Progress Energy 2010 Annual Report Download - page 7

Cautionary statements regarding
forward-looking information
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. Progress Energy cautions 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, Progress
Energy’s or Duke 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 Progress Energy or Duke
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 we discuss or refer to in the “Risk Factors” section of our
most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission (SEC). 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 Progress Energy’s and Duke 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 Progress Energy nor Duke 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 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.” You may also obtain these documents, free of charge,
from Progress Energy’s website (www.progress-energy.com/investor).
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 executive officers and
directors in its definitive proxy statement filed with the SEC on
March 17, 2011. You can find information about Progress Energy’s
executive officers and directors in its definitive proxy statement filed
with the SEC on March 31, 2011. Additional information about Duke
Energy’s executive officers and directors 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.
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