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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ------- to -------
Commission file number 1-4928
DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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North Carolina 56-0205520
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
526 South Church Street, Charlotte, North Carolina 28202-1904
(Address of principal executive offices) (Zip Code)
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704-594-6200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which registered
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Common Stock, without par value New York Stock Exchange, Inc.
6.375% Preferred Stock A, 1993 Series, par value $25 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 5 7/8% Due 2001 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 5 7/8% Series C Due 2003 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 6 1/4% Series B Due 2004 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 6 3/8% Due 2008 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 6 5/8% Series B Due 2003 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 6 3/4% Due 2025 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 6 7/8% Series B Due 2023 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 7% Due 2000 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 7% Series B Due 2000 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 7% Due 2033 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 7 1/2% Series B Due 2025 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 7 7/8% Due 2024 New York Stock Exchange, Inc.
First and Refunding Mortgage Bonds, 8% Series B Due 1999 New York Stock Exchange, Inc.
7.20% Quarterly Income Preferred Securities issued by Duke Energy
Capital Trust I and guaranteed by Duke Energy Corporation New York Stock Exchange, Inc.
Preference Stock Purchase Rights New York Stock Exchange, Inc.
Series C 6.60% Senior Notes Due 2038 New York Stock Exchange, Inc.
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Securities registered pursuant to Section 12(g) of the Act:
Title of class
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Preferred Stock, par value $100
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Estimated aggregate market value of the voting stock held by nonaffiliates of
the registrant at February 26, 1999..............................$20,121,000,000
Number of shares of Common Stock, without par value, outstanding at
February 26, 1999....................................................363,472,398
Documents incorporated by reference:
The registrant is incorporating herein by reference certain sections of
the proxy statement relating to the 1999 annual meeting of shareholders to
provide information required by Part III, Items 10, 11, 12 and 13 of this
annual report.
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DUKE ENERGY CORPORATION
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998
TABLE OF CONTENTS
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Item Page
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PART I.
1. Business ...................................................................... 1
General ....................................................................... 1
Electric Operations ........................................................... 3
Natural Gas Transmission ...................................................... 6
Field Services ................................................................ 9
Trading and Marketing ......................................................... 10
Global Asset Development ...................................................... 11
Other Energy Services ......................................................... 13
Real Estate Operations ........................................................ 13
Environmental Matters ......................................................... 13
Foreign Operations and Export Sales ........................................... 14
Employees ..................................................................... 14
Operating Statistics .......................................................... 15
Executive Officers of Duke Energy ............................................. 16
2. Properties .................................................................... 16
3. Legal Proceedings ............................................................. 18
4. Submission of Matters to a Vote of Security Holders ........................... 18
PART II.
5. Market for Registrant's Common Equity and Related Stockholder Matters ......... 18
6. Selected Financial Data ....................................................... 19
7. Management's Discussion and Analysis of Results of Operations and Financial
Condition .................................................................. 19
7A. Quantitative and Qualitative Disclosures About Market Risk .................... 33
8. Financial Statements and Supplementary Data ................................... 34
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ................................................................. 71
PART III.
10. Directors and Executive Officers of the Registrant ............................ 71
11. Executive Compensation ........................................................ 71
12. Security Ownership of Certain Beneficial Owners and Management ................ 71
13. Certain Relationships and Related Transactions ................................ 71
PART IV.
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .............. 72
Signatures ....................................................................... 73
Exhibit Index .................................................................... 74
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
From time to time, Duke Energy may make statements regarding its
assumptions, projections, expectations, intentions or beliefs about future
events. These statements are intended as "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. Duke Energy cautions that
assumptions, projections, expectations, intentions or beliefs about future
events may and often do vary from actual results, and the differences between
assumptions, projections, expectations, intentions or beliefs and actual
results can be material. Accordingly, there can be no assurance that the actual
results will not differ materially from those expressed or implied by the
forward-looking statements. For a discussion of some factors that could cause
actual achievements and events to differ materially from those expressed or
implied in such forward-looking statements, see "Management's Discussion and
Analysis of Results of Operations and Financial Condition, Current Issues --
Forward-Looking Statements."
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PART I.
Item 1. Business.
GENERAL
Duke Energy Corporation (collectively with its subsidiaries, "Duke
Energy") is an integrated energy and energy services provider with the ability
to offer physical delivery and management of both electricity and natural gas
throughout the United States and abroad. Duke Energy provides these and other
services through seven business segments:
o Electric Operations
o Natural Gas Transmission
o Field Services
o Trading and Marketing
o Global Asset Development
o Other Energy Services
o Real Estate Operations
These segments were defined as a result of Duke Energy adopting Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."
Electric Operations generates, transmits, distributes and sells electric
energy in central and western North Carolina and the western portion of South
Carolina (doing business as Duke Power or Nantahala Power and Light). These
electric operations are subject to the rules and regulations of the Federal
Energy Regulatory Commission (FERC), the North Carolina Utilities Commission
(NCUC) and the Public Service Commission of South Carolina (PSCSC).
Natural Gas Transmission, through its Northeast Pipelines, provides
interstate transportation and storage of natural gas for customers primarily in
the Mid-Atlantic and New England states. Until the expected sale of the Midwest
Pipelines in early 1999, Natural Gas Transmission also provides interstate
transportation and storage services in the Midwest states. See further
discussion of the proposed sale of the Midwest Pipelines in Note 14 to the
Consolidated Financial Statements. The interstate natural gas transmission and
storage operations are also subject to the rules and regulations of the FERC.
Field Services gathers, processes, transports and markets natural gas and
produces and markets natural gas liquids (NGL). Field Services operates
gathering systems in ten states that serve major gas-producing regions in the
Rocky Mountain, Permian Basin, Mid-Continent and Gulf Coast areas.
Trading and Marketing markets natural gas, electricity and other
energy-related products across North America. Duke Energy owns a 60% interest
in Trading and Marketing's operations, with Mobil Corporation owning a 40%
minority interest.
Global Asset Development develops, owns and operates energy-related
facilities worldwide. Global Asset Development conducts its operations
primarily through Duke Energy Power Services, LLC (Duke Energy Power Services)
and Duke Energy International, LLC (Duke Energy International).
Other Energy Services provides engineering, consulting, construction and
integrated energy solutions worldwide, primarily through Duke Engineering &
Services, Inc. (Duke Engineering & Services), Duke/Fluor Daniel and
DukeSolutions, Inc. (DukeSolutions).
Real Estate Operations conducts its business through Crescent Resources,
Inc., which develops high quality commercial and residential real estate
projects and manages forest holdings in the southeastern United States.
The 1997 merger of Duke Power Company (Duke Power) and PanEnergy Corp (Pan
Energy) was accounted for as a pooling of interests; therefore all financial
information included in this annual report for periods prior to the merger
include the combined historical financial results of Duke Power and PanEnergy.
(See Note 2 to the Consolidated Financial Statements.)
Certain terms used to describe Duke Energy's business are explained below.
Base Load. The minimum amount of electric power or natural gas delivered or
required over a given period of time at a steady rate. The minimum continuous
load or demand in a power system over a given period of time usually not
temperature sensitive.
British Thermal Unit (Btu). A standard unit for measuring thermal energy or
heat commonly used as a gauge for the energy content of natural gas and other
fuels.
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Brownfield Development. The development of a new power generating facility on a
site with existing industrial assets, typically power generating assets.
Cogeneration Facility. A facility that produces electric energy and useful
thermal energy for industrial, commercial, heating or cooling purposes.
Combined Cycle. The combination of one or more gas turbines and steam turbines
in an electric generation plant. An electric generating technology in which
electricity is produced from otherwise lost waste heat exiting from one or more
gas turbines.
Cubic Foot (cf). The most common unit of measurement of gas volume; the amount
of natural gas required to fill a volume of one cubic foot under stated
conditions of temperature, pressure and water vapor.
Distribution. The system of lines, transformers and switches that connect the
electric transmission system to customers.
Federal Energy Regulatory Commission (FERC). The agency that regulates the
transportation of electricity and natural gas in interstate commerce and
authorizes the buying and selling of energy commodities at market-based rates.
Gathering System. Pipeline, processing and related facilities that access
production and other sources of natural gas supplies for delivery to mainline
transmission systems.
Generation. The process of transforming other forms of energy, such as nuclear
or fossil fuels, into electricity. Also, the amount of electric energy
produced, expressed in megawatt-hours.
Greenfield Development. The development of a new power generating facility.
Independent System Operator (ISO). Ensures non-discriminatory access to a
regional transmission system, providing all customers access to the power
exchange and clearing all bilateral contract requests for use of the electric
transmission system. Also responsible for maintaining bulk electric system
reliability.
Jurisdictional. Facilities and activities subject to the primary regulatory
oversight of FERC or state regulatory agencies.
Liquefied Natural Gas (LNG). Natural gas that has been converted to a liquid by
cooling it to -260 degrees Fahrenheit.
Merchant Plant. A power plant that sells directly to wholesale customers
without its output necessarily being committed to long-term power sales
agreements.
Natural Gas. A naturally occurring mixture of hydrocarbon and non-hydrocarbon
gases found in porous geological formations beneath the earth's surface, often
in association with petroleum. The principal constituent is methane.
Natural Gas Liquids (NGLs). Liquid hydrocarbons extracted during the processing
of natural gas. Principal commercial NGLs include butanes, propane, natural
gasoline and ethane.
Natural Gas/Power Marketer. An entity which buys and sells a commodity or
commodities at either fixed or index prices. More sophisticated
trader/marketing entities also provide comprehensive energy management
services, such as capacity, supply, storage and price risk management.
Peak Load. The amount of electricity required during periods of highest demand.
Peak periods fluctuate by season, generally occurring in the morning hours in
winter and in late afternoon during the summer.
Throughput. The amount of natural gas transported through a pipeline system.
Transmission System (Electric). An interconnected group of electric
transmission lines and related equipment for moving or transferring electric
energy in bulk between points of supply and points at which it is transformed
for delivery over a distribution system to customers, or for delivery to other
electric transmission systems.
Transmission System (Natural Gas). An interconnected group of natural gas
pipelines and associated facilities for transporting natural gas in bulk
between points of supply and delivery points to industrial customers, local
distribution companies, or for delivery to other natural gas transmission
systems.
A discussion of the current business and operations of each of Duke
Energy's segments follows. Duke Energy expects moderate growth in its Electric
Operations segment, consistent with historical trends. The Northeast Pipelines
are an essential part of Natural Gas Transmission's strategy to advance
projects that provide expanded services to meet the specific needs of
customers. The proposed sale of the Midwest Pipelines allows Natural Gas
Transmission to focus on regions, such as the northeastern U.S., with
increasing demand for gas. Duke Energy plans to significantly grow several of
its other business
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segments: Field Services, Trading and Marketing, Global Asset Development and
Other Energy Services. For further discussion of the operating outlook of Duke
Energy and its segments, see "Management's Discussion and Analysis of Results
of Operations and Financial Condition, Current Issues -- Operations Outlook."
For financial information concerning Duke Energy's business segments, see Note
3 to the Consolidated Financial Statements, "Business Segments."
Duke Energy is a North Carolina corporation with its principal executive
offices located at 526 South Church Street, Charlotte, NC 28202-1904. The
telephone number is 704-594-6200.
ELECTRIC OPERATIONS
Service Area and Customers
Electric Operations' service area, approximately two-thirds of which lies
in North Carolina, covers about 22,000 square miles with an estimated
population of 5.2 million and includes a number of cities, of which the largest
are Charlotte, Greensboro, Winston-Salem and Durham in North Carolina and
Greenville and Spartanburg in South Carolina. Electric Operations supplies
electric service directly to approximately two million residential, commercial
and industrial customers in more than 200 cities, towns and unincorporated
communities. Electricity is sold at wholesale to incorporated municipalities
and to several public and private utilities. In addition, sales are made
through contractual agreements to municipal or cooperative customers who
purchased portions of the Catawba Nuclear Station. For statistics related to
gigawatt-hour sales by customer type, see "Business, Operating Statistics." For
further discussion of the Catawba Nuclear Station joint ownership, see Note 5
to the Consolidated Financial Statements, "Joint Ownership of Generating
Facilities."
Electric Operations' service area is undergoing increasingly diversified
industrial development. The textile industry, machinery and equipment
manufacturing, and chemical and chemical-related industries are of major
significance to the economy of the area. Other industrial activities include
rubber and plastic products, paper and allied products, and various other light
and heavy manufacturing and service businesses. The largest industry served is
the textile industry, which accounted for approximately $456 million of
Electric Operations' revenues for 1998, representing 10% of total electric
revenues and 37% of industrial revenues. Electric Operations normally
experiences seasonal peak loads in summer and winter.
(A map appears here depicting Duke Energy's 100kV Electric Lines, 230kV Electric
Lines, 500kV Electric Lines, Nuclear Facilities, Fossil Facilities, Hydro
Facilities, and Combustion Turbine Facilities)
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Capability and Resources of Energy
Electric energy required to supply the needs of Electric Operations'
customers is primarily generated by three nuclear generating stations with a
combined net capability of 5,020 MW (Oconee Nuclear Station -- 2,538 MW,
McGuire Nuclear Station -- 2,200 MW and Catawba Nuclear Station -- 282 MW,
which represents Electric Operations' 12.5% ownership share in the Catawba
Nuclear Station), eight coal-fired stations with a combined capability of 7,699
MW, thirty-one hydroelectric stations with a combined capability of 2,797 MW
and six combustion turbine stations with a combined capability of 1,784 MW.
Energy and capacity are also supplied through contracts with other generators
of electricity and purchased on the open market. Electric Operations has
interconnections and arrangements with its neighboring utilities, which are
considered adequate for planning, emergency assistance, exchange of capacity
and energy and reliability of power supply. Future increased energy
requirements of Electric Operations' customers are expected to be supplied
through purchased power contracts and open market purchases. For statistics
regarding sources of electric energy see "Business, Operating Statistics."
Fuel Supply
Electric Operations presently relies principally on coal and nuclear fuel
for the generation of electric energy. Electric Operations' reliance on oil and
gas is minimal. Information regarding the utilization of sources of power and
cost of fuels for each of the three years in the period ended December 31, 1998
is set forth in the following table:
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Cost of Fuel per Net
Generation by Source Kilowatt-hour Generated
(Percent) (d) (Cents)
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1998 1997 1996 1998 1997 1996
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Coal .......................................... 50.7 59.0 53.6 1.32 1.30 1.40
Nuclear (a) ................................... 46.2 38.5 43.7 0.44 0.48 0.53
Oil and gas (b) ............................... 1.0 .4 .3 4.01 5.58 6.74
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All fuels (cost based on weighted average) (a) 97.9 97.9 97.6 0.93 0.99 1.02
Hydroelectric (c) ............................. 2.1 2.1 2.4
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100.0 100.0 100.0
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(a) Statistics related to nuclear generation and all fuels reflect Electric
Operations' 12.5% ownership interest in the Catawba Nuclear Station.
(b) Cost statistics include amounts for light-off fuel at Electric Operations'
coal-fired stations.
(c) Generating figures are net of output required to replenish pumped storage
units during off-peak periods.
(d) Years prior to 1998 have been restated to include Nantahala Power and
Light.
Coal. Electric Operations obtains a large amount of its coal under supply
contracts with mining operators utilizing both underground and surface mining.
Electric Operations currently has an adequate supply of coal. Its supply
contracts, all of which have price adjustment provisions, have expiration dates
ranging from 1999 to 2003. Duke Energy believes that it will be able to renew
such contracts as they expire or to enter into similar contractual arrangements
with other coal suppliers for the quantities and qualities of coal required.
The coal purchased under these supply contracts is produced from mines located
in eastern Kentucky, southern West Virginia and southwestern Virginia. Coal
requirements not met by supply contracts have been and are expected to be
fulfilled with spot market purchases.
The average sulfur content of coal being purchased by Electric Operations
is approximately 1%. Such coal satisfies the current emission limitation for
sulfur dioxide for existing facilities. See also "Management's Discussion and
Analysis of Results of Operations and Financial Condition, Current Issues --
Environmental, Air Quality Control" for additional information regarding
particulate matter.
Nuclear. Generally, the supply of fuel for nuclear generating units
involves the mining and milling of uranium ore to produce uranium concentrates,
the conversion of uranium concentrates to uranium hexafluoride, enrichment of
that gas and fabrication of the enriched uranium hexafluoride into usable fuel
assemblies. After a region (approximately one-third of the nuclear fuel
assemblies in the reactor at any time) of spent fuel is removed from a nuclear
reactor, it is placed in temporary storage for cooling in a spent fuel pool at
the nuclear station site. Electric Operations has contracted for uranium
materials and services required to fuel the Oconee, McGuire and Catawba Nuclear
Stations. Based upon current projections, these contracts will meet Electric
Operations' requirements through the following years:
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Uranium Conversion Enrichment Fabrication
Nuclear Station Material Service Service Service
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Oconee .............. 1999 1999 2001 2006
McGuire ............. 1999 1999 2001 2009
Catawba ............. 1999 1999 2001 2009
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Uranium material requirements will be met through various supplier
contracts, with uranium material produced primarily in the United States and
Canada. Duke Energy believes that it will be able to renew contracts as they
expire or to enter into similar contractual arrangements with other suppliers
of nuclear fuel materials and services. Requirements not met by long-term
supply contracts have been and are expected to be fulfilled with uranium spot
market purchases. Duke Energy, in cooperation with other companies, submitted a
proposal to the Department of Energy (DOE) to use mixed oxide fuel at its
McGuire and Catawba nuclear stations. The mixed oxide fuel is very similar to
conventional uranium fuel, but it utilizes plutonium from the government's
surplus. Before using the mixed oxide fuel, a contract must be executed with
the DOE and Duke Energy must apply for and receive amendments to their
respective facility operating licenses from the Nuclear Regulatory Commission
(NRC). Mixed oxide is currently not expected to be available prior to 2007.
Under provisions of the Nuclear Waste Policy Act of 1982, Duke Energy has
entered into contracts with the DOE for the disposal of spent nuclear fuel. The
DOE failed to begin accepting the spent nuclear fuel on January 31, 1998, the
date provided by the Nuclear Waste Policy Act and by Duke Energy's contract
with the DOE. On June 8, 1998, Duke Energy filed with the United States Court
of Federal Claims a claim against the DOE for damages in excess of $1 billion
arising out of the DOE's failure to begin accepting commercial spent nuclear
fuel by January 31, 1998. Damages claimed in the suit are intended to recover
costs that Duke Energy is incurring and will continue to incur as a result of
the DOE's partial material breach of its contract with Duke Energy, including
costs associated with securing additional spent fuel storage capacity. Duke
Energy will continue to safely manage its spent nuclear fuel until the DOE
accepts it.
Competition
Electric industry restructuring is being addressed in all 50 states and in
the District of Columbia which is resulting in changes in the industry. For
further discussion, see "Management's Discussion and Analysis of Results of
Operations and Financial Condition, Current Issues -- Electric Competition."
Electric Operations is subject to competition in some areas from
government-owned power systems, municipally-owned electric systems, rural
electric cooperatives and, in certain instances, other private utilities.
Currently, statutes in North Carolina and South Carolina provide for the
assignment by the NCUC and the PSCSC, respectively, of all areas outside
municipalities in such States to regulated electric utilities and rural
electric cooperatives. Substantially all of the territory comprising the
Electric Operations' service area has been so assigned. The remaining areas
have been designated as unassigned and in such areas Electric Operations
remains subject to competition. A decision of the North Carolina Supreme Court
limits, in some instances, the right of North Carolina municipalities to serve
customers outside their corporate limits. In South Carolina there continues to
be competition between municipalities and other electric suppliers outside the
corporate limits of the municipalities, subject, however, to the regulation of
the PSCSC. In addition, Electric Operations is engaged in continuing
competition with various natural gas providers.
Regulation
The NCUC and the PSCSC approve rates for retail electric sales within
their respective states. The FERC approves Electric Operations' rates for
electric sales to wholesale customers. For further discussion of rate matters
and fuel and purchased power cost adjustment procedures, see Note 4 to the
Consolidated Financial Statements, "Regulatory Matters -- Electric Operations."
The FERC, the NCUC and the PSCSC also have authority over the construction and
operation of Electric Operations' facilities. Electric Operations holds
certificates of public convenience and necessity issued by the FERC, the NCUC
and the PSCSC, authorizing it to construct and operate the electric facilities
now in operation for which certificates are required, and to sell electricity
to retail and wholesale customers. Prior approval from the NCUC and the PSCSC
is required to issue securities.
The NCUC, PSCSC and FERC have implemented regulations governing access to
regulated electric customer data by non-regulated entities and services
provided between regulated and non-regulated affiliated entities. These
regulations affect the activities of Trading and Marketing, Global Asset
Development, and Other Energy Services with the Electric Operations segment.
The Energy Policy Act of 1992 (EPACT) and the FERC's subsequent rulemaking
activities permit the FERC to order transmission access for third parties to
transmission facilities owned by another entity. EPACT does not, however,
permit
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the FERC to issue orders requiring transmission access to retail customers. The
FERC has issued orders for third-party transmission service and a number of
rules of general applicability, including Orders 888 and 889. Pursuant to the
FERC's final rules, Electric Operations obtained from the FERC open-access rule
the rights to sell capacity and energy at market-based rates from its own
assets. For further discussion, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition, Current Issues -- Electric
Competition."
The Electric Operations segment is subject to the jurisdiction of the NRC
as to the design, construction and operation of its nuclear stations. For
discussions of nuclear decommissioning costs and nuclear insurance regulatory
requirements and coverages, see Note 11 to the Consolidated Financial
Statements, "Nuclear Decommissioning Costs" and Note 14 to the Consolidated
Financial Statements, "Commitments and Contingencies -- Nuclear Insurance,"
respectively.
The hydroelectric generating facilities of Electric Operations are
licensed by the FERC under Part I of the Federal Power Act, with license terms
expiring from 2001 to 2036. The nuclear generating facilities of Electric
Operations are licensed by the NRC with license terms expiring from 2013 to
2026. The FERC has authority to grant extensions of hydroelectric generating
licenses, and the NRC has authority to grant extensions of nuclear generating
licenses. Duke Energy has applied for a 20-year renewal of its operating
license for the Oconee Nuclear Station. The license renewal process could take
three to five years to complete.
The Electric Operations segment is subject to the jurisdiction of the
Environmental Protection Agency (EPA) and state environmental agencies. For a
discussion of environmental regulation, see "Business, Environmental Matters."
NATURAL GAS TRANSMISSION
Natural Gas Transmission consists of the Northeast Pipelines, which
includes Texas Eastern Transmission Corporation (TETCO) and Algonquin Gas
Transmission Company (Algonquin), and the Midwest Pipelines, which includes
Panhandle Eastern Pipe Line Company (PEPL) and Trunkline Gas Company
(Trunkline). PEPL and Trunkline, along with additional storage related to those
systems, are expected to be sold to CMS Energy Corporation in early 1999. See
further discussion of the sale in "Management's Discussion and Analysis of
Results of Operations and Financial Condition, Liquidity and Capital
Resources."
For 1998, consolidated natural gas deliveries by Natural Gas
Transmission's interstate pipelines totaled 2,593 TBtu (Trillion British
thermal units), compared to 2,862 TBtu in 1997, which represented approximately
12% of the natural gas consumed in the United States. The Northeast Pipelines
and the Midwest Pipelines natural gas deliveries were 1,459 TBtu and 1,141
TBtu, respectively, in 1998, with 7 TBtu of intercompany transportation. A
substantial majority of the delivered volumes of Natural Gas Transmission's
interstate pipelines represents gas transported under long-term firm service
agreements with local distribution company (LDC) customers in the pipelines'
market areas. Firm transportation services are also provided under contract to
gas marketers, producers, other pipelines, electric power generators and a
variety of end-users. In addition, the pipelines provide both firm and
interruptible transportation to customers on a short-term or seasonal basis.
See natural gas deliveries statistics under "Business, Operating Statistics."
Demand for gas transmission of Natural Gas Transmission's interstate pipeline
systems is seasonal, with the highest throughput occurring during the colder
periods in the first and fourth quarters.
In 1998, Natural Gas Transmission's fully interconnected interstate
pipeline system consisted of approximately 20,700 miles and received natural
gas from most major North American producing regions for delivery to markets
throughout the Northeast and Midwest states. The proposed sale of the Midwest
Pipelines would result in a reduction of approximately 10,400 miles in Duke
Energy's interstate pipeline systems.
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(A map appears here depicting Duke Energy's storage.)
Northeast Pipelines
TETCO's major customers are located in Pennsylvania, New Jersey and New
York, and include LDCs serving the Pittsburgh, Philadelphia, Newark and New
York City metropolitan areas. Algonquin's major customers include LDCs and
electric power generators located in the Boston, Hartford, New Haven,
Providence and Cape Cod areas.
TETCO also provides firm and interruptible open-access storage services.
Storage is offered as a stand-alone unbundled service or as part of a no-notice
bundled service. TETCO's storage services utilize two joint venture storage
facilities in Pennsylvania and one wholly owned and operated storage field in
Maryland. TETCO also leases storage capacity. TETCO's certificated working
capacity in these three fields is 70 Billion cubic feet (Bcf), and the combined
working gas in storage was 61 Bcf on December 31, 1998. Algonquin owns no
storage fields.
Investments include a 37.5% ownership interest in Maritimes & Northeast
Pipeline and a 9.8 % ownership interest in Alliance Pipeline. Maritimes &
Northeast pipelines is expected to be completed in late 1999 and will deliver
natural gas to markets in the Canadian Maritimes provinces and the northeastern
United States from a supply basin offshore Nova Scotia. The 1,900 mile Alliance
Pipeline project will deliver Canadian gas from Fort St. John, British Columbia
into the Chicago area by mid- to late 2000.
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Midwest Pipelines
PEPL's major customers include 20 utilities located in the Midwest market
area that encompasses large portions of Michigan, Ohio, Indiana, Illinois and
Missouri. Trunkline's major customers include eight utilities located in
portions of Tennessee, Missouri, Illinois, Indiana and Michigan.
PEPL also owns and operates three underground storage fields located in
Illinois, Michigan and Oklahoma with working gas capacity of 31 Bcf. PEPL has
received FERC approval to transfer these storage fields to its subsidiary, Pan
Gas Storage Company (Pan Gas) and has filed for an effective date of April 1,
1999. Pan Gas is also the owner and operator of a 26 Bcf. storage field in
Kansas. Trunkline owns and operates one 13 Bcf. storage field in Louisiana.
Since the implementation of Order 636, each of PEPL, Trunkline and Pan Gas
provide firm and interruptible storage on an open-access basis. In addition to
owning and operating storage fields, PEPL also leases storage capacity. PEPL
and Trunkline have retained the right to use up to 15 Bcf and 10 Bcf,
respectively, of their storage capacity for system needs. See further
discussion of Order 636 in "Business, Natural Gas Transmission -- Regulation."
Competition
Duke Energy's interstate pipeline subsidiaries compete with other
interstate and intrastate pipeline companies in the transportation and storage
of natural gas. The principal elements of competition among pipelines are
rates, terms of service, and flexibility and reliability of service.
In the Mid-Atlantic and New England markets, TETCO competes directly with
Transcontinental Gas Pipe Line Corporation, Tennessee Gas Pipeline Company
(TGPC), Iroquois Gas Transmission System (Iroquois), CNG Transmission
Corporation and Columbia Gas Transmission Corporation. Algonquin competes
directly in certain market areas with TGPC and Iroquois. PEPL and Trunkline
compete directly with ANR Pipeline Company, Natural Gas Pipeline Company of
America and Texas Gas Transmission Corporation in the Midwest market area.
Natural gas competes with other forms of energy available to Duke Energy's
customers and end-users, including electricity, coal and fuel oils. The primary
competitive factor is price. Changes in the availability or price of natural
gas and other forms of energy, the level of business activity, conservation,
legislation and governmental regulations, the capability to convert to
alternative fuels, and other factors, including weather, affect the demand for
natural gas in the areas served by Duke Energy.
Regulation
The FERC has authority to regulate rates and charges for natural gas
transported in or stored for interstate commerce or sold by a natural gas
company in interstate commerce for resale. For further discussion of rate
matters, see "Management's Discussion and Analysis of Results of Operations and
Financial Condition, Liquidity and Capital Resources -- Operating Cash Flows"
and Note 4 to the Consolidated Financial Statements, "Regulatory Matters --
Natural Gas Transmission." The FERC also has authority over the construction
and operation of pipeline and related facilities utilized in the transportation
and sale of natural gas in interstate commerce, including the extension,
enlargement or abandonment of such facilities. TETCO, Algonquin, PEPL,
Trunkline and Pan Gas hold certificates of public convenience and necessity
issued by the FERC, authorizing them to construct and operate the pipelines,
facilities and properties now in operation for which such certificates are
required, and to transport and store natural gas in interstate commerce.
Natural Gas Transmission's pipelines operate as open-access transporters
of natural gas. In 1992, the FERC issued Order 636, which requires open-access
pipelines to provide firm and interruptible transportation services on an equal
basis for all gas supplies, whether purchased from the pipeline or from another
gas supplier. To implement this requirement, Order 636 provided, among other
things, for mandatory unbundling of services that historically had been
provided by pipelines into separate open-access transportation, sales and
storage services. Order 636 allows pipelines to recover eligible costs, known
as "transition costs," resulting from the implementation of Order 636. For
further discussion of Order 636, see Note 4 to the Consolidated Financial
Statements, "Regulatory Matters -- Natural Gas Transmission."
Natural Gas Transmission is subject to the jurisdiction of the EPA and
state environmental agencies. For a discussion of environmental regulation, see
"Business, Environmental Matters." Natural Gas Transmission is also subject to
the Natural Gas Pipeline Safety Act of 1968, which regulates gas pipeline and
LNG plant safety requirements, and to the Hazardous Liquid Pipeline Safety Act
of 1979, which regulates oil and petroleum pipelines.
8
<PAGE>
FIELD SERVICES
Field Services gathers, processes, transports and markets natural gas and
produces and markets NGLs. Field Services owns and operates approximately
20,000 miles of natural gas gathering systems, including intrastate pipelines,
and 32 natural gas processing plants in the United States. Field Services also
has ownership interests in 12 other natural gas processing plants in the United
States.
Field Services gathers natural gas from production wellheads through
gathering systems located in ten states that serve major gas-producing regions
in the Rocky Mountain, Permian Basin, Mid-Continent and Gulf Coast (offshore
and onshore) areas. Field Services' gathering operations also include several
intrastate pipeline systems and two natural gas storage facilities.
(A map appears here depicting Field Services' gathering and processing
facilities, offices and supply areas.)
9
<PAGE>
Field Services' NGL processing operations involve the extraction of NGLs
from natural gas and, at certain facilities, the fractionation of the NGLs into
their individual components (ethane, propane, butane and natural gasoline). The
natural gas used in Field Services' processing operations is generally gathered
on its own gathering system or from the natural gas stream on Duke Energy's
transmission system. NGLs are sold by Field Services to a variety of customers
ranging from large, multi-national petrochemical and refining companies to
small, family-owned retail propane distributors. NGL sales are based upon
current market-related prices. Field Services also produces helium at the
National Helium Corporation facility in Liberal, Kansas.
Field Services' operating results are significantly impacted by changes in
NGL prices, which declined approximately 25.7% in 1998 compared to 1997. See
"Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Qualitative and Quantitative Disclosures About Market Risk" for a
discussion of Field Services' exposure to changes in commodity prices.
In 1998, Field Services sold assets related to its crude oil gathering and
marketing business, including 1,800 miles of intrastate crude oil pipelines in
the Mid-Continent and South Texas areas and 450 miles of intrastate NGL
pipelines in the Texas Gulf Coast area, to TEPPCO Partners, L.P. (TEPPCO) in
exchange for an additional ownership interest in TEPPCO. As a result of the
sale, Duke Energy now has a 2% general partner interest and a 19.1% limited
partner interest in TEPPCO, a publicly owned master limited partnership that
transports refined products and liquefied petroleum gases through a 4,300 mile
pipeline system.
Field Services expects to complete the $1.35 billion acquisition of the
natural gas gathering, processing, fractionation and NGL pipeline business of
Union Pacific Resources including its natural gas and NGL marketing activities
on or about March 31, 1999.
See certain operating statistics of Field Services under "Business,
Operating Statistics." Activities of Field Services can fluctuate in response
to the seasonality affecting natural gas.
Competition
Field Services competes with major integrated oil companies, major
interstate pipelines, national and local natural gas gatherers, brokers,
marketers and distributors for natural gas supplies, in gathering and
processing natural gas and in marketing and transporting natural gas and NGLs.
Competition for natural gas supplies is primarily based on efficiency,
reliability, availability of transportation and the ability to obtain a
satisfactory price for the producer's natural gas. Competition for customers is
based primarily upon reliability and price of delivered natural gas and NGLs.
Regulation
The intrastate pipelines owned by the Field Services group are subject to
state regulation and, to the extent they provide services under Section 311 of
the Natural Gas Policy Act of 1978 (NGPA), are also subject to FERC regulation.
The natural gas gathering activities of the Field Services group are generally
not subject to regulation by the FERC, but are subject to state regulation.
Field Services is subject to the jurisdiction of the EPA and state
environmental agencies. For a discussion of environmental regulation, see
"Business, Environmental Matters." Certain operations of Field Services are
subject to the jurisdiction of the Department of Transportation and certain
similar state agencies whose regulations have incorporated certain provisions
of the Natural Gas Pipeline Safety Act of 1968, the Hazardous Liquid Pipeline
Safety Act of 1979, and subsequent amendments.
TRADING AND MARKETING
Trading and Marketing markets natural gas, electricity and other
energy-related products across North America. Duke Energy owns a 60% interest
in Trading and Marketing's operations, with Mobil Corporation (Mobil) owning a
40% minority interest.
Trading and Marketing was formed in August 1996 as a natural gas and power
marketing joint venture with Mobil. Operations were expanded in June 1997 when
a wholly owned subsidiary of Duke Energy acquired from affiliates of Louis
Dreyfus Corp. the remaining 50% ownership interest in Duke/Louis Dreyfus,
L.L.C. (D/LD), which Duke Energy did not already own.
10
<PAGE>
Trading and Marketing markets natural gas primarily to local distribution
companies, electric power generators, including Global Asset Development's
generation facilities, municipalities, industrial end-users and energy
marketing companies. Trading and Marketing markets electricity to investor
owned utilities, municipal power generators and other power marketers.
Operations are primarily in the United States and, to a lesser extent, in
Canada, and are serviced through 16 offices or operating centers.
Natural gas marketing operations encompass both on-system and off-system
sales. With respect to on-system sales, Trading and Marketing generally
purchases natural gas from Field Services' facilities and delivers the gas to
an intrastate or interstate pipeline for redelivery to another customer.
Natural Gas Transmission's pipelines are utilized for deliveries when prudent.
With respect to off-system sales, Trading and Marketing purchases natural gas
from producers, pipelines and other suppliers not connected with Duke Energy's
facilities for resale to customers. Substantially all of Mobil's United States
and Canadian natural gas production is committed to be marketed through Trading
and Marketing through 2006.
With respect to electricity marketing operations, Trading and Marketing
purchases electricity from third-party suppliers and from Global Asset
Development's generation facilities in California and Connecticut for resale to
customers.
Trading and Marketing has a portfolio of short-term and long-term sales
agreements with customers, the vast majority of which incorporate
market-sensitive pricing terms. Long-term gas purchase agreements with
producers, principally entered into in connection with on-system sales, also
generally include market-sensitive pricing provisions. Purchases and sales of
off-system gas and electricity supply are normally made under short-term
contracts. Purchase and sales commitments involving significant price and
location risk are generally hedged with commodity futures, swaps and options.
For information concerning Trading and Marketing's risk-management activities,
see "Management's Discussion and Analysis of Results of Operations and
Financial Condition, Qualitative and Quantitative Disclosures About Market Risk
- -- Commodity Price Risk" and Note 7 to the Consolidated Financial Statements,
"Risk Management and Financial Instruments -- Commodity Instruments --
Trading."
Trading and Marketing also provides energy management services, such as
supply and market aggregation, peaking services, dispatching, balancing,
transportation, storage, tolling, contract negotiation and administration, as
well as energy commodity risk management products and services.
See certain operating statistics of Trading and Marketing under "Business,
Operating Statistics." Activities of Trading and Marketing can fluctuate in
response to the seasonality affecting both electricity and natural gas.
Competition
Trading and Marketing competes with major integrated oil companies, major
interstate pipelines and their marketing affiliates, brokers, marketers and
distributors and electric utilities and other electric power marketers for
natural gas supplies and in marketing natural gas, electricity and other energy
commodities. Competition in the energy marketing business is driven by the
price of commodities and services delivered, along with the quality and
reliability of services provided.
Regulation
The energy marketing activities of Trading and Marketing may, in certain
circumstances, be subject to the jurisdiction of the FERC. Current FERC
policies permit Trading and Marketing entities subject to FERC jurisdiction to
market natural gas and electricity at market-based rates.
GLOBAL ASSET DEVELOPMENT
Global Asset Development develops, owns and operates energy-related
facilities worldwide. Global Asset Development conducts its operations
primarily through Duke Energy Power Services and Duke Energy International.
Deregulation of energy markets in the United States and abroad is
providing substantial opportunities for Global Asset Development to capitalize
on its broad capabilities. Global Asset Development is an active participant in
competitive power markets worldwide. Global Asset Development owns and operates
approximately 4,100 megawatts of generation, including projects under
construction, and has ownership interests in approximately 3,800 megawatts of
generation, including projects under construction. Global Asset Development
also owns and operates approximately 900 miles of pipeline systems in
Australia, including projects planned for construction, and has ownership
interests in approximately 1,000 miles of pipeline systems, including projects
under construction.
11
<PAGE>
Duke Energy Power Services
Duke Energy Power Services develops, owns and operates largely unregulated
electric generation projects across the United States. Duke Energy Power
Services focuses on acquisitions of existing energy production facilities,
greenfield and brownfield development opportunities and operating energy assets
throughout North America.
In 1998, Duke Energy Power Services completed the purchase of three
electric generating plants in California from Pacific Gas & Electric Company
(PG&E). Two of these electric generating plants sell electricity under the
terms of Reliability Must Run Agreements with the California Independent System
Operator, which purchases electricity at FERC regulated rates. The plants have
a combined net operating capacity of 2,645 megawatts. Pursuant to California's
electric restructuring law, Duke Energy Power Services entered into a contract
with PG&E to operate and maintain the facilities for two years following the
sale. Energy and capacity from the plants is being sold into the California
power exchange and under separate contracts.
Other investments include a 32.5% indirect ownership interest in American
Ref-Fuel Company, which owns five waste-to-energy facilities in New York, New
Jersey, Massachusetts and Connecticut. Such facilities process about 4 million
tons of municipal solid waste per year and have an aggregate generating
capacity of 286 megawatts.
Projects under construction include: the second phase of the Bridgeport
Energy Project, a 520-megawatt combined cycle natural gas-fired merchant
generation plant in Connecticut; the Maine Independence Station, a 520-megawatt
combined cycle natural gas-fired merchant generation plant in Maine which is
scheduled to begin producing power in the summer of 2000; and the Hidalgo
project, a 510-megawatt power plant to be built in south Texas, which is
targeted to begin producing power in mid-2000.
In January 1999, Duke Energy Power Services agreed to a ten-year lease
with the Port of San Diego to operate and eventually replace the 706-megawatt
South Bay Power plant. The Port of San Diego will acquire this facility from
San Diego Gas & Electric Company. Duke Energy Power Services expects to close
on the lease valued at over $110 million by mid-1999. This plant's capacity is
excluded from the generation amounts previously discussed above.
Duke Energy International
Duke Energy International develops, owns and operates energy projects
worldwide. Projects involve natural gas exploration, production, processing,
transportation and supply. Additionally, projects include generation, delivery
and marketing of electric power and thermal energy. Duke Energy International's
regional target areas are Asia Pacific, South America and Europe.
In 1998, Duke Energy International completed the purchase of the
Queensland Pipeline, a 389-mile pipeline in southeast Queensland, Australia.
Additional opportunities in Australia include the purchase of the rights to
develop and operate the 500-mile Eastern Gas Pipeline project in eastern
Australia. Construction of this pipeline project is scheduled to begin in July
1999 and completion is expected by mid-2000. Also, Duke Energy International
purchased power generation and transmission assets in western Australia and New
Zealand, including an ownership interest in a pipeline in western Australia.
This acquisition also includes a development proposal for a cogeneration plant
and a portfolio of international and Australian-based projects. This
transaction closed on January 22, 1999.
Duke Energy International's investments include a 25% indirect ownership
interest in National Methanol Company, which owns and operates a methanol and
MTBE (methyl tertiary butyl ether) plant in Saudi Arabia, and a 42.86% indirect
ownership interest in PT Puncakjaya, a 389-megawatt power generation facility
in Indonesia. Investments in South America include, among others: a 9.76%
indirect ownership interest in Hidroelectrica Piedra del Aguila S.A., a
1,400-megawatt hydroelectric generating facility in Argentina; a 51.5% indirect
ownership interest in Electroquil, S.A., a 168-megawatt diesel-fired generating
facility in Ecuador; a 24% indirect ownership interest in Sociedad Electrica de
Santiago S.A., a 370-megawatt gas-fired generating facility in Chile; a 21.9%
indirect ownership interest in Aguaytia Energy LLC, an integrated natural
gas and power project in Peru; and a 99% indirect ownership interest in
PanEnergy Exploration and Production (Peru) Ltd. Duke Energy International also
operates two liquified natural gas (LNG) ships which have been chartered to
Nigeria LNG Limited for 22.5 years starting in 1999.
In February 1999, Duke Energy, through its wholly owned subsidiary Duke
Energy International, commenced a concurrent cash tender offer in Chilean pesos
in Chile and the United States for 51% of the outstanding shares of Empresa
Nacional de Electricidad S.A. (Endesa-Chile). The estimated total cash outlay
is approximately $2.1 billion based on current exchange rates. The tender
offers are contingent upon, among other things, certain Endesa-Chile
shareholder approvals. If all approvals are obtained and the other conditions
to the tender offers are satisfied or waived, the transactions are expected
12
<PAGE>
to be completed during the second quarter of 1999. Endesa-Chile controls 10,247
megawatts of generating capacity in Argentina, Brazil, Chile, Colombia and
Peru.
Competition and Regulation
Global Asset Development experiences substantial competition from utility
companies in the United States and abroad and from independent companies.
Global Asset Development is subject to the Natural Gas Pipeline Safety Act
of 1968, which regulates LNG plant safety requirements.
Global Asset Development is subject to international, federal, state and
local environmental regulations. For a discussion of environmental regulation,
see "Business, Environmental Matters."
OTHER ENERGY SERVICES
Other Energy Services provides engineering, consulting, construction and
integrated energy solutions worldwide, primarily through Duke Engineering &
Services, Duke/Fluor Daniel and DukeSolutions.
Duke Engineering & Services specializes in energy and environmental
projects and provides comprehensive engineering, quality assurance, project and
construction management and operating and maintenance services for all phases
of hydroelectric, nuclear and renewable power generation projects worldwide.
Duke/Fluor Daniel, operating through several entities, provides full
service siting, permitting, licensing, engineering, procurement, construction,
start-up, operating and maintenance services for fossil-fired plants, both
domestically and internationally. Subsidiaries of Duke Energy and Fluor Daniel,
Inc. each own 50% of Duke/Fluor Daniel.
DukeSolutions provides integrated energy solutions to industrial,
commercial, institutional, governmental and wholesale customers and focuses on
increasing customers' efficiency, productivity and profitability through energy
cost savings.
Other Energy Services experiences substantial competition from utility
companies in the United States and abroad and from independent companies.
Other Energy Services is subject to the jurisdiction of the EPA and
international, state and local environmental agencies. For a discussion of
environmental regulation, see "Business, Environmental Matters."
REAL ESTATE OPERATIONS
Real Estate Operations conducts its business through Crescent Resources
Inc., which develops commercial and residential real estate projects and
manages forest holdings in the southeastern United States. At December 31,
1998, Real Estate Operations owned 4.2 million square feet of commercial space,
of which 76% was leased, with an additional 1.7 million square feet under
construction. At December 31, 1998, the commercial portfolio included 2.3
million square feet of warehouse space, 1.8 million square feet of office space
and 0.1 million square feet of retail space. In 1998, commercial buildings
totaling 1.3 million of square feet and 850 residential developed lots were
sold. At December 31, 1998, Real Estate Operations had approximately 200,000
acres of land under its management.
ENVIRONMENTAL MATTERS
Duke Energy is subject to international, federal, state and local
regulations with regard to air and water quality, hazardous and solid waste
disposal and other environmental matters. Certain environmental regulations
affecting Duke Energy include:
o The Clean Air Act Amendments of 1990, which require a two-phase reduction
by electric utilities in aggregate annual emissions of sulfur dioxide and
nitrogen oxide by 2000;
o State Implementation Plans, which were issued by the EPA to 22 states and
the District of Columbia related to existing and new national ambient air
quality standards for ozone;
o The Federal Water Pollution Control Act Amendments of 1987, which require
permits for facilities that discharge treated wastewater into the
environment; and
o The Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA), which can require any individual or entity which may have owned
or operated a disposal site, as well as transporters or generators of
hazardous wastes which were sent to such site, to share in remediation
costs for the site.
13
<PAGE>
For further discussion of environmental matters involving Duke Energy,
including possible liability and capital costs, see "Management's Discussion
and Analysis of Results of Operations and Financial Condition, Current Issues
- -- Environmental" and Note 14 to the Consolidated Financial Statements,
"Commitments and Contingencies -- Environmental." Compliance with
international, federal, state and local provisions, regulating the discharge of
materials into the environment, or otherwise protecting the environment, is not
expected to have a material adverse effect on the competitive position,
consolidated results of operations or financial position of Duke Energy.
FOREIGN OPERATIONS AND EXPORT SALES
Foreign operations and export sales are currently not material to Duke
Energy's business as a whole. For a discussion of risks associated with Duke
Energy's foreign operations, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition, Qualitative and Quantitative
Disclosures About Market Risk -- Foreign Operations Risk" and Note 19 to the
Consolidated Financial Statements.
EMPLOYEES
At December 31, 1998, Duke Energy had approximately 22,000 employees.
Approximately 1,600 operating and maintenance employees are represented by the
International Brotherhood of Electrical Workers in two collective bargaining
agreements. An additional 77 employees are represented by the United
Steelworkers and Rubberworkers of America. New agreements for each of these
units were negotiated during 1998. Approximately 500 employees are represented
by the Oil, Chemical and Atomic Workers International Union, AFL-CIO.
Approximately 300 of these employees and their bargaining unit will transfer to
CMS Energy upon the sale of the Midwest Pipelines in early 1999. The remaining
employees represented by the Oil, Chemical and Atomic Workers International
Union, AFL-CIO are in a separate bargaining unit. Terms of their contract are
still being negotiated.
14
<PAGE>
OPERATING STATISTICS
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------
1998 1997 1996 1995 1994
------------ ----------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Electric Operations (a)
Sources of Electric Energy, GWh (b)
Generated -- net output:
Coal .......................................................... 42,164 45,234 40,649 32,389 32,714
Nuclear ....................................................... 38,366 29,569 33,177 39,836 35,587
Hydro ......................................................... 1,714 1,633 1,802 2,117 2,025
Oil and gas ................................................... 846 301 199 255 35
------- ------ ------ ------ ------
Total generation ........................................... 83,090 76,737 75,827 74,597 70,361
Purchased power and net interchange ........................... 2,659 3,781 3,885 1,239 1,299
------- ------ ------ ------ ------
Total output ............................................... 85,749 80,518 79,712 75,836 71,660
Plus: Purchases from other Catawba joint owners ............... 1,656 2,316 2,662 6,070 9,046
------- ------ ------ ------ ------
Total sources of energy .................................... 87,405 82,834 82,374 81,906 80,706
Less: Line loss and company usage ............................. 5,394 4,899 4,827 4,780 4,652
------- ------ ------ ------ ------
Total GWh sales ............................................ 82,011 77,935 77,547 77,126 76,054
======= ====== ====== ====== ======
Electric Energy Sales, GWh
Residential ................................................... 22,002 20,483 21,484 20,124 19,306
General service ............................................... 21,093 19,687 19,593 18,461 17,577
Industrial
Textile ..................................................... 11,981 11,955 11,603 12,155 12,289
Other ....................................................... 18,668 18,376 18,131 17,738 17,108
Other energy and wholesale .................................... 8,933 7,029 6,781 7,852 9,934
------- ------ ------ ------ ------
Total GWh sales billed ..................................... 82,677 77,530 77,592 76,330 76,214
Unbilled GWh sales ........................................ (666) 405 (45) 796 (160)
------- ------ ------ ------ ------
Total GWh sales ......................................... 82,011 77,935 77,547 77,126 76,054
======= ====== ====== ====== ======
Natural Gas Transmission
Throughput Volumes, TBtu (c):
Northeast Pipelines
TETCO ....................................................... 1,148 1,300 1,349 1,234 1,194
Algonquin ................................................... 311 341 327 331 288
------- ------ ------ ------ ------
Total Northeast Pipelines .................................. 1,459 1,641 1,676 1,565 1,482
Midwest Pipelines
PEPL ........................................................ 560 659 687 663 626
Trunkline ................................................... 581 620 632 519 560
------- ------ ------ ------ ------
Total Midwest Pipelines .................................... 1,141 1,279 1,319 1,182 1,186
Intercompany eliminations ..................................... (7) (58) (56) (44) (91)
--------- ------ ------ ------ ------
Total Natural Gas Transmission ................................. 2,593 2,862 2,939 2,703 2,577
======== ====== ====== ====== ======
Other Operating Statistics
Natural Gas Gathered and Processed/Transported, TBtu/d (d) ..... 3.6 3.4 2.9 1.9 1.6
NGL Production, MBbl/d (e) ..................................... 110.2 108.2 78.5 54.8 49.4
Average Natural Gas Price per MMBtu (f)......................... $ 2.11 $ 2.59 $ 2.59 $ 1.64 $ 1.90
Average NGL Price per Gallon ................................... $ 0.26 $ 0.35 $ 0.39 $ 0.33 $ 0.31
Natural Gas Marketed (g), TBtu/d ............................... 8.4 7.3 6.0 3.7 2.7
Electricity Marketed, GWh ...................................... 98,991 64,650 4,229 513 --
</TABLE>
- ---------
(a) Years prior to 1998 have been restated to include Nantahala Power and Light
(b) Gigawatt-hour
(c) Trillion British thermal units
(d) Trillion British thermal units per day
(e) Thousand barrels per day
(f) Million British thermal units
(g) Includes volumes of Trading and Marketing and Field Services
15
<PAGE>
EXECUTIVE OFFICERS OF DUKE ENERGY
RICHARD B. PRIORY, 52, Chairman of the Board, President and Chief
Executive Officer. Mr. Priory served as President and Chief Operating Officer
from 1994 until he assumed his present position in 1997 following the merger.
He was Executive Vice President, Power Generation Group, from 1991 to 1994.
WILLIAM A. COLEY, 55, Group President, Duke Power. Mr. Coley served as
President, Associated Enterprises Group, from 1994 to 1997 when he assumed his
present position following the merger. Mr. Coley served as Executive Vice
President, Customer Group, from 1991 to 1994.
FRED J. FOWLER, 53, Group President, Energy Transmission. Mr. Fowler
served as Group Vice President of PanEnergy from 1996 until the merger, when he
assumed his present position. He was President of TETCO from 1994 to 1996, and
President of 1Source Corporation from 1993 to 1994.
HARVEY J. PADEWER, 51, Group President, Energy Services. Mr. Padewer
assumed his present position on January 1, 1999. From 1995 through 1998, he
served as Senior Vice President and General Manager of Utilicorp Energy Group,
where he was President, Aquila Energy; President, Utilico Group; and Vice
Chairman of the Board, Aquila Pipeline Corporation. From 1989 through 1995, he
served in executive positions at ABB Power Generation, Inc., first as Vice
President, Sales and Marketing and later as President, Turbine Power Division.
RICHARD W. BLACKBURN, 56, Executive Vice President, General Counsel and
Secretary. Mr. Blackburn was named to his present position in October 1997.
Prior to joining Duke Energy, he served as President and Group Executive of
NYNEX Corporation's Worldwide Communications and Media Group from 1995 to 1997.
He was Chief Operating Officer, Worldwide Communications and Media Group, of
NYNEX from 1993 to 1995.
RICHARD J. OSBORNE, 48, Executive Vice President and Chief Financial
Officer. Mr. Osborne served as Senior Vice President and Chief Financial
Officer from 1994 until he assumed his present position in 1997 following the
merger. Mr. Osborne served as Vice President and Chief Financial Officer from
1991 to 1994.
RUTH G. SHAW, 51, Executive Vice President and Chief Administrative
Officer. Ms. Shaw served as Senior Vice President, Corporate Resources, from
1994 until she assumed her present position following the merger. Ms. Shaw was
Vice President, Corporate Communications, from 1992 to 1994.
JEFFREY L. BOYER, 42, Vice President and Corporate Controller. Mr. Boyer
served as Controller from 1994 to 1997, when he assumed his present position
following the merger. He was Director of Corporate Accounting from 1992 to
1994.
Executive officers are elected annually by the Board of Directors and
serve until the first meeting of the Board of Directors following the annual
meeting of shareholders and until their successors are duly elected.
There are no family relationships between any of the executive officers
nor any arrangement or understanding between any executive officer and any
other person pursuant to which the officer was selected.
Item 2. Properties.
ELECTRIC OPERATIONS
At December 31, 1998, Electric Operations operated three nuclear
generating stations with a combined net capability of 5,020 MW (which includes
12.5% ownership in the Catawba Nuclear Station), eight coal-fired stations with
a combined capability of 7,699 MW, thirty-one hydroelectric stations with a
combined capability of 2,797 MW and six combustion turbine stations with a
combined capability of 1,784 MW, all of which are located in North Carolina or
South Carolina.
In addition, Electric Operations owned, as of December 31, 1998,
approximately 13,000 conductor miles of electric transmission lines, including
600 conductor miles of 525 kilovolts, 2,600 conductor miles of 230 kilovolts,
6,500 conductor miles of 100 kilovolts, and 3,300 conductor miles of 13 to 66
kilovolts. Electric Operations also owned approximately 90,100 conductor miles
of electric distribution lines, including 61,400 conductor miles of rural
overhead lines, 15,500 conductor miles of urban overhead lines, 7,200 conductor
miles of rural underground lines and 6,000 conductor miles of urban underground
lines. At December 31, 1998, the electric transmission and distribution systems
comprised approximately 1,600 substations with an installed transformer
capacity of approximately 83,900,000 kVA (kilovolt-ampere).
Substantially all electric plant is mortgaged under the Indenture relating
to First and Refunding Mortgage Bonds.
16
<PAGE>
NATURAL GAS TRANSMISSION
TETCO's gas transmission system extends approximately 1,700 miles from
producing fields in the Gulf Coast region of Texas and Louisiana to Ohio,
Pennsylvania, New Jersey and New York. It consists of two parallel systems, one
consisting of three large-diameter parallel pipelines and the other consisting
of from one to three large-diameter pipelines over its length. TETCO's system,
including its gathering systems, has 73 compressor stations.
TETCO also owns and operates two offshore Louisiana gas supply systems,
which extend over 100 miles into the Gulf of Mexico and consist of 490 miles of
pipeline.
Algonquin's transmission system connects with TETCO's facilities in New
Jersey, and extends through New Jersey, New York, Connecticut, Rhode Island and
Massachusetts. The system consists of approximately 250 miles of pipeline with
six compressor stations.
PEPL's transmission system, which consists of four large-diameter parallel
pipelines and 13 mainline compressor stations, extends a distance of
approximately 1,300 miles from producing areas in the Anadarko Basin of Texas,
Oklahoma and Kansas through the states of Missouri, Illinois, Indiana and Ohio
into Michigan.
Trunkline's transmission system extends approximately 1,400 miles from the
Gulf Coast areas of Texas and Louisiana through the states of Arkansas,
Mississippi, Tennessee, Kentucky, Illinois and Indiana to a point on the
Indiana-Michigan border. The system consists principally of three
large-diameter parallel pipelines, 18 mainline compressor stations and one
offshore compressor platform.
Trunkline also owns and operates two offshore Louisiana gas supply systems
consisting of 337 miles of pipeline extending approximately 81 miles into the
Gulf of Mexico.
The PEPL and Trunkline properties are included in the proposed sale of the
Midwest Pipelines, which is expected to close in early 1999.
For information concerning natural gas storage properties, see "Business,
Natural Gas Transmission."
FIELD SERVICES
For information regarding the properties of Field Services, see "Business,
Field Services."
GLOBAL ASSET DEVELOPMENT
Duke Energy Power Services owns several electric generating stations,
including three in California and one in Connecticut (95.9% ownership)
currently under expansion. These power plants have a combined capacity of 3,165
MW. For more information regarding electric generating stations, see "Business,
Global Asset Development -- Duke Energy Power Services."
A subsidiary of Duke Energy owns a marine terminal, storage and
regasification facility for LNG located in Louisiana. This LNG facility is
operated by Duke Energy International and is included in the proposed sale of
the Midwest Pipelines as previously discussed. The design output capacity of
the facility is approximately 700 million cubic feet per day and its storage
capacity is approximately 1.8 million barrels, which approximates 6 Bcf. See
further information regarding the properties of Duke Energy International at
"Business, Global Asset Development -- Duke Energy International."
REAL ESTATE OPERATIONS
For information regarding the properties of Real Estate Operations, see
"Business, Real Estate Operations."
OTHER
None of the properties used in connection with Duke Energy's other
business activities are considered material to Duke Energy's operations as a
whole.
17
<PAGE>
Item 3. Legal Proceedings.
On January 8, 1999, a subsidiary of Duke Energy agreed to a Compliance
Order on Consent (Consent Order) with the Colorado Department of Public Health
and Environment concerning alleged air quality permit reporting and
record-keeping violations at the Greeley Natural Gas Processing Plant and
several other Colorado facilities. This Consent Order superseded an earlier
Compliance Order and Assessment of Civil Penalty for the Greeley Natural Gas
Processing Plant. This Consent Order assesses a civil and noncompliance penalty
of $54,000 and requires supplemental environmental projects of $525,000 that
involve implementing additional air emission controls to reduce air emissions
below standards.
The Illinois Environmental Protection Agency has indicated to a subsidiary
of Duke Energy that it intends to initiate an environmental enforcement
proceeding relating to alleged air quality permit violations at a natural gas
compressor station. This proceeding could result in a penalty in excess of
$100,000.
Management believes that the resolution of these matters will not have a
material adverse effect on consolidated results of operations or financial
position.
See Note 14 to the Consolidated Financial Statements, "Commitments and
Contingencies" and "Management's Discussion and Analysis of Results of
Operations and Financial Condition, Current Issues -- Environmental" for
further discussion of legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Duke Energy's security holders
during the last quarter of 1998.
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The common stock of Duke Energy is listed for trading on the New York
Stock Exchange. At February 26, 1999, there were approximately 153,633 holders
of record of such common stock.
COMMON STOCK DATA BY QUARTER
<TABLE>
<CAPTION>
Dividends
1998 Per Share Stock Price Range
- ------------------- ----------- ------------------------
High Low
----------- ------------
<S> <C> <C> <C>
First Quarter ... $ .55 $ 60 5/8 $ 53 7/16
Second Quarter .. 1.10 62 9/16 55 1/8
Third Quarter ... -- 66 3/16 57 1/16
Fourth Quarter .. .55 70 11/16 60 1/16
</TABLE>
<TABLE>
<CAPTION>
Dividends
1997 Per Share Stock Price Range
- ------------------- ----------- ----------------------
High Low
---------- -----------
<S> <C> <C> <C>
First Quarter ... $ .40 $ 48 $ 43 3/8
Second Quarter .. .40 48 42 1/8
Third Quarter ... .55 51 1/8 47 11/16
Fourth Quarter .. .55 56 3/16 45 3/4
</TABLE>
- ---------
(a) Financial information reflects accounting for the 1997 merger with
PanEnergy Corp as a pooling of interests. As a result, the financial
information gives effect to the merger as if it had occurred on January 1,
1997.
On December 17, 1998, Duke Energy's Board of Directors adopted a
shareholder rights plan, which was subsequently approved by the North Carolina
Utilities Commission and the Public Service Commission of South Carolina. Under
the terms of the plan, holders of record of outstanding common stock on
February 12, 1999 received one right for each share of common stock owned. The
plan is intended to assure fair and equal treatment for all shareholders in the
event of a hostile takeover attempt and to encourage a potential acquirer to
negotiate with the Board of Directors a fair price for all shareholders before
attempting a takeover. The adoption of the plan was not in response to any
takeover offer or threat.
18
<PAGE>
Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
1998 1997(a) 1996(a) 1995(a) 1994(a)
------------- ------------ ----------- ----------- -----------
In millions, except per share amounts
<S> <C> <C> <C> <C> <C>
Income Statement
Operating revenues ....................................... $17,610 $ 16,309 $12,302 $ 9,694 $ 9,115
Operating expenses ....................................... 15,177 14,339 10,143 7,626 7,309
------- -------- ------- ------- -------
Operating income ......................................... 2,433 1,970 2,159 2,068 1,806
Other income and expenses ................................ 214 138 135 122 101
------- -------- ------- ------- -------
Earnings before interest and taxes ....................... 2,647 2,108 2,294 2,190 1,907
Interest expense ......................................... 514 472 499 508 485
Minority interests ....................................... 96 23 6 -- --
------- -------- ------- ------- -------
Earnings before income taxes ............................. 2,037 1,613 1,789 1,682 1,422
Income taxes ............................................. 777 639 698 664 558
------- -------- ------- ------- -------
Income before extraordinary item ......................... 1,260 974 1,091 1,018 864
Extraordinary loss, net of tax ........................... (8) -- (17) -- --
--------- -------- ------- ------- -------
Net income ............................................... 1,252 974 1,074 1,018 864
Dividends and premiums on redemptions of preferred and
preference stock ........................................ 21 72 44 49 50
-------- -------- ------- ------- -------
Earnings available for common stockholders ............... $1,231 $ 902 $ 1,030 $ 969 $ 814
======== ======== ======= ======= =======
Common Stock Data
Shares of common stock outstanding
Year-end ................................................ 363 360 359 362 361
Weighted average ........................................ 361 360 361 361 360
Earnings per share (before extraordinary item)
Basic ................................................... $ 3.43 $ 2.51 $ 2.90 $ 2.68 $ 2.26
Dilutive ................................................ $ 3.42 $ 2.50 $ 2.88 $ 2.67 $ 2.25
Earnings per share
Basic ................................................... $ 3.41 $ 2.51 $ 2.85 $ 2.68 $ 2.26
Dilutive ................................................ $ 3.40 $ 2.50 $ 2.83 $ 2.67 $ 2.25
Dividends per share ...................................... $ 2.20 $ 1.90 $ 1.57 $ 1.50 $ 1.44
Balance Sheet
Total assets ............................................. $26,806 $ 24,029 $22,366 $20,868 $20,254
Long-term debt ........................................... $6,272 $ 6,530 $ 5,485 $ 5,803 $ 5,931
Preferred stock with sinking fund requirements ........... $ 124 $ 149 $ 234 $ 234 $ 280
</TABLE>
- ---------
(a) Financial information reflects accounting for the 1997 merger with
PanEnergy Corp as a pooling of interests. As a result, the financial
information gives effect to the merger as if it had occurred on January 1,
1994.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
INTRODUCTION
Duke Energy Corporation (collectively with its subsidiaries, "Duke
Energy") is an integrated energy and energy services provider with the ability
to offer physical delivery and management of both electricity and natural gas
throughout the United States and abroad. Duke Energy provides these and other
services through seven business segments:
o Electric Operations
o Natural Gas Transmission
o Field Services
o Trading and Marketing
o Global Asset Development
o Other Energy Services
o Real Estate Operations
19
<PAGE>
These segments were defined as a result of Duke Energy adopting Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."
Electric Operations generates, transmits, distributes and sells electric
energy in central and western North Carolina and the western portion of South
Carolina (doing business as Duke Power or Nantahala Power and Light). These
electric operations are subject to the rules and regulations of the Federal
Energy Regulatory Commission (FERC), the North Carolina Utilities Commission
(NCUC) and the Public Service Commission of South Carolina (PSCSC).
Natural Gas Transmission, through its Northeast Pipelines, provides
interstate transportation and storage of natural gas for customers primarily in
the Mid-Atlantic and New England states. Until the expected sale of the Midwest
Pipelines in early 1999, Natural Gas Transmission also provides interstate
transportation and storage services in the midwest states. See further
discussion of the proposed sale of the Midwest Pipelines in the Liquidity and
Capital Resources section of Management's Discussion and Analysis. The
interstate natural gas transmission and storage operations are also subject to
the rules and regulations of the FERC.
Field Services gathers, processes, transports and markets natural gas and
produces and markets natural gas liquids (NGL). Field Services operates
gathering systems in ten states that serve major gas-producing regions in the
Rocky Mountain, Permian Basin, Mid-Continent and Gulf Coast areas.
Trading and Marketing markets natural gas, electricity and other
energy-related products across North America. Duke Energy owns a 60% interest
in Trading and Marketing's operations, with Mobil Corporation owning a 40%
minority interest.
Global Asset Development develops, owns and operates energy-related
facilities worldwide. Global Asset Development conducts its operations
primarily through Duke Energy Power Services, LLC (Duke Energy Power Services)
and Duke Energy International, LLC (Duke Energy International).
Other Energy Services provides engineering, consulting, construction and
integrated energy solutions worldwide, primarily through Duke Engineering &
Services, Inc. (Duke Engineering & Services), Duke/Fluor Daniel and
DukeSolutions, Inc. (DukeSolutions).
Real Estate Operations conducts its business through Crescent Resources,
Inc., which develops high quality commercial and residential real estate
projects and manages forest holdings in the southeastern United States.
The 1997 merger of Duke Power Company (Duke Power) and PanEnergy Corp
(PanEnergy) was accounted for as a pooling of interests; therefore, the
Consolidated Financial Statements and other financial information included in
this Annual Report for periods prior to the merger include the combined
historical financial results of Duke Power and PanEnergy. (See Note 2 to the
Consolidated Financial Statements.)
Management's Discussion and Analysis should be read in conjunction with
the Consolidated Financial Statements.
RESULTS OF OPERATIONS
In 1998, earnings available for common stockholders increased 36.5% over
1997, to $1,231 million, or $3.41 per basic share, net of an extraordinary loss
of $8 million, or $0.02 per basic share. The increase in earnings available for
common stockholders was primarily due to increased electric sales and energy
marketing activities, expansions and acquisitions, gains on sales of assets and
the absence of 1997 non-recurring merger costs. These increases were partially
offset by decreased NGL prices and increased interest expense and minority
interests.
Earnings available for common stockholders decreased 12.4% in 1997
compared to 1996, to $902 million or $2.51 per basic share in 1997 from $1,030
million or $2.85 per basic share in 1996. The decrease was due primarily to
non-recurring 1997 merger costs, 1997 severance costs, premiums associated with
the redemption and tender offer for ten issues of preferred stock and increased
nuclear expenses. Partially offsetting the decrease were lower expenses in 1997
as compared to 1996, when major storms affected Electric Operations'
distribution costs, and an extraordinary loss related to the early retirement
of debt in 1996.
Operating income for 1998 was $2,433 million compared to $1,970 million in
1997 and $2,159 million in 1996. Earnings before interest and taxes (EBIT) were
$2,647 million, $2,108 million and $2,294 million for 1998, 1997 and 1996,
respectively. Operating income and earnings before interest and taxes,
excluding the effect of gains on asset sales of $34 million by Field Services
in 1998, are affected by the same fluctuations for Duke Energy and each of its
business segments. Earnings before interest and taxes by business segment are
summarized below and are discussed by business segment thereafter.
20
<PAGE>
Earnings Before Interest and Taxes by Business Segment
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1998 1997 1996
--------- --------- ---------
In millions
<S> <C> <C> <C>
Electric Operations .............. $1,513 $1,282 $1,419
Natural Gas Transmission ......... 702 624 595
Field Services ................... 76 157 152
Trading and Marketing ............ 122 44 58
Global Asset Development ......... 80 5 --
Other Energy Services ............ 10 18 20
Real Estate Operations ........... 142 98 88
Other Operations ................. 2 (120) (38)
------ ------ ------
Consolidated EBIT ................ $2,647 $2,108 $2,294
====== ====== ======
</TABLE>
Other Operations primarily includes communication services, water services
and certain unallocated corporate costs. Included in the amounts discussed
below are intercompany transactions that are eliminated in the Consolidated
Financial Statements.
Electric Operations
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1998 1997 1996
--------- --------- ---------
Dollars in millions
<S> <C> <C> <C>
Operating Revenues .................... $4,626 $4,401 $4,498
Operating Expenses .................... 3,228 3,221 3,195
------ ------ ------
Operating Income ...................... 1,398 1,180 1,303
Other Income, Net of Expenses ......... 115 102 116
------ ------ ------
EBIT .................................. $1,513 $1,282 $1,419
====== ====== ======
Volumes, Sales -- GWh (a) ............. 82,011 77,935 77,547
</TABLE>
- ---------
(a) Gigawatt-hour
In 1998, earnings before interest and taxes for Electric Operations
increased 18.0% to $1,513 million from $1,282 million in 1997, primarily due to
a 5.2% increase in gigawatt-hour sales. The increase in earnings before
interest and taxes due to the absence of 1997 severance costs was substantially
offset by 1998 severance and other costs related to the shut-down of Electric
Operations' merchandising business.
Sales to weather-sensitive customers increased significantly in 1998
compared to 1997, which was a mild weather year, with sales to residential and
general service customers up 7.5% and 7.1%, respectively, primarily due to
warmer spring and summer weather conditions. On July 21, 1998, Electric
Operations customers set the third record demand of the summer, reaching a peak
of 15,812 megawatts. Sales to industrial customers increased slightly in 1998
over 1997, with sales to textile customers relatively flat. The number of
customers in the Electric Operations service territory increased 2.5% in 1998
over 1997 due to economic growth in the region.
In 1997, earnings before interest and taxes for Electric Operations
declined 9.7% as compared to 1996, primarily as a result of severance costs and
increased nuclear outage expenses. Also contributing to the decrease were lower
electric revenues, which were due primarily to mild weather and to the South
Carolina rate reduction, which was effective June 1, 1996. Partially offsetting
the decrease in earnings were lower expenses in 1997 as compared to 1996, when
major storms affected distribution costs.
21
<PAGE>
Natural Gas Transmission
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1998 1997 1996
--------- --------- ---------
Dollars in millions
<S> <C> <C> <C>
Operating Revenues ...................... $1,528 $1,572 $1,556
Operating Expenses ...................... 864 964 973
------ ------ ------
Operating Income ........................ 664 608 583
Other Income, Net of Expenses ........... 38 16 12
------ ------ ------
EBIT .................................... $ 702 $ 624 $ 595
====== ====== ======
Volumes, Throughput -- TBtu (a) ......... 2,593 2,862 2,939
</TABLE>
- ---------
(a) Trillion British thermal units
Earnings before interest and taxes for Natural Gas Transmission increased
$78 million in 1998 over 1997. Earnings before interest and taxes for Northeast
Pipelines increased $56 million to $476 million in 1998 compared to 1997,
primarily as a result of the favorable resolution of regulatory issues related
to gas supply realignment costs, favorable state property tax rulings and
increased market expansion projects. These increases were partially offset by a
decrease in throughput primarily as a result of mild winter weather.
In 1998, earnings before interest and taxes for Midwest Pipelines
increased 10.8% compared to 1997, primarily due to a gain on the sale of the
general partner interests in Northern Border Partners, L.P. and non-recurring
1997 litigation expenses. These increases were partially offset by the
favorable resolution of certain regulatory matters in 1997, which was reflected
as additional revenue and other income. See the Liquidity and Capital Resources
- -- Investing Cash Flows section of Management's Discussion and Analysis for a
discussion of the expected sale of the Midwest Pipelines in early 1999. (See
also Note 14 to the Consolidated Financial Statements.)
Earnings before interest and taxes for Natural Gas Transmission increased
4.9% in 1997 over 1996, with increases in earnings at Northeast Pipelines and
Midwest Pipelines of 5.3% and 4.0%, respectively. Earnings before interest and
taxes for the Northeast Pipelines increased primarily due to market-expansion
projects placed in service.
For the Midwest Pipelines, earnings before interest and taxes increased
primarily due to the favorable resolution of certain regulatory matters in 1997
in amounts in excess of those resolved in 1996, which was reflected as
additional revenue and other income. This increase was partially offset by 1997
litigation expenses.
Field Services
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------
1998 1997 1996
------------ ------------ ------------
Dollars in millions
<S> <C> <C> <C>
Operating Revenues ........................................ $ 2,639 $ 3,055 $ 2,637
Operating Expenses ........................................ 2,598 2,898 2,487
-------- -------- --------
Operating Income .......................................... 41 157 150
Other Income, Net of Expenses ............................. 35 -- 2
-------- -------- --------
EBIT ...................................................... $ 76 $ 157 $ 152
======== ======== ========
Volumes
Natural Gas Gathered and Processed/Transported, TBtu/d (a) 3.6 3.4 2.9
Natural Gas Marketed, TBtu/d .............................. 0.4 0.4 0.5
NGL Production, MBbl/d (b) ................................ 110.2 108.2 78.5
</TABLE>
- ---------
(a) Trillion British thermal units per day
(b) Thousand barrels per day
In 1998, earnings before interest and taxes for Field Services decreased
$81 million compared to 1997, primarily due to a decrease in average NGL prices
of approximately $0.09 per gallon, or 25.7%. The decrease in earnings before
interest and taxes was partially offset by $34 million of gains on sales of
assets which are included in other income.
22
<PAGE>
Earnings before interest and taxes for Field Services increased 3.3% in
1997 over 1996, primarily due to higher volumes as a result of acquisitions in
1996. Natural gas gathered and processed volumes increased 17.2%, and NGL
production increased 37.8% in 1997 compared to 1996. Partially offsetting these
increases were lower NGL prices of approximately $0.04 per gallon, or 8%, and
higher natural gas prices.
Trading and Marketing
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------
1998 1997 1996
----------- ----------- -----------
Dollars in millions
<S> <C> <C> <C>
Operating Revenues .................... $8,785 $7,489 $3,814
Operating Expenses .................... 8,665 7,446 3,758
------ ------ ------
Operating Income ...................... 120 43 56
Other Income, Net of Expenses ......... 2 1 2
------ ------ ------
EBIT .................................. $ 122 $ 44 $ 58
====== ====== ======
Volumes
Natural Gas Marketed, TBtu/d .......... 8.0 6.9 5.5
Electricity Marketed, GWh ............. 98,991 64,650 4,229
</TABLE>
In 1998, earnings before interest and taxes for Trading and Marketing
increased $78 million over 1997. The increase resulted primarily from increased
financial trading margins and electricity margins, partially offset by
increased expenses due to business growth. Electricity volumes marketed
increased primarily as a result of acquiring the remaining 50% ownership
interest in the Duke/Louis Dreyfus, L.L.C. (D/LD) joint venture in June 1997.
Earnings before interest and taxes for Trading and Marketing decreased $14
million in 1997 compared to 1996. The acquisition of the remaining 50%
ownership interest in the D/LD joint venture in 1997, coupled with a full year
of operations of the joint venture with Mobil Corporation formed in August
1996, accounted for the significant increases in Trading and Marketing
revenues, related operating expenses (including increased purchased power
expense) and volumes in 1997 over 1996. Increased natural gas volumes marketed
of 25.5% in 1997, in addition to increased natural gas margins from trading
activities, were largely offset by the emerging electric power trading and
marketing activities. Higher operating expenses, due primarily to increased
personnel levels and system development costs to provide the necessary
infrastructure for growth in the trading and marketing business, resulted in a
decrease in earnings before interest and taxes in 1997 as compared to 1996.
Global Asset Development
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------
1998 1997 1996
-------- ----------- ----------
In millions
<S> <C> <C> <C>
Operating Revenues .................... $ 319 $ 123 $ 72
Operating Expenses .................... 261 129 73
----- ----- ----
Operating Income ...................... 58 (6) (1)
Other Income, Net of Expenses ......... 22 11 1
----- ------ -----
EBIT .................................. $ 80 $ 5 $ --
===== ====== =====
</TABLE>
In 1998, earnings before interest and taxes for Global Asset Development
increased $75 million over 1997. The increase results primarily from business
expansion and acquisitions, including Duke Energy Power Services' July 1, 1998
acquisition of three electric generating stations in California from Pacific
Gas & Electric Company (PG&E) and December 1997 acquisition of an indirect
32.5% ownership interest in American Ref-Fuel Company. Duke Energy
International also contributed to the increase in earnings before interest and
taxes in 1998 compared to 1997 through an expansion to the PT Puncakjaya power
generation facility in Indonesia. This increase was partially offset by
decreased earnings resulting from lower prices at National Methanol, a methanol
and MTBE (methyl tertiary butyl ether) plant in Saudi Arabia.
In 1997, earnings before interest and taxes increased slightly compared to
1996, due primarily to business expansion and acquisitions, including the
December 1997 acquisition of an ownership interest in American Ref-Fuel
Company, and a gain on the sale of an investment. These increases were
partially offset by increased expenses due to business growth.
23
<PAGE>
Other Energy Services
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------
1998 1997 1996
-------- ----------- --------
In millions
<S> <C> <C> <C>
Operating Revenues .................... $ 521 $ 376 $ 204
Operating Expenses .................... 511 353 184
----- ----- -----
Operating Income ...................... 10 23 20
Other Income, Net of Expenses ......... -- (5) --
----- ------- -----
EBIT .................................. $ 10 $ 18 $ 20
===== ====== =====
</TABLE>
In 1998, earnings before interest and taxes for Other Energy Services
decreased $8 million compared to 1997, primarily due to decreased earnings of
Duke Engineering & Services. Earnings before interest and taxes for Other
Energy Services decreased $2 million in 1997 compared to 1996, primarily as a
result of start-up expenses of DukeSolutions partially offset by increased
earnings of Duke Engineering & Services due to growth.
Real Estate Operations
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------
1998 1997 1996
-------- -------- --------
In millions
<S> <C> <C> <C>
Operating Revenues .................... $ 181 $ 124 $ 114
Operating Expenses .................... 39 26 26
----- ----- -----
Operating Income ...................... 142 98 88
Other Income, Net of Expenses ......... -- -- --
----- ----- -----
EBIT .................................. $ 142 $ 98 $ 88
===== ===== =====
</TABLE>
In 1998, earnings before interest and taxes for Real Estate Operations
increased 44.9% compared to 1997, primarily as a result of increased project
and lake lot sales and a gain on land sales in the Jocassee Gorges region of
South Carolina. Earnings before interest and taxes for Real Estate Operations
increased 11.4% in 1997 over 1996, primarily due to gains associated with bulk
land sales in 1997.
Other Operations
Earnings before interest and taxes for Other Operations increased in 1998
compared to 1997, primarily as a result of the absence of $71 million of
non-recurring 1997 merger-related costs and the favorable resolution of certain
contingent items in 1998. The increase in earnings before interest and taxes
was partially offset by a 1997 gain on the sale of the ownership interest in
the Midland Cogeneration Venture.
Earnings before interest and taxes for Other Operations declined $82
million in 1997 compared to 1996. Contributing to the decrease were increased
merger-related expenses of $57 million in 1997 compared to 1996 and the 1997
amortization of goodwill associated with the purchase of the remaining 50%
ownership interest in the D/LD joint venture. This decline was partially offset
by the sale of the ownership interest in the Midland Cogeneration Venture in
1997.
Other Impacts on Earnings Available for Common Stockholders
Interest expense increased 8.9% in 1998 over 1997 due to higher average
debt balances outstanding. In 1997, interest expense decreased $27 million, or
5.4%, as compared to 1996 as a result of lower interest rates.
In 1998, minority interests increased $73 million compared to 1997. This
increase includes 1998 dividends for trust preferred securities, of which $350
million were issued in December 1997 and $600 million were issued in 1998. See
further discussion of the 1998 issuances of trust preferred securities in the
Liquidity and Capital Resources section of Management's Discussion and
Analysis. Excluding these dividends, minority interests relate primarily to the
trading and marketing joint venture with Mobil Corporation formed in August
1996.
In January 1998, TEPPCO Partners, L.P., in which a subsidiary of Duke
Energy has a 2% general partner interest and a 19.1% limited partner interest,
redeemed certain First Mortgage Notes. A non-cash extraordinary loss of $8
million, net of income tax of $5 million, was recorded related to costs of the
early retirement of that debt.
24
<PAGE>
On October 1, 1996, a subsidiary of Duke Energy redeemed its $150 million,
10% debentures and its $100 million, 10 1/8% debentures, both due 2011. A
non-cash extraordinary loss of $17 million, net of income tax of $10 million,
was recorded related to the unamortized discount on this early retirement of
debt.
In December 1997, Duke Energy redeemed four issues of preferred stock and
commenced a tender offer to purchase a portion of an additional six issues of
preferred stock. Premiums related to these redemptions were included in the
Consolidated Statements of Income in 1997 as Dividends and Premiums on
Redemptions of Preferred and Preference Stock.
LIQUIDITY AND CAPITAL RESOURCES
Operating Cash Flows. Assets and liabilities recorded in the Consolidated
Balance Sheets related to purchased capacity levelization and natural gas
transition cost recoveries and the related cash flow impacts are affected by
state and federal regulatory initiatives and specific agreements. For more
information on the purchased capacity levelization and the natural gas
transition cost recoveries, see Notes 5 and 4, respectively, to the
Consolidated Financial Statements.
On August 29, 1998, the FERC approved a settlement from Texas Eastern
Transmission Corporation (TETCO), a subsidiary of Duke Energy, which will
accelerate recovery of natural gas transition costs and reduce depreciation
expense to more appropriately reflect the estimated useful lives of its
facilities, principally interstate natural gas pipelines. The order was
effective October 1, 1998 and includes a rate moratorium until 2004. Cash flows
from operations are not expected to change for the first two years after
implementation due to the offsetting effect on customer rates of the reduced
depreciation expense and increased recovery of natural gas transition costs.
When the natural gas transition costs are fully recovered, cash flows from
operations are expected to decrease during 2001 through 2003 by an estimated
total of $270 million. For more information concerning the settlement, see Note
4 to the Consolidated Financial Statements.
Investing Cash Flows. Capital and investment expenditures were
approximately $2.5 billion in 1998 compared to approximately $2.0 billion in
1997. This increase was primarily due to business expansion by Global Asset
Development, which included Duke Energy Power Services' $501 million purchase
of three electric generating stations in California from PG&E and the
completion of the first phase of Bridgeport Energy, a $265 million,
520-megawatt combined cycle natural gas-fired merchant generation plant.
Business expansion for Natural Gas Transmission and Field Services also
contributed to the increase in capital and investment expenditures. The
increase was partially offset by decreased expenditures for Electric
Operations, primarily as a result of steam generator replacements at certain of
its nuclear plants in 1997, and by the acquisition of the remaining 50%
ownership of the D/LD joint venture in June 1997.
Capital and investment expenditures in 1997 included the acquisition of
the remaining 50% ownership interest in the D/LD joint venture for $247
million, which substantially represented goodwill, and Global Asset
Development's acquisition of an ownership interest in American Ref-Fuel Company
for $237 million. The increase in capital and investment expenditures in 1997
over 1996 also included increased Electric Operations construction costs,
primarily due to steam generator replacements at certain of its nuclear plants
and increased distribution line construction, and business expansion for the
Natural Gas Transmission segment. These increases were partially offset by the
1996 acquisition of certain assets from Mobil Corporation.
Duke Energy plans to maintain its regulated electric operations facilities
in the Carolinas and pursue business expansion as opportunities arise.
Projected 1999 capital and investment expenditures for Electric Operations,
including allowance for funds used during construction, are approximately $900
million. These projections include expenditures for existing plants, including
refurbishment and upgrades related to the Oconee Nuclear Station's application
for a 20-year renewal of its operating license. The license renewal process
could take three to five years to complete. All projections are subject to
periodic review and revisions. Actual expenditures incurred may vary from such
estimates due to various factors, including industry restructuring, weather,
economic growth, regulatory constraints and environmental regulation.
Projected 1999 capital and investment expenditures for Natural Gas
Transmission, including allowance for funds used during construction, are
approximately $400 million which do not include projections related to the
Midwest Pipelines which are expected to be sold in early 1999. These
projections include the completion of the Maritimes & Northeast Pipeline
project, which will deliver natural gas to markets in the Canadian Maritimes
provinces and the northeastern United States from a supply basin offshore Nova
Scotia. These projections also include other market expansion projects and
costs relating to existing assets.
Duke Energy plans to continue to significantly grow several of its
business segments: Field Services, Global Asset Development, Trading and
Marketing and Other Energy Services. Expansion opportunities for Field Services
include the planned $1.35 billion acquisition of the natural gas gathering,
processing, fractionation and NGL pipeline business of Union
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Pacific Resources along with its natural gas and NGL marketing activities. The
transaction is expected to close in the first half of 1999 and is contingent
upon completion of due diligence and receipt of clearances under the
Hart-Scott-Rodino Act.
Expansion opportunities for Global Asset Development's international
division, Duke Energy International, include the $315 million purchase of power
generation and transmission assets in western Australia and New Zealand,
including an ownership interest in a pipeline in western Australia. This
acquisition also includes a development proposal for a cogeneration plant and a
portfolio of international and Australian-based projects. This transaction
closed on January 22, 1999.
Also, Duke Energy International recently purchased the rights to develop
and operate the 500-mile Eastern Gas Pipeline project in eastern Australia.
Construction of this $270 million pipeline project is scheduled to begin in
July 1999 and completion is expected by the middle of 2000.
Expansion opportunities for Global Asset Development's domestic division,
Duke Energy Power Services, include the continuation of greenfield projects,
such as the Bridgeport Energy project and the Maine Independence Station, a
520-megawatt combined cycle natural gas-fired merchant generation plant in
Maine which is scheduled to begin producing power in the summer of 2000. Other
expansion opportunities include the Hidalgo project, a 510-megawatt power plant
to be built in south Texas, which is targeted to begin producing power in
mid-2000. Other similar initiatives in 1999 for both Duke Energy International
and Duke Energy Power Services will likely require significant capital and
investment expenditures, which will be subject to periodic review and revision
and may vary significantly depending on the value-added opportunities
presented.
Projected 1999 capital and investment expenditures for Trading and
Marketing, Other Energy Services and Real Estate Operations are approximately
$30 million, $90 million and $300 million, respectively. All projected capital
and investment expenditures are subject to periodic review and revision and may
vary significantly depending on acquisition opportunities, market volatility,
economic trends and the value-added opportunities presented.
In October 1998, Duke Energy, through its wholly owned subsidiaries,
PanEnergy and Texas Eastern Corporation, entered into an agreement to sell
Panhandle Eastern Pipe Line Company (PEPL), Trunkline Gas Company (Trunkline)
and additional storage related to those systems, which substantially comprise
the Midwest Pipelines, along with Trunkline LNG Company, to CMS Energy
Corporation. The sales price of $2.2 billion involves cash proceeds of $1.9
billion and the assumption of existing PEPL debt of approximately $300 million.
The sale is expected to close in early 1999 and will result in an after-tax
gain of approximately $700 million. The sale is contingent upon receipt of
clearances under the Hart-Scott-Rodino Act.
Financing Cash Flows. Duke Energy's consolidated capital structure at
December 31, 1998, including short-term debt, was 43.3% debt, 5.5% trust
preferred securities, 2.0% preferred stock and 49.2% common equity. Fixed
charges coverage, calculated using the Securities and Exchange Commission
method, was 4.7 times, 4.1 times and 4.3 times for 1998, 1997 and 1996,
respectively.
Duke Energy plans to continue to significantly grow several of its
business segments: Field Services, Trading and Marketing, Global Asset
Development and Other Energy Services. These growth opportunities, along with
dividends, debt repayments and operating and investing requirements, are
expected to be funded by cash from operations, external debt financing and the
proceeds from the sale of the Midwest Pipelines.
Securities Ratings
<TABLE>
<CAPTION>
Duke Energy Corporation S&P Moody's Fitch Duff & Phelps
<S> <C> <C> <C> <C>
First and Refunding Mortgage Bonds AA- Aa3 AA- AA
Senior Unsecured A A1 A+ AA-
Preferred Stock A a1 A+ A+
Trust Preferred Securities A a1 A+ A+
Commercial Paper A-1 P-1 F-1+ D-1+
</TABLE>
To maintain financial flexibility and reduce the amount of financing
needed for growth opportunities, Duke Energy's Board of Directors adopted a
dividend policy in June 1998 that targets 50% of earnings paid out in dividends
on common stock. Prior to the adoption of the policy, approximately 65% of
earnings were paid out in dividends. The Board of Directors intends to maintain
dividends at the current quarterly rate of $0.55 per share until the target
payout ratio is reached.
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In February 1998, Duke Energy completed its tender offer for a maximum of
50% of the outstanding shares of six of its preferred stock issues, purchasing
two million shares of its preferred stock for $180 million.
Duke Capital Corporation (Duke Capital) is a wholly owned subsidiary of
Duke Energy and serves as the parent for Duke Energy's business segments except
Electric Operations and certain other operations. In July 1998, Duke Capital
issued $400 million of Senior Unsecured Notes. Also, during 1998, Duke
Capital's business trusts, which are treated as indirect wholly owned
subsidiaries of Duke Energy for financial reporting purposes, issued $600
million of trust preferred securities. (See Note 12 to the Consolidated
Financial Statements.)
In December 1998, Duke Energy issued $300 million of Senior Unsecured
Notes. The proceeds, along with $200 million in commercial paper, were used to
redeem $500 million of First and Refunding Mortgage Bonds, which were called on
December 31, 1998. In January 1999, Duke Energy issued $200 million of Senior
Notes.
Under its commercial paper facilities, Duke Energy had the ability to
borrow up to $2.8 billion and $2.5 billion as of December 31, 1998 and 1997,
respectively. At December 31, 1998, the commercial paper facilities consisted
of $1.25 billion for Duke Energy and $1.55 billion for Duke Capital. At
December 31, 1997, the commercial paper facilities consisted of $1.25 billion
each for Duke Energy and Duke Capital. At December 31, 1998 and 1997, Duke
Energy's various bank credit facilities totaled approximately $2.9 billion and
$2.7 billion, respectively. At December 31, 1998, $1.9 billion was outstanding
under the commercial paper facilities and $100 million was outstanding under
the bank credit facilities.
As of December 31, 1998, Duke Energy and its subsidiaries, excluding PEPL,
had authority to issue up to $1.2 billion aggregate principal amount of debt
and other securities under shelf registrations filed with the Securities and
Exchange Commission. Such securities may be issued as First and Refunding
Mortgage Bonds, Senior Notes, Subordinated Notes or Preferred Stock. On January
27, 1999, Duke Capital filed a $1 billion shelf registration statement, which
was declared effective by the Securities and Exchange Commission on February
10, 1999.
Duke Energy used authorized but unissued shares of its common stock to
meet 1998 employee benefit plan contribution requirements instead of purchasing
shares on the open market. This practice is expected to be continued in 1999.
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Risk Policies. Duke Energy is exposed to market risks associated with
commodity prices, interest rates, equity prices and foreign exchange rates.
Comprehensive risk management policies have been established by the Corporate
Risk Management Committee (CRMC) to monitor and control these market risks. The
CRMC is chaired by the Chief Financial Officer and primarily comprises senior
executives. The CRMC has responsibility for overseeing all corporate energy
risk management and recommending energy financial exposure limits, as well as
responsibility for oversight of interest rate risk, foreign currency risk and
credit risk.
Interest Rate Risk. Duke Energy is exposed to risk resulting from changes
in interest rates as a result of its issuance of variable-rate debt, fixed-rate
debt and trust preferred securities, commercial paper and auction market
preferred stock, as well as fixed-to-floating interest rate swaps and interest
rate lock agreements. Duke Energy manages its interest rate exposure by
limiting its variable-rate and fixed-rate exposure to a certain percentage of
total capitalization, as set by policy, and by monitoring the effects of market
changes in interest rates. (See Notes 1, 7, 10, 12 and 13 to the Consolidated
Financial Statements.)
If market interest rates average 1% higher (lower) in 1999 than in 1998,
interest expense would increase (decrease), and earnings before income taxes
would decrease (increase) by approximately $23 million. Comparatively, had
interest rates averaged 1% higher (lower) in 1998 than in 1997, interest
expense would have increased (decreased), and earnings before income taxes
would have decreased (increased) by approximately $24 million. These amounts
were determined by considering the impact of the hypothetical interest rates on
the variable-rate securities outstanding as of December 31, 1998 and 1997. In
the event of a significant change in interest rates, management would likely
take actions to manage its exposure to the change. However, due to the
uncertainty of the specific actions that would be taken and their possible
effects, the sensitivity analysis assumes no changes in Duke Energy's financial
structure.
Commodity Price Risk. Duke Energy, substantially through its subsidiaries,
is exposed to the impact of market fluctuations in the price and transportation
costs of natural gas, electricity and petroleum products marketed. Duke Energy
employs established policies and procedures to manage its risks associated with
these market fluctuations using various commodity derivatives, including
futures, swaps and options. (See Notes 1 and 7 to the Consolidated Financial
Statements.) The risk in the commodity trading portfolio is measured on a daily
basis utilizing a Value-at-Risk model to determine the maximum potential
one-day favorable or unfavorable Daily Earnings at Risk (DER). The DER is
monitored in comparison
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to established thresholds. Other measures are also utilized to monitor the risk
in the commodity trading portfolio on a monthly and annual basis.
The DER computations are based on a historical simulation, which utilizes
price movements over a specified period to simulate forward price curves in the
energy markets to estimate the favorable or unfavorable impact of one-day's
price movement on the existing portfolio. The historical simulation emphasizes
the most recent market activity, which is considered the most relevant
predictor of future market movements for natural gas, electricity and petroleum
products. The DER computations utilize several key assumptions, including a 95%
confidence level for the resultant price movement and the holding period
specified for the calculation. Duke Energy's calculation includes commodity
derivative instruments and forwards held for trading purposes and excludes the
effects of embedded physical options in the trading portfolio. At December 31,
1998 and 1997, the estimated potential one-day favorable or unfavorable impact
on earnings before income taxes related to commodity instruments held for
trading purposes was approximately $10 million and $2 million, respectively.
During 1998, the average estimated potential one-day favorable or unfavorable
impact on earnings before income taxes related to commodity instruments held
for trading purposes was approximately $5 million. The increase in 1998
compared to 1997 is a result of an increase in the authorized energy financial
exposure limit, which was approved by the CRMC. Changes in markets inconsistent
with historical trends could cause actual results to exceed predicted limits.
Market risks associated with commodity derivatives held for purposes other than
trading were not material at December 31, 1998 and 1997.
Subsidiaries of Duke Energy are also exposed to market fluctuations in the
prices of NGLs related to their ongoing gathering and processing operating
activities. Duke Energy closely monitors the risks associated with NGL price
changes on its future operations, and where appropriate, uses crude oil and
natural gas commodity instruments to hedge NGL prices. If NGL prices averaged
one cent per gallon less in 1998, earnings before income taxes would have
decreased by approximately $8 million. Duke Energy generally does not maintain
a material inventory of NGLs or actively trade commodity derivatives related to
NGLs.
Equity Price Risk. Duke Energy maintains trust funds, as required by the
Nuclear Regulatory Commission, to fund certain costs of nuclear
decommissioning. (See Note 11 to the Consolidated Financial Statements.) As of
December 31, 1998 and 1997, these funds were invested primarily in domestic and
international equity securities, fixed-rate, fixed-income securities and cash
and cash equivalents. Management believes that its exposure to fluctuations in
equity prices or interest rates will not affect consolidated results of
operations. See further discussion in the Current Issues, Nuclear
Decommissioning Costs section of Management's Discussion and Analysis.
Foreign Operations Risk. Duke Energy is exposed to foreign currency risk,
sovereign risk and other foreign operations risks arising from equity
investments in international affiliates and businesses owned and operated in
foreign countries. At December 31, 1998 Duke Energy had more than $100 million
invested in Australia. Investments in other foreign countries were not material
at December 31, 1998 or 1997. In order to mitigate risks associated with
foreign currency fluctuations, the majority of contracts entered into by Duke
Energy or its affiliates are denominated in or indexed to the U.S. dollar or
may be hedged through issuance of debt denominated in the foreign currency.
Duke Energy also uses foreign currency swaps, where appropriate, to manage its
risk related to foreign currency fluctuations. Other exposures to foreign
currency risk, sovereign risk or other foreign operations risk are periodically
reviewed by management and were not material to consolidated results of
operations or financial position during 1998 or 1997.
CURRENT ISSUES
Operations Outlook. Duke Energy's business strategy is to develop regional
centers of energy assets involving gas, electric generation and marketing in
the United States and internationally. In the United States, Duke Energy is
aggressively investing in new pipelines and power plants in the Northeast, Gulf
Coast and West. Internationally, Duke Energy is focusing on opportunities in
Asia Pacific, South America and Europe.
Electric Operations is expected to grow moderately, consistent with
historical trends. Expansion will primarily result from continued economic
growth in its service territory. In 1997, as a result of the merger with
PanEnergy, Duke Energy signed various agreements with the NCUC, PSCSC and the
FERC capping base rates to retail and wholesale electric customers at existing
levels through 2000. In addition, Duke Energy signed agreements with the other
joint owners of the Catawba Nuclear Station providing for a cap on certain
rates charged under interconnection agreements. In response to these rate
agreements and competitive pressures, Electric Operations continues to strive
to maintain low costs and competitive
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<PAGE>
rates for its customers and to provide high quality customer service. Duke
Energy does not expect a negative impact as a result of such agreements on its
results of operations or financial position. (See further discussion in the
Electric Competition section below.)
The Northeast Pipelines are an essential part of Natural Gas
Transmission's strategy to advance projects that provide expanded services to
meet the specific needs of customers. The proposed sale of the Midwest
Pipelines allows Natural Gas Transmission to focus on regions, such as the
northeastern U.S., with increasing demand for gas. Northeast pipeline projects
will provide transportation from new supplies in both eastern and western
Canada in addition to traditional domestic supply basins.
Duke Energy plans to significantly grow several of its business segments:
Field Services, Trading and Marketing, Global Asset Development and Other
Energy Services. Deregulation of energy markets in the United States and abroad
is providing substantial opportunities for these segments to capitalize on
their broad capabilities. Field Services will expand through the purchase of
the natural gas gathering, processing, fractionation and NGL pipeline business
from Union Pacific Resources along with its natural gas and NGL marketing
activities.
Global Asset Development expects to continue strong growth through
acquisitions, construction of greenfield projects and expansion of existing
facilities as value-added opportunities present themselves. Duke Energy's
combination of assets and capabilities that span the energy value chain have
contributed to Global Asset Development's successful combination of natural gas
pipeline capabilities, power generation, energy marketing and other services.
This demonstrated domestic strategy is now being deployed internationally in
the Asia Pacific area and in South America. Other Energy Services seeks to grow
with types of services including comprehensive energy efficiencies in food,
textile and government facilities.
The strong real estate market in the Southeast continues to present
substantial growth opportunities for Real Estate Operations. In 1998, Real
Estate Operations initiated development of significant office and industrial
facilities in each of its established markets to capitalize on market
conditions.
While the proposed sale of the Midwest Pipelines will provide an
opportunity to deploy capital into areas of higher growth, Duke Energy expects
to experience some near-term earnings pressure as a result of the sale. Duke
Energy believes that its strategy of developing regional centers of energy
assets will return long-term growth and increase shareholder value. Duke Energy
continues to target long-term annual growth in earnings per share of eight to
ten percent.
Electric Competition. Wholesale Competition. The Energy Policy Act of 1992
(EPACT) and the FERC's subsequent rulemaking activities have established the
regulatory framework to open the wholesale energy market to competition. EPACT
amended provisions of the Public Utility Holding Company Act of 1935 and the
Federal Power Act to remove certain barriers to a competitive wholesale market.
EPACT permits utilities to participate in the development of independent
electric generating plants for sales to wholesale customers, and also permits
the FERC to order transmission access for third parties to transmission
facilities owned by another entity. It does not, however, permit the FERC to
issue an order requiring transmission access to retail customers. The FERC,
responsible in large measure for implementation of the EPACT, has moved
vigorously to implement its mandate, interpreting the statute broadly and
issuing orders for third-party transmission service and a number of rules of
general applicability, including Orders 888 and 889.
Open-access transmission for wholesale customers as defined by the FERC's
final rules provides energy suppliers, including Duke Energy, with
opportunities to sell and deliver capacity and energy at market-based prices.
Duke Energy and several of its non-regulated subsidiaries were granted
authority by the FERC to act as power marketers in 1995. In 1998, an additional
non-regulated subsidiary was granted power marketer authority. Electric
Operations obtained from the FERC open-access rule the rights to sell capacity
and energy at market-based rates from its own assets. Open access provides
another supply option through which Electric Operations can purchase at
attractive rates a portion of capacity and energy requirements resulting in
lower overall costs to customers. Open access also provides Electric
Operations' existing wholesale customers with competitive opportunities to seek
other suppliers for their capacity and energy requirements.
Wholesale sales represented approximately 11.3% of total gigawatt-hour
sales for Electric Operations in 1998. Supplemental power sales to the other
joint owners of Catawba Nuclear Station comprised the majority of wholesale
sales. Such supplemental power sales will continue to decline in 1999 as the
joint owners retain more capacity and energy from Catawba Nuclear Station or
purchase from a third party. (See Note 5 to the Consolidated Financial
Statements.)
Retail Competition. Currently, Electric Operations operates as a
vertically integrated, investor-owned utility with exclusive rights to supply
electricity in a franchised service territory -- a 20,000-square-mile service
territory in the Carolinas. In its retail business, the NCUC and the PSCSC
regulate Electric Operations' service and rates.
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Electric industry restructuring is being addressed in all 50 states and in
the District of Columbia which is resulting in changes in the industry. These
changes will likely impact all entities owning electric generating assets. The
NCUC and the PSCSC are studying the merits of restructuring the electric
utility industry in the Carolinas. Although the North Carolina and South
Carolina legislatures have not made a final decision on this matter,
initiatives are underway to determine whether it is in the best interests of
all parties to deregulate the electric industry.
In May 1997, North Carolina passed a bill that established a study
commission to examine whether competition should be implemented in the state.
The commission's report to the state General Assembly is expected to be
completed by early 2000. Duke Energy is a member of the study commission along
with other utility representatives, legislators, customers and a member of an
environmental group.
On February 3, 1998, the PSCSC presented its report to the South Carolina
House of Representatives on how to deregulate the electric industry. The report
leaves the final decisions to the General Assembly of South Carolina. The
Public Utility Subcommittee of the House of Representatives Committee on Labor,
Commerce and Industry has been conducting hearings regarding electric industry
restructuring during the past year.
Late in 1998, a task force was formed by the South Carolina Senate to
examine issues related to deregulation of the state's electric utility
business. This task force will prepare a report for review, discussion and
possible legislative action by the Senate Judiciary Committee and the General
Assembly as a whole.
Currently, the electric utility industry is predominantly regulated on a
basis designed to recover the cost of providing electric power to customers. If
cost-based regulation were to be discontinued in the industry for any reason,
including competitive pressure on the cost-based prices of electricity, profits
could be reduced and electric utilities might be required to reduce their asset
balances to reflect a market basis less than cost. Discontinuance of cost-based
regulation would also require affected utilities to write off their associated
regulatory assets. Duke Energy's regulatory assets are included in the
Consolidated Balance Sheets. The portion of these regulatory assets related to
Electric Operations is approximately $1.5 billion, including primarily
purchased capacity costs, debt expense and deferred taxes related to regulatory
assets. Currently, Duke Energy is recovering substantially all of these
regulatory assets through its wholesale and retail electric rates and would
attempt to continue to recover these assets during a transition to competition.
In addition, Duke Energy would seek to recover the costs of its electric
generating facilities in excess of the market price of power at the time of
transition.
Duke Energy supports a properly managed and orderly transition to
competitive generation and retail services in the electric industry. However,
transforming the current regulated industry into efficient, competitive
generation and retail electric markets is a complex undertaking, which will
require a carefully considered transition to a restructured electric industry.
The key to effective retail competition is fairness among customers, service
providers and investors. Duke Energy intends to work with customers,
legislators and regulators to address all the important issues. Management
cannot predict the potential impact, if any, of these competitive forces on
future consolidated results of operations or financial position.
Natural Gas Competition. Wholesale Competition. On July 29, 1998, the FERC
issued a Notice of Proposed Rulemaking (NOPR) on short-term natural gas
transportation services, which proposed an integrated package of revisions to
its regulations governing interstate natural gas pipelines. "Short term" has
been defined in the NOPR as all transactions of less than one year. Under the
proposed approach, cost-based regulation would be eliminated for short-term
transportation and replaced by regulatory policies intended to maximize
competition in the short-term transportation market, mitigate the ability of
companies to exercise residual monopoly power and provide opportunities for
greater flexibility providing pipeline services. The proposed changes include
initiatives to revise pipeline scheduling procedures, receipt and delivery
point policies and penalty policies, and require pipelines to auction
short-term capacity. Other proposed changes would improve the FERC's reporting
requirements, permit pipelines to negotiate rates and terms of services, and
revise certain rate and certificate policies that affect competition.
In conjunction with the NOPR, the FERC also issued a Notice of Inquiry
(NOI) on its pricing policies in the existing long-term market and pricing
policies for new capacity. The FERC seeks comments on whether its policies are
biased toward either short-term or long-term service, provide accurate price
signals and the right incentives for pipelines to provide optimal
transportation services and construct facilities that meet future demand and do
not result in over building and excess capacity. Comments on the NOPR and NOI
are due in April, 1999.
Because these notices are at a very early stage and ultimate resolution is
unknown, management cannot estimate the effects of these matters on future
consolidated results of operations or financial position.
Retail Competition. Duke Energy currently does not provide retail natural
gas service, but changes in regulation to allow retail competition could affect
Duke Energy's natural gas transportation contracts with local distribution
companies.
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Natural gas retail deregulation is in the very early stages of development and
management cannot estimate the effects of this matter on future consolidated
results of operations or financial position.
Nuclear Decommissioning Costs. Duke Energy's estimated site-specific
nuclear decommissioning costs total approximately $1.3 billion stated in 1994
dollars based on decommissioning studies completed in 1994. This estimate
includes the cost of decommissioning plant components not subject to
radioactive contamination. Duke Energy contributes to an external
decommissioning trust fund and maintains an internal reserve to fund these
costs.
The balance of the external funds as of December 31, 1998 and 1997, was
$580 million and $471 million, respectively. The balance of the internal reserve
as of December 31, 1998 and 1997, was $217 million and $211 million,
respectively, and is reflected in the as Accumulated Depreciation and
Amortization.
Both the NCUC and the PSCSC have granted Duke Energy recovery of estimated
decommissioning costs through retail rates over the expected remaining service
periods of its nuclear plants. Management believes that funding of the
decommissioning costs will not have a material adverse effect on consolidated
results of operations or financial position. (See Note 11 to the Consolidated
Financial Statements.)
As of December 31, 1998 and 1997, the external decommissioning trust fund
was invested primarily in domestic and international equity securities,
fixed-rate, fixed-income securities and cash and cash equivalents. Maintaining
a portfolio that includes long-term equity investments maximizes the returns to
be utilized to fund nuclear decommissioning, which in the long-term will better
correlate to inflationary increases in decommissioning costs. However, the
equity securities included in Duke Energy's portfolio are exposed to price
fluctuations in equity markets, and the fixed-rate, fixed-income securities are
exposed to changes in interest rates.
Duke Energy actively monitors its portfolio by benchmarking the
performance of its investments against certain indexes and by maintaining, and
periodically reviewing, established target allocation percentages of the assets
in its trusts. Because the accounting for nuclear decommissioning recognizes
that costs are recovered through the Electric Operations segment's rates,
fluctuations in equity prices or interest rates do not affect consolidated
results of operations.
Environmental. Duke Energy is subject to international, federal, state and
local regulations regarding air and water quality, hazardous and solid waste
disposal and other environmental matters.
Manufactured Gas Plants and Superfund Sites. Duke Energy was an operator
of manufactured gas plants until the early 1950s and has entered into a
cooperative effort with the State of North Carolina and other owners of certain
former manufactured gas plant sites to investigate and, where necessary,
remediate these contaminated sites. The State of South Carolina has expressed
interest in entering into a similar arrangement. Duke Energy is considered by
regulators to be a potentially responsible party and may be subject to future
liability at seven federal Superfund sites and three state Superfund sites.
While the cost of remediation of the remaining sites may be substantial, Duke
Energy will share in any liability associated with remediation of contamination
at such sites with other potentially responsible parties. Management believes
that resolution of these matters will not have a material adverse effect on
consolidated results of operations or financial position.
PCB (Polychlorinated Biphenyl) Assessment and Clean-up Programs. TETCO, a
wholly owned subsidiary of Duke Energy, is currently conducting PCB assessment
and clean-up programs at certain of its compressor station sites under
conditions stipulated by a U.S. Consent Decree. The programs include on- and
off-site assessment, installation of on-site source control equipment and
groundwater monitoring wells, and on- and off-site clean-up work. TETCO
completed the soil clean-up programs during 1998, subject to regulatory
approval. Groundwater monitoring activities will continue at several sites
beyond 1999.
In 1987, the Commonwealth of Kentucky instituted a suit in state court
against TETCO, alleging improper disposal of PCBs at TETCO's three compressor
station sites in Kentucky. This suit is still pending. In 1996, TETCO completed
clean-up of these sites under the U.S. Consent Decree.
Duke Energy has also identified environmental contamination at certain
sites on the PEPL and Trunkline systems and has undertaken clean-up programs at
these sites. The contamination resulted from the past use of lubricants
containing PCBs and the prior use of wastewater collection facilities and other
on-site disposal areas. Soil and sediment testing, to date, has detected no
significant off-site contamination. Duke Energy has communicated with the
Environmental Protection Agency (EPA) and appropriate state regulatory agencies
on these matters. Under the terms of the agreement with CMS Energy Corporation,
Duke Energy is obligated to complete the PEPL and Trunkline clean-up programs
at certain agreed-upon sites. These clean-up programs are expected to continue
until 2001.
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At December 31, 1998 and 1997, remaining estimated clean-up costs on the
TETCO, PEPL and Trunkline systems were accrued and included in the Consolidated
Balance Sheets as Environmental Clean-up Liabilities. These cost estimates
represent gross clean-up costs expected to be incurred, have not been
discounted or reduced by customer recoveries and generally do not include
fines, penalties or third-party claims. Costs expected to be recovered from
customers have been deferred and are included in the Consolidated Balance
Sheets as Environmental Clean-up Costs.
The federal and state clean-up programs are not expected to interrupt or
diminish Duke Energy's ability to deliver natural gas to customers. Based on
Duke Energy's experience to date and costs incurred for clean-up operations,
management believes the resolution of matters relating to the environmental
issues discussed above will not have a material adverse effect on consolidated
results of operations or financial position.
Air Quality Control. The Clean Air Act Amendments of 1990 require a
two-phase reduction by electric utilities in aggregate annual emissions of
sulfur dioxide and nitrogen oxide by 2000. Duke Energy currently meets all
requirements of Phase I. Duke Energy supports the national objective of
protecting air quality in the most cost-effective manner, and has already
reduced emissions by operating plants efficiently, using nuclear and
hydroelectric generation and implementing various compliance strategies. To
meet Phase II requirements by 2000, Duke Energy's current strategy includes
using low-sulfur coal, purchasing sulfur dioxide emission allowances and
installing low-nitrogen oxide burners and emission monitoring equipment.
Construction activities needed to comply with Phase II requirements are
substantially complete. Additional annual operating expenses of approximately
$25 million for low-sulfur coal premiums, emission allowance purchases and
other compliance activities will occur after 2000. This strategy is contingent
upon developments in future markets for emission allowances, low-sulfur coal,
future regulatory and legislative actions and advances in clean air
technologies.
In October 1998, the EPA issued a final ruling on regional ozone control
which requires revised State Implementation Plans for 22 eastern states and the
District of Columbia. This EPA ruling is being challenged in court by various
states, industry and other interests, including the states of North Carolina
and South Carolina and Duke Energy. Depending on the resolution of this matter,
costs to Duke Energy may range from approximately $100 million to $500 million.
In December 1997, the United Nations held negotiations in Kyoto, Japan to
determine how to achieve worldwide stabilization of greenhouse gas emissions,
including carbon dioxide emissions from fossil-fired generating facilities and
methane from natural gas operations. Further negotiations in November 1998 in
Buenos Aires, Argentina, resulted in a work plan to complete the operational
details of the Kyoto agreement by late 2000. Duke Energy is taking steps to
prepare for possible action on greenhouse gas emissions and has completed a
greenhouse gas emissions inventory. Implications of greenhouse gas emissions
are being integrated into planning processes. Because this matter is in the
early stages of discussion, management cannot estimate the effects on future
consolidated results of operations or financial position.
Litigation and Contingencies. For information concerning litigation and
other commitments and contingencies, see Note 14 to the Consolidated Financial
Statements.
Year 2000 Readiness Program. State of Readiness. Duke Energy initiated its
Year 2000 Readiness Program in 1996 and began a formal review of computer-based
systems and devices that are used in its business operations both domestically
and internationally. These systems and devices include customer information,
financial, materials management and personnel systems; as well as components of
natural gas production, gathering, processing and transmission, and electric
generation, distribution and transmission.
Duke Energy is using a three-phase approach to address year 2000 issues:
1) inventory and preliminary assessment of computer systems, equipment and
devices; 2) detailed assessment and remediation planning; and 3) conversion,
testing and contingency planning. Duke Energy is employing a combination of
systems repair and planned systems replacement activities to achieve year 2000
readiness for its business and process control systems, equipment and devices.
Duke Energy has substantially completed the first two phases throughout its
business operations, and is in various stages of the third and final phase.
Duke Energy's goal is to have its critical systems, equipment and devices year
2000 ready by mid-1999. Business acquisitions routinely involve an analysis of
year 2000 readiness and are incorporated into the overall program as necessary.
Duke Energy is actively evaluating and tracking year 2000 readiness of
external third parties with which it has a material relationship. Such third
parties include vendors, customers, U.S. governmental agencies, foreign
governments and agencies, and other business associates. While the year 2000
readiness of third parties cannot be controlled, Duke Energy is attempting to
assess the readiness of third parties and any potential implications to its
operations. Alternate suppliers of critical products, goods and services are
being identified, where necessary.
Costs. Management believes it is devoting the resources necessary to
achieve year 2000 readiness in a timely manner. Current estimates for total
costs of the program, including internal labor as well as incremental costs
such as consulting and
32
<PAGE>
contract costs, are approximately $65 million, of which approximately $41
million had been incurred as of December 31, 1998. These costs exclude
replacement systems that, in addition to being year 2000 ready, provide
significantly enhanced capabilities which will benefit operations in future
periods.
Risks. Management believes it has an effective program in place to manage
the risks associated with the year 2000 issue in a timely manner. Nevertheless,
since it is not possible to anticipate all future outcomes, especially when
third parties are involved, there could be circumstances in which Duke Energy
would temporarily be unable to deliver energy or energy services to its
customers. Management believes that the most reasonably likely worst case
scenario would be small, localized interruptions of service, which likely would
be rapidly restored. In addition, there could be a temporary reduction in
energy needs of customers due to their own year 2000 problems. In the event
that such a scenario occurs, it is not expected to have a material adverse
impact on consolidated results of operations or financial position.
Contingency Plans. Year 2000 contingency planning is currently underway to
assure continuity of business operations for all periods during which year 2000
impacts may occur. Duke Energy is participating in multiple industry efforts to
assure effective year 2000 contingency plans, and intends to complete its own
year 2000 contingency plans by mid-1999. These plans address various year 2000
risk scenarios that cross departmental, business unit and industry lines as
well as specific risks from various internal and external sources, including
supplier readiness.
Based on assessments completed to date and compliance plans in process,
management believes that year 2000 issues, including the cost of making
critical systems, equipment and devices ready, will not have a material adverse
effect on Duke Energy's business operation or consolidated results of
operations or financial position. Nevertheless, achieving year 2000 readiness
is subject to risks and uncertainties, including those described above. While
management believes the possibility is remote, if Duke Energy's internal
systems, or the internal systems of external parties, fail to achieve year 2000
readiness in a timely manner, Duke Energy's business, consolidated results of
operations or financial condition could be adversely affected.
New Accounting Standard. In September 1998, Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued. Duke Energy is required to adopt this standard
by January 1, 2000. SFAS No. 133 requires that all derivatives be recognized as
either assets or liabilities and measured at fair value, and it defines the
accounting for changes in the fair value of the derivatives depending on the
intended use of the derviative. Duke Energy is currently reviewing the expected
impact of SFAS No. 133 on consolidated results of operations and financial
position.
Subsequent Event. On February 18, 1999, Duke Energy announced its intent
to make a concurrent cash tender offer in Chilean pesos in Chile and the United
States for 51% of the outstanding shares of Endesa-Chile. The estimated total
cash outlay is approximately $2.1 billion based on current exchange rates. The
offer will be contingent upon, among other things, certain Endesa-Chile
shareholder approvals. If all approvals are obtained, the transactions are
expected to be completed during the second quarter of 1999. Endesa-Chile
controls and operates 10,247 megawatts of generating capacity in Argentina,
Brazil, Chile, Colombia and Peru.
Forward-Looking Statements. From time to time, Duke Energy may make
statements regarding its assumptions, projections, expectations, intentions or
beliefs about future events. These statements are intended as "forward-looking
statements" under the Private Securities Litigation Reform Act of 1995. Duke
Energy cautions that assumptions, projections, expectations, intentions or
beliefs about future events may and often do vary from actual results and the
differences between assumptions, projections, expectations, intentions or
beliefs and actual results can be material. Accordingly, there can be no
assurance that actual results will not differ materially from those expressed
or implied by the forward-looking statements. Factors that could cause actual
achievements and events to differ materially from those expressed or implied in
such forward-looking statements include state and federal legislative and
regulatory initiatives that affect cost and investment recovery, have an impact
on rate structures and affect the speed and degree to which competition enters
the electric and natural gas industries; industrial, commercial and residential
growth in the service territories of Duke Energy and its subsidiaries; the
weather and other natural phenomena; the timing and extent of changes in
commodity prices and interest rates; changes in environmental and other laws
and regulations to which Duke Energy and its subsidiaries are subject or other
external factors over which Duke Energy has no control; the results of
financing efforts; growth in opportunities for Duke Energy's business units;
achievement of year 2000 readiness; and the effect of accounting policies
issued periodically by accounting standard-setting bodies.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
See "Management's Discussion and Analysis of Results of Operations and
Financial Condition, Qualitative and Quantitative Disclosures About Market
Risk."
33
<PAGE>
Item 8. Financial Statements and Supplementary Data.
DUKE ENERGY CORPORATION
Consolidated Statements of Income
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------
1998 1997 1996
------------- ------------ ----------
In millions, except per share amounts
<S> <C> <C> <C>
Operating Revenues
Sales, trading and marketing of natural gas and petroleum products
(Notes 1 and 4) ............................................................... $ 7,854 $ 8,151 $ 5,848
Transportation and storage of natural gas (Notes 1 and 4) ...................... 1,450 1,504 1,523
Generation, transmission and distribution of electricity (Notes 1 and 4) ....... 4,586 4,334 4,436
Trading and marketing of electricity (Notes 1 and 4) ........................... 2,788 1,665 78
Other (Note 8) ................................................................. 932 655 417
------- -------- -------
Total operating revenues ..................................................... 17,610 16,309 12,302
------- -------- -------
Operating Expenses
Natural gas and petroleum products purchased (Note 1) .......................... 7,497 7,705 5,414
Fuel used in electric generation (Notes 1 and 11) .............................. 767 743 758
Net interchange and purchased power (Notes 1, 4 and 5) ......................... 2,916 1,960 457
Other operation and maintenance (Notes 4, 11 and 14) ........................... 2,738 2,721 2,383
Depreciation and amortization (Notes 1 and 5) .................................. 909 841 789
Property and other taxes ....................................................... 350 369 342
------- -------- -------
Total operating expenses ..................................................... 15,177 14,339 10,143
------- -------- -------
Operating Income ................................................................. 2,433 1,970 2,159
------- -------- -------
Other Income and Expenses
Deferred returns and allowance for funds used during construction (Note 1) ..... 88 109 105
Other, net ..................................................................... 126 29 30
------- -------- -------
Total other income and expenses .............................................. 214 138 135
------- -------- -------
Earnings Before Interest and Taxes ............................................... 2,647 2,108 2,294
Interest Expense (Notes 7 and 10) ................................................ 514 472 499
Minority Interests (Notes 2 and 12) .............................................. 96 23 6
------- -------- -------
Earnings Before Income Taxes ..................................................... 2,037 1,613 1,789
Income Taxes (Notes 1 and 6) ..................................................... 777 639 698
------- -------- -------
Income Before Extraordinary Item ................................................. 1,260 974 1,091
Extraordinary Loss, net of tax ................................................... (8) -- (17)
--------- -------- -------
Net Income ....................................................................... 1,252 974 1,074
-------- -------- -------
Dividends and Premiums on Redemptions of Preferred and Preference Stock
(Note 13) ...................................................................... 21 72 44
-------- -------- -------
Earnings Available for Common Stockholders ....................................... $ 1,231 $ 902 $ 1,030
======== ======== =======
Common Stock Data (Note 1)
Weighted average shares outstanding ............................................ 361 360 361
Earnings per share (before extraordinary item)
Basic ......................................................................... $ 3.43 $ 2.51 $ 2.90
Dilutive ...................................................................... $ 3.42 $ 2.50 $ 2.88
Earnings per share
Basic ......................................................................... $ 3.41 $ 2.51 $ 2.85
Dilutive ...................................................................... $ 3.40 $ 2.50 $ 2.83
Dividends per share ............................................................ $ 2.20 $ 1.90 $ 1.57
</TABLE>
See Notes to Consolidated Financial Statements
34
<PAGE>
DUKE ENERGY CORPORATION
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
1998 1997 1996
------------- ------------- -------------
In millions
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Income ......................................................................... $ 1,252 $ 974 $ 1,074
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ...................................................... 1,055 983 965
Deferred income taxes .............................................................. (35) 99 94
Purchased capacity levelization .................................................... 88 56 73
Transition cost (payments) recoveries, net ......................................... (28) (36) 91
(Increase) decrease in
Receivables ...................................................................... (18) (266) (646)
Inventory ........................................................................ (104) (7) 45
Other current assets ............................................................. (39) (18) 17
Increase (decrease) in
Accounts payable ................................................................. 72 239 577
Taxes accrued .................................................................... (6) 50 (11)
Interest accrued ................................................................. (2) (13) (18)
Other current liabilities ........................................................ 84 15 (10)
Other, net ......................................................................... 12 64 84
--------- --------- -------
Net cash provided by operating activities ........................................ 2,331 2,140 2,335
--------- --------- -------
Cash Flows from Investing Activities
Capital expenditures ............................................................... (2,159) (1,323) (1,394)
Investment expenditures ............................................................ (341) (705) (156)
Decommissioning, retirements and other ............................................. 24 34 (18)
--------- --------- -------
Net cash used in investing activities ............................................ (2,476) (1,994) (1,568)
--------- --------- -------
Cash Flows from Financing Activities
Proceeds from the issuance of
Long-term debt ................................................................... 1,357 1,618 363
Guaranteed preferred beneficial interests in subordinated notes of Duke Energy
Corporation or subsidiaries ..................................................... 581 339 --
Common stock and stock options ................................................... 176 15 12
Payments for the redemption of
Long-term debt ................................................................... (698) (869) (527)
Common stock ..................................................................... -- (25) (159)
Preferred and preference stock ................................................... (180) (224) --
Net change in notes payable and commercial paper ................................... (350) (290) 159
Dividends paid ..................................................................... (814) (726) (609)
Other .............................................................................. 6 (41) (12)
--------- --------- -------
Net cash provided by (used in) financing activities .............................. 78 (203) (773)
--------- --------- -------
Net decrease in cash and cash equivalents .......................................... (67) (57) (6)
Cash received from business acquisitions ........................................... 38 -- --
Cash and cash equivalents at beginning of year ..................................... 109 166 172
--------- --------- ---------
Cash and cash equivalents at end of year ........................................... $ 80 $ 109 $ 166
========= ========= =========
Supplemental Disclosures
Cash paid for interest, net of amount capitalized .................................. $ 490 $ 476 $ 493
Cash paid for income taxes ......................................................... $ 733 $ 470 $ 550
</TABLE>
See Notes to Consolidated Financial Statements
35
<PAGE>
DUKE ENERGY CORPORATION
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31,
-----------------------
1998 1997
----------- -----------
In millions
<S> <C> <C>
ASSETS
Current Assets (Note 1)
Cash and cash equivalents (Note 7) .................................. $ 80 $ 109
Receivables (Note 7) ................................................ 2,318 2,281
Inventory ........................................................... 543 440
Current portion of natural gas transition costs (Note 4) ............ 100 67
Current portion of purchased capacity costs (Note 5) ................ 99 76
Unrealized gains on mark to market transactions (Note 7) ............ 1,457 551
Other (Note 7) ...................................................... 228 161
-------- --------
Total current assets .............................................. 4,825 3,685
-------- --------
Investments and Other Assets
Investments in affiliates (Notes 8 and 14) .......................... 902 686
Nuclear decommissioning trust funds (Notes 7 and 11) ................ 580 471
Pre-funded pension costs (Note 17) .................................. 332 337
Goodwill, net (Notes 1, 2 and 6) .................................... 495 504
Notes receivable .................................................... 244 240
Unrealized gains on mark to market transactions (Notes 1 and 7) ..... 396 66
Other ............................................................... 283 144
-------- --------
Total investments and other assets ................................ 3,232 2,448
-------- --------
Property, Plant and Equipment (Notes 1, 5, 9, 10, 11 and 14)
Cost ................................................................ 27,128 25,448
Less accumulated depreciation and amortization ...................... 10,253 9,712
-------- --------
Net property, plant and equipment ................................. 16,875 15,736
-------- --------
Regulatory Assets and Deferred Debits (Note 1)
Purchased capacity costs (Note 5) ................................... 648 759
Debt expense ........................................................ 253 253
Regulatory asset related to income taxes ............................ 506 511
Natural gas transition costs (Note 4) ............................... 80 194
Environmental clean-up costs ........................................ 87 104
Other ............................................................... 300 339
-------- --------
Total regulatory assets and deferred debits ....................... 1,874 2,160
-------- --------
Total Assets ......................................................... $ 26,806 $ 24,029
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
36
<PAGE>
DUKE ENERGY CORPORATION
Consolidated Balance Sheets -- Continued
<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997
---------- ----------
In millions
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable ....................................................................... $ 1,754 $ 1,670
Notes payable and commercial paper (Notes 7 and 10) .................................... 209 170
Taxes accrued (Note 1) ................................................................. 119 125
Interest accrued ....................................................................... 109 111
Current maturities of long-term debt and preferred stock (Notes 10 and 13) ............. 707 77
Unrealized losses on mark to market transactions (Notes 1 and 7) ....................... 1,387 538
Other (Notes 1 and 14) ................................................................. 642 584
-------- --------
Total current liabilities ............................................................ 4,927 3,275
-------- --------
Long-term Debt (Notes 7 and 10) ......................................................... 6,272 6,530
-------- --------
Deferred Credits and Other Liabilities (Note 1)
Deferred income taxes (Note 6) ......................................................... 3,733 3,707
Investment tax credit (Note 6) ......................................................... 242 257
Nuclear decommissioning costs externally funded (Notes 7 and 11) ....................... 580 471
Natural gas transition liabilities (Note 4) ............................................ 4 78
Environmental clean-up liabilities (Note 14) ........................................... 148 158
Unrealized losses on mark to market transactions (Note 7) .............................. 362 50
Other .................................................................................. 903 967
-------- --------
Total deferred credits and other liabilities ......................................... 5,972 5,688
-------- --------
Minority Interests (Note 2) ............................................................. 253 168
-------- --------
Guaranteed Preferred Beneficial Interests in Subordinated
Notes of Duke Energy Corporation or Subsidiaries (Notes 7 and 12) ...................... 919 339
-------- --------
Preferred and Preference Stock (Notes 7 and 13)
Preferred and preference stock with sinking fund requirements .......................... 104 149
Preferred and preference stock without sinking fund requirements ....................... 209 340
-------- --------
Total preferred and preference stock ................................................. 313 489
-------- --------
Commitments and Contingencies (Notes 5, 11 and 14)
Common Stockholders' Equity (Notes 15 and 16)
Common stock, no par, 500 million shares authorized; 363.0 million and 359.8 million
shares outstanding at December 31, 1998 and 1997, respectively .......................... 4,449 4,284
Retained earnings ...................................................................... 3,701 3,256
-------- --------
Total common stockholders' equity .................................................... 8,150 7,540
-------- --------
Total Liabilities and Stockholders' Equity .............................................. $ 26,806 $ 24,029
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
37
<PAGE>
DUKE ENERGY CORPORATION
Consolidated Statements of Common Stockholders' Equity
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------
1998 1997 1996
---------- ------------- ----------
In millions
<S> <C> <C> <C>
Common Stock
Balance at beginning of year ......................... $ 4,284 $ 4,289 $ 4,297
Stock repurchased (Note 15) .......................... -- -- (31)
Dividend reinvestment and employee benefits .......... 165 (9) 23
Other capital stock transactions, net ................ -- 4 --
------- -------- -------
Balance at end of year ............................. 4,449 4,284 4,289
------- -------- -------
Retained Earnings
Balance at beginning of year ......................... 3,256 3,052 2,716
Net income ........................................... 1,252 974 1,074
Common stock dividends ............................... (794) (682) (566)
Preferred and preference stock dividends and premiums
on redemptions (Note 13) ........................... (21) (72) (44)
Other capital stock transactions, net ................ 8 (16) (128)
------- -------- -------
Balance at end of year ............................. 3,701 3,256 3,052
------- -------- -------
Total Common Stockholders' Equity ..................... $ 8,150 $ 7,540 $ 7,341
======= ======== =======
</TABLE>
See Notes to Consolidated Financial Statements
38
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements
For the Years Ended December 31, 1998, 1997 and 1996
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation. The consolidated financial statements include the accounts
of all of Duke Energy Corporation's majority-owned subsidiaries after the
elimination of significant intercompany transactions and balances. Investments
in other entities that are not controlled by Duke Energy Corporation, but where
it has significant influence over operations, are accounted for using the
equity method.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Although these estimates are based on management's
knowledge of current and expected future events, actual results could differ
from those estimates.
"Duke Energy" is used from time to time herein as a collective reference
to Duke Energy Corporation and its subsidiaries.
Cash and Cash Equivalents. All liquid investments with maturities at date
of purchase of three months or less are considered cash equivalents.
Inventory. Inventory consists primarily of materials and supplies, gas
held for transmission, processing and sales commitments and coal held for
electric generation. Inventory is recorded at the lower of cost or market,
primarily using the average cost method.
Commodity Derivatives. Duke Energy, primarily through its subsidiaries,
manages its exposure to risk from existing contractual commitments and provides
risk management services to its customers and suppliers through forward
contracts, futures, over-the-counter swap agreements and options.
Commodity derivatives and certain forward contracts utilized for trading
purposes are accounted for using the mark-to-market method. Under this
methodology, these instruments are adjusted to market value, and the gains and
losses are recognized in current period income and are included in the
Consolidated Statements of Income as Natural Gas and Petroleum Products
Purchased or Net Interchange and Purchased Power. Unrealized gains and losses
are recorded in the Consolidated Balance Sheets as Unrealized Gains or Losses
on Mark to Market Transactions.
Futures, over-the-counter swap agreements and options are also utilized for
non-trading purposes to hedge the impact of market fluctuations in the price and
transportation costs of natural gas, electricity and other energy-related
products. In order to qualify as a hedge, the price movements in the commodity
derivatives must be highly correlated with the underlying hedged commodity.
Under the deferral method of accounting, gains and losses related to commodity
derivatives which qualify as hedges of commodity commitments are recognized in
income when the underlying hedged physical transaction closes and are included
in the Consolidated Statements of Income as Natural Gas and Petroleum Products
Purchased or Net Interchange and Purchased Power. Deferred gains and losses
related to such instruments are reported in the Consolidated Balance Sheets as
Current Assets or Liabilities until recognized in income. If the commodity
derivative is no longer sufficiently correlated to the underlying commodity, or
if the underlying commodity transaction closes earlier than anticipated, the
deferred gains or losses are recognized in income.
Derivative Financial Instruments. Duke Energy uses interest rate swaps,
accounted for under the accrual method, to manage the interest rate
characteristics associated with outstanding debt. Interest rate differentials
to be paid or received as interest rates change are accrued and recognized as
an adjustment to interest expense. The amount accrued as either a payable to or
receivable from counterparties is included in the Consolidated Balance Sheets
as Regulatory Assets and Deferred Debits.
Duke Energy also utilizes interest rate lock agreements to hedge interest
rate risk associated with new debt issuances. Under the deferral method of
accounting, gains or losses on such agreements, when settled, are deferred in
the Consolidated Balance Sheets as Long-term Debt and are amortized in the
Consolidated Statements of Income as an adjustment to interest expense.
39
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
Duke Energy enters into foreign currency swap agreements to manage foreign
currency risks associated with energy contracts denominated in foreign
currencies. These agreements are accounted for under the mark-to-market method.
See previous discussion of the mark-to-market method in the Commodity
Derivatives section.
Goodwill Amortization. Goodwill related to the purchases of Duke/Louis
Dreyfus, L.L.C. (D/LD), Texas Eastern Corporation (TEC) and other natural gas
gathering, transmission and processing facilities and engineering consulting
businesses is amortized on a straight-line basis over 10 years, 40 years and 15
years, respectively. See Note 2 for a description of the D/LD acquisition.
Goodwill recorded as of December 31, 1998 and 1997 related to the 1989 TEC
acquisition was $245 million. Accumulated amortization of goodwill at December
31, 1998 and 1997 was $166 million and $124 million, respectively.
Property, Plant and Equipment. Property, plant and equipment are stated at
original cost. Duke Energy capitalizes all construction-related direct labor
and material costs, as well as indirect construction costs. Indirect costs
include general engineering, taxes and the cost of money. The cost of renewals
and betterments that extend the useful life of property, plant and equipment is
also capitalized. The cost of repairs and replacements is charged to expense as
incurred. Depreciation is generally computed using the straight-line method.
The composite weighted-average depreciation rates, excluding nuclear fuel, were
3.82%, 3.67% and 3.77% for 1998, 1997 and 1996, respectively.
When property, plant and equipment maintained by Duke Energy's regulated
operations are retired, the original cost plus the cost of retirement, less
salvage, is charged to accumulated depreciation and amortization. When entire
regulated operating units are sold or non-regulated properties are retired or
sold, the property and related accumulated depreciation and amortization
accounts are reduced, and any gain or loss is recorded in income, unless
otherwise required by the Federal Energy Regulatory Commission (FERC).
Impairment of Long-Lived Assets. The recoverability of long-lived assets
and intangible assets are reviewed whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. Such
evaluation is based on various analyses, including undiscounted cash flow
projections.
Unamortized Debt Premium, Discount and Expense. Premiums, discounts and
expenses incurred in connection with the issuance of presently outstanding
long-term debt are amortized over the terms of the respective issues. Any call
premiums or unamortized expenses associated with refinancing higher-cost debt
obligations used to finance regulated assets and operations are amortized
consistent with regulatory treatment of those items.
Environmental Expenditures. Environmental expenditures that relate to an
existing condition caused by past operations and do not contribute to current
or future revenue generation are expensed. Environmental expenditures relating
to current or future revenues are expensed or capitalized as appropriate.
Liabilities are recorded when environmental assessments and/or clean-ups are
probable and the costs can be reasonably estimated. Certain of these
environmental assessments and clean-up costs are expected to be recovered from
Natural Gas Transmission customers and have, therefore, been deferred and are
included in the Consolidated Balance Sheets as Environmental Clean-up Costs.
Cost-Based Regulation. Duke Energy's regulated operations are subject to
the provisions of Statement of Financial Accounting Standards (SFAS) No. 71,
"Accounting for the Effects of Certain Types of Regulation." Accordingly,
certain assets and liabilities that result from the regulated ratemaking
process are recorded that would not be recorded under generally accepted
accounting principles for non-regulated entities. These regulatory assets and
liabilities are classified in the Consolidated Balance Sheets as Regulatory
Assets and Deferred Debits and Deferred Credits and Other Liabilities,
respectively. The applicability of SFAS No. 71 is routinely evaluated, and
factors such as regulatory changes and the impact of competition are
considered. Discontinuing cost-based regulation or increasing competition might
require companies to reduce their asset balances to reflect a market basis less
than cost and to write off their associated regulatory assets. Management
cannot predict the potential impact, if any, of discontinuing cost-based
regulation or increasing competition on future financial position or results of
operations. However, Duke Energy continues to position itself to effectively
meet these challenges by maintaining competitive prices.
Common Stock Options. The intrinsic value method of accounting is used for
common stock options issued to employees.
40
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
Revenues. Revenues on sales of electricity and transportation and storage
of natural gas are recognized as service is provided. Revenues on sales of
natural gas and petroleum products are recognized in the period of delivery.
Receivables on the Consolidated Balance Sheets included $193 million and $232
million as of December 31, 1998 and 1997, respectively, for electric service
that has been provided but not yet billed to customers. When rate cases are
pending final approval, a portion of the revenues is subject to possible
refund. Reserves have been established where required for such cases.
Nuclear Fuel. Amortization of nuclear fuel is included in the Consolidated
Statements of Income as Fuel Used in Electric Generation. The amortization is
recorded using the units-of-production method.
Deferred Returns and Allowance for Funds Used During Construction (AFUDC).
Deferred returns represent the estimated financing costs associated with
funding certain regulatory assets. These regulatory assets primarily arose from
the funding of purchased capacity costs above levels collected in rates.
Deferred returns are non-cash items and are primarily recognized as an addition
to Purchased Capacity Costs with an offsetting credit to Other Income and
Expenses.
AFUDC represents the estimated debt and equity costs of capital funds
necessary to finance the construction of new regulated facilities. AFUDC is a
non-cash item and is recognized as a cost of Property, Plant and Equipment,
with offsetting credits to Other Income and Expenses and to Interest Expense.
After construction is completed, Duke Energy is permitted to recover these
costs, including a fair return, through their inclusion in rate base and in the
provision for depreciation.
Rates used for capitalization of deferred returns and AFUDC by Duke
Energy's regulated operations are calculated in compliance with FERC rules.
Income Taxes. Duke Energy and its subsidiaries file a consolidated federal
income tax return. Deferred income taxes have been provided for temporary
differences. Temporary differences occur when events and transactions
recognized for financial reporting result in taxable or tax-deductible amounts
in different periods. Investment tax credits have been deferred and are being
amortized over the estimated useful lives of the related properties.
Earnings Per Common Share. Basic earnings per share is based on a simple
weighted average of common shares outstanding. Dilutive earnings per share
reflects the potential dilution that could occur if securities or other
agreements to issue common stock, such as stock options, were exercised or
converted into common stock. The numerator for the calculation of basic and
dilutive earnings per share is earnings available for common stockholders.
Denominator for Earnings per Share
<TABLE>
<CAPTION>
1998 1997 1996
------ ------ -----
In millions
<S> <C> <C> <C>
Denominator for basic earnings per share
(weighted average shares outstanding) .............. 361 360 361
Assumed exercise of dilutive stock options .......... 1 2 2
--- --- ---
Denominator for dilutive earnings per share ......... 362 362 363
=== === ===
</TABLE>
Extraordinary Items. In January 1998, TEPPCO Partners, L.P. (TEPPCO), in
which a subsidiary of Duke Energy has a 2% general partner interest and a 19.1%
limited partner interest, redeemed certain First Mortgage Notes. A non-cash
extraordinary loss of $8 million, net of income tax of $5 million, was recorded
related to costs of the early retirement of debt. Earnings per common share for
1998 were reduced by $0.02 as a result of this charge.
On October 1, 1996, Texas Eastern Transmission Corporation (TETCO), a
subsidiary of Duke Energy, redeemed $150 million, 10% debentures and $100
million, 10 1/8% debentures due 2011. TETCO recorded a non-cash extraordinary
item of $17 million, net of income tax of $10 million, related to the
unamortized discount on this early retirement of debt. Earnings per common
share for 1996 were reduced $0.05 as a result of this charge.
Reclassifications. Certain amounts have been reclassified in the
Consolidated Financial Statements to conform to the current presentation.
41
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
New Accounting Standard. In September 1998, SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," was issued. Duke Energy is
required to adopt this standard by January 1, 2000. SFAS No. 133 requires that
all derivatives be recognized as either assets or liabilities and measured at
fair value, and it defines the accounting for changes in the fair value of the
derivatives depending on the intended use of the derivative. Duke Energy is
currently reviewing the expected impact of SFAS No. 133 on consolidated results
of operations and financial position.
NOTE 2. BUSINESS COMBINATIONS
PanEnergy Corp (PanEnergy). On June 18, 1997, Duke Power Company (Duke
Power) changed its name to Duke Energy Corporation and completed a
stock-for-stock merger with PanEnergy (the merger). PanEnergy was involved in
the gathering, processing, transportation and storage of natural gas; the
production of natural gas liquids (NGL); and the marketing of natural gas,
electricity and other energy-related products. Pursuant to the merger
agreement, Duke Energy issued 158.3 million shares of its common stock in
exchange for all of the outstanding common stock of PanEnergy. Accordingly,
each share of PanEnergy common stock outstanding was converted into the right
to receive 1.0444 shares of Duke Energy's common stock. In addition, each
outstanding option to purchase PanEnergy common stock became an option to
purchase common stock of Duke Energy, adjusted accordingly. The merger was
accounted for as a pooling of interests; therefore, the Consolidated Financial
Statements and other financial information included in this Annual Report for
periods prior to the merger include the combined historical financial results
of Duke Power and PanEnergy.
Operating revenues and net income previously reported by the separate
companies and the combined amounts presented in the accompanying Consolidated
Statements of Income are as follows:
<TABLE>
<CAPTION>
Year Ended December 31, 1996
--------------------------------------------------
Duke Power PanEnergy Adjustments Combined
------------ ----------- ------------- -----------
In millions
<S> <C> <C> <C> <C>
Operating revenues ................... $ 4,758 $ 7,505 $ 39 $ 12,302
Income before extraordinary item ..... $ 730 $ 361 -- $ 1,091
Net income ........................... $ 730 $ 344 -- $ 1,074
</TABLE>
The adjustment to operating revenues is a reclassification of PanEnergy's
equity in earnings of unconsolidated affiliates from other income to revenues
to be consistent with Duke Energy's financial statement presentation.
Duke/Louis Dreyfus, L.L.C. On June 17, 1997, a wholly owned subsidiary of
Duke Energy acquired the remaining 50% ownership interest in D/LD from
affiliates of Louis Dreyfus Corp. for $247 million. D/LD markets electric
power, natural gas and energy-related services to utilities, municipalities and
other large energy users in North America. The acquisition was accounted for by
the purchase method, and the assets and liabilities and results of operations
of D/LD have been consolidated in Duke Energy's financial statements since the
date of purchase. The purchase price substantially represents goodwill.
Duke/UAE L.L.C. During December 1997, a wholly owned subsidiary of Duke
Energy formed a joint venture with UAE Ref-Fuel L.L.C. (UAE), a wholly owned
subsidiary of United American Energy Corp. Duke Energy owns a 65% interest in
the joint venture, with UAE owning a 35% minority interest. The joint venture
acquired a 50% ownership interest in American Ref-Fuel Company, a
waste-to-energy firm with operations primarily in New York and New Jersey.
Thus, Duke Energy has an indirect 32.5% ownership interest in American Ref-Fuel
Company and provided $237 million of investment and financing to the venture.
Duke Energy Trading and Marketing, L.L.C. On August 1, 1996, a wholly owned
subsidiary of Duke Energy formed a natural gas and power marketing joint venture
with Mobil Corporation affiliates. The marketing company conducts business as
Duke Energy Trading and Marketing, L.L.C. in the United States and as Duke
Energy Marketing L.P. in Canada. Duke Energy operates the joint venture and owns
a 60% interest, with Mobil Corporation owning a 40% minority interest.
42
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 3. BUSINESS SEGMENTS
Duke Energy is an integrated energy and energy services provider with the
ability to offer physical delivery and management of both electricity and
natural gas throughout the United States and abroad. Duke Energy provides these
and other services through seven business segments:
o Electric Operations
o Natural Gas Transmission
o Field Services
o Trading and Marketing
o Global Asset Development
o Other Energy Services
o Real Estate Operations
These segments were defined as a result of Duke Energy adopting SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information."
Electric Operations generates, transmits, distributes and sells electric
energy in central and western North Carolina and the western portion of South
Carolina (doing business as Duke Power or Nantahala Power and Light). These
electric operations are subject to the rules and regulations of the FERC, the
North Carolina Utilities Commission (NCUC) and the Public Service Commission of
South Carolina (PSCSC).
Natural Gas Transmission, through its Northeast Pipelines, provides
interstate transportation and storage of natural gas for customers primarily in
the Mid-Atlantic and New England states. Until the expected sale of the Midwest
Pipelines in early 1999, Natural Gas Transmission also provides interstate
transportation and storage services in the midwest states. See further
discussion of the proposed sale of the Midwest Pipelines in Note 14 to the
Consolidated Financial Statements. The interstate natural gas transmission and
storage operations are also subject to the rules and regulations of the FERC.
Field Services gathers, processes, transports and markets natural gas and
produces and markets NGLs. Field Services operates gathering systems in ten
states that serve major gas-producing regions in the Rocky Mountain, Permian
Basin, Mid-Continent and Gulf Coast areas.
Trading and Marketing markets natural gas, electricity and other
energy-related products across North America. Duke Energy owns a 60% interest
in Trading and Marketing's operations, with Mobil Corporation owning a 40%
minority interest.
Global Asset Development develops, owns and operates energy-related
facilities worldwide. Global Asset Development conducts its operations
primarily through Duke Energy Power Services, LLC (Duke Energy Power Services)
and Duke Energy International, LLC (Duke Energy International).
Other Energy Services provides engineering, consulting, construction and
integrated energy solutions worldwide, primarily through Duke Engineering &
Services, Inc., Duke/Fluor Daniel and DukeSolutions, Inc.
Real Estate Operations conducts its business through Crescent Resources,
Inc., which develops high quality commercial and residential real estate
projects and manages forest holdings in the southeastern United States.
43
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 3. BUSINESS SEGMENTS -- Continued
Business Segment Data
<TABLE>
<CAPTION>
Depreciation Capital and
Unaffiliated Intersegment Total and Invesment Segment
Revenues Revenues Revenues EBIT Amortization Expenditures Assets
-------------- -------------- ----------- ----------- -------------- -------------- -----------
In millions
<S> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1998
Electric Operations ............ $ 4,626 $ -- $ 4,626 $ 1,513 $ 522 $ 586 $ 13,073
Natural Gas Transmission ....... 1,426 102 1,528 702 215 290 4,996
Field Services ................. 2,094 545 2,639 76 80 304 1,893
Trading and Marketing .......... 8,614 171 8,785 122 11 8 3,233
Global Asset Development ....... 237 82 319 80 31 1,027 2,061
Other Energy Services .......... 436 85 521 10 12 41 376
Real Estate Operations ......... 181 -- 181 142 6 217 724
Other Operations ............... (4) 26 22 2 32 27 848
Eliminations ................... -- (1,011) (1,011) -- -- -- (398)
--------- -------- -------- ------- ----- ------- --------
Total Consolidated ............. $ 17,610 $ -- $ 17,610 $ 2,647 $ 909 $ 2,500 $ 26,806
========= ======== ======== ======= ===== ======= ========
Year Ended December 31, 1997
Electric Operations ............ $ 4,401 $ -- $ 4,401 $ 1,282 $ 498 $ 743 $ 12,958
Natural Gas Transmission ....... 1,468 104 1,572 624 229 247 5,059
Field Services ................. 2,481 574 3,055 157 71 157 1,855
Trading and Marketing .......... 7,411 78 7,489 44 7 18 1,857
Global Asset Development ....... 109 14 123 5 9 348 988
Other Energy Services .......... 343 33 376 18 6 47 223
Real Estate Operations ......... 124 -- 124 98 4 223 594
Other Operations ............... (28) -- (28) (120) 17 245 941
Eliminations ................... -- (803) (803) -- -- -- (446)
--------- -------- -------- ------- ----- ------- --------
Total Consolidated ............. $ 16,309 $ -- $ 16,309 $ 2,108 $ 841 $ 2,028 $ 24,029
========= ======== ======== ======= ===== ======= ========
Year Ended December 31, 1996
Electric Operations ............ $ 4,498 $ -- $ 4,498 $ 1,419 $ 481 $ 610 $ 12,625
Natural Gas Transmission ....... 1,470 86 1,556 595 228 194 5,186
Field Services ................. 2,216 421 2,637 152 59 531 1,709
Trading and Marketing .......... 3,773 41 3,814 58 4 7 1,404
Global Asset Development ....... 65 7 72 -- 7 35 522
Other Energy Services .......... 183 21 204 20 3 39 130
Real Estate Operations ......... 114 -- 114 88 4 115 446
Other Operations ............... (17) -- (17) (38) 3 19 727
Eliminations ................... -- (576) (576) -- -- -- (383)
--------- -------- -------- ------- ----- ------- --------
Total Consolidated ............. $ 12,302 $ -- $ 12,302 $ 2,294 $ 789 $ 1,550 $ 22,366
========= ======== ======== ======= ===== ======= ========
</TABLE>
Duke Energy's reportable segments are strategic business units that offer
different products and services and are each managed separately. Management
evaluates segment performance based on earnings before interest and taxes
(EBIT). Segment earnings before interest and taxes, presented in the
accompanying table, includes intersegment sales accounted for at prices
representative of unaffiliated party transactions. Segment assets are provided
as additional information in the accompanying table and are net of intercompany
advances, intercompany notes receivable and investments in subsidiaries.
Other Operations primarily includes communication services, water services
and certain unallocated corporate costs.
44
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 4. REGULATORY MATTERS
Electric Operations. The NCUC and the PSCSC approve rates for retail
electric sales within their respective states. The FERC approves Electric
Operations' rates for electric sales to wholesale customers. Electric sales to
the other joint owners of the Catawba Nuclear Station, which represent a
substantial majority of Electric Operations' electric wholesale revenues, are
set through contractual agreements.
In 1997, in conjunction with the merger, Duke Energy agreed to cap the
base electric rates for retail customers at existing levels through 2000, with
very limited exceptions. Duke Energy also agreed to freeze rates, except for
the market-based rates, for transmission and wholesale electric sales. In
addition, Duke Energy agreed to a cap on the rates charged to the other joint
owners of Catawba Nuclear Station under the interconnection agreements and on
the reimbursement of certain costs related to administration and general
expenses and general plant costs under operation and fuel agreements.
Management believes that these agreements will not have a material adverse
effect on consolidated results of operations or financial position.
Fuel costs are reviewed semiannually in the wholesale jurisdiction and
annually in the South Carolina retail jurisdiction, with provisions for
reviewing such costs in base rates. In the North Carolina retail jurisdiction,
a review of fuel costs in rates is required annually and during general rate
case proceedings. All jurisdictions allow Duke Energy to adjust electric rates
for past over- or under-recovery of fuel costs. Therefore, the difference
between actual fuel costs incurred for electric operations and fuel costs
recovered through rates is reflected in revenues. The stipulation agreements
related to the merger do not apply to the fuel cost adjustments.
The PSCSC, on May 7, 1996, ordered a rate reduction in the form of a
decrement rider of 0.432 cents per kilowatt-hour, or an average of
approximately 8%, affecting South Carolina retail customers. South Carolina
retail sales represent approximately 30% of Electric Operations' total
regulated electric sales. The rate reduction was reflected on bills rendered on
or after June 1, 1996. This net decrement rider reflects an interim true-up
decrement adjustment associated with the levelization of Catawba Nuclear
Station purchased capacity costs and an interim true-up increment associated
with amortization of the demand-side management deferral account. The rate
adjustment was made, in part, because cumulative levelized revenues associated
with the recovery of Catawba Nuclear Station purchased capacity costs had
exceeded purchased capacity payments and associated deferred returns.
Certain of Electric Operations' electric wholesale customers, excluding
the other Catawba Nuclear Station joint owners, initiated proceedings in 1995
before the FERC concerning rate related matters. Duke Energy and nine of its
eleven wholesale customers entered into a settlement in July 1996 which reduced
the customers' electric rates by approximately 9% and renewed their contracts
with Duke Energy through 2000. Both of the customers that did not enter into
the settlement signed agreements and began purchasing electricity from other
suppliers in 1997. Early in 1998, Duke Energy reached agreements, which were
approved by the FERC in September 1998, with both of these former customers to
recover the stranded costs incurred to serve these customers. Management
believes that these agreements will not have a material adverse impact on
consolidated results of operations or financial position.
In December 1997, Duke Energy filed applications with the FERC, NCUC and
PSCSC for authority to combine Nantahala Power and Light (a wholly owned
subsidiary) and Duke Power. Duke Energy received the necessary approvals in
June, April and February 1998, respectively. Nantahala Power and Light began
operations as a division of Duke Power effective August 3, 1998.
Natural Gas Transmission. Duke Energy's interstate natural gas pipelines
primarily provide transportation and storage services pursuant to FERC Order
636. Order 636 allows pipelines to recover eligible costs resulting from
implementation of the order (transition costs). In 1994, the FERC approved
TETCO's settlement resolving regulatory issues related primarily to Order 636
transition costs and a number of other issues related to services prior to
Order 636. Under the 1994 settlement, TETCO's liability for transition costs
was estimated based on the amount of producers' natural gas reserves and other
factors. This settlement provided for the recovery of certain of these
transition costs from customers through volumetric and reservation charges. In
1995, based upon producers' discoveries of additional natural gas reserves,
TETCO increased the estimated liabilities for transition costs by $126 million,
increased regulatory assets by $86 million for amounts expected to be collected
from customers and recognized a $40 million charge to operating expenses ($26
million after tax). In 1998, TETCO favorably resolved all remaining gas
purchase contracts, recognizing $39 million of income ($24 million after tax).
45
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 4. REGULATORY MATTERS -- Continued
On August 29, 1998, the FERC approved a settlement filed by TETCO, which
accelerates recovery of natural gas transition costs and reduces depreciation
expense to more appropriately reflect the estimated useful lives of its
facilities, principally interstate natural gas pipelines. Prior to the
settlement, Duke Energy reviewed the condition of its natural gas pipeline
facilities and current maintenance practices, and concluded that extension of
the useful lives was appropriate. These facilities have a book value of
approximately $1.8 billion, net of accumulated depreciation of $2.6 billion.
The new weighted average rate of depreciation for storage and transportation
plant is approximately 1.25%. Implementation of the settlement began October 1,
1998, and a rate moratorium will be in effect until 2004. The settlement
reduces customer rates as a result of the reduced depreciation expense offset
through 2001 by the accelerated recovery of natural gas transition costs. The
settlement is not expected to have a material effect on the net results of
operations or financial position of Duke Energy.
GLOBAL ASSET DEVELOPMENT. Two California electric generating plants, Moss
Landing and Oakland, sell electricity under the terms of Reliability Must Run
(RMR) Agreements with the California Independent System Operator (ISO), which
purchases electricity at FERC regulated rates. Duke Energy has not received
final approval from the FERC with respect to the electric rates charged by the
two plants, and, therefore, the rates are subject to partial refund. Management
believes that the final resolution of this matter will not have a material
adverse effect on consolidated results of operations or financial position.
NOTE 5. JOINT OWNERSHIP OF GENERATING FACILITIES
Joint Ownership of Catawba Nuclear Station
<TABLE>
<CAPTION>
Owner Ownership Interest
- -------------------------------------------------------------- -------------------
<S> <C>
North Carolina Municipal Power Agency Number 1 (NCMPA) ... 37.5 %
North Carolina Electric Membership Corporation (NCEMC) ... 28.125%
Duke Energy Corporation .................................. 12.5 %
Piedmont Municipal Power Agency (PMPA) ................... 12.5 %
Saluda River Electric Cooperative, Inc. (Saluda River) ... 9.375%
------
100%
</TABLE>
As of December 31, 1998, $516 million of Property, Plant and Equipment,
net of $219 million of accumulated depreciation and amortization, represented
Duke Energy's investment in Catawba Nuclear Station Units 1 and 2. Duke
Energy's share of operating costs is included in the Consolidated Statements of
Income.
Duke Energy entered into contractual interconnection agreements with the
other joint owners of Catawba Nuclear Station to purchase declining percentages
of the generating capacity and energy from the station. These purchased power
agreements were effective beginning with the commercial operation of each unit.
Units 1 and 2 began commercial operation in June 1985 and August 1986,
respectively. The purchased power agreements were established for fifteen years
for NCMPA and PMPA and ten years for NCEMC and Saluda River. While the
purchased power agreements with NCMPA and PMPA extend for fifteen years, a
significant decrease in the percentage of capacity and energy Duke Energy is
obligated to purchase occurs in the eleventh calendar year of operation for
each unit. This significant decrease occurred in 1995 for Unit 1 and 1996 for
Unit 2.
The interconnection agreements also provide for supplemental power sales
by Duke Energy to the other joint owners of Catawba Nuclear Station to satisfy
their capacity and energy needs beyond the capacity and energy which they
retain from the station or potentially acquire in the form of other resources.
The agreements further provide the other joint owners the ability to secure
such supplemental requirements outside of these contractual agreements
following an appropriate notice period. NCEMC and Saluda River have given such
appropriate notice effective January 1, 2001 and January 1, 2002, respectively.
In addition, as a result of the merger, the other joint owners have the right
to end their supplemental capacity requirements as of January 1, 2001 upon
notice to Duke Energy by December 31, 1999. As the other joint owners retain
more capacity and energy from the station, or obtain additional capacity and
energy from a third party, supplemental power sales are expected to decline.
Management believes this will not have a material adverse effect on
consolidated results of operations or financial position.
46
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 5. JOINT OWNERSHIP OF GENERATING FACILITIES -- Continued
The interconnection agreements with the other joint owners include
provisions that Duke Energy will provide generating reserves to backstand the
other joint owners' retained capacity in the station at the system average cost
of installed capacity. Additionally, the agreements include certain reliability
exchanges designed to manage outage-related risks by exchanging energy
entitlements between the Catawba and McGuire Nuclear Stations, impacting Duke
Energy as well as all the other joint owners. The agreements also provide the
other joint owners the ability to terminate the interconnection agreements in
their entirety upon eight years written notice to Duke Energy. Such notice was
submitted by PMPA in December, 1997, and by Saluda River in May, 1998. Both
PMPA and Saluda River will provide the reserves associated with their
respective retained capacity. Management believes this will not have a material
adverse effect on consolidated results of operations or financial position.
Purchased energy cost payments are based on variable operating costs and
are a function of the generation output of the station. Purchased capacity
payments are based on the fixed costs of the station and include capital costs
and fixed operating and maintenance costs. Actual purchased capacity costs for
1998 and projected obligations through 2000, the last year of the purchase
buy-backs, are approximately $73 million, $53 million and $7 million,
respectively.
The portion of purchased capacity subject to levelization not currently
recovered in rates is being deferred, and a deferred return is recorded on the
accumulated balance. Duke Energy is recovering the accumulated balance,
including the deferred return, when the sum of the declining purchased capacity
payments and accrual of deferred returns for the current period drops below the
levelized revenues. Jurisdictional levelizations are intended to recover total
costs, including deferred returns, and are subject to adjustments, including
final true-ups. The costs of purchased energy and the non-levelized portion of
purchased capacity is recorded on a current basis.
The current levelized revenues approved in the last general rate
proceedings are approximately $211 million, $94 million and $7 million for
North Carolina retail, South Carolina retail and Other Wholesale (FERC),
respectively. Purchased power costs, subject to levelization, are deferred
based on allocation factors of approximately 62%, 26% and 2% for North Carolina
retail, South Carolina retail and Other Wholesale (FERC), respectively. The
PSCSC, on May 7, 1996, ordered a rate reduction in the form of a decrement
rider for an interim true-up adjustment. Deferred amounts related to two former
wholesale customers have been recovered separately and are no longer collected
through wholesale rates. An allocated amount of purchased power costs in the
pricing of supplemental sales made to the other joint owners is also recovered
on a current basis.
For the years ended December 31, 1998, 1997 and 1996, purchased capacity
and energy costs from the other joint owners was approximately $88 million,
$120 million and $151 million, respectively. These amounts, after adjustments
for the costs of capacity purchased not reflected in current rates, are
included in the Consolidated Statements of Income as Net Interchange and
Purchased Power. As of December 31, 1998 and 1997, $747 million and $836
million, respectively, associated with the cost of capacity purchased but not
reflected in current rates have been accumulated in the Consolidated Balance
Sheets as Purchased Capacity Costs and Current Portion of Purchased Capacity
Costs.
47
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 6. INCOME TAXES
Income Tax Expense
<TABLE>
<CAPTION>
For the Years Ended December
31,
-----------------------------
1998 1997 1996
----------- -------- --------
In millions
<S> <C> <C> <C>
Current income taxes
Federal ................................ $ 673 $ 433 $ 514
State .................................. 138 100 109
----- ----- -----
Total current income taxes ............ 811 533 623
----- ----- -----
Deferred income taxes, net
Federal ................................ (15) 112 73
State .................................. (4) 9 13
------- ----- -----
Total deferred income taxes, net ...... (19) 121 86
------ ----- -----
Investment tax credit amortization ...... (15) (15) (11)
------ ----- -----
Total income tax expense ................ $ 777 $ 639 $ 698
====== ===== =====
</TABLE>
Income Tax Expense Reconciliation to Statutory Rate
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1998 1997 1996
--------- ---------- -----------
In millions
<S> <C> <C> <C>
Income tax, computed at the statutory rate of 35% .. $ 713 $ 565 $ 626
Adjustments resulting from:
State income tax, net of federal income tax effect 90 71 79
Other items, net .................................. (26) 3 (7)
------ ------- --------
Total income tax expense ........................... $ 777 $ 639 $ 698
====== ======= =======
Effective tax rate ................................. 38.1% 39.6% 39.0%
------ ------- -------
</TABLE>
Net Deferred Income Tax Liability Components
<TABLE>
<CAPTION>
December 31,
---------------------------
1998 1997
------------- -------------
In millions
<S> <C> <C>
Deferred credits and other liabilities ..................... $ 268 $ 409
Alternative minimum tax credit carryforward (a) ............ 30 30
Other ...................................................... 36 46
--------- ---------
Total deferred income tax assets ......................... 334 485
Valuation allowance ........................................ (52) (47)
--------- ---------
Net deferred income tax assets ........................... 282 438
--------- ---------
Investments and other assets ............................... (207) (263)
Property, plant and equipment .............................. (2,405) (2,358)
Regulatory assets and deferred debits ...................... (542) (623)
Regulatory asset related to restating to pre-tax basis ..... (435) (438)
Other ...................................................... (69) (99)
--------- ---------
Total deferred income tax liabilities .................... (3,658) (3,781)
--------- ---------
State deferred income tax, net of federal tax effect ....... (357) (364)
--------- ---------
Net deferred income tax liability .......................... $ (3,733) $ (3,707)
========= =========
</TABLE>
---------
(a) The alternative minimum tax credit carryforward can be carried
forward indefinitely.
48
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 6. INCOME TAXES -- Continued
In 1990, PanEnergy established a provision for certain tax issues related
to the purchase of TEC, which resulted in an increase in goodwill and deferred
income tax liability. If tax benefits relating to the valuation allowance for
deferred income tax assets and other tax reserves are recognized subsequent to
December 31, 1998, approximately $29 million will be allocated as an adjustment
to goodwill.
NOTE 7. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Duke Energy, primarily through Trading and Marketing, manages its exposure
to risk from existing contractual commitments and provides risk management
services to its customers through forward contracts, futures, over-the-counter
swap agreements and options (collectively, "commodity instruments"). Energy
commodity forward contracts involve physical delivery of an energy commodity.
Energy commodity futures involve the buying or selling of natural gas,
electricity or other energy-related commodities at a fixed price.
Over-the-counter swap agreements require Duke Energy to receive or make
payments based on the difference between a specified price and the actual price
of the underlying commodity. Energy commodity options held to mitigate price
risk provide the right, but not the requirement, to buy or sell energy-related
commodities at a fixed price.
Commodity Instruments -- Trading. Duke Energy engages in the trading of
commodity instruments, and therefore experiences net open positions. Duke
Energy manages open positions with strict policies which limit its exposure to
market risk and require daily reporting to management of potential financial
exposure. These policies include statistical risk tolerance limits using
historical price movements to calculate a daily earnings at risk measurement.
The weighted-average life of Duke Energy's commodity risk portfolio was
approximately 11 months at December 31, 1998. During 1998, 1997 and 1996, net
gains of $114 million, $34 million and $25 million, respectively, were
recognized from trading natural gas commodity derivatives. During 1998, net
gains of $14 million were recognized from trading electricity commodity
instruments. Net gains related to trading electricity commodity instruments
were not material during 1997 and 1996. As of December 31, 1998 and 1997, the
absolute notional contract quantity of natural gas commodity derivatives held
for trading purposes was 11,149 billion cubic feet (Bcf) and 5,408 Bcf,
respectively. As of December 31, 1998, the absolute notional contract quantity
of electricity commodity instruments held for trading purposes was 112,867
gigawatt hours (GWh). As of December 31, 1997, outstanding electricity
commodity instruments were not material. At December 31, 1998 and 1997, other
outstanding energy-related commodity derivatives held for trading purposes were
not material.
Commodity Instruments -- Trading
<TABLE>
<CAPTION>
1998 1997
------------------------ ---------------------
Assets Liabilities Assets Liabilities
---------- ------------- -------- ------------
In millions
<S> <C> <C> <C> <C>
Fair value at December 31 ........... $ 1,853 $ 1,749 $ 617 $ 588
Average fair value for the year ..... 685 646 384 369
</TABLE>
Commodity Derivatives -- Non-Trading. At December 31, 1998 and 1997, Duke
Energy held or issued several derivatives that reduce exposure to market
fluctuations relative to price and transportation costs of natural gas,
electricity and petroleum products. Duke Energy's market exposure arises from
natural gas storage inventory balances and fixed-price purchase and sale
commitments that extend for periods of up to eight years. Futures, swaps and
options are used to manage and hedge price and location risk related to these
market exposures. Futures and swaps are also used to manage margins on
underlying fixed-price purchase or sale commitments for physical quantities of
natural gas, electricity and other energy-related commodities. Options are
utilized to manage margins and to limit overall price risk exposure. The gains,
losses and costs related to those commodity derivatives that qualify as a hedge
are not recognized until the underlying physical transaction closes. At
December 31, 1998, Duke Energy had deferred net gains of $10 million related to
commodity derivative hedges. As of December 31, 1998, the absolute notional
contract quantity of commodity derivatives held for non-trading purposes was
218 Bcf of natural gas and 10,618 GWh of electricity. Commodity derivatives
held for non-trading purposes were not material at December 31, 1997.
49
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 7. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS -- Continued
Interest Rate Derivatives. In order to obtain variable rate financing at
an attractive cost, Duke Energy entered into interest rate swap agreements in
which $200 million of 8% Series B First and Refunding Mortgage Bonds were
effectively exchanged for floating rate debt at the three-month London
Interbank Offered Rate (LIBOR) plus a 0.074% margin and $100 million of 7.5%
Series B First and Refunding Mortgage Bonds were effectively exchanged for
floating rate debt at three-month LIBOR plus a 1.1272% margin. The interest
rate swaps expire in 1999 and 2000, respectively, and rates are reset
quarterly. As a result of the interest rate swap contracts, interest expense on
the Consolidated Statements of Income is recognized at the weighted average
LIBOR rate for the year plus the applicable margins.
Weighted Average Rates for Interest Rate Swaps
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
8% Series B Swap ........... 5.69% 5.78% 5.64%
7.5% Series B Swap ......... 6.74% 6.83% 6.69%
</TABLE>
The fair value of interest rate swaps was approximately $8 million and $10
million at December 31, 1998 and 1997, respectively. These amounts represent
estimated amounts that Duke Energy would have received if the swaps had been
settled at current market rates on the respective dates.
In connection with the January 1999 issuance of $200 million Senior Notes,
Duke Energy entered into Treasury Rate Lock Agreements in December 1998 to
hedge its interest rate risk. The agreements, with a notional principal amount
of $200 million, were settled on January 7, 1999, and resulted in a deferred
gain of approximately $2 million, which will be amortized to interest expense
over the life of the underlying debt issuance. The fair value of the lock
agreements was not material at December 31, 1998.
Foreign Currency Derivatives. Trading and Marketing enters into foreign
currency swap agreements to manage foreign currency risks associated with
energy contracts denominated in foreign currencies. The agreements, with a
notional contract amount of approximately $120 million, begin in the year 2000
and extend to the year 2005. The weighted average fixed exchange rate for the
agreements is 1.472 Canadian dollars to U.S. dollars. The fair value of these
agreements was not material at December 31, 1998.
Market and Credit Risk. New York Mercantile Exchange (Exchange) traded
futures and option contracts are guaranteed by the Exchange and have nominal
credit risk. On all other transactions previously described, Duke Energy is
exposed to credit risk in the event of nonperformance by the counterparties.
For each counterparty, Duke Energy analyzes the financial condition prior to
entering into an agreement, establishes credit limits and monitors the
appropriateness of these limits on an ongoing basis. The change in market value
of exchange-traded futures and options contracts requires daily cash settlement
in margin accounts with brokers. Swap contracts and most other over-the-counter
instruments are generally settled at the expiration of the contract term and
may be subject to margin requirements with the counterparty.
Financial Instruments. In 1996, TETCO received $99 million from the
financing of the right to collect certain Order 636 natural gas transition
costs, with limited recourse. At December 31, 1998 and 1997, $17 million and
$53 million, respectively, remained outstanding related to the transition cost
recovery rights and were included in the Consolidated Balance Sheets as Other
Current Liabilities and Deferred Credits and Other Liabilities. Management
believes the probability that Duke Energy will be required to perform under the
recourse provisions is remote.
The fair value of financial instruments is summarized below. Judgment is
required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates determined as of December 31, 1998 and 1997 are not
necessarily indicative of the amounts Duke Energy could have realized in
current market exchanges. The majority of the estimated fair value amounts were
obtained from independent parties.
50
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 7. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS -- Continued
Financial Instruments
<TABLE>
<CAPTION>
1998 1997
-------------------------- -------------------------
Approximate Approximate
Book Value Fair Value Book Value Fair Value
------------ ------------- ------------ ------------
In millions
<S> <C> <C> <C> <C>
Long-term debt (a) ................................................ $ 6,959 $ 7,240 $ 6,607 $ 6,843
Guaranteed preferred beneficial interests in subordinated notes
of Duke Energy or subsidiaries ................................... 919 937 339 356
Preferred stock (a) ............................................... 333 346 489 530
</TABLE>
---------
(a) Includes current maturities.
The fair value of cash and cash equivalents, notes receivable, notes
payable and commercial paper and nuclear decommissioning trust funds are not
materially different from their carrying amounts because of the short-term
nature of these instruments or because the stated rates approximate market
rates.
Guarantees made to affiliates or recourse provisions from affiliates and
the sales agreement for Order 636 natural gas transition cost recovery have no
book value associated with them, and there are no fair values readily
determinable since quoted market prices are not available.
NOTE 8. INVESTMENT IN AFFILIATES
Investments in domestic and international affiliates which are not
controlled by Duke Energy but where it has significant influence over
operations are accounted for by the equity method. These investments include
undistributed earnings of $5 million and $21 million in 1998 and 1997,
respectively. Duke Energy's share of net income from these affiliates are
reflected in the Consolidated Statements of Income as Other Operating Revenues.
Natural Gas Transmission. Investments primarily include ownership
interests in natural gas pipeline joint ventures which transport gas from
Canada to the United States. Investments include a 37.5% ownership interest in
Maritimes & Northeast Pipeline and a 9.8% ownership interest in Alliance
Pipeline.
Field Services. Investments primarily include a 37% interest in a
partnership which owns natural gas gathering systems in the Gulf of Mexico
(Dauphin Island Gathering Partners) and a 21.1% interest in TEPPCO.
Global Asset Development. Global Asset Development has investments in
various natural gas and electric generation and transmission facilities
worldwide. Significant investments include a 32.5% indirect interest in
American Ref-Fuel Company, a 9.76% indirect interest in Hidroelectrica Piedra
del Aguila S.A. and a 25% indirect interest in National Methanol Company, which
owns and operates a methanol and MTBE (methyl tertiary butyl ether) plant in
Jubail, Saudi Arabia.
Other Energy Services. Investments include the participation in various
construction and support activities for fossil-fueled generating plants.
Real Estate Operations. Investments include various real estate
development projects.
Other Operations. Investments include a 20% interest in the BellSouth PCS
L.P. joint venture, which provides wireless personal communication services.
51
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 8. INVESTMENT IN AFFILIATES -- Continued
Investment in Affiliates
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
---------------------------------- ----------------------------------
Domestic International Total Domestic International Total
---------- --------------- ------- ---------- --------------- -------
In millions
<S> <C> <C> <C> <C> <C> <C>
Natural Gas Transmission ..... $ 104 $ 37 $ 141 $ 67 $ -- $ 67
Field Services ............... 303 -- 303 160 -- 160
Global Asset Development ..... 171 223 394 174 208 382
Other Energy Services ........ 19 23 42 16 10 26
Real Estate Operations ....... 5 -- 5 2 -- 2
Other Operations ............. 17 -- 17 36 13 49
----- ----- ----- ----- ----- -----
Total ........................ $ 619 $ 283 $ 902 $ 455 $ 231 $ 686
===== ===== ===== ===== ===== =====
<CAPTION>
December 31, 1996
-----------------------------------
Domestic International Total
---------- --------------- --------
In millions
<S> <C> <C> <C>
Natural Gas Transmission ..... $ 46 $ -- $ 46
Field Services ............... 130 -- 130
Global Asset Development ..... 14 184 198
Other Energy Services ........ 50 1 51
Real Estate Operations ....... 5 -- 5
Other Operations ............. 60 13 73
----- ----- -----
Total ........................ $ 305 $ 198 $ 503
===== ===== =====
</TABLE>
Equity in Earnings of Investment
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
---------------------------------- ----------------------------------
Domestic International Total Domestic International Total
---------- --------------- ------- ---------- --------------- -------
In millions
<S> <C> <C> <C> <C> <C> <C>
Natural Gas Transmission ..... $ 14 $ 3 $ 17 $ 8 $ -- $ 8
Field Services ............... 9 -- 9 19 -- 19
Global Asset Development ..... 50 18 68 8 21 29
Other Energy Services ........ 1 13 14 4 8 12
Real Estate Operations ....... -- -- -- -- -- --
Other Operations ............. (29) -- (29) (30) -- (30)
----- ---- ----- ------ ---- -----
Total ........................ $ 45 $ 34 $ 79 $ 9 $ 29 $ 38
===== ==== ===== ====== ==== =====
<CAPTION>
December 31, 1996
-----------------------------------
Domestic International Total
---------- --------------- --------
In millions
<S> <C> <C> <C>
Natural Gas Transmission ..... $ 5 $ -- $ 5
Field Services ............... 12 -- 12
Global Asset Development ..... 6 19 25
Other Energy Services ........ 19 2 21
Real Estate Operations ....... -- -- --
Other Operations ............. (31) 1 (30)
----- ---- -----
Total ........................ $ 11 $ 22 $ 33
===== ==== =====
</TABLE>
Summarized Combined Financial Information of Unconsolidated Subsidiaries
<TABLE>
<CAPTION>
December 31,
--------------------------------
1998 1997 1996
---------- ---------- ----------
In millions
<S> <C> <C> <C>
Balance Sheet
Current Assets ................. $ 848 $ 642 $ 1,025
Noncurrent Assets .............. 7,340 5,868 5,661
Current Liabilities ............ 1,084 758 879
Noncurrent Liabilities ......... 3,884 3,257 3,462
------- ------- -------
Net Assets ................... $ 3,220 $ 2,495 $ 2,345
======= ======= =======
Income Statement
Operating Revenues ............. $ 1,667 $ 905 $ 3,133
Operating Expenses ............. 1,166 703 2,494
Net Income ..................... 263 72 160
</TABLE>
Duke Energy had outstanding notes receivable from certain affiliates of
$80 million and $87 million at December 31, 1998 and 1997, respectively.
52
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 9. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997
---------- ----------
In millions
<S> <C> <C>
Electric utility
Generation .............................. $ 7,670 $ 7,575
Transmission and distribution ........... 6,324 6,084
General plant ........................... 1,127 1,119
Nuclear fuel ............................ 554 644
Construction work in progress ........... 328 222
-------- --------
Total electric utility ................. 16,003 15,644
-------- --------
Natural gas transmission ................. 6,194 6,094
Gathering and processing ................. 1,409 1,315
Construction work in progress ............ 469 351
Other property and equipment ............. 3,053 2,044
-------- --------
Total Property, Plant and Equipment ..... $ 27,128 $ 25,448
======== ========
</TABLE>
Accumulated Depreciation
<TABLE>
<CAPTION>
December 31,
---------------------
1998 1997
---------- ----------
In millions
<S> <C> <C>
Electric utility (a) ................. $ 6,371 $ 6,068
Natural gas transmission ............. 2,585 2,459
Other ................................ 1,297 1,185
-------- -------
Total Accumulated Depreciation ...... $ 10,253 $ 9,712
======== =======
</TABLE>
---------
(a) Includes amortization of nuclear fuel: 1998 -- $325 million; 1997
-- $370 million.
On July, 1, 1998, a subsidiary of Duke Energy purchased three electric
generating stations in California for $501 million from Pacific Gas & Electric
Company. These stations have a combined capacity of 2,645 megawatts. Two of the
three plants, Moss Landing and Oakland, are subject to the terms of RMR
Agreements with the California ISO. The cost of these facilities is included
within "Other property and equipment" above.
53
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 10. DEBT AND CREDIT FACILITIES
Long-term Debt
<TABLE>
<CAPTION>
December 31,
-----------------------
Year Due 1998 1997
------------- ----------- -----------
In millions
<S> <C> <C> <C>
Duke Energy (a)
First and refunding mortgage bonds:
5.76% - 8% ................................................................... 1999 $ 425 $ 425
7% ........................................................................... 2000 200 200
5 7/8% - 7.41% ............................................................... 2001 - 2004 500 600
6 3/8% - 7% .................................................................. 2005 - 2008 125 325
6 3/4% - 8.30% ............................................................... 2023 - 2025 678 878
7% - 8.95% ................................................................... 2027 - 2033 165 165
Mortgage bonds matured during 1998 ........................................... -- 50
Pollution control bonds, 3.85% -- 7.75% ........................................ 2012 - 2017 172 172
Notes:
6.9% - 9.21% ................................................................. 2011 - 2016 65 --
6% ........................................................................... 2028 300 --
Commercial paper, 5.28% and 5.9% weighted-average rate at December 31, 1998
and 1997, respectively ....................................................... 1,200 800
Other debt ..................................................................... 23 26
Duke Capital Corporation
Senior Notes:
6 1/4% ....................................................................... 2005 250 --
6 3/4% ....................................................................... 2018 150 --
Commercial paper, 5.73% and 6.03% weighted-average rate at December 31, 1998
and 1997, respectively ....................................................... 500 800
Other debt ..................................................................... 24 --
PanEnergy
Bonds:
7 3/4% ....................................................................... 2022 328 328
8 5/8% Debentures ............................................................ 2025 100 100
Notes:
9.55% - 9.9%, maturing serially ............................................. 1998 - 2003 59 73
7% - 8 5/8% .................................................................. 1999 - 2006 450 450
TETCO
Notes:
8% - 10 3/8% ................................................................... 2000 - 2004 500 500
Medium term, Series A, 7.64 - 9.07% .......................................... 1999 - 2012 100 100
Algonquin Gas Transmission Company
9.13% Notes .................................................................... 2003 100 100
Panhandle Eastern Pipe Line Company (PEPL)
7 7/8% Note .................................................................... 2004 100 100
7.2% - 7.95% Debentures ........................................................ 2023 - 2024 200 200
Crescent Resources, Inc. (b)
Construction and mortgage loans, 5.21% - 7.10% ................................. 1998 - 2011 69 117
Revolving credit facilities, 5.98% and 6.30% weighted-average rate at
December 31, 1998 and 1997, respectively ..................................... 2001 100 77
Global Asset Development
5.2% - 18% Notes ............................................................. 1999 - 2004 111 --
Other debt of subsidiaries ..................................................... 13 67
Unamortized debt discount and premium, net ..................................... (48) (46)
------- -------
Total long-term debt ........................................................... 6,959 6,607
Current maturities of long-term debt ........................................... (687) (77)
------- -------
Total long-term portion ........................................................ $ 6,272 $ 6,530
======= =======
</TABLE>
---------
(a) Substantially all of Duke Energy's electric plant was mortgaged.
(b) Substantial amounts of Crescent Resources' real estate development
projects, land and buildings were pledged as collateral.
54
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 10. DEBT AND CREDIT FACILITIES -- Continued
The annual maturities of consolidated long-term debt at December 31, 1998
were $687 million, $413 million, $388 million, $133 million and $526 million
for 1999 through 2003, respectively. Such payments exclude $1,853 million of
long-term debt that matures after 2003 which have call options whereby Duke
Energy has the option to repay the debt early. Based on the years in which Duke
Energy may first exercise their redemption options, $820 million could
potentially be repaid in 1999, $178 million in 2000, $328 million in 2002, $427
million in 2003 and $100 million thereafter.
Credit Facilities
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1998 1997
-------------------------- -------------------------
Credit Credit
Facilities Outstanding Facilities Outstanding
------------ ------------- ------------ ------------
In millions
<S> <C> <C> <C> <C>
Annually renewable facilities .......... $ -- $ -- $ 54 $ 16
364-day facilities (a) ................. 600 -- 300 --
Two-year revolving facilities (b) ...... -- -- 40 --
Four-year revolving facilities ......... 125 100 125 77
Five-year revolving facilities (a) ..... 2,200 -- 2,200 --
------- ----- ------- ----
Total Consolidated .................... $ 2,925 $ 100 $ 2,719 $ 93
======= ===== ======= ====
</TABLE>
---------
(a) Supported commercial paper facilities.
(b) Supported pollution control bonds.
Notes Payable and Commercial Paper
<TABLE>
<CAPTION>
December 31,
-----------------------
1998 1997
----------- -----------
In millions
<S> <C> <C>
Credit facilities outstanding ................ $ 100 $ 93
Note payable ................................. 4 4
Commercial paper outstanding ................. 1,905 1,750
-------- --------
2,009 1,847
Less portion classified as long-term .........
Credit facilities ........................... (100) (77)
Commercial paper ............................ (1,700) (1,600)
-------- --------
Portion classified as short-term ............. $ 209 $ 170
======== ========
</TABLE>
The weighted average interest rate on outstanding short-term notes payable
and commercial paper at December 31, 1998 and 1997 was 5.23% and 6.04%,
respectively.
NOTE 11. NUCLEAR DECOMMISSIONING COSTS
Nuclear Decommissioning Costs. Estimated site-specific nuclear
decommissioning costs, including the cost of decommissioning plant components
not subject to radioactive contamination, total approximately $1.3 billion
stated in 1994 dollars based on decommissioning studies completed in 1994. This
amount includes Duke Energy's 12.5% ownership in the Catawba Nuclear Station.
The other joint owners of Catawba Nuclear Station are responsible for
decommissioning costs related to their ownership interests in the station. Both
the NCUC and the PSCSC have granted Duke Energy recovery of estimated
decommissioning costs through retail rates over the expected remaining service
periods of Duke Energy's nuclear stations. Such estimates presume each unit
will be decommissioned as soon as possible following the end of its license
life. Although subject to extension, the current operating licenses for Duke
Energy's nuclear units expire as follows: Oconee 1 and 2 - 2013, Oconee 3 -
2014; McGuire 1 - 2021, McGuire 2 - 2023; and Catawba 1 - 2024, Catawba 2 -
2026.
55
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 11. NUCLEAR DECOMMISSIONING COSTS -- Continued
During 1998 and 1997, Duke Energy expensed approximately $57 million which
was contributed to the external funds for decommissioning costs and accrued an
additional $6 million and $3 million to the internal reserve in 1998 and 1997,
respectively. Nuclear units are depreciated at an annual rate of 4.7%, of which
1.61% is for decommissioning. The balance of the external funds as of December
31, 1998 and 1997, was $580 million and $471 million, respectively. The balance
of the internal reserve as of December 31, 1998 and 1997, was $217 million and
$211 million, respectively, and is reflected in the Consolidated Balance Sheets
as Accumulated Depreciation and Amortization. Management believes that the
decommissioning costs being recovered through rates, when coupled with assumed
after-tax fund earnings of 5.5% to 5.9%, are currently sufficient to provide
for the cost of decommissioning.
A provision in the Energy Policy Act of 1992 established a fund for the
decontamination and decommissioning of the Department of Energy's (DOE) uranium
enrichment plants. Licensees are subject to an annual assessment for 15 years
based on their pro rata share of past enrichment services. The annual
assessment is recorded in the Consolidated Statements of Income as Fuel Used in
Electric Generation. Duke Energy paid $10 million during 1998 and has paid $65
million cumulatively related to its ownership interests in nuclear plants. The
remaining liability and regulatory asset of $79 million and $87 million at
December 31, 1998 and 1997, respectively, is reflected in the Consolidated
Balance Sheets as Deferred Credits and Other Liabilities and Regulatory Assets
and Deferred Debits, respectively.
Spent Nuclear Fuel. Under provisions of the Nuclear Waste Policy Act of
1982, Duke Energy has entered into contracts with the DOE for the disposal of
spent nuclear fuel. The DOE failed to begin accepting the spent nuclear fuel on
January 31, 1998, the date provided by the Nuclear Waste Policy Act and by Duke
Energy's contract with the DOE. On June 8, 1998, Duke Energy filed with the
United States Court of Federal Claims a claim against the DOE for damages in
excess of $1 billion arising out of the DOE's failure to begin accepting
commercial spent nuclear fuel by January 31, 1998. Damages claimed in the suit
are intended to recover costs that Duke Energy is incurring and will continue
to incur as a result of the DOE's partial material breach of its contract with
Duke Energy, including costs associated with securing additional spent fuel
storage capacity. Duke Energy will continue to safely manage its spent nuclear
fuel until the DOE accepts it. Payments made to the DOE for disposal costs are
based on nuclear output and are included in the Consolidated Statements of
Income as Fuel Used in Electric Generation.
NOTE 12. GUARANTEED PREFERRED BENEFICIAL INTERESTS IN SUBORDINATED NOTES OF
DUKE ENERGY OR SUBSIDIARIES
Duke Energy and Duke Capital Corporation (Duke Capital) have each formed
business trusts for which they own all the respective common securities. The
trusts issue and sell preferred securities and invest the gross proceeds in
assets of the trusts. Substantially all the assets of each trust are junior
subordinated notes issued by the respective company.
Trust Preferred Securities
<TABLE>
<CAPTION>
December 31,
-----------------
Issued Rate 1998 1997 Junior Subordinated Notes
- ------------------------------------- --------- -------- -------- --------------------------
In millions
<S> <C> <C> <C> <C>
Duke Energy
1997 ............................. 7.2% $ 350 $ 350 7.2% Series A due 2037
Duke Capital
1998 ............................. 7 3/8% 250 -- 7 3/8% Series A due 2038
1998 ............................. 7 3/8% 350 -- 7 3/8% Series B due 2038
Unamortized debt discount ......... (31) (11)
----- -----
$ 919 $ 339
===== =====
</TABLE>
These trust preferred securities represent preferred undivided beneficial
interests in the assets of the respective trusts. Payment of distributions on
these preferred securities is guaranteed by the respective company, but only to
the extent the trusts have funds legally and immediately available to make such
distributions. Dividends of $44 million and $15 million related to the trust
preferred securities have been included in the Consolidated Statements of
Income as Minority Interests for the years ended December 31, 1998 and 1997,
respectively.
56
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 13. PREFERRED AND PREFERENCE STOCK
Authorized Shares of Stock as of December 31, 1998 and 1997
<TABLE>
<CAPTION>
Shares
Par Value (in millions)
----------- --------------
<S> <C> <C>
Preferred Stock ........... $ 100 12.5
Preferred Stock A ......... $ 25 10.0
Preference Stock .......... $ 100 1.5
</TABLE>
As of December 31, 1998 and 1997, there were no shares of preference stock
outstanding.
Preferred Stock with Sinking Fund Requirements
<TABLE>
<CAPTION>
December 31,
Shares Outstanding ----------------
Rate/Series Year Issued at December 31, 1998 1998 1997
- --------------------------------- ------------- --------------------- -------- -------
Dollars in
millions
<S> <C> <C> <C> <C>
5.95% B (Preferred Stock A) 1992 800,000 $ 20 $ 20
6.10% C (Preferred Stock A) 1992 800,000 20 20
6.20% D (Preferred Stock A) 1992 800,000 20 20
6.20% T .................... 1992 130,000 13 13
6.30% U .................... 1992 130,000 13 13
6.40% V .................... 1992 130,000 13 13
6.75% X .................... 1993 250,000 25 50
----- -----
Total .................... $ 124 $ 149
===== =====
</TABLE>
The annual sinking fund requirements for 1999 through 2003 are $20
million, $33 million, $33 million, $13 million and $1 million, respectively.
Some additional redemptions are permitted at Duke Energy's option.
Preferred Stock without Sinking Fund Requirements
<TABLE>
<CAPTION>
December 31,
Shares Outstanding ----------------
Rate/Series Year Issued at December 31, 1998 1998 1997
- ----------------------------------- ------------- --------------------- -------- -------
Dollars in
millions
<S> <C> <C> <C> <C>
4.50% C ...................... 1964 175,000 $ 18 $ 35
7.85% S ...................... 1992 300,000 30 60
7.00% W ...................... 1993 249,989 25 50
7.04% Y ...................... 1993 299,995 30 60
6.375% (Preferred Stock A) ... 1993 1,257,185 31 60
Auction Series A ............. 1990 750,000 75 75
----- -----
Total ....................... $ 209 $ 340
===== =====
</TABLE>
The call provisions for the outstanding preferred stock specify various
redemption prices not exceeding 104% of par value, plus accumulated dividends
to the redemption date.
During December 1997, Duke Energy redeemed approximately three million
shares of preferred stock for $203 million. During February 1998, Duke Energy
purchased approximately two million shares of its preferred stock for $180
million. The premiums related to these redemptions were included in the
Consolidated Statements of Income as Dividends and Premiums on Redemptions of
Preferred and Preference Stock for 1997.
NOTE 14. COMMITMENTS AND CONTINGENCIES
Future Construction Costs. Duke Energy plans to maintain its regulated
electric operations facilities in the Carolinas and pursue business expansion
as opportunities arise. Projected 1999 capital and investment expenditures for
Electric Operations, including allowance for funds used during construction,
are approximately $900 million. These projections include
57
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 14. COMMITMENTS AND CONTINGENCIES -- Continued
expenditures for existing plants, including refurbishment and upgrades related
to the Oconee Nuclear Station's application for a 20-year renewal of its
operating license. The license renewal process could take three to five years
to complete. All projections are subject to periodic review and revisions.
Actual expenditures incurred may vary from such estimates due to various
factors, including industry restructuring, weather, economic growth, regulatory
constraints and environmental regulation.
Projected 1999 capital and investment expenditures for Natural Gas
Transmission, including allowance for funds used during construction, are
approximately $400 million and do not include projections related to the
Midwest Pipelines which are expected to be sold in early 1999. These
projections include the completion of the Maritimes & Northeast Pipeline
project, which will deliver natural gas to markets in the Canadian Maritimes
provinces and the northeastern United States from a supply basin offshore Nova
Scotia. These projections also include other market expansion projects and
costs relating to existing assets.
Duke Energy plans to continue to significantly grow several of its
business segments: Field Services, Global Asset Development, Trading and
Marketing and Other Energy Services. Expansion opportunities for Field Services
include the planned $1.35 billion acquisition of the natural gas gathering,
processing, fractionation and NGL pipeline business of Union Pacific Resources
along with its natural gas and NGL marketing activities. The transaction is
expected to close in the first half of 1999 and is contingent upon completion
of due diligence and receipt of clearances under the Hart-Scott-Rodino Act.
Expansion opportunities for Global Asset Development's international
division, Duke Energy International, include the $315 million purchase of power
generation and transmission assets in western Australia and New Zealand,
including an ownership interest in a pipeline in western Australia. This
acquisition also includes a development proposal for a cogeneration plant and a
portfolio of international and Australian-based projects. This transaction
closed on January 22, 1999.
Also, Duke Energy International recently purchased the rights to develop
and operate the 500-mile Eastern Gas Pipeline project in eastern Australia.
Construction of this $270 million pipeline project is scheduled to begin in
July 1999 and completion is expected by the middle of 2000.
Expansion opportunities for Global Asset Development's domestic division,
Duke Energy Power Services, include the continuation of greenfield projects,
such as the Bridgeport Energy project and Maine Independence Station, as well
as the Hidalgo project, a 510-megawatt power plant to be built in south Texas,
which is targeted to begin producing power in mid-2000. Other similar
initiatives in 1999 for both Duke Energy International and Duke Energy Power
Services will likely require significant capital and investment expenditures,
which will be subject to periodic review and revision and may vary
significantly depending on the value-added opportunities presented.
Projected 1999 capital and investment expenditures for Trading and
Marketing, Other Energy Services and Real Estate Operations are approximately
$30 million, $90 million and $300 million, respectively. These projected
capital and investment expenditures are subject to periodic review and revision
and may vary significantly depending on acquisition opportunities, market
volatility, economic trends and the value-added opportunities presented.
Nuclear Insurance. Duke Energy owns and operates the McGuire and Oconee
Nuclear Stations with two and three nuclear reactors, respectively, and
operates and has a partial ownership interest in the Catawba Nuclear Station
with two nuclear reactors. Nuclear insurance coverage is maintained in three
program areas: liability coverage; property, decontamination and
decommissioning coverage; and business interruption and/or extra expense
coverage. Certain expenses associated with nuclear insurance premiums paid by
Duke Energy are reimbursed by the other joint owners of the Catawba Nuclear
Station.
Pursuant to the Price-Anderson Act, Duke Energy is required to insure
against public liability claims resulting from nuclear incidents to the full
limit of liability of approximately $9.8 billion.
Primary Liability Insurance. The maximum required private primary
liability insurance of $200 million has been purchased along with a like amount
to cover certain worker tort claims.
Excess Liability Insurance. This policy currently provides approximately
$9.6 billion of coverage through the Price-Anderson Act's mandatory
industry-wide excess secondary insurance program of risk pooling. The $9.6
billion of coverage is the sum of the current potential cumulative
retrospective premium assessments of $88 million per licensed commercial
58
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 14. COMMITMENTS AND CONTINGENCIES -- Continued
nuclear reactor. This $9.6 billion will be increased by $88 million as each
additional commercial nuclear reactor is licensed, or reduced by $88 million
for certain nuclear reactors that are no longer operational and may be exempted
from the risk pooling insurance program. Under this program, licensees could be
assessed retrospective premiums to compensate for damages in the event of a
nuclear incident at any licensed facility in the nation. If such an incident
occurs and public liability damages exceed primary insurances, licensees may be
assessed up to $88 million for each of their licensed reactors, payable at a
rate not to exceed $10 million a year per licensed reactor for each incident.
The $88 million amount is subject to indexing for inflation and may be subject
to state premium taxes.
Duke Energy is a member of Nuclear Electric Insurance Limited (NEIL),
which provides property and business interruption insurance coverages for Duke
Energy's nuclear facilities under the following three policy programs:
Primary Property Insurance. This policy provides $500 million in primary
property damage coverage for each of Duke Energy's nuclear facilities.
Excess Property Insurance. This policy provides excess property,
decontamination and decommissioning liability insurance in the following
amounts: $2.25 billion for the Catawba Nuclear Station and $1.5 billion each
for the Oconee and McGuire Nuclear Stations.
Business Interruption Insurance. This policy provides business
interruption and/or extra expense coverage resulting from an accidental outage
of a nuclear unit. Each unit of the McGuire and Catawba Nuclear Stations is
insured for up to approximately $4 million per week and the Oconee Nuclear
Station units are insured for up to approximately $3 million per week. Coverage
amounts per unit decline if more than one unit is involved in an accidental
outage. Initial coverage begins after a 17-week deductible period and continues
at 100% for 52 weeks and 80% for the next 104 weeks.
If NEIL's losses ever exceed its reserves for any of the above three
programs, Duke Energy will be liable for assessments of up to five times its
annual premiums. The current potential maximum assessments are as follows:
Primary Property Insurance - $23 million; Excess Property Insurance - $23
million; Business Interruption Insurance - $20 million.
The other joint owners of the Catawba Nuclear Station are obligated to
assume their pro rata share of any liabilities for retrospective premiums and
other premium assessments resulting from the Price-Anderson Act's excess
secondary insurance program of risk pooling or the NEIL policies.
Environmental. Duke Energy is subject to international, federal, state and
local regulations regarding air and water quality, hazardous and solid waste
disposal and other environmental matters.
TETCO is currently conducting PCB (polychlorinated biphenyl) assessment
and clean-up programs at certain of its compressor station sites under
conditions stipulated by a U.S. Consent Decree. The programs include on- and
off-site assessment, installation of on-site source control equipment and
groundwater monitoring wells and on- and off-site clean-up work. TETCO
completed the soil clean-up programs during 1998, subject to regulatory
approval. Groundwater monitoring activities will continue at several sites
beyond 1999.
In 1987, the Commonwealth of Kentucky instituted a suit in state court
against TETCO, alleging improper disposal of PCBs at TETCO's three compressor
station sites in Kentucky. This suit is still pending. In 1996, TETCO completed
clean-up of these sites under the U.S. Consent Decree.
Duke Energy has also identified environmental contamination at certain
sites on the PEPL and Trunkline Gas Company (Trunkline) systems and has
undertaken clean-up programs at these sites. The contamination resulted from
the past use of lubricants containing PCBs and the prior use of wastewater
collection facilities and other on-site disposal areas. Soil and sediment
testing, to date, has detected no significant off-site contamination. Duke
Energy has communicated with the Environmental Protection Agency and
appropriate state regulatory agencies on these matters. Under the terms of the
agreement with CMS Energy Corporation discussed in Other Commitments and
Contingencies below, Duke Energy is obligated to complete the PEPL and
Trunkline clean-up programs at certain agreed-upon sites. These clean-up
programs are expected to continue until 2001.
59
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 14. COMMITMENTS AND CONTINGENCIES -- Continued
At December 31, 1998 and 1997, remaining estimated clean-up costs on the
TETCO, PEPL and Trunkline systems have been accrued and are included in the
Consolidated Balance Sheets as Other Current Liabilities and Environmental
Clean-up Liabilities. These cost estimates represent gross clean-up costs
expected to be incurred, have not been discounted or reduced by customer
recoveries and generally do not include fines, penalties or third-party claims.
Costs to be recovered from customers are included in the Consolidated Balance
Sheets as of December 31, 1998 and 1997, as Environmental Clean-up Costs.
The federal and state clean-up programs are not expected to interrupt or
diminish Duke Energy's ability to deliver natural gas to customers. Based on
experience to date and costs incurred for clean-up operations, management
believes the resolution of matters relating to the environmental issues
discussed above will not have a material adverse effect on consolidated results
of operations or financial position.
Litigation. On April 25, 1997, a group of affiliated plaintiffs that own
and/or operate various pipeline and marketing companies and partnerships
primarily in Kansas filed suit against PEPL, a subsidiary of Duke Energy, in
the U.S. District Court for the Western District of Missouri. The plaintiffs
allege that PEPL has engaged in unlawful and anti-competitive conduct with
regard to requests for interconnects with the PEPL system for service to the
Kansas City area. Asserting that PEPL has violated the antitrust laws and
tortiously interfered with the plaintiffs' business expectancies, the
plaintiffs seek compensatory and punitive damages. Under the terms of the
agreement with CMS Energy Corporation discussed in Other Commitments and
Contingencies below, Duke Energy is retaining any liability associated with
this suit. Based on information currently available to Duke Energy, management
believes that the resolution of this matter will not have a material adverse
effect on consolidated results of operations or financial position.
Duke Energy and its subsidiaries are also involved in other legal, tax and
regulatory proceedings before various courts, regulatory commissions and
governmental agencies regarding matters arising in the ordinary course of
business, some of which involve substantial amounts. Where appropriate, Duke
Energy has made accruals in accordance with SFAS No. 5, "Accounting for
Contingencies," in order to provide for such matters. Management believes that
the final disposition of these proceedings will not have a material adverse
effect on consolidated results of operations or financial position.
Other Commitments and Contingencies. In January 1998, Duke Energy acquired
a 9.8% ownership in Alliance Pipeline. This pipeline is designed to transport
natural gas from western Canada to the Chicago-area market center for
distribution throughout North America. The pipeline is scheduled to begin
commercial operation in late 2000. In addition to buying an ownership interest
in the pipeline project, Duke Energy has a contractual commitment for 67.25
million cubic feet per day of capacity on the line over 15 years for an
estimated total of $315 million.
Periodically, Duke Energy may become involved in contractual disputes with
natural gas transmission customers involving potential or threatened abrogation
of contracts by the customers. If the customers are successful, Duke Energy may
not receive the full value of anticipated benefits under the contracts.
In the normal course of business, certain of Duke Energy's subsidiaries
and affiliates enter into various contracts for energy services which contain
certain schedule and performance requirements. Risk management techniques are
used to mitigate their exposure associated with such contracts. Certain
subsidiaries of Duke Energy have guaranteed performance under some of these
contracts. In addition, certain subsidiaries of Duke Energy have guaranteed
debt agreements of affiliates and have provided surety bonds and letters of
credit.
Management believes that these commitments and contingencies will not have
a material adverse effect on consolidated results of operations or financial
position.
Duke Energy, through its wholly owned subsidiaries, PanEnergy and TEC,
entered into an agreement to sell PEPL, Trunkline and additional storage
related to those systems (collectively, the PEPL Companies), which
substantially comprise the Midwest Pipelines, along with Trunkline LNG Company
(Trunkline LNG), to CMS Energy Corporation (CMSEnergy). The sales price of $2.2
billion involves cash proceeds of $1.9 billion and the assumption of existing
PEPL debt of approximately $300 million. Management believes that the retention
of certain assets and liabilities, such as the Houston office
60
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 14. COMMITMENTS AND CONTINGENCIES -- Continued
building, certain environmental, legal and tax liabilities, and substantially
all intercompany balances, will not have a material adverse effect on
consolidated results of operations or financial position. The sale will result
in an after-tax gain of approximately $700 million and is contingent upon
receipt of clearances under the Hart-Scott-Rodino Act. Closing is expected in
early 1999.
Total assets of the PEPL Companies and Trunkline LNG were $1.2 billion at
December 31, 1998.
Combined 1998 Operating Results of the PEPL Companies and
Trunkline LNG (a)
<TABLE>
<CAPTION>
In millions
------------
<S> <C>
Operating Revenues ............................ $482
Operating Expenses ............................ 278
Other Income, Net ............................. 10
----
Earnings Before Interest and Taxes .......... $214
====
</TABLE>
---------
(a) Excludes intercompany building rental revenue, allocated corporate
expenses, building depreciation and certain other costs to be
retained by Duke Energy.
Leases. Duke Energy utilizes assets under operating leases in several
areas of operations. Consolidated rental expense amounted to $80 million, $92
million, and $84 million in 1998, 1997, and 1996, respectively. Future minimum
rental payments under Duke Energy's various operating leases for the years 1999
through 2003 are $85 million, $76 million, $65 million, $41 million, and $33
million, respectively.
NOTE 15. COMMON STOCK
The Board of Directors authorized Duke Energy to repurchase up to $1
billion of its common stock during the period beginning February 1996 and
ending February 2001. As a result of the merger, shares repurchased between
February 1996 and June 1999 were limited to 15 million shares. As of December
31, 1996, approximately three million shares had been repurchased for $159
million. No repurchases of common stock were made in 1997 or 1998, and none are
anticipated in the future.
NOTE 16. STOCK-BASED COMPENSATION
Under Duke Energy's 1998 Stock Incentive Plan, stock options for up to
fifteen million shares of common stock may be granted to key employees. Under
the plan, the exercise price of each option granted equals the market price of
Duke Energy's common stock on the date of grant. Vesting periods range from one
to five years with a maximum exercise term of ten years.
Effective with the merger, each share of PanEnergy common stock,
outstanding immediately prior to the merger, was converted into the right to
receive 1.0444 shares of Duke Energy common stock. Each option to purchase
PanEnergy common stock, outstanding prior to the merger, was assumed by Duke
Energy and became exercisable upon the same terms as under the applicable
PanEnergy stock option plan and option agreement, except that these options
became options to purchase shares of Duke Energy common stock, appropriately
adjusted.
61
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 16. STOCK-BASED COMPENSATION -- Continued
Stock Option Grants
<TABLE>
<CAPTION>
Weighted
Options Average
(in thousands) Exercise Price
---------------- ---------------
<S> <C> <C>
Outstanding at December 31, 1995 ........ 3,559 $ 18
Granted ............................... 498 28
Exercised ............................. (712) 16
Forfeited ............................. (71) 22
-----
Outstanding at December 31, 1996 ........ 3,274 20
Granted ............................... 388 44
Exercised ............................. (873) 19
Forfeited ............................. (60) 27
-----
Outstanding at December 31, 1997 ........ 2,729 24
Granted ............................... 3,548 57
Exercised ............................. (948) 21
Forfeited ............................. (868) 57
-----
Outstanding at December 31, 1998 ........ 4,461 45
=====
</TABLE>
Stock Options at December 31, 1998
<TABLE>
<CAPTION>
Outstanding Exercisable
------------------------------------------ --------------------------
Weighted Weighted Weighted
Range of Average Average Average
Exercise Number Remaining Exercise Number Exercise
Prices (in thousands) Life (Years) Price (in thousands) Price
- ---------------------- ---------------- -------------- ---------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
$10 to $14 ......... 57 2.3 $12 57 $12
$15 to $20 ......... 637 4.9 18 637 18
$21 to $25 ......... 556 4.9 21 556 21
$26 to $31 ......... 199 7.1 27 199 27
$42 to $50 ......... 240 8.1 44 87 44
$55 to $60 ......... 2,709 9.2 57 -- --
$66 to $67 ......... 63 9.7 67 7 67
----- ---
Total .............. 4,461 1,543 22
===== =====
</TABLE>
Duke Energy had two million options exercisable at both December 31, 1997
and 1996, with weighted average exercise prices of $21 and $19 per option,
respectively.
The weighted-average fair value of options granted was $9, $10 and $9 per
option during 1998, 1997 and 1996, respectively. The fair value of each option
grant was estimated on the date of grant using the Black-Scholes option-pricing
model.
Weighted-Average Assumptions for Option-Pricing
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Stock dividend yield ..................... 4.2% 3.5% 2.6%
Expected stock price volatility .......... 15.1% 20.7% 26.0%
Risk-free interest rates ................. 5.6% 6.5% 5.7%
Expected option lives .................... 7 years 7 years 7 years
</TABLE>
Had compensation expense for stock-based compensation been determined
based on the fair value at the grant dates, 1998 net income would have been
$1,250 million, or $3.40 per basic share; 1997 net income would have been $971
million, or $2.50 per basic share; and 1996 net income would have been $1,074
million, or $2.85 per basic share.
62
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 17. EMPLOYEE BENEFIT PLANS
Retirement Plans. Duke Energy and its subsidiaries have maintained
multiple non-contributory defined benefit retirement plans covering most
employees with minimum service requirements. Effective January 1, 1997, the
Duke Power retirement plan was amended to base a plan participant's benefit on
a cash balance formula. Under a cash balance formula, a plan participant
accumulates a retirement benefit based upon a percentage, which may vary with
age and years of service, of current eligible earnings and current interest
credits. Prior to January 1, 1997, the Duke Power retirement plan benefits were
based on an age-related formula which took into account the participant's years
of benefit accrual service and highest average eligible earnings.
Through December 31, 1998, the PanEnergy plan provided retirement benefits
(i) for eligible employees of certain subsidiaries that are generally based on
an employee's years of benefit accrual service and highest average eligible
earnings, and (ii) for eligible employees of certain other subsidiaries under a
cash balance formula. In 1998, a significant amount of lump sum payouts was
made from the PanEnergy plan resulting in a settlement gain of $10 million.
Effective January 1, 1999, the benefit formula under the PanEnergy plan, for
all eligible employees, was changed to a cash balance formula.
In connection with the expected 1999 sale of the Midwest Pipelines to CMS
Energy, benefit accruals under the PanEnergy plan were frozen on December 31,
1998, for all participants who, as a result of the sale, will become employees
of CMS Energy and its subsidiaries. Once the transfer of benefit obligation and
related assets of the affected participants
to CMS Energy is completed, the PanEnergy plan will be merged into the Duke
Energy Plan.
On December 31, 1998, all defined benefit retirement plans maintained by
Duke Energy, except for the PanEnergy plan, were merged to form the Duke Energy
Retirement Cash Balance Plan (Duke Energy Plan). The plan merger changed the
benefit for certain participants, from a formula based primarily on benefit
accrual service and highest average earnings, to a cash balance formula.
Duke Energy's policy is to fund amounts, as necessary, on an actuarial
basis to provide assets sufficient to meet benefits to be paid to plan
participants. On December 30, 1997, assets and related liabilities of $236
million and $204 million, respectively, for certain PanEnergy plan participants
were transferred to the Duke Power plan. As a result of this transfer, no
contributions to the Duke Power plan were necessary in 1998 or 1997.
In 1998, Duke Energy adopted SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits," which required the restatement of
prior year data. This restatement did not change the net periodic expense or
the funded status of the retirement or postretirement benefit plans.
Components of Net Periodic Pension Costs
<TABLE>
<CAPTION>
For the Years Ended December 31,
-----------------------------------
1998 1997 1996
----------- ----------- -----------
In millions
<S> <C> <C> <C>
Service cost benefit earned during the year ..... $ 63 $ 62 $ 63
Interest cost on projected benefit obligation ... 169 164 153
Expected return on plan assets .................. (218) (209) (192)
Amortization of prior service cost .............. (4) (5) (2)
Amortization of net transition asset ............ (4) (4) (5)
Recognized net actuarial loss ................... 10 17 13
Settlement gain ................................. (10) -- --
------- ------- -------
Net periodic pension costs .................... $ 6 $ 25 $ 30
======= ======= =======
</TABLE>
63
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 17. EMPLOYEE BENEFIT PLANS -- Continued
Reconciliation of Funded Status to Pre-funded Pension Costs
<TABLE>
<CAPTION>
December 31,
----------------------
1998 1997
----------- ----------
In millions
<S> <C> <C>
Change in Benefit Obligation
Benefit obligation at beginning of year ....... $ 2,372 $ 2,126
Service cost .................................. 63 62
Interest cost ................................. 169 164
Plan amendment ................................ 5 11
Actuarial loss ................................ 141 179
Special termination benefit ................... -- 2
Benefits paid ................................. (210) (172)
------- -------
Benefit obligation at end of year ............ $ 2,540 $ 2,372
======= =======
Change in Plan Assets
Fair value of plan assets at beginning of year (a)$ 2,725 $ 2,445
Actual return on plan assets .................. 406 451
Employer contributions ........................ 1 1
Benefits paid ................................. (210) (172)
------- -------
Fair value of plan assets at end of year (a) . $ 2,922 $ 2,725
======= =======
Funded status ................................. $ 382 $ 353
Unrecognized net experience loss .............. 2 81
Unrecognized prior service cost reduction ..... (27) (65)
Unrecognized net transition asset ............. (25) (32)
------- -------
Pre-funded pension costs ..................... $ 332 $ 337
======= =======
</TABLE>
---------
(a) Principally equity and fixed income securities.
Assumptions Used for Pension Benefits Accounting (a)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
Percent
<S> <C> <C> <C>
Discount rate ........................... 6.75 7.25 7.50
Salary increase ......................... 4.67 4.15 4.80
Expected long-term rate of return on plan
assets.............................. 9.25 9.25 9.18
</TABLE>
---------
(a) Reflects weighted averages across all plans.
Duke Energy also sponsors employee savings plans which cover substantially
all employees. Employer matching contributions of $53 million, $53 million and
$35 million were expensed in 1998, 1997 and 1996, respectively.
Other Postretirement Benefits. Duke Energy and most of its subsidiaries
provide certain health care and life insurance benefits for retired employees
on a contributory and non-contributory basis. Employees become eligible for
these benefits if they have met certain age and service requirements at
retirement, as defined in the plans. Under plan amendments effective late 1998
and early 1999, health care benefits for future retirees were changed to limit
employer contributions and medical coverage.
64
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 17. EMPLOYEE BENEFIT PLANS -- Continued
Such benefit costs are accrued over the active service period of employees
to the date of full eligibility for the
benefits. The net unrecognized transition obligation, resulting from the
implementation of accrual accounting, is being amortized over approximately 20
years.
Duke Energy is using an investment account under section 401(h) of the
Internal Revenue Code, a retired lives reserve (RLR) and multiple voluntary
employees' beneficiary association (VEBA) trusts under section 501(c)(9) of the
Internal Revenue Code to partially fund postretirement benefits. The 401(h)
vehicle, which provides for tax deductions for contributions and tax-free
accumulation of investment income, partially funds postretirement health care
benefits. The RLR, which has tax attributes similar to 401(h) funding,
partially funds postretirement life insurance obligations. Certain subsidiaries
use the VEBA trusts to partially fund accrued postretirement health care
benefits and fund postretirement life insurance obligations.
Components of Net Periodic Postretirement Benefit Costs
<TABLE>
<CAPTION>
For the Years
Ended December 31,
----------------------------
1998 1997 1996
-------- ---------- --------
In millions
<S> <C> <C> <C>
Service cost benefit earned during the year ........................ $ 10 $ 10 $ 8
Interest cost on accumulated postretirement benefit obligation ..... 43 46 44
Expected return on plan assets ..................................... (18) (19) (16)
Amortization of prior service cost ................................. 7 6 1
Amortization of net transition obligation .......................... 16 16 18
Recognized net actuarial loss (gain) ............................... 1 (1) --
----- ------- -----
Net periodic postretirement benefit costs .......................... $ 59 $ 58 $ 55
===== ====== =====
</TABLE>
65
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 17. EMPLOYEE BENEFIT PLANS -- Continued
Reconciliation of Funded Status to Accrued Postretirement Benefit Costs
<TABLE>
<CAPTION>
December 31,
------------------------
1998 1997
------------- ----------
In millions
<S> <C> <C>
Change in Benefit Obligation
Accumulated postretirement benefit obligation at beginning of year ..... $ 667 $ 642
Service cost ........................................................... 10 10
Interest cost .......................................................... 43 46
Plan participants' contributions ....................................... 6 6
Amendments ............................................................. (49) 4
Actuarial (gain) loss .................................................. (6) 4
Benefits paid .......................................................... (46) (45)
-------- ------
Accumulated postretirement benefit obligation at end of year ........... $ 625 $ 667
======== ======
Change in Plan Assets
Fair value of plan assets at beginning of year (a) ..................... $ 266 $ 225
Actual return on plan assets ........................................... 34 45
Employer contributions ................................................. 45 40
Plan participants' contributions ....................................... 6 1
Benefits paid .......................................................... (46) (45)
-------- ------
Fair market value of plan assets at end of year (a) .................... $ 305 $ 266
-------- ------
Funded status .......................................................... $ (320) $ (401)
Unrecognized prior service cost ........................................ 9 64
Unrecognized net experience (gain) loss ................................ (23) 4
Unrecognized transition obligation ..................................... 239 256
-------- ------
Accrued postretirement benefit costs ................................... $ (95) $ (77)
======== ======
</TABLE>
---------
(a) Principally equity and fixed income securities.
Assumptions Used for Postretirement Benefits Accounting (a)
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
Percent
<S> <C> <C> <C>
Discount rate ..................................... 6.75 7.25 7.50
Salary increase ................................... 4.67 4.33 4.84
Expected long-term rate of return on 401(h) assets 9.25 9.25 9.00
Expected long-term rate of return on RLR assets ... 6.75 6.75 6.50
Expected long-term rate of return on VEBA assets .. 9.25 9.25 9.50
Assumed tax rate (b) .............................. 39.60 39.60 39.60
</TABLE>
---------
(a) Reflects weighted averages across all plans.
(b) Health care portion of postretirement benefits in VEBA trusts.
For measurement purposes, a 5% weighted average rate of increase in the
per capita cost of covered health care benefits was assumed for 1998. The rate
was assumed to decrease gradually to 4.75% for 2005 and remain at that level
thereafter. Assumed health care cost trend rates have a significant effect on
the amounts reported for the health care plans.
66
<PAGE>
DUKE ENERGY CORPORATION
Notes to Consolidated Financial Statements -- Continued
NOTE 17. EMPLOYEE BENEFIT PLANS -- Continued
Sensitivity to Changes in Assumed Health Care Cost Trend Rates
<TABLE>
<CAPTION>
1-Percentage- 1-Percentage-
Point Increase Point Decrease
---------------- ---------------
In millions
<S> <C> <C>
Effect on total of service and interest cost components .. $ 3 $ (2)
Effect on postretirement benefit obligation .............. 30 (28)
</TABLE>
NOTE 18. QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter Total
--------------- ---------------- --------------- ---------------- -------------
In millions, except per share data
<S> <C> <C> <C> <C> <C>
1998
Operating revenues ........................... $ 4,115 $ 4,014 $ 5,298 $ 4,183 $ 17,610
Operating income ............................. 608 549 826 450 2,433
EBIT ......................................... 678 582 871 516 2,647
Income before extraordinary item ............. 328 279 429 224 1,260
Net income ................................... 320 279 429 224 1,252
Earnings per share (before extraordinary item)
Basic ....................................... $ 0.89 $ 0.76 $ 1.18 $ 0.60 $ 3.43
Dilutive .................................... $ 0.89 $ 0.76 $ 1.17 $ 0.60 $ 3.42
Earnings per share
Basic ....................................... $ 0.87 $ 0.76 $ 1.18 $ 0.60 $ 3.41
Dilutive .................................... $ 0.87 $ 0.76 $ 1.17 $ 0.60 $ 3.40
1997
Operating revenues............................ $ 3,786 $ 3,113 $ 4,820 $ 4,590 $ 16,309
Operating income ............................. 610 352 606 402 1,970
EBIT ......................................... 644 407 632 425 2,108
Net income ................................... 312 168 309 185 974
Earnings per share
Basic ....................................... $ 0.84 $ 0.43 $ 0.83 $ 0.41 $ 2.51
Dilutive .................................... $ 0.83 $ 0.43 $ 0.83 $ 0.40 $ 2.50
</TABLE>
NOTE 19. SUBSEQUENT EVENT (UNAUDITED)
On February 18, 1999, Duke Energy announced its intent to make a
concurrent cash tender offer in Chilean pesos in Chile and the United States
for 51% of the outstanding shares of Endesa-Chile. The estimated total cash
outlay is approximately $2.1 billion based on current exchange rates. The offer
will be contingent upon, among other things, certain Endesa-Chile shareholder
aprovals. If all approvals are obtained, the transactions are expected to be
completed during the second quarter of 1999. Endesa-Chile controls and operates
10,247 megawatts of generating capacity in Argentina, Brazil, Chile, Colombia
and Peru.
67
<PAGE>
DUKE ENERGY CORPORATION
Schedule II -- Valuation and Qualifying Accounts and Reserves
<TABLE>
<CAPTION>
In Millions
<S> <C>
Balance at December 31, 1998 (a) ............ $367
Balance at December 31, 1997 (a,b) .......... 329
Balance at December 31, 1996 (a,b) .......... 281
</TABLE>
- ---------
(a) Principally consists of injuries and damages reserves, property insurance
reserves and litigation and other contingency reserves which are included
in "Other Current Liabilities" or "Deferred Credits and Other Liabilities"
in the Consolidated Balance Sheets.
(b) Financial information reflects accounting for the 1997 merger with
PanEnergy Corp as a pooling of interests. As a result, the financial
information gives effect to the merger as if it had occurred on December
31, 1996.
68
<PAGE>
Independent Auditors' Report
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF DUKE ENERGY CORPORATION
We have audited the consolidated balance sheets of Duke Energy Corporation
and subsidiaries (Duke Energy) as of December 31, 1998 and 1997, and the
related consolidated statements of income, common stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1998. Our
audits also included the consolidated financial statement schedule listed in
the accompanying index at Item 14. These financial statements and financial
statement schedule are the responsibility of Duke Energy's management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits. The consolidated financial
statements and consolidated financial statement schedule give retroactive
effect to the merger of Duke Power Company and PanEnergy Corp, which has been
accounted for as a pooling of interests as described in Note 2 to the
consolidated financial statements. We did not audit the statements of income,
common stockholders' equity, and cash flows of PanEnergy Corp and subsidiaries
for the year ended December 31, 1996, which statements reflect total operating
revenues of (in millions), $7,537 for the year ended December 31, 1996. Those
financial statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for PanEnergy Corp and subsidiaries for 1996, is based solely on the report of
such other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of the other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Duke Energy as of December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles. Also, in our opinion, based on our
audits and (as to the amounts included for PanEnergy Corp and subsidiaries) the
report of the other auditors, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly, in all material respects the information set
forth therein.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Charlotte, North Carolina
February 12, 1999
69
<PAGE>
Responsibility for Financial Statements
The financial statements of Duke Energy Corporation (Duke Energy) are
prepared by management, which is responsible for their integrity and
objectivity. The statements are prepared in conformity with generally accepted
accounting principles appropriate in the circumstances to reflect in all
material respects the substance of events and transactions which should be
included. The other information in the annual report is consistent with the
financial statements. In preparing these statements, management makes informed
judgments and estimates of the expected effects of events and transactions that
are currently being reported.
Duke Energy's system of internal accounting control is designed to provide
reasonable assurance that assets are safeguarded and transactions are executed
according to management's authorization. Internal accounting controls also
provide reasonable assurance that transactions are recorded properly, so that
financial statements can be prepared according to generally accepted accounting
principles. In addition, accounting controls provide reasonable assurance that
errors or irregularities which could be material to the financial statements
are prevented or are detected by employees within a timely period as they
perform their assigned functions. Duke Energy's accounting controls are
continually reviewed for effectiveness. In addition, written policies,
standards and procedures, and a strong internal audit program augment Duke
Energy's accounting controls.
The Board of Directors pursues its oversight role for the financial
statements through the audit committee, which is composed entirely of directors
who are not employees of Duke Energy. The audit committee meets with management
and internal auditors periodically to review the work of each group and to
monitor each group's discharge of its responsibilities. The audit committee
also meets periodically with Duke Energy's independent auditors, Deloitte &
Touche LLP. The independent auditors have free access to the audit committee
and the Board of Directors to discuss internal accounting control, auditing and
financial reporting matters without the presence of management.
/s/ JEFFREY L. BOYER
Jeffrey L. Boyer
Vice President and Corporate Controller
70
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III.
Item 10. Directors and Executive Officers of the Registrant.
Reference is made to "Executive Officers of Duke Energy" included in "Item
1. Business" of this report. See "Election of Directors," "Information
Regarding the Board of Directors" and "Other Matters" in the proxy statement
relating to Duke Energy's 1999 annual meeting of shareholders (the Proxy
Statement), incorporated herein by reference.
Item 11. Executive Compensation.
See "Executive Compensation" and "Compensation of Directors" in the Proxy
Statement, incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
See "Security Ownership of Nominees, Directors and Executive Officers" in
the Proxy Statement, incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
See "Information Regarding the Board of Directors" in the Proxy Statement,
incorporated herein by reference.
71
<PAGE>
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Consolidated Financial Statements, Supplemental Financial Data and
Supplemental Schedules included in Part II of this annual report are as
follows:
Consolidated Financial Statements
Consolidated Statements of Income for the Years Ended December 31, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the Years Ended December 31,
1998, 1997 and 1996
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Common Stockholders' Equity for the Years
Ended December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
Quarterly Financial Data (unaudited) (included in Note 18 to the
Consolidated Financial Statements)
Consolidated Financial Statement Schedule II -- Valuation and Qualifying
Accounts and Reserves for the Years Ended December 31, 1998, 1997 and 1996
All other schedules are omitted because of the absence of the conditions
under which they are required or because the required information is included
in the financial statements or notes thereto.
(b) Reports on Form 8-K
A Current Report on Form 8-K filed on November 5, 1998 contained
disclosures under Item 5, Other Events, and Item 7, Financial Statements and
Exhibits.
A Current Report on Form 8-K filed on December 1, 1998 contained
disclosures under Item 5, Other Events, and Item 7, Financial Statements, Pro
Forma Financial Information and Exhibits.
A Current Report on Form 8-K filed on December 18, 1998 contained
disclosures under Item 5, Other Events, and Item 7, Financial Statements and
Exhibits.
(c) Exhibits -- See Exhibit Index immediately following the signature
page.
72
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 15, 1999 DUKE ENERGY CORPORATION
(Registrant)
By: RICHARD B. PRIORY
Richard B. Priory
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
(i) Principal executive officer:
Richard B. Priory
Chairman of the Board, President and Chief Executive Officer
(ii) Principal financial officer:
Richard J. Osborne
Executive Vice President and Chief Financial Officer
(iii) Principal accounting officer:
Jeffrey L. Boyer
Vice President and Corporate Controller
(iv) All of the Directors:
Richard B. Priory
G. Alex Bernhardt, Sr.
Robert J. Brown
William A. Coley
William T. Esrey
Ann Maynard Gray
Dennis R. Hendrix
Harold S. Hook
George Dean Johnson, Jr.
Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
Russell M. Robinson, II
Date: March 15, 1999
Richard J. Osborne, by signing his name hereto, does hereby sign this
document on behalf of the registrant and on behalf of each of the above-named
persons pursuant to a power of attorney duly executed by the registrant and
such persons, filed with the Securities and Exchange Commission as an exhibit
hereto.
By: /s/ RICHARD J. OSBORNE
-------------------------------------
Attorney-In-Fact
73
<PAGE>
EXHIBIT INDEX
Exhibits filed herewith are designated by an asterisk (*). All exhibits
not so designated are incorporated by reference to a prior filing, as
indicated. Items constituting management contracts or compensatory plans or
arrangements are designated by a double asterisk (**).
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C> <C>
2 -- Agreement and Plan of Merger, dated as of November 24, 1996, as amended and restated as of March 10,
1997, among registrant, Duke Transaction Corporation and PanEnergy Corp (filed with Form 8-K dated
March 20, 1997, File No. 1-4928, as Exhibit 2(a)).
3-A -- Restated Articles of Incorporation of registrant, dated June 18, 1997 (filed with Form S-8, No. 333-29563,
effective June 19, 1997, as Exhibit 4(G)).
*3-B -- By-Laws of registrant, as amended.
4 -- Rights Agreement, dated as of December 17, 1998, between the registrant and The Bank of New York, as
Rights Agent (filed with Form 8-K dated February 11, 1999).
10-A -- Agreement, dated March 6, 1978, between the registrant and the North Carolina Municipal Power Agency
No. 1 (filed with Form 8-K for the month of March 1978, File No. 1-4928).
10-B -- Agreement, dated August 1, 1980, between the registrant and Piedmont Municipal Power Agency (filed with
Form 8-K for the month of August 1980, File No. 1-4928).
10-C -- Agreement, dated October 14, 1980, between the registrant and North Carolina Electric Membership
Corporation (filed with Form 10-Q for the quarter ended September 30, 1980, File No. 1-4928).
10-D -- Agreement, dated October 14, 1980, between the registrant and Saluda River Electric Cooperative, Inc.
(filed with Form 10-Q for the quarter ended September 30, 1980, File No. 1-4928).
10-E** -- Employee Incentive Plan (filed with Form 10-K for the year ended December 31, 1993, File No. 1-4928, as
Exhibit 10-F).
10-F** -- Directors' Charitable Giving Program (filed with Form 10-K for the year ended December 31,1992, File No.
1-4928, as Exhibit 10-P).
10-G** -- Estate Conservation Plan (filed with Form 10-K for the year ended December 31, 1992, File No. 1-4928, as
Exhibit 10-R).
10-H** -- Supplemental Insurance Plan (filed with Form 10-K for the year ended December 31, 1992, File No.
1-4928, as Exhibit 10-S).
10-I** -- Executive Short-Term Incentive Plan (filed with Form 10-K for the year ended December 31, 1994, File No.
1-4928, as Exhibit 10-V).
10-J** -- Executive Savings Plan (filed with Form 10-K for the year ended December 31, 1996, File No. 1-4928, as
Exhibit 10-Z).
10-K** -- Executive Cash Balance Plan (filed with Form 10-K for the year ended December 31, 1996, File No.
1-4928, as Exhibit 10-AA).
10-L** -- Directors' Savings Plan (filed with Form 10-K for the year ended December 31, 1996, File No. 1-4928, as
Exhibit 10-BB).
10-M** -- Duke Power Company Stock Incentive Plan (filed as Appendix A to Schedule 14A of registrant, March 18,
1996, File No. 1-4928).
10-N** -- 1989 Non-employee Directors Stock Option Plan of Panhandle Eastern Corporation, adopted February 1,
1989 (filed with Form S-8 Registration Statement of Panhandle Eastern Corporation, File No. 33-28912, as
Exhibit 28(a)).
10-O** -- 1982 Key Employee Stock Option Plan of Panhandle Eastern Corporation, as amended through
December 3, 1986 (and related Agreement) (filed with Form 10-K of Panhandle Eastern Corporation for the
year ended December 31, 1986, File No. 1-8157, as Exhibit 10(g)).
10-P** -- Employees Savings Plan of Panhandle Eastern Corporation and Participating Affiliates (filed with Form
10-K of Panhandle Eastern Corporation for the year ended December 31, 1990, File No. 1-8157, as Exhibit
10.12).
10-Q** -- Panhandle Eastern Corporation 1994 Long Term Incentive Plan (filed with Form 10-K of Panhandle Eastern
Corporation for the year ended December 31, 1993, File No. 1-8157, as Exhibit 10.18).
10-R -- $1,250,000,000 Five-Year Credit Agreement dated as of August 25, 1997, among registrant, the banks listed
therein and Morgan Guaranty Trust Company of New York, as Administrative Agent (filed with Form 10-K
for the year ended December 31, 1997, as Exhibit 10-R).
10-S -- $950,000,000 Five-Year Credit Agreement dated as of August 25, 1997, among Duke Capital Corporation,
the banks listed therein and The Chase Manhattan Bank, as Administrative Agent (filed with Form 10-K for
the year ended December 31, 1997, as Exhibit 10-S).
</TABLE>
74
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number
- ---------
<S> <C> <C>
10-T -- $600,000,000 364-Day Credit Agreement dated as of August 24, 1998, among Duke Capital Corporation,
the banks listed therein and The Chase Manhattan Bank, as Administrative Agent, (filed with Form 8-K of
Duke Capital Corporation dated February 24, 1999, File No. 0-23977, as Exhibit 99.2).
10-U** -- Employment Agreement by and between the registrant and Richard B. Priory dated November 24, 1996
(incorporated by reference to Exhibit C-1 of Exhibit 2 to this Form 10-K), and the First Amendment thereto
dated October 22, 1997 (filed with Form 10-K for the year ended December 31, 1997, as part of Exhibit
10-U).
10-V** -- Employment Agreement by and among PanEnergy Corp, the registrant and Paul M. Anderson dated
November 24, 1996 (incorporated by reference to Exhibit B-1 of Exhibit 2 to this Form 10-K), and the First
Amendment thereto dated October 24, 1997 (filed with Form 10-K for the year ended December 31, 1997,
as part of Exhibit 10-V).
10-W** -- Employment Agreement by and among PanEnergy Corp, the registrant and Fred J. Fowler dated November
24, 1996 (incorporated by reference to Exhibit B-3 of Exhibit 2 to this Form 10-K), and the First
Amendment thereto dated October 24, 1997, filed herewith.
10-X** -- Employment Agreement by and between the registrant and William A. Coley dated November 24, 1996
(incorporated by reference to Exhibit C-2 of Exhibit 2 to this Form 10-K), and the First Amendment thereto
dated October 24, 1997 (filed with Form 10-K for the year ended December 31, 1997, as part of Exhibit
10-X).
10-Y** -- Employment Agreement by and between the registrant and Richard J. Osborne dated November 24, 1996
(incorporated by reference to Exhibit C-3 of Exhibit 2 to this Form 10-K), and the First Amendment thereto
dated October 27, 1997 (filed with Form 10-K for the year ended December 31, 1997, as part of Exhibit
10-Y).
10-Z** -- 1990 Long-Term Incentive Plan of Panhandle Eastern Corporation (filed with Form 10-K of Panhandle
Eastern Corporation for the year ended December 31, 1990, File No. 1-8157, as Exhibit 10.14).
10-AA -- Formation Agreement between PanEnergy Trading and Market Services, Inc. and Mobil Natural Gas, Inc.
dated May 29, 1996 (filed with Form 10-Q of PanEnergy Corp for the quarter ended June 30, 1996, File No.
1-8157, as Exhibit 2).
*10-BB -- Employment Agreement by and between the registrant and Richard W. Blackburn dated November 10,
1997.
10-CC -- Duke Energy Corporation Long-Term Incentive Plan (filed as Appendix A to Schedule 14A of the registrant,
March 16, 1998).
10-DD -- Duke Energy Corporation Policy Committee Short-Term Incentive Plan (filed as Appendix B to Schedule
14A of the registrant, March 16, 1998).
10-EE -- Stock Purchase Agreement between PanEnergy Corp, Texas Eastern Corporation and CMS Energy
Corporation, dated as of October 31, 1998 (filed as Exhibit 10 to Form 8-K of the registrant, File No.
1-4928, filed November 5, 1998).
10-FF -- Merger and Purchase Agreement among Union Pacific Resources Company, Union Pacific Fuels, Inc., Duke
Energy Field Services, Inc. and DEFS Merger Sub Corp., dated as of November 20, 1998 (filed as Exhibit
10 to Form 8-K of the registrant, File No. 1-4928, filed December 1, 1998).
*12 -- Computation of Ratio of Earnings to Fixed Charges.
*21 -- List of Subsidiaries.
*23(a) -- Consent of Deloitte & Touche LLP.
*23(b) -- Consent of KPMG LLP.
*24(a) -- Power of attorney authorizing Richard J. Osborne and others to sign the annual report on behalf of the
registrant and certain of its directors and officers.
*24(b) -- Certified copy of resolution of the Board of Directors of the registrant authorizing power of attorney.
*27 -- Financial Data Schedule for the Year Ended December 31, 1998.
*99 -- Independent Auditors' Report of KPMG LLP to the Board of Directors of PanEnergy Corp, dated January 16, 1997.
</TABLE>
The total amount of securities of the registrant or its subsidiaries
authorized under any instrument with respect to long-term debt not filed as an
exhibit does not exceed 10% of the total assets of the registrant and its
subsidiaries on a consolidated basis. The registrant agrees, upon request of
the Securities and Exchange Commission, to furnish copies of any or all of such
instruments.
75
Exhibit 3-B
BY-LAWS
OF
DUKE ENERGY CORPORATION
Date of Adoption:
July 28, 1997
Amended February 17, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I Offices ..........................................................................1
Section 1.1. Principal Office........................................................1
Section 1.2. Other Offices...........................................................1
ARTICLE II Meetings of Shareholders.............................................................1
Section 2.1. Place of Meetings.......................................................1
Section 2.2. Annual Meetings.........................................................1
Section 2.3. Special Meetings........................................................1
Section 2.4. Notice of Meetings......................................................1
Section 2.5. Voting Group............................................................2
Section 2.6. Quorum..................................................................2
Section 2.7. Voting of Shares........................................................2
Section 2.8. Proxies.................................................................3
Section 2.9. Notice of Shareholder Business and Nominations..........................3
Section 2.10. Conduct of Meetings....................................................5
Section 2.11. Inspectors of Elections................................................6
Section 2.12. Shareholders' List.....................................................6
ARTICLE III Board of Directors...................................................................6
Section 3.1. General Powers..........................................................6
Section 3.2. Number and Qualifications...............................................6
Section 3.3. Election of Directors; Classes..........................................6
Section 3.4. Removal.................................................................7
Section 3.5. Newly Created Directorships; Vacancies..................................7
Section 3.6. Compensation of Directors...............................................7
ARTICLE IV Meetings of Directors.................................................................8
Section 4.1. Regular Meetings........................................................8
Section 4.2. Special Meetings........................................................8
Section 4.3. Notice..................................................................8
Section 4.4. Quorum and Manner of Acting.............................................8
Section 4.5. Action by Consent of Board of Directors.................................8
Section 4.6. Conference Telephone Meetings...........................................8
ARTICLE V Committees of the Board................................................................9
Section 5.1. Management and Other Committees.........................................9
Section 5.2..........................................................................9
Section 5.3.........................................................................10
ARTICLE VI Officers .........................................................................10
Section 6.1. Elected Officers.......................................................10
Section 6.2. Election and Term of Office............................................10
Section 6.3. Chairman of the Board and Chief Executive Officer......................10
i
<PAGE>
Section 6.4. President..............................................................11
Section 6.5. Vice Presidents........................................................11
Section 6.6. Secretary..............................................................11
Section 6.7. Treasurer..............................................................11
Section 6.8. Controller.............................................................12
Section 6.9. Assistant Secretaries, Assistant Treasurers and
Assistant Controllers..................................................12
Section 6.10. Removal...............................................................12
Section 6.11. Vacancies.............................................................12
ARTICLE VII Stock Certificates and Transfers....................................................12
Section 7.1. Certificates for Shares................................................12
Section 7.2. Share Transfer Records.................................................13
Section 7.3. Lost, Stolen or Destroyed Certificates.................................13
Section 7.4. Fixing Record Date.....................................................13
Section 7.5. Holder of Record.......................................................14
ARTICLE VIII Contracts, Checks and Drafts, Deposits and Proxies.................................14
Section 8.1. Contracts..............................................................14
Section 8.2. Checks and Drafts......................................................14
Section 8.3. Deposits...............................................................14
Section 8.4. Proxies................................................................14
ARTICLE IX Indemnification.....................................................................15
Section 9.1. Indemnification........................................................15
ARTICLE X Miscellaneous.........................................................................15
Section 10.1. Fiscal Year...........................................................15
Section 10.2. Distributions.........................................................15
Section 10.3. Seal..................................................................16
Section 10.4. Waiver of Notice......................................................16
Section 10.5. Time Periods..........................................................16
Section 10.6. Resignations..........................................................16
Section 10.7. Definitions...........................................................16
ARTICLE XI Emergency Provisions.................................................................16
Section 11.1. General...............................................................16
Section 11.2. Unavailable Directors.................................................17
Section 11.3. Authorized Number of Directors........................................17
Section 11.4. Quorum................................................................17
Section 11.5. Creation of Emergency Committee.......................................17
Section 11.6. Constitution of Emergency Committee...................................17
Section 11.7. Powers of Emergency Committee.........................................18
Section 11.8. Directors Becoming Available..........................................18
Section 11.9. Election of Board of Directors........................................18
Section 11.10. Termination of Emergency Committee...................................18
Section 11.11. Nonexclusive Powers.................................................18
ii
<PAGE>
ARTICLE XII Amendments......................................................................... 18
Section 12.1. Amendments............................................................18
</TABLE>
iii
<PAGE>
BY-LAWS
OF
DUKE ENERGY CORPORATION (Adopted July 28, 1997
& Amended February 17, 1999)
ARTICLE I
OFFICES
Section 1.1. PRINCIPAL OFFICE. The principal office of the Corporation shall be
located in Charlotte, North Carolina.
Section 1.2. OTHER OFFICES. The Corporation may have such other offices either
within or without the State of North Carolina as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.1. PLACE OF MEETINGS. All meetings of shareholders shall be held at
such place either within or without the State of North Carolina as shall be
fixed by the Board of Directors and designated in the notice of the meeting.
Section 2.2. ANNUAL MEETINGS. The annual meeting of shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on such date and at such time as
may be fixed by the Board of Directors.
Section 2.3. SPECIAL MEETINGS. Except as otherwise required by law and subject
to the rights of the holders of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation, special meetings of
shareholders for any purpose or purposes may be called only by (i) the Board of
Directors pursuant to a resolution stating the purpose or purposes thereof or
(ii) by the Chairman of the Board of Directors. No business other than that
stated in the notice shall be transacted at any special meeting.
Section 2.4. NOTICE OF MEETINGS. Written or printed notice, stating the place,
day and hour of the meeting of shareholders and the purpose or purposes for
which the meeting is called, shall be delivered by the Corporation not less than
10 calendar days nor more
1
<PAGE>
than 60 calendar days before the date of the meeting, either personally, by
mail, or by such other means as may be permitted by law to each shareholder of
record entitled to vote at such meeting; provided that such notice must be given
to all shareholders with respect to any meeting at which a merger or share
exchange is to be submitted to shareholders for approval and in such other
instances as required by law. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid,
correctly addressed to the shareholder at such shareholder's address as it
appears on the stock transfer books of the Corporation. Such further notice
shall be given as may be required by law. When a meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment and if a new record date is not or must not be fixed for the
adjourned meeting; but if a new record date is fixed for the adjourned meeting
(which must be done if the new date is more than 120 days after the date of the
original meeting), notice of the adjourned meeting must be given as provided in
this Section 2.4 to persons who are shareholders as of the new record date.
Section 2.5. VOTING GROUP. All shares of one or more classes or series that
under the Articles of Incorporation or the North Carolina Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
Articles of Incorporation or the North Carolina Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the Articles of Incorporation or specifically required
by law.
Section 2.6. QUORUM. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting of shareholders only if a quorum of that voting
group exists. Unless otherwise required by law, the Articles of Incorporation or
a By-Law adopted by the shareholders, a majority of the votes entitled to be
cast on the matter by the voting group constitutes a quorum of that voting group
for action on that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. In the absence of a quorum at the
opening of any meeting of shareholders, such meeting may be adjourned from time
to time by the vote of a majority of the votes cast on the motion to adjourn;
and, subject to the provisions of Section 2.4, at any adjourned meeting any
business may be transacted that might have been transacted at the original
meeting if a quorum exists with respect to the matter proposed.
Section 2.7. VOTING OF SHARES. Each outstanding share entitled to vote shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Except in the election of directors, the vote of a majority of
shares voted on any matter at a meeting of shareholders at which a quorum is
present shall be the act of the shareholders on that matter, unless the vote of
a greater number is required by law or by the Articles of Incorporation.
Election of directors at all meetings of the shareholders at which directors are
to be elected shall be by ballot, and, subject to the rights of the holders of
any class of
2
<PAGE>
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, those nominees for
election as directors who receive the highest number of votes at a meeting at
which a quorum is present up to the maximum number of directors to be elected at
such meeting shall be deemed to have been elected.
Section 2.8. PROXIES. Shares may be voted either in person or by one or more
proxies authorized by a written appointment of proxy signed by the shareholder
or by the shareholder's duly authorized attorney-in-fact. An appointment of
proxy is valid for 11 months from the date of its execution, unless a different
period is expressly provided in the appointment form.
Section 2.9. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(A) ANNUAL MEETINGS OF SHAREHOLDERS. (1) Nominations of persons for election to
the Board of Directors and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (a) pursuant to
the Corporation's notice of meeting pursuant to Section 2.4 of these By-Laws,
(b) by or at the direction of the Board of Directors, or (c) by any shareholder
of the Corporation who was a shareholder of record at the time of giving of
notice provided for in this By-Law, who is entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly brought before an annual
meeting by a shareholder pursuant to clause (c) of paragraph (A)(1) of this
By-Law, the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 90th calendar day nor earlier than
the close of business on the 120th calendar day prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is more than 30 calendar days before or more
than 60 calendar days after such anniversary date, notice by the shareholder to
be timely must be so delivered not earlier than the close of business on the
120th calendar day prior to such annual meeting and not later than the close of
business on the later of the 90th calendar day prior to such annual meeting or
the 10th calendar day following the calendar day on which public announcement of
the date of such meeting is first made by the Corporation. In no event shall the
public announcement of an adjournment of an annual meeting of shareholders
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the
3
<PAGE>
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and as to the shareholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address
of such shareholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this
By-Law to the contrary, in the event that the number of directors to be elected
to the Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 calendar
days prior to the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this By-Law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of
business on the 10th calendar day following the day on which such public
announcement is first made by the Corporation.
(B) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting
pursuant to the Corporation's notice of meeting under Section 2.4 of these
By-Laws. Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction of
the Board of Directors, or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any shareholder
of the Corporation who is a shareholder of record at the time of giving of
notice provided for in this By-Law, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-Law. In the
event the Corporation calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors, any shareholder may
nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation's notice of meeting pursuant to such
clause (b), if the shareholder's notice required by paragraph (A)(2) of this
By-Law shall be delivered to the Secretary at the principal executive offices of
the Corporation not earlier than the close of business on the 120th calendar day
prior to such special meeting and not later than the close of business on the
later of the 90th calendar day prior to such special meeting or the 10th
calendar day following the day on which public announcement is first made of the
date of such special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public
announcement of an adjournment of a special meeting of shareholders commence a
new time period for the giving of a shareholder's notice as described above.
(C) GENERAL. (1) Only such persons who are nominated in accordance with the
4
<PAGE>
procedures set forth in this By-Law shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this By-Law. Except as otherwise provided by law, the Articles of Incorporation
or these By-Laws, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this By-Law and, if any proposed nomination or business
is not in compliance with this By-Law, to declare that such defective proposal
or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean disclosure in
a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this By-Law.
Nothing in this By-Law shall be deemed to affect any rights (i) of shareholders
to request inclusion of proposals in the Corporation's proxy statement pursuant
to Rule 14a-8 under the Exchange Act or (ii) of the holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances.
Section 2.10. CONDUCT OF MEETINGS. The Board of Directors may to the extent not
prohibited by law adopt such rules and regulations for the conduct of the
meeting of shareholders as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of shareholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may to
the extent not prohibited by law include, without limitation, the following: (i)
the establishment of an agenda or order of business for the meeting; (ii) rules
and procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the meeting to
shareholders of record of the Corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants. The date and time of the opening and the closing of
the polls for each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting by the person presiding over the meeting.
Unless, and to the extent, determined by the Board of Directors or the chairman
of the meeting, meetings of shareholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
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Section 2.11. INSPECTORS OF ELECTIONS. The Board of Directors may appoint, or
may authorize the Chairman of the Board to appoint, one or more inspectors,
which inspector or inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of shareholders and make a
written report thereof. If no inspector has been appointed to act or is able to
act at a meeting of shareholders, the chairman of the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before discharging
such person's duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of such
person's ability. The inspectors shall, by majority vote, resolve all questions
regarding voting of shares, including the shares represented at the meeting, the
qualification of voters, the validity of proxies, the existence of a quorum as
to any voting group, and the acceptance, rejection and tabulation of votes.
Section 2.12. SHAREHOLDERS' LIST. Before each meeting of shareholders, the
Secretary of the Corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and within each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the Corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available for inspection on written
demand by any shareholder, personally or by or with such shareholder's
representative, at any time during regular business hours. The list shall also
be available at the meeting and shall be subject to inspection on written demand
by any shareholder, personally or by or with such shareholder's representative,
at any time during the meeting or any adjournment thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. GENERAL POWERS. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
of Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these By-Laws required to be exercised or done by the shareholders.
Section 3.2. NUMBER AND QUALIFICATIONS. The number of directors constituting the
Board of Directors shall be not less than twelve nor more than twenty-four, as
may be fixed from time to time by the Board of Directors. A director must be a
shareholder of the Corporation.
Section 3.3. ELECTION OF DIRECTORS; CLASSES. The directors, other than those who
may be elected by the holders of any class of stock having a preference over the
Common Stock as to dividends or upon liquidation to elect directors under
specified circumstances,
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shall be classified, with respect to the time for which they severally hold
office into three classes, as nearly equal in number as possible. Such classes
shall originally consist of one class (Class I) of seven directors who shall be
elected at the annual meeting of shareholders held in 1991 for a term expiring
at the annual meeting of shareholders held in 1992; a second class (Class II) of
six directors who shall be elected at the annual meeting of shareholders held in
1991 for a term expiring at the annual meeting of shareholders to be held in
1993; and a third class (Class III) of six directors who shall be elected at the
annual meeting of shareholders held in 1991 for a term expiring at the annual
meeting of shareholders to be held in 1994; with each class to hold office until
its successor is elected and qualified. The Board of Directors shall increase or
decrease the number of directors in one or more classes as may be appropriate
whenever it increases or decreases the number of directors pursuant to the
Articles of Incorporation and Section 3.2 of these By-Laws, in order to ensure
that the three classes shall be as nearly equal in number as possible. At each
annual meeting of shareholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term expiring
at the annual meeting of shareholders held in the third year following the year
of their election.
Section 3.4. REMOVAL. Subject to the rights of any class of stock having a
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, a director may be removed from office
only with cause. "Cause" for removal of a director under this Section 3.4 means
fraudulent or dishonest acts, or gross abuse of authority in the discharge of
duties to the Corporation, and must be established after written notice of
specific charges and an opportunity to meet and refute such charges.
Section 3.5. NEWLY CREATED DIRECTORSHIPS; VACANCIES. Except as may be otherwise
provided for or fixed by or pursuant to any provisions of the Articles of
Incorporation relating to the rights of the holders of any class of stock having
a preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled only by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Any director elected in accordance with the preceding sentence
shall hold office until the expiration of the full term of the class for which
such director is elected and until such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Section 3.6. COMPENSATION OF DIRECTORS. Directors, as such, may receive,
pursuant to resolution of the Board of Directors, fixed fees and other
compensation for their services as directors, including, without limitation,
their services as members of committees of the Board of Directors.
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ARTICLE IV
MEETINGS OF DIRECTORS
Section 4.1. REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this By-Law as soon as practicable after the
annual meeting of shareholders. The Board of Directors may, by resolution,
provide the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 4.2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall
be called at the request of the Chairman of the Board or a majority of the Board
of Directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix the place and time of the meetings.
Section 4.3. NOTICE. Notice of any special meeting of directors shall be given
to each director at such director's business or residence in writing by hand
delivery, first-class or overnight mail or courier service, facsimile
transmission or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least 5 calendar days before such
meeting. If by overnight mail or courier service, such notice shall be deemed
adequately delivered when the notice is delivered to the overnight mail or
courier service company at least 24 hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least 12 hours before such meeting. If by telephone or by hand
delivery, the notice shall be given at least 12 hours prior to the time set for
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice of such meeting.
Section 4.4. QUORUM AND MANNER OF ACTING. Unless the Articles of Incorporation
or these By-Laws provide otherwise, a majority of the number of directors fixed
pursuant to these By-Laws shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. Unless required by law or the
Articles of Incorporation or these By-Laws provide otherwise, the affirmative
vote of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 4.5. ACTION BY CONSENT OF BOARD OF DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent thereto in
writing, whether before or after such action, and the writing or writings are
included with the minutes or filed with the corporate records.
Section 4.6. CONFERENCE TELEPHONE MEETINGS. Members of the Board of Directors
may participate in a meeting of the Board of Directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the
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meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
ARTICLE V
COMMITTEES OF THE BOARD
Section 5.1. MANAGEMENT AND OTHER COMMITTEES. The Board of Directors may
designate a Management Committee consisting of two or more directors of the
Corporation which shall include the Chairman of the Board who shall act as
chairman. Subject to delegations of authority or any other restrictions adopted
by the Board of Directors, the Management Committee may exercise all of the
authority of the Board of Directors when it is not in session, except that the
Management Committee may not (i) authorize distributions; (ii) approve, or
propose to shareholders, action that is required by law to be approved by
shareholders; (iii) fill vacancies on the Board of Directors or on any of its
Committees; (iv) amend the Articles of Incorporation; (v) adopt, amend or repeal
By-Laws; (vi) approve a plan of merger not requiring shareholder approval; (vii)
authorize or approve reacquisition of shares, except according to a formula or
method prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except within limits specifically prescribed by the Board of
Directors. Any resolutions adopted or other action taken by the Management
Committee within the scope of its authority shall be deemed for all purposes to
be adopted or taken by the Board of Directors.
The Board of Directors may also designate one or more other Committees of the
Board of Directors which shall consist of two or more directors of the
Corporation. Any such Committee, other than the Management Committee (the powers
of which are expressly provided for herein), may to the extent permitted by law
exercise such powers and shall have such responsibilities as shall be specified
in the designating resolution. The Board of Directors shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
Committee. Nothing herein shall be deemed to prevent the Board of Directors from
appointing one or more Committees consisting in whole or in part of persons who
are not directors of the Corporation; provided, however, that no such Committee
shall have or may exercise any authority of the Board of Directors.
Section 5.2 Each Committee shall keep written minutes of its proceedings and
shall report such proceedings to the Board when required. A majority of the
members of a Committee of the Board of Directors shall be necessary to
constitute a quorum and the affirmative vote of the majority of the members
present at a meeting at which a quorum is present shall be necessary to
constitute action by the Committee. A Committee may also act by the written
consent of all members thereof although not convened in a meeting provided that
such written consent is filed with the Minute Books of the Committee.
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Section 5.3 Each Committee shall fix the time and place of its meetings, unless
the Board of Directors shall otherwise provide. Notice of meetings of any
Committee shall be given to each member of the Committee in the manner provided
for in Section 4.3 of these By-Laws.
ARTICLE VI
OFFICERS
Section 6.1. ELECTED OFFICERS. The elected officers of the Corporation shall be
a Chairman of the Board, a President, a Secretary, a Treasurer, a Controller and
such other officers (including, without limitation, Executive Vice Presidents
and Senior Vice Presidents and Vice Presidents) as the Board of Directors from
time to time may deem proper. The Chairman of the Board and the President shall
be chosen from among the directors. All officers elected by the Board of
Directors shall each have such powers and duties as generally pertain to their
respective offices, subject to the specific provisions of this Article VI. Such
officers shall also have such powers and duties as from time to time may be
conferred by the Board of Directors or by any committee thereof. The Board of
Directors or the Management Committee may from time to time appoint such other
officers (including one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers), as may be necessary or desirable for the conduct of the
business of the Corporation. Such other officers and agents shall have such
duties and shall hold their offices for such terms as shall be provided in these
By-Laws or, to the extent consistent with these By-Laws, as may be prescribed by
the Board of Directors or the Management Committee, as the case may be.
Section 6.2. ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after the annual meeting of shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as practicable. Each officer shall hold office
until such person's successor shall have been duly elected and shall have
qualified or until such person's death or until he or she shall resign or shall
be removed pursuant to Section 6.10.
Section 6.3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The Chairman of
the Board shall be the Chief Executive Officer of the Corporation and shall be
responsible for the general management of the affairs of the Corporation and
shall perform all duties incidental to such person's office which may be
required by law and all such other duties as are properly required of the
Chairman of the Board by the Board of Directors. The Chairman of the Board shall
preside at all meetings of shareholders and of the Board of Directors and shall
make reports to the Board of Directors and the shareholders, and shall see that
all orders and resolutions of the Board of Directors and of any committee
thereof are carried into effect. The Chairman of the Board may also serve as
President, if so elected by the Board.
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Section 6.4. PRESIDENT. The President shall act in a general executive capacity
and shall assist the Chairman of the Board in the administration and operation
of the Corporation's business and general supervision of its policies and
affairs. The President shall in the absence of or because of the inability to
act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of shareholders and of the Board of Directors.
Section 6.5. VICE PRESIDENTS. The Executive Vice Presidents, the Senior Vice
Presidents and the Vice Presidents shall have such powers and duties as may be
prescribed for them, respectively, by the Board of Directors, the Management
Committee or the Chairman of the Board. Each of such officers shall report to
the Chairman of the Board or such other officer as the Chairman of the Board
shall direct.
Section 6.6. SECRETARY. The Secretary shall attend all meetings of the
shareholders and of the Board of Directors, shall keep a true and faithful
record thereof in proper books and shall have the custody and care of the
corporate seal, records, minute books and stock books of the Corporation and of
such other books and papers as in the practical business operations of the
Corporation shall naturally belong in the office or custody of the Secretary or
as shall be placed in the Secretary's custody by order of the Board of Directors
or the Management Committee. The Secretary shall keep a suitable record of the
addresses of shareholders and shall, except as may be otherwise required by
statute or these By-Laws, sign and issue all notices required for meetings of
shareholders or of the Board of Directors. The Secretary shall sign all papers
to which the Secretary's signature may be necessary or appropriate, shall affix
and attest the seal of the Corporation to all instruments requiring the seal,
shall have the authority to certify the By-Laws, resolutions of the shareholders
and Board of Directors and other documents of the Corporation as true and
correct copies thereof and shall have such other powers and duties as are
commonly incidental to the office of Secretary and as may be prescribed by the
Board of Directors, the Management Committee or the Chairman of the Board.
Section 6.7. TREASURER. The Treasurer shall have charge of and supervision over
and be responsible for the funds, securities, receipts and disbursements of the
Corporation; cause the moneys and other valuable effects of the Corporation to
be deposited in the name and to the credit of the Corporation in such banks or
trust companies or with such bankers or other depositories as shall be selected
in accordance with resolutions adopted by the Board of Directors; cause the
funds of the Corporation to be disbursed by checks or drafts upon the authorized
depositories of the Corporation, and cause to be taken and preserved proper
vouchers for all moneys disbursed; render to the proper officers and to the
Board of Directors, the Management Committee and the Finance Committee, whenever
requested, a statement of the financial condition of the Corporation and of all
his or her transactions as Treasurer; cause to be kept at the principal
executive offices of the Corporation correct books of account of all its
business and transactions; and, in general, perform all duties incident to the
office of Treasurer and such other duties as are given to him or her by the
By-Laws or as may be assigned to him or her by the Chairman of the Board or the
Board of Directors.
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Section 6.8. CONTROLLER. The Controller shall be the chief accounting officer of
the Corporation; shall keep full and accurate accounts of all assets,
liabilities, commitments, revenues, costs and expenses, and other financial
transactions of the Corporation in books belonging to the Corporation, and
conform them to sound accounting principles with adequate internal control;
shall cause regular audits of these books and records to be made; shall see that
all expenditures are made in accordance with procedures duly established, from
time to time, by the Corporation; shall render financial statements upon the
request of the Board of Directors; and, in general, shall perform all the duties
ordinarily connected with the office of Controller and such other duties as may
be assigned to him or her by the Chairman of the Board or the Board of
Directors.
Section 6.9. ASSISTANT SECRETARIES, ASSISTANT TREASURERS AND ASSISTANT
CONTROLLERS. Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, when elected or appointed, shall respectively assist the Secretary,
the Treasurer and the Controller in the performance of the respective duties
assigned to such principal officers, and in assisting such principal officer,
each of such assistant officers shall for such purpose have the powers of such
principal officer; and, in case of the absence, disability, death, resignation
or removal from office of any principal officer, such principal officer's duties
shall, except as otherwise ordered by the Board of Directors or the Management
Committee, temporarily devolve upon such assistant officer as shall be
designated by the Chairman of the Board.
Section 6.10. REMOVAL. Any officer or agent may be removed by the affirmative
vote of a majority of the directors then in office whenever, in their judgment,
the best interests of the Corporation would be served thereby. In addition, any
officer or agent appointed by the Management Committee may be removed by the
Management Committee whenever, in its judgment, the best interests of the
Corporation would be served thereby. Any removal shall be without prejudice to
the contract rights, if any, of the person so removed.
Section 6.11. VACANCIES. A newly created elected office and a vacancy in any
elected office because of death, resignation or removal may be filled by the
Board of Directors for the unexpired portion of the term at any meeting of the
Board of Directors. Any vacancy in an office appointed by the Management
Committee because of death, resignation or removal may be filled by the
Management Committee.
ARTICLE VII
STOCK CERTIFICATES AND TRANSFERS
Section 7.1. CERTIFICATES FOR SHARES. The Board of Directors may authorize the
issuance of some or all of the shares of the Corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates, the certificates shall be in such form as required by law and
as determined by the Board of Directors. Certificates shall be signed, either
manually or in facsimile, by the Chairman of the Board, the President or a Vice
President and by the Secretary or Treasurer or an Assistant Secretary or an
Assistant Treasurer. In case any officer or officers who shall
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have signed, or whose facsimile signature or signatures shall have been used on,
any such certificate or certificates shall cease to be such officer or officers
of the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by the Corporation,
such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation and the issuance and delivery of any such certificate or
certificates shall be conclusive evidence of such adoption. All certificates for
shares shall be consecutively numbered or otherwise identified and entered into
the stock transfer books of the Corporation. When shares are represented by
certificates, the Corporation shall issue and deliver to each shareholder to
whom such shares have been issued or transferred certificates representing the
shares owned by such shareholder. When shares are not represented by
certificates, then within a reasonable time after the issuance or transfer of
such shares, the Corporation shall send the shareholder to whom such shares have
been issued or transferred a written statement of the information required by
law to be on certificates.
Section 7.2. SHARE TRANSFER RECORDS. The Corporation shall maintain share
transfer records, containing the name and address of each shareholder of record
and the number and class or series of shares held by such shareholder. Transfers
of shares of the Corporation shall be made only on the share transfer records of
the Corporation by the holder of record thereof or by a duly authorized agent,
transferee or legal representative and only upon surrender for cancellation of
the certificate for such shares (if the shares are represented by certificates).
Section 7.3. LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for shares
of stock in the Corporation shall be issued in place of any certificate alleged
to have been lost, destroyed or stolen, except on production of such evidence of
such loss, destruction or theft and on delivery to the Corporation of a bond of
indemnity in such amount, upon such terms and secured by such surety, as the
Board of Directors or any financial officer may in its or such person's
discretion require. A new certificate may be issued without requiring any bond
if the Board of Directors or such financial officer so determines.
Section 7.4. FIXING RECORD DATE. The Board of Directors may fix a future date as
the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a meeting of shareholders, to vote or to take
any other action. Such record date may not be more than 70 days before the
meeting or action requiring a determination of shareholders. A determination of
shareholders entitled to notice of or to vote at a meeting of shareholders is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date for the adjourned meeting, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day before the first notice of the
meeting is delivered to shareholders shall be the record date for such
determination of shareholders. The Board of Directors
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may fix a date as the record date for determining shareholders entitled to a
distribution or share dividend. If no record date is fixed by the Board of
Directors for such determination, it is the date the Board of Directors
authorizes the distribution or share dividend.
Section 7.5. HOLDER OF RECORD. Except as otherwise required by law, the
Corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares.
ARTICLE VIII
CONTRACTS, CHECKS AND DRAFTS, DEPOSITS AND PROXIES
Section 8.1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 8.2. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by the Board of Directors.
Section 8.3. DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such
depositories as may be selected by or under the authority of the Board of
Directors.
Section 8.4. PROXIES. Unless otherwise provided by the Board of Directors, the
Chairman of the Board, the President or any Executive Vice President, Senior
Vice President or Vice President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes which the Corporation may be entitled to cast
as the holder of stock or other securities in any other corporation, any of
whose stock or other securities may be held by the Corporation, at meetings of
the holders of the stock or other securities of such other corporation, or to
consent in writing, in the name of the Corporation as such holder, to any action
by such other corporation, and may instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed in the name and on behalf of the Corporation and under
its corporate seal or otherwise, all such written proxies or other instruments
as he or she may deem necessary or proper in the premises.
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ARTICLE IX
INDEMNIFICATION
Section 9.1. INDEMNIFICATION. Any person who is or was serving as a director,
officer, employee or agent of the Corporation or who, at the request of the
Corporation, is or was serving as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise or as
a trustee or administrator under an employee benefit plan, shall be indemnified
by the Corporation, to the fullest extent permitted by law, against (a)
litigation expenses, including costs, expenses and reasonable attorneys' fees
incurred by any such person in connection with any threatened, pending or
completed action, suit or proceedings, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether or not brought by or
on behalf of the Corporation, arising out of such person's status as such or
such person's activities in any of the foregoing capacities, (b) liability,
including payments made by such person in satisfaction of any judgment, money
decree, fine (including an excise tax assessed with respect to an employee
benefit plan), penalty or settlement for which such person may have become
liable in any such action, suit or proceeding, and (c) reasonable costs,
expenses and attorneys' fees incurred by such person in connection with the
enforcement of the indemnification rights provided herein. Any person who is or
was serving in any of the foregoing capacities for or on behalf of the
Corporation shall be conclusively deemed to be doing or to have done so in
reliance upon, and as consideration for, the indemnification rights provided
herein.
Any such litigation expenses shall be paid by the Corporation in advance of the
final disposition of any action, suit or proceeding upon receipt of an unsecured
written promise by or on behalf of any such person to repay such amount unless
it shall ultimately be determined that such person is entitled to be indemnified
by the Corporation against such expenses.
The rights of indemnification provided herein (which shall be deemed to be a
contract between any such person and the Corporation enforceable on the part of
such person notwithstanding any subsequent amendment or repeal of this By-Law)
shall inure to the benefit of the estates or legal representatives of any such
person and shall not be exclusive of any other rights to which such person may
be entitled apart from this By-Law, by contract, resolution or otherwise.
ARTICLE X
MISCELLANEOUS
Section 10.1. FISCAL YEAR. The fiscal year of the Corporation shall begin on the
first day of January in each year and shall end on the thirty-first day of
December of such year.
Section 10.2. DISTRIBUTIONS. The Board of Directors may from time to time
authorize,
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and the Corporation may grant, distributions and share dividends to its
shareholders pursuant to law and subject to the provisions of the Articles of
Incorporation.
Section 10.3. SEAL. The corporate seal of the Corporation shall be circular in
form and shall consist of two concentric circles between which is the name of
the Corporation and the location of its principal office and in the center of
which is inscribed the word "SEAL". The corporate seal may be used by causing it
or a facsimile thereof to be impressed or reproduced or otherwise.
Section 10.4. WAIVER OF NOTICE. Whenever any notice is required to be given to
any shareholder or director of the Corporation under the provisions of the North
Carolina Business Corporation Law or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any annual
or special meeting of the shareholders or the Board of Directors or committee
thereof need be specified in any waiver of notice of such meeting.
Section 10.5. TIME PERIODS. In applying any provision of these By-Laws which
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.
Section 10.6. RESIGNATIONS. Any director or any officer, whether elected or
appointed, may resign at any time by giving written notice of such resignation
to the Chairman of the Board or the Secretary, and such resignation shall be
deemed to be effective when communicated unless the notice specifies a later
effective date. No formal action shall be required on behalf of the Corporation
to make any such resignation effective.
Section 10.7. DEFINITIONS. Unless the context otherwise requires, terms used in
these By-Laws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.
ARTICLE XI
EMERGENCY PROVISIONS
Section 11.1. GENERAL. The provisions of this Article shall be operative only
during a national emergency declared by the President of the United States or
the person performing the President's functions, or in the event of a nuclear,
atomic or other attack on the United States or on a locality in which the
Corporation conducts its principal business or customarily holds meetings of its
Board of Directors or its shareholders, or during the existence of any other
catastrophic event or similar emergency, as a result of which a quorum of the
Board of Directors cannot readily be assembled for action. Said provisions in
such event shall override all other By-Laws of the Corporation in conflict with
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<PAGE>
any provisions of this Article, and shall remain operative during such
emergency, but thereafter shall be inoperative; provided that all actions taken
in good faith pursuant to such provisions shall thereafter remain in full force
and effect unless and until revoked by action taken pursuant to the provisions
of the By-Laws other than those contained in this Article.
Section 11.2. UNAVAILABLE DIRECTORS. All directors of the Corporation who are
not available to perform their duties as directors by reason of physical or
mental incapacity or for any other reason or who are unwilling to perform their
duties or whose whereabouts are unknown shall automatically cease to be
directors, with like effect as if such persons had resigned as directors, so
long as such unavailability continues.
Section 11.3. AUTHORIZED NUMBER OF DIRECTORS. The authorized number of directors
shall be the number of directors remaining after eliminating those who have
ceased to be directors pursuant to Section 11.2, or the minimum number required
by law, whichever number is greater.
Section 11.4. QUORUM. The number of directors necessary to constitute a quorum
shall be one-third of the authorized number of directors as specified in Section
11.3, or such other minimum number as, pursuant to the law or lawful decree then
in force, it is possible for the by-laws of a corporation to specify.
Section 11.5. CREATION OF EMERGENCY COMMITTEE. In the event the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 11.2 is less than the minimum number of authorized directors
required by law, then until the appointment of additional directors to make up
such required minimum, all the powers and authorities which the Board of
Directors could by law delegate, including all powers and authorities which the
Board of Directors could delegate to a committee, shall be automatically vested
in an emergency committee, and the emergency committee shall thereafter manage
the affairs of the Corporation pursuant to such powers and authorities and shall
have all other powers and authorities as may by law or lawful decree be
conferred on any person or body of persons during a period of emergency.
Section 11.6. CONSTITUTION OF EMERGENCY COMMITTEE. The emergency committee shall
consist of all the directors remaining after eliminating those who have ceased
to be directors pursuant to Section 11.2, provided that such remaining directors
are not less than three in number. In the event such remaining directors are
less than three in number, the emergency committee shall consist of three
persons, who shall be the remaining director or directors and either one or two
officers or employees of the Corporation, as the remaining director or directors
may in writing designate. If there is no remaining director, the emergency
committee shall consist of the three most senior officers of the Corporation who
are available to serve, and if and to the extent that officers are not
available, the most senior employees of the Corporation. Seniority shall be
determined in accordance with any designation of seniority in the minutes of the
proceedings of the Board of Directors, and in the absence of such designation,
shall be determined by rate of remuneration.
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<PAGE>
Section 11.7. POWERS OF EMERGENCY COMMITTEE. The emergency committee, once
appointed, shall govern its own procedures and shall have power to increase the
number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any
reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article 11.
Section 11.8. DIRECTORS BECOMING AVAILABLE. Any person who has ceased to be a
director pursuant to the provisions of Section 11.2 and who thereafter becomes
available to serve as a director shall automatically become a member of the
emergency committee.
Section 11.9. ELECTION OF BOARD OF DIRECTORS. The emergency committee shall, as
soon after its appointment as is practicable, take all requisite action to
secure the election of a board of directors, and upon such election all the
powers and authorities of the emergency committee shall cease.
Section 11.10. TERMINATION OF EMERGENCY COMMITTEE. In the event, after the
appointment of an emergency committee, a sufficient number of persons who ceased
to be directors pursuant to Section 11.2 become available to serve as directors,
so that if they had not ceased to be directors as aforesaid, there would be
sufficient directors to constitute the minimum number of directors required by
law, then all such persons shall automatically be deemed to be reappointed as
directors and the powers and authorities of the emergency committee shall
terminate.
Section 11.11. NONEXCLUSIVE POWERS. The emergency powers provided in this
Article 11 shall be in addition to any powers provided by law.
ARTICLE XII
AMENDMENTS
Section 12.1. AMENDMENTS. Except as required by law or as otherwise provided in
the Articles of Incorporation or in a By-Law adopted by the shareholders, these
By-Laws may be amended or repealed and new By-Laws may be adopted by the Board
of Directors. No By-Law adopted, amended or repealed by the shareholders shall
be readopted, amended or repealed by the Board of Directors, unless the Articles
of Incorporation or a By-Law adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular By-Law or the By-Laws
generally.
18
EMPLOYMENT AND NON-COMPETE AGREEMENT
THIS EMPLOYMENT AND NON-COMPETE AGREEMENT (the "Agreement")
is entered into this 10th day of November, 1997, by and between RICHARD W.
BLACKBURN ("Employee") and DUKE ENERGY CORPORATION ("Duke"), a North Carolina
corporation with its principal executive offices in Charlotte, North Carolina.
Background Statement
Duke desires to employ Employee to serve as its Executive Vice President
and General Counsel, and Employee desires to accept that position with Duke.
This Agreement sets forth the terms and conditions of Employee's employment by
Duke and represents the entire agreement of the parties with respect to that
subject.
Terms of Agreement
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment. Duke hereby employs Employee, and Employee hereby
accepts such employment, upon the terms and conditions set forth herein.
2. Position and Duties.
(a) Duties. Employee is employed by Duke as Executive Vice
President and General Counsel of Duke. As Executive Vice President and
General Counsel, Employee shall perform such duties as the bylaws of
Duke, the Board of Directors and the Chief Executive Officer may
prescribe. Employee shall report directly to the Office of the Chairman
at Duke and shall serve on Duke's Policy Committee.
(b) Engaging in Other Employment. While employed by Duke, Employee
shall devote full time and attention to Duke and shall not be employed
by any other person or entity. With the consent of the Chief Executive
Officer, Employee may accept paid board or trustee positions for other
entities and may accept fees for public speaking and published
writings. Employee may reasonably participate as a member in community,
civic, or similar organizations and may pursue personal investments
that do not interfere with the normal business activities of Duke.
<PAGE>
(c) Loyal and Conscientious Performance. Employee shall act at all
times in compliance with the policies, rules and decisions adopted from
time-to-time by the Board of Directors of Duke and perform all the
duties and obligations required of him by this Agreement in a loyal and
conscientious manner.
(d) Location. Employee's office shall be located in Charlotte,
North Carolina
3. Term of Employment. The term of the employment pursuant to this
Agreement shall commence on November 10, 1997, and end on December 31, 1998
unless terminated earlier pursuant to the provisions of this Agreement. After
the expiration of the term of employment set forth in this Section 3, Employee
shall be an employee-at-will whose employment can be terminated at any time for
any reason by Duke or Employee.
4. Base Compensation. Employee's base annual salary is $360,000. This
base compensation will be payable in equal monthly installments, subject to
applicable state and federal income tax and social security tax withholding
requirements.
5. Bonus. Employee shall be eligible to participate in the annual bonus
program for members of Duke's Policy Committee as established by the
Compensation Committee of Duke's Board of Directors. If the goals established in
the bonus program are met, the Employee's target bonus is 60% of base annual
salary, the minimum bonus is 30% of base annual salary and the maximum bonus is
90% of base annual salary. If minimum goals are not met, there will be no bonus.
6. Grant of Stock Options and Restricted Stock. Duke shall grant to
Employee an option to purchase 150,000 shares of Duke common stock pursuant to
Duke's Stock Incentive Plan. This grant will be made during 1998 at the same
time that options are granted to other members of Duke's Policy Committee. The
exercise price of the options will be the fair market value of the shares on the
date of grant. The normal expiration date of the options will be the tenth
anniversary of the date of grant. To the extent permitted by the terms of the
plan under which such options are granted, the options will expire one year
after termination of Employment (but will expire earlier if the termination is a
result of voluntary resignation).
In order to permit this grant of stock options, the shareholders of Duke
must approve an amendment to the Stock Incentive Plan to increase the number of
shares for which options may be granted and to increase the annual limit on the
number of options granted to any individual. The Board of Directors will use its
best efforts to have such amendment approved at the 1998 annual meeting.
Duke shall grant to Employee 9,000 shares of Restricted Stock in three
equal grants of 3,000 shares in January 1998, January 1999 and January 2000, on
such terms
2
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and conditions as set forth in Duke's Stock Incentive Plan. Shares of restricted
stock shall accrue dividends from the date of grant forward. With respect to
each grant of 3,000 shares of Restricted Stock, 1,000 of such shares shall vest
on the three successive anniversary dates from the date of original award of
that 3,000-share grant.
In the event Employee's employment is terminated for any reason, either
by Duke or Employee, all unvested stock options or Restricted Stock shall be
forfeited.
7. Fringe Benefits. Employee shall participate in all benefit plans that
are available to members of Duke's Policy Committee. A statement of current
benefits available to members of the Policy Committee is attached hereto as
Schedule A. The availability and terms of such fringe benefits are set by the
Compensation Committee of the Board of Directors and change from time-to-time.
There is no assurance that the benefits set forth on Schedule A will not be
changed or eliminated for members of the Policy Committee. For purposes of
determining Employee's vacation benefits, Employee shall be credited 15 years of
service (which will entitle Employee to four weeks vacation beginning January 1,
1998).
8. Noncompetition by Employee.
(a) Employee agrees that during his employment by Duke and for a
period of one year after his voluntary resignation of employment or six
months after an involuntary termination of Employee's employment,
without Duke's prior written consent, he will not, directly or
indirectly, either as principal, agent, manager, employee, partner,
shareholder, director, officer, consultant or otherwise, (A) become
engaged or involved in any business (other than as a less than 5%
equity owner of any corporation traded on any national, international
or regional stock exchange or in the over-the-counter market), that
competes with Duke or any person or entity that controls, is controlled
by or is under common control with Duke (collectively, the "Company
Affiliates") in the business of production, transmission, distribution
or retail or wholesale marketing or selling of electricity, gathering,
processing or transmission of natural gas, resale or arranging for the
purchase for resale, brokering, marketing or trading of natural gas,
electricity or derivatives thereof, energy management and energy
solution provision, or natural or international energy development; or
(B) induce or attempt to induce any customer, supplier or employee of
Duke or any Company Affiliate to reduce, terminate, restrict or
otherwise alter its business relationship with Duke or any Company
Affiliate. If any provision or part of this Section 8 is held to be
unenforceable because of the duration of such provision or the area
covered thereby, the parties hereto agree to modify such provision, or
that the court making such determination shall have the power to modify
such provision, to reduce the duration or area of such provision or
both, or to delete specific words or phrases herefrom
("blue-penciling"), and in its reduced or blue-penciled form, such
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<PAGE>
provision shall then be enforceable and shall be enforced. If Employee violates
any of the restrictive covenants set forth in this Section 8, then the time
limitation otherwise applicable shall be extended for a period of time equal to
the period of time during which such breach or breaches occurred. The parties
intend the above restrictions on competition to be completely severable and
independent, and any invalidity or unenforceability of any one or more of such
restrictions shall not render invalid or unenforceable any one or more of the
other restrictions. Notwithstanding the above, this restrictive covenant is not
intended to restrict the ability of Employee to practice as an attorney in
private practice or to render legal advice to any client or to restrict him from
competing with any Duke subsidiary or affiliate with which he had no connection
or involvement during his employment by Duke.
(b) The provision of Section 8(a) shall be limited in scope and
effective only within the following geographical areas:
(i) Any country in the World where Duke has $25 million in
capital deployed as of the date of termination;
(ii) The Continent of North America;
(iii) The United States of America;
(iv) The states of the United States located east of the
Mississippi River;
(v) The states of North Carolina, South Carolina, Virginia
Georgia and Tennessee; and
(vi) North Carolina and South Carolina.
The parties intend the above geographical areas to be completely
severable and independent, and any invalidity or unenforceability of this
Agreement with respect to any one area shall not render this Agreement
unenforceable as applied to any one or more of the other areas.
(c) Employee acknowledges that Duke may have no adequate means to
protect its rights under this Section 8 other than by securing an
injunction (a court order prohibiting Employee from violating this
Agreement). Employee agrees that Duke may enforce this Agreement by
obtaining a preliminary and permanent injunction and any other
appropriate equitable relief in any court of competent jurisdiction.
Employee acknowledges that the recovery of damages will not be an
adequate means to redress a breach of this Agreement, but nothing in
this Section
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8 shall prohibit Duke from pursuing any remedies in addition to
injunctive relief, including recovery of damages.
(d) Employee acknowledges and agrees that Duke would not agree to
hire Employee without the covenants made by Employee in this Section 8,
and that the compensation and benefits provided in this Agreement
constitute adequate and aufficient consideration for the covenants made
by Employee in this Section 8 and in the remainder of this Agreement.
(e) Employee's obligations under this Section 8 shall survive any
termination of his employment.
9. Confidentiality. Employee shall not, at any time, use (other than in
the ordinary course of fulfilling his duties as an employee of Duke), divulge or
otherwise disclose, directly or indirectly, any confidential and proprietary
information (including without limitation any customer or prospect list,
supplier list, acquisition or merger targets, business plans or strategies,
data, records or financial information which is not generally known to the
public) concerning the business, policies or operations of Duke or its Company
Affiliates which Employee may have learned on or prior to the date hereof or
during the term of Employee's employment by Duke (as an employee, consultant,
shareholder, officer, controlling person, agent or otherwise). Employee's
obligations under this Section 9 shall survive any termination of his
employment.
1O. Termination.
(a) Notwithstanding anything to the contrary contained herein,
Employee may terminate his employment at any time by resigning, and
Employee's employment may be terminated by Duke prior to the end of the
term specified in Section 3 as follows:
(i) due to the death of Employee;
(ii) due to the disability which prevents Employee from
performing the essential functions of his full duties for a
period of 90 consecutive days at anytime during the term of
this Agreement;
(iii) continued gross neglect, malfeasance or gross
insubordination, after reasonable notice, for a reason not
beyond Employee's control, in performing duties assigned to
Employee with this Agreement; (B) a final conviction for a
felony involving moral turpitude; (C) an egregious act of
dishonesty (including without limitation theft or
embezzlement) in connection with employment, or a malicious
action by Employee toward Duke's customers or employees; (E) a
willful material violation of the
<PAGE>
provision of Section 8 or 9 hereof; or (F) material failure to
carry out reasonably assigned duties or instructions
consistent with the title of General Counsel and Executive
Vice President (provided that material failure to carry out
reasonably assigned duties shall be deemed to constitute cause
only after a finding by Duke's Chief Executive Officer of
material failure on the part of Employee and the failure to
remedy such performance to the Chief Executive Officer's
satisfaction within 30 days after delivery of written notice
to Employee of such finding); or
(iv) for any reason other than death, disability or for
cause.
(b) In the event of Employee's resignation or early termination pursuant
to subsection (a)(i), (ii) or (iii) above, Employee shall be entitled only to
his base salary earned through the date of termination. Employee's rights to any
bonus and unvested stock options or unvested restricted stock shall be
forfeited, but the termination shall not affect any rights of Employee that have
become vested under any employee benefit plan or arrangement. In the event that
Duke terminates Employee pursuant to subsection (a)(iv) above, prior to the end
of the term specified in Section 3 hereof, the balance of the annual base
compensation and target bonus (as established pursuant to the bonus program
hereto in Section 5 above) shall be paid to Employee at the time it would
otherwise be due and payable under the terms of this Agreement.
(c) After the end of the term specified in Section 3 hereof, Employee
shall be an employee-at-will whose employment can be terminated at any time for
any reason by Duke or Employee. If Duke decides to terminate Employee, Duke will
cooperate with Employee in determining when and how to announce such termination
and will delay any announcement for up to six months from the termination date
if Employee so requests. Upon termination, Employee shall be eligible to receive
severance benefits in accordance with the Severance Plan for executive employees
in effect as of the date of termination. In addition, Duke will provide Employee
with out placement services for six months after termination and will provide a
suitable furnished office for Employee at Duke to use for finding new employment
for a period of up to six months. Employee shall not receive any compensation
for any period of time post-termination, even though Employee may maintain an
office at Duke, except for the severance benefits provided by the Severance Plan
for executive employees.
(d) Upon Duke's termination of Employee's employment (except due to
death, disability or cause) during the term of this Agreement, Duke shall pay
Employee all reasonable relocation costs to move to any geographical location
within 1,000 miles of Charlotte, North Carolina and receive the same relocation
benefits that he was given upon his move to North Carolina.
6
<PAGE>
11. Notice. Any notice to be given hereunder by either party to the
other may be effectuated either by personal delivery in writing or by mail,
registered or certified, postage prepaid, with return receipt requested. Mailed
notices shall be addressed to the parties at the following addresses:
If to Duke or any other
Company Affiliate: Mr. Richard Priory
Chairman and CEO
Duke Energy Corporation
Post Office Box 1007
Charlotte, North Carolina 28201 - 1007
cc: Mr. Christopher C. Rolfe
Vice President, Corporate Human Resources
Duke Energy Corporation
Post Office Box 1244, PB403-A
Charlotte, North Carolina 28201-1244
If to Employee: Mr. Richard W. Blackburn
General Counsel and Executive Vice President
Post Office Box 1244 - PB05E
Charlotte, North Carolina 28201-1244
12. Waiver of Breach. The waiver by any party to a breach of any
provision in this Agreement cannot operate or be construed as a waiver of any
subsequent breach by a party.
13. Severability. The invalidity or unenforceability of any particular
provision in this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if the invalid or
unenforceable provision were omitted.
14. Entire Agreement. Except as otherwise provided herein, this
Agreement covers the entire understanding of the parties as to the employment of
Employee, superseding all prior understandings and agreements, and no
modifications or amendments of the terms and conditions herein shall be
effective unless in writing and signed by the parties or their respective duly
authorized agents.
15. Governing Law. This Agreement shall be interpreted, construed and
governed according to the laws of the State of North Carolina, without reference
to conflicts of law principles thereof.
16. Consent to Jurisdiction. Employee hereby consents to the
nonexclusive jurisdiction of any state court within Mecklenburg County, North
Carolina or any federal
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<PAGE>
court located within the Western District of the State of North Carolina for any
proceeding instituted hereunder or arising out of or in connection with this
Agreement.
17. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their permitted successors,
assigns, legal representatives and heirs, but neither this Agreement nor any
rights hereunder shall be assignable by Employee.
18. Temporary Housing and Relocation. Employee will relocate from New
Canaan, Connecticut to the Charlotte area. Duke will pay relocation costs under
its standard relocation plan referenced in Schedule A. Duke will provide
Employee with a furnished apartment for up to nine months, and reimburse
Employee for airfare and ground transportation related to weekend trips back to
Connecticut. Duke also will reimburse Employee for the reasonable cost
associated with house-hunting trips for his spouse.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
DUKE ENERGY
By: /s/ Richard B. Priory
-------------------------------------
Title: Chief Executive Officer
----------------------------------
EMPLOYEE
/s/ Richard W. Blackburn
------------------------------------(SEAL)
8
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SCHEDULE A
----------
The General Counsel will participate in Executive Cash Balance plan, effective
1-1-98.
o One account to provide a make-whole plan to compensate for IRS limits on
the qualified cash balance plan.
o A second account will provide an additional retirement benefit of 2% of
pay (base and bonus) each month.
o Interest on both accounts tied to 30-year treasury bonds.
The General Counsel will participate in Executive Savings Plan, effective
1-1-98.
o One account will provide a make-whole plan to compensate for IRS limits on
the qualified 401-K Plan.
o A second account will be for voluntary deferrals up to 25% of base pay and
up to 100% of cash incentives.
o Investment options consistent with the qualified 401-K Plan.
The General Counsel will participate in the financial planning benefit which
provides for $6,000/year or $18,000 over a 3-year period for financial planning
services.
The General Counsel will receive a membership in a country club.
The General Counsel will receive a membership in a dining club.
The General Counsel will receive a parking place in downtown Charlotte.
The General Counsel will receive standard relocation benefits.
The company will pay ABA dues, North Carolina State Bar dues, and other
professional dues for the General Counsel.
<PAGE>
RESTRICTED STOCK AWARD AGREEMENT
--------------------------------
This Restricted Stock Award Agreement (the "Agreement") has been made as
of January 2, 1998, (the "Date of Award") by DUKE ENERGY CORPORATION with its
principal offices in Charlotte, North Carolina (the "Company"), to RICHARD W.
BLACKBURN, who resides at 6810 Phillips Place Court, Charlotte, North Carolina
28210 (the "Grantee").
RECITALS
Under the Duke Energy Corporation Stock Incentive Plan (the "Plan"), the
Company's Compensation Committee of the Board of Directors (the "Committee") has
determined the form of this Agreement and selected the Grantee, a Key Employee,
to receive this Restricted Stock Award and the shares of Duke Energy Corporation
Common Stock, without par value ("Common Stock") that are subject hereto. The
applicable terms of the Plan are incorporated in this Agreement by reference,
including the definitions of terms contained in the Plan.
RESTRICTED STOCK AWARD
In accordance with the terms of the Plan, the Company has made this
Restricted Stock Award effective as of January 2, 1998, and concurrently has
issued or transferred to the Grantee shares of Common Stock upon the following
terms and conditions:
Section 1. Number of Shares. The number of shares of Common Stock issued
or transferred under this Restricted Stock Award is three thousand (3,000).
Section 2. Rights of the Grantee as Shareholder. The Grantee, as the
owner of record of the shares of Common Stock issued or transferred pursuant to
this Restricted Stock Award, is entitled to all the rights of a shareholder of
the Company, including the right to vote, the right to receive cash or stock
dividends, and the right to receive shares in any recapitalization of the
Company, subject, however, to the restrictions stated in this Agreement and to
the restrictions referred to in the legend, if any, that appears on the back of
each certificate representing shares of Common Stock issued under this
Restricted Stock Award. If the Grantee receives any additional shares by reason
of being the holder of the shares of Common Stock issued or transferred under
this Restricted Stock Award or of the additional shares previously distributed
to the Grantee, all the additional shares shall be subject to the provisions of
this Agreement.
Section 3. Period of Restriction. The Period of Restriction under this
Restricted Stock Award shall commence on the Date of Award and expire upon the
earliest of (i) the date of death of the Grantee, (ii) the date of Disability of
the Grantee as defined in Section 2.10 of the Plan, (iii) the occurrence of a
Change of Control of the Company, as set forth in Section 2.5 of the Plan, or
(iv) the vesting of shares of Common Stock issued under this Restricted Stock
Award in equal installments of one thousand (1,000) shares each, in accordance
with the following vesting schedule:
<PAGE>
Vesting Date
{Expiration of Period of Restriction) Shares Released from Restrictions
- ------------------------------------- ---------------------------------
January 4, 1999 1,000 shares
January 3, 2000 1,000 shares
January 2, 2001 1,000 shares
Section 4. Conditions During Period of Restriction. During the Period
of Restriction the following conditions must continue to be satisfied:
a. the employment of the Grantee with the Company must not terminate for
any reason, except as provided in Section 3 above;
b. the Grantee must not, voluntarily or involuntarily, sell, assign,
transfer, pledge, or otherwise dispose of the nonvested shares of
Common Stock issued or transferred pursuant to this Restricted Stock
Award; and
c. the Grantee must not exercise any dissenter's rights with respect to
the shares of Common Stock issued or transferred pursuant to this
Restricted Stock Award that are otherwise available under any
provisions of the North Carolina Business Corporation Act.
Section 5. Consequences of Failure to Satisfy Conditions. The following
shall be the consequences of Grantee's failure to satisfy the conditions in
Section 4 during the Period of Restriction:
a. If the condition of Section 4.a is not satisfied, either by act of the
Grantee or otherwise, (i) the Grantee will forfeit the nonvested shares
of Common Stock issued or transferred pursuant to this Restricted Stock
Award, (ii) the Grantee will assign and transfer the certificates
evidencing ownership of such nonvested shares to the Company, (iii) all
interest of the Grantee in such nonvested shares shall terminate, and
(iv) the Grantee shall cease to be shareholder with respect to such
nonvested shares.
b. Any attempted sale, assignment, transfer, pledge, or other disposition
of the nonvested shares of Common Stock issued or transferred pursuant
to this Restricted Stock Award in violation of the condition in Section
4.b, whether voluntary of involuntary, shall be ineffective and the
Company shall not be required to transfer the nonvested shares.
c. Any attempted exercise of dissenter's rights in violation of the
condition in Section 4.c shall be ineffective and the Company may
disregard any purported notice of
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<PAGE>
exercise of dissenter's rights by the Grantee during the Period of Restriction
with respect to the nonvested shares of Common Stock issued or transferred
pursuant to this Restricted Stock Award.
Section 6. Lapse of Restrictions. At the end of the Period of
Restriction, if the condition specified in Section 4.a has been satisfied during
the Period of Restriction, all restrictions shall terminate, and the Grantee
shall be entitled to exchange the certificates containing the legend prescribed
in Section 7 for certificates without the legend, provided, that if the Grantee
has attempted to violate the condition specified in Section 4.b, the Company
shall have no obligation to deliver unlegended certificates to anyone other than
the Grantee. However, in the event of an attempted violation of the condition
specified in Section 4.b, the Company shall be entitled to withhold delivery of
any of the certificates if, and for so long as, in the judgment of the Company's
counsel, the Company would incur a risk of liability to any party whom such
shares were purported to be sold, transferred, pledged, or otherwise disposed.
Section 7. Legend on Certificates. Each certificate evidencing
ownership of shares of Common Stock issued or transferred pursuant to this
Restricted Stock Award during the Period of Restriction shall bear the following
legend on the back side of the certificate:
"These shares have been issued or transferred
subject to a Restricted Stock Award Agreement and
are subject to substantial restrictions, including
but no limited to, a prohibition against transfer,
either voluntary or involuntary, a waiver of any
appraisal rights, and a provision requiring transfer
of these shares to Duke Energy Corporation (the
"Company") without any payment in the event of
termination of the employment of the registered
owner, all as more particularly set forth in a
Restricted Stock Award Agreement, a copy of which is
on file with the Company."
Pursuant to Section 8.4 of the Plan, the Company shall hold the shares of Common
Stock issued or transferred pursuant to this Restricted Stock Award in escrow
during the Period of Restriction.
Section 8. Specific Performance of the Grantee's C.oven0'ts. By
accepting this Restricted Stock Award and the issuance and delivery of the
shares of Common Stock pursuant to this Restricted Stock Award, the Grantee
acknowledges that the Company does not have an adequate remedy in damages for
the breach by the Grantee of the conditions and covenants set forth in this
Restricted Stock Award Agreement and agrees that the Company is entitled to and
may obtain an order or a decree of specific performance against the Grantee
issued by any court having jurisdiction.
Section 9. Employment with the Company. Nothing in this Agreement or in
the Plan shall confer upon the Grantee the right to continued employment with
the Company.
3
<PAGE>
Section 10. Section 83(b) Election. If the Grantee makes an election
pursuant to Section 83(b) of the Internal Revenue Code, the Grantee shall
promptly file a copy of such election with the Company.
Section 11. Withholding Tax. Before a certificate for shares of Common
Stock is issued or delivered pursuant to this Restricted Stock Award or, if the
Grantee makes the election permitted by Section 83(b) of the Internal Revenue
Code, the Company may, by notice to the Grantee, require that the Grantee pay to
the Company the amount of federal, state, or local taxes, if any, required by
law to be withheld. The Company may satisfy the withholding requirement in whole
or in part, by withholding shares of Common Stock having a fair market value
equal to the withholding tax.
Section 12. Notices 07d Payments. Any notice to be given by the Grantee
under this Agreement shall be in writing and shall be deemed to have been given
only upon receipt by the Secretary of the Company at 422 South Church Street,
Charlotte, North Carolina 28202, or at such address as may be communicated in
writing to the Grantee from time to time. Any notice or communication by the
Company to the Grantee under this Agreement shall be in writing and shall be
deemed to have been given if mailed or delivered to the Grantee at the address
listed in the records of the Company or at such address as specified in writing
to the Company by the Grantee.
Section 13. Waiver. The waiver by the Company of any provision of this
Agreement shall not operate as, or be construed to be, a waiver of the same or
any other provision of this Agreement at any subsequent time for any other
purpose.
Section 14. Termination or Modification of Restricted Stock Award. This
Restricted Stock Award shall be irrevocable except that the Company shall have
the right under Article 19 of the Plan to revoke this Agreement at any time
during the Period of Restriction if it is contrary to law or modify this
Restricted Stock Award to bring it into compliance with any valid and mandatory
law or government regulation. In the event of revocation of this Agreement
pursuant to the foregoing, the Company may give notice to the Grantee that the
nonvested shares of Common Stock are to be assigned, transferred, and delivered
to the Company as though the Grantee's employment with the Company terminated on
the date of the notice.
Section 15. Section Headings. The section headings in this Agreement
are for convenience of reference only and shall not be deemed as part of, or
germane to, the interpretation or construction of this Agreement.
Section 16. Determination by Committee. Determinations by the Committee
shall be final and conclusive with respect to the interpretation of the Plan and
this Agreement.
Section 17. Governing Law. The validity and construction of this
Agreement shall be governed by the laws of the state of North Carolina.
4
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and granted in Charlotte, North Carolina, to be effective as of January 2, 1998.
ATTEST:
/s/ Phyllis T. Simpson By: /s/ Richard B. Priory
- -------------------------- ---------------------------
Assistant Secretary Chairman and Chief Executive
Officer
Acceptance of Restricted Stock Award
The undersigned Grantee accepts this Restricted Stock Award and the
three thousand (3,000) shares of Common Stock issued or transferred under this
Agreement and agrees to be bound by the provisions of this Agreement, including
but not limited to the agreements and covenants of the Grantee expressed in
Section 4.
Dated this 13 day of January, 1998.
/s/ Richard W. Blackburn
------------------------------
Richard W. Blackburn
Grantee
5
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, by and between
Duke Energy Corporation, a North Carolina corporation ("Duke"), PanEnergy Corp,
a Delaware corporation ("PanEnergy"), and Fred J. Fowler (the "Executive") is
made as of this 24th day of October, 1997.
WHEREAS, the Executive has entered into an employment age dated November
24, 1996, with PanEnergy (the "Employment Agreement");
WHEREAS, the parties hereto intend that all rights and obligations of
PanEnergy under the Employment Agreement be assumed by Duke;
WHEREAS, the Employment Agreement provides that it may be amended by the
written agreement of the parties; and
WHEREAS, the parties hereto now wish to amend the Agreement in certain
respects.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, the parties do hereby amend the Employment
Agreement as follows:
1. Section 3(b) (ii) of the Employment Agreement is hereby amended by
deleting the text thereof in its entirety and replacing it with the following:
"(ii) Annual Bonus. (a) In respect of calendar year 1997, the
Executive shall be eligible, based upon the Executive's achievement of
performance goals (set by the Compensation Committee of the Board, in
consultation with the Executive, at levels substantially consistent
with past practice) during such fiscal year, to receive a bonus at a
target level of not less than 50% of the Annual Base Salary, with the
opportunity, substantially consistent with past practice, to earn in
excess of such amount based upon the attainment of agreed upon
performance goals. Such bonus shall be paid no later than March 31,
1998.
(b) Commencing in calendar year 1998, the Executive shall be
eligible, based upon the achievement of performance goals during such
year, to receive an annual bonus with a target level of 60% of the
Executive's base salary for purposes of the applicable annual bonus
plan. The establishment of the performance goals, the evaluation of the
actual
<PAGE>
performance against such goals, and the determination of the bonus (if
any) actually payable to the Executive (which may be at, above or below
the target level) shall be made by the Compensation Committee of the
Board acting in its sole discretion. At the discretion of the Board,
such bonus may be made payable pursuant to the terms of an annual bonus
plan that is intended to comply with the requirements of Section 162(m)
of the Internal Revenue Code, and that is subject to the approval of
the Company's stockholders at its 1998 annual meeting.
(c) For purposes of Section 5(a) hereof concerning the Company's
obligations upon termination of employment, the term "Target Annual
Bonus" shall mean the target level of the Executive's annual bonus
multiplied his Annual Base Salary, each as in effect under this Section
3 immediately prior to the Date of Termination."
2. Section 3(b)(iii) of the Employment Agreement is hereby amended by
deleting the text thereof in its entirety and by replacing it with the
following:
"(iii) Long Term Incentives. The Compensation Committee of the
Board shall award to the Executive one or more nonqualified stock
options to purchase an aggregate of 200,000 shares of the Company's
common stock, without par value, (the "Option") pursuant to the terms
of the Company's Stock Incentive Plan (the "Plan"). The number of
shares covered by the Option in excess of 100,000 (100,000 shares)
shall be subject to the approval by the stockholders of the Company of
an amendment to the Plan to increase the number of shares that may be
subject to stock options granted during a year to any one participant.
The option may be granted in one or more installments at the discretion
of the Compensation Committee, but in any event shall be fully granted
by the date of the 1998 annual meeting (subject to stockholder approval
as described above). The exercise price per share of the Option shall
be the fair market value of the Common Stock on the date(s) of grant,
determined in accordance with the terms of the Plan. The Option shall
vest in accordance with a schedule no less favorable than equal annual
installments of 20 percent each as to the number of shares subject to
the Option, commencing on the first anniversary of the date(s) of
grant, and shall have a maximum term of exercise of 10 years from the
date(s) of grant (subject in each case to your continued employment by
the Company). The Option shall also include provisions consistent with
the Plan with respect to the vesting and term of the Option in
connection with a "change of control" of the Company and the death or
disability of the Executive. The foregoing and other applicable terms
and conditions of the Option shall be set forth in a stock option
agreement approved by the Compensation Committee of the Board.
Notwithstanding any prior agreement between the Company and the
Executive, the Company is
<PAGE>
under no obligation to make any other stock option or other long-term
incentive awards to the Executive during the Employment Period."
3. All rights and obligations of p~nFnergy under the Employment
Agreement are hereby assigned to and assumed by Duh~, and all
references to "the Company" in the Employment Agreement, as amended
hereby, shall hereinafter be deemed to be references to Duke.
Except as amended and mod)fied hereby, the terms of the Employment
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment to Employment Agreement as of the day and year first above written.
/s/ Fred J. Fowler
---------------------------------
Fred J. Fowler
DUKE ENERGY CORPORATION
/s/ P.M. Anderson
----------------------------------
By: P.M. Anderson
Title: President & COO
PANENERGY CORP
/s/ P.M. Anderson
-----------------------------------
By: P.M. Anderson
Title: President & CEO
EXHIBIT 12
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
- ---------------------------------------------- ---------------------------------------------------------
DOLLARS IN MILLIONS YEAR ENDED DECEMBER 31
- ---------------------------------------------- ---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998(A) 1997(A) 1996 (A) 1995 (A) 1994 (A)
----------- ---------- ----------- ---------- -----------
Earnings before income taxes $ 2,037 $ 1,613 $ 1,789 $ 1,682 $ 1,422
Fixed charges
555 520 540 556 538
----------- ---------- ----------- ---------- -----------
Total $ 2,592 $ 2,133 $ 2,329 $ 2,238 $ 1,960
=========== ========== =========== ========== ===========
Fixed charges:
Interest on debt $ 533 $ 497 $ 514 $ 536 $ 520
Interest component of rentals
22 23 26 20 18
----------- ---------- ----------- ---------- -----------
Fixed charges $ 555 $ 520 $ 540 $ 556 $ 538
=========== ========== =========== ========== ===========
Ratio of earnings to fixed charges 4.7 4.1 4.3 4.0 3.6
- ---------------------------------------------- ----------- ---------- ----------- ---------- -----------
</TABLE>
A Financial information reflects accounting for the 1997 merger with PanEnergy
Corp as a pooling of interests. As a result, the financial information gives
effect to the merger as if it had occurred January 1, 1994.
EXHIBIT 21
LIST OF SUBSIDIARIES
The following is a list of certain subsidiaries of the registrant and their
respective states of incorporation (100% owned unless otherwise indicated):
Algonquin Gas Transmission Company (Delaware)
Crescent Resources, Inc. (South Carolina)
Duke Capital Corporation (Delaware)
Duke Energy Field Services, Inc. (Colorado)
Duke Energy Natural Gas Corporation (Delaware)
Duke Energy Trading and Marketing, L.L.C. (Delaware) (60% owned)
PanEnergy Corp (Delaware)
Panhandle Eastern Pipe Line Company (Delaware)
Texas Eastern Transmission Corporation (Delaware)
Trunkline Gas Company (Delaware)
Exhibit No. 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement Nos.
33-50543, 33-50617, 33-50715, 333-02571, 333-02575, 333-14209, 333-30263,
333-40679 and 333-59327 of Duke Energy Corporation on Form S-3 and Registration
Statement Nos. 333-29563, 333-29585, 333-29587, 333-34655, 333-12093, 333-50317
and 333-59279 of Duke Energy Corporation on Form S-8 of our report dated
February 12, 1999, appearing in this Form 10-K of Duke Energy Corporation for
the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
- --------------------------
Charlotte, North Carolina
March 12, 1999
Exhibit No. 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement Nos.
33-50543, 33-50617, 33-50715, 333-02571, 33-59926, 33-60314, 333-02575,
333-14209, and 333-30263 of Duke Energy Corporation on Form S-3 and Registration
Statements Nos. 333-29563, 333-29585, 333-29587, and 333-34655 of Duke Energy
Corporation on Form S-8 of our report on the consolidated financial statements
on PanEnergy Corp as of and for the year ended December 31, 1996, dated January
16, 1997, appearing in this Form 10-K of Duke Energy Corporation.
/s/ KPMG LLP
Houston, Texas
March 8, 1999
Exhibit 24 (a)
DUKE ENERGY CORPORATION
POWER OF ATTORNEY
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
(Annual Report)
The undersigned DUKE ENERGY CORPORATION, a North Carolina corporation
and certain of its officers and/or directors, do each hereby constitute and
appoint Richard J. Osborne, Ellen T. Ruff, and Jeffrey L. Boyer, and each of
them, to act as attorneys-in-fact for and in the respective names, places, and
stead of the undersigned, to execute, seal, sign, and file with the Securities
and Exchange Commission the Annual Report of said Duke Energy Corporation on
Form 10-K and any and all amendments thereto, hereby granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
all and every act and thing whatsoever requisite, necessary, or proper to be
done in and about the premises, as fully to all intents and purposes as the
undersigned, or any of them, might or could do if personally present, hereby
ratifying and approving the acts of said attorneys-in-fact.
Executed the 17th day of February, 1999.
DUKE ENERGY CORPORATION
By R. B. PRIORY
------------------------
Chairman, President and
Chief Executive Officer
(Corporate Seal)
ATTEST:
ROBERT T. LUCAS III
Assistant Secretary
<PAGE>
R. B. PRIORY Chairman, President and
- ---------------------------- Chief Executive Officer
R. B. Priory (Principal Executive Officer and Director)
RICHARD J. OSBORNE Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal Financial Officer)
Richard J. Osborne
JEFFREY L. BOYER Vice President and Corporate Controller
- ---------------------------- (Principal Accounting Officer)
Jeffrey L. Boyer
G. ALEX BERNHARDT (Director)
- ----------------------------
G. Alex Bernhardt
ROBERT J. BROWN (Director)
- ----------------------------
Robert J. Brown
WILLIAM A. COLEY (Director)
- ----------------------------
William A. Coley
WILLIAM T. ESREY (Director)
- ----------------------------
William T. Esrey
ANN M. GRAY (Director)
- ----------------------------
Ann M. Gray
DENNIS R. HENDRIX (Director)
- ----------------------------
Dennis R. Hendrix
HAROLD S. HOOK (Director)
- ----------------------------
Harold S. Hook
GEORGE DEAN JOHNSON, JR (Director)
- ----------------------------
George Dean Johnson, Jr.
<PAGE>
MAX LENNON (Director)
- ----------------------------
Max Lennon
LEO E. LINBECK, JR (Director)
- ----------------------------
Leo E. Linbeck, Jr.
JAMES G. MARTIN (Director)
- ----------------------------
James G. Martin
RUSSELL M. ROBINSON, II (Director)
- ----------------------------
Russell M. Robinson, II
Exhibit No. 24(B)
Certified Copy of Resolutions from the Minutes of
a Regular Meeting of the Board of Directors of
Duke Energy Corporation Held on February 17, 1999
FURTHER RESOLVED, That the Power of Attorney as presented to
the meeting and executed by all the Directors present be and hereby
is approved in form and content for purposes of filing the Form
10-K Annual Report with the Securities and Exchange Commission.
* * * * * * * *
I, Robert T. Lucas III, Assistant Secretary of Duke Energy Corporation,
do hereby certify that the above is a full, true and complete extract from the
Minutes of the regular meeting of the Board of Directors of Duke Energy
Corporation held on February 17, 1999, at which meeting a quorum was present; as
taken from and compared with the original Minutes of said meeting.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
Corporate Seal of said Duke Energy Corporation this 15th day of March, 1999.
-------------------
Robert T. Lucas III
Assistant Secretary
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME, CONSOLIDATED STATEMENTS OF CASH FLOWS, AND
CONSOLIDATED BALANCE SHEETS AS OF AND FOR YEAR TO DATE 12/31/98 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0000030371
<NAME> DUKE ENERGY CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 9,632,000
<OTHER-PROPERTY-AND-INVEST> 10,475,000
<TOTAL-CURRENT-ASSETS> 4,825,000
<TOTAL-DEFERRED-CHARGES> 1,874,000
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 26,806,000
<COMMON> 4,449,000
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 3,701,000
<TOTAL-COMMON-STOCKHOLDERS-EQ> 8,150,000
104,000
209,000
<LONG-TERM-DEBT-NET> 6,272,000
<SHORT-TERM-NOTES> 4,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 1,905,000
<LONG-TERM-DEBT-CURRENT-PORT> 687,000
20,000
<CAPITAL-LEASE-OBLIGATIONS> 8,000
<LEASES-CURRENT> 2,000
<OTHER-ITEMS-CAPITAL-AND-LIAB> 11,155,000
<TOT-CAPITALIZATION-AND-LIAB> 26,806,000
<GROSS-OPERATING-REVENUE> 17,610,000
<INCOME-TAX-EXPENSE> 777,000
<OTHER-OPERATING-EXPENSES> 15,177,000
<TOTAL-OPERATING-EXPENSES> 15,954,000
<OPERATING-INCOME-LOSS> 2,433,000
<OTHER-INCOME-NET> 214,000
<INCOME-BEFORE-INTEREST-EXPEN> 1,766,000
<TOTAL-INTEREST-EXPENSE> 514,000
<NET-INCOME> 1,252,000
21,000
<EARNINGS-AVAILABLE-FOR-COMM> 1,231,000
<COMMON-STOCK-DIVIDENDS> 794,000
<TOTAL-INTEREST-ON-BONDS> 197,000
<CASH-FLOW-OPERATIONS> 2,331,000
<EPS-PRIMARY> 3.41 <F1>
<EPS-DILUTED> 3.40
<FN>
<F1> REPRESENTS BASIC EARNINGS PER SHARE
</FN>
</TABLE>
Exhibit 99
INDEPENDENT AUDITORS' REPORT
The Board of Directors
PanEnergy Corp
We have audited the accompanying consolidated balance sheet of PanEnergy Corp as
of December 31, 1996, and the related consolidated statements of income, common
stockholder's equity, and cash flows for the year ended December 31, 1996 (not
presented herein). These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PanEnergy Corp and
subsidiaries as of December 31, 1996, and the results of their operations and
their cash flows for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.
/s/ KPMG LLP
Houston, Texas
January 16, 1997
