and terminated the related $325 million DEFR credit facility.

Nuclear Asset-Recovery Bonds – Duke Energy Florida Project Finance

Duke Energy Florida Project Finance, LLC (DEFPF) is a bankruptcy remote, wholly owned special purpose subsidiary of Duke Energy Florida. DEFPF was formed in 2016 for the sole purpose of issuing nuclear asset-recovery bonds to finance Duke Energy Florida's unrecovered regulatory asset related to Crystal River Unit 3.

In 2016, DEFPF issued senior secured bonds and used the proceeds to acquire nuclear asset-recovery property from Duke Energy Florida. The nuclear asset-recovery property acquired includes the right to impose, bill, collect and adjust a non-bypassable nuclear asset-recovery charge from all Duke Energy Florida retail customers until the bonds are paid in full and all financing costs have been recovered. The nuclear asset-recovery bonds are secured by the nuclear asset-recovery property and cash collections from the nuclear asset-recovery charges are the sole source of funds to satisfy the debt obligation. The bondholders have no recourse to Duke Energy Florida.

DEFPF is considered a VIE primarily because the equity capitalization is insufficient to support its operations. Duke Energy Florida has the power to direct the significant activities of the VIE as described above and therefore Duke Energy Florida is considered the primary beneficiary and consolidates DEFPF.

The following table summarizes the impact of DEFPF on Duke Energy Florida's Condensed Consolidated Balance Sheets.


(in millions)	March 31, 2024	December 31, 2023

Regulatory Assets: Current	59	59
Current Assets: Other	9	37
Other Noncurrent Assets: Regulatory assets	790	803
Current Liabilities: Other	2	8
Current maturities of long-term debt	59	59
Long-Term Debt	800	831

Storm Recovery Bonds – Duke Energy Carolinas NC Storm Funding and Duke Energy Progress NC Storm Funding

Duke Energy Carolinas NC Storm Funding, LLC (DECNCSF) and Duke Energy Progress NC Storm Funding, LLC (DEPNCSF) are bankruptcy remote, wholly owned special purpose subsidiaries of Duke Energy Carolinas and Duke Energy Progress, respectively. These entities were formed in 2021 for the sole purpose of issuing storm recovery bonds to finance certain of Duke Energy Carolinas’ and Duke Energy Progress’ unrecovered regulatory assets related to storm costs incurred in North Carolina.

In November 2021, DECNCSF and DEPNCSF issued $237 million and $770 million of senior secured bonds, respectively and used the proceeds to acquire storm recovery property from Duke Energy Carolinas and Duke Energy Progress. The storm recovery property was created by state legislation and NCUC financing orders for the purpose of financing storm costs incurred in 2018 and 2019. The storm recovery property acquired includes the right to impose, bill, collect and adjust a non-bypassable charge from all Duke Energy Carolinas’ and Duke Energy Progress’ North Carolina retail customers until the bonds are paid in full and all financing costs have been recovered. The storm recovery bonds are secured by the storm recovery property and cash collections from the storm recovery charges are the sole source of funds to satisfy the debt obligation. The bondholders have no recourse to Duke Energy Carolinas or Duke Energy Progress.


FINANCIAL STATEMENTS			VARIABLE INTEREST ENTITIES

DECNCSF and DEPNCSF are considered VIEs primarily because the equity capitalization is insufficient to support their operations. Duke Energy Carolinas and Duke Energy Progress have the power to direct the significant activities of the VIEs as described above and therefore Duke Energy Carolinas and Duke Energy Progress are considered the primary beneficiaries and consolidate DECNCSF and DEPNCSF, respectively.

The following table summarizes the impact of these VIEs on Duke Energy Carolinas’ and Duke Energy Progress’ Consolidated Balance Sheets.


	March 31, 2024				December 31, 2023
	Duke Energy		Duke Energy		Duke Energy		Duke Energy
(in millions)	Carolinas		Progress		Carolinas		Progress
Regulatory Assets: Current	$	12	$	39	$	12	$	39
Current Assets: Other	5		18		9		31
Other Noncurrent Assets: Regulatory assets	193		633		196		643
Other Noncurrent Assets: Other	1		4		1		2

Current Liabilities: Other	1		4		10		34
Current maturities of long-term debt	11		34		3		8
Long-Term Debt	203		663		208		680

Storm Recovery Bonds – Duke Energy Progress SC Storm Funding

Duke Energy Progress SC Storm Funding, LLC (DEPSCSF) is a bankruptcy remote, wholly owned special purpose subsidiary of Duke Energy Progress. This entity was formed in 2023 for the sole purpose of issuing storm recovery bonds to finance certain of Duke Energy Progress’ unrecovered regulatory assets related to storm costs incurred in South Carolina.

In April 2024, DEPSCSF issued $177 million of senior secured bonds and used the proceeds to acquire storm recovery property from Duke Energy Progress. The storm recovery property was created by state legislation and a PSCSC financing order for the purpose of financing storm costs incurred from 2014 through 2022. The storm recovery property acquired includes the right to impose, bill, collect and adjust a non-bypassable charge from all Duke Energy Progress’ South Carolina retail customers until the bonds are paid in full and all financing costs have been recovered. The storm recovery bonds are secured by the storm recovery property and cash collections from the storm recovery charges are the sole source of funds to satisfy the debt obligation. The bondholders have no recourse to Duke Energy Progress.

DEPSCSF is considered a VIE primarily because the equity capitalization is insufficient to support their operations. Duke Energy Progress has the power to direct the significant activities of the VIE as described above and therefore Duke Energy Progress is considered the primary beneficiary and consolidates DEPSCSF.

Procurement Company – Duke Energy Florida

Duke Energy Florida Purchasing Company, LLC (DEF ProCo) is a wholly owned special purpose subsidiary of Duke Energy Florida. DEF ProCo

was formed in 2023 as the primary procurer of equipment, materials and supplies for Duke Energy Florida. DEF ProCo interacts with

third-party suppliers on Duke Energy Florida’s behalf with credit and risk support provided by Duke Energy Florida. DEF ProCo is a qualified

reseller under Florida tax law and conveys acquired assets to Duke Energy Florida through leases on each acquired asset.

This entity is considered a VIE primarily because the equity capitalization is insufficient to support their operations. Duke Energy Florida has the power to direct the significant activities of this VIE as described above and therefore Duke Energy Florida is considered the primary beneficiary and consolidates the procurement company.

The following table summarizes the impact of this VIE on Duke Energy Florida's Consolidated Balance Sheets.


(in millions)	March 31, 2024		December 31, 2023
Inventory	$	470	$	462
Accounts Payable	179		188


FINANCIAL STATEMENTS			VARIABLE INTEREST ENTITIES

NON-CONSOLIDATED VIEs

The following tables summarize the impact of non-consolidated VIEs on the Condensed Consolidated Balance Sheets.


	March 31, 2024
	Duke Energy		Duke		Duke
	Natural Gas		Energy		Energy
(in millions)	Investments		Ohio		Indiana
Receivables from affiliated companies	$	—	$	—	$	—

Investments in equity method unconsolidated affiliates	63		—		—
Other noncurrent assets	30		—		—
Total assets	$	93	$	—	$	—

Other current liabilities	1		—		—

Other noncurrent liabilities	6		—		—
Total liabilities	$	7	$	—	$	—
Net assets	$	86	$	—	$	—


	December 31, 2023
	Duke Energy		Duke		Duke
	Natural Gas		Energy		Energy
(in millions)	Investments		Ohio		Indiana
Receivables from affiliated companies	$	—	$	150	$	208

Investments in equity method unconsolidated affiliates	67		—		—
Other noncurrent assets	43		—		—
Total assets	$	110	$	150	$	208

Other current liabilities	4		—		—

Other noncurrent liabilities	5		—		—
Total liabilities	$	9	$	—	$	—
Net assets	$	101	$	150	$	208

The Duke Energy Registrants are not aware of any situations where the maximum exposure to loss significantly exceeds the carrying values shown above.

Natural Gas Investments

Duke Energy has investments in various joint ventures including pipeline and renewable natural gas projects. These entities are considered VIEs due to having insufficient equity to finance their own activities without subordinated financial support. Duke Energy does not have the power to direct the activities that most significantly impact the economic performance, the obligation to absorb losses or the right to receive benefits of these VIEs and therefore does not consolidate these entities.

CRC

See discussion under Consolidated VIEs for additional information related to CRC.

Amounts included in Receivables from affiliated companies in the above table for Duke Energy Ohio and Duke Energy Indiana reflect their retained interest in receivables sold to CRC as of December 31, 2023. The subordinated notes held by Duke Energy Ohio and Duke Energy Indiana are stated at fair value as of December 31, 2023.

The following table shows the gross and net receivables sold.


	Duke Energy Ohio				Duke Energy Indiana
(in millions)	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Receivables sold	$	—	$	361	$	—	$	351
Less: Retained interests	—		150		—		208
Net receivables sold	$	—	$	211	$	—	$	143


FINANCIAL STATEMENTS			VARIABLE INTEREST ENTITIES

The following table shows sales and cash flows related to receivables sold and reflects CRC activity prior to its termination in March 2024.


		Duke Energy Ohio					Duke Energy Indiana
	Three Months Ended					Three Months Ended
	March 31,					March 31,
(in millions)		2024		2023				2024		2023
Sales
Receivables sold		$	474	$	725			$	473	$	942
Loss recognized on sale		7		9				6		10
Cash flows
Cash proceeds from receivables sold		$	478	$	750			$	523	$	1,028

Return received on retained interests		4		6				4		8

Cash flows from sales of receivables are reflected within Cash Flows From Operating Activities and Cash Flows from Investing Activities on Duke Energy Ohio’s and Duke Energy Indiana’s Condensed Consolidated Statements of Cash Flows.

13. REVENUE

Duke Energy earns substantially all of its revenues through its reportable segments, EU&I and GU&I.

Electric Utilities and Infrastructure

EU&I earns the majority of its revenues through retail and wholesale electric service through the generation, transmission, distribution and sale of electricity. Duke Energy generally provides retail and wholesale electric service customers with their full electric load requirements or with supplemental load requirements when the customer has other sources of electricity.

The majority of wholesale revenues are full requirements contracts where the customers purchase the substantial majority of their energy needs and do not have a fixed quantity of contractually required energy or capacity. As such, related forecasted revenues are considered optional purchases. Supplemental requirements contracts that include contracted blocks of energy and capacity at contractually fixed prices have the following estimated remaining performance obligations:


	Remaining Performance Obligations
(in millions)	2024		2025		2026		2027		2028		Thereafter		Total

Progress Energy	$	52	$	30	$	7	$	7	$	7	$	29	$	132
Duke Energy Progress	6		—		—		—		—		—		6
Duke Energy Florida	46		30		7		7		7		29		126

Duke Energy Indiana	12		17		17		15		5		—		66

Revenues for block sales are recognized monthly as energy is delivered and stand-ready service is provided, consistent with invoiced amounts and unbilled estimates.

Gas Utilities and Infrastructure

GU&I earns its revenue through retail and wholesale natural gas service through the transportation, distribution and sale of natural gas. Duke Energy generally provides retail and wholesale natural gas service customers with all natural gas load requirements. Additionally, while natural gas can be stored, substantially all natural gas provided by Duke Energy is consumed by customers simultaneously with receipt of delivery.

Fixed-capacity payments under long-term contracts for the GU&I segment include minimum margin contracts and supply arrangements with municipalities and power generation facilities. Revenues for related sales are recognized monthly as natural gas is delivered and stand-ready service is provided, consistent with invoiced amounts and unbilled estimates. Estimated remaining performance obligations are as follows:


	Remaining Performance Obligations
(in millions)	2024		2025		2026		2027		2028		Thereafter		Total

Piedmont	$	49	$	61	$	51	$	49	$	46	$	195	$	451

Other

The remainder of Duke Energy’s operations is presented as Other, which does not include material revenues from contracts with customers.


FINANCIAL STATEMENTS			REVENUE

Disaggregated Revenues

Disaggregated revenues are presented as follows:


	Three Months Ended March 31, 2024
			Duke				Duke		Duke		Duke		Duke
(in millions)	Duke		Energy		Progress		Energy		Energy		Energy		Energy
By market or type of customer	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Electric Utilities and Infrastructure
Residential	$	3,115	$	1,058	$	1,517	$	742	$	775	$	253	$	287	$	—
General	1,934		717		866		422		444		152		201		—
Industrial	822		340		266		177		89		32		183		—
Wholesale	554		138		355		326		29		14		48		—
Other revenues	253		99		149		78		71		22		34		—
Total Electric Utilities and Infrastructure revenue from contracts with customers	$	6,678	$	2,352	$	3,153	$	1,745	$	1,408	$	473	$	753	$	—

Gas Utilities and Infrastructure
Residential	$	520	$	—	$	—	$	—	$	—	$	147	$	—	$	373
Commercial	240		—		—		—		—		57		—		183
Industrial	47		—		—		—		—		11		—		38
Power Generation	—		—		—		—		—		—		—		8
Other revenues	40		—		—		—		—		5		—		35
Total Gas Utilities and Infrastructure revenue from contracts with customers	$	847	$	—	$	—	$	—	$	—	$	220	$	—	$	637

Other
Revenue from contracts with customers	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total revenue from contracts with customers	$	7,532	$	2,352	$	3,153	$	1,745	$	1,408	$	693	$	753	$	637

Other revenue sources(a)	$	139	$	55	$	75	$	43	$	28	$	(15)	$	6	$	39
Total revenues	$	7,671	$	2,407	$	3,228	$	1,788	$	1,436	$	678	$	759	$	676


FINANCIAL STATEMENTS			REVENUE


	Three Months Ended March 31, 2023
			Duke				Duke		Duke		Duke		Duke
(in millions)	Duke		Energy		Progress		Energy		Energy		Energy		Energy
By market or type of customer	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Electric Utilities and Infrastructure
Residential	$	2,851	$	824	$	1,421	$	607	$	814	$	234	$	372	$	—
General	1,831		588		841		358		483		135		270		—
Industrial	891		296		272		177		95		71		251		—
Wholesale	550		135		348		319		29		9		58		—
Other revenues	144		78		121		68		53		27		15		—
Total Electric Utilities and Infrastructure revenue from contracts with customers	$	6,267	$	1,921	$	3,003	$	1,529	$	1,474	$	476	$	966	$	—

Gas Utilities and Infrastructure
Residential	$	507	$	—	$	—	$	—	$	—	$	162	$	—	$	345
Commercial	233		—		—		—		—		58		—		175
Industrial	47		—		—		—		—		9		—		37
Power Generation	—		—		—		—		—		—		—		23
Other revenues	40		—		—		—		—		6		—		19
Total Gas Utilities and Infrastructure revenue from contracts with customers	$	827	$	—	$	—	$	—	$	—	$	235	$	—	$	599

Other
Revenue from contracts with customers	$	7	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total revenue from contracts with customers	$	7,101	$	1,921	$	3,003	$	1,529	$	1,474	$	711	$	966	$	599

Other revenue sources(a)	$	175	$	13	$	45	$	4	$	36	$	(2)	$	9	$	76
Total revenues	$	7,276	$	1,934	$	3,048	$	1,533	$	1,510	$	709	$	975	$	675

(a)Other revenue sources include revenues from leases, derivatives and alternative revenue programs that are not considered revenues from contracts with customers. Alternative revenue programs in certain jurisdictions include regulatory mechanisms that periodically adjust for over or under collection of related revenues.

The following table presents the reserve for credit losses for trade and other receivables.


















	Three Months Ended March 31, 2023 and 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Balance at December 31, 2022	$	216	$	68	$	81	$	44	$	36	$	6	$	4	$	14

Write-Offs	(42)		(20)		(22)		(9)		(12)		—		—		(1)
Credit Loss Expense	16		7		6		1		5		1		—		1
Other Adjustments	24		15		10		9		1		—		—		—
Balance at March 31, 2023	$	214	$	70	$	75	$	45	$	30	$	7	$	4	$	14

Balance at December 31, 2023	$	205	$	56	$	74	$	44	$	31	$	9	$	5	$	11
Write-Offs	(32)		(12)		(16)		(7)		(9)		—		—		(1)
Credit Loss Expense	10		7		9		4		5		1		2		2
Other Adjustments	21		11		6		6		—		31		9		—
Balance at March 31, 2024	$	204	$	62	$	73	$	47	$	27	$	41	$	16	$	12

Trade and other receivables are evaluated based on an estimate of the risk of loss over the life of the receivable and current and historical conditions using supportable assumptions. Management evaluates the risk of loss for trade and other receivables by comparing the historical write-off amounts to total revenue over a specified period. Historical loss rates are adjusted due to the impact of current conditions, as well as forecasted conditions over a reasonable time period. The calculated write-off rate can be applied to the receivable balance for which an established reserve does not already exist. Management reviews the assumptions and risk of loss periodically for trade and other receivables.


FINANCIAL STATEMENTS			REVENUE

The aging of trade receivables is presented in the table below.


	March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Unbilled Revenue(a)(b)	$	1,066	$	361	$	361	$	250	$	111	$	113	$	174	$	57
Current	2,301		706		967		586		380		215		192		208
1-31 days past due	265		82		85		50		35		33		39		25
31-61 days past due	95		33		33		24		9		15		7		7
61-91 days past due	46		18		11		8		3		7		3		7
91+ days past due	215		64		57		21		36		67		23		4
Deferred Payment Arrangements(c)	115		40		39		29		10		28		7		1
Trade and Other Receivables	$	4,103	$	1,304	$	1,553	$	968	$	584	$	478	$	445	$	309


	December 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Unbilled Revenue(a)(d)	$	1,273	$	399	$	401	$	280	$	121	$	4	$	22	$	108
Current	2,306		680		1,009		612		395		48		87		199
1-31 days past due	275		97		91		41		50		12		14		9
31-61 days past due	78		20		34		23		11		3		7		2
61-91 days past due	47		15		17		10		7		2		4		1
91+ days past due	253		67		69		24		45		46		27		3
Deferred Payment Arrangements(c)	104		34		43		26		17		6		—		—
Trade and Other Receivables	$	4,336	$	1,312	$	1,664	$	1,016	$	646	$	121	$	161	$	322

(a)Unbilled revenues are recognized by applying customer billing rates to the estimated volumes of energy or natural gas delivered but not yet billed and are included within Receivables and Receivables of VIEs on the Condensed Consolidated Balance Sheets.

(b)In March 2024, Duke Energy repaid all outstanding CRC borrowings and terminated the related CRC credit facility. Duke Energy's related restricted receivables outstanding at CRC at the time of termination totaled $682 million, consisting of $316 million and $366 million of restricted receivables that were transferred back to Duke Energy Indiana and Duke Energy Ohio, respectively, to be collected and reported as Receivables on the Condensed Consolidated Balance Sheets. See Note 12 for further information.

(c)Due to ongoing financial hardships impacting customers, Duke Energy has permitted customers to defer payment of past-due amounts through installment payment plans.

(d)Duke Energy Ohio and Duke Energy Indiana sold, on a revolving basis, nearly all of their retail accounts receivable, including receivables for unbilled revenues, to an affiliate, CRC, and accounted for the transfers of receivables as sales. Accordingly, the receivables sold were not reflected on the Condensed Consolidated Balance Sheets of Duke Energy Ohio and Duke Energy Indiana. These receivables for unbilled revenues are $141 million and $197 million for Duke Energy Ohio and Duke Energy Indiana, respectively, as of December 31, 2023.

14. STOCKHOLDERS' EQUITY

Basic EPS is computed by dividing net income available to Duke Energy common stockholders, as adjusted for distributed and undistributed earnings allocated to participating securities and accumulated preferred dividends, by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income available to Duke Energy common stockholders, as adjusted for distributed and undistributed earnings allocated to participating securities and accumulated preferred dividends, by the diluted weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as equity forward sale agreements or convertible debt, were exercised or settled. Duke Energy applies the if-converted method for calculating any potential dilutive effect of the conversion of the outstanding convertible notes on diluted EPS, if applicable. Duke Energy’s participating securities are restricted stock units that are entitled to dividends declared on Duke Energy common stock during the restricted stock unit’s vesting periods. Dividends declared on preferred stock are recorded on the Condensed Consolidated Statements of Operations as a reduction of net income to arrive at net income available to Duke Energy common stockholders. Dividends accumulated on preferred stock are an adjustment to net income used in the calculation of basic and diluted EPS.


FINANCIAL STATEMENTS			STOCKHOLDERS' EQUITY

The following table presents Duke Energy’s basic and diluted EPS calculations, the weighted average number of common shares outstanding and common and preferred share dividends declared.


	Three Months Ended March 31,
(in millions, except per share amounts)		2024		2023
Net Income available to Duke Energy common stockholders		$	1,099	$	765
Less: Loss from discontinued operations attributable to Duke Energy common stockholders		(3)		(145)
Accumulated preferred stock dividends adjustment		12		12
Less: Impact of participating securities		2		1
Income from continuing operations available to Duke Energy common stockholders		$	1,112	$	921

Loss from discontinued operations, net of tax		$	(3)	$	(209)
Add: Loss attributable to NCI		—		64
Loss from discontinued operations attributable to Duke Energy common stockholders		$	(3)	$	(145)

Weighted average common shares outstanding – basic and diluted		771		770


EPS from continuing operations available to Duke Energy common stockholders
Basic and diluted(a)		$	1.44	$	1.20

Loss Per Share from discontinued operations attributable to Duke Energy common stockholders
Basic and diluted(a)		$	—	$	(0.19)
Potentially dilutive items excluded from the calculation(b)		2		2
Dividends declared per common share		$	1.025	$	1.005
Dividends declared on Series A preferred stock per depositary share(c)		$	0.359	$	0.359
Dividends declared on Series B preferred stock per share(d)		$	24.375	$	24.375

(a)For the periods presented subsequent to issuance in April 2023, the convertible notes were excluded from the calculations of diluted EPS because the effect was antidilutive.

(b)Performance stock awards were not included in the dilutive securities calculation because the performance measures related to the awards had not been met.

(c)5.75% Series A Cumulative Redeemable Perpetual Preferred Stock dividends are payable quarterly in arrears on the 16th day of March, June, September and December. The preferred stock has a $25 liquidation preference per depositary share.

(d)4.875% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock dividends are payable semiannually in arrears on the 16th day of March and September. The preferred stock has a $1,000 liquidation preference per share.

Common Stock

In November 2022, Duke Energy filed a prospectus supplement and executed an Equity Distribution Agreement (EDA) under which it may sell up to $1.5 billion of its common stock through an at-the-market (ATM) offering program, including an equity forward sales component. Under the terms of the EDA, Duke Energy may issue and sell shares of common stock through September 2025.

In March 2024, Duke Energy marketed its first tranche, issuing 0.8 million shares of common stock through an equity forward transaction under the ATM program with an initial forward price of $92.77 per share. The equity forward requires Duke Energy to either physically settle the transaction by issuing shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreements or net settle in whole or in part through the delivery or receipt of cash or shares. The settlement alternative is at Duke Energy's election. No amounts have or will be recorded in Duke Energy's Condensed Consolidated Financial Statements with respect to the ATM offering until settlement of the equity forward occurs, which is expected during or prior to December 2024. The initial forward sale price will be subject to adjustment on a daily basis based on a floating interest rate factor and will decrease by other fixed amounts specified in the relevant forward sale agreement. Until settlement of the equity forward, earnings per share dilution resulting from the agreement, if any, will be determined under the treasury stock method.

15. EMPLOYEE BENEFIT PLANS

DEFINED BENEFIT RETIREMENT PLANS

Duke Energy and certain subsidiaries maintain, and the Subsidiary Registrants participate in, qualified and non-qualified, non-contributory defined benefit retirement plans. Duke Energy's policy is to fund amounts on an actuarial basis to provide assets sufficient to meet benefit payments to be paid to plan participants.


FINANCIAL STATEMENTS			EMPLOYEE BENEFIT PLANS

QUALIFIED PENSION PLANS

The following tables include the components of net periodic pension costs for qualified pension plans.


	Three Months Ended March 31, 2024
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Service cost	$	28	$	9	$	8	$	5	$	3	$	1	$	2	$	1
Interest cost on projected benefit obligation	82		20		26		12		14		4		6		2
Expected return on plan assets	(154)		(41)		(54)		(25)		(29)		(6)		(10)		(5)
Amortization of actuarial loss	8		2		2		1		1		—		1		1
Amortization of prior service credit	(3)		—		—		—		—		—		—		(2)
Amortization of settlement charges	5		2		1		1		—		—		—		1
Net periodic pension costs	$	(34)	$	(8)	$	(17)	$	(6)	$	(11)	$	(1)	$	(1)	$	(2)


	Three Months Ended March 31, 2023
			Duke				Duke		Duke		Duke		Duke
	Duke		Energy		Progress		Energy		Energy		Energy		Energy
(in millions)	Energy		Carolinas		Energy		Progress		Florida		Ohio		Indiana		Piedmont
Service cost	$	30	$	10	$	9	$	5	$	3	$	1	$	1	$	1
Interest cost on projected benefit obligation	86		21		27		12		14		4		7		2
Expected return on plan assets	(147)		(40)		(50)		(23)		(26)		(6)		(10)		(5)
Amortization of actuarial loss	2		—		1		—		1		—		1		—
Amortization of prior service credit	(3)		—		—		—		—		—		—		(2)
Amortization of settlement charges	5		2		1		1		—		—		—		1
Net periodic pension costs	$	(27)	$	(7)	$	(12)	$	(5)	$	(8)	$	(1)	$	(1)	$	(3)

NON-QUALIFIED PENSION PLANS

Net periodic pension costs for non-qualified pension plans were not material for the three months ended March 31, 2024, and 2023.

OTHER POST-RETIREMENT BENEFIT PLANS

Net periodic costs for OPEB plans were not material for the three months ended March 31, 2024, and 2023.

16. INCOME TAXES

On August 16, 2022, the IRA was signed into law. Among other provisions, the IRA created a new, zero-emission nuclear power PTC available for taxpayers beginning January 1, 2024. In the first quarter of 2024, Duke Energy Carolinas and Duke Energy Progress recorded a PTC deferred tax asset of approximately $107 million and $14 million, respectively. These amounts represent the net realizable value of the PTCs, which were deferred to a regulatory liability. The Subsidiary Registrants will work with the state utility commissions on the best regulatory process to pass the net realizable value back to customers over time. See Note 4 for additional information on Duke Energy Carolinas' approval for a stand-alone rider starting January 1, 2025. The Company will continue to assess its calculations and interpretations as new information and guidance becomes available.

EFFECTIVE TAX RATES

The ETRs from continuing operations for each of the Duke Energy Registrants are included in the following table.


	Three Months Ended
	March 31,
		2024		2023
Duke Energy		13.4	%	13.8	%
Duke Energy Carolinas		11.5	%	11.4	%
Progress Energy		16.5	%	16.7	%
Duke Energy Progress		15.0	%	14.6	%
Duke Energy Florida		19.4	%	19.9	%
Duke Energy Ohio		16.8	%	16.7	%
Duke Energy Indiana		17.3	%	17.2	%
Piedmont		19.6	%	17.7	%

The increase in the ETR for Piedmont for the three months ended March 31, 2024, was primarily due to a decrease in the amortization of EDIT.


FINANCIAL STATEMENTS			SUBSEQUENT EVENTS

17. SUBSEQUENT EVENTS

For information on subsequent events related to regulatory matters, commitments and contingencies, debt and credit facilities, derivatives, and variable interest entities see Notes 4, 5, 6, 9, and 12, respectively.


MD&A			DUKE ENERGY

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following combined Management’s Discussion and Analysis of Financial Condition and Results of Operations is separately filed by Duke Energy and Duke Energy Carolinas, Progress Energy, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont. However, none of the registrants make any representation as to information related solely to Duke Energy or the Subsidiary Registrants of Duke Energy other than itself.

DUKE ENERGY

Duke Energy is an energy company headquartered in Charlotte, North Carolina. Duke Energy operates in the U.S. primarily through its subsidiaries, Duke Energy Carolinas, Duke Energy Progress, Duke Energy Florida, Duke Energy Ohio, Duke Energy Indiana and Piedmont. When discussing Duke Energy’s consolidated financial information, it necessarily includes the results of the Subsidiary Registrants, which along with Duke Energy are collectively referred to as the Duke Energy Registrants.

Management’s Discussion and Analysis should be read in conjunction with the Condensed Consolidated Financial Statements and Notes for the three months ended March 31, 2024, and with Duke Energy’s Annual Report on Form 10-K for the year ended December 31, 2023.

Executive Overview

Advancing Our Clean Energy Transition. During the three months ended March 31, 2024, we continued to execute on our clean energy transition, remaining focused on reliability and affordability while delivering increasingly clean energy and providing strong, sustainable value for shareholders, customers, communities and employees.

•In January 2024, we filed supplemental modeling and analysis with the NCUC and PSCSC related to our combined systemwide Carolinas Resource Plan filed in August 2023. These updates were necessary due to substantially increased load forecasts resulting from continued economic development successes in the Carolinas occurring since the systemwide integrated resource plan was prepared. In March 2024, we filed for CPCNs for new generation facilities at the sites of the current Marshall Steam Station and Roxboro Plant in the Carolinas. Our energy transition strategy continues to focus on delivering a path to cleaner energy in a manner that protects grid reliability and affordability, all while meeting the energy demands of the growing and economically vibrant communities that we serve.

•As we continue to strengthen our grid and bring clean energy resources online, our customers are important partners in our clean energy future. In January 2024, we received approval for PowerPairSM, a new incentive-based pilot program for installing home solar generation with battery energy storage in our Duke Energy Carolinas and Duke Energy Progress North Carolina service territories. Enrollment options for residential customers that participate in the pilot include a one-time incentive of up to $9,000 for the installation of a solar plus battery system.

Regulatory Activity. During the three months ended March 31, 2024, we continued to move our regulatory strategy forward. See Note 4 to the Condensed Consolidated Financial Statements, "Regulatory Matters," for additional information.

•In April 2024, we filed formal requests for new base rates across several jurisdictions including Duke Energy Florida, Duke Energy Indiana and Piedmont.

•Duke Energy Florida filed a three-year rate plan that would begin in January 2025, once its current base rate settlement agreement concludes at the end of 2024, and proposed approximately $4.9 billion in investments to reduce outages, expand solar generation, and increase generation unit efficiency. The overall additional base rate revenue requirement would be $820 million over the three-year period and, if approved by the FPSC, will facilitate improved grid reliability for a growing customer base, reduced fuel consumption at existing power plants, and the construction of 14 new solar plants, providing 1,050 MW of clean energy to Florida's grid.

•Duke Energy Indiana filed a general rate case with the IURC requesting an overall increase in revenues of $492 million. This is the first base rate case filed by Duke Energy Indiana since 2019 and reflects strategic investments to improve grid reliability and security, serve a growing customer base, and meet environmental regulations. These investments, which include approximately 345 miles of new power lines expected to be constructed through 2025, will support the more than 60,000 new customers anticipated since our last base rate case.

•Piedmont filed a general rate case with the NCUC requesting an overall increase in revenues of $159 million. This is the first base rate case filed by Piedmont in North Carolina since 2021 and reflects significant investments to support ongoing service reliability, system growth, and compliance with federal pipeline safety regulations in addition to two energy reliability centers in eastern North Carolina.

•Also, in April 2024, Duke Energy Progress issued $177 million of storm recovery bonds, our first issuance under South Carolina's 2022 securitization legislation, which provided the necessary framework for us to lower the bill impacts on our customers related to critical storm restoration activities.

•In January 2024, Duke Energy Carolinas filed a South Carolina rate case requesting an overall increase in revenues of approximately $323 million, prior to proposed mitigation efforts including the acceleration of the return of certain EDIT balances. This is the first base rate case filed by Duke Energy Carolinas in the state since 2018 and reflects the South Carolina retail allocation of significant investments, including approximately $1.5 billion of transmission and distribution assets and certain coal ash related compliance costs.

Matters Impacting Future Results

The matters discussed herein could materially impact the future operating results, financial condition and cash flows of the Duke Energy Registrants and Business Segments.


MD&A			MATTERS IMPACTING FUTURE RESULTS

Regulatory Matters

Coal Ash Costs

Future spending of coal ash costs, including amounts recorded for depreciation and liability accretion, is expected to be recovered in future rate cases or rider filings. The majority of spend is expected to occur over the next 10 years.

Duke Energy Indiana has interpreted the CCR Rule to identify the coal ash basin sites impacted and has assessed the amounts of coal ash subject to the rule and established methods of compliance. Interpretation of the requirements of the CCR Rule is subject to further legal challenges and regulatory approvals, which could result in additional coal ash basin closure requirements, higher costs of compliance and greater asset retirement obligations. Additionally, Duke Energy Indiana has retired facilities that are not subject to the CCR Rule. Duke Energy Indiana may incur costs at these facilities to comply with environmental regulations or to mitigate risks associated with on-site storage of coal ash. For more information, see "Other Matters" and Note 4 to the Condensed Consolidated Financial Statements, "Regulatory Matters."

Fuel Cost Recovery

As a result of rapidly rising commodity costs during 2022, including natural gas, fuel and purchased power prices in excess of amounts included in fuel-related revenues led to an increase in the under collection of fuel costs from customers in jurisdictions including Duke Energy Carolinas, Duke Energy Progress and Duke Energy Florida. These amounts have been deferred in regulatory assets and impacted the cash flows of the registrants, including increased borrowings to temporarily finance related expenditures until recovery. Regulatory filings have been made and approved for recovery of all remaining uncollected 2022 fuel costs. Across all jurisdictions, Duke Energy is currently on pace to recover approximately $1.9 billion of deferred fuel costs in 2024.We anticipate being in line with our historical average balance of deferred fuel costs by the end of this year.

Environmental Regulations

In April 2024, the EPA issued a final rule under the Resource Conservation and Recovery Act, which significantly expands the scope of the CCR Rule by establishing regulatory requirements for inactive surface impoundments at retired generating facilities and previously unregulated coal ash sources at regulated facilities. The EPA also issued a final rule under section 111 of the Clean Air Act regulating GHG emissions from existing coal-fired and new natural gas-fired power plants. Duke Energy is reviewing these final rules and analyzing the potential impacts they could have on the Company, which could be material. Cost recovery for future expenditures will be pursued through the normal ratemaking process with federal and state utility commissions, which permit recovery of necessary and prudently incurred costs associated with Duke Energy’s regulated operations. Duke Energy is evaluating potential legal challenges to the final rules. For more information, see "Other Matters."

Supply Chain

The Company continues to monitor the ongoing stability of markets for key materials and other developments, including public policy outcomes, that could disrupt or impact the Company's supply chain and, as a result, may impact Duke Energy's execution of its capital plan, future financial results or the achievement of its clean energy goals.

Goodwill

The Duke Energy Registrants performed their annual goodwill impairment tests as of August 31, 2023. As of this date, all of the Duke Energy Registrants' reporting units' estimated fair values materially exceeded the carrying values except for the GU&I reporting unit of Duke Energy Ohio. While no goodwill impairment charges were recorded in 2023, the potential for continued interest rate pressures, and the related impact on the weighted average cost of capital, without timely or adequate updates to the regulated allowed return on equity or deteriorating economic conditions impacting GU&I's future cash flows or equity valuations of peer companies could impact the estimated fair value of GU&I, and goodwill impairment charges could be recorded in the future.

Other

Duke Energy continues to monitor general market conditions, including the potential for continued interest rate pressures on the Company's cost of capital, which may impact Duke Energy's execution of its capital plan, future financial results, or the achievement of its clean energy goals.

Results of Operations

Non-GAAP Measures

Management’s Discussion and Analysis includes financial information prepared in accordance with GAAP in the U.S., as well as certain non-GAAP financial measures, adjusted earnings and adjusted EPS, discussed below. Non-GAAP financial measures are numerical measures of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as a supplement to, and not a substitute for, financial measures presented in accordance with GAAP. Non-GAAP measures presented may not be comparable to similarly titled measures used by other companies because other companies may not calculate the measures in the same manner.

Management evaluates financial performance in part based on non-GAAP financial measures, including adjusted earnings and adjusted EPS. Adjusted earnings and adjusted EPS represent income from continuing operations available to Duke Energy Corporation common stockholders in dollar and per share amounts, adjusted for the dollar and per share impact of special items. As discussed below, special items represent certain charges and credits, which management believes are not indicative of Duke Energy's ongoing performance. The most directly comparable GAAP measures for adjusted earnings and adjusted EPS are GAAP Reported Earnings (Loss) and GAAP Reported Earnings (Loss) Per Share, respectively.

Discontinued operations primarily represents the operating results and impairments recognized related to the sale of the Commercial Renewables business disposal group.


MD&A			DUKE ENERGY

Three Months Ended March 31, 2024, as compared to March 31, 2023

GAAP reported EPS was $1.44 for the first quarter of 2024 compared to $1.01 in the first quarter of 2023. In addition to the drivers below, GAAP reported EPS increased primarily due to impairments on the sale of the Commercial Renewables business in the prior year.

As discussed above, management also evaluates financial performance based on adjusted EPS. Duke Energy’s first quarter 2024 adjusted EPS was $1.44 compared to $1.20 for the first quarter of 2023. The increase in adjusted EPS was primarily due to improved weather and favorable rate case impacts along with growth from riders and other margin, partially offset by higher interest expense.

The following table reconciles non-GAAP measures, including adjusted EPS, to their most directly comparable GAAP measures.


	Three Months Ended March 31,
	2024				2023
(in millions, except per share amounts)	Earnings		EPS		Earnings		EPS

GAAP Reported Earnings/GAAP Reported EPS	$	1,099	$	1.44	$	765	$	1.01
Adjustments:





Discontinued Operations(a)	3		—		145		0.19
Adjusted Earnings/Adjusted EPS	$	1,102	$	1.44	$	910	$	1.20

(a)Recorded in Loss from Discontinued Operations, net of tax, and Net (Income) Loss Attributable to Noncontrolling Interests.

SEGMENT RESULTS

The remaining information presented in this discussion of results of operations is on a GAAP basis. Management evaluates segment performance based on segment income. Segment income is defined as income from continuing operations net of income attributable to noncontrolling interests and preferred stock dividends. Segment income includes intercompany revenues and expenses that are eliminated in the Condensed Consolidated Financial Statements.

Duke Energy's segment structure includes the following segments: EU&I and GU&I. The remainder of Duke Energy’s operations is presented as Other. See Note 3 to the Condensed Consolidated Financial Statements, “Business Segments,” for additional information on Duke Energy’s segment structure.

Electric Utilities and Infrastructure


	Three Months Ended March 31,
(in millions)		2024		2023		Variance
Operating Revenues		$	6,803	$	6,398	$	405
Operating Expenses
Fuel used in electric generation and purchased power		2,355		2,396		(41)
Operation, maintenance and other		1,316		1,269		47
Depreciation and amortization		1,225		1,096		129
Property and other taxes		337		348		(11)
Impairment of assets and other charges		1		7		(6)
Total operating expenses		5,234		5,116		118
Gains on Sales of Other Assets and Other, net		6		1		5
Operating Income		1,575		1,283		292
Other Income and Expenses, net		131		130		1
Interest Expense		499		452		47
Income Before Income Taxes		1,207		961		246
Income Tax Expense		173		149		24
Less: Income Attributable to Noncontrolling Interest		13		21		(8)
Segment Income		$	1,021	$	791	$	230

Duke Energy Carolinas GWh sales		22,388		20,919		1,469
Duke Energy Progress GWh sales		16,128		15,345		783
Duke Energy Florida GWh sales		8,839		8,990		(151)
Duke Energy Ohio GWh sales		5,780		5,642		138
Duke Energy Indiana GWh sales		7,475		7,350		125
Total Electric Utilities and Infrastructure GWh sales		60,610		58,246		2,364
Net proportional MW capacity in operation		54,504		54,314		190


MD&A			SEGMENT RESULTS — ELECTRIC UTILITIES AND INFRASTRUCTURE

The residential decoupling mechanism adjusts for variations in residential use per customer, including those due to weather and conservation, and is calculated based on an annual target revenue-per-customer.

Three Months Ended March 31, 2024, as compared to March 31, 2023

EU&I’s results were driven by higher revenues from rate cases across multiple jurisdictions, improved weather, and higher weather-normal retail sales volumes, partially offset by higher depreciation related to additional plant in service. The following is a detailed discussion of the variance drivers by line item.

Operating Revenues. The variance was driven primarily by:

•a $149 million increase in retail sales due to improved weather compared to prior year, including impacts of decoupling;

•a $147 million increase due to higher pricing from jurisdictional rate cases primarily at Duke Energy Carolinas, Duke Energy Progress and Duke Energy Kentucky;

•a $40 million increase in weather-normal retail sales volumes;

•a $39 million increase in rider revenues primarily due to a decrease in the return of EDIT to customers at Duke Energy Carolinas; and

•a $36 million increase in storm revenues at Duke Energy Florida due to Hurricane Idalia collections.

Partially offset by:

•a $49 million decrease in fuel revenues primarily due to net lower fuel cost recovery in the current year.

Operating Expenses. The variance was driven primarily by:

•a $129 million increase in depreciation and amortization primarily due to lower amortization of the DOE settlement regulatory liability and higher depreciable base at Duke Energy Florida, and higher depreciable base and higher net amortizations driven by the North Carolina rate cases at Duke Energy Carolinas and Duke Energy Progress; and

•a $47 million increase in operation, maintenance and other primarily driven by higher storm amortization at Duke Energy Florida, higher storm and nuclear outage costs at Duke Energy Progress, and higher storm costs at Duke Energy Carolinas.

Partially offset by:

•a $41 million decrease in fuel used in electric generation and purchased power due to lower deferred fuel amortization and lower fuel prices and volumes at Duke Energy Indiana, Duke Energy Florida and Duke Energy Ohio, partially offset by change in generation mix and higher recovery of fuel expense at Duke Energy Carolinas and Duke Energy Progress; and

•an $11 million decrease in property and other taxes primarily due to lower franchise and gross receipts tax, driven by lower revenues and lower property taxes at Duke Energy Florida.

Interest Expense. The variance was primarily driven by higher outstanding debt balances and interest rates.

Income Tax Expense. The increase in tax expense was primarily due to an increase in pretax income, partially offset by an increase in the amortization of EDIT. The ETRs for the three months ended March 31, 2024, and 2023, were 14.3% and 15.5%, respectively. The decrease in the ETR was primarily due to an increase in the amortization of EDIT.


MD&A			SEGMENT RESULTS — GAS UTILITIES AND INFRASTRUCTURE

Gas Utilities and Infrastructure


	Three Months Ended March 31,
(in millions)		2024		2023		Variance
Operating Revenues		$	902	$	911	$	(9)
Operating Expenses
Cost of natural gas		232		298		(66)
Operation, maintenance and other		129		119		10
Depreciation and amortization		98		85		13
Property and other taxes		46		31		15
Impairment of assets and other charges		—		1		(1)
Total operating expenses		505		534		(29)

Operating Income		397		377		20



Other Income and Expenses, net		17		23		(6)
Interest Expense		61		50		11
Income Before Income Taxes		353		350		3
Income Tax Expense		69		63		6

Segment Income		$	284	$	287	$	(3)

Piedmont LDC throughput (dekatherms)		163,265,015		161,463,793		1,801,222
Duke Energy Midwest LDC throughput (Mcf)		33,197,651		31,814,967		1,382,684

Three Months Ended March 31, 2024, as compared to March 31, 2023

GU&I’s results were impacted primarily by margin growth, partially offset by higher interest expense and operation, maintenance and other expense. The following is a detailed discussion of the variance drivers by line item.

Operating Revenues. The variance was driven primarily by:

•a $66 million decrease due to lower natural gas costs passed through to customers, lower rates, and decreased off-system sales natural gas costs.

Partially offset by:

•a $21 million increase due to higher base rates, primarily from the Duke Energy Ohio rate case, partially offset by lower rider revenues at Duke Energy Ohio;

•a $16 million increase due to Tennessee ARM revenues;

•a $9 million increase due to customer growth; and

•an $8 million increase due to North Carolina IMR.

Operating Expenses. The variance was driven primarily by:

•a $66 million decrease in cost of natural gas due to lower natural gas costs passed through to customers, lower rates, and decreased off-system sales natural gas costs.

Partially offset by:

•a $15 million increase in property and other taxes due to property tax true ups in the prior year and higher property tax in current year;

•a $13 million increase in depreciation and amortization due to higher depreciable base, lower CEP deferrals, an increase in rider amortization and higher depreciation for Foothills and Upper Piedmont projects; and

•a $10 million increase in operations, maintenance and other primarily due to higher outside services, labor and service company costs.

Other Income and Expenses, Net. The decrease was primarily due to lower production at SustainRNG.

Interest Expense. The increase was primarily due to higher outstanding debt balances and interest rates.

Income Tax Expense. The increase in tax expense was primarily due to a decrease in the amortization of EDIT and an increase in pretax income. The ETRs for the three months ended March 31, 2024, and 2023, were 19.5% and 18.0%, respectively. The increase in the ETR was primarily due to a decrease in the amortization of EDIT.


MD&A			SEGMENT RESULTS — GAS UTILITIES AND INFRASTRUCTURE

Other


	Three Months Ended March 31,
(in millions)		2024		2023		Variance
Operating Revenues		$	38	$	31	$	7






Operating Expenses		56		29		27
Gains on Sales of Other Assets and Other, net		5		6		(1)
Operating (Loss) Income		(13)		8		(21)
Other Income and Expenses, net		79		62		17
Interest Expense		294		256		38
Loss Before Income Taxes		(228)		(186)		(42)
Income Tax Benefit		(64)		(57)		(7)

Less: Preferred Dividends		39		39		—
Net Loss		$	(203)	$	(168)	$	(35)

Three Months Ended March 31, 2024, as compared to March 31, 2023

Other's results were impacted by higher interest expense driven by higher outstanding long-term debt.

Operating Expenses. The increase was primarily driven by obligations to the Duke Energy Foundation and lower loss experience related to captive insurance claims in the prior year.

Other Income and Expenses, net. The increase was primarily due to higher yields on captive insurance investments and higher return on investments that fund certain employee benefit obligations.

Interest Expense. The increase was primarily due to higher outstanding long-term debt balances and interest rates.

Income Tax Benefit. The increase in the tax benefit was primarily due to higher pretax losses. The ETRs for the three months ended March 31, 2024, and 2023, were 28.1% and 30.6%, respectively. The decrease in the ETR was primarily due to tax levelization, partially offset by non-deductible interest on company owned life insurance in the prior year.

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX


	Three Months Ended March 31,
(in millions)		2024		2023		Variance
Loss From Discontinued Operations, net of tax		$	(3)	$	(209)	$	206

Three Months Ended March 31, 2024, as compared to March 31, 2023

The variance was primarily driven by the impairment on the sale of the Commercial Renewables business recorded in the prior year.

DUKE ENERGY CAROLINAS

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues	$	2,407	$	1,934	$	473
Operating Expenses
Fuel used in electric generation and purchased power	860		623		237
Operation, maintenance and other	451		440		11
Depreciation and amortization	397		366		31
Property and other taxes	94		95		(1)
Impairment of assets and other charges	1		2		(1)
Total operating expenses	1,803		1,526		277
Gains on Sales of Other Assets and Other, net	1		—		1
Operating Income	605		408		197
Other Income and Expenses, net	61		59		2
Interest Expense	180		160		20
Income Before Income Taxes	486		307		179
Income Tax Expense	56		35		21
Net Income	$	430	$	272	$	158


MD&A			DUKE ENERGY CAROLINAS

The following table shows the percent changes in GWh sales and average number of customers. The percentages for retail customer classes represent billed sales only. Total sales includes billed and unbilled retail sales and wholesale sales to incorporated municipalities, public and private utilities and power marketers. Amounts are not weather-normalized.


Increase (Decrease) over prior year	2024
Residential sales	6.9	%
General service sales	4.8	%
Industrial sales	(0.5)	%
Wholesale power sales	19.1	%
Joint dispatch sales	(0.3)	%
Total sales	7.0	%
Average number of customers	2.1	%

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•a $238 million increase in fuel revenues due to higher fuel rates and volumes;

•a $91 million increase in retail pricing due to rates from the North Carolina retail rate case;

•an $80 million increase in retail sales due to improved weather compared to prior year, including the impacts of decoupling;

•a $31 million increase in rider revenues primarily due to the decrease in the return of EDIT to customers compared to the prior year; and

•a $21 million increase in weather-normal retail sales volumes.

Operating Expenses. The variance was driven primarily by:

•a $237 million increase in fuel used in electric generation and purchased power primarily due to changes in the generation mix, the recovery of fuel expense and higher JDA purchased volumes and prices;

•a $31 million increase in depreciation and amortization primarily due to a higher depreciable base, and higher net amortizations driven by the North Carolina rate case; and

•an $11 million increase in operation, maintenance and other primarily due to higher storm costs.

Interest Expense. The increase was primarily due to higher outstanding debt balances and interest rates.

Income Tax Expense. The increase in tax expense was primarily due to an increase in pretax income, partially offset by an increase in the amortization of EDIT.

PROGRESS ENERGY

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues	$	3,228	$	3,048	$	180
Operating Expenses
Fuel used in electric generation and purchased power	1,143		1,191		(48)
Operation, maintenance and other	628		568		60
Depreciation and amortization	587		504		83
Property and other taxes	158		168		(10)
Impairment of assets and other charges	—		5		(5)
Total operating expenses	2,516		2,436		80
Gains on Sales of Other Assets and Other, net	7		6		1
Operating Income	719		618		101
Other Income and Expenses, net	62		59		3
Interest Expense	260		246		14
Income Before Income Taxes	521		431		90
Income Tax Expense	86		72		14
Net Income	$	435	$	359	$	76


MD&A			PROGRESS ENERGY

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•a $63 million increase in retail sales due to improved weather compared to the prior year, including impacts of decoupling, at Duke Energy Progress;

•a $62 million increase in weather-normal retail sales volumes at Duke Energy Progress;

•a $44 million increase due to higher pricing from the North Carolina and South Carolina rate cases at Duke Energy Progress;

•a $36 million increase in storm revenues at Duke Energy Florida due to Hurricane Idalia collections; and

•a $10 million increase in wholesale revenues, net of fuel, due to higher capacity rates at Duke Energy Progress.

Partially offset by:

•a $46 million decrease in fuel and capacity revenues primarily due to lower rates at Duke Energy Florida, partially offset by an increase in fuel rates and volumes at Duke Energy Progress.

Operating Expenses. The variance was driven primarily by:

•an $83 million increase in depreciation and amortization due to lower amortization of the DOE settlement regulatory liability and higher depreciable base at Duke Energy Florida and higher depreciable base, and higher net amortizations driven by the North Carolina rate case, at Duke Energy Progress; and

•a $60 million increase in operation, maintenance and other primarily due to storm amortization at Duke Energy Florida and higher storm and nuclear outage costs at Duke Energy Progress.

Partially offset by:

•a $48 million decrease in fuel used in electric generation and purchased power primarily due to lower natural gas prices and the expiration of a purchased power contract in December 2023 at Duke Energy Florida, partially offset by higher volumes and prices, net of the recovery of fuel expense, at Duke Energy Progress; and

•a $10 million decrease in property and other taxes primarily due to lower franchise and gross receipts tax, driven by lower revenues and lower property taxes at Duke Energy Florida.

Interest Expense. The increase was primarily due to higher outstanding debt balances and interest rates at Duke Energy Progress.

Income Tax Expense. The increase in tax expense was primarily due to an increase in pretax income, partially offset by an increase in the amortization of EDIT.

DUKE ENERGY PROGRESS

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues	$	1,788	$	1,533	$	255
Operating Expenses
Fuel used in electric generation and purchased power	620		545		75
Operation, maintenance and other	375		350		25
Depreciation and amortization	339		315		24
Property and other taxes	51		48		3
Impairment of assets and other charges	—		4		(4)
Total operating expenses	1,385		1,262		123
Gains on Sales of Other Assets and Other, net	1		—		1
Operating Income	404		271		133
Other Income and Expenses, net	36		29		7
Interest Expense	120		102		18
Income Before Income Taxes	320		198		122
Income Tax Expense	48		29		19
Net Income	$	272	$	169	$	103


MD&A			DUKE ENERGY PROGRESS


Increase (Decrease) over prior period	2024
Residential sales	5.9	%
General service sales	5.6	%
Industrial sales	(5.4)	%
Wholesale power sales	6.4	%
Joint dispatch sales	(3.2)	%
Total sales	5.1	%
Average number of customers	2.1	%

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•an $80 million increase in fuel revenues due to higher fuel rates and volumes;

•a $63 million increase in retail sales due to improved weather compared to prior year, including impacts of decoupling;

•a $62 million increase in weather-normal retail sales volumes;

•a $44 million increase due to higher pricing from the North Carolina and South Carolina rate cases; and

•a $10 million increase in wholesale revenues, net of fuel, due to higher capacity rates.

Operating Expenses. The variance was driven primarily by:

•a $75 million increase in fuel used in electric generation and purchased power primarily due to the recovery of fuel expenses and changes in the generation mix, partially offset by lower natural gas prices;

•a $25 million increase in operation, maintenance and other primarily due to higher storm costs and higher nuclear outage costs, net of levelization; and

•a $24 million increase in depreciation and amortization primarily due to a higher depreciable base, and higher net amortizations driven by the North Carolina rate case.

Interest Expense. The increase was driven primarily by higher outstanding debt balances and interest rates.

Income Tax Expense. The increase in tax expense was primarily due to an increase in pretax income, partially offset by an increase in the amortization of EDIT.

DUKE ENERGY FLORIDA

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues	$	1,436	$	1,510	$	(74)
Operating Expenses
Fuel used in electric generation and purchased power	523		646		(123)
Operation, maintenance and other	251		213		38
Depreciation and amortization	248		190		58
Property and other taxes	106		120		(14)
Impairment of assets and other charges	—		1		(1)
Total operating expenses	1,128		1,170		(42)
Gains on Sales of Other Assets and Other, net	1		1		—
Operating Income	309		341		(32)
Other Income and Expenses, net	24		30		(6)
Interest Expense	111		115		(4)
Income Before Income Taxes	222		256		(34)
Income Tax Expense	43		51		(8)
Net Income	$	179	$	205	$	(26)


MD&A			DUKE ENERGY FLORIDA

The following table shows the percent changes in GWh sales and average number of customers. The percentages for retail customer classes represent billed sales only. Wholesale power sales include both billed and unbilled sales. Total sales includes billed and unbilled retail sales and wholesale sales to incorporated municipalities, public and private utilities and power marketers. Amounts are not weather-normalized.


Increase (Decrease) over prior period	2024
Residential sales	(2.7)	%
General service sales	(2.4)	%
Industrial sales	1.5	%
Wholesale power sales	(6.2)	%
Total sales	(1.7)	%
Average number of customers	2.2	%

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•a $126 million decrease in fuel and capacity revenues primarily due to lower fuel and capacity rates billed to retail customers.

Partially offset by:

•a $36 million increase in storm revenues due to Hurricane Idalia collections; and

•a $15 million increase in other revenues due to higher residential fixed bill program revenues and higher Clean Energy Connection subscription revenues.

Operating Expenses. The variance was driven primarily by:

•a $123 million decrease in fuel used in electric generation and purchased power primarily due to lower natural gas prices and the expiration of a purchased power contract in December 2023; and

•a $14 million decrease in property and other taxes primarily due to lower franchise and gross receipts tax, driven by lower revenues and lower property taxes.

Partially offset by:

•a $58 million increase in depreciation and amortization primarily due to lower amortization of the DOE settlement regulatory liability and higher depreciable base; and

•a $38 million increase in operation, maintenance and other primarily due to storm amortization.

Income Tax Expense. The decrease in tax expense was primarily due to a decrease in pretax income.

DUKE ENERGY OHIO

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues
Regulated electric	$	458	$	474	$	(16)
Regulated natural gas	220		235		(15)

Total operating revenues	678		709		(31)
Operating Expenses
Fuel used in electric generation and purchased power	138		176		(38)

Cost of natural gas	61		92		(31)
Operation, maintenance and other	126		123		3
Depreciation and amortization	99		90		9
Property and other taxes	102		80		22

Total operating expenses	526		561		(35)

Operating Income	152		148		4
Other Income and Expenses, net	6		8		(2)
Interest Expense	45		36		9
Income Before Income Taxes	113		120		(7)
Income Tax Expense	19		20		(1)


Net Income	$	94	$	100	$	(6)


MD&A			DUKE ENERGY OHIO

The following table shows the percent changes in GWh sales of electricity, dekatherms of natural gas delivered and average number of electric and natural gas customers. The percentages for retail customer classes represent billed sales only. Total sales includes billed and unbilled retail sales and wholesale sales to incorporated municipalities, public and private utilities and power marketers. Amounts are not weather-normalized.


	Electric		Natural Gas
Increase (Decrease) over prior year	2024		2024
Residential sales	2.4	%	3.8	%
General service sales	(1.8)	%	5.1	%
Industrial sales	(9.1)	%	6.0	%
Wholesale electric power sales	271.4	%	n/a
Other natural gas sales	n/a		4.0	%
Total sales	2.4	%	4.3	%
Average number of customers	1.0	%	1.0	%

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•an $84 million decrease in fuel-related revenues primarily due to lower retail sales volumes, as well as decreased natural gas costs.

Partially offset by:

•a $21 million increase due to higher pricing due to the Duke Energy Ohio natural gas rate case net of decreases in the Ohio CEP rider and Accelerated Main Replacement Program (AMRP) Rider;

•a $12 million increase due to higher pricing due to the Duke Energy Kentucky electric rate case;

•a $10 million increase in revenues related to higher Ohio Valley Electric Corporation (OVEC) rider collections and OVEC sales into PJM Interconnection, LLC (PJM); and

•an $8 million increase in the Distribution Capital Investment (DCI) rider.

Operating Expenses. The variance was driven primarily by:

•a $69 million decrease in fuel expense primarily driven by lower retail prices for natural gas and purchased power, and a decrease in purchased power volumes.

Partially offset by:

•a $22 million increase in property and other taxes primarily due to property tax true ups for prior years and higher property tax in current year, partially offset by Network Integration Transmission Service (NITS) deferral and franchise taxes; and

•a $9 million increase in depreciation and amortization primarily driven by an increase in distribution plant in service and depreciation rates resulting from the Duke Energy Kentucky electric rate case implemented in 2023 and CEP deferrals in 2024.

Interest Expense. The increase was primarily due to higher outstanding debt balances and interest rates.

DUKE ENERGY INDIANA

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance
Operating Revenues	$	759	$	975	$	(216)
Operating Expenses
Fuel used in electric generation and purchased power	271		449		(178)
Operation, maintenance and other	180		184		(4)
Depreciation and amortization	169		158		11
Property and other taxes	14		18		(4)

Total operating expenses	634		809		(175)

Operating Income	125		166		(41)
Other Income and Expenses, net	13		14		(1)
Interest Expense	57		52		5
Income Before Income Taxes	81		128		(47)
Income Tax Expense	14		22		(8)
Net Income	$	67	$	106	$	(39)


MD&A			DUKE ENERGY INDIANA


Increase (Decrease) over prior year	2024
Residential sales	3.4	%
General service sales	(0.1)	%
Industrial sales	(5.1)	%
Wholesale power sales	15.3	%
Total sales	1.7	%
Average number of customers	1.6	%

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•a $172 million decrease in retail fuel revenues primarily due to lower fuel cost recovery driven by lower retail sales volumes and fuel prices;

•a $32 million decrease in weather-normal retail sales volumes; and

•an $11 million decrease in wholesale revenues, including fuel, primarily due to the expiration of a wholesale customer contract.

Operating Expenses. The variance was driven primarily by:

•a $178 million decrease in fuel used in electric generation and purchased power primarily due to lower deferred fuel amortization as well as lower purchased power expense, natural gas and coal costs.

Partially offset by:

•an $11 million increase in depreciation and amortization primarily due to a higher depreciable base and coal ash related amortization.

Income Tax Expense. The decrease in tax expense was primarily due to a decrease in pretax income, partially offset by a decrease in the amortization of EDIT.

PIEDMONT

Results of Operations


	Three Months Ended March 31,
(in millions)	2024		2023		Variance



Operating Revenues	$	676	$	675	$	1
Operating Expenses
Cost of natural gas	170		206		(36)
Operation, maintenance and other	95		89		6
Depreciation and amortization	62		57		5
Property and other taxes	15		16		(1)
Impairment of assets and other charges	—		1		(1)
Total operating expenses	342		369		(27)

Operating Income	334		306		28
Other Income and Expenses, net	17		16		1
Interest Expense	45		40		5
Income Before Income Taxes	306		282		24
Income Tax Expense	60		50		10
Net Income	$	246	$	232	$	14


MD&A			PIEDMONT

The following table shows the percent changes in dekatherms delivered and average number of customers. The percentages for all throughput deliveries represent billed and unbilled sales. Amounts are not weather-normalized.


Increase (Decrease) over prior year	2024
Residential deliveries	20.9	%
Commercial deliveries	19.2	%
Industrial deliveries	3.9	%
Power generation deliveries	(7.6)	%
For resale	4.1	%
Total throughput deliveries	1.1	%
Secondary market volumes	(11.6)	%
Average number of customers	1.5	%

The margin decoupling mechanism adjusts for variations in residential and commercial use per customer, including those due to weather and conservation. The weather normalization adjustment mechanisms mostly offset the impact of weather on bills rendered, but do not ensure full recovery of approved margin during periods when winter weather is significantly warmer or colder than normal.

Three Months Ended March 31, 2024, as compared to March 31, 2023

Operating Revenues. The variance was driven primarily by:

•a $16 million increase due to Tennessee ARM revenue recognition;

•a $9 million increase due to customer growth;

•an $8 million increase due to North Carolina IMR; and

•a $7 million increase due to South Carolina RSA.

Partially offset by:

•a $36 million decrease due to lower natural gas costs passed through to customers, lower rates, and decreased off-system sales natural gas costs.

Operating Expenses. The variance was driven primarily by:

•a $36 million decrease in the cost of natural gas due to lower natural gas costs passed through to customers, lower rates, and decreased off-system sales natural gas costs.

Partially offset by:

•a $6 million increase in operations, maintenance and other primarily due to higher outside services and software projects; and

•a $5 million increase in depreciation and amortization due to additional plant in service.

Interest Expense. The increase was primarily due to higher outstanding debt balances and interest rates.

Income Tax Expense. The increase in tax expense was primarily due to an increase in pretax income and a decrease in the amortization of EDIT.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Duke Energy relies primarily upon cash flows from operations, debt and equity issuances and its existing cash and cash equivalents to fund its liquidity and capital requirements. Duke Energy’s capital requirements arise primarily from capital and investment expenditures, repaying long-term debt and paying dividends to shareholders. Additionally, due to its existing tax attributes and projected tax credits to be generated relating to the IRA, Duke Energy does not expect to be a significant federal cash taxpayer until around 2030. Duke Energy’s Annual Report on Form 10-K for the year ended December 31, 2023, included a summary and detailed discussion of projected primary sources and uses of cash for 2024 to 2026.

As part of the ATM program, in March 2024, Duke Energy executed an equity forward sales agreement. Settlement of the forward sales agreement is expected to occur during or prior to December 2024. See Note 14 to the Condensed Consolidated Financial Statements, “Stockholders’ Equity” for further details.

As of March 31, 2024, Duke Energy had $459 million of cash on hand and $5.1 billion available under its $9 billion Master Credit Facility. Duke Energy expects to have sufficient liquidity in the form of cash on hand, cash from operations and available credit capacity to support its funding needs.

As discussed in Note 12 to the Condensed Consolidated Financial Statements, "Variable Interest Entities," Duke Energy terminated and repaid CRC in March 2024 and Duke Energy Florida terminated and repaid DEFR in April 2024. As a result of these repayments, CRC and DEFR have ceased operations and no longer acquire the receivables of Duke Energy’s subsidiaries. Duke Energy Carolinas and Duke Energy Progress continue to evaluate financing opportunities and anticipate termination and repayment of the borrowing facilities of DERF and DEPR prior to their scheduled termination dates in January 2025 and April 2025, respectively.


MD&A			LIQUIDITY AND CAPITAL RESOURCES

Refer to Note 6 to the Condensed Consolidated Financial Statements, "Debt and Credit Facilities," for information regarding Duke Energy's debt issuances and maturities, and available credit facilities including the Master Credit Facility. Additionally, see Note 2 to the Condensed Consolidated Financial Statements, "Dispositions," for the timing and use of proceeds from the sale of certain Commercial Renewables assets to affiliates of Brookfield and ArcLight Capital Partners, LLC.

Cash Flow Information

The following table summarizes Duke Energy’s cash flows.


	Three Months Ended
	March 31,
(in millions)	2024		2023
Cash flows provided by (used in):
Operating activities	$	2,474	$	1,483
Investing activities	(3,342)		(3,209)
Financing activities	1,029		1,747

Net increase in cash, cash equivalents and restricted cash	161		21
Cash, cash equivalents and restricted cash at beginning of period	357		603
Cash, cash equivalents and restricted cash at end of period	$	518	$	624

OPERATING CASH FLOWS

The following table summarizes key components of Duke Energy’s operating cash flows.


	Three Months Ended
	March 31,
(in millions)	2024		2023		Variance
Net income	$	1,151	$	761	$	390
Non-cash adjustments to net income	1,586		1,556		30

Payments for asset retirement obligations	(115)		(117)		2
Working capital	(338)		(861)		523
Other assets and Other liabilities	190		144		46
Net cash provided by operating activities	$	2,474	$	1,483	$	991

The variance is primarily driven by:

•a $523 million decrease in net cash outflows from working capital accounts, primarily due to the recovery of deferred fuel costs and the timing of accruals and payments; and

•a $420 million increase in net income, after adjustment for non-cash items, primarily due to improved weather and favorable rate case impacts along with growth from riders and other margin, partially offset by higher interest expense.

INVESTING CASH FLOWS

The following table summarizes key components of Duke Energy’s investing cash flows.


	Three Months Ended
	March 31,
(in millions)	2024		2023		Variance
Capital, investment and acquisition expenditures	$	(3,215)	$	(3,152)	$	(63)

Other investing items	(127)		(57)		(70)
Net cash used in investing activities	$	(3,342)	$	(3,209)	$	(133)

The variance is primarily due to higher overall investments in the EU&I segment in the current year. Additionally, there were net proceeds of $76 million received in the prior year related to the sale of certain assets.


MD&A			LIQUIDITY AND CAPITAL RESOURCES

FINANCING CASH FLOWS

The following table summarizes key components of Duke Energy’s financing cash flows.


	Three Months Ended
	March 31,
(in millions)	2024		2023		Variance
Issuances of long-term debt, net	$	2,089	$	2,705	$	(616)


Notes payable, commercial paper and other short-term borrowings	(191)		(265)		74
Dividends paid	(806)		(815)		9
Contributions from noncontrolling interests	—		206		(206)

Other financing items	(63)		(84)		21
Net cash provided by financing activities	$	1,029	$	1,747	$	(718)

The variance was primarily due to:

•a $616 million decrease in proceeds from net issuances of long-term debt, primarily due to timing of issuances and redemptions of long-term debt; and

•a $206 million decrease in contributions from noncontrolling interests.

Partially offset by:

•a $74 million increase in net borrowings from notes payable and commercial paper.

OTHER MATTERS

Environmental Regulations

The Duke Energy Registrants are subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal, coal ash and other environmental matters. These regulations can be changed from time to time and result in new obligations of the Duke Energy Registrants. Refer to Note 4, "Regulatory Matters," in Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023, for more information regarding potential plant retirements and Note 4, "Regulatory Matters," to the Condensed Consolidated Financial Statements, for further information regarding regulatory filings related to the Duke Energy Registrants.

In April 2024, the EPA issued a final rule under the Resource Conservation and Recovery Act, which significantly expands the scope of the CCR Rule by establishing regulatory requirements for inactive surface impoundments at retired generating facilities (Legacy CCR Surface Impoundments). The final rule also imposes a subset of the CCR Rule’s requirements, including groundwater monitoring, corrective action (where necessary), and in certain cases, closure, and post-closure care requirements, on previously unregulated coal ash sources at regulated facilities (CCR Management Units). CCR Management Units may include surface impoundments and landfills that closed prior to the effective date of the 2015 CCR Rule, inactive CCR landfills, and other areas where CCR is managed directly on the land at Duke Energy facilities. Duke Energy is reviewing the final rule and analyzing the potential impacts it could have on the Company, which could be material.

In April 2024, the EPA issued a final rule under section 111 of the Clean Air Act (EPA Rule 111) regulating GHG emissions from existing coal-fired and new natural gas-fired power plants, referred to as electric generating units (EGUs). EPA Rule 111 requires existing coal-fired power plants expected to operate in 2039 and beyond to reduce GHG emissions by 90% through the use of carbon capture and sequestration starting in 2032, subject to certain modifications for coal plants that retire sooner and co-fire natural gas. EPA Rule 111 also establishes GHG emissions reduction standards for new natural gas-fired EGUs, subject to carve-outs for smaller peaking units that fill gaps that cannot be met with renewables or storage. The EPA did not finalize emission guidelines for GHG emissions from existing fossil fuel-fired stationary combustion turbines and intends to address these is a future rulemaking. Duke Energy is reviewing the final rule and analyzing the potential impacts it could have on the Company, which could be material.

Cost recovery for future expenditures will be pursued through the normal ratemaking process with federal and state utility commissions, which permit recovery of necessary and prudently incurred costs associated with Duke Energy’s regulated operations. Duke Energy is evaluating potential legal challenges to the final rules.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For an in-depth discussion of the Duke Energy Registrants' market risks, see “Quantitative and Qualitative Disclosures about Market Risk” in Item 7 of Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by the Duke Energy Registrants in the reports they file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the SEC rules and forms.


ITEM 4.			CONTROLS AND PROCEDURES

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Duke Energy Registrants in the reports they file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Duke Energy Registrants have evaluated the effectiveness of their disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024, and, based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these controls and procedures are effective in providing reasonable assurance of compliance.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Duke Energy Registrants have evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that occurred during the fiscal quarter ended March 31, 2024, and have concluded no change has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting.

100


OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Duke Energy Registrants are, from time to time, parties to various lawsuits and regulatory proceedings in the ordinary course of their business. For information regarding legal proceedings, including regulatory and environmental matters, see Note 4, "Regulatory Matters," and Note 5, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements. For additional information, see Item 3, "Legal Proceedings," in Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, careful consideration should be given to the factors discussed in Part I, “Item 1A. Risk Factors” in the Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023, which could materially affect the Duke Energy Registrants’ financial condition or future results. The information presented below updates, and should be read in conjunction with, the risk factors and information disclosed in Duke Energy's Annual Report on Form 10-K for the year ended December 31, 2023.

BUSINESS STRATEGY RISKS

Duke Energy’s future results could be adversely affected if it is unable to implement its business strategy including achieving its carbon emissions reduction goals.

Duke Energy’s results of operations depend, in significant part, on the extent to which it can implement its business strategy successfully. Duke Energy's clean energy transition, which includes achieving net-zero carbon emissions from electricity generation by 2050, modernizing the regulatory construct, transforming the customer experience, and digital transformation, is subject to business, policy, regulatory, technology, economic and competitive uncertainties and contingencies, many of which are beyond its control and may make those goals difficult to achieve.

Federal or state policies could be enacted that restrict the availability of, and increase the costs associated with the use of, fuels or generation technologies, such as natural gas or nuclear power, that enable Duke Energy to reduce its carbon emissions. For example, new EPA rules issued in April 2024 impose stringent GHG emission reduction standards, revised air toxic limits, and wastewater discharge limitations that may impact our carbon-reduction targets, and operational timeline and costs associated with certain new and existing generation. Supportive policies may be needed to facilitate the siting and cost recovery of transmission and distribution upgrades needed to accommodate the build out of large volumes of renewables and energy storage. Further, the approval of our state regulators will be necessary for the Company to continue to retire existing carbon emitting assets or make investments in new generating capacity. The Company may be constrained by the ability to procure resources or labor needed to build new generation at a reasonable price as well as to construct projects on time. In addition, new technologies that are not yet commercially available or are unproven at utility-scale will likely be needed, including carbon capture and sequestration and supporting infrastructure as well as new resources capable of following electric load over long durations such as advanced nuclear, hydrogen and long-duration storage. If these technologies are not developed or are not available at reasonable prices, or if we invest in early stage technologies that are then supplanted by technological breakthroughs, Duke Energy’s ability to achieve a net-zero target by 2050 at a cost-effective price could be at risk.

Achieving our carbon reduction goals will require continued operation of our existing carbon-free technologies including nuclear and renewables. The rapid transition to and expansion of certain low-carbon resources, such as renewables without cost-effective storage, may challenge our ability to meet customer expectations of reliability and affordability in a carbon constrained environment, particularly as demand increases. Our nuclear fleet is central to our ability to meet these objectives and customer expectations. We are continuing to seek to renew the operating licenses of the 11 reactors we operate at six nuclear stations for an additional 20 years, extending their operating lives to and beyond midcentury. Failure to receive approval from the NRC for the relicensing of any of these reactors could affect our ability to achieve a net-zero target by 2050.

As a consequence, Duke Energy may not be able to fully implement or realize the anticipated results of its energy transition strategy, which may have an adverse effect on its financial condition.

101


OTHER INFORMATION

REGULATORY, LEGISLATIVE AND LEGAL RISKS

The Duke Energy Registrants are subject to numerous environmental laws and regulations requiring significant capital expenditures that can increase the cost of operations, and which may impact or limit business plans, or cause exposure to environmental liabilities.

The Duke Energy Registrants are subject to numerous environmental laws and regulations affecting many aspects of their present and future operations, including CCRs, air emissions, water quality, wastewater discharges, solid waste and hazardous waste. For example, the new EPA rules issued in April 2024, among other things, impose stringent GHG emissions limitations on existing coal plants and new natural gas plants and more stringent air toxic limits on existing coal plants, increase limitations on wastewater discharge, and impose groundwater monitoring and corrective action requirements on previously unregulated coal ash sources at regulated facilities (CCR Management Units) and inactive surface impoundments at retired generating facilities (Legacy CCR Surface Impoundments). Potential legal challenges to such rules may not be successful, and adherence to these rules may increase the cost of compliance, impact generation resource mix and carbon-reduction targets, and negatively impact customer reliability and affordability due to such rules' imposition of stringent GHG emissions limitations and reliance on carbon capture technologies that are not yet adequately demonstrated at utility-scale. These and other environmental laws and regulations can result in increased capital, operating and other costs. These laws and regulations generally require the Duke Energy Registrants to obtain and comply with a wide variety of environmental licenses, permits, inspections and other approvals. Compliance with environmental laws and regulations can require significant expenditures, including expenditures for cleanup costs and damages arising from contaminated properties. Failure to comply with environmental regulations may result in the imposition of fines, penalties and injunctive measures affecting operating assets, as well as reputational damage. The steps the Duke Energy Registrants could be required to take to ensure their facilities are in compliance could be prohibitively expensive. As a result, the Duke Energy Registrants may be required to shut down or alter the operation of their facilities, which may cause the Duke Energy Registrants to incur losses. Further, the Duke Energy Registrants may not be successful in recovering capital and operating costs incurred to comply with new environmental regulations through existing regulatory rate structures and their contracts with customers. Also, the Duke Energy Registrants may not be able to obtain or maintain from time to time all required environmental regulatory approvals for their operating assets or development projects. Delays in obtaining any required environmental regulatory approvals, failure to obtain and comply with them or changes in environmental laws or regulations to more stringent compliance levels could, and are likely to, result in additional costs of operation for existing facilities or development of new facilities being prevented, delayed or subject to additional costs. The costs to comply with environmental laws and regulations could have a material effect on the Duke Energy Registrants’ results of operations, financial position or cash flows.

The EPA has issued or proposed federal regulations, including the new rules issued in April 2024, governing the management of cooling water intake structures, wastewater, CCR management units, air toxics emissions, and CO2 emissions. New state legislation in response to such regulations could impose carbon reduction goals that are more aggressive than the Company's plans. These regulations may require the Duke Energy Registrants to make additional capital expenditures and increase operating and maintenance costs.

OPERATIONAL RISKS

The reputation and financial condition of the Duke Energy Registrants could be negatively impacted due to their obligations to comply with federal and state regulations, laws, and other legal requirements that govern the operations, assessments, storage, closure, remediation, disposal and monitoring relating to CCR, the high costs and new rate impacts associated with implementing these new CCR-related requirements and the strategies and methods necessary to implement these requirements in compliance with these legal obligations.

As a result of electricity produced for decades at coal-fired power plants, the Duke Energy Registrants manage large amounts of CCR that are primarily stored in dry storage within landfills or combined with water in surface impoundments, all in compliance with applicable regulatory requirements. A CCR-related operational incident could have a material adverse impact on the reputation and results of operations, financial position and cash flows of the Duke Energy Registrants.

During 2015, EPA regulations were enacted related to the management of CCR from power plants. These regulations classify CCR as nonhazardous waste under the RCRA and apply to electric generating sites with new and existing landfills and, new and existing surface impoundments, and establish requirements regarding landfill design, structural integrity design and assessment criteria for surface impoundments, groundwater monitoring, protection and remedial procedures and other operational and reporting procedures for the disposal and management of CCR. In addition to the federal regulations, CCR landfills and surface impoundments will continue to be regulated by existing state laws, regulations and permits, as well as additional legal requirements that may be imposed in the future, such as the settlement reached with the NCDEQ to excavate seven of the nine remaining coal ash basins in North Carolina, and partially excavate the remaining two, and the EPA's January 11, 2022, issuance of a letter interpreting the CCR Rule, including its applicability and closure provisions. Most recently, in April 2024, the EPA issued its final Legacy Surface Impoundment Rule, which significantly expands the scope of the 2015 CCR Rule to apply to legacy CCR surface impoundments (inactive impoundments at retired facilities) and CCR management units (previously unregulated coal ash sources at regulated facilities). These federal and state laws, regulations and other legal requirements may require or result in additional expenditures, including increased operating and maintenance costs, which could affect the results of operations, financial position and cash flows of the Duke Energy Registrants. The Duke Energy Registrants will continue to seek full cost recovery for expenditures through the normal ratemaking process with state and federal utility commissions, who permit recovery in rates of necessary and prudently incurred costs associated with the Duke Energy Registrants’ regulated operations, and through other wholesale contracts with terms that contemplate recovery of such costs, although there is no guarantee of full cost recovery. In addition, the timing for and amount of recovery of such costs could have a material adverse impact on Duke Energy's cash flows.

The Duke Energy Registrants have recognized significant AROs related to these CCR-related requirements. Closure activities began in 2015 at the four sites specified as high priority by the Coal Ash Act and at the W.S. Lee Steam Station site in South Carolina in connection with other legal requirements. Excavation at these sites involves movement of CCR materials to off-site locations for use as structural fill, to appropriately engineered off-site or on-site lined landfills or conversion of the ash for beneficial use. Duke Energy has completed excavation of coal ash at the four high-priority North Carolina sites. At other sites, planning and closure methods have been studied and factored into the estimated retirement and management costs, and closure activities have commenced. As the closure and CCR management work progresses and final closure plans and corrective action measures are developed and approved at each site, the scope and complexity of work and the amount of CCR material could be greater than estimates and could, therefore, materially increase compliance expenditures and rate impacts.

102


OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer of the Company adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

103


EXHIBITS

ITEM 6. EXHIBITS

Exhibits filed herein are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as indicated. Items constituting management contracts or compensatory plans or arrangements are designated by a double asterisk (**). The Company agrees to furnish upon request to the commission a copy of any omitted schedules or exhibits upon request on all items designated by a triple asterisk (***).

Duke

Exhibit

Duke

Energy

Progress

Energy

Number

Energy

Carolinas

Energy

Progress

Florida

Ohio

Indiana

Piedmont

4.1

One-h undred and t enth Supplemental Indenture, dated as of January 5, 2024, between the r egistrant and The Bank of New York Mellon Trust Company, N.A., as Trustee (i ncorporated by reference to Exhibit 4.2 to registrant's Current Report on Form 8-K, filed on January 5, 2024, F ile No . 1-04928).

4.2

One-h undred and e leventh Supplemental Indenture, dated as of January 5, 2024, between the registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, and a form of global bonds representing the First and Refunding Mortgage Bonds, 4.85% Series due 2034 (i ncorporated by reference to Exhibit 4.3 to regis tra nt's Current Report on Form 8-K , filed on January 5, 2 024, File No. 1-04928).

4.3

Seventy-s econd Supplemental Indenture, dated as of March 1, 2024 , between the registrant and Deutsche Bank National Trust Company, as Trustee and form of global bond (incorporated by reference to Exhibit 4.1 to registrant's Current Report on Form 8 -K filed on March 1, 2024 , File No. 1-3543).

4.4

Forty-ninth Supplemental Indenture, dated as of March 14, 2024, between the registrant and The Bank of New York Mellon Trust Company, N.A., as trustee, and form of global bond (incorporated by refe rence to Exhibit 4.1 to registrant's Current Report on Form 8-K filed on March 14, 2024, File No. 1-12 32).

4.5

Ninety-fifth Supplemental Indenture, dated as of March 1, 2024 , among the registrant , The Bank of New York Mellon (formerly Irving Trust Com pany) and Christie Leppert (successor to Frederick G. Herbst) and form of global bon d (incorporated by reference to Exhibit 4.1 to registrant's Current Report on Form 8-K filed on March 1 4 , 2024, File No . 1-3382).

*4.6

Term Loan Credit Agreement, dated as of March 26, 2024, by and among Duke Energy Corporation, as Borrower, the lenders party thereto and PNC Bank, N.A., as Administrative Agent

*31.1.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.2

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.3

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.4

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

104


EXHIBITS

*31.1.5

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.6

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.7

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.1.8

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.1

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.3

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.4

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.5

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.6

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.7

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2.8

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.3

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.4

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.5

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.6

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.7

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.1.8

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

105


EXHIBITS

*32.2.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.3

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.4

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.5

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.6

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.7

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2.8

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101.INS

XBRL Instance Document (this does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

*101.SCH

XBRL Taxonomy Extension Schema Document.

*101.CAL

XBRL Taxonomy Calculation Linkbase Document.

*101.LAB

XBRL Taxonomy Label Linkbase Document.

*101.PRE

XBRL Taxonomy Presentation Linkbase Document.

*101.DEF

XBRL Taxonomy Definition Linkbase Document.

*104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

The total amount of securities of the registrant or its subsidiaries authorized under any instrument with respect to long-term debt not filed as an exhibit does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees, upon request of the SEC, to furnish copies of any or all of such instruments to it.

106


SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


		DUKE ENERGY CORPORATION DUKE ENERGY CAROLINAS, LLC PROGRESS ENERGY, INC. DUKE ENERGY PROGRESS, LLC DUKE ENERGY FLORIDA, LLC DUKE ENERGY OHIO, INC. DUKE ENERGY INDIANA, LLC PIEDMONT NATURAL GAS COMPANY, INC.

Date:	May 7, 2024	/s/ BRIAN D. SAVOY
		Brian D. Savoy Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date:	May 7, 2024	/s/ CYNTHIA S. LEE
		Cynthia S. Lee Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

107

Document

Exhibit 4.6

Published CUSIP Number: 26439BAQ4

Term Loan CUSIP Number: 26439BAR2

$700,000,000

TERM LOAN CREDIT AGREEMENT

dated as of March 26, 2024,

by and among

DUKE ENERGY CORPORATION
as Borrower,

the lenders referred to herein,

as Lenders

and

PNC BANK, N.A.
as Administrative Agent,

PNC CAPITAL MARKETS LLC
REGIONS BANK

U.S. BANK NATIONAL ASSOCIATION

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

PAGE

Article 1 Definitions

Section 1.01.... Definitions............................................................................................................... 1

Section 1.02.... Accounting Terms and Determinations..................................................................... 16

Section 1.03.... Types of Borrowings............................................................................................... 16

Section 1.04.... Divisions................................................................................................................ 16

Section 1.05.... Rates...................................................................................................................... 16

Article 2 The Credit

Section 2.01.... Commitments to Lend............................................................................................. 17

Section 2.02.... Notice of Borrowings.............................................................................................. 17

Section 2.03.... Notice to Lenders; Funding of Loans........................................................................ 17

Section 2.04.... Registry; Notes....................................................................................................... 18

Section 2.05.... Maturity of Loans................................................................................................... 18

Section 2.06.... Interest Rates.......................................................................................................... 18

Section 2.07.... [Reserved].............................................................................................................. 19

Section 2.08.... Method of Electing Interest Rates............................................................................ 19

Section 2.09.... [Reserved].............................................................................................................. 20

Section 2.10.... Optional Prepayments............................................................................................. 20

Section 2.11.... General Provisions as to Payments........................................................................... 20

Section 2.12.... Funding Losses....................................................................................................... 21

Section 2.13.... Computation of Interest and Fees............................................................................. 21

Section 2.14.... [Reserved].............................................................................................................. 21

Section 2.15.... [Reserved].............................................................................................................. 22

Section 2.16.... [Reserved].............................................................................................................. 22

Section 2.17.... [Reserved].............................................................................................................. 22

Section 2.18.... Defaulting Lenders................................................................................................. 22

Article 3 Conditions

Section 3.01.... Effective Date......................................................................................................... 23

Section 3.02.... [Reserved].............................................................................................................. 24

Section 3.03.... Borrowings............................................................................................................. 24

Article 4 Representations and Warranties

Section 4.01.... Organization and Power.......................................................................................... 24

Section 4.02.... Corporate and Governmental Authorization; No Contravention................................. 24

Section 4.03.... Binding Effect........................................................................................................ 24

Section 4.04.... Financial Information.............................................................................................. 24

Section 4.05.... Regulation U.......................................................................................................... 25

Section 4.06.... Litigation............................................................................................................... 25

Section 4.07.... Compliance with Laws............................................................................................ 25

Section 4.08.... Taxes..................................................................................................................... 25

Section 4.09.... Anti-corruption Law and Sanctions.......................................................................... 26

Article 5 Covenants

Section 5.01.... Information............................................................................................................ 26

Section 5.02.... Payment of Taxes................................................................................................... 27

Section 5.03.... Maintenance of Property; Insurance......................................................................... 28

Section 5.04.... Maintenance of Existence........................................................................................ 28

Section 5.05.... Compliance with Laws............................................................................................ 28

Section 5.06.... Books and Records................................................................................................. 28

Section 5.07.... Negative Pledge...................................................................................................... 28

Section 5.08.... Consolidations, Mergers and Sales of Assets............................................................ 30

Section 5.09.... Use of Proceeds...................................................................................................... 30

Section 5.10.... Indebtedness/Capitalization Ratio............................................................................ 30

Article 6 Defaults

Section 6.01.... Events of Default.................................................................................................... 30

Section 6.02.... Notice of Default.................................................................................................... 32

Article 7 The Administrative Agent

Section 7.01.... Appointment and Authorization............................................................................... 32

Section 7.02.... Administrative Agent and Affiliates......................................................................... 32

Section 7.03.... Action by Administrative Agent............................................................................... 33

Section 7.04.... Consultation with Experts........................................................................................ 33

Section 7.05.... Liability of Administrative Agent............................................................................ 33

Section 7.06.... Indemnification...................................................................................................... 33

Section 7.07.... Credit Decision....................................................................................................... 34

Section 7.08.... Successor Administrative Agent.............................................................................. 34

Section 7.09.... Administrative Agent’s Fee..................................................................................... 34

Section 7.10.... Certain ERISA Matters........................................................................................... 34

Section 7.11.... Erroneous Payments................................................................................................ 35

Article 8 Change in Circumstances

Section 8.01.... Changed Circumstances.......................................................................................... 37

Section 8.02.... Increased Cost and Reduced Return......................................................................... 40

Section 8.03.... Taxes..................................................................................................................... 40

Section 8.04.... Base Rate Loans Substituted for Affected SOFR Loans............................................. 43

Section 8.05.... Substitution of Lender; Termination Option.............................................................. 44

Article 9 Miscellaneous

Section 9.01.... Notices................................................................................................................... 44

Section 9.02.... No Waivers............................................................................................................ 45

Section 9.03.... Expenses; Indemnification....................................................................................... 45

Section 9.04.... Sharing of Set-offs.................................................................................................. 46

Section 9.05.... Amendments and Waivers....................................................................................... 46

Section 9.06.... Successors and Assigns........................................................................................... 47

Section 9.07.... Collateral............................................................................................................... 49

Section 9.08.... Confidentiality........................................................................................................ 49

Section 9.09.... Governing Law; Submission to Jurisdiction.............................................................. 50

Section 9.10.... Counterparts; Integration; Effectiveness; Electronic Execution.................................. 50

Section 9.11.... WAIVER OF JURY TRIAL.................................................................................... 51

Section 9.12.... USA Patriot Act...................................................................................................... 51

Section 9.13.... [Reserved].............................................................................................................. 51

Section 9.14.... No Fiduciary Duty.................................................................................................. 51

Section 9.15.... Survival................................................................................................................. 51

Section 9.16.... Acknowledgment and Consent to Bail-In of Affected Financial Institutions................ 51

Section 9.17.... Acknowledgement Regarding Any Supported QFCs................................................. 52

SCHEDULES

Schedule 1.01 - Commitment Schedule

EXHIBITS

Exhibit A - Note

Exhibit B - [Reserved]

Exhibit C - [Reserved]

Exhibit D - Assignment and Assumption Agreement

iii

TERM LOAN CREDIT AGREEMENT

TERM LOAN CREDIT AGREEMENT dated as of March 26, 2024, by and among DUKE ENERGY CORPORATION, a Delaware corporation, as Borrower, the Lenders from time to time party hereto and PNC BANK, N.A., as Administrative Agent.

STATEMENT OF PURPOSE

The Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend, certain credit facilities to the Borrower.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

Article 1
Definitions

Section 1.1Definitions. The following terms, as used herein, have the following meanings:

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to the sum of (a) Term SOFR for such calculation plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Administrative Agent” means PNC Bank, N.A. in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity.

“Administrative Questionnaire” means, with respect to each Lender, the administrative questionnaire in the form submitted to such Lender by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrower) duly completed by such Lender.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, as to any Person (the “specified Person”) (i) any Person that directly, or indirectly through one or more intermediaries, controls the specified Person (a “Controlling Person”) or (ii) any Person (other than the specified Person or a Subsidiary of the specified Person) which is controlled by or is under common control with a Controlling Person. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent Parties” has the meaning set forth in Section 9.01(c).

“Agreement” means this Term Loan Credit Agreement as the same may be amended from time to time.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977 and all other laws, rules, and regulations of any jurisdiction concerning or relating to bribery, corruption or money laundering.

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators.

“Applicable Margin” means, with respect to SOFR Loans to the Borrower, 1.00% per annum.

“Approved Fund” means any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Officer” means the president, the chief financial officer, a vice president, the treasurer, an assistant treasurer or the controller of the Borrower or such other representative of the Borrower as may be designated by any one of the foregoing with the consent of the Administrative Agent.

“Assignee” has the meaning set forth in Section 9.06(c).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 8.01(c)(iv).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding (or any similar proceeding), or generally fails to pay its debts as such debts become due, or admits in writing its inability to pay its debts generally, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or assets appointed for it, or, in the good faith determination of the Administrative Agent (or, if the Administrative Agent is the subject of the Bankruptcy Event, the Required Lenders), has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that (except with respect to a Lender that is subject to a Bail-In Action) a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or

instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means, at any time, the highest of (a) the Prime Rate; (b) the Federal Funds Rate plus 0.50%; and (c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that clause (c) shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Base Rate be less than 0%.

“Base Rate Loan” means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue.

“Base Rate Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 8.01(c)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation

thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred

with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.01(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 8.01(c)(i).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means Duke Energy Corporation, a Delaware corporation.

“Borrowing” means a borrowing made on a single date and for a single Interest Period.

“Change” has the meaning set forth in Section 9.05(b).

“Change in Law” means the occurrence of any of the following after the date of this Agreement: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” after the date hereof regardless of the date enacted, adopted, issued or implemented.

“Commitment” means (i) the Initial Commitments and (ii) with respect to each Assignee which becomes a Lender pursuant to Sections 8.05 or 9.06(c), the amount of the Commitment thereby assumed by it, in each case as such amount may from time to time be reduced pursuant to Sections 8.05 or 9.06(c) or increased pursuant to Sections 8.05 or 9.06(c).

“Commitment Schedule” means the Commitment Schedule attached hereto as Schedule 1.01.

“Commitment Termination Date” means the earliest of (i) the date on which any Borrowing has been made such that the aggregate Commitments of the Lenders has been reduced to $0, (ii) the date on which the second Borrowing of Loans hereunder has been made and (iii) April 25, 2024.

“Communications” has the meaning set forth in Section 9.01(c)

“Conforming Changes” means, with respect to the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Domestic Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” means, with respect to any Lender or Agent, taxes that are imposed on or measured by net income (however denominated), franchise taxes or branch profits taxes, in each case, imposed as a result of a connection (including any former connection) between such Lender or Agent and the jurisdiction imposing such tax (other than connections arising from such Lender or Agent having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement or any Note, or sold or assigned an interest in any Loan, this Agreement or any Note).

“Consolidated Capitalization” means, with respect to the Borrower, the sum, without duplication, of (i) Consolidated Indebtedness of the Borrower, (ii) consolidated common equity holders’ equity as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared in accordance with generally accepted accounting principles, (iii) the aggregate liquidation preference of preferred or priority equity interests (other than preferred or priority equity interests subject to mandatory redemption or repurchase) of the Borrower and its Consolidated Subsidiaries upon involuntary liquidation, (iv) the aggregate outstanding amount of all Equity Preferred Securities of the Borrower and (v) minority interests as would appear on a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries prepared in accordance with generally accepted accounting principles.

“Consolidated Indebtedness” means, at any date, with respect to the Borrower, all Indebtedness of the Borrower and its Consolidated Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles; provided that Consolidated Indebtedness shall exclude, to the extent otherwise reflected therein, Equity Preferred Securities of the Borrower and its Consolidated Subsidiaries up to a maximum excluded amount equal to 15% of Consolidated Capitalization of the Borrower.

“Consolidated Net Assets” means, at any date with respect to the Borrower, (a) total assets of the Borrower and its Subsidiaries (minus applicable reserves) determined on a consolidated basis in accordance with generally accepted accounting principles minus (b) total liabilities of the Borrower and its Subsidiaries, in each case determined on a consolidated basis in accordance with generally accepted accounting principles, all as reflected in the consolidated financial statements of the Borrower most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b).

“Consolidated Subsidiary” means, for any Person, at any date any Subsidiary or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed to (i) fund any portion of its Loans within two Domestic Business Days of the date required to be funded or (ii) pay over to any Lender Party any other amount required to be paid by it hereunder within two Domestic Business Days of the date required to be paid, unless, in the case of clause (i) or (ii) above, such Lender notifies the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Domestic Business Days after written request by the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) or the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans under this Agreement unless such Lender notifies the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt by the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) and the Borrower of such certification in form and substance satisfactory to the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) and the Borrower, or (d) has become (or has a direct or indirect Parent that has become) the subject of a Bankruptcy Event or a Bail-In Action. Any determination by the Administrative Agent (or, if the Administrative Agent is the Defaulting Lender, the Required Lenders) that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower and each Lender.

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.

“Domestic Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the State of North Carolina are authorized by law to close.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which all the conditions precedent in Section 3.01 are satisfied or waived in accordance with Section 9.05.

“Electronic Record” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Electronic Signature” has the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges, releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes.

“Equity Preferred Securities” means, with respect to the Borrower, any trust preferred securities or deferrable interest subordinated debt securities issued by the Borrower or any Subsidiary or other financing vehicle of the Borrower that (i) have an original maturity of at least twenty years and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the Maturity Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Group” means, with respect to the Borrower, the Borrower and all other members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

“Erroneous Payment” has the meaning assigned thereto in Section 7.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 7.11(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 7.11(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning set forth in Section 6.01.

“FATCA” has the meaning set forth in Section 8.03(a).

“FDIC” means the Federal Deposit Insurance Corporation.

“Federal Funds Rate” means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day; provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to PNC Bank, N.A. on such day on such transactions as determined by the Administrative Agent; provided further, that, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Floor” means a rate of interest equal to 0%.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Governmental Authority” means any international, foreign, federal, state, regional, county, local or other governmental or quasi-governmental authority.

“Group of Loans” means at any time a group of Loans consisting of (i) all Loans to the Borrower which are Base Rate Loans at such time or (ii) all SOFR Loans to the Borrower having the same Interest Period at such time; provided that, if a Loan of any particular Lender is converted to or made as a Base Rate Loan pursuant to Article 8, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been if it had not been so converted or made.

“Hedging Agreement” means for any Person, any and all agreements, devices or arrangements designed to protect such Person or any of its Subsidiaries from the fluctuations of interest rates, exchange rates applicable to such party’s assets, liabilities or exchange transactions, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, commodity swap agreements, forward rate currency or interest rate options, puts and warrants. Notwithstanding anything herein to the contrary, “Hedging Agreements” shall also include fixed-for-floating interest rate swap agreements and similar instruments.

“Indebtedness” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase price of property or services purchased (excluding current accounts payable incurred in the ordinary course of business), (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired, (iv) all indebtedness under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (v) the face amount of all outstanding letters of credit issued for the account of such Person (other than letters of credit relating to indebtedness included in Indebtedness of such Person pursuant to another clause of this definition) and, without duplication, the unreimbursed amount of all drafts drawn thereunder, (vi) indebtedness secured by any Lien on property or assets of such Person, whether or not assumed (but in any event not exceeding the fair market value of the property or asset), (vii) all direct guarantees of Indebtedness referred to above of another Person, (viii) all amounts payable in connection with mandatory redemptions or repurchases of preferred stock or member interests or other preferred or priority equity interests and (ix) any obligations of such Person (in the nature of principal or interest) in respect of acceptances or similar obligations issued or created for the account of such Person.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Initial Commitment” means, with respect to any Lender listed on the signature pages hereof, the commitment of such Lender to make a Loan on or after the Effective Date in the amount set forth opposite its name on the Commitment Schedule.

“Interest Period” means, as to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one, three or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and subject to availability; provided that:

(a) the Interest Period shall commence on the date of advance of or conversion to any SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires;

(b) if any Interest Period would otherwise expire on a day that is not a Domestic Business Day, such Interest Period shall expire on the next succeeding Domestic Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Domestic Business Day but is a day of the month after which no further Domestic Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Domestic Business Day;

(c) any Interest Period that begins on the last Domestic Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Domestic Business Day of the relevant calendar month at the end of such Interest Period;

(d) [reserved]; and

(e) no tenor that has been removed from this definition pursuant to Section 8.01(c)(iv) shall be available for specification in any Notice of Borrowing or Notice of Conversion/Continuation.

provided further that no Interest Period applicable to any Loan of any Lender may end after the Maturity Date.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“Investment Grade Status” exists as to any Person at any date if all senior long-term unsecured debt securities of such Person outstanding at such date which has been rated by S&P or Moody’s are rated BBB- or higher by S&P or Baa3 or higher by Moody’s, as the case may be, or if such Person does not have a rating of its long-term unsecured debt securities, then if the corporate credit rating of such Person, if any exists, from S&P is BBB- or higher or the issuer rating of such Person, if any exists, from Moody’s is Baa3 or higher.

“Lender” means each bank or other financial institution listed on the signature pages hereof, each Assignee which becomes a Lender pursuant to Section 8.05 or Section 9.06(c), and their respective successors.

“Lender Party” means any of the Lenders and the Administrative Agent.

“Lending Office” means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Lending Office) or such other office as such Lender may hereafter designate as its Lending Office by notice to the Borrower and the Administrative Agent, and which may include an office of any Affiliate of such Lender or any domestic or foreign branch of such Lender or Affiliate.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the Borrower or any of its Subsidiaries shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

“Loan” means a loan made or to be made by a Lender pursuant to Section 2.01; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“Loan Documents” means, collectively, this Agreement, each Note and each other document, instrument, certificate and agreement executed and delivered by the Borrower or any of its subsidiaries in favor of or provided to the Administrative Agent in connection with this Agreement or otherwise referred to herein or contemplated hereby.

“Master Credit Facility” means the Amended and Restated Credit Agreement dated as of March 18, 2022, as amended by Amendment No. 1 and Consent dated as of March 17, 2023, among the Borrower, the other borrowers thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other agents party thereto, as the same may be amended, amended and restated, modified, supplemented, refinanced or replaced from time to time after the date hereof.

“Material Debt” means, with respect to the Borrower, Indebtedness of the Borrower or any of its Material Subsidiaries (other than any Non-Recourse Indebtedness) in an aggregate principal amount exceeding $150,000,000.

“Material Plan” has the meaning set forth in Section 6.01(i).

“Material Subsidiary” means at any time, with respect to the Borrower, any Subsidiary of the Borrower whose total assets exceeds 15% of the total assets (after intercompany eliminations) of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with generally accepted accounting principles, all as reflected in the consolidated financial statements of the Borrower most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b).

“Maturity Date” means March 25, 2025 or, if such day is not a Domestic Business Day, the immediately preceding Domestic Business Day.

“Moody’s” means Moody’s Investors Service, Inc.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all affected Lenders in accordance with the terms of Section 9.05(a) and (ii) has been approved by the Required Lenders.

“Non-Recourse Indebtedness” means any Indebtedness incurred by a Subsidiary of the Borrower to develop, construct, own, improve or operate a defined facility or project (a) as to which the Borrower (i) does not provide credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness but excluding tax sharing arrangements and similar arrangements to make contributions to such Subsidiary to account for tax benefits generated by such Subsidiary), (ii) is not directly or indirectly liable as a guarantor or otherwise, or (iii) does not constitute the lender; (b) no default with respect to which would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of the Borrower to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (c) as to which the lenders will not have any recourse to the stock or assets of the Borrower or other Subsidiary (other than the stock of or intercompany loans to such Subsidiary); provided that in each case in clauses (a) and (c) above, the Borrower or other Subsidiary may provide credit support and recourse in an amount not exceeding 15% in the aggregate of any such Indebtedness and such Indebtedness shall still be deemed to be Non-Recourse Indebtedness.

“Notes” means promissory notes of the Borrower, in the form required by Section 2.04, evidencing the obligation of the Borrower to repay the Loans made to it, and “Note” means any one of such promissory notes issued hereunder.

“Notice of Account Designation” has the meaning set forth in Section 3.01(f).

“Notice of Borrowing” has the meaning set forth in Section 2.02.

“Notice of Interest Rate Election” has the meaning set forth in Section 2.08(a).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Other Taxes” has the meaning set forth in Section 8.03(a).

“Parent” means, with respect to any Lender, any Person controlling such Lender.

“Participant” has the meaning set forth in Section 9.06(b).

“Participant Register” has the meaning set forth in Section 9.06(b).

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Percentage” means, with respect to any Lender at any time, the percentage which the amount of its Total Credit Exposure at such time represents of the aggregate amount of all Total Credit Exposures at such time; provided that in the case of Section 2.18 when a Defaulting Lender shall exist, “Percentage” shall mean the percentage of the aggregate amount of all Total Credit Exposures (disregarding any Defaulting Lender’s Total Credit Exposure) represented by such Lender’s Total Credit Exposure.

“Periodic Term SOFR Determination Day” has the meaning assigned thereto in the definition of “Term SOFR”.

“Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan” means at any time an employee pension benefit plan which is covered by Title IV of ERISA or Sections 412 or 430 of the Internal Revenue Code or Sections 302 and 303 of ERISA and is either (i) maintained by a member of the ERISA Group for employees of a member of the ERISA Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.

“Platform” means Syndtrak or a substantially similar electronic transmission system.

“Prime Rate” means the per annum rate of interest established from time to time by the Administrative Agent at its principal office in Pittsburgh, Pennsylvania as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Domestic Business Day on which each change in the Prime Rate is announced by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Quarterly Payment Date” means the first Domestic Business Day of each January, April, July and October.

“Regulation U” means Regulation U of the FRB, as in effect from time to time.

“Related Parties” means, with respect to any Person, such Person’s Subsidiaries and Affiliates and the partners, directors, officers, employees, agents, trustees, advisors, administrators and managers of such Person and of such Person’s Subsidiaries and Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures at least 51% in aggregate amount of the Total Credit Exposures of all Lenders (excluding the Total Credit Exposure of any Defaulting Lender(s)).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Sanctioned Person” means, at any time (a) any Person listed in any Sanctions-related list of specially designated Persons maintained by OFAC, the U.S. Department of State, United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, (b) any Person that has a place of business, or is organized or resident, in a jurisdiction that is the subject of any comprehensive territorial Sanctions or (c) any Person owned or controlled by any such Person.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Adjustment” means a percentage equal to 0.10% per annum.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” means any Loan bearing interest at a rate based on Adjusted Term SOFR as provided in Section 2.06.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Subsidiary” means, as to any Person, any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person; unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

“Substantial Assets” means, with respect to the Borrower, assets sold or otherwise disposed of in a single transaction or a series of related transactions representing 25% or more of the consolidated assets of the Borrower and its Consolidated Subsidiaries, taken as a whole.

“Taxes” has the meaning set forth in Section 8.03(a).

“Term SOFR” means,

(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a

Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(a)for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Total Credit Exposure” means, as to any Lender at any time, the unutilized Commitments and outstanding Loans of such Lender at such time.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Vested Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all benefits under such Plan, determined on a plan termination basis using the assumptions under 4001(a)(18) of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or the Plan under Title IV of ERISA.

“United States” means the United States of America, including the States and the District of Columbia, but excluding its territories and possessions.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Section 2.02, 2.10, and 2.12, in each case, such day is also a Domestic Business Day.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 8.03(d)(iii).

“U.S. Tax Law Change” has the meaning set forth in Section 8.03(a).

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Borrower notifies the Administrative Agent that it wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.10 for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

Section 1.3Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders to be made to the Borrower pursuant to Article 2 on a single date and for a single Interest Period. Borrowings are classified for purposes of this Agreement by reference to the pricing of Loans comprising such Borrowing (e.g., a “SOFR Borrowing” is a Borrowing comprised of SOFR Loans).

Section 1.4Divisions. For all purposes under this Agreement, in connection with any division or plan of division of the Borrower under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred

from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its equity interests at such time.

Section 1.5Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 8.01(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any other Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Article 2
The Credit

Section 2.1Commitments to Lend. Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Loans to the Borrower pursuant to this subsection in an aggregate amount not to exceed in the aggregate such Lender’s Commitment. Each Borrowing shall be made from the applicable Lenders ratably in proportion to their respective Commitments. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall be permanently reduced by the amount of the Loans funded by such Lender on the date of Borrowing. Each Lender’s unutilized Commitment shall terminate immediately and without further action on the Commitment Termination Date applicable thereto. The Borrower may not request, and no Lender shall be obligated to fund, more than two (2) Borrowings of Loans under the Commitments.

Section 2.2Notice of Borrowings. The Borrower shall give the Administrative Agent notice (a “Notice of Borrowing”) not later than 11:00 A.M. (Eastern time) on (x) the date of each Base Rate Borrowing and (y) at least three (3) U.S. Government Securities Business Days before each SOFR Borrowing, specifying:

(a)the date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a U.S. Government Securities Business Day in the case of a SOFR Borrowing;

(b)the aggregate amount of the Borrowing which shall not exceed the aggregate amount of the unutilized Commitments on the date of Borrowing;

(c)whether the Loans comprising the Borrowing are to bear interest initially at the Base Rate or Adjusted Term SOFR; and

(d)in the case of a SOFR Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period.

Section 2.3Notice to Lenders; Funding of Loans.

(a)Upon receipt (or deemed receipt) of a Notice of Borrowing, the Administrative Agent shall promptly notify the applicable Lender of the contents thereof and of such Lender’s share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower.

(b)Not later than 1:00 P.M. (Eastern time) on the date of a Borrowing, each Lender participating therein shall (or the Administrative Agent on its behalf as provided in subsection (c) of this Section) make available its share of the Borrowing, in Federal or other immediately available funds, to the Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Section 3.03 has not been satisfied, the Administrative Agent will disburse the funds so received from the Lenders to an account designated by an Approved Officer of the Borrower.

(c)Unless the Administrative Agent shall have received notice from a Lender prior to 1:00 P.M. (Eastern time) on the date of a Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of the Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.03 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and, if such Lender shall not have made such payment within two Domestic Business Days of demand therefor, the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in the applicable Borrowing for purposes of this Agreement.

(d)The failure of any Lender to make a Loan to be made by it as part of a Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make a Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.

Section 2.4Registry; Notes.

(a)The Administrative Agent shall maintain a register (the “Register”) on which it will record the Commitment of each Lender, each Loan made by such Lender and each repayment of any Loan made by such Lender. Any such recordation by the Administrative Agent on the Register shall be conclusive, absent manifest error. Failure to make any such recordation, or any error in such recordation,

shall not affect the Borrower’s obligations hereunder. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(b)The Borrower hereby agrees that, promptly upon the request of any Lender at any time, the Borrower shall deliver to such Lender a duly executed Note, in substantially the form of Exhibit A hereto, payable to such Lender or its registered assigns as permitted pursuant to Section 9.06 and representing the obligation of the Borrower to pay the unpaid principal amount of the Loans made to the Borrower by such Lender, with interest as provided herein on the unpaid principal amount from time to time outstanding.

(c)Each Lender shall record the date, amount and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and each Lender receiving a Note pursuant to this Section, if such Lender so elects in connection with any transfer or enforcement of its Note, may endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of such Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Notes. Such Lender is hereby irrevocably authorized by the Borrower so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.

Section 2.5Maturity of Loans. Each Loan made by any Lender shall mature, and the principal amount thereof shall be due and payable together with accrued interest thereon, on the Maturity Date.

Section 2.6Interest Rates.

(a)Each Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the Base Rate for such day. Such interest shall be payable quarterly in arrears on each Quarterly Payment Date and at maturity. Any overdue principal of or overdue interest on any Base Rate Loan shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 1% plus the Base Rate for such day.

(b)Each SOFR Loan shall bear interest on the outstanding principal amount thereof, for each day during each Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for such day plus the Adjusted Term SOFR for such day (provided that Adjusted Term SOFR shall not be available until three (3) U.S. Government Securities Business Days after the Effective Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.12. Such interest shall be payable for each Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof.

(c)Any overdue principal of or overdue interest on any SOFR Loan shall bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 1% plus the higher of (i) the sum of the Applicable Margin for such day plus the Adjusted Term SOFR applicable to such Loan at the date such payment was due and (ii) the rate applicable to Base Rate Loans for such day.

(d)The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating

Lenders by facsimile of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error unless the Borrower raises an objection thereto within five Domestic Business Days after receipt of such notice.

(e)In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

Section 2.7[Reserved].

Section 2.8Method of Electing Interest Rates.

(a)The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article 8 and the last sentence of this subsection (a)), as follows:

(i)if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to SOFR Loans as of any U.S. Government Securities Business Day; and

(ii)if such Loans are SOFR Loans, the Borrower may elect to convert such Loans to Base Rate Loans or elect to continue such Loans as SOFR Loans for an additional Interest Period, subject to Section 2.12 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans.

Each such election shall be made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative Agent not later than 11:00 A.M. (Eastern time) on the third U.S. Government Securities Business Day before the conversion or continuation selected in such notice is to be effective (or one Domestic Business Day if the conversion is from a SOFR Loan to a Base Rate Loan). A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group and (ii) the portion to which such notice applies, and the remaining portion to which it does not apply, are each $10,000,000 or any larger multiple of $1,000,000.

(b)Each Notice of Interest Rate Election shall specify:

(i)the Group of Loans (or portion thereof) to which such notice applies;

(ii)the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of Section 2.08(a) above;

(iii)if the Loans comprising such Group are to be converted, the new type of Loans and, if the Loans being converted are to be SOFR Loans, the duration of the next succeeding Interest Period applicable thereto; and

(iv)if such Loans are to be continued as SOFR Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of the term “Interest Period”.

(c)Promptly after receiving a Notice of Interest Rate Election from the Borrower pursuant to Section 2.08(a) above, the Administrative Agent shall notify each Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If no Notice of Interest Rate Election is timely received prior to the end of an Interest Period for any Group of Loans, the Borrower shall be deemed to have elected that such Group of Loans be converted to Base Rate Loans as of the last day of such Interest Period.

(d)An election by the Borrower to change or continue the rate of interest applicable to any Group of Loans pursuant to this Section shall not constitute a “Borrowing” subject to the provisions of Section 3.03.

Section 2.9[Reserved].

Section 2.10Optional Prepayments.

(a)The Borrower may (i) upon notice to the Administrative Agent not later than 11:00 A.M. (Eastern time) on any Domestic Business Day prepay on such Domestic Business Day any Group of Base Rate Loans and (ii) upon at least three U.S. Government Securities Business Days’ notice to the Administrative Agent not later than 11:00 A.M. (Eastern time) prepay any Group of SOFR Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $5,000,000 or any larger multiple of $1,000,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment and together with any additional amounts payable pursuant to Section 2.12. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group or Borrowing.

(b)Upon receipt of a notice of prepayment pursuant to this Section, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s share (if any) of such prepayment and such notice shall not thereafter be revocable by the Borrower.

Section 2.11General Provisions as to Payments.

(a)The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 1:00 P.M. (Eastern time) on the date when due, in immediately available funds, to the Administrative Agent at its address referred to in Section 9.01 and without reduction by reason of any set-off, counterclaim or deduction of any kind. The Administrative Agent will promptly distribute to each Lender in like funds its ratable share of each such payment received by the Administrative Agent for the account of the Lenders. Whenever any payment of principal of, or interest on, the Base Rate Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the SOFR Loans shall be due on a day which is not a U.S. Government Securities Business Day, the date for payment thereof shall be extended to the next succeeding U.S. Government Securities Business Day unless such U.S. Government Securities Business Day falls in another calendar month, in which case the date for payment thereof shall be the next

preceding U.S. Government Securities Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

(b)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Section 2.12Funding Losses. If the Borrower makes any payment of principal with respect to any SOFR Loan (other than payments made by an Assignee pursuant to Section 8.05(a) or by the Borrower pursuant to Section 8.05(b) in respect of a Defaulting Lender’s SOFR Loans) (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise) or any SOFR Loan is converted to a Base Rate Loan or continued as a SOFR Loan for a new Interest Period (pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last day of an Interest Period applicable thereto, or if the Borrower fails to borrow, prepay, convert or continue any SOFR Loans after notice has been given to any Lender in accordance with Section 2.03(a), 2.08(c) or 2.10(b), the Borrower shall reimburse each Lender within 15 days after demand for any resulting loss or expense incurred by it (or by an existing or prospective Participant in the related Loan), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow, prepay, convert or continue; provided that such Lender shall have delivered to the Borrower a certificate setting forth in reasonable detail the calculation of the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error. All of the obligations of the Borrower under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.13Computation of Interest and Fees. Interest based on clause (a) of the definition of Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All other interest and all fees shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

Section 2.14[Reserved].

Section 2.15[Reserved].

Section 2.16[Reserved].

Section 2.17[Reserved].

Section 2.18Defaulting Lenders. If any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender, to the extent permitted by Applicable Law:

(a)[Reserved];

(b)[Reserved];

(c)any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of a Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise) shall be applied at such time or times as may be determined by the Administrative Agent as follows:

(i)first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;

(ii)second, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;

(iii)third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement;

(iv)fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;

(v)fifth, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and

(vi)sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.03 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments.

Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.18(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and

(d)in the event that the Administrative Agent and the Borrower agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Percentage; provided, that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Article 3
Conditions

Section 3.1Effective Date. This Agreement shall become effective on the date that each of the following conditions shall have been satisfied (or waived in accordance with Section 9.05(a)):

(a)receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of facsimile or other written confirmation from such party of execution of a counterpart hereof by such party);

(b)receipt by the Administrative Agent of (i) an opinion of internal counsel of the Borrower and (ii) an opinion of Parker Poe Adams & Bernstein LLP, special counsel for the Borrower, in each case in form and substance reasonably satisfactory to the Required Lenders;

(c)receipt by the Administrative Agent of a certificate signed by an Approved Officer of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.03;

(d)receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;

(e)receipt by the Administrative Agent of evidence satisfactory to it that the fees and expenses (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses) payable by the Borrower on the Effective Date have been paid;

(f)receipt by the Administrative Agent of a Notice of Account Designation from the Borrower specifying the deposit account or accounts of the Borrower to which the proceeds of any Borrowings are to be disbursed (the “Notice of Account Designation”);

(g)receipt by the Administrative Agent, and any Lender requesting the same, of a Beneficial Ownership Certification for the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), prior to the Effective Date; and

(h)receipt by the Administrative Agent and the Lenders from the Borrower, at least five Domestic Business Days prior to the Effective Date, of the documentation and other information requested by the Administrative Agent and the Lenders in writing at least ten Domestic Business Days prior to the Effective Date in order to comply with requirements of any anti-money laundering laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations.

Section 3.2[Reserved].

Section 3.3Borrowings. The obligation of any Lender to make a Loan under the Commitments on or after the Effective Date to the Borrower is subject to the satisfaction of the following conditions:

(a)receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02;

(b)the Effective Date shall have occurred or shall occur substantially contemporaneously with such Borrowing;

(c)the fact that, immediately after such Borrowing, no Default with respect to the Borrower shall have occurred and be continuing; and

(d)the fact that the representations and warranties of the Borrower contained in this Agreement shall be true on and as of the date of such Borrowing.

The Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing or issuance as to the facts specified in clauses (c) and (d) of this Section.

Article 4
Representations and Warranties

The Borrower represents and warrants that:

Section 4.1Organization and Power. The Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and is duly qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.

Section 4.2Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower’s powers, have been duly authorized by all necessary company action, require no action by or in respect of, or filing with, any Governmental Authority (except for consents, authorizations or filings which have been obtained or made, as the case may be, and are in full force and effect) and do not contravene, or constitute a default under, any provision of Applicable Law or of the articles of incorporation, by-laws, certificate of formation or the limited liability company agreement of the Borrower or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Material Subsidiaries.

Section 4.3Binding Effect. This Agreement constitutes a valid and binding agreement of the Borrower and each Note, if and when executed and delivered by it in accordance with this Agreement, will constitute a valid and binding obligation of the Borrower, in each case enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general principles of equity.

Section 4.4Financial Information.

(a)The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2023 and the related consolidated statements of income, cash flows, capitalization and retained earnings for the fiscal year then ended, reported on by Deloitte & Touche, copies of which have been delivered to each of the Lenders by using the Platform or otherwise made available, fairly present in

all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.

(b)[Reserved.]

(c)Since December 31, 2023, there has been no material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, except as publicly disclosed prior to the Effective Date.

Section 4.5Regulation U. The Borrower and its Material Subsidiaries are not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) and no proceeds of any Borrowing by the Borrower will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Not more than 25% of the value of the assets of the Borrower and its Material Subsidiaries is represented by margin stock.

Section 4.6Litigation. Except as publicly disclosed prior to the Effective Date, there is no action, suit or proceeding pending against, or to the knowledge of the Borrower threatened against or affecting, the Borrower or any of its Subsidiaries before any court or arbitrator or any Governmental Authority which would be likely to be decided adversely to the Borrower or such Subsidiary and, as a result, have a material adverse effect upon the business, consolidated financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or which in any manner draws into question the validity of this Agreement or any Note.

Section 4.7Compliance with Laws.

(a)The Borrower and each of its Material Subsidiaries is in compliance in all material respects with all Applicable Laws (including, without limitation, ERISA and Environmental Laws) except where (i) non-compliance would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings.

(b)The Borrower shall not use any of the “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more of its Benefit Plans to make any payments with respect to the Loans or the Commitments.

Section 4.8Taxes. The Borrower and its Material Subsidiaries have filed all United States federal income tax returns and all other material tax returns which are required to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any such Material Subsidiary except (i) where nonpayment would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) where the same are contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Borrower and its Material Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.

Section 4.9Anti-corruption Law and Sanctions. The Borrower and its Material Subsidiaries have implemented and maintain in effect policies and procedures designed to prevent violations by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (acting in their capacity as such) of the applicable Anti-Corruption Laws and Sanctions, and the Borrower and its

Material Subsidiaries are in compliance in all material respects with all applicable Anti-Corruption Laws and Sanctions, except where (i) noncompliance would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings. None of (i) the Borrower or any Material Subsidiary or, (ii) to the knowledge of the Borrower, any director, officer or employee of the Borrower or any Material Subsidiary or (iii) to the knowledge of the Borrower, any agent of the Borrower or any Material Subsidiary acting in any capacity in connection with or benefitting from the credit facility established hereby, is a Sanctioned Person. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct.

Article 5
Covenants

The Borrower agrees that, so long as any Lender has any Commitment hereunder with respect to the Borrower or any amount payable hereunder remains unpaid by the Borrower:

Section 5.1Information. The Borrower will deliver to each of the Lenders:

(a)as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, cash flows, capitalization and retained earnings for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in a manner consistent with past practice and with applicable requirements of the Securities and Exchange Commission by Deloitte & Touche or other independent public accountants of nationally recognized standing;

(b)as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of income and cash flows for such quarter and for the portion of the Borrower’s fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of the Borrower’s previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation in all material respects, generally accepted accounting principles and consistency (except as provided by Section 1.02) by an Approved Officer of the Borrower;

(c)within the maximum time period specified for the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of an Approved Officer of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the requirements of Section 5.10 on the date of such financial statements and (ii) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(d)within five days after any officer of the Borrower with responsibility relating thereto obtains knowledge of any Default, if such Default is then continuing, a certificate of an Approved Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;

(e)promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and reports on Forms 10-K,

10-Q and 8-K (or their equivalents) which the Borrower shall have filed with the Securities and Exchange Commission;

(f)if and when any member of the Borrower’s ERISA Group (i) gives or is reasonably expected to give notice to the PBGC of any “reportable event” (as defined in Section 4043 of ERISA) with respect to any Material Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Material Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Material Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose material liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any Material Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Material Plan pursuant to Section 4063 of ERISA, a copy of such notice; (vii) receives notice of the cessation of operations at a facility of any member of the ERISA Group in the circumstances described in Section 4062(e) of ERISA; or (viii) fails to make any payment or contribution to any Material Plan or makes any amendment to any Material Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take;

(g)promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws.; and

(h)from time to time such additional information regarding the financial position or business of the Borrower and its Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request.

Information required to be delivered pursuant to these Sections 5.01(a), 5.01(b) and 5.01(e) shall be deemed to have been delivered on the date on which such information has been posted on the Securities and Exchange Commission website on the Internet at sec.gov/search/search.htm, on the Platform or at another website identified in a notice from the Borrower to the Lenders and accessible by the Lenders without charge; provided that (i) a certificate delivered pursuant to Section 5.01(c) shall also be deemed to have been delivered upon being posted to the Platform and (ii) the Borrower shall deliver paper copies of the information referred to in Sections 5.01(a), 5.01(b) and 5.01(e) to any Lender which requests such delivery.

Section 5.2Payment of Taxes. The Borrower will pay and discharge, and will cause each of its Material Subsidiaries to pay and discharge, at or before maturity, all their tax liabilities, except where (i) nonpayment would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) the same may be contested in good faith by appropriate proceedings, and will maintain, and will cause each of its Material Subsidiaries to maintain, in accordance with generally accepted accounting principles, appropriate reserves for the accrual of any of the same.

Section 5.3Maintenance of Property; Insurance.

(a)The Borrower will keep, and will cause each of its Material Subsidiaries to keep, all property necessary in its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.

(b)The Borrower will, and will cause each of its Material Subsidiaries to, maintain (either in the name of the Borrower or in such Subsidiary’s own name) with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts and against at least such risks (and with such risk retention) as are usually insured against by companies of established repute engaged in the same or a similar business; provided that self-insurance by the Borrower or any such Material Subsidiary, shall not be deemed a violation of this covenant to the extent that companies engaged in similar businesses and owning similar properties self-insure; and will furnish to the Lenders, upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried.

Section 5.4Maintenance of Existence. The Borrower will preserve, renew and keep in full force and effect, and will cause each of its Material Subsidiaries to preserve, renew and keep in full force and effect their respective corporate or other legal existence and their respective rights, privileges and franchises material to the normal conduct of their respective businesses; provided that nothing in this Section 5.04 shall prohibit the termination of any right, privilege or franchise of the Borrower or any such Material Subsidiary or of the corporate or other legal existence of any such Material Subsidiary, or the change in form of organization of the Borrower or any such Material Subsidiary, if the Borrower in good faith determines that such termination or change is in the best interest of the Borrower, is not materially disadvantageous to the Lenders and, (i) in the case of a change in the form of organization of the Borrower, the Administrative Agent has consented thereto and (ii) in the case of a change in the jurisdiction of the Borrower to a jurisdiction outside of the United States, the Lenders have consented thereto.

Section 5.5Compliance with Laws. The Borrower will comply, and cause each of its Material Subsidiaries to comply, in all material respects with all Applicable Laws (including, without limitation, ERISA, applicable Sanctions and Anti-Corruption Laws and Environmental Laws) except where (i) noncompliance would not have a material adverse effect on the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) the necessity of compliance therewith is contested in good faith by appropriate proceedings.

Section 5.6Books and Records. The Borrower will keep, and will cause each of its Material Subsidiaries to keep, proper books of record and account in which full, true and correct entries shall be made of all financial transactions in relation to its business and activities in accordance with its customary practices; and will permit, and will cause each such Material Subsidiary to permit, representatives of any Lender at such Lender’s expense (accompanied by a representative of the Borrower, if the Borrower so desires) to visit any of their respective properties, to examine any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants, all upon such reasonable notice, at such reasonable times and as often as may reasonably be desired.

Section 5.7Negative Pledge. The Borrower will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:

(a)Liens granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000;

(b)[Reserved];

(c)any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in contemplation of such event;

(d)any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition;

(e)any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof;

(f)any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets;

(g)Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles;

(h)statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles;

(i)Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts;

(j)easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property;

(k)Liens with respect to judgments and attachments which do not result in an Event of Default;

(l)Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business;

(m)other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;

(n)Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender;

(o)Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Consolidated Net Assets of the Borrower;

(p)Liens on fuel used by the Borrower in its power generating business; and

(q)Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Section 5.8Consolidations, Mergers and Sales of Assets. The Borrower will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, Substantial Assets to any Person (other than a Subsidiary of the Borrower); provided that the Borrower may merge with another Person if the Borrower is the Person surviving such merger and, after giving effect thereto, no Default shall have occurred and be continuing.

Section 5.9Use of Proceeds. The proceeds of the Loans made under this Agreement will be used by the Borrower for its general corporate purposes. None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation U. None of such proceeds will be used (i) for the purpose of knowingly financing the activities of or any transactions with any Sanctioned Person or in any country, region or territory that is the subject of Sanctions applicable to the Borrower and its Subsidiaries and where the financed activity would be prohibited by such applicable Sanctions, at the time of such financing or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws.

Section 5.10Indebtedness/Capitalization Ratio. The ratio of Consolidated Indebtedness of the Borrower to Consolidated Capitalization of the Borrower as at the end of any fiscal quarter of the Borrower will not exceed 65%.

Article 6
Defaults

Section 6.1Events of Default. Subject to Section 9.05(b)(ii), if one or more of the following events (“Events of Default”) with respect to the Borrower shall have occurred and be continuing:

(a)the Borrower shall fail to pay when due any principal of any Loan to it or shall fail to pay, within five days of the due date thereof, any interest, fees or any other amount payable by it hereunder;

(b)the Borrower shall fail to observe or perform any covenant contained in Sections 5.01(d), 5.04, 5.07, 5.08, 5.10 or the second or third sentence of 5.09, inclusive;

(c)the Borrower shall fail to observe or perform any covenant or agreement contained in this Agreement (other than those covered by clause (a) or (b) above) for 30 days after notice thereof has been given to the Borrower by the Administrative Agent at the request of any Lender;

(d)any representation, warranty, certification or statement made by the Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made (or deemed made);

(e)the Borrower or any of its Material Subsidiaries shall fail to make any payment in respect of Material Debt (other than Loans to the Borrower hereunder) when due after giving effect to any applicable grace period;

(f)any event or condition shall occur and shall continue beyond the applicable grace or cure period, if any, provided with respect thereto so as to result in the acceleration of the maturity of Material Debt (other than (x) any event that permits (i) holders of any Material Debt constituting convertible indebtedness of the Borrower to convert such Material Debt pursuant to its terms or (ii) the conversion of any Material Debt constituting convertible indebtedness of the Borrower pursuant to its terms, in either case, into common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof, unless, in either case, such conversion results from a default thereunder or an event of the type that constitutes an Event of Default, and (y) any termination of any related swap or hedging instrument);

(g)the Borrower or any of its Material Subsidiaries shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to, or shall fail generally to, pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing;

(h)an involuntary case or other proceeding shall be commenced against the Borrower or any of its Material Subsidiaries seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days; or an order for relief shall be entered against the Borrower or any of its Material Subsidiaries under the federal bankruptcy laws as now or hereafter in effect;

(i)any member of the Borrower’s ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $150,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans of such ERISA Group having aggregate Unfunded Vested Liabilities in excess of $150,000,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by any member of such ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Material Plan or a

proceeding shall be instituted by a fiduciary of any such Material Plan against any member of such ERISA Group to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 90 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Material Plan must be terminated;

(j)a judgment or other court order for the payment of money in excess of $150,000,000 shall be rendered against the Borrower or any of its Material Subsidiaries and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of 45 days;

(k)any “Event of Default” (as defined in the Master Credit Facility) with respect to the Borrower under the Master Credit Facility (including any “Event of Default” under Section 6.01(k) of the Master Credit Facility); or

(l)any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than trustees and participants in employee benefit plans of the Borrower and its Subsidiaries, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Exchange Act) of 50% or more of the outstanding shares of common stock of the Borrower; during any period of twelve consecutive calendar months, individuals (i) who were members of the board of directors of the Borrower or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body shall cease to constitute a majority of the board of directors of the Borrower;

then, and in every such event, the Administrative Agent shall (i) if requested by Lenders having Total Credit Exposures more than 66-2/3% in aggregate amount of the Total Credit Exposures of all of the Lenders, by notice to the Borrower terminate the Commitments as to the Borrower and they shall thereupon terminate, and the Borrower shall no longer be entitled to borrow hereunder, and (ii) if requested by Lenders holding more than 66-2/3% in aggregate principal amount of the Loans of the Borrower, by notice to the Borrower declare such Loans (together with accrued interest thereon) to be, and such Loans (together with accrued interest thereon) shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in (g) or (h) above with respect to the Borrower, without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the Commitments shall thereupon terminate with respect to the Borrower and the Loans of the Borrower (together with accrued interest thereon) shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Section 6.2Notice of Default. The Administrative Agent shall give notice to the Borrower under Section 6.01(c) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

Article 7
The Administrative Agent

Section 7.1Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the Notes as are delegated to the Administrative Agent by the terms hereof or thereof, together with all such powers as are reasonably incidental thereto.

Section 7.2Administrative Agent and Affiliates. PNC Bank, N.A. shall have the same rights and powers under this Agreement as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent, and PNC Bank, N.A. and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or affiliate of the Borrower as if it were not the Administrative Agent hereunder.

Section 7.3Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly provided in Article 6.

Section 7.4Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 7.5Liability of Administrative Agent. None of the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates shall have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its affiliates nor any of their respective directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3, except receipt of items required to be delivered to the Administrative Agent; or (iv) the validity, effectiveness or genuineness of this Agreement, the Notes or any other instrument or writing furnished in connection herewith. The Administrative Agent shall not (A) be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (B) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise as directed in writing by such number or percentage of the Lenders as shall be expressly provided for herein or as expressly set forth in Section 8.01; provided that the Administrative Agent shall not be required to take any action that, in its good faith opinion or the opinion of its counsel, is contrary to this Agreement or applicable law; and (C) except as expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or similar writing) believed

by it in good faith to be genuine or to be signed by the proper party or parties. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 7.6Indemnification. Each Lender shall, ratably in accordance with the aggregate amount of such Lender’s unfunded Commitments and Loans outstanding, indemnify the Administrative Agent and its Related Parties (to the extent not reimbursed or indemnified by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss, penalties or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement or any action taken or omitted by the Administrative Agent in its capacity as such, or by any Related Party acting for the Administrative Agent in connection with such capacity.

Section 7.7Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

Section 7.8Successor Administrative Agent.

(a)The Administrative Agent may resign at any time by giving notice thereof to the Lenders and the Borrower. Upon any such resignation, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $250,000,000.

(b)If the Person serving as Administrative Agent is a Defaulting Lender, (i) the Borrower, with the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) or (ii) if an Event of Default has occurred and is continuing, then the Required Lenders, shall have the right to appoint a successor Administrative Agent.

(c)Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, duties and obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder; provided that if such successor Administrative Agent is appointed without the consent of the Borrower, such successor Administrative Agent may be replaced by the Borrower with the consent of the Required Lenders so long as no Event of Default has occurred and is continuing at the time. After any retiring Administrative

Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent.

(d)The fees payable by the Borrower to any successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.

Section 7.9Administrative Agent’s Fee. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times previously agreed upon between the Borrower and the Administrative Agent.

Section 7.10Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement;

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x)

represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement or any documents related hereto)..

Section 7.11Erroneous Payments.

(a)Each Lender and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 7.11(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause Section 7.11(a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two Domestic Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at

the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 9.06 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e)Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 7.11 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)Each party’s obligations under this Section 7.11 shall survive the resignation or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(g)Nothing in this Section 7.11 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

Article 8
Change in Circumstances

Section 8.1Changed Circumstances.

(a)Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for a SOFR Loan or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Adjusted Term SOFR for the applicable Interest Period with respect to a proposed SOFR Loan on or prior to the first day of such Interest Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to or continue any Loan as a SOFR Loan, shall be suspended (to the extent of the affected SOFR Loans or the affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or the affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.12.

(b)Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any SOFR Loan, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR, or Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to convert any Loan to a SOFR Loan or continue any Loan as a SOFR Loan, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”, in each case until each such affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans to Base Rate Loans (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Base Rate without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such SOFR Loans, to such day, or immediately, if any Lender may not

lawfully continue to maintain such SOFR Loans to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.12.

(c)Benchmark Replacement Setting.

(i)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Domestic Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 8.01(c)(i) will occur prior to the applicable Benchmark Transition Start Date.

(ii)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent, in consultation with the Borrower, will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of the removal or reinstatement of any tenor of a Benchmark pursuant to Section 8.01(c)(iv). Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 8.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 8.01(c).

(iv)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous

definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (B) any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(d)Illegality. If any Change In Law shall make it unlawful or impossible for any Lender (or its Lending Office) to make, maintain or fund any of its SOFR Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Borrower, whereupon until such Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make SOFR Loans, or to continue or convert outstanding Loans as or into SOFR Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different Lending Office if such designation will avoid the need for giving such notice and will not be otherwise disadvantageous to such Lender in the good faith exercise of its discretion. If such notice is given, each SOFR Loan of such Lender then outstanding shall be converted to a Base Rate Loan either (i) on the last day of the then current Interest Period applicable to such SOFR Loan if such Lender may lawfully continue to maintain and fund such Loan to such day or (ii) immediately if such Lender shall determine that it may not lawfully continue to maintain and fund such Loan to such day.

Section 8.2Increased Cost and Reduced Return.

(a)If any Change In Law (i) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the FRB, as amended and in effect from time to time)) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office); (ii) shall subject any Lender or Agent to any taxes (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Lending Office) any other condition, cost or expense affecting its SOFR

Loans, its Note or its obligation to make SOFR Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any SOFR Loan (or, in the case of an adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.02(a).

(b)If any Lender shall have determined that any Change In Law has or would have the effect of reducing the rate of return on capital or liquidity of such Lender (or its Parent) as a consequence of such Lender’s obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such Change In Law (taking into consideration its policies with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Lender first notifies the Borrower of its intention to demand compensation under this Section 8.02(b).

(c)Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Section 8.3Taxes.

(a)For purposes of this Section 8.03 the following terms have the following meanings:

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code. For purposes of this Section 8.03, “Applicable Law” includes FATCA.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings including any interest, additions to tax or penalties applicable thereto with respect to any payment by or on account of any obligation of the Borrower pursuant to this Agreement or any Note, excluding (i) in the case of each Lender and the Administrative Agent, taxes imposed on its income, net worth or gross receipts and franchise or similar taxes imposed on it by a jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or in which its principal executive office is located or, in the case of each Lender, in which its Lending Office is located, (ii) in the case of each Lender, any United States withholding tax imposed on such payments except to the extent

that (A) such Lender is subject to United States withholding tax by reason of a U.S. Tax Law Change or (B) in the case of a Lender not listed on the signature pages hereof or a Participant, amounts with respect to such Taxes were payable pursuant to Section 8.03 to such Lender’s assignor or to such Participant’s participating Lender immediately before such Lender or Participant acquired the applicable interest in a Loan or Commitment; (iii) Taxes attributable to such Lender’s or Administrative Agent’s failure to comply with Section 8.03(d) or (e) and (iv) any U.S. federal withholding Taxes imposed under FATCA.

“Other Taxes” means any present or future stamp or documentary taxes and any other excise or property taxes, or similar charges or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note.

“U.S. Tax Law Change” means with respect to any Lender or Participant the occurrence (x) in the case of each Lender listed on the signature pages hereof, after the date of its execution and delivery of this Agreement and (y) in the case of any other Lender, after the date such Lender shall have become a Lender hereunder, and (z) in the case of each Participant, after the date such Participant became a Participant hereunder, of the adoption of any applicable U.S. federal law, U.S. federal rule or U.S. federal regulation relating to taxation, or any change therein, or the entry into force, modification or revocation of any income tax convention or treaty to which the United States is a party.

(b)Any and all payments by or any account of the Borrower to or for the account of any Lender or the Administrative Agent hereunder or under any Note shall be made without deduction for any Taxes or Other Taxes, except as required by Applicable Law; provided that if the Borrower or the Administrative Agent shall be required by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable by the Borrower shall be increased as necessary so that after all required deductions are made (including deductions applicable to additional sums payable under this Section 8.03) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or the Administrative Agent shall make such deductions, (iii) the Borrower or the Administrative Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Law and (iv) if the withholding agent is the Borrower, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing payment thereof.

(c)The Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 8.03) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 15 days after such Lender or the Administrative Agent (as the case may be) makes demand therefor.

(d)Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other Lender, and from time to time thereafter as required by law or requested by the Borrower or the Administrative Agent (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) with whichever of the following is applicable (including any successor forms prescribed by the Internal Revenue Service):

(i)in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest hereunder or under any Note, executed copies of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments hereunder or under any Note, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)executed copies of IRS Form W-8ECI;

(iii)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate reasonably acceptable to the Administrative Agent to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN; or

(iv)to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.

(e)Any Lender that is organized under the laws of a jurisdiction within the United States shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

(f)If a payment made to a Lender hereunder or under any Note would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(g)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)If a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(i)If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.03, then such Lender will take such action (including changing the jurisdiction of its Lending Office) as in the good faith judgment of such Lender (i) will eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such Lender.

(j)If any Lender or the Administrative Agent receives a refund of any Taxes or Other Taxes for which the Borrower has made a payment under Section 8.03(b) or (c) and such refund was received from the taxing authority which originally imposed such Taxes or Other Taxes, such Lender or the Administrative Agent agrees to reimburse the Borrower to the extent of such refund; provided that nothing contained in this paragraph (j) shall require any Lender or the Administrative Agent to seek any such refund or make available its tax returns (or any other information relating to its taxes which it deems to be confidential).

(k)Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Borrower to do so), (ii) any taxes attributable to such Lender’s failure to comply with the provisions of Section 9.06(b) relating to the maintenance of a Participant Register and (iii) any taxes excluded from the definition of Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with this Agreement or any Note, and any reasonable expenses arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender hereunder or under any Note or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (k).

Section 8.4Base Rate Loans Substituted for Affected SOFR Loans. If (i) the obligation of any Lender to make or to continue or convert outstanding Loans as or into SOFR Loans has been suspended pursuant to Section 8.01(d) or (ii) any Lender has demanded compensation under Section 8.02(a) with respect to its SOFR Loans and the Borrower shall, by at least five U.S. Government Securities Business Days’ prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer apply:

(a)all Loans which would otherwise be made by such Lender as (or continued as or converted to) SOFR Loans, as the case may be, shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with the related SOFR Loans of the other Lenders), and

(b)after each of its SOFR Loans has been repaid, all payments of principal which would otherwise be applied to repay such Loans shall be applied to repay its Base Rate Loans instead.

If such Lender notifies the Borrower that the circumstances giving rise to such suspension or demand for compensation no longer exist, the principal amount of each such Base Rate Loan shall be converted into a

SOFR Loan on the first day of the next succeeding Interest Period applicable to the related SOFR Loans of the other Lenders.

Section 8.5Substitution of Lender; Termination Option. If (i) the obligation of any Lender to make or to convert or continue outstanding Loans as or into SOFR Loans has been suspended pursuant to Section 8.02, (ii) any Lender has demanded compensation under Section 8.02 or 8.03 (including any demand made by a Lender on behalf of a Participant), (iii) [reserved], (iv) any Lender becomes a Defaulting Lender, (v) Investment Grade Status ceases to exist as to any Lender or, (vi) for purposes of (a) below only, any Lender becomes a Non-Consenting Lender, then:

(a)the Borrower shall have the right, with the assistance of the Administrative Agent (or, if the Administrative Agent is a Defaulting Lender, the Required Lenders), to designate an Assignee (which may be one or more of the Lenders) mutually satisfactory to the Borrower and, so long as any such Persons are not Defaulting Lenders, the Administrative Agent (whose consent shall not be unreasonably withheld or delayed) to purchase for cash, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto, the outstanding Loans of such Lender and assume the Commitment of such Lender (including any Commitments and Loans that have been participated), without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such Lender’s outstanding Loans plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder and all other amounts payable by the Borrower to such Lender hereunder plus such amount, if any, as would be payable pursuant to Section 2.12 if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment; and

(b)if at the time Investment Grade Status exists as to the Borrower, the Borrower may elect to terminate this Agreement as to such Lender (including any Commitments and Loans that have been participated); provided that (i) the Borrower notifies such Lender through the Administrative Agent (or, if the Administrative Agent is a Defaulting Lender, the Required Lenders) of such election at least three U.S. Government Securities Business Days before the effective date of such termination and (ii) the Borrower repays or prepays the principal amount of all outstanding Loans made by such Lender plus any accrued but unpaid interest thereon and the accrued but unpaid fees in respect of such Lender’s Commitment hereunder plus all other amounts payable by the Borrower to such Lender hereunder, not later than the effective date of such termination.

Article 9
Miscellaneous

Section 9.1Notices.

(a)All notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, bank wire, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Borrower or the Administrative Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth in its Administrative Questionnaire or (z) in the case of any party, such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section and the appropriate answerback or confirmation slip, as the case may be, is received or (ii) if given by any other means, when delivered at the address specified in this Section; provided that notices to

the Administrative Agent under Article 2 or Article 8 shall not be effective until delivered. Notices delivered through electronic communications shall be effective as and to the extent provided in subsection (b) below.

(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent or as otherwise determined by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent or the Borrower may, in its respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it or as it otherwise determines, provided that such determination or approval may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Domestic Business Day or U.S. Government Securities Business Day, as applicable, for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Lenders by posting the Communications on the Platform. The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to this Agreement or the transactions contemplated herein that is distributed to the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through the Platform.

Section 9.2No Waivers. No failure or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.3Expenses; Indemnification.

(a)The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of one special counsel for the Administrative Agent, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default with respect to the Borrower hereunder and (ii) if an Event of Default with respect to the Borrower occurs, all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including reasonable fees and disbursements of one primary counsel for the Administrative Agent and the Lenders (and (x) if necessary, a single firm of local counsel to the Administrative Agent and the Lenders in each appropriate jurisdiction and (y) solely in the case of any actual or potential conflict of interest, one additional counsel in each relevant jurisdiction to the affected Persons similarly situated), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom.

(b)The Borrower agrees to indemnify the Administrative Agent and each Lender and the respective Related Parties of the foregoing (each an “Indemnitee”) and hold each Indemnitee harmless from and against any and all liabilities, losses, penalties, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, in the case of any actual or potential conflict of interest, one additional counsel to each group of affected Indemnitees similarly situated taken as a whole, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) relating to or arising out of this Agreement or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction. This Section shall not apply to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against the Administrative Agent, each Lender , and the respective Related Parties of the foregoing (each a “Lender-Related Party”), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Lender-Related Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby or thereby.

Section 9.4Sharing of Set-offs. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount then due with respect to the Loans held by it which is greater than the proportion received by any other Lender in respect of the aggregate amount then due with respect to the Loans held by such other Lender, the Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under this Agreement.

Section 9.5Amendments and Waivers.

(a)Any provision of this Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent is affected thereby, by the Administrative Agent); provided that no such amendment or waiver shall (x) unless signed by each adversely affected Lender, (i) increase the Commitment of any Lender or subject any Lender to any additional obligation, (ii) reduce the principal of or rate of interest on any Loan or any interest thereon or any fees hereunder, (iii) postpone the date fixed for any payment of principal of or interest on any Loan or interest thereon or any fees hereunder or for termination of any Commitment, or (iv) change the provisions of Section 9.04 or of any other provision of this Agreement providing for the ratable application of payments in respect of the Loans or (y) unless signed by all Lenders, change the definition of Required Lenders or the provisions of this Section 9.05; provided further, that the Administrative Agent and the Borrower may, without the consent of any Lender, but subject to the provisions of Section 8.01(c), enter into amendments or modifications to this Agreement as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate the terms of Section 8.01(c) in accordance with the terms of Section 8.01(c).

(b)(i) If any representation or warranty in Article 4 of the Master Credit Facility, any covenant in Article 5 of the Master Credit Facility or any event of default in Article 6 of the Master Credit Facility and, in each case, any related definitions in the Master Credit Facility, is replaced, changed, amended, modified, supplemented or removed or (ii) any Default or Event of Default (as such terms are defined in the Master Credit Facility) is waived (any of the foregoing in clauses (i) and (ii), a “Change”), regardless of whether the Master Credit Facility is replaced, refinanced, amended and restated, amended, modified or supplemented and regardless of whether any such Change occurs in the corresponding article or definitions, such Change shall be incorporated automatically into this Agreement, or in the case of a waiver will be applied automatically to this Agreement for the corresponding Default or Event of Default occurring hereunder, upon the later of (A) the effectiveness of such Change in the Master Credit Facility and (B) the 30th day after the Lenders’ receipt of notice of such Change from the Administrative Agent (which notice shall be given to the Lenders promptly by the Administrative Agent upon receipt by the Administrative Agent of notice of such Change from the Borrower), provided that the Required Lenders hereunder do not notify the Borrower through the Administrative Agent within 30 days after the Lenders’ receipt of such notice from the Administrative Agent of their election (which may be made in their discretion) that such Change shall not be effective with respect to this Agreement; provided that no Change to the Master Credit Facility shall amend, waive, modify or impact the rights or remedies of the Lenders with respect to a Default or Event of Default under Section 6.01(a) of this Agreement.

Section 9.6Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and each Indemnitee, except that no Borrower may assign or otherwise transfer any of its rights under this Agreement without the prior written consent of all Lenders.

(b)Any Lender may, with the consent (unless an Event of Default then exists) of the Borrower (such consent not to be unreasonably withheld or delayed), at any time grant to one or more banks or other institutions (each a “Participant”) participating interests in its Commitment or any or all of its Loans; provided that any Lender may, without the consent of the Borrower, at any time grant participating interests in its Commitment or any or all of its Loans to another Lender, an Approved Fund or an Affiliate of such transferor Lender. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Administrative Agent, such Lender shall remain

responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that (A) such Participant agrees to be subject to Section 8.05 as if it were an Assignee under paragraph (c) of this Section 9.06 or as if it were the Lender granting such participation and (B) such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clause (x)(i), (ii) or (iii) of Section 9.05(a) without the consent of the Participant. The Borrower agrees that each Participant shall, to the extent provided in its participation agreement, be entitled to the benefits of Article 8 with respect to its participating interest, subject to the performance by such Participant of the obligations of a Lender thereunder (it being understood that the documentation required under Section 8.03 shall be delivered by the Participant to the participating Lender and the Participant agrees to be subject to the provisions of Sections 8.03(i), 8.03(j) and 8.05 as if it were an Assignee). In addition, each Lender that sells a participation agrees, at the Borrower’s request, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 8.05 with respect to any Participant. An assignment or other transfer which is not permitted by subsection (c) or (d) below shall be given effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations hereunder or under any Note (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant (other than for the consent requirements set forth in the first sentence of this Section 9.06(b)) or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations hereunder or under any Note) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c)Any Lender may at any time assign to one or more banks or other financial institutions (each an “Assignee”) other than (w) the Borrower, (x) a Subsidiary or Affiliate of the Borrower, (y) a Defaulting Lender or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender, or (z) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), all, or a proportionate part (equivalent to a Commitment of not less than $10,000,000 (unless the Borrower and the Administrative Agent shall otherwise agree)) of all, of its rights and obligations under this Agreement and its Note (if any), and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form of Exhibit D hereto executed by such Assignee and such transferor Lender, with (and only with and subject to) the prior written consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed); provided that unless such assignment is of the entire right, title and interest of the transferor Lender hereunder, after making any such assignment such transferor Lender shall have a Commitment of at least $10,000,000 (unless the Borrower and the Administrative Agent shall otherwise agree). Upon execution and delivery of such

instrument of assumption and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required by the Assignee, a Note(s) is issued to the Assignee. The Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent any certifications, forms or other documentation in accordance with Section 8.03. All assignments (other than assignments to Affiliates) shall be subject to a transaction fee established by, and payable by the transferor Lender to, the Administrative Agent for its own account (which shall not exceed $3,500).

(d)Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note (if any) to a Federal Reserve Bank. No such assignment shall release the transferor Lender from its obligations hereunder or modify any such obligations.

(e)No Assignee, Participant or other transferee of any Lender’s rights (including any Lending Office other than such Lender’s initial Lending Office) shall be entitled to receive any greater payment under Section 8.02 or 8.03 than such Lender would have been entitled to receive with respect to the rights transferred, unless such transfer is made by reason of the provisions under Section 8.02 or 8.03 requiring such Lender to designate a different Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist.

Section 9.7Collateral. Each of the Lenders represents to the Administrative Agent and each of the other Lenders that it in good faith is not relying upon any “margin stock” (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for in this Agreement.

Section 9.8Confidentiality. The Administrative Agent and each Lender (i) agrees to keep any information delivered or made available by the Borrower pursuant to this Agreement confidential from anyone other than persons employed or retained by such Lender and its Affiliates who are engaged in evaluating, approving, structuring or administering the credit facility contemplated hereby and (ii) further agrees on behalf of itself and, to the extent it has the power to do so, its Affiliates and agents, to keep all other information delivered or made available to it by the Borrower or Affiliate of the Borrower for other purposes which, (x) is marked confidential and is expressly made available subject to the terms of this section, and (y) is not otherwise subject to a confidentiality agreement, confidential from anyone other than persons employed or retained by such Lender and its Affiliates and agents who need to receive such information in furtherance of the engagement or matter pursuant to which the information is provided; provided that nothing herein shall prevent any Lender or, solely with respect to information disclosed in a manner set forth in clauses (b) through (g) and (k) in this Section 9.08, any Affiliate of such Lender from disclosing such information, to the extent necessary under the circumstances under which such disclosure is required, (a) to any other Lender or the Administrative Agent, (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority or self-regulatory body, (d) which had been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender prohibited by this Agreement or which had already been in the possession of any Lender or not acquired from the Borrower or persons known by the Lenders to be in breach of an obligation of confidentiality to the Borrower, (e) in connection with any litigation to which the Administrative Agent, any Lender or any Affiliate or their respective subsidiaries or Parent may be a

party, (f) to the extent necessary in connection with the exercise of any remedy hereunder or other engagement or matter, (g) to such Lender’s, Affiliate’s or the Administrative Agent’s legal counsel and independent auditors, (h) subject to provisions substantially similar to those contained in this Section 9.08, to any actual or proposed Participant or Assignee, (i) to any direct, indirect, actual or prospective counterparty (and its advisor) to any swap, derivative or securitization transaction related to the obligations under this Agreement, (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the loans, (k) on a confidential basis to rating agencies in consultation and coordination with the Borrower, (l) for purposes of establishing a “due diligence” defense, (m) with the consent of the Borrower and (n) on a confidential basis to any credit insurance provider requiring access to such information in connection with credit insurance for the benefit of the disclosing Lender.

Section 9.9Governing Law; Submission to Jurisdiction. This Agreement and each Note (if any) shall be construed in accordance with and governed by the law of the State of New York (without regard to principles of conflict of laws other than Sections 5-1401 and 5-1402 of The New York General Obligations Law). The Borrower and each Lender Party hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York County for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower and each Lender Party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.

Section 9.10Counterparts; Integration; Effectiveness; Electronic Execution.

(a)This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Arrangers, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 3.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(b)The words “execute,” “execution,” “signed,” “signature,” “delivery” and words of like import in or related to this Agreement, any other Loan Document or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered in connection with this Agreement or any other Loan Document or the transactions contemplated hereby shall be deemed to include Electronic Signatures or execution in the form of an Electronic Record, and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Borrower, electronic images of this Agreement or any other Loan Document (in each case, including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (B) waives any argument, defense or right to contest the validity or enforceability of the Loan Documents based solely on the lack of paper original copies of any Loan Documents, including with respect to any signature pages thereto.

Section 9.11WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.12USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Section 9.13[Reserved].

Section 9.14No Fiduciary Duty. The Borrower agrees that in connection with all aspects of the Loans contemplated by this Agreement and any communications in connection therewith, (i) the Borrower and its Subsidiaries, on the one hand, and the Administrative Agent, the Lenders and their respective affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their respective affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications and (ii) the Administrative Agent, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender has any obligation to disclose any of such interests to the Borrower or any of its Affiliates.

Section 9.15Survival. Each party’s rights and obligations under Articles 7, 8 and 9 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations hereunder or under any Note and the termination of this Agreement.

Section 9.16Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Note or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under this Agreement or any Note, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any Note; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 9.17Acknowledgement Regarding Any Supported QFCs. To the extent this Agreement provides support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the FDIC under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may

be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 9.17, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year above first written.


DUKE ENERGY CORPORATION, as the Borrower
By:	/s/ Michael S. Hendershott
	Name:	Michael S. Hendershott
	Title:	Assistant Treasurer

Address for Notices:

Duke Energy Corporation

550 South Tryon Street

Charlotte, NC 28202

Attention: Michael Hendershott

[Signature Page to Credit Agreement]


PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent
By:	/s/ Anna Bartholomew
	Name:	Anna Bartholomew
	Title:	Vice President

Address for Notices:

PNC Bank, National Association,

as Administrative Agent

500 First Ave

Pittsburgh, Pennsylvania 15219

Attention: Agency Services

[Signature Page to Credit Agreement]


REGIONS BANK, as a Lender
By:	/s/ Tedrick Tarver
	Name:	Tedrick Tarver
	Title:	Director


U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ James O’Shaughnessy
	Name:	James O’Shaughnessy
	Title:	Senior Vice President

[Signature Page to Credit Agreement]


FIRST NATIONAL BANK OF PENNSYLVANIA, as a Lender
By:	/s/ Krutesh Trivedi
	Name:	KRUTESH TRIVEDI
	Title:	SVP

[Signature Page to Credit Agreement]

Schedule 1.01

COMMITMENT SCHEDULE


Lender			Total Commitments
PNC Bank, N.A.			$216,666,666.68
Regions Bank			$216,666,666.66
U.S. Bank National Association			$216,666,666.66
First National Bank of Pennsylvania			$50,000,000.00
TOTAL			$700,000,000

EXHIBIT A

NOTE

New York, New York

______ __, 20__

For value received, Duke Energy Corporation, a Delaware corporation (the “Borrower”), promises to pay to [LENDER] (the “Lender”) or its registered assigns, for the account of its Lending Office, the unpaid principal amount of each Loan made by the Lender to the Borrower pursuant to the Credit Agreement referred to below on the date specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of PNC Bank, N.A.

All Loans made by the Lender, the respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Lender, and the Lender, if the Lender so elects in connection with any transfer or enforcement of its Note, may endorse on the schedule attached hereto appropriate notations to evidence the foregoing information with respect to the Loans then outstanding; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This note is one of the Notes referred to in the Term Loan Credit Agreement dated as of March 26, 2024 by and among Duke Energy Corporation, the Lenders party thereto and PNC Bank, N.A., as Administrative Agent (as the same may be amended from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meanings. Reference is made to the Credit Agreement for provisions for the prepayment hereof and the acceleration of the maturity hereof.

A-1


DUKE ENERGY CORPORATION
By:
			Name:
			Title:

A-2

Note (cont’d)

LOANS AND PAYMENTS OF PRINCIPAL

Date

Amount of Loan

Type of Loan

Amount of Principal Repaid

Maturity Date

Notation
Made By

A-3

EXHIBIT B

[RESERVED]

B-1

EXHIBIT C

[RESERVED]

C-1

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

AGREEMENT dated as of _________, 20__ among [ASSIGNOR] (the “Assignor”), [ASSIGNEE] (the “Assignee”), [DUKE ENERGY CORPORATION] and PNC BANK, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, this Assignment and Assumption Agreement (the “Agreement”) relates to the Term Loan Credit Agreement dated as of March 26, 2024 by and among Duke Energy Corporation, the Assignor and the other Lenders party thereto, as Lenders and the Administrative Agent (the “Credit Agreement”);

WHEREAS, as provided under the Credit Agreement, the Assignor has a Commitment to make Loans to the Borrower in an aggregate principal amount at any time outstanding not to exceed $__________;

WHEREAS, Loans made to the Borrower by the Assignor under the Credit Agreement in the aggregate principal amount of $__________ are outstanding at the date hereof; and

WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of the Assignor under the Credit Agreement in respect of a portion of its [Commitment /outstanding Loan] thereunder in an amount equal to $__________ (the “Assigned Amount”), and the Assignee proposes to accept assignment of such rights and assume the corresponding obligations from the Assignor on such terms;*

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

Section 1.Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.

Section 2.Assignment. The Assignor hereby assigns and sells to the Assignee all of the rights of the Assignor under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Credit Agreement to the extent of the Assigned Amount, including the purchase from the Assignor of the corresponding portion of the principal amount of the Loans made by the Assignor outstanding at the date hereof. Upon the execution and delivery hereof by the Assignor, the Assignee [, Duke Energy Corporation] and the Administrative Agent, and the payment of the amounts specified in Section 3 required to be paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and be obligated to perform the obligations of a Lender under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced by a like amount and the Assignor released from its obligations under the Credit Agreement to the extent such obligations have been assumed by the Assignee. The assignment provided for herein shall be without recourse to the Assignor.

Section 3.Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in Federal funds the amount heretofore

D-1

agreed between them.1 Each of the Assignor and the Assignee hereby agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the same for the account of such other party to the extent of such other party’s interest therein and shall promptly pay the same to such other party.

Section 4.Consent to Assignment. This Agreement is conditioned upon the consent of [Duke Energy Corporation,] and the Administrative Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this Agreement by [Duke Energy Corporation,] and the Administrative Agent is evidence of this consent. Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver a Note, if required by the Assignee, payable to the order of the Assignee to evidence the assignment and assumption provided for herein.

Section 5.Non-reliance on Assignor. The Assignor makes no representation or warranty in connection with, and shall have no responsibility with respect to, the solvency, financial condition, or statements of the Borrower, or the validity and enforceability of the obligations of the Borrower in respect of the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and financial condition of the Borrower.

Section 6.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 7.Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 8.Administrative Questionnaire. Attached is an Administrative Questionnaire duly completed by the Assignee.

1 Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee. It may be preferable in an appropriate case to specify these amounts generically or by formula rather than as a fixed sum.

D-2

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.


[ASSIGNOR]
By:
			Name:
			Title:


[ASSIGNEE]
By:
			Name:
			Title:


[DUKE ENERGY CORPORATION]
By:
			Name:
			Title:


[PNC BANK, N.A.] as Administrative Agent
By:
			Name:
			Title:

D-3

Document

EXHIBIT 31.1.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Corporation;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Acts Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chair and Chief Executive Officer

Document

EXHIBIT 31.1.2

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Carolinas, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.3

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Progress Energy, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.4

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Progress, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.5

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Florida, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.6

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Ohio, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.7

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Indiana, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.1.8

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lynn J. Good, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Piedmont Natural Gas Company, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

Document

EXHIBIT 31.2.1

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

iv> Document

EXHIBIT 31.2.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Carolinas, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

Document

EXHIBIT 31.2.3

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Progress Energy, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

ml> Document

EXHIBIT 31.2.4

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Progress, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

Document

EXHIBIT 31.2.5

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Florida, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

Document

EXHIBIT 31.2.6

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Ohio, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

body> Document

EXHIBIT 31.2.7

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Duke Energy Indiana, LLC;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

Document

EXHIBIT 31.2.8

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian D. Savoy, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Piedmont Natural Gas Company, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 7, 2024


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

Document

EXHIBIT 32.1.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Corporation (“Duke Energy”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chair and Chief Executive Officer of Duke Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy.


/s/ LYNN J. GOOD
Lynn J. Good Chair and Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Carolinas, LLC (“Duke Energy Carolinas”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Duke Energy Carolinas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Carolinas.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Progress Energy, Inc. (“Progress Energy”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Progress Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Progress Energy.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Progress, LLC (“Duke Energy Progress”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Duke Energy Progress, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Progress.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Florida, LLC (“Duke Energy Florida”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Duke Energy Florida, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Florida.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Ohio, Inc. (“Duke Energy Ohio”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Duke Energy Ohio, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Ohio.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Indiana, LLC (“Duke Energy Indiana”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Duke Energy Indiana, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Indiana.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.1.8

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Piedmont Natural Gas Company, Inc. (“Piedmont”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lynn J. Good, Chief Executive Officer of Piedmont, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Piedmont.


/s/ LYNN J. GOOD
Lynn J. Good Chief Executive Officer

May 7, 2024

Document

EXHIBIT 32.2.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Corporation (“Duke Energy”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

div> Document

EXHIBIT 32.2.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Carolinas, LLC (“Duke Energy Carolinas”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy Carolinas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Carolinas.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Progress Energy, Inc. (“Progress Energy”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Progress Energy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Progress Energy.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Progress, LLC (“Duke Energy Progress”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy Progress, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Progress.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.5

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Florida, LLC (“Duke Energy Florida”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy Florida, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Florida.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.6

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Ohio, Inc. (“Duke Energy Ohio”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy Ohio, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Ohio.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.7

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Energy Indiana, LLC (“Duke Energy Indiana”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Duke Energy Indiana, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Duke Energy Indiana.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024

Document

EXHIBIT 32.2.8

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Piedmont Natural Gas Company, Inc. (“Piedmont”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian D. Savoy, Executive Vice President and Chief Financial Officer of Piedmont, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Piedmont.


/s/ BRIAN D. SAVOY
Brian D. Savoy Executive Vice President and Chief Financial Officer

May 7, 2024