Filed pursuant to Rule 433

November 16, 2015

Relating to

Preliminary Prospectus Supplement dated November 16, 2015


Prospectus dated September 30, 2013

Registration Statement No. 333-191462


Duke Energy Corporation
$400,000,000 3.75% Senior Notes due 2024
$600,000,000 4.80% Senior Notes due 2045


Pricing Term Sheet




Duke Energy Corporation








Trade Date:


November 16, 2015










November 19, 2015 (T+3)








Security Description:


3.75% Senior Notes due 2024 (the “2024 Notes”)


4.80% Senior Notes due 2045 (the “2045 Notes”)






Ratings (Moody’s / S&P / Fitch)*:


A3 / BBB+ / BBB+


A3 / BBB+ / BBB+






Principal Amount:




The 2024 Notes will be part of the same series of notes as the $600,000,000 aggregate principal amount of Duke Energy Corporation’s 3.75% Senior Notes due 2024 offered and sold by the prospectus supplement dated April 1, 2014 and the accompanying prospectus.








Interest Payment Dates:


April 15 and October 15 of each year, beginning on April 15, 2016


June 15 and December 15 of each year, beginning on June 15, 2016






Maturity Date:


April 15, 2024


December 15, 2045






Benchmark Treasury:


2.250% due November 15, 2025


2.875% due August 15, 2045






Benchmark Treasury Yield:










Spread to Benchmark Treasury:


+135 bps


+175 bps






Yield to Maturity:









3.75% (interest on the 2024 Notes will accrue from October 15, 2015)








Price to Public:


100.926% per 2024 Note (plus accrued interest of $1,416,666.67 for the period from and including October 15, 2015 to but excluding the date of delivery)


99.664% per 2045 Note, plus accrued interest, if any, from November 19, 2015






Redemption Provisions:


At any time before January 15, 2024 (which is the date that is three months prior to maturity of the 2024 Notes), redeemable at the Treasury Rate + 15 bps. At any time on or after January 15, 2024, redeemable at par.


At any time before June 15, 2045 (which is the date that is six months prior to maturity of the 2045 Notes (the “2045 Par Call Date”)), redeemable at the Treasury Rate + 30 bps. At any time on or after the 2045 Par Call Date, redeemable at par.








$2,000 or any integral multiple of $1,000 in excess thereof


$2,000 or any integral multiple of $1,000 in excess thereof








26441CAN5 / US26441CAN56


26441CAP0 / US26441CAP05






Joint Book-Running Managers:


J.P. Morgan Securities LLC
Mitsubishi UFJ Securities (USA), Inc.

Morgan Stanley & Co. LLC
Scotia Capital (USA) Inc.








Senior Co-Manager:


Loop Capital Markets LLC










BNY Mellon Capital Markets, LLC
KeyBanc Capital Markets Inc.
SMBC Nikko Securities America, Inc.

The Williams Capital Group, L.P.








Junior Co-Managers:


Drexel Hamilton, LLC

Samuel A. Ramirez & Company, Inc.




*Security ratings are not recommendations to buy, sell or hold securities.  The ratings are subject to change or withdrawal at any time by the respective credit rating agencies.


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the




SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC (collect) at (212) 834-4533, Mitsubishi UFJ Securities (USA), Inc. toll-free at (877) 649-6848, Morgan Stanley & Co. LLC toll-free at (866) 718-1649 or Scotia Capital (USA) Inc. toll-free at (800) 372-3930.