Duke Energy 2010 Annual Report Download - page 19

DUKE ENERGY CORPORATION / 2010 ANNUAL REPORT
17
SAFE HARBOR STATEMENT
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as “may,” “will,” “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe,” “target,” “forecast,” and
other words and terms of similar meaning. Forward-looking
statements involve estimates, expectations, projections, goals,
forecasts, assumptions, risks and uncertainties. Duke Energy
and Progress Energy caution readers that any forward-looking
statement is not a guarantee of future performance and that
actual results could differ materially from those contained in
the forward-looking statement. Such forward-looking statements
include, but are not limited to, statements about the benefits
of the proposed merger involving Duke Energy and Progress
Energy, including future financial and operating results, Duke
Energy’s or Progress Energy’s plans, objectives, expectations and
intentions, the expected timing of completion of the transaction,
and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from
those indicated by such forward-looking statements include risks
and uncertainties relating to: the ability to obtain the requisite
Duke Energy and Progress Energy shareholder approvals; the
risk that Duke Energy or Progress Energy may be unable to
obtain governmental and regulatory approvals required for the
merger, or required governmental and regulatory approvals may
delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; the risk that
a condition to closing of the merger may not be satisfied; the
timing to consummate the proposed merger; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction may
not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers;
the diversion of management time on merger-related issues;
general worldwide economic conditions and related
uncertainties; the effect of changes in governmental regulations;
and other factors discussed or referred to in the “Risk Factors”
section of each of Duke Energy’s and Progress Energy’s most
recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission. These risks, as well as other risks
associated with the merger, will be more fully discussed in
the joint proxy statement/prospectus that will be included in
the Registration Statement on Form S-4 that will be filed with
the SEC in connection with the merger. Additional risks and
uncertainties are identified and discussed in Duke Energy’s
and Progress Energy’s reports filed with the SEC and available
at the SEC’s website at www.sec.gov. Each forward-looking
statement speaks only as of the date of the particular statement
and neither Duke Energy nor Progress Energy undertakes any
obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or otherwise.
Additional information on the merger and where to find it
This document does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed
merger between Duke Energy and Progress Energy, Duke Energy
will file with the SEC a Registration Statement on Form S-4 that
will include a joint proxy statement of Duke Energy and Progress
Energy that also constitutes a prospectus of Duke Energy.
Duke Energy and Progress Energy will deliver the joint proxy
statement/prospectus to their respective shareholders. Duke
Energy and Progress Energy urge investors and shareholders
to read the joint proxy statement/prospectus regarding the
proposed merger when it becomes available, as well as other
documents filed with the SEC, because they will contain
important information. You may obtain copies of all documents
filed with the SEC regarding this transaction, free of charge,
at the SEC’s website (www.sec.gov). You may also obtain
these documents, free of charge, from Duke Energy’s website
(www.duke-energy.com) under the heading “Investors” and
then under the heading “Financials/SEC Filings.”
Participants in the merger solicitation
Duke Energy, Progress Energy, and their respective
directors, executive officers and certain other members of
management and employees may be soliciting proxies from
Duke Energy and Progress Energy shareholders in favor of the
merger and related matters. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in
the solicitation of Duke Energy and Progress Energy shareholders
in connection with the proposed merger will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC.
You can find information about Duke Energy’s and Progress
Energy’s executive officers and directors in each of their most
recent definitive proxy statement. Additional information about
Duke Energy’s and Progress Energy’s executive officers and
directors can be found in the above-referenced Registration
Statement on Form S-4 when it becomes available. You can
obtain free copies of these documents from Duke Energy and
Progress Energy using the contact information above.