Item 1.01 Entry into a Material Definitive Agreement.
On
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
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.
2 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 affectsthe 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; 3
• 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
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
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 10.1 Amended and Restated Limited Liability Company Operating Agreement ofDuke Energy Indiana Holdco, LLC , datedSeptember 8, 2021 99.1 Press Release, datedSeptember 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). 5
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