Duke Energy and Spectra Energy Announce 2007 Ongoing EPS Employee Incentive Targets; Investor ''Road Shows'' Expected in December - Duke Energy

News Release
Nov. 28, 2006

Duke Energy and Spectra Energy Announce 2007 Ongoing EPS Employee Incentive Targets; Investor ''Road Shows'' Expected in December

CHARLOTTE, N.C. – Duke Energy’s board of directors has approved the 2007 ongoing earnings per share (EPS) employee incentive target for Duke Energy and has recommended an employee incentive target for Spectra Energy, the proposed stand-alone company consisting of Duke’s natural gas businesses slated to be spun-off entirely to Duke Energy shareholders on Jan. 2, 2007.

Duke Energy’s employee incentive target for 2007, based on ongoing diluted EPS will be $1.15 per share. Spectra Energy’s employee incentive target for the year, also based on ongoing diluted EPS, is expected to be $1.40 per share. Spectra Energy’s employee incentive target remains subject to approval by the new company’s board of directors. Note: Spectra Energy’s EPS assumes that upon the spinoff, Duke Energy shareholders will receive one share of Spectra Energy common stock for every two shares of Duke Energy common stock they own.

Management from both Duke Energy and Spectra Energy expect to convene separate investor “road shows” in December. These “road shows” will allow the companies to provide additional information to investors regarding their respective 2007 business and financial plans.

Duke Energy also announced today that the Internal Revenue Service (IRS) has issued a private letter ruling to the company indicating that the planned gas and electric separation will qualify as a tax-free distribution for U.S. federal income tax purposes to both Duke Energy and its shareholders. The IRS ruling is one of several conditions necessary to complete the separation.

On June 28, 2006, Duke Energy announced plans to create two separate publicly traded companies by spinning off Duke Energy’s natural gas businesses into a new company (subsequently named Spectra Energy) to Duke Energy shareholders.  Upon the separation, Duke Energy will operate primarily as a pure-play power company with a U.S. Franchised Electric & Gas business unit, Commercial Power business unit, an International business unit and the company’s interest in Crescent Resources. The company will continue to be traded on the New York Stock Exchange under the listing symbol DUK.

Spectra Energy will operate primarily in three sectors of the natural gas industry: transmission and storage, distribution, and gathering and processing. The stock is expected to be traded on the New York Stock Exchange under the listing symbol SE.

Non-GAAP Financial Measures

This document includes references to the 2007 ongoing EPS employee incentive targets for Duke Energy and Spectra Energy. The EPS measure used for employee incentive bonuses is based on ongoing diluted EPS. Ongoing diluted EPS is a non-GAAP financial measure as it represents diluted EPS from continuing operations adjusted for the per-share impact of “special items.” Special items represent certain charges and credits which management believes will not be recurring on a regular basis. The most directly comparable GAAP measure for ongoing diluted EPS is reported diluted EPS from continuing operations, which includes the impact of special items. Due to the forward-looking nature of this non-GAAP financial measure, information to reconcile it to the most directly comparable GAAP financial measure is not available at this time, as management is unable to forecast all special items for future periods.

Forward-Looking Statements
This document includes statements that do not directly or exclusively relate to historical facts. Such statements may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,”“project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other similar words. The forward-looking statements reflect management’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from the forward-looking statements included in this document. Duke Energy cannot provide any assurances that the separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The transaction is subject to certain conditions precedent, including final approval by the Board of Directors of Duke Energy.

These risks and uncertainties include, among other things, risks inherent in the contemplated separation and related transactions and borrowings and costs related to the proposed transactions; distraction of Duke Energy and its management as a result of the proposed transactions; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures, and affect the speed at and degree to which competition enters the electric and natural gas industries; the outcomes of litigation and regulatory investigations, proceedings or inquiries; the weather and other natural phenomena; the timing and extent of changes in commodity prices, interest rates and foreign currency exchange rates; general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities or other hostilities; 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 effect of accounting pronouncements issued periodically by accounting standard-setting bodies; the amount of collateral required to be posted from time to time in Duke Energy’s transactions; competition and regulatory limitations affecting the success of Duke Energy’s divestiture plans, including the prices at which Duke Energy is able to sell its assets; the performance of electric generation, pipeline and natural gas processing facilities; the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding natural gas and electric markets; conditions of the capital markets and equity markets during the periods covered by the forward-looking statements; and opportunities for Duke Energy’s business units, including the timing and success of efforts to develop domestic and international power, pipeline, gathering, liquefied natural gas, processing and other infrastructure projects. Additional factors that may affect the future results are set forth in the Duke Energy, Duke Power Company LLC and Cinergy Corp. filings with the Securities and Exchange Commission ("SEC"), which are available at www.duke-energy.com/investors/. Duke Energy undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


 

Contact: Mark Craft - Media Contact for Duke Energy
Phone: 704-382-7364
24-Hour Phone: 704-382-8333
e-mail:
Contact: Gretchen Krueger - Media Contact for Spectra Energy
Phone: 713-627-4072
24-Hour Phone: 704-382-8333
e-mail:
Contact: Sean Trauschke - Analyst Contact for Duke Energy
Phone: 980-373-7905
24-Hour Phone:
e-mail:
Contact: John Arensdorf - Analyst Contact for Spectra Energy
Phone: 704-382-5087
24-Hour Phone:
e-mail: