Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2021, in connection with the First Closing, Investor, DEI Holdco and Cinergy entered into an Amended and Restated Limited Liability Company Operating Agreement of DEI Holdco (the "LLC Agreement"). The LLC Agreement, among other things, establishes the general framework governing the relationship between Investor and Cinergy, and their respective successors and transferees, as members of DEI Holdco. Under the LLC Agreement, (i) prior to the Second Closing, the board of directors of DEI Holdco (the "Board") will consist of nine directors, one nominated by Investor and eight nominated by DEI Holdco and (ii) following the Second Closing, the Board will consist of ten directors, two nominated by Investor and eight nominated by DEI Holdco. The LLC Agreement contains certain investor protections, including (1) requiring Investor approval or the affirmative vote of the director nominated by Investor for DEI Holdco to make certain major decisions, and (2) providing Investor with the right to sell its membership interests in DEI Holdco to Cinergy upon the making of certain other major decisions (in each case, subject to certain minimum ownership thresholds). Certain transfer restrictions and other transfer rights apply to Investor and Cinergy under the LLC Agreement.

The foregoing summary of the LLC Agreement and the transactions contemplated thereby are subject to, and qualified in their entirety by, the full terms of the LLC Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description under the Introductory Note in this Current Report on Form 8-K is incorporated herein by reference under this Item 2.01.

Item 7.01 Regulation FD Disclosure.

On September 8, 2021, Duke issued a press release announcing the First Closing. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Exhibit 99.1 is being furnished pursuant to this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.





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Forward Looking Statements

This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are based on management's beliefs and assumptions and can often be identified by terms and phrases that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential," "forecast," "target," "guidance," "outlook" or other similar terminology. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but are not limited to:

• The impact of the COVID-19 pandemic;

• State, federal and foreign legislative and regulatory initiatives, including


   costs of compliance with existing and future environmental requirements,
   including those related to climate change, as well as rulings that affect cost
   and investment recovery or have an impact on rate structures or market prices;

• The extent and timing of costs and liabilities to comply with federal and state


   laws, regulations and legal requirements related to coal ash remediation,
   including amounts for required closure of certain ash impoundments, are
   uncertain and difficult to estimate;

• The ability to recover eligible costs, including amounts associated with coal


   ash impoundment retirement obligations and costs related to significant weather
   events, and to earn an adequate return on investment through rate case
   proceedings and the regulatory process;

• The costs of decommissioning nuclear facilities could prove to be more

extensive than amounts estimated and all costs may not be fully recoverable

through the regulatory process;

• Costs and effects of legal and administrative proceedings, settlements,

investigations and claims;

• Industrial, commercial and residential growth or decline in service territories


   or customer bases resulting from sustained downturns of the economy and the
   economic health of our service territories or variations in customer usage
   patterns, including energy efficiency efforts and use of alternative energy
   sources, such as self-generation and distributed generation technologies;

• Federal and state regulations, laws and other efforts designed to promote and


   expand the use of energy efficiency measures and distributed generation
   technologies, such as private solar and battery storage, in Duke Energy service
   territories could result in customers leaving the electric distribution system,
   excess generation resources as well as stranded costs;

• Advancements in technology;

• Additional competition in electric and natural gas markets and continued

industry consolidation;

• The influence of weather and other natural phenomena on operations, including


   the economic, operational and other effects of severe storms, hurricanes,
   droughts, earthquakes and tornadoes, including extreme weather associated with
   climate change;

• Changing customer expectations and demands including heightened emphasis on

environmental, social and governance concerns;

• 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 attack, cybersecurity


   threats, data security breaches, operational accidents, information technology
   failures or other catastrophic events, such as fires, explosions, pandemic
   health events or other similar occurrences;




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• The inherent risks associated with the operation of nuclear facilities,

including environmental, health, safety, regulatory and financial risks,

including the financial stability of third-party service providers;

• The timing and extent of changes in commodity prices and interest rates and the


   ability to recover such costs through the regulatory process, where
   appropriate, and their impact on liquidity positions and the value of
   underlying assets;

• The results of financing efforts, including the ability to obtain financing on


   favorable terms, which can be affected by various factors, including credit
   ratings, interest rate fluctuations, compliance with debt covenants and
   conditions and general market and economic conditions;

• Credit ratings of Duke Energy and DEI (the "Duke Energy Registrants") may be

different from what is expected;

• Declines in the market prices of equity and fixed-income securities and

resultant cash funding requirements for defined benefit pension plans, other

post-retirement benefit plans and nuclear decommissioning trust funds;

• Construction and development risks associated with the completion of the Duke


   Energy Registrants' capital investment projects, including risks related to
   financing, obtaining and complying with terms of permits, meeting construction
   budgets and schedules and satisfying operating and environmental performance
   standards, as well as the ability to recover costs from customers in a timely
   manner, or at all;

• Changes in rules for regional transmission organizations, including changes in

rate designs and new and evolving capacity markets, and risks related to

obligations created by the default of other participants;

• The ability to control operation and maintenance costs;

• The level of creditworthiness of counterparties to transactions;

• The ability to obtain adequate insurance at acceptable costs;

• Employee workforce factors, including the potential inability to attract and

retain key personnel;

• The ability of subsidiaries to pay dividends or distributions to Duke Energy

Corporation holding company (the Parent);

• The performance of projects undertaken by our nonregulated businesses and the

success of efforts to invest in and develop new opportunities;

• The effect of accounting pronouncements issued periodically by accounting

standard-setting bodies;

• The impact of 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, including our ability to

successfully consummate the Second Closing or that the sale to Investor may not

yield the anticipated benefits;

• 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; and

• The ability to implement our business strategy, including enhancing existing


   technology systems.

Additional risks and uncertainties are identified and discussed in the Duke Energy Registrants' reports filed with the 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.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



  10.1     Amended and Restated Limited Liability Company Operating Agreement of
         Duke Energy Indiana Holdco, LLC, dated September 8, 2021

  99.1     Press Release, dated September 8, 2021 (furnished pursuant to Item
         7.01)

104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
         in the Inline XBRL document).




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