DukeEmployees.com - Duke Energy Employee Advocate
Noon Rebuttal - Page 2 - 2002
indicated a willingness to negotiate a settlement with the state.” - San Jose Mercury News
Noon Rebuttal – June 2002Employee Advocate – DukeEmployees.com – June 24, 2002
The Noon Meeting was held in Charlotte, North Carolina on June 10, 2002. It was hosted by Harvey Padewer, president of Energy Services.
Harvey Padewer: Clearly, the energy industry is in great transition. Certainly, we could have done without some of the issues that have plagued our industry: the California energy crisis, the collapse of Enron and the economic recession. It’s a confluence of events that have created a lot of change, and energy-related headlines. Today, I’ll cover some of the issues that have been in the news.
Employee Advocate: It is important to remember that the issues that “plague our industry” did not fall out of the sky. There were definite causes that brought about the issues. The predictable repercussions for imprudent acts now seem to have corporate energy executives dumbfounded. All responsibility can not be explained away as just “bad headlines.” Executives are quick to take bows for any good headlines, seeing them as a clear indication of their outstanding leadership. They seem to have trouble grasping the cause and effect of bad headlines. They apparently feel that negative headlines materialize from ether for random and unknown reasons.
Harvey Padewer: Some of the things that have been enormously helpful throughout this tumultuous time is the ethical culture of Duke Energy and our consistent, disciplined approach to operations and markets around the world.
Employee Advocate: Get real. It is precisely the lack of ethics that have prompted the negatives headlines. The trend started with the unethical treatment of employees by not delivering earned benefits. Today’s negative headlines only prove that the same greedy tactics are being implemented elsewhere. Duke now has the money and wants everyone to be quite about it. But those who lost the money are never going to be silenced. Duke can either get used to hearing it or clean up their game.
Harvey Padewer: A portfolio change you may have read about recently was our decision to sell our 19 percent stake in Canadian 88 Energy Corp., an independent oil and gas company headquartered in Calgary. Canadian 88 was undervalued when we bought it and we intended to sell as soon as the price of gas went up. In the two years that we had a stake in Canadian 88, we reorganized the management, helped turn the business around and made an impressive return on our investment.
Employee Advocate: Speaking of negative headlines, the Canadian 88 deal has been generating them for some time. Mr. Padewer made the deal sound clean, but it was not; it was very messy, the Canadian Press told the story, including:
Harvey Padewer: Now, let's talk about some of the newspaper headlines. There have been numerous articles over the past few months about energy trading practices. After Enron imploded, some traders said they had used some trading strategies to take advantage of the California market. We don’t know if they actually succeeded in gaming the California market or driving up prices, but that was reported.
Employee Advocate: Notice the transference of suspicion: “We don’t know if they actually succeeded…” What is this they? Does Mr. Padewer not realize that Duke Energy is under investigation for the same trading manipulations as Enron? A good tip-off would have been when the Federal Energy Regulatory Commission ordered Duke to deliver trading data.
Harvey Padewer: As a result, the Federal Energy Regulatory Commission (FERC) requested information on energy-trading practices from 130 energy companies that were providing power in the western U.S.
Employee Advocate: Oh, so he is aware. But it was all because of Enron, don’t you see? Big, bad Enron, alone, wrecked the entire energy industry. (Mr. Priory maintains that Enron did not make a ripple in the energy market!) And, weren’t employees encouraged to be more like Enron for five years? The order to deliver the trading data was not based on a whim. Evidence implicated other energy companies, including Duke Energy. So, Duke was not just haplessly walking along with purest of motivations and was suddenly attacked by bad headlines and unjustly associated with Enron. Duke is in this position because of deliberate, methodical, carefully calculated actions. Only now do they find out that this is not where they want to be. Yesterday Duke wanted to be Enron. Today Enron is their whipping boy (don’t blame us; it’s all Enron’s fault - and those blasted bad headlines).
Harvey Padewer: On May 22, Duke Energy, along with the other energy companies, responded to the FERC review of trading and marketing strategies. We confirmed that Duke Energy did not engage in any of the 10 trading strategies described in the Enron memoranda.
Employee Advocate: FERC did not say “We don’t think that Duke manipulated the market. Will you confirm that?” FERC asked for a “yes” or a “no” to energy manipulation. Therefore, Duke declared that they had not used certain tactics. FERC, or a federal court, will have the last word as to who did what to whom.
Harvey Padewer: We've had a battery of lawyers looking at every single transaction (thousands and thousands of transactions) in the western U.S. to see if we had done anything wrong. The good news is there are no surprises and everything looks just fine.
Employee Advocate: Well, can you imagine that? Duke’s lawyers determined that Duke did nothing wrong. All the federal agencies can drop their investigations now. (Why did they not drop them months ago when Mr. Priory declared Duke to be completely exonerated from any trading manipulation?)
Harvey Padewer: The facts support Duke Energy – and that's not surprising given our culture of ethics, integrity and high standards, standards that we hold each other accountable for.
Employee Advocate: If Mr. Padewer is going to insist on talking about ethics, integrity and high standards, and accountability, we want to know what happened to the employee’s benefits. Is it ethical to promise an employee something for 30 years and change the rules at the last minute? Does it demonstrate high standards to change the rules to benefit the company and devastate the employees? Who will hold Duke accountable for not living up to its wage agreements? And yes, benefits are a part of wages. When an employee works for a period of time for a promised benefit, he/she expects to get it. Employees expect Duke Energy to be held accountable for the promises made to them. Mr. Padewer had better try another line; that one is not going to cut it.
Harvey Padewer: But as you know, the FERC is working on general market standards to better define what's legal and to make the industry more transparent.
Employee Advocate: Great! Now the regulators are trying to figure out what is legal.
Harvey Padewer: Once all the investigations are done, and the new rules are established, we will be a better industry for it. The industry will be more transparent and stronger. We're in the midst of a painful process that we have to go through and, we see it reflected in a lot of things – like our share price.
Employee Advocate: Agreed! When you are on the bottom, the only way is up (unless you start to dig). Since Mr. Padewer brought up share price, that was a “Priory priority.” Two things were preached: Raise the price of stock and be more like Enron. The scheme was that being more like Enron would automatically raise the price of stock. No one wants to be like Enron anymore. No one wants to talk about stock price anymore. Has anyone noticed that the scheme could have not failed more miserably?
Harvey Padewer: From Duke Energy's standpoint, we can look at this as positive in the long-run. Our industry certainly is changing, but it's an opportunity for us as long as we maintain our financial strength, and stay focused.
Employee Advocate: You just knew that a positive spin was going to be put on everything. But Duke Energy does have more of an opportunity than they may realize. That is, assuming that the ongoing investigations do not turn up do not turn up any dead bodies. Duke always gives lip service about being a leader, all the while following everyone else. If Duke Energy were to once actually lead by turning the benefits fiasco around the rest of the industry would be under pressure to follow suit. The federal government also has a nice black eye and would likely support a viable effort to lay to rest the pension/retirement health care issue that is roiling the nation. Duke and all other companies have a vested interest in promptly laying this issue to rest. As long as this issue remains unresolved, nothing else is going to be resolved. This one will not be explained away.
Question: We have heard a lot about the Value Growth Initiative (VGI). Do you see VGI changing our strategic plans and where we invest our money in the future?
Harvey Padewer: Yes. The Value Growth Initiative, to me, is about a sustainable strategy. If they had a value growth initiative at Enron, I think a lot of things would have been different. For example, if Wall Street measured them on the efficient utilization of their capital, I think a lot would have changed...
Employee Advocate: Did you notice that slight-of-hand? Duke instantly went from a company that wanted to make a killing by being just like Enron, to a company that can point out Enron’s mistakes and explain what they should have done! If it was known that Enron was a time-bomb, why did Duke Energy want to be just like them?
Question: We are coming up on Duke Energy's fifth anniversary. What sticks out as some of the real headlines and highlights?
Harvey Padewer: First, I have to tell you that the culture of this company has been outstanding. We are a company of talented people with high integrity and team spirit. And, the company has shown a willingness to take chances. Not bet the farm - but to take chances and do new things. The Policy Committee and the employees of Duke Energy have really made a big difference in the ability of this company to grow and become sustainable.
There have been a lot of investments and changes – just adopting new philosophies and strategies has really made an enormous difference. We’ve talked a lot about the public challenges we’ve faced in California and now around trading and marketing practices. Whenever somebody has accused us of something, we’ve been able to galvanize the company, gather the facts, focus our response and answer the charges. I’ve never seen anything like it, I think it’s incredible.
Employee Advocate: Spin on! The company is willing to take chances. Duke boldly took half of some of the employee’s pensions! Duke has attempted new things like taking away the employees retirement health coverage. Now when the company is sued, Duke management can stand up and boldly say “We didn’t do it!” Truly incredible!
Question: Do you think it's likely that the state of California is going to leverage our arrangement with Nevada Power & Light to try to get us to renegotiate our contracts with them?
Harvey Padewer: We don’t have any long-term contracts with the state of California. The Department of Water and Resources was responsible for signing the state’s long-term contracts, but they didn’t pass our credit requirements.
This is an election year and many of the politicians will continue to pick on energy companies. It's something we're just going to have to deal with. But I think we’re in pretty good shape to deal with the issues.
Employee Advocate: Oh no! Not only do we have those nasty headlines popping up from nowhere, and getting blamed for Enron’s manipulations, but we have politicians picking on us too! Duke should book a spot on the Oprah Winfrey Show. The audience would be sobbing in nothing flat!
Question: This morning the stock was trading at I think at less than $29. Do you think this will be a topic at the Policy Committee meeting tomorrow?
Harvey Padewer: I know it will be! We’re being painted with a very broad brush these days. The problem is concerns about the industry. And if the economy doesn’t recover, it'll make the sector weaker. The energy investigations and media coverage are affecting how energy companies are viewed. We’ve held up pretty well compared to everyone else, but our share price is lower than it was…
Employee Advocate: What concerns about the industry? What sector weakness? Mr. Priory has repeatedly stated that the Enron collapse did not make a ripple in the market. Look! Just who are you going to believe – the newspapers or Duke Energy senior management? But there is some confusion when different executives make opposing statements. It is even more confusing when the same executive makes contradictory statements!
Question: Do you have a word or two to say about the threat of terrorism and the vulnerability of Duke Energy assets?
Harvey Padewer: …There have been a lot of media reports about nuclear plant safety. I visited one of our nuclear plants recently; I couldn’t believe the amount of security. I mean these things are hard to penetrate! I would like more of our political leaders to visit our nuclear stations because there's a lot of inaccurate information about nuclear security…
The federal government does have to deal with the real issue of nuclear materials. This country needs secure nuclear storage. Yucca Mountain is the answer. It doesn’t make sense to have nuclear waste stored in hundreds of places across the United States rather than at one secure location that can be guarded. Yucca Mountain makes perfect sense. Hopefully, Congress moves in that direction.
Employee Advocate: There must be no nuclear security threat. After all, Harvey Padewer has visited one and couldn’t believe the security. How would Mr. Padewer know if they are hard to penetrate, or not? Did he try an armed assault? Did he pilot a 767 into a reactor building? Probably not. Mr. Padewer assumes that they are hard to penetrate because he visited one. Everyone knows that the real threat is a Kamikaze 767. But hey, Mr. Padewer did as asked; he said a word or two about terrorism.
Yucca Mountain is the answer – the short-term answer for the executive who wants to milk a few more million out of the energy industry. The problems of Yucca Mountain have never been fully address. The nuclear industry is attempting to push Yucca Mountain through Congress, because it is the only game in town, not because it is the best solution. But when big bucks are a stake, people do not always look for the best solution.
Question: The company is spending a lot of money on Wall Street Journal ads that are boring, depressing, drab and stodgy and they completely lack energy. If we are indeed trying to turn our stodgy image around, I can't imagine that these ads are helping.
Answer: Business today is suffering from a crisis in confidence. In the "after Enron era" this is especially true for our industry. We believe that this erosion of trust calls for straightforward, direct, issues-based communications. The weekly Wall Street Journal campaign is one example of this. While the Wall Street Journal campaign is content-focused, it is only a part of our advertising mix. Visual creativity continues to be an important part of our ongoing campaign in leading business publications such as Fortune, Forbes and BusinessWeek.
Employee Advocate: The company used to be viewed as stodgy, dull, and boring. The new Duke Energy management wanted to turn this around to be more exotic, more like – Enron. Due to recent events, duke wants to turn the image back to stodgy, dull, and boring. You see, these traits can also be viewed as honest, reliable, forthright, trustworthy, and level-headed.
Question: How does a shareholder go about getting a proposal presented to other Duke Energy shareholders to vote on?
Answer: To personally bring "other business" before an annual meeting, a shareholder must deliver notice (containing certain information specified in the bylaws) between 90 and 120 days prior to the first anniversary of the previous year's annual meeting. For the 2003 annual meeting, we must receive this notice on or after Dec. 26, 2002, and on or before Jan. 25, 2003.
However, someone who intends to use the SEC procedures and wishes to have a proposal included in next year's printed proxy statement must deliver the proposal in writing to our Corporate Secretary by Nov. 27, 2002.
A copy of the full text of the bylaw advance notice provisions may be obtained by writing to the
Office of the Corporate Secretary
Employee Advocate: Go for it! The issues are plentiful. Enlightened shareholders know that employees will make or break any company and are not looking to antagonize them.
Noon Rebuttal – May 2002Employee Advocate – DukeEmployees.com – June 3, 2002
Rick Priory hosted the Noon Meeting on May 13, 2002. It was held in Charlotte, North Carolina.
Rick Priory: The employees of Duke Energy have navigated through extraordinary market cycles and have done so as a collective, integrated team. I reminded our investors that it is the team at Duke Energy that sets us apart from so many of our competitors.
Employee Advocate: We still are not accustomed to Mr. Priory acknowledging that Duke Energy actually has employees. For years it seemed like he really thought that he was doing it all. (Will he ever acknowledge that employees used to have decent benefits?)
Rick Priory: Most importantly, it was nice to be able to report on the best financial performance in the company’s history.
Employee Advocate: Earning have never been greater. Benefits have never been more meager. Does something seem a little out of balance?
Rick Priory: Shareholders also ratified the appointment of Deloitte & Touche, LLP as the company’s auditors for 2002…
Employee Advocate: Speaking of Deloitte & Touche, they were also named in the shareholder lawsuit against Duke Energy:
And then, three more shareholder lawsuits hit:
Perhaps more Wall Street Journal ads are needed. Duke has been trying to explain everything away with a blitz of newspaper ads. Apparently the investors are not buying it. Duke also tried to explain how great the cash balance pension conversion was, but the employees never bought that one either!
Rick Priory: Also on April 25, North Carolina Governor Mike Easley proposed a plan to the state legislature that would go beyond federal standards limiting power plant emissions, while keeping Duke Power's current electric rates frozen for the next five years.
Employee Advocate: Duke likes the plan, because the ratepayers will be paying for the emissions upgrades. How can this be if the rates are frozen? As debt is retired over the next five years, electric rates could be reduced, but they will be held steady. So, in this case, the rates are not frozen to keep them from increasing; they are frozen to keep them from dropping. This is not to say that the plan is bad. Just keep in mind that there is always a price to be paid. Sometimes the price is well hidden, but it is always there.
Rick Priory: There are a number of potential distractions in our industry which make it even more important to keep our focus on delivering on our strategy and making the right calls.
Employee Advocate: Potential distractions? That’s an interesting spin. If one is caught with one’s hand in the cookie jar, it could be distracting. It would distract from the matter at hand – getting more cookies! The distractions referred to were probably not the “feel good” Duke newspaper ads. The Duke distractions were “different.” They were supposed to take your mind off of the cookie jar!
Rick Priory: You may have read something about the Enron memo that describes some of their trading practices. It’s gotten a lot of press and political attention. FERC has asked all 150 or so participants in the western energy market to either deny or admit under oath that they did or did not utilize these trading practices. Our response is due May 22.
Employee Advocate: That brings up an interesting point. How could Mr. Priory claim months ago that Duke had been completely exonerated from any wrongdoing in California? Investigations are still underway and lawsuits are still flying.
The California matter is far from settled. On May 31, 2002, The Charlotte Observer published a telephone interview with Chairman Joe Dunn, California Senate committee, which is investigating the state's power disaster.
This is his statement: "The major market participants were gaming the system to derive excess profits. Duke is one of the companies at the heart of that gaming."
Mr. Priory was a tad premature in trying to sweep this one under the rug.
Rick Priory: Another issue that’s hit the press is the notion of ‘round trip’ energy trades. One company may say to another company, “I’ll sell you 100,000 megawatt-hours for $30 a MWh but then I want you to sell it back to me in 2 seconds for the same price and we’ll both record them on our books.” This type of trade has the effect of increasing volume and revenue numbers. The practice was common in the telecommunications business where revenues equaled top line growth. Duke Energy's trading strategy is focused on profitable trades, not volume. We are focused on quality earnings from our trading operations, not volume.
Employee Advocate: Evidently the plaintiffs in the four shareholder lawsuits do not see it that way. Or, maybe they just did not see the weekly Duke Wall Street Journal ads.
Rick Priory: Yucca Mountain got a positive vote from the full House. There will likely be a series of vetoes by the Nevada governor, which can be overridden by the Congress and the president. Following that, there still may be a series of lawsuits that may extend the process for years to come. We support Yucca Mountain as the safest way to manage spent nuclear fuel.
Employee Advocate: The people of Nevada do not want to become a nuclear dumping ground. Those who will profit from the deal want Nevada to become a nuclear graveyard. The governor of South Carolina is afraid that he will get stuck with the nations unwanted plutonium. There is no doubt that money colors this issue.
Rick Priory: Let me remind you to stay focused on safety. Earlier this year, we had a fatality in Duke Energy Field Services. It is very important that we all follow safety practices precisely, look out for each other and stay alert when performing safety-related work tasks. We can save lives by working together. So with that, let's open for questions.
Employee Advocate: It is commendable that Mr. Priory addresses safety each month. But some plants have safety flaws designed within them. The designs saved money, but the safety flaws will always be with us. Just remember that a few words about safety, does not make years of poor safety design go away.
Question: I was wondering if you had gotten any feedback from your peers or the general public on your speech on business ethics to the Economics Club of Detroit.
Rick Priory: Yes, I really have. There are two themes that I’ve been talking about that are critically important to this nation.
First, free markets work. Enron dissipated without a ripple in the energy market…
Employee Advocate: Without a ripple? Jobs have been lost, including CEO positions. Pensions have been lost. Companies have evaporated. At least one life has been lost over the matter (and, maybe more - see link below). Mr. Priory’s opening comments were: “Most businesses are feeling the affects of a sluggish economy and our industry has been hit pretty hard. Many of our competitors have revised their targets downward…” And this is “without a ripple”? There is a difference between putting a positive spin on things and sticking one’s head in the sand.
Rick Priory: The second theme centers on ethics and integrity. I think the business community is highly ethical. Few leaders in business would engage in many of the practices you are hearing about in the media. But business leaders have to be accountable. Should we find ourselves in the wrong, I promise that I’ll put it on the table and make it public. We need to get these questions about ethics addressed and rebuild trust with investors.
Employee Advocate: (This is like shooting fish in a barrel.) One would think that Mr. Priory would want to play up the company’s strong points. Ethics and integrity fall at the very bottom of the list of strong points. Duke started sliding down the slippery slope with the cash balance plan pension conversion, and it has been all down hill from there. Many business leaders would (or do) engage in the practices reported in the media. Mr. Priory even quoted the results of an ethics survey in his speech in Detroit. They were not flattering to corporations. If Mr. Priory is going to start putting problems on the table, does that mean that he is willing to admit that there were problems with the cash balance pension plan conversion? Duke needs to rebuild trust with the employees first. If the employees do not trust Duke, who can expect the investors to trust Duke? Mr. Priory has been catering to the investors since day one. He has been making promises to them and placing ads for them to read. What did that get him? He has reaped a handful of investor lawsuits and a 52-week low in the price of Duke stock.
Question: I’ve been reading about dividends and how changes in dividends can impact shareholder value as we go forward. What are your thoughts on that?
Rick Priory: …Our objective is to build wealth for our shareholders and we believe we can build more wealth through stock price appreciation than through dividend increases which are double taxed to the recipient.
Employee Advocate: Mr. Priory has been pursuing the growth stock route for some time. But that sword cuts both ways. Just as stocks can appreciate, they can melt down. Case in point: Duke stock is sitting on its yearly low.
Question: As Mr. Kenneth Lay's counterpart at Duke Energy, what are the pros and cons that Mr. Priory would and/or would not apply at Duke Energy?
Answer: There are already many things to be learned from the Enron situation and as time goes on there will probably be more. I'll mention a few things that are clear today. Ethics and integrity have never been more important. Work is underway currently to further clarify Duke Energy's values and communicate them. We're conducting this work from a position of strength, but it is clear that we need to do all we can to ensure that all employees understand Duke Energy's values and how to apply them in their business decisions. Relatedly, employees need to know how to raise issues or concerns about ethics and business operations. Another lesson is in the management processes that provide oversight and checks and balances for business transactions. We have significant oversight processes already in place to ensure those checks and balances, but we are reviewing any additional processes needed.
Employee Advocate: There are those words again: ethics and integrity. Does the answer always seem a bit nebulous when ethics and integrity are involved? Management has repeatedly claimed that they have done nothing wrong. At other times they imply that they want to do better. But you see, if one has reached a state of perfection, then one cannot do better. Management is apparently facing the Jeckle/Hyde dilemma. It seem that one half wants to come clean and the other half wants to claim sainthood. Sorry, but they cannot have it both ways. And then there is the problem that admitting wrong can lead to liability. Duke does not want to accept any liability. So, we are back to hinting around, code terms, and basic mealy mouthing. Employees know how to raise concerns. Management needs to learn how to answer the concerns instead of dancing around them!
Question: I was reading in the Nuclear Energy Overview (published by NEI) that Louisiana Energy Services partnership, which includes Duke Energy, is planning to begin producing enriched uranium in the United States by the end of 2006. Please explain the nature of Duke Energy's involvement in the partnership, and which business units are involved. How has the environment/market changed since LES withdrew its application to build a similar facility in 1998?
Answer: Duke Energy anticipates being involved in and supporting a new domestic uranium enrichment plant. The exact nature of our involvement is still evolving. Duke Energy believes a new domestic enrichment plant is necessary because current domestic production relies on gaseous diffusion technology, which is not sustainable in the long-term. A new enrichment plant is required to maintain a domestic production capability. Duke Energy’s nuclear generation organization is interfacing with Urenco, the project lead. However, Claiborne Energy Services, a subsidiary of Duke Energy, actually owns a percentage of LES.
The environment/market for a U.S. uranium enrichment facility has changed for three reasons: the only domestic enrichment supplier has successfully petitioned federal authorities to impose import duties on its primary competitors; this domestic supplier also remains the exclusive agent for supplies derived from Russian weapons materials; and the NRC licensing process has been updated and streamlined.
Employee Advocate: No comment.
Question: In an earlier Noon Meeting response was the statement that "to ensure that benefits provide the most value for the most people, we decided to eliminate the sixth week of vacation and redirect the cost savings for use elsewhere." How do the different percentages for incentive payout for the same department meet these criteria? After all, 10 percent of $50,000 is still greater than 10 percent of $30,000. Also, in the 2002 proxy, if the executives leave, then they have at least a two year salary payout and at least two years of insurance. Are the non executives not of similar value to Duke Energy albeit at a lower rate of pay and benefits? A severance package for those who remain many years should encourage a longer career with Duke Energy. I would think Duke Energy loses money when someone stays only a year or two.
Answer: Incentives are considered compensation, not benefits. Duke Energy strives to provide competitive compensation, including incentive opportunities. To achieve this objective, annual market benchmarking is conducted to ensure that incentive opportunities are competitive for all employees based upon the line of business and the position level. It was this competitive benchmarking which resulted in the use of different incentive opportunities for various levels of employees a few years ago, and subsequent benchmarking studies continue to suggest that this practice remains competitive.
As for severance agreement, we agree that all Duke Energy employees are important to the company’s success. We use individual severance agreements on a very limited basis for certain executives. The purpose of these agreements is to facilitate terminating the employment relationship with the company when that is deemed to be in the best interests of the company and its shareholders.
Employee Advocate: Ah, the sixth week of vacation for 30 years of service. That was a crumb tossed out to appease employees after forcing them into a cash balance pension conversion. Employees were also allowed to carry over an unlimited amount of vacation. (Wow.) Retirement plans were destroyed for many. The early retirement subsidy was eliminated. Many employees would never earn any new retirement benefits. And the employees were given these two sorry crumbs for compensation! What a joke. But that is not the end of the joke. Two years later, Duke took it all back!
Evidently management thinks that the employees have an attention span of about 30 seconds. Apparently they feel that they can pull anything and no one will catch on. Anytime Duke rolls out the phrase “competitive benchmarking,” it means that you just lost a benefit.
Question: I would like to know why some hourly employees are put on call and restricted on where they can go on their days off from work. People are asked to be on call even though work is not going on and they are only paid when they are called in to work. It seems to me that the way policies are written so employees can have time off is misleading.
Answer: …The on-call pay question has been addressed numerous times through the Noon Meeting process. If you have additional questions concerning the on-call duty process within your business unit, you should talk with your supervisor or with your business unit human resources representative.
Employee Advocate: This can all probably be summed up under “competitive benchmarking.” Remember, now Duke is going to put these issues on the table and resolve them. Whoops, the program of the month must have already changed!
Question: A friend of mine - currently employed by Calpine in Broken Arrow, Oklahoma - tells me he's seeing a lot of activity on Internet message boards.....discussing the 'fact' that Duke Energy plans on purchasing Calpine. Since this would appear to fit our current business model (expanding our merchant fleet capacities) - any comments?
Answer: We are always looking at opportunities; however, we do not comment on rumors or speculation about merger activity the company may or may not be involved in at any given point in time. Message boards often contain information that is speculative and they are notorious for misinformation.
Employee Advocate: We could not agree more. Message boards often contain speculation and misinformation. In other words, they are a lot like the Noon Meeting.
Noon Rebuttal – April 2002Employee Advocate – DukeEmployees.com – April 24, 2002
The Noon Meeting was held April 8, 2002 in Charlotte, North Carolina. The meeting was hosted by Dick Blackburn, executive vice president, general counsel, and secretary of Duke Energy. . (The way things are going, perhaps it is time for an attorney to start answering all of the questions!)
Dick Blackburn: This is my first opportunity to do a Noon Meeting -- I’m looking forward to the next hour. Some of the issues we're focusing on in the General Counsel group are pretty topical these days. So I will go through some of the issues, introduce current developments and then save the bulk of our time for your questions.
Employee Advocate: Looking forward to it? Root canal must really be a blast!
Dick Blackburn: Enron continues to be a major focus on Capitol Hill and in the national press. Both houses of Congress continue to hold hearings on Enron-related matters, such as pension reform, regulatory/market oversight and accounting issues.
The comprehensive national energy policy launched by the Bush administration has become the vehicle for Congress to address many Enron-related issues. The Senate has spent parts of the past few weeks debating a comprehensive energy policy bill, which contains a broad range of issues.
Employee Advocate: Bush’s energy policy addresses nothing. It is the vehicle to try to implement all the wishes of the energy executives who have secretly met with Bush officials. (Contribute big, and write your own laws!) It is not going as well as Bush would like. The Senate has already shot down the Alaska oil drilling proposal. But the energy executives are still getting a lot for their political contributions.
Bush Caters to Energy Industry
Dick Blackburn: The concern is that legislation is being crafted on the Senate floor without the careful, methodical work that you typically get in committees. Generally, that doesn’t make for good legislation. Some of the things being proposed are, in fact, re-regulation.
Employee Advocate: We can see where this would be a concern for an energy executive. Laws crafted in the sunshine, where all can see, do not allow the “good ole boys” to corrupt them in the back rooms. The things that are whispered in the back rooms dare not be said in an open forum. Bought political access works best in the back rooms.
Dick Blackburn: In our view, markets perform best when they are allowed to operate without regulatory intervention. Last fall, when Enron imploded in a very short period of time, nothing disrupted the energy markets. We didn’t see price spikes or electrons failing to show up at the door, and gas still flowed through the pipelines. The market quickly absorbed Enron and things worked fine. We don’t believe re-regulation is warranted and will continue to follow the legislation closely.
Employee Advocate: Operating without regulatory intervention equals complete lawlessness! We know that laws attempting to preserve a modicum of fairness for the public tend to hamper the ranking in of billions of dollars, but the wild West day are gone. Taking money with a gun is just no longer socially acceptable. When corporations operate without laws (or are allowed to write their own laws) it is almost the same as taking money with a gun.
So, when Enron imploded, nothing disrupted the energy markets? There are a few more things to be considered than just the energy markets. Employees lives were disrupted when their retirement savings evaporated, and their livelihoods vanished. The investors taken to the cleaners faced a degree of disruption. This was all caused by deregulation! It was Enron’s baby and they milked it for all it was worth and then some. Enron’s political donations allowed them to basically write their own laws. Duke has been riding on Enron’s coattails. Re-regulation is exactly the antidote needed for the Enron poison. Deregulation was billed as a way to bring down power costs. We see how that worked! Deregulation has been used as a means to bleed the public and as an excuse to take away employee benefits. Even after everything has been exposed, the energy executives still want to hang onto it!
Dick Blackburn: …Our DUKEPAC is stronger than it has ever been and will be more important than ever going forward. This company is too big, important and thoughtful to sit on the sidelines. We need to make sure that the doors are open for us to be heard.
Employee Advocate: But never think that you are too big and too important to have to answer to anyone. Enron thought that they were too big to be brought down. Anderson thought that they were too important to have to answer for their short comings. There are dozens more on the list of companies that thought that they were to powerful to fail and had to answer to no one.
Keep greasing the political hinges, and the access doors should continue to open easily. Just be careful that the doors do not open into an empty elevator shaft! All of Enron's political donations did not save them.
Dick Blackburn: FERC, under the new leadership of Pat Wood, has been active in a number of areas.
Pat Wood, the chairman of the Federal Energy Regulatory Commission, has been somewhat unpredictable. Over his brief tenure as chairman, he quickly implemented price caps and came out boldly for a wide area Regional Transmission Organization (RTO).
We’re very focused on the activities of FERC because they affect our business. We are concerned about the layering on of more regulations and more restrictions on the flow of information across our business.
Employee Advocate: You say that Pat Wood has been somewhat unpredictable? Imagine that! When the Federal Energy Regulatory Commission disagreed with Enron, the chairman was replaced by Pat Wood, a known Enron sympathizer. The energy industry appears shocked when someone that they thought was firmly in their pocket does the right thing for the American public!
The energy industry does not want regulations, because laws try to enforce fairness. And, fairness can hamper attempts at financial domination. So much more money can be taken in when one does not have to be concerned with pesky laws! The energy industry only wants information to flow through the back rooms. They fight to keep it out of the hands of the public.
Dick Blackburn: Post-Enron, we are increasing the amount of disclosures we make. We are constantly assessing our levels of disclosures in order to provide investors with information essential to making an informed investment decision.
In January 2002 we provided increased information to investors regarding our trading and marketing operations. We tried to get out ahead of the rest of the industry in terms of financial transparency and disclosure.
Specifically, the measures we reported included Daily Earnings at Risk (DER), forward hedged positions and breakouts of our Mark-to-Market (MTM) and accrual earnings.
We received excellent feedback from analysts regarding our increased disclosures during January 2002. We believe we are among the leaders in the energy sector at providing increased information about our trading and marketing operations, without creating a competitive disadvantage.
Employee Advocate: And, why are disclosures being increased? The answer is Enron, of course. No one wants to be in the same boiling pot with Enron. Even those who sought to emulate Enron. Even those who gladly accepted Enron’s political donations.
It is interesting that after the Enron improprieties were exposed that Duke “tried to get out ahead of the rest of the industry in terms of financial transparency and disclosure.” Is that sort of like turning state’s evidence? (We want to show the world that we are nothing like Enron.)
What if Enron had not been caught? Then Duke would still be covering its finances in a veil of secrecy. Duke is coming clean because Enron got caught – period! It is nothing to brag about. But, Duke is broadcasting their remedial action to the world. Duke is buying ads in the Wall Street Journal proclaiming their financial disclosure. They neglected to say that their accounting games were an attempt to be more like Enron. They neglected to say that the changes are being made only because Enron was caught in the act!
This has zero to do with leadership. It has everything to do with trying to clean up their act at the last minute. The companies with ethical leadership are the ones that kept their books straight before the Enron debacle! Those scrambling to get clear of the Enron backlash are mere followers. They will always go whichever way the wind blows (and the money calls).
“Without creating a competitive disadvantage” translates to: “Don’t expect us to tell it all!”
Dick Blackburn: The Business Values Project is an initiative that we launched at the Chairman’s Expanded Staff meeting in January. As the events of recent months have shown, the value of our reputation cannot be overstated. We feel good about who we are at Duke Energy -- that we hold ourselves to a different standard, that we care about ethics and integrity and it is embedded in our brand. Those values are the reason why many of us are here. But we really, really want to be sure that all Duke Energy employees around the understand what we stand for and the values that we share.
Employee Advocate: That’s just the problem: The employees do understand what the executives stand for. And, it is certainly not ethics and integrity! One thing that senior management has never caught onto is that merely saying that it is so does not make it so.
Yes, ethics and integrity are the reason that many employees are here. But this is not the same company that it once was. The company has been infiltrated with day-traders and quick buck artists. They made it clear that they wanted nothing to do with the Duke of the past. Now, they want to cling to the vestiges of the past. But they no longer exist. They have been sacrificed on the alter of deregulation and profits at any cost. Duke senior management took the path that they are on by their own choice. Now, they do not like where it has taken them. Too late, they long for the sterling reputation that they once enjoyed. Management made the choice of profits at any cost over reputation. A solid reputation was traded for “deal flow.” The deals have flowed around the country and some have drowned in the flow! Only now do they realize that they have cheated themselves. Denial will not save them. It only makes them look more foolish.
Dick Blackburn: That’s what we’re doing. We’re currently identifying the company’s few core values and then there will be a series of initiatives to ensure that we all know the values, understand them and how they translate into our day-to-day work. There are enormous costs and consequences for companies whose brands are damaged by allegations or wrongdoing and we believe that our values are a differentiator for us.
Employee Advocate: And speaking of denial…! They just don’t get it. They are still pointing fingers at others. The values of senior management are exactly the same values as Enron had. Trying to manufacture some politically correct values will fool no one. Does “currently identifying the company’s few core values” mean that they have so few left that they are having a hard time identifying them? It is time to stop denying and start looking in the mirror. “We have met the enemy, and he is us.”
Dick Blackburn: Duke Power announced a record-breaking year for its nuclear plants. Catawba’s capacity factor of almost 94 percent was its best ever and the station produced a record-breaking 18.5 million megawatts of electricity. McGuire had the second-highest capacity factor and also had the second-longest dual-unit run in the plant’s history. McGuire Nuclear Station Unit 2 returned to service March 27, setting a new station record for the shortest refueling outage – 32 days, 6 hours, 40 minutes. During the outage, employees also performed a complete inspection of the unit's reactor vessel head. The inspection verified the reactor vessel head is corrosion-free.
Oconee set station refueling records on units 2 and 3 and unit 1 scored the best capacity factor in over ten years.
Employee Advocate: It was not long ago that physical assets were downplayed (too boring). Trading was going to be the road to financial glory. My how things have changed since Enron fell on its face!
Question: The Board's position is that we not adopt the shareholder proposal that would preclude the Company from using the same accounting firm for auditing and consulting services. We’ve said that even the appearance of impropriety is what we always strive to avoid, so could you please address the Board's position?
Dick Blackburn: This proposal is very restrictive and basically means an independent, outside auditing firm could only perform auditing services.
Duke Energy has always had a very conservative policy with regard to what services, if any, we ask our outside auditing firm to perform for us. We use Deloitte & Touche as our independent auditor and they also perform a fair amount of tax work. They can do that within the standards of the Securities and Exchange Commission (SEC). On a very limited basis, they do due diligence on some acquisitions. For most of our other consulting work we use other firms.
The shareholder proposal restricts the auditors to performing auditing and only auditing with some very limited exceptions. The Board’s position is that it does not allow enough flexibility in running the business.
Employee Advocate: There you have it. Duke wants to come clean, except when it interferes with what they wanted to do all along. Doing the ethical thing does so hamper flexibility. Laws, regulations, and common decency all tend to hamper the flexibility to rake in the billions of dollars.
Question: Can you give us a status update on GridSouth Regional Transmission Organization and also on deregulation in the Carolinas?
Dick Blackburn: In February, we withdrew our application due to regulatory uncertainties in the RTO arena…
Deregulation in the Carolinas is essentially on hold. In light of California and Enron concerns, deregulation efforts in the US have slowed or nearly stopped. In some cases, re-regulation initiatives are gaining interest in places like the Midwest. The politicians in the Carolinas will pay close attention to the national trends. We probably need 2002 to work through these issues on a national basis. Maybe we’ll be ready for something in 2003 or 2004.
Employee Advocate: Deregulation is on hold? That is putting it as mildly as possible. Deregulation is synonymous with Enron. What did deregulation help Enron, and others, do for the people of California? One state after the other is finding that deregulation is not working as promised. It may not be working as promised, but it is working as designed. It was designed as a means of increasing the energy traders’ profits. If the traders make more profits, where do these profits come from? There is only one place for the obscene profits to come from – the public!
Do corporations usually spend millions of dollars pushing through legislation that will cause them to make less money? It will never happen. If corporations push a deal through Congress, it is solely for the corporations to make more profits. That is strictly Business 101: Money is spent to make more money – never less money. That was true yesterday. It is true today. It will be true a thousand years from now.
Question: Last year, I believe California Governor Gray Davis really gave us a hard time on some issues between California and Duke Energy. Has that opinion changed?
Dick Blackburn: Keep in mind that California Governor Gray Davis is running for re-election. The governor has spent a large part of the future of that state on long-term contracts for power in an overpriced market, therefore he'll continue to blame out of state generators for some of his state's misfortunes.
I think we can be very proud of the way Duke Energy has managed through this situation. People said awful things about us. We stood by our reputation. We never attacked the other side; we just put out the facts, over and over and over.
Duke Energy made it very clear from the beginning that we want to be part of the solution and because of that; we became more of a target to the Governor and others. But even Governor Davis acknowledged our efforts to come forward with solutions.
During this process we continue to educate the attorney general’s office on many critical issues. Our team has positioned Duke Energy as a company that is ethical, that is committed to understanding and following the rules in a complex, fast changing market place. California continues to be a challenge to us and we believe we are meeting that challenge successfully.
Employee Advocate: Politics are surely involved, but everything that has transpired cannot be played off on politics. Some would call quadrupling the power rates an attack upon the people of California! That is what the uproar was about – money. Duke is trying hard to play the part of the victim. But Duke is never the victim; Duke is always the bully. “Part of the solution” is a reference to the secret offer Duke made to the governor. As long as one is willing to settle under the board, they will seldom be sued in open court. The wronged party usually wants money. If they get that, a lawsuit is pointless. Even today, Duke has avoided being named as a defendant in the latest round of California lawsuits, because they are “negotiating a settlement” with California. The wronged party get a measure of monetary compensation, and the aggressor saves face. Then it can be loudly proclaimed that “all those other energy companies were sued – not us.”
One wonders how Rick Priory could proclaim, months ago, that Duke had been completely vindicated of any wrongdoing in California. The lawsuits are still being filed! Duke has already had to give back money to California. And all the while, the back room negotiations continue. If Duke’s hands were completely clean, do you think that they would willingly give California one cent?
Duke, and the rest of the deregulation crowd, have been educating the people of California all right. It has been a very expensive lesson!
California Energy Lawsuits Filed
Question: What is the status of the questions that came up last year about accounting related rebates from nuclear insurers (i.e., the Duke Power audit)? I haven’t heard anything on that lately and just wondered if we could get an update?
Dick Blackburn: In July 2001 an employee in Duke Power's accounting department contacted the Duke Energy EthicsLine with concerns about accounting entries made between 1998 and 2000. The basic allegation was that the company misstated its return on equity in 1998, 1999 and 2000 to avoid lowering customers' rates.
Duke Power immediately alerted the North Carolina and South Carolina utility commissions and launched its own internal investigation and submitted a report to the commission on Aug. 28, 2001.
The North and South Carolina utility commissions are conducting their own investigation, which is still underway. They hired an outside accounting firm to run that investigation for them. We have produced tens of thousands of documents in connection with the investigation and a number of people will be participating in depositions.
We think their investigation will conclude by early summer. The commission will have a chance to look at the accounting firm's findings and draw their own conclusions.
But I would say the same thing we’ve said with regard to California: if in the course of this investigation, we find anything that we did was wrong, we’ll be the first to stand up and say so. We'd tell the truth and fix the problem
Employee Advocate: Occasionally, not very often, a Duke Energy executive will be asked a question, and they will give a straight answer. Mr. Blackburn basically answered the question without an undue amount of distortion. We did not expect him to mention how Duke fought the audit at the beginning. (Refer to the March 2002 Noon Report for that episode.) And, he would have been better off not even mentioning California. That whole episode has been nothing but distortions and denial.
Do we think that Duke will fix the bookkeeping problem? Yes. They have little choice. Duke loves playing the bully. But they will never be found bullying the utility commission (state government) or the Nuclear Regulatory Commission (federal government). There is always someone who can bring the biggest of bullies down.
Question: How do we explain the difference between Duke Energy and Enron to friends in simple terms?
Answer: (The answer was a Web address that cannot be accessed outside of the Duke intranet.)
Employee Advocate: That’s easy: Enron is the one that got caught. Enron was the true leader. Duke only followed. Enron was unencumbered with scruples, but an undeniable leader.
Question: To receive a distribution from the Duke Energy Retirement Cash Balance Plan, you must be at least age 55. Is there any plan to change this requirement so that we can get our distributions earlier than age 55?
Answer: If your Duke Energy employment terminates and the present value of your vested benefit in the Retirement Cash Balance Plan is more than $10,000, you may not receive a distribution until you are at least age 55. There are no current plans to reduce this age requirement. Please refer to the Retirement Cash Balance Plan Life Tracks booklet page RCBP-9.
Employee Advocate: If you retire before 55, Duke gets to keep your retirement money until you turn age 55. The whole time you are paid cheap interest rates. The company gets to keep any extra profits that they make off of you retirement money. So much for portability! About the only portability was from one pocket to another pocket.
Question: We received a question pertaining to eligibility for retiree medical coverage before age 55.
Answer: Like many other companies, we find that it has become increasingly cost prohibitive to offer retiree medical coverage prior to age 55. Our current practice of offering retiree medical coverage no earlier than age 55 is consistent with other large employers in our peer group. There are business unit-specific variances related to this benefit, as well as detailed eligibility requirements and exceptions. Please contact the Retirement Benefits Center if you want to know whether a particular Duke Energy company offers specific retiree coverage.
Employee Advocate: Did you find that answer enlightening? No retirement insurance before 55. No retirement insurance after 65. Premiums for the decade between, computed by moon phases and sunspots (always subject to change, of course).
Question: My interest credits in the Duke Energy Retirement Cash Balance Plan (RCBP) are based on the T-bond rate. What impact does the investment performance of RCBP trust funds have?
Answer: The RCBP trust is invested in a variety of equity and fixed income investments. The allocations among equity and income investment classes are determined by the Investment Committee, but it is the professional money managers selected by this committee who determine the actual investments held. The trust's investment performance does not affect the interest-crediting rate on participants’ cash balance accounts. Over time, investment performance may affect the company contributions required to fund RCBP benefits.
Employee Advocate: Again, you only get cheap interest rates. Duke keeps any appreciation over that! With such a scheme, it could be eternally self-funding. The cash balance plan did not fall out of the sky. It was carefully crafted to accomplish exactly what Duke wanted to achieve. You are in the same position as the California ratepayers – your well being was not a consideration!
Question: One of the major employee issues emerging from the Enron situation is the fact that employees were not allowed to make changes to their 401K accounts for some period of time. Do you ever foresee this happening at Duke Energy? If so, would there be some advanced warning to allow changes to be made before the "lock-out" begins? If so, how long?
Answer: It’s possible that there would be circumstances in the future that might result in a “lock-out” period. Examples of these situations would be a planned merger or spin-off, or a change in the plan record keeper or the plan trustee. If this were to occur, participants would receive notice well in advance and the “lock-out” duration would be as short as administratively possible. As you may recall, when a number of plans were combined on December 31, 1998, to form the Duke Energy Retirement Savings Plan with a new record keeper, the lock-out period was two business days.
Employee Advocate: Yet another straight answer. This could get scary!
Question: It has been several years since the Retirement Cash Balance Plan opening balance amounts were figured. I would like to know what was used to determine my opening balance. How can I find this out?
Answer: Each participant with a transition opening balance received information at the time the opening balance amount was communicated concerning the data used to make the calculation. If you do not have that information, you may make a written request to the Director of Benefits to ask for information concerning how your opening balance was calculated.
Employee Advocate: You will be given some cartoon books and rhetoric. Employees always want to know just how much money they lost in the conversion. But the cash balance plans were carefully designed to make it extremely difficult to find this out. Leaving out a little piece of information here and there, adds spice to the game. Attorneys have been stumped as to how Duke came up with the numbers. Even actuaries have been baffled! The Equal Employment Opportunity Commission had to hire a team of actuaries to try to decipher Duke’s cash balance amounts. One thing is a fact: Some employees lost 50% of the value of their retirement plan when it was converted to a cash balance plan! Lots of luck figuring it out with the aid of the cartoon books!
Question: I am a recent college graduate, and am thinking about going to graduate school. When I researched the Education Reimbursement program, I was surprised to see that Duke Energy only contributes a lifetime maximum of $15,000. Is any more money than that given to qualified employees who are looking to further their education?
Answer: The Education Reimbursement Program is reviewed periodically, including the lifetime limits for post-graduate courses. Limits were reviewed during the fall of 2001 using research conducted across the country based on public and private colleges and universities. The research determined that graduate degrees are attainable from a large variety of institutions throughout the U.S. within the lifetime limit of $15,000. The Education Reimbursement Program is available to subsidize the costs of continuing education, but is not intended to cover the entire cost.
Employee Advocate: You will learn that all Duke employee benefits have a hook, a clause, a disclaimer, a smoother, an offset, a clarifier, or exclusion hidden somewhere in the fine print. When benefits are reviewed, it means that Duke is looking for ways to reduce them even more. That is what happened to the retirement plan and retiree health coverage benefits. In other words, the longer you work for Duke, the less you will get, on an inflation adjusted basis. Because, when your benefits are reduced, your effective salary is reduced. What you get will never be exactly the way it was portrayed to be.
Question: I understand that there are educational opportunities within the company. I'm very interested in learning as much as possible about Duke Energy and in growing with the company. How can I find out what educational opportunities are available to me?
Answer: In addition to your on-the-job training and education, there are a number of things you can do to learn about the company and to enhance your own development. You should begin by having a career planning discussion with your manager, outlining your personal goals and objectives and developing a plan to achieve those...
Employee Advocate: Refer to the above question and answer. You are about to get an “education.” But it is not going to be exactly what you had in mind!
Question: Rick Priory was recently quoted in a financial news publication as saying that he would give different information to government officials about public policies depending upon whether the information would be made public knowledge. Why do you believe that public policy should be conducted in private?
Answer: The article you refer to was from Bloomberg, and focused on the debate regarding whether the Bush administration should release information on what specific private sector groups and individuals had discussions with Vice President Cheney regarding a national energy policy. To answer your question: I believe public policy is best shaped by the input of many diverse interests and voices. I also believe that the process would be severely impeded if every discussion between the administration and industry groups, individual companies or other special interest entities were made public. The formulation of energy and other key policy initiatives relies on broad and candid input. If groups with pertinent knowledge and interests are reluctant to step forward and share their expertise and opinions, we are all short-changed.
Employee Advocate: Does that not pretty much lay it out for you? The answer is tailored for the audience! There was no effort by the administration to obtain “diverse inputs.” The input came from the energy companies that had been party contributors. And, that input was kept hidden from the public. “Sweeter” deals can always be made in the back rooms than in the sunshine. If what one has to say is so dastardly that it cannot be said in a public forum, maybe it is best that it be left unsaid. Those who have comments that can only be whispered in secret and under the cover of darkness are seldom up to any good. Is it any wonder that the country is facing a host of problems brought about by overpowering greed?
We trust that Mr. Blackburn enjoyed the meeting as much as we did!