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AGM 2014

May 1, 2014

Bill Currens
VP of Investor Relations, Duke Energy

Hi. Good morning, ladies and gentlemen.

Speaker 26

Good morning.

Bill Currens
VP of Investor Relations, Duke Energy

My name is Bill Currens, I am Vice President of Investor Relations for Duke Energy. I want to welcome you to the 2014 Annual Meeting of Shareholders. We are broadcasting this Annual Meeting by teleconference and webcast. I also welcome everyone online and on the phone. We always begin meetings at Duke Energy with a safety message, because safety is our top priority. Please pay attention to how we exit this building safely in the unlikely event of an emergency. The primary exits from this auditorium are the doors behind this stage on your right. Exit through these doors, turn right, and proceed down Stonewall Street. Those of you in the atrium area can exit out the front door, turn right as you go out of the building, then turn right again, and proceed down Stonewall Street.

If anyone needs assistance, security and safety personnel will be available to help you. If we do have to evacuate, please do not reenter the building until you have been told that it is safe to do so. As you entered the auditorium this morning, you should have received a copy of the Meeting Program. If you did not, please raise your hand and we will bring one to you. In order to provide for a safe and informative meeting, please take a moment to read the conduct of meeting procedures inside the Meeting Program. Please be sure that all electronic devices are turned off at this time. Now, let me quickly review the items on this morning's program. In a moment, I will introduce our Chairman of the Board, Ann Maynard Gray, who will call the meeting to order.

After taking care of certain procedural matters, Ann will introduce Duke Energy's Board of Directors. We will then move to the business portion of the agenda, which includes several items, including the election of directors, three other management proposals, and two shareholder proposals. Lynn Good, our Vice Chairman, President, and CEO, will provide an update on the company and lead a Q&A session. As we begin, let me inform you that today's discussion will include forward-looking information and the use of non-GAAP financial measures. You should refer to information contained in our SEC filings concerning factors that could cause future results to differ from this forward-looking information. A reconciliation of non-GAAP financial measures can be found on the investor relations section of our website at www.duke-energy.com. Now, it is my pleasure to introduce our Chairman of the Board, Ann Maynard Gray.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you, Bill. Will the meeting please come to order? Good morning, ladies and gentlemen, and welcome to the 2014 Annual Shareholder Meeting. In accordance with Delaware general corporate law, I appoint Nancy Wright, Associate General Counsel here at Duke Energy, and Sid Rodrigue of Broadridge Investor Communication Solutions, our proxy tabulator, to act as Inspectors of Election for this meeting. Nancy and Sid, please stand and be recognized. Our Executive Vice President, Chief Legal Officer, and Corporate Secretary, Julie Janson, also acting as Secretary of this meeting, will now report the number of shares entitled to vote and the number of shares and votes represented in person or by proxy at this meeting.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you, Ann. As of the close of business on March 3rd, 2014, Duke Energy Corporation had outstanding and entitled to vote 706,954,889 shares of common stock, each of which is entitled to one vote. There are here represented by proxy 592,366,158 shares of the corporation's common stock, which constitute 83.79% of the total shares entitled to vote at this meeting. The final reports of the Inspectors of Elections will include the votes, if any, of the shareholders present and voting in person.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you, Julie. Legal notice of this meeting has been duly given. A quorum is present, and the meeting is now lawfully convened for the transaction of business. First, I would like to introduce the members of your Board of Directors, all of whom are with us today. As I introduce them, I will ask them to stand and be recognized. Bill Barnett, President and CEO of Barnett Development Corporation. Alex Bernhardt, Chairman of Bernhardt Furniture Company. Michael Browning, Chairman of Browning Investments. Harris DeLoach, Executive Chairman of Sonoco Products Company. Dan DiMicco, Retired Chairman, President, and CEO of Nucor Corporation. John Forsgren, Retired Vice Chairman, Executive Vice President, and Chief Financial Officer of Northeast Utilities. Lynn Good, our Vice Chairman, President, and CEO. Jim Hance, Retired Chairman and Chief Financial Officer for Bank of America. John Herron, Retired President, CEO, and Chief Nuclear Officer of Entergy Nuclear.

Jim Hyler, Managing Director of Investors Management Corporation. Bill Kennard, Senior Advisor at Grain Management. Marie McKee, President of The Corning Museum of Glass. Jim Renck, retired Senior Vice President and partner of Bechtel Group and past President of Bechtel Nuclear. Jim Rhodes, retired Chairman, President, and CEO of the Institute of Nuclear Power Operations. Carlos Saladrigas, Chairman of Regis HR Group and Concordia Healthcare Holdings, and Phil Sharp, President of Resources for the Future. Dr. Sharp and Mr. Barnett are retiring as directors at the end of today's meeting as per our normal retirement policy and corporate governance principles. I would like to thank them for their many years of outstanding service to the company. Also seated in the first rows are the members of your management team. In the interest of time, I will not introduce them individually.

I hope you had the chance to meet some of them on your way in, and if not, I encourage you to do so after the meeting. I want to express my personal appreciation to the directors and the management team for their commitment to the company and my thanks to you, our investors. I also would like to introduce Darren Myers from our Corporate Security Department, who is serving as sergeant-at-arms. Finally, I would like you to meet Charlie Muha and Sean Bird of Deloitte & Touche, the company's independent public accountants. We will now proceed with the matters to be voted on. We have a declassified board of directors, which means that all of the directors stand for election every year at the annual meeting. The board of directors has nominated Directors Bernhardt, Browning, DeLoach, DiMicco, Forsgren, Good, Hance, Herron, Hyler, Kennard, McKee, Rench, Rhodes, Saladrigas, and myself.

They have been nominated for election as directors for one-year terms expiring in 2015. These nominees, whose bios begin on page 16 of the proxy statement, are presented for the purpose of voting for their election as directors. The appointment of Deloitte & Touche as the company's independent public accountant for 2014, as stated on page 33 of the proxy statement, is also hereby presented for the purpose of ratification. A vote on an advisory basis of our named executive officer compensation, as disclosed on page 35 of the proxy statement, is hereby presented for approval. The amendment to Duke Energy Corporation's amended and restated certificate of incorporation to authorize shareholder action by less than unanimous written consent, as disclosed on page 68 of our proxy statement, is hereby presented for approval.

Also to be presented are two proposals we have received from our shareholders. The first relating to a shareholder right to call a special meeting, and the second regarding political contribution disclosure. I would like to ask Julie Janson to introduce these two proposals.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you, Ann. This year, we received two proposals from shareholders to be submitted for vote at the meeting. For the reasons outlined in the proxy statement, the board has recommended a vote against each of these shareholder proposals. In the interest of time, we will not discuss our reasons for opposition at this meeting, but they are spelled out in the proxy statement made available to all our shareholders. However, both of the shareholder proponents will now be given an opportunity to present his or her proposal and a brief supporting statement. I would like to remind those presenting that your remarks should be limited to the proposal. There will be a later time in the meeting to engage in a question and answer if you are so interested.

The first shareholder proposal relates to shareholder right to call a special shareholder meeting, as stated beginning on page 69 of the proxy statement. Here to present this proposal on behalf of the proponent, John Chevedden, is Mr. William Dempsey. Mr. Dempsey, would you please meet a volunteer with a microphone at the aisle to present the proposal?

William Dempsey
Shareholder, Private Investor

Thank you, Madam Chair. My name is Bill Dempsey. I am moving the proposal on behalf of John Chevedden, proposal number five. It seeks to give shareholders the power to call a special shareholder meeting. With your permission, Madam Chair, I will not read the entire proposal and instead refer shareholders to page 69 of the proxy statement. To briefly summarize, we're asking the board to enhance shareholder rights by taking the necessary steps to allow holders to aggregate a 15% or more of our company's common stock to have the power to call a special meeting. The reasons are very straightforward. Granting shareholders the power to call a special meeting is a good corporate governance practice. Of course, strong corporate governance practices are well-recognized as having beneficial impacts on shareholder value over the longer term.

As you're well aware, ISS, which is the leading provider of proxy voting advice for institutional investors, has recommended that its clients support this proposal. In doing so, ISS noted that, quote, "The inability to call a special meeting and the resulting insulation of management could adversely affect corporate performance and shareholder returns." End quote. In closing, I'd like to recommend shareholders support this proposal and encourage the board to strengthen its commitment to good corporate governance by granting shareholders this important right. Thank you.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

The second shareholder proposal relates to political contribution disclosure, as stated beginning on page 71 of the proxy statement. Mr. Dempsey will also present this proposal on behalf of the proponent, the Nathan Cummings Foundation.

William Dempsey
Shareholder, Private Investor

Thank you. Again, it's Bill Dempsey. I'm the Chief Financial Officer for the Nathan Cummings Foundation that sponsored this proposal. Again, with your permission, Madam Chair, I will not read the entire text. It is on page 71, as you indicated. To briefly summarize, we're asking for disclosure of all the company's political spending, both direct and indirect. This includes spending done through trade associations. We submitted this proposal because political spending can present risks to long-term shareholder value, risks that shareholders cannot adequately assess in the absence of full disclosure. I would note that concerns about our company's political spending have been amplified following the recent release of coal ash into the Dan River. Duke Energy has come under intense scrutiny, and press reports have raised questions about our company's political spending in North Carolina, including contributions to North Carolina Governor Pat McCrory, a former Duke employee.

More broadly, concerns have been raised about the company's influence over state legislatures in several key markets. ISS is, again here, the leading provider of proxy voting advice to institutional investors, has recommended its clients support our call for complete disclosure of Duke's political spending. ISS concluded that our proposal warrants shareholder support because, among other things, quote, "Duke Energy does not provide sufficient information regarding its corporate political contributions or its trade association participation to enable shareholders to understand and assess the company's comprehensive political contribution-related activities and management of any related risks." End quote. Our proposal was also supported by a significant number of retail investors. As you may be aware, the advocacy group SumOfUs brought together 38,000 individuals who've called for the implementation of our proposal.

I have with me a copy of their petition, as well as a complete list of each of their signatories, which I will leave with the Corporate Secretary. In closing, I'd like to urge shareholders to support this proposal. Finally, I just want to say, this is not an issue that's going to go away. What we've seen with other companies that have performed well is when they've gotten in front of this kind of situation and seen it as an opportunity to better connect with institutional shareholders. We hope that the company will understand the message from shareholders, the message from ISS, that you cannot hide your political spending anymore. Thank you.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you, Mr. Dempsey. That concludes our presentation of the proposals before us at the annual meeting. If you have not previously voted your shares or you would like to change your vote, a vote by ballot will now be taken for each of these items.

Nancy Wright
Associate General Counsel, Duke Energy

Shareholders, the polls are now open. If you wish to vote by ballot, please raise your hand. The polls will close in just a few minutes, so after you have received your ballot, please complete it and raise your hand again so we can collect it. Does anyone need a ballot? Please raise your hand again after you've completed your ballot so that everyone can collect them.

Speaker 25

Question. Is the discussion of the amendments appropriate at this time?

Ann Maynard Gray
Chairman of the Board, Duke Energy

No, sir. That would be appropriate during the question and the answer period.

Speaker 25

After we voted?

Ann Maynard Gray
Chairman of the Board, Duke Energy

Correct.

Speaker 25

It does not make much sense in terms of normal procedure.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you.

Nancy Wright
Associate General Counsel, Duke Energy

The polls are now closed. If you've not yet returned your ballot, please raise your hand so we can collect it now.

Ann Maynard Gray
Chairman of the Board, Duke Energy

I will now ask Julie Janson for the inspectors of election report.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Thank you, Ann. Based on the proxies received, first, each nominee for Director has received the approval of a majority of the shares voted for his or her election. Second, the ratification of Deloitte & Touche as the company's independent public accountant for 2014 has received the required affirmative vote of shareholders sufficient to ensure ratification. Third, the approval on an advisory basis of our named executive officer compensation has received the required affirmative vote of shareholders sufficient for approval. Fourth, the amendment to Duke Energy Corporation's amended and restated certificate of incorporation has received the required affirmative vote of the outstanding shares sufficient for approval. Fifth, the shareholder proposal relating to shareholder right to call a special shareholder meeting has received the required affirmative vote of shareholders necessary for approval. Finally, the shareholder proposal relating to political contribution disclosure has failed to receive the vote necessary for approval.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you, Julie. The final reports of the inspectors of election are ordered to be filed with the minutes of this meeting. This meeting is adjourned, I now have the pleasure of introducing our Vice Chairman, President, and CEO, Lynn Good, for a business report and question and answer period.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you, Ann. Let me add my welcome to everyone who's here today. We have a great turnout, I'm looking forward to a good discussion today. I'm going to introduce a notable who wasn't expecting an introduction. Brian Good is in the audience today. A college sweetheart, 32 years of marriage, I would encourage you to greet Brian at some point today. This is a great day for us, we're really excited to have an opportunity. I'm excited to have an opportunity to talk about Duke Energy. I wanted to do a couple of things. I wanted to share just a report about the company. I wanted to touch on a year of accomplishment. Of course, I'm going to talk about Dan River, an important item I know to many of our shareholders and customers.

I'd like to close with a discussion of the future. A lot has been written about the energy industry. It's an exciting time to be in this industry, I thought it would be appropriate to just spend a few minutes. Annual meetings, what's happened over the last year, it's been a year of accomplishment for Duke Energy. I want to start that discussion by thanking 28,000 men and women who I have the pleasure of working with every day. These are men and women who have a great commitment to the mission of delivering energy 24 by seven. We produce a unique product. The same moment we produce it, we deliver it to all of you. It's an extraordinary team of people, many of whom I've had an opportunity to meet over the last 10 months.

We've also delivered returns to shareholders over the year, meeting our earnings expectations, growing the dividend. We've paid a dividend to shareholders for 88 years, which is an extraordinary return to those who count on us to deliver returns. 2013 was also the first full year of the merger, we met many milestones as an organization, integrating systems and processes, delivering savings to customers. We're at $200 million of savings to customers. We've also worked on productivity. We've driven about 9% of our operating costs out of our business in an effort to keep our rates as low as we possibly can. We have also completed a five or six-year modernization program where we have spent money to install clean and efficient forms of generation, five combined cycle plants and advanced coal plants, in addition to renewables and other modern technology.

I think it's important to pause on that just for a moment and reflect on what that modernization has accomplished. If you look at the environmental profile of generation for Duke Energy, our carbon emissions are down 20% from 2005. Our SO2 emissions are down over 80%, our NOx emissions are down over 60%. I think we've had an impressive set of accomplishments, not only in 2013, but also as a result of this important modernization effort. I want to thank again, all of the teammates who've been a part of this year and the commitment that they've demonstrated in bringing us to this point. I wanted to share just a moment of anecdote with you because 2014 has been a challenging time from a weather standpoint.

Polar vortex may be a name that you've heard to talk about the weather in January and February. We hit an all-time peak in the Carolinas in January, which for a southeastern state is an unusual thing. Usually those peaks occur in the summer. We had teams of people working 24/7 to maintain a reliable system during that extraordinary weather. We also were hit with winter storms and ice storms. We had people working around the clock to restore service. We take that commitment to safe and reliable operations very seriously. I wanted to share with you a letter, just a quote from a letter that the executive director of the South Carolina Office of Regulatory Staff shared with me, reflecting on the work of the team of people who operated in South Carolina during this time.

He wrote, "When adversity strikes, we can count on Duke to serve the public and earn our admiration and respect." That's the heart that I have for the teams of people who work around the clock in these extraordinary conditions. I want to thank the Duke Energy employees for their commitment. Let me spend a moment on Dan River. I know that's an important topic and one that has been front and center for the last 2 months. I'm sure all of you are aware that on February 2nd, a storm pipe below the primary ash basin at Dan River failed, resulting in a release of ash to the river. We deployed resources immediately. Not only our internal crews, but contractors and experts, we worked around the clock to permanently seal that pipe. We began work immediately to remediate and clean up the river.

Dan River was an accident. We have taken responsibility, we will do the right thing on this incident. I think it's important to reflect on this and discuss some other important facts during this period. From the moment the incident occurred, from February 2nd forward, the drinking water remained safe the entire time. The water quality in the river has returned to normal. Scientists from North Carolina State University have tested the river for the ability to be used in agriculture and for livestock, they found it to be safe. We will continue to monitor, scientists will continue to monitor, regulators will continue to monitor. We care deeply about the health of the river, we will be there until this issue is resolved.

The conversation has moved beyond Dan River to the broader issue on the policy around the management of ash and the closure of ash basins. It's actually a timely period for that discussion because we are at a point where we are retiring more coal than we have at any point in our history. In connection with the modernization program I talked about a moment ago, we have retired half of our coal plants. We operate 33 basins in North Carolina. We operate 69 basins around our entire system at Duke. This is an industry-wide issue. Across the U.S., there are 676 ash basins, as reported by the EPA. I share that with you to say this is an industry-wide issue. It is a complex one. It requires discipline and a fact-based approach to get to the right answer.

North Carolina, as well as Duke Energy, has the ability to lead on this issue. We've started that conversation around leadership by putting forward a very credible plan that includes not only near-term actions, but also a commitment to develop a long-term solution and strategic plan for all of our basins by the end of 2014. The near-term actions include the work of third-party engineers. It includes engineering work to convert our remaining coal plants to dry fly ash handling. It also includes moving ash at Riverbend and Dan River and Asheville and accelerating closure of our Sutton plant. The long-term plan to be presented by the end of this year will be based on science and fact and engineering because we care very much about getting this right, we're committed to getting this right.

Safety remains our highest priority, we look forward to working constructively with all of our key regulators and stakeholders to set the course for the future. We also care deeply about the environment and the health and safety of our communities. North Carolina is our home, too. 12,000 of our 28,000 employees call North Carolina home, and 8,500 of our retirees live in North Carolina as well. We will be here as part of this conversation to get this right into the future. Let me close by pulling the lens back a little bit and talking about the long term. It's an exciting time to be in this industry. There's a lot of change and innovation. You look at shale gas discovery, you look at renewable generation, distributed generation, battery storage, microgrids, smart meters.

There are so many opportunities to change and evolve in this important energy industry. As we think about that at Duke Energy, we want to be a part of that change and innovation. We have a history of change and innovation. We come to this period in our history focusing on three things. First of all, productivity and efficiency. We have to run the business we have now as efficiently as we possibly can. Our recent merger has made it possible for us to continue to drive costs out of our business. We also come to this period with enthusiasm and excitement to embrace these new technologies and bring them into our system. We have a number of battery storage projects that are going on around the company where we're experimenting with this important technology.

We've been studying renewable technology since 2007 and have invested billions of dollars learning about wind and solar. Just recently, in the last week or so, we were recognized, both our Duke Energy Progress and Duke Energy Carolinas utility as being the top 10 in 2013 in installation of solar technology. I was just at the Sutton plant this week and saw the full generation of evolution of generation at that site. I saw a retired coal plant. I saw a brand-new combined cycle plant and a solar array. We look forward to continuing to find ways to institute and implement new technologies into our business. Finally, we're focused on growth. We look at ways we can bring more gas into our system. We have an RFP out for more solar in the Carolinas.

We're also working closely with Piedmont Natural Gas to find a way to bring additional gas infrastructure into the state of North Carolina, not only to support electricity, but to serve as an engine for economic development in our state. I believe Duke is prepared for the future. Our scale, our balance sheet, financial discipline, our focus on growth, our focus on innovation will be a part of the way we change and evolve as we go forward. Our commitment will be to continue to hold ourselves to a high standard, to adapt and change and grow, to maintain our commitment to this mission of 24 by seven operation, and of course, to deliver great long-term value to our shareholders. You're all very important to us. We appreciate the fact that you're here today and appreciate your interest in Duke Energy.

I'd like to close this part of the discussion. We have an institutional shareholder who would like to make a statement, which I'd like to call on Craig Rines from CalPERS to do that at this point. Then we'll open it up for questions. Craig?

Craig Rhines
Analyst, CalPERS

Good morning, Madam Chair. Thank you for the update on the Dan River. Again, my name is Craig Rhines. I'm with the California Public Employees' Retirement System, also known as CalPERS. We're the largest pension fund in the U.S. with over $280 billion in assets. I'm also here representing the New York City Pension Funds and the New York City Comptroller, Scott Stringer. In total, we own about 3.9 million shares that we're voting today. Our public pension funds, two of the largest pension systems in the world, are substantial long-term Duke Energy shareholders. Today, we cast our combined 3.9 million shares against four directors for risk oversight failures related to the environmental disaster in February. Those directors are Directors Bernhardt, Hiler, Rhodes, and Saladrigas.

All four are longstanding directors who sit on the board committees responsible for overseeing the company's environmental health and safety goals, objectives, and compliance, as well as lobbying and political activities. In February, 39,000 tons of pollutants were spilled into the Dan River near Eden, North Carolina. Seventy miles of river were coated in coal ash, making this the third-largest ash spill on record. Duke produces 41% of its power from coal, yet the company's board nominees have little experience in coal mining, environmental management, and regulation. This disaster has put the spotlight on inadequacy of the board's environmental and regulatory risk oversight leading up to the spill.

Not only do we want board members to step down, we want a full review of the board's skills and expertise and for Duke to bring in fresh talent with experience and deep knowledge of the coal industry, environmental risk, and relevant regulatory expertise. Thank you.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Mr. Rines, thank you for that statement. We disagree with that point of view and have filed our response to that position with the SEC. Copies of that will be available in the atrium following the meeting. I must say that the board at Duke is a very engaged and committed board with deep experience in this industry, in regulation, in engineering, and operation of our assets and have been very engaged throughout this process. I'd invite you to see our full response to the SEC that's in the atrium. At this point, I'd like to open it up for Q&A. We're going to have an opportunity to answer questions today. We're going to run the Q&A a little bit differently for those of you who have been here in previous years. I'd like to invite Tim Pettit and Paige Sheehan.

These are very senior members of our corporate communications team, who are going to facilitate the Q&A for us. Tim, if I could turn it over to you to discuss how we're going to proceed. Thank you.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Thank you, Lynn. Paige and I will be moderating this year's Q&A and comment session. Based on feedback from shareholders that we received in recent annual meetings and in an attempt to be as certainly accommodating for all shareholders that are attending today, we're going to be changing things a little bit, and we're going to be limiting questions and comments to two minutes. In order to help you facilitate getting your question and comments made, we'll be using a countdown clock that will appear on the screen behind me that will indicate how much time you have remaining. We want to thank you in advance for your adherence to the allocated time and for being respectful of the other shareholders that will be following you that would like the opportunity to ask questions as well. We very much thank you for your adherence to that.

As each of you arrived today, you were asked, and many of you indicated that you did want to ask a question or make a comment. At that time, you were given a number. Right now, we'd like to know if there's anyone in the room that does not have a number, but you feel like you'd like to ask a question or make a comment. If you would raise your hand, please, we'll bring a number to you. Got someone in the back. Couple of folks up front here. Right. We're going to be proceeding in numerical order. One of the things we'd like for you to do is if you find that your question has already been asked, if you would please consider yielding your time to other shareholders so that they can have the opportunity to ask their question. We would very much appreciate that.

As we call your number, if you would proceed to the aisle, a pager aisle will meet you with a microphone. We would ask that you introduce yourself for the record, and if you're serving as the proxy for someone, would you please introduce that shareholder's name to the record as well? With that, we'll get started and who has question number one? Question number one. Okay, question number two.

Ann Maynard Gray
Chairman of the Board, Duke Energy

What? I feel like we're dancing.

Richard Fireman
Shareholder, Duke Energy

Hello. Can you hear me? Hello, my name is Richard Fireman. I'm a shareholder, and I'm speaking on behalf of myself. Chairwoman Good, members of the board, and executive staff, I know that you and Duke Energy are wise enough to know that climate change is real, is impacting all of us now, and will continue to make all of our lives more difficult and precarious in years to come if you continue your risky business practices of burning coal and natural gas in a world made more dangerous by extreme weather and climate disruption. Let me be more clear. The IPCC uses the phrase highly likely to describe the course of our lives if you keep using your out-of-date business plan for our electricity.

Highly likely means that by the end of this century, the world will be seven to 11 degrees warmer to a 95%-90% accuracy chance that that'll happen. I know that you love your families, your husbands, wives, children, grandchildren, would you put them in a car, on a plane, in a boat, or on a train if you knew that the chance of them getting to their destination safely was one in 20 or less? Of course not. That's the risky, highly likely predicament you place all of us in when you help elect and support politicians who deny climate science, legislate that science can't be used to determine sea-level rise in North Carolina, install regulators who fail to enforce state and federal regulations, and rubber-stamp your IRPs for a dirty fossil fuel future. This is a dangerous thing.

I ask each of you some questions. Do you believe in the golden rule? Do you have no loyalty to God? Do you believe that God wants you to destroy human life and the beauty of the Earth community? Fiduciary values trump all values. Thank you.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thanks.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you. It's clear that you care a great deal about the environment, and I respect that. We care a great deal about the environment at Duke Energy. As I look at what we've accomplished with our modernization program, we have certainly increased the flexibility of our resources. We've reduced our carbon emissions. We've also reduced SO2 and NOx. We have a responsibility to maintain a reliable service and safe service, and we take that commitment very seriously. I think climate change is a national debate. It's an international debate. We have been engaged, and we will continue to exercise environmental responsibility in all that we do. Thank you for your question.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Lynn, I'm here with Mr. Al Goozner, who has question number three.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Al Goozner
Shareholder, Private Investor

My name is Al Goozner, and I too am concerned about the environment and consider the points being expressed by the environmentalists here a noble cause. My viewpoint is from being a stockholder wanting the trend of increasing dividends to continue and also being an environmentalist with six years of experience with the EPA in Washington. As a ratepayer, I have homes in Charlotte and Asheville. What can be done to better involve environmentalists in the activities of the company? We need them to take a positive approach to support and improve the company's efforts. Coal ash is not a hazardous waste. To my knowledge, storage and handling, new EPA rules may be coming out in December. If a joint group of the company and environmental organizations could draw up a workable strategy, it would have much clout before the EPA and state regulators.

We need to maintain the company's credit rating. Financing costs of newly issued bonds could increase because of the recent publicity on coal ash. We need to issue more bonds to finance replacement of coal plants. We need cleaner fossil fuels, coal conversion, renewable energy sources, along with implementing more stringent EPA emission standards. A decreased credit rating and risk perception by investors would impact the funds available for the environment. If environmentalists could better their strategy with a positive posture toward the company, it would improve both the environment and the availability of funds to do the job. We need to continue and improve the progress the company has made. We need the support of the environmental organizations to do this. My question is very simple.

How can we better accommodate the environmentalists and get them to see that finger-pointing and public outrage directed at the company is harming their cause? Can we have a forum to mediate these issues? We need to show the environmentalists they are currently playing a lose-lose game. We need a cooperative effort to turn this around to a win-win situation.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Thank you. Lynn?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you for your statement. We welcome the opportunity to have dialogue with key stakeholders. I think it's important to get discussion going about tough issues and get to solutions that make sense. We engage in stakeholder outreach throughout our company and throughout the year as we wrestle with tough issues. I think the issue that you're raising is we have continued opportunity to do that. We look forward to it. I also hear in your comments the importance of balance, that we need to do all things. We need to ensure that we're protecting the environment. We also need to ensure we maintain financial integrity and returns to shareholders. That's exactly the balance that we strive for every day and welcome the opportunity to participate in dialogues with our important stakeholders.

Ann Maynard Gray
Chairman of the Board, Duke Energy

The shareholder with question number 4, please identify yourself.

Steve Runholt
Pastor, Warren-Wilson Presbyterian Church

Good morning. Good morning, Madam Chair.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Steve Runholt
Pastor, Warren-Wilson Presbyterian Church

Madam President. I'm Steve Runholt. I'm the pastor of Warren-Wilson Presbyterian Church near Asheville, North Carolina, and I'm representing First Clearing Corporation this morning. You've graciously received a letter that we've written to you. I bring an open letter to Duke Energy from the faith community of Western North Carolina, and with your permission, I'd like to share that for the record this morning. We are writing as leaders of local church. This has been signed by 72 area clergy. We are writing as leaders of local churches and faith communities. We feel obliged to act as faithful stewards of God's creation. We write today because we need your leadership to achieve a sustainable future where our energy needs are met without depending on fossil fuels.

Toward that goal, we ask Duke Energy to develop and publicize plans for decommissioning the Asheville coal plant, including a plan to clean up the coal ash waste sites, which are leaking into our groundwater and our beloved French Broad River. To participate in a public conversation about the pursuit of innovative steps toward clean energy in our region, we need your leadership. As people who take our responsibility to care for creation as a moral mandate, we believe the Asheville coal plant is clearly inconsistent with our faith traditions for the following reasons. The Asheville coal plant is the largest single source of CO2 pollution in our region and therefore contributes significantly to climate disruption. The Asheville coal plant relies on coal mined by mountaintop removal in Kentucky.

We do not believe that anyone has intended these unacceptable impacts of the Asheville coal plant, but its effects are well documented. As faith leaders, we believe we have a moral obligation to advocate for a new course. Duke Energy is not just a faithless company to us. Your leadership and your employees are our neighbors, and as you mentioned earlier, sometimes our congregants as well. We implore you to decommission the Asheville coal plant to clean up the toxic coal ash waste sites and to inspire our community to find a clean energy future that holds promise for the health and economic wellbeing of all Western North Carolinians. My question is: will you specify your plan to retire the Asheville coal plant and to clean up the coal ash waste site?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you for your letter and statement. I spoke a moment ago about our plan that we've put forward around coal ash, which includes not only a short-term or near-term plan, but also a long-term comprehensive solution. Part of that near-term plan is to continue moving ash from the Asheville site and also to evaluate converting that site to dry handling or retiring it. That's a thoughtful process that we'll undertake here in 2014, and Asheville, as all of our sites, will be addressed as we move through this important plan. Thank you for your question and your letter.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Would the shareholder with question number five please identify yourself?

Kemp Burdette
Cape Fear Riverkeeper, Cape Fear River Watch

Good morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Kemp Burdette
Cape Fear Riverkeeper, Cape Fear River Watch

My name is Kemp Burdette. I'm the Cape Fear Riverkeeper. I've come up from Wilmington today. Duke's guiding principle for compensation decisions is that pay should be linked to performance, both of individuals and the corporate entity. In the last year, Duke Energy has been responsible for the third-largest coal ash spill in our nation's history in the Dan River by failing to clean up coal ash sites at those facilities. Duke has illegally and secretly pumped over 61 million gallons of coal ash wastewater into the Cape Fear River above 840,000 downstream drinking water users without zero notification to the public or water treatment plants. Duke coal ash ponds have contaminated groundwater at its Sutton facility in New Hanover County so badly that the company has been forced to install alternate water supplies for residents of nearby communities.

For this performance, the board has proposed a $1.1 million bonus for you, the CEO, as well as a raise. If this is Duke Energy's interpretation of performance pay, what does it say about the company's commitment to protecting surface and groundwater resources, for protecting the people that live around its facilities, and for protecting our environment? I would urge the board and the shareholders to base the compensation of its executive employees on their success in cleaning up their coal ash ponds that continue to contaminate surface and groundwater, threaten public health, and spoil our natural resources. Thank you.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

We take our responsibility at Dan River and for the safe operations of all of our facilities very seriously. We've taken accountability for Dan River. We have moved quickly to remediate the site and to permanently close it. I think it's important to note that from the period of the spill through today, the drinking water has remained safe in the Dan River, and it will continue to be monitored, and we'll be there until we get it right. Accountability is an important part of what we stand for at Duke Energy, and that will always be the case. Thank you for your comments.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Question number six, please.

Hartwell Carson
French Broad Riverkeeper, MountainTrue

My name is Hartwell Carson. I'm the French Broad Riverkeeper in Asheville, North Carolina, and I'm representing Robert Schubert today. As the previous speaker mentioned, the Asheville Power Plant is in fact polluting groundwater. It's polluting people's drinking water wells, and it's polluting the French Broad River. It's also one of your most expensive units to operate in your entire fleet. I hope you'll give serious consideration of closing the coal-fired units at the Asheville Power Plant. As I was driving to this meeting today, I heard on the radio an ad by Duke Energy that said you guys were committed to doing the right thing, and I heard you say the same thing here just a moment ago.

I recently visited the downstream community of the Cliffside Power Plant, and this is a community solely on drinking water well supplies with seeps from the coal ash ponds running through their community. I was the first person there that they had seen from state regulatory agencies, EPA, or their neighbor, Duke Energy. I want to ask you the question: how can you run ads committing to do the right thing, where at the same time poisoning your neighbor's drinking water wells while spending money on radio ads and spending money to appeal litigation that would force the cleanup of these type of facilities at Asheville, at Cliffside, and around the state of North Carolina?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I respect your point of view, but I disagree with your point of view. I believe we've been accountable for Dan River. I believe we operate in a very safe and reliable way. We're a very regulated business. We have permits and regulations and oversight specifically directed towards safeguarding environments and the health and safety of our communities. We meet those requirements and will continue to provide a very high priority on all of those requirements. Our commitment is on safe and reliable operations. I appreciate and respect your point of view, but Duke is committed to doing the right thing, and I believe you'll see that as we move through the future and address this important issue.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number 7, please.

Pete McDowell
Shareholder, Private Investor

Ms. Good, my name is Pete McDowell. I'm a stockholder.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Pete McDowell
Shareholder, Private Investor

First of all, I think the rule of order by which this meeting was conducted was totally illegitimate. The vote should be illegitimate. There is no rule of order that says first you vote and then you discuss the issue. You don't do that in the legislature. You don't do that in Congress. You don't do that in any democratic body that I have ever heard of. Secondly, please explain why Duke Energy Carolinas is projecting that by 2028, its use of solar energy will be 3%. That is not a misprint or a misinterpretation. That 3% figure comes from the latest integrated resource plan filed with the North Carolina Utilities Commission.

Add to the 3% solar figure the fact that Duke has also announced its campaign to try to kill solar through economic manipulations coming before the utilities commissions, manipulations that come right out of the Koch brothers' ALEC playbook. What right does Duke Energy have to deny families and businesses the option of affordable solar energy? Please tell me how these facts do not give lie to the solar-friendly PR and professions of Duke's deep concern for a sustainable planet, faced with the enormous threat to our families posed by climate change. Please look me in the eye and explain how this is not gross hypocrisy and irresponsibility.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Yes, sir. Duke supports solar energy, embraces solar energy. Since 2007 forward, we've invested over $3 billion in a combination of wind and solar. Between now and 2020, are committed to invest another $3 billion just in the state of North Carolina. I referenced a moment ago that in 2013, we were in the top 10 of utilities. Duke Energy Progress on the eastern part of the state and Duke Energy Carolinas on the western part of the state in supporting renewables and supporting solar. We were one of the largest, top 10, in installing solar in the Carolinas in 2013. In 2014, we've issued an RFP to bring 300 more MW of solar. I think the thing that's important to note when you consider solar generation, solar generation does not provide as much electricity as a plant that operates 24 hours a day.

It's an intermittent resource. When you see statistics that are measured on energy, which is the amount of energy that's generated over the course of the day, solar is naturally going to be a smaller percentage. It does not mean that we do not support solar. We do support solar. We think it'll be an increasing part of our portfolio as we go forward. Thank you for your question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Shareholder with question number 8, please identify yourself.

Deborah Ferruccio
Shareholder, Private Investor

I'm Deborah Ferruccio.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Deborah Ferruccio
Shareholder, Private Investor

I live in the Roanoke River Basin, and I work with the Roanoke River Basin. We feel that the entire Roanoke River Basin and all these other basins and all these other rivers are in a grave state of peril. I don't believe that Duke Energy has given the resources that it needs to. From what I understand, there was a cleanup of a pile of the coal ash right at the actual spill. There has been the beginning of a cleanup near the Schoolfield Dam. There has been no other talk about cleaning up what we were told originally was anywhere from 52,000-82,000 tons of this. The numbers have gone down to 30 some thousand.

We want you, Ms. Good, and we want you, all the shareholders of Duke Energy, including the California Pension Fund and the New York City Pension Fund, we want you to make Duke Energy start the beginning of a whole new way of operating, and that is we want you to get a fleet of vacuum cleaners out there on those ships. Not just one, not just two. We want it so that we can save the Roanoke River Basin. The front cover of Business North Carolina has a picture of coal on it, and above it says, "The Black Plague." This is where we're headed because the perception of North Carolina is terrible now. The perception of people thinking about Duke Energy is terrible.

I appreciate every time my lights go off and I hear a message that says, "Sorry for your inconvenience." I have actually said to myself, "Wow, what a world we live in, where they apologize for my not having lights for two or three hours." I appreciate that. What I don't appreciate is a lifetime of having to worry about what's in our water. When you say the drinking water is safe, sure, they're putting this through filters, and it's coming out allegedly safe. It's coming out according to maximum contaminant levels that are really set for polluters. I want you to know that we don't feel it's safe. We're going to need independent oversight. We're not going to need monitoring. We need to see you visibly out there with the ships that it's going to take, the boats, the vacuum dredgers.

When you do that, I will wrap it up. When you do that, you will help everybody and every one of these other coal ash places have hope that your long-term plans are going to be legitimate because the near-term problem is a crisis. We're in a race against time to save the Roanoke River Basin, where two million people get their drinking water, and their entire economy is dependent upon it.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate those comments. You're obviously passionate about the river, I respect that deeply. We have begun cleanup of the river. I think you referenced the initial cleanup. We've also positioned ourselves at the Schoolfield Dam. We have been completing cleanup at a third location. Our cleanup efforts are being directed by regulatory agencies in the state and at EPA. We are working at their direction. They are the scientists determining when and where it's appropriate for us to exercise cleanup efforts. We are moving immediately when we are in agreement that it's time to clean up. We're positioned at a park in Danville right now, where our crews are working in order to complete the work. We will be there until it's resolved. The scientists are involved in monitoring and working with us around cleanup.

Deborah Ferruccio
Shareholder, Private Investor

Scientists data going into Parlee. We have Tom Peters who has water quality, said it's in {audio distorion}

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate those comments. We are working with monitoring, both at the EPA. We're working with the State of Virginia. We're also working with the State of North Carolina and the environmental scientists. I also shared with you a moment ago that NC State scientists have been involved in doing some sampling. EPA has 14 or 18 locations along the river that they're sampling and giving us feedback on cleanup. We are working actively with them. We will be there until it's resolved. I appreciate your question. What I would ask. I appreciate that feedback. I don't know who the independent scientists are that you're referencing. We do have a kiosk. We didn't mention this earlier, but there is a kiosk outside where we have subject matter experts around coal ash.

If you have specific scientists that you'd like for us to consider, please give us those names. I would regard NC State as independent. They're important scientists in the State of North Carolina. We would welcome feedback from you on others that we might consider. Thank you for your question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number nine is from James Browning.

James Browning
Regional Director for State Operations, Common Cause

Good morning. I'm James Browning. I am the Regional Director for State Operations for Common Cause. I'm here representing Wells Edelman. Madam Chair, as you know, since these resolutions were submitted for consideration by the shareholders, there has been an enormous change in the landscape of campaign finance and political disclosure. As I'm sure you know, last month, there was a major ruling in the U.S. Supreme Court, which further changed what's happening to our elections and the ability that big spenders, corporations have to influence elections and have access and influence to elected officials, and this was, of course, the McCutcheon decision. One of the really astonishing things that happened in this decision was a further narrowing of the definition of what Congress or any other legislative body can do to regulate campaign financing.

Essentially, they've come up with a new standard, which takes us back to the days of Theodore Roosevelt and the robber barons, saying that the only thing that can count as undue influence or corruption is an explicit quid pro quo between a donor spending money to influence a candidate or an election and a promise of a favor in return. We all know that's not the way things work in the real world. I'm sure you're also aware that since the last seismic decision on campaign finance, the Citizens United decision, many companies, including many energy companies, have moved to make their political spending more transparent, and that there will be further pressure and further scrutiny. I know these things exist in a continuum here.

I would want to point out that Duke Energy has also been a big supporter of ALEC to advance its agenda on fracking, solar, repealing renewable energy standards, and that ALEC doesn't disclose itself as a lobbyist. My question to you is, will you commit, given this new McCutcheon ruling, to reviewing the company's policies on political disclosure and try to be more transparent?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate those comments. We did have a shareholder proposal this year on political contributions, and we have a comprehensive response to that proposal in the proxy that I would refer you first to. The summary of that is that our contributions from our PAC are public. They're on our website. We believe that that disclosure at this point is adequate. Of course, as this issue continues to develop over time, we will continue to evaluate that. I'd refer you to the proxy for the specifics of our response on that particular item. Thank you.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number 10, please.

Kelly Martin
Senior Campaign Representative, Sierra Club

Thanks. Hello, good morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Kelly Martin
Senior Campaign Representative, Sierra Club

My name is Kelly Martin, and I work with the Sierra Club. I am also a shareholder, and I lead our efforts to transition from coal to clean energy in North Carolina and Florida. I have two questions for you this morning. I will just offer that while I come at this from a perspective of being concerned about climate change, I am a mother of three small children, and I seriously worry about the world that they will inherit. I also look at the economics of the changing electricity market. What I see is that the Asheville coal plant, as well as your Allen coal plant here near Charlotte, are some of the most expensive coal units in your fleet. I was thrilled to see that you are considering retiring the Asheville plant.

I would like to know how you will be transparent and engage the public in a community where there is large public opposition to continuing to burn coal for electricity, mainly because of the water pollution and because burning coal is the largest single contributor to climate change. My second question is, I also work in Florida, as I mentioned, what we see there is that there is your efforts on energy efficiency, which we see as the least cost way to meet some of your energy needs. They are dwarfed in comparison to the energy savings that you are achieving in North Carolina and in Ohio and other states within your service territory.

My second question is, how will you more deeply invest in energy efficiency to save customers money and help protect the environment and reduce the amount of fossil fuels that we need to burn in the first place in the state of Florida?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you, Kelly. If I can remember both of those questions. We'll be good? Okay. All right. Asheville. Okay, let's do Asheville. Asheville, an analysis of the plant will be a part of our process as we move through the near-term solution. As I'm sure you know, Kelly, when we make a decision to retire plants, it becomes a process with the NCUC, North Carolina Utilities Commission, which is an open process. There are opportunities for outside voices to present points of view, and that would certainly be my expectation as we move forward and think about that decision. That'll be something that we address in the months to come and look forward to discussions and ways that we can engage on the best way forward. Energy efficiency is an important part of what we see as our energy portfolio at Duke. There are some extraordinary numbers.

I saw a statistic that we have given to customers 46 million CFL light bulbs, which is like, hmm, that's a lot. Just here in the Carolinas, 46 million. We have saved, here in the Carolinas, 3 billion kilowatt hours over the last four years. You specifically asked me about Florida, and I know Florida also has a very robust energy efficiency program. Of late, we have been identifying fewer that meet an economic strain in Florida, and I'm sure that's what you're referring to in connection with some of our dockets. You should not take that to mean anything about us stepping away from energy efficiency. We continue to believe it's an important part of the energy solution, and I would welcome you also to join in the atrium today.

We have information about our energy efficiency programs and what it means to Duke and how we're supporting those programs as we go forward. We think it's extraordinarily important and part of the energy solution. Thank you for that question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number 11, please. Question number 12, please.

Sally Kneidel
Shareholder, Private Investor

Hi.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Sally Kneidel
Shareholder, Private Investor

My name is Sally Nidal. I came here from my daughter's house where I was helping her to take care of her newborn son, my first grandchild.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Congratulations.

Sally Kneidel
Shareholder, Private Investor

Thank you. It's a happy time. I'm here on his behalf. I'm terrified for his future. Your plan for 3% renewables is a direct threat to his safety and future. You all have families. I don't understand why you or Duke persist with fossil fuels and nuclear, the two most dangerous production methods possible because of climate change and because of nuclear waste. These methods are not dangerous just to the environment. I've heard several references to the environment. It's not the environment that I'm worried about so much. Although I am a biologist, I do care about mass extinction, but it's going to be much more than that. Climate change will lead to economic chaos, agricultural chaos, famine. Those are not environmental problems.

As I understand it, Duke is one of the biggest contributors to greenhouse gases in the U.S., biggest utility contributors to greenhouse gases in the U.S. My question is, why do you persist on a production program that focuses almost entirely on fossil fuels and nuclear with only 3% renewables? Also, why are you apparently blocking residential solar in Charlotte when there's so many people in Charlotte who would like to have residential solar?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I believe I've responded to the question around renewables. I thank you for the question and respect that point of view. We are on track to meet the renewable portfolio standard in the Carolinas, which would have us at over 12% in the early 2020s. I mentioned that we're one of the top utilities adopting solar, recognized in the top 10 in 2013. I do believe we've made important investments in renewables and will continue to make important investments in renewables. We have also worked very closely with the environmental community in South Carolina and have put forward what we believe is a very thoughtful bill to support solar development in South Carolina, and we'll have opportunities over time, perhaps, to engage in those types of discussions in North Carolina as well. We believe that renewables need to be a part of our future.

I would share with you one statistic, going back to the polar vortex, that may be helpful for you to put yourself in my shoes for a moment on providing reliable energy for this important community that we serve. The peak demand for power on January 7th was between 7:00 A.M. and 8:00 A.M. in the morning. At 7:00 A.M. to 8:00 A.M. in the morning, none of our solar facilities were available because the sun wasn't up. We had the highest demand that we had that day, and we needed to have coal, we needed to have gas, we needed to have hydro, we needed to have nuclear. Everything was operating that day in order for us to maintain the reliability that you count on us. We need to find balance. We think renewables are important. They need to be part of the portfolio.

We need to recognize that their operating characteristics are something that fit best in a portfolio, along with energy efficiency and demand response. That'll be our commitment to you as we go forward. Thank you for that question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number 13, please.

Donna Lisenby
Global Coal Campaign Coordinator, Waterkeeper Alliance

Hi, my name is Donna Lisenby.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Donna Lisenby
Global Coal Campaign Coordinator, Waterkeeper Alliance

I'm representing the shares of Tim Vanderin. I want to thank you for taking the time to take questions this morning, and I want to respond to this gentleman's challenge back here about environmentalists and Duke Energy working together to solve this coal ash problem we have. I want to go back a little bit in history, Duke Energy history. Ten years ago, I was the Catawba Riverkeeper here in Charlotte, North Carolina. Today, I am the Global Coal Campaign Coordinator for Waterkeeper Alliance, and I work with all these Riverkeepers that spoke previously. Ruth Shaw, your predecessor, agreed to come out on the Catawba River with me in a canoe and paddle the river and see it from a Riverkeeper's perspective before we engaged in Duke Energy relicensing.

Our Riverkeepers in North Carolina have investigated the coal ash pollution coming from your coal ash ponds into waterways across North Carolina. It includes things like arsenic, cadmium, chromium, lead, selenium, and thallium. The rat poison thallium that is so toxic it won't even be allowed to be in rat poison anymore, but you guys are putting it in the French Broad River. We care deeply about this land. My question for you is, will you honor Duke Energy tradition? Will you come out on the river with your North Carolina Riverkeepers? Will you see this problem from our perspective, engage in dialogue with us, and try and work together for solutions?

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate and respect that point of view, and I had a chance to talk to Donna before the meeting. I'm not a very good canoer, but we might have an opportunity with a life vest and a few things to join you. Let's have that conversation. I'm a little better in a kayak, but even then I manage to drench myself. I'm not very skilled in this. I appreciate you care a lot about the river, all of your colleagues do, and we care about the river. We operate in accordance with the permits that are specifically directed to safeguard the environment and health and safety, and that's our commitment to you. I think the stakeholder process to move forward is important. We want to engage with stakeholders.

We want to hear different points of view as we go forward and would ask for you to engage with us on this, what we believe to be a very thoughtful plan that we have put forward on how to go forward. I would welcome you to join us at the atrium afterwards. We have a specific kiosk on coal ash. Let's talk about how we might move forward. Let's talk about that, Donna, at the kiosk. Give us your information and contact, and let's find a way that we can engage.

Donna Lisenby
Global Coal Campaign Coordinator, Waterkeeper Alliance

Let's do.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Shall we shake hands?

Donna Lisenby
Global Coal Campaign Coordinator, Waterkeeper Alliance

I would like to.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Can I have my life vest in the river?

Donna Lisenby
Global Coal Campaign Coordinator, Waterkeeper Alliance

Yes, ma'am.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Yep. Okay. Very good. All right.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Number 14, please. Number 14? Number 15, please.

Beth Henry
Shareholder, Duke Energy

Good morning. Thank you for taking questions today and being so patient. I had planned, I kind of agree it doesn't make sense that we voted, because I wanted to comment on the objections to some of the directors, especially the Risk Management Committee.

I'm concerned about coal ash, but also about other foreseeable risks that I don't think the company is responding to quickly enough. Yesterday, 2 feet of rain fell in 2 days in Pensacola, Florida, and scientists are predicting more of that kind of rain here, 2 feet in 2 days. What would that do to all these coal ash lagoons? Also, we know the river temperatures are rising and will be rising to the point that y'all have already had to shut down coal and nuclear plants at times, and that's just going to become worse and worse. It surprises me that the company isn't moving more quickly to address these foreseeable risks. I suspect, and I fear that the reason is connected to this resolution about political spending.

My question is the company simply confident that if you have to pay more to clean up coal ash, or you have to pay for purchased power when you can't run the coal and nuclear plants because the river water is too hot, are you just confident that the political spending to elect legislators to get the right people appointed to the Utilities Commission and the Public Staff, that all of these costs you'll be able to impose on the ratepayers? My name's Beth Henry. I live here in Charlotte, and I'm a shareholder.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Beth, thank you for your question. What I would say to you is we run this company, this management team and this board. It's our responsibility to identify the risks and to operate these assets well. Duke has an extraordinary reputation in operating assets. The reliability of our fossil fleet, the reliability of our nuclear fleet, and the operations that we care so deeply about. We, of course, plan for flooding. We have planned for river temperatures. That is a science that we look at and appreciate every year. I have engineers that are devoted to this very activity. That risk assessment process and that management of our business is something that we are accountable for.

I have the pleasure to work with an engaged group of leaders and board members who care deeply about managing our business well and addressing the risks in this business. Thank you for that question.

Beth Henry
Shareholder, Duke Energy

Just a quick follow-up about you're accountable, I know, for when you've had to shut down plants because the cooling water is too hot. Those costs were all passed on to the ratepayers. We had to pay for the coal that was too hot that couldn't be burned, and then the ratepayers paid for the purchase power. It's not really accountable if all of those costs through the Utility Commission get passed on to the shareholders. It seems like you don't have enough incentive.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

What I would say to you is the notion that every cost that we spend gets passed to customers is not an accurate assessment of where we are. The Utility Commission is very thoughtful about looking at our cost of fuel, for example. If we have an outage that they believe has resulted from imprudent activity, we do not recover the purchase power. We do not recover the cost of the fuel. We've had this instance in a few occasions. We take it very seriously, and we monitor. I appreciate that question.

Ann Maynard Gray
Chairman of the Board, Duke Energy

Question number 16, please. Oh, I'm already here.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Anna Jane Joyner
Shareholder, Private Investor

Morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Anna Jane Joyner
Shareholder, Private Investor

Morning. My name is Anna Jane Joyner. I'm representing my father, Rick Joyner, who's a shareholder and a pastor here in the Charlotte area. I have two questions. One is I work in the environmental community, and I'm concerned about many of the things that the folks here today have spoken about. One thing that I'm concerned about that hasn't been mentioned today, is the reason I got started in this work, and that is that I grew up in the Appalachian Mountains in Wilkesboro, North Carolina, on an apple orchard on top of a ridge. My husband is from Eastern Kentucky, from a coal community that's been deeply impacted by mountaintop removal coal mining.

It just seems to me like this is a grievous terrible practice, literally chopping off the tops of mountains and throwing it over into the waterways, poisoning the communities who live beneath these mountains. I can't understand why Duke Energy would, being such an innovative, forward-thinking company, continue to purchase and source coal from that source. I'd love a commitment from you that you'll stop doing that. I think we have to stop doing that. Along the way, I've learned about a lot of things, and I've become very passionate about climate change. You mentioned earlier that it's a debate, but it's not a debate. 97% of scientists think that climate change is happening and that we're causing it's only going to get much worse if we don't do anything.

You're poised in a leadership position to be able to tackle one of the greatest challenges we've ever faced. I just want to hear about Duke Energy's plan to tackle climate change and how, when my children are my age, we'll be able to look back and see you as leaders and not as a part of the problem.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Very good. What was the first question? Mountaintop removal. Okay. All right. I appreciate that. We often have the mountaintop removal question. What I would say to you is our use of Central Appalachian Coal has declined significantly over time as we've introduced Illinois coal and other basins of coal to improve flexibility. We were also the first utility to put forward an RFP for Central Appalachian Coal that was not mountaintop mined, and we secured 1 million tons. We are constantly looking for additional flexibility to reduce our dependence on Central Appalachian Coal and do so in a way that continues to make sense for customers, because we do have an obligation to provide a low-cost solution on all of our procurement processes. We continue to look for ways to increase flexibility. I appreciate that.

On climate change, I think the statistic of our carbon emissions being down over 20% since 2005 is really one to be proud of. It's above what the reduction would have been if we had passed climate legislation back in 2008, 2009. That was a 17% reduction by 2020. We're at over 20% today. I do think Duke Energy is responsible. Here in the Carolinas, we have the benefit of a very important carbon-free source of generation called nuclear, which has been an important part of our energy source for a long while and puts us in a very good position for this period of low carbon. Thank you for that question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question 17, please.

George Friday
Shareholder, Private Investor

Okay. Morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Morning.

George Friday
Shareholder, Private Investor

I'm George Friday. I have a proxy with David Minnick. I'm going to give you a break. You don't have to respond to my comments because I don't have a question, just comments. You can go on to person 18. I wanted to just share my observations, and I appreciate that you've been patient and responsive to the folks who've spoken to you. Frankly, a lot of it, to me, comes off as disingenuous. This is no disrespect to you, Lynn, and much love to you, too, Brian. As a ratepayer first and a shareholder second, in many ways, much of what I've heard this morning doesn't sit well. I don't imagine that you have any malicious intent, Lynn. My thought was, well, we just have different perspectives in the world.

What I mean by that, Lynn, is when you say we at Duke Power care about the environment and care about climate change, and we take this seriously, I think the kind of "we" you're describing is the kind of "we" that regularly gets million-dollar bonuses on a yearly basis. I don't come from a community or people who get million-dollar bonuses on a regular basis. When costs, like the cost of cleaning up a coal ash spill or the cost of making a mistake in terms of the cycles of when energy is available and you have to buy energy, when those costs get passed on to ratepayers, I'm among those ratepayers for whom $20 a month to clean up the coal ash spill is significant.

I think the "we" you talk about is different than the "we" I come from and the "we" I care about. Doesn't mean we're not in the same boat. I'm a native North Carolinian. I love this state. I trust that you and the other board members, the other shareholders in the room, have deep admiration for our state or the state that you live in. I also invite you and the board and our shareholders here in the room to consider on a regular basis, maybe not every day, it might be too much a challenge.

Sometimes when you're brushing your teeth or drying your hair in the morning, take two or three minutes and imagine how are our policies and our practices affecting the least among us, the people at the bottom 12%-20%, Lynn, the poorest people in our communities, in our state, in this country. How are policies that will increase their risk for their safety and for their pocketbooks and our economic health at risk? Don't have to respond to feel like.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

No, I want to respond

George Friday
Shareholder, Private Investor

I care about you. I appreciate what you're saying, George, when it doesn't mean much because it's not that genuine, but that's all right. You're sincere. You've done your work very well.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

No, I respect where you are. What I would say to you is I grew up in a humble background. I grew up with parents who, my father was a school teacher, and my mother stayed home for a period of time with us. I understand what it means when there's only so much money left in the week to do whatever needs to be done. That's not where I am today, and you appreciate that, and I appreciate that we're in a different place, perhaps at this point. I hear a lot from customers about the challenge of balancing energy costs with housing and food and transportation and all of the other things. We do care about that. We, Lynn, cares about it. We're trying to be as productive as we can.

We offer energy efficiency programs because I know using energy is something, and using it wisely is something that you care about. We fund programs like Share the Warmth that are intended to provide assistance to our community. It goes through Crisis Assistance Ministry here in Charlotte, and we have a booth here today to talk about how customers can use energy wisely and what some of those programs are. I recognize that many of our customers are in a situation where they have a number of things to balance. Although your situation and mine are different at this moment, I do respect that. I respect you standing in the aisle and telling me about it, and I hope that there's a program that we could offer that would help when help is needed. Thank you.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

We have time for two more questions. Before those of you with high numbers get discouraged, let me again remind you that we've got a number of information booths out in the atrium area. We also have a number of subject matter experts, and we'll also have members of our senior management team that will be in the atrium. If you'll please see one of the hosts or see Paige or me after the meeting, we'll certainly be glad to get you paired up with the appropriate subject matter expert or senior-level manager to address your questions. With that, question number 18.

Gus Presley
Shareholder, Private Investor

Good morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Gus Presley
Shareholder, Private Investor

My name is Gus Presley, I'm here as a shareholder, also as an owner of two all-electric homes also as a father and a grandfather. I'm concerned in all of those areas. I'm a shareholder because I believe if you want to see solutions, try to be part of the solution rather than part of the problem. I see a tremendous opportunity here for you as our new leader. Four changes in the past year since our last meeting here, I think, are significant and create a wonderful opportunity for this company to renew itself and become a leader in renewables. What are those changes? We've heard a lot about coal ash. Well, coal ash and other factors are going to drive the cost of coal energy up. I don't think that's undeniable.

Number 2, the cost of renewables is dropping dramatically, and will continue to do so. Number 3, there's a new U.S. Supreme Court ruling that says we have to deal with interstate pollution. Number 4, there's no denying that there is carbon pollution from our cleaner, quote unquote, "natural gas burning" and that has to be dealt with also. I want to encourage you to become a leader in renewables, a greater leader. Particularly, coastal wind hasn't been mentioned here today. It's not rocket science, yet it's not in our plan. Europe has 6,500 megawatts in production now as we speak. China has a plan for 30 gigawatts by 2020. Maine and Virginia are building, going to install before us. We don't even have it on our plan.

What can you do as our leader to become a visionary for us to systematically, just one more sentence, systematically revise our IRP with more aggressive numbers. In fact, shoot for 20% renewables rather than just meeting the minimum. In fact, support increased renewable energy portfolio standards for our state, become a national leader, support third-party sales for solar. Let's become aggressive.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate those comments. I think we've had a good discussion today about renewables and Duke's support for renewable energy. We did experiment a couple of years ago with offshore wind, and it just economically wasn't there at that point. Your point about other forms of renewables coming down in price and being competitive is certainly an important one and one that we believe as well. We'll continue to support renewables and see them to be an increasing part of our portfolio as we go forward. Thank you for that question.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Question number 19. Number 19.

Marguerite Young
Assistant Director, Climate and Environmental Justice Program, SEIU

Good morning.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Good morning.

Marguerite Young
Assistant Director, Climate and Environmental Justice Program, SEIU

My name is Marguerite Young. I am representing the SEIU General Fund and the Marco Consulting Group. My first question is to ask whether you will make available the preliminary vote totals for both the board votes and the proposals. My second question is related to the issue of board oversight, specifically the regulatory and policy committee and its formulation and perspective going forward in terms of reviewing environmental risk. I understand over the last year and the response that you made to our letter and in your posted response that the committee spent a great deal of time dealing with the Progress Energy merger and the ensuing work on that. Clearly we have seen the environmental liabilities and the environmental risks, some of those, in our view, preventable and foreseen, and not necessarily accidents, that the board needs to step up.

We believe that boards all over the country need to step up on the issue of climate risk in a much more visible way, and that the Duke board losing Philip Sharp, now there is a gap, and we would like to see very much environmental credentials represented on the board. Thank you.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate those comments. The board has been engaged in review of environmental risk and risk broadly around our assets for some time. I would invite you to look at our public disclosures and our 10-K and other SEC documents, where there is a very comprehensive discussion of risks that we believe exist in our business and how we approach those. I appreciate your question. Julie, on the notion of disclosing more specifics on votes, if you could handle that question, please.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Certainly. The final vote results will be filed next week with our final Inspector of Election report.

Speaker 25

Very simple. Our board will maintain results.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I'm sorry. I believe this shareholder had a follow-up. Just a moment.

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Yeah.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you. Yeah. I may need my readers. I think I do need my readers. Can you record this?

Julie Janson
EVP, Chief Legal Officer, and Corporate Secretary, Duke Energy

Yeah, sure.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

In fact, Julie, should I say?

Marguerite Young
Assistant Director, Climate and Environmental Justice Program, SEIU

No.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Julie just turned 50 within a month or so ago. I'm sorry. I can say it because I'm over 50. Welcome. I can continue if you can hold me.

Nancy Wright
Associate General Counsel, Duke Energy

Mr. Bernhardt, 93.86%. Mr. Browning, 96.32%. Mr. DeLoach, 95.64%. Mr. DiMicco, 97.44%. Mr. Forsgren, 97.55%. Ms. Good, 97.71%. Ms. Gray, 91.03%. Mr. Hance, 95.05%. Mr. Herron, 97.7%. Mr. Hyler, 94.58%. Mr. Kennard, 97.96%. Ms. McKee, 96.79%. Mr. Rench, 97.50%. Dr. Rhodes, 94.71%. Mr. Saladrigas, 85.00%.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Overwhelming support.

George Friday
Shareholder, Private Investor

Chair, could you go back to the proposal slide.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Oh, I'm sorry. Proposals? Shall we continue?

Nancy Wright
Associate General Counsel, Duke Energy

Proposal number five, 59.22%. Proposal number six, 42.54%.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Yeah. As I said, unfortunately, we're out of time for the Q&A session. We strongly encourage anyone that has questions, if you have a number and we didn't get to you, or you have a question as a result of the meeting today, we'd certainly like to engage with you. We invite you to the atrium area, to the information booth. Please see any of the folks with the Duke badge that indicates they're a host, and they'll get you paired up with a subject matter expert or one of our senior managers for you to ask your question and address your concerns. We very much thank you for your respectful participation in the Q&A session. With that, Lynn, I'll turn it over to you to close the meeting.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

Thank you.

Tim Pettit
Senior VP and Chief of Staff, Duke Energy

Thank you.

Lynn Good
Vice Chairman, President, and CEO, Duke Energy

I appreciate all the shareholders who still have numbers. There will be members of senior management in the atrium. There are also kiosks around coal, nuclear, energy efficiency, customer, and a variety of topics that I hope will be important for you to engage and understand more about the company. I appreciate the great attendance today and the interest in Duke. I appreciate your investment in Duke Energy. Thanks so much. Thanks for being here.