New York, November 30, 2012 -- The settlement agreement filed yesterday by Duke Energy Corporation (Duke, Baa2 senior unsecured, stable), the North Carolina Utilities Commission (NCUC) Staff, and the NCUC Public Staff increases the succession uncertainty facing the company by agreeing to an expedited and finite timeframe for the replacement of the company's Chief Executive Officer, Jim Rogers. Rogers, one of the longest serving CEO's in the industry who oversaw two previous utility mergers, will step down at the end of his current contract on December 31, 2013. The Duke Board of Directors will use its best efforts to appoint an new CEO by July 1, 2013, but will in any event do so no later than December 31, 2013. A search for Rogers' replacement is already underway. The settlement also provides for other management changes, including the employment of a new General Counsel, as well as a change in the senior manager of Duke's Regulated Utilities businesses from a legacy Duke executive to a legacy Progress Energy, Inc. (Progress, Baa2 senior unsecured, stable outlook) executive.

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The succession timetable and other management changes agreed to as part of the settlement adds to the level of regulatory uncertainty facing Duke in 2013, as the company strives to achieve full merger integration and generate expected synergies, while also trying to resolve issues related to the long-shuttered Crystal River 3 nuclear plant in Florida, the delayed Edwardsport IGCC plant in Indiana, and rate cases at both of its North Carolina utility subsidiaries. A search for a new CEO while all of these issues are pending increases the company's overall business risk while also raising questions about the future strategic direction of the entire Duke organization.

In addition to a new CEO, Duke also agreed to add two new Directors to a Board that had been depleted by the resignations of two former Progress directors following the replacement of designated CEO Bill Johnson with Rogers in July. The extent of the management and governance changes agreed to by Duke as part of the settlement demonstrates the seriousness with which the NCUC, the Staff, and the Public Staff viewed the unexpected CEO change that occurred at the closing of the Duke-Progress merger. The management and governance decisions called for in the settlement are typically left to utility Boards and have not been traditionally under the purview of state utility regulatory commissions. However, in this case, Duke will issue a statement acknowledging that its activities have fallen short of the NCUC's understanding of Duke's obligations under its regulatory compact that frame the duties for a regulated utility in North Carolina.

We believe the level of concern expressed by the NCUC and related parties with regard to the CEO change has increased regulatory risk in North Carolina at a time when both Progress Energy Carolinas, LLC (A3 senior unsecured, stable outlook) and Duke Energy Carolinas, Inc. (A3 senior unsecured, stable outlook) are proceeding with rate cases. In October, Progress Energy Carolinas filed for a base rate increase of $387 million, or an average 12% increase in revenues, based on an 11.25% return on equity. This rate case also includes a decrease in the company's energy efficiency and demand side management rider, resulting in a net requested increase of $359 million, or an 11% increase in revenues. Duke Energy Carolinas, after discussions with the NCUC staff and as part of the settlement agreement, will defer filing of its planned rate case until February 2013 from the fourth quarter of 2012.

A key part of Duke's rationale in agreeing to the settlement is to put the merger related matters behind them so that both of its North Carolina rate cases could proceed without the distraction of protracted hearings, testimony, and other merger related proceedings. We have historically viewed the North Carolina utility regulatory environment as relatively credit supportive, although the outcome of the current rate cases will an important indicator as to whether this regulatory environment has been negatively affected by developments associated with the merger. As the two largest utilities in the Duke system, the outcomes of these rate cases will be also important not only in the maintenance of their current A3 ratings and stable outlooks, but also with regard to the parent company Duke's Baa2 rating and stable outlook.

Duke Energy Corporation is a holding company for regulated utilities Duke Energy Carolinas, LLC, Duke Energy Ohio, Inc., Duke Energy Indiana, Inc. and Duke Energy Kentucky, Inc., as well as international business activities in Central and South America. Progress Energy, Inc. is an intermediate holding company of Duke Energy and a holding company for Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc., and Florida Power Corporation d/b/a Progress Energy Florida, Inc.Duke Energy is headquartered in Charlotte, North Carolina.

The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in August 2009. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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Michael G. Haggarty Senior Vice President Infrastructure Finance Group Moody'sInvestors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653William L. Hess MD - Utilities Infrastructure Finance Group JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 Releasing Office: Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007 U.S.A. JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653(C) 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

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