CAROLINA POWER & LIGHT CO
10-Q, 1996-05-14
ELECTRIC SERVICES
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                          UNITED STATES                          
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C.  20549

                            FORM 10-Q
  (Mark One)

    [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

             For the quarterly period ended March 31, 1996
                                            ______________
                 

                                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 1-3382
                                               ______
          

                        CAROLINA POWER & LIGHT COMPANY
                        ______________________________
           (Exact name of registrant as specified in its charter)

    North Carolina                                         56-0165465
______________________________________________________________________________
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

          411 Fayetteville Street, Raleigh, North Carolina 27601-1748
          ____________________________________________________________
                   (Address of principal executive offices)
                                  (Zip Code)

                                  919-546-6111
                                  ____________       
             (Registrant's telephone number, including area code)

                                                                            
______________________________________________________________________________
   (Former name, former address and former fiscal year, if changed since last
                                      report)

    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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes  X .  No   .
                                                  ___     ___


                    APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  

Common Stock (Without Par Value) shares outstanding at April 30, 1996:   
152,086,922.
<PAGE>

                  PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements
_______     ____________________

         Reference is made to the attached Appendix containing the
Consolidated Interim Financial Statements for the periods ended March 31, 1996.
The amounts are unaudited but, in the opinion of management, reflect all
adjustments necessary to fairly present the Company's financial position and
results of operations for the interim periods.


Item 2.     Management's Discussion and Analysis of Financial Condition 
            and Results of Operations
_______     ____________________________________________________________


                           Results of Operations
            For the Three and Twelve Months Ended March 31, 1996,
            As Compared With the Corresponding Periods One Year Earlier
            ___________________________________________________________


   Operating Revenues: For the three and twelve months ended March 31, 1996,
operating revenues increased due to the following factors (in millions):

                             Three Months             Twelve Months
                             ____________             _____________

Customer Growth/Changes                                     
   In Usage Patterns           $  15                    $   81 

Weather                           31                       111

Price                            (15)                      (48)

Other                             24                        58 
                               _____                     _____
     Total                      $ 55                     $ 202 
                               =====                     =====

    The increase in the weather component of revenue for the three months ended
March 31, 1996, is the result of colder weather in the current period as 
compared to the prior period, which was milder than normal.  The twelve-month
increase lso reflects more extreme weather patterns in the current period than
in the prior period. Approximately $13 million of the decrease in the price 
componet of revenue for the three-month period and approximately $32 million for
the twelve-month period are attributable to a decrease in the fuel cost 
component of revenue. In addition, for the twelve months, the price component
decreased due to the expiration in July 1994 of a North Carolina rate rider
under which the Company was allowed recovery of certain abandoned plant costs. 
This reduction in revenue did not significantly impact net income due to a 
corresponding decrease in amortization expense.  The increase in the other 
component for both periods is due to increased bulk power sales, which reflect 
weather impacts and to the Company's active participation in the bulk power 
market.  The loss of 200 megawatts of load from North Carolina Electric 
Membership Corporation, beginning in January 1996, is included as a reduction 
in the customer growth component.
<PAGE>

    Operating Expenses: The increase in fuel expense for the three and twelve
months ended March 31, 1996, is primarily due to a change in the generation mix.
For the three months, fossil generation, as a percentage of total generation,
increased from 43% to 59% and lower-cost nuclear generation decreased from 55%
to 39%. For the twelve months, fossil generation increased from 47% to 57%, and
nuclear generation decreased from 51% to 41%.  The change in the generation mix
is due primarily to the timing of refueling outages of the Company's nuclear
facilities. Also contributing to the increase in fuel expense for both periods
is an increase in total generation due to higher sales.

   Purchased power increased for the three months ended March 31, 1996, due to
reduced purchases from cogenerators in the prior period. For the twelve months
ended March 31, 1996,  purchased power increased due to the reduced purchases
from cogenerators in the prior period ($15 million) and increased purchases from
other utilities ($24 million). These increases were partially offset by a $14
million decrease in purchases from Power Agency, which was primarily due to the
provisions of the Company's 1993 agreement with Power Agency. Pursuant to this
agreement, the Company's buyback percentage of capacity and energy from the
Harris Plant decreased from 50% in 1994 to 33% in 1995 and 1996.

    Excluding the impact of a December 1994 insurance reserve adjustment, which
reduced expense in the prior period, operation and maintenance expense decreased
$20 million for the twelve months ended March 31, 1996.  In the prior year there
were several major fossil plant outages that resulted in higher expense for that
period as compared to the current period.

    For the twelve months ended March 31, 1996, the decrease in depreciation
and amortization reflects the completion of the amortization of abandoned plant
costs for Harris Unit No. 2 ($14 million decrease) and the completion in July
1994 of the amortization of certain abandoned plant costs associated with a 
North Carolina rate rider ($13 million decrease). Partially offsetting the 
decreases was an increase of $11 million in depreciation expense.

    The increase in income tax expense for both periods is primarily due to an
increase in operating income.  

    Other Income: The increase in the income tax credit for the twelve months
ended March 31, 1996, is primarily attributable to lower non-operating income in
the current period. 

    The decrease in interest income for the twelve-month period is primarily
due to the recording in June 1994 of interest income related to certain IRS 
audit issues.

    Other income, net, decreased for the twelve-month period due to an increase
in charitable contributions of approximately $7 million and decreases in various
income items, none of which is individually significant.

    Interest Charges: Other interest charges increased for the twelve months
ended March 31, 1996, primarily due to a $6 million interest accrual related to
the 1995 North Carolina Utilities Commission Fuel Order.


               Material Changes in Capital Resources and Liquidity
                   From December 31, 1995, to March 31, 1996
                   and From March 31, 1995, to March 31, 1996
               ___________________________________________________

    During the twelve months ended March 31, 1996, the Company issued long-term
debt of $125 million. The Company did not issue long-term debt in the 
three-month period.  The proceeds of this issuance, and/or the issuance of 
short-term debt and internally generated funds, financed the redemption or 
retirement of long-term debt totaling $248 million and $399 million during the 
three and twelve months ended March 31, 1996, respectively.
<PAGE>

    In the first quarter of 1996, the Company entered into two new long-term
revolving credit facilities totaling $350 million, which support the Company's
commercial paper borrowings. The Company is required to pay minimal annual
commitment fees to maintain these facilities. Consistent with management's 
intent to maintain its commercial paper on a long-term basis, and as supported 
by its long-term credit facilities, the Company has included in long-term debt 
$339 million of commercial paper outstanding as of March 31, 1996. In addition 
to these new facilities, the Company has other long-term credit agreements 
totaling $235 million and a $100 million short-term credit agreement. 

    The Company's capital structure as of March 31 was as follows: 

                              1996                         1995
                              ____                         ____

Common Stock Equity          49.47%                        48.94%

Long-term Debt               47.83%                        48.37%

Preferred Stock               2.70%                         2.69%

    The Company's First Mortgage Bonds are currently rated "A2" by Moody's
Investors Service, "A" by Standard & Poor's and "A+" by Duff & Phelps.  Moody's
Investors Service, Standard & Poor's and Duff & Phelps have rated the Company's
commercial paper "P-1," "A-1" and "D-1," respectively.

    In 1994, the Board of Directors of the Company authorized the repurchase
of up to 10 million shares of the Company's common stock on the open market. In
accordance with the stock repurchase program, the Company has purchased
approximately 8.6 million shares through March 31, 1996.
<PAGE>

                      PART II.  OTHER INFORMATION


Item 1.      Legal Proceedings
_______      _________________

             Legal aspects of certain matters are set forth in Item 5 below.


Item 2.      Changes in Securities        )
_______      _____________________        )
                                          )
                                          )
Item 3.      Defaults upon Senior         )    Not applicable for the
             Securities                   )    quarter ended March 31, 1996.
_______      ____________________         )
                                          )
Item 4.      Submission of Matters to     )
             a Vote of Security Holders   )
_______      __________________________   )



Item 5.      Other Information
_______      _________________

        1.  (Reference is made to the Company's 1995 Form 10-K, Generating
            Capability, paragraph 3, page 6.)  With regard to the Company's
            generation additions schedule, the Company filed an Application
            for a Certificate of Public Convenience and Necessity with the
            North Carolina Utilities Commission (NCUC) on September 27,
            1995, seeking permission to construct 500 MW of combustion
            turbine capacity adjacent to the Company's Lee Steam Electric
            Plant in Wayne County, North Carolina.  The NCUC hearing in this
            matter was held on January 9, 1996, and by order issued March
            21, 1996, the NCUC granted the Company a certificate to
            construct these combustion turbine units.

            The Company issued a Notice of Inquiry (NOI) on March 12, 1996
            concerning short-term power purchases for the peak winter months
            of  1998 and 1999, and the peak summer months of 1998.  The NOI
            was sent to a number of electric utilities, independent power
            producers and power marketers.  The Company has received a
            number of bids, which are under review and evaluation.  The
            Company currently plans to issue a request for bids during the
            second quarter of 1996 relating to its next two blocks of
            capacity additions.  The Company cannot predict the outcome of
            these matters.

        2.  (Reference is made to the Company's 1995 Form 10-K, Competition
            and Franchises, paragraph 1.b., page 8).  On April 24, 1996 the
            Federal Energy Regulatory Commission (FERC) issued its final
            rules on open access transmission and stranded costs and on
            information systems and standards of conduct.  The rule as
            announced will require all transmitting utilities to have on
            file an open access transmission tariff and it contains
            provision for the recovery of stranded costs.  The rule also
            contains numerous other items that could impact the sale of
            electric energy at the wholesale level.  These final rules
            become effective sixty (60) days after the rules are published
            in the Federal Register.  FERC also issued a notice of proposed
            rulemaking (NOPR) on Capacity Reservation Open Access
            Transmission Tariffs.  Comments on this new NOPR are due to FERC
            by August 1, 1996.  The Company cannot predict the outcome of
            this matter.  
<PAGE>
            With regard to the issue of retail competition in the Company's
            retail jurisdictions, in 1995, the NCUC concluded that for the
            time being it should monitor developments in other states and at
            the FERC regarding jurisdictional and other issues affecting
            retail competition.  The NCUC also requested that interested
            parties suggest specific issues it should consider in connection
            with this matter.  In response to those suggestions, on April 3,
            1996, the NCUC issued an order seeking comments regarding the
            impact of retail competition on system reliability, obligation
            to serve, stranded costs and ancillary costs.  These comments
            are due June 3, 1996.  The NCUC continues to believe there is no
            need to hold hearings at this time.  The Company cannot predict
            the outcome of this matter.

        3.  (Reference is made to the Company's 1995 Form 10-K, Competition
            and Franchises, paragraph 1.f., page 10.)  On April 26, the
            Joint Utility Review Committee adopted a resolution stating
            "that no further amendments to Chapter 62 of the General
            Statutes are necessary at this time to encourage the
            construction of new interstate pipelines in North Carolina (and)
            that the Committee will continue to review the efforts to expand
            natural gas service in North Carolina on a regular basis, as the
            Committee has done since 1987."  The Company cannot predict the
            outcome of this matter.

        4.  (Reference is made to the Company's 1995 Form 10-K, Financing
            Program, paragraph 4, page 12.)  Additional retirements and
            redemptions during 1996 were as follows:

            -- The retirement on April 1, 1996, of $30 million principal
               amount of First Mortgage Bonds, 5.125% Series, which matured
               on that date.

            -- The redemption on April 1, 1996, of $100 million principal
               amount of First Mortgage Bonds, 9% Series due April 1, 2022,
               at 105.89% of the principal amount of such bonds plus accrued
               interest to the date of redemption.

        5.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 3, page 14.)  With regard to the South
            Carolina Public Service Commission's (SCPSC) proceeding to
            consider the Company's 1995 Integrated Resource Plan, the South
            Carolina Consumer Advocate and Nucor Corporation have intervened
            in this proceeding.  The Company cannot predict the outcome of this 
            matter.

        6.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 5, page 14.)  With regard to the Company's
            spring 1996 South Carolina fuel case hearing, by order dated
            March 29, 1996, the SCPSC granted the Company's request to
            maintain the fuel factor at its current level of 1.34 cents/kWh
            for the six month period from April 1, 1996 through September 30,
            1996.

        7.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 6, page 15.)  With regard to the Company's
            South Carolina avoided cost proceeding, the SCPSC has opened
            Docket No. 95-1192-E to establish avoided cost rates for all
            electric utilities in South Carolina, and hearings are scheduled
            for August 8 and 9, 1996.

        8.  (Reference is made to the Company's 1995 Form 10-K, Wholesale
            Rate Matters, paragraph 2.a., page 15.)  With regard to the
            offer of settlement the Company filed with the FERC on February
            6, 1996, concerning the return on equity (ROE) in connection
            with the formula rates provided in the Power Coordination
            Agreement dated August 27, 1993, between the Company and the
            North Carolina Electric Membership Corporation, on April 11,
            1996 the FERC issued an order approving the 10.75% ROE and
            ordered refunds of excess revenues collected since January 1,
            1996.  These refunds are not material to the results of
            operations of the Company.
<PAGE>
        9.  (Reference is made to the Company's 1995 Form 10-K,
            Environmental Matters, paragraph 3, page 16.)  By letter dated
            March 7, 1996, the Environmental Protection Agency (EPA)
            notified the Company that it is a potentially responsible party
            (PRP) with respect to the disposal of hazardous substances at
            the Cherokee Oil Company (Cherokee) sites in Charlotte, North
            Carolina.  The materials sent from the Company's facilities to
            the Cherokee sites were associated with tank cleanings at the
            Company's former Wilmington Oil Terminal.  The EPA has performed
            removal actions at the sites and is now seeking information for
            purposes of cost recovery.  Although the Company cannot predict
            the outcome of this matter, it does not anticipate costs
            associated with this site will be material to the results of
            operations of the Company.


Item 6.     Exhibits and Reports on Form 8-K
______      ________________________________

            (a)      Exhibits

                     None.

            (b)      Reports on Form 8-K filed during or with respect to the 
                     quarter:


      Date of Report
  (Earliest Event Reported)         Date of Signature         Items Reported
  _________________________         _________________         ______________

        NONE


<PAGE>

                                SIGNATURES

     Pursuant to requirements 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.


                                        CAROLINA POWER & LIGHT COMPANY 
                                        ______________________________
                                                (Registrant)


                             By     /s/ Glenn E. Harder    
                                    Executive Vice President 


                             By    /s/ Mark F. Mulhern        
                                   Vice President and Controller
                                   (and Principal Accounting Officer)

Date:    May 14, 1996

<TABLE>
<CAPTION>
                                                                                  APPENDIX

                                         Carolina Power & Light Company        
                                   (ORGANIZED UNDER THE LAWS OF NORTH CAROLINA)    


                                    CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                      (NOT AUDITED BY INDEPENDENT AUDITORS)

                                                March 31, 1996


   STATEMENTS OF INCOME
                                                                      Three Months Ended       Twelve Months Ended
                                                                            March 31                 March 31
   <S>                                                             <C>           <C>        <C>          <C>          
   (In thousands except per share amounts)                              1996        1995        1996         1995
   -----------------------------------------------------------------------------------------------------------------

   Operating Revenues                                               $  783,585   $ 728,238  $3,061,899   $2,860,367
   -----------------------------------------------------------------------------------------------------------------

   Operating Expenses
     Operation - fuel                                                  137,566     133,271     534,107      515,748
                 purchased power                                       105,989      93,659     422,270      396,419
                 other                                                 122,356     127,078     536,725      536,232
     Maintenance                                                        47,044      40,755     202,874      200,529
     Depreciation and amortization                                      92,478      90,275     366,730      382,953
     Taxes other than on income                                         38,564      38,920     143,687      142,025
     Income tax expense                                                 77,095      61,416     274,903      202,453
     Harris Plant deferred costs, net                                    8,065       6,605      29,588       26,456
   -----------------------------------------------------------------------------------------------------------------
           Total Operating Expenses                                    629,157     591,979   2,510,884    2,402,815
   -----------------------------------------------------------------------------------------------------------------
   Operating Income                                                    154,428     136,259     551,015      457,552
   -----------------------------------------------------------------------------------------------------------------

   Other Income                                                     
     Allowance for equity funds used during construction                 1,035         913       3,472        4,724
     Income tax credit                                                   4,413       3,290      19,664        9,131
     Harris Plant carrying costs                                         1,809       2,219       7,886        9,410
     Interest income                                                     1,134       2,588       7,226       15,863
     Other income, net                                                   6,199       4,021      11,244       23,124
   -----------------------------------------------------------------------------------------------------------------
           Total Other Income                                           14,590      13,031      49,492       62,252
   -----------------------------------------------------------------------------------------------------------------
   Income Before Interest Charges                                      169,018     149,290     600,507      519,804
   -----------------------------------------------------------------------------------------------------------------

   Interest Charges                                                 
     Long-term debt                                                     44,676      46,593     185,480      183,108
     Other interest charges                                              6,912       6,028      26,781       17,896
     Allowance for borrowed funds used during construction                (916)     (1,364)     (4,670)      (3,576)
   -----------------------------------------------------------------------------------------------------------------
            Net Interest Charges                                        50,672      51,257     207,591      197,428
   -----------------------------------------------------------------------------------------------------------------
   Net Income                                                          118,346      98,033     392,916      322,376
   Preferred Stock Dividend Requirements                                (2,402)     (2,402)     (9,609)      (9,609)
   -----------------------------------------------------------------------------------------------------------------
   Earnings for Common Stock                                        $  115,944   $  95,631  $  383,307   $  312,767
   =================================================================================================================

   Average Common Shares Outstanding (Note 4)                          143,625     147,270     145,329      148,738
   Earnings per Common Share (Note 4)                               $     0.81   $    0.65  $     2.64   $     2.10
   Dividends Declared per Common Share                              $    0.455   $   0.440  $    1.790   $    1.730

   .................................................................................................................
   See Supplemental Data and Notes to Financial Statements.

</TABLE>

<TABLE>
<CAPTION>
Carolina Power & Light Company
BALANCE SHEETS                                                       March 31             December 31
<S>                                                    <C>                <C>           <C>
(In thousands)                                                 1996            1995           1995
- ------------------------------------------------------------------------------------------------------
                                                         
                         ASSETS                          

Electric Utility Plant                                   
  Electric utility plant in service                      $   9,520,522    $  9,246,650  $   9,440,442
  Accumulated depreciation                                  (3,566,838)     (3,263,768)    (3,493,153)
- ------------------------------------------------------------------------------------------------------
         Electric utility plant in service, net              5,953,684       5,982,882      5,947,289
  Held for future use                                           13,737          13,195         13,304
  Construction work in progress                                173,113         171,717        179,260
  Nuclear fuel, net of amortization                            182,402         163,159        188,655
- ------------------------------------------------------------------------------------------------------
         Total Electric Utility Plant, Net                   6,322,936       6,330,953      6,328,508
- ------------------------------------------------------------------------------------------------------

Current Assets                                           
  Cash and cash equivalents                                      5,602          39,858         14,489
  Accounts receivable                                          338,923         284,934        364,536
  Fuel                                                          43,914         103,820         53,654
  Materials and supplies                                       123,014         124,826        121,227
  Prepayments                                                   69,682          50,628         59,918
  Other current assets                                          29,213          26,792         27,834
- ------------------------------------------------------------------------------------------------------
         Total Current Assets                                  610,348         630,858        641,658
- ------------------------------------------------------------------------------------------------------

Deferred Debits and Other Assets
  Income taxes recoverable through future rates                388,009         385,089        387,150
  Abandonment costs                                             53,657          67,177         57,120
  Harris Plant deferred costs                                  101,737         123,438        107,992
  Unamortized debt expense                                      66,639          61,933         58,404
  Miscellaneous other property and investments                 490,864         374,338        475,564
  Other assets and deferred debits                             171,782         184,409        170,754
- ------------------------------------------------------------------------------------------------------
         Total Deferred Debits and Other Assets              1,272,688       1,196,384      1,256,984
- ------------------------------------------------------------------------------------------------------
            Total Assets                                 $   8,205,972    $  8,158,195  $   8,227,150
======================================================================================================

             CAPITALIZATION AND LIABILITIES              

Capitalization                                           
  Common stock equity                                    $   2,640,027    $  2,622,103  $   2,574,743
  Preferred stock - redemption not required                    143,801         143,801        143,801
  Long-term debt, net                                        2,552,415       2,591,462      2,610,343
- ------------------------------------------------------------------------------------------------------
         Total Capitalization                                5,336,243       5,357,366      5,328,887
- ------------------------------------------------------------------------------------------------------

Current Liabilities                                      
  Current portion of long-term debt                            268,366         150,050        105,755
  Notes payable                                                  3,640          95,500         73,743
  Accounts payable                                             137,997         127,234        309,294
  Taxes accrued                                                 62,846          84,086          2,456
  Interest accrued                                              43,612          49,638         48,441
  Dividends declared                                            71,525          70,770         71,285
  Deferred fuel credit                                          16,086          50,819         27,495
  Other current liabilities                                     81,458          61,022         79,220
- ------------------------------------------------------------------------------------------------------
         Total Current Liabilities                             685,530         689,119        717,689
- ------------------------------------------------------------------------------------------------------

Deferred Credits and Other Liabilities                   
  Accumulated deferred income taxes                          1,728,933       1,627,090      1,716,835
  Accumulated deferred investment tax credits                  240,095         249,498        242,707
  Other liabilities and deferred credits                       215,171         235,122        221,032
- ------------------------------------------------------------------------------------------------------
         Total Deferred Credits and Other Liabilities        2,184,199       2,111,710      2,180,574
- ------------------------------------------------------------------------------------------------------

Commitments and Contingencies (Note 5)

            Total Capitalization and Liabilities         $   8,205,972    $  8,158,195  $   8,227,150
======================================================================================================
                                                         
SCHEDULES OF COMMON STOCK EQUITY                         
(In thousands)                                           
  Common stock (Note 4)                                  $   1,387,041    $  1,508,098  $   1,381,496
  Unearned ESOP common stock                                  (182,140)       (197,011)      (191,341)
  Capital stock issuance expense                                  (790)           (790)          (790)
  Retained earnings                                          1,435,916       1,311,806      1,385,378
- ------------------------------------------------------------------------------------------------------
         Total Common Stock Equity                       $   2,640,027    $  2,622,103  $   2,574,743
======================================================================================================
                                                            
 ......................................................................................................
See Supplemental Data and Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>

Carolina Power & Light Company
STATEMENTS  OF  CASH  FLOWS

(In thousands)                                                  Three Months Ended      Twelve Months Ended
                                                                    March 31                March 31
                                                                 1996        1995        1996        1995
- -----------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>         <C>           
Operating Activities
  Net income                                                $  118,346  $   98,033  $  392,916  $  322,376
  Adjustments to reconcile net income to net cash 
   provided by operating activities
    Depreciation and amortization                              112,933     115,061     444,534     469,075
    Harris Plant deferred costs                                  6,256       4,386      21,702      17,046
    Deferred income taxes                                       14,626     (11,579)    115,886      34,482
    Investment tax credit                                       (2,611)     (2,553)     (9,402)    (11,207)
    Allowance for equity funds used during construction         (1,035)       (913)     (3,472)     (4,724)
    Deferred fuel cost (credit)                                (11,409)     22,475     (34,733)     62,897
    Net increase in receivables, inventories               
      and prepaid expenses                                     (15,575)    (43,392)    (50,032)    (94,200)
    Net decrease in payables and accrued expenses              (18,615)    (16,376)    (41,831)    (70,304)
    Miscellaneous                                                5,744      11,979      29,394     (12,576)
- -----------------------------------------------------------------------------------------------------------
     Net Cash Provided by Operating Activities                 208,660     177,121     864,962     712,865
- -----------------------------------------------------------------------------------------------------------
Investing Activities                                       
  Gross property additions                                     (88,478)    (71,928)   (282,950)   (274,392)
  Nuclear fuel additions                                       (26,073)    (15,868)    (87,551)    (30,501)
  Contributions to external decommissioning trust              (10,298)    (18,564)    (29,809)    (33,861)
  Contributions to retiree benefit trusts                      (24,700)     (2,400)    (24,700)     (2,400)
  Allowance for equity funds used during construction            1,035         913       3,472       4,724
  Miscellaneous                                                (13,238)       (487)    (41,266)     (6,581)
- -----------------------------------------------------------------------------------------------------------
     Net Cash Used in Investing Activities                    (161,752)   (108,334)   (462,804)   (343,011)
- -----------------------------------------------------------------------------------------------------------
Financing Activities                                       
  Proceeds from issuance of long-term debt                     265,557      59,731     386,539     229,956
  Net increase (decrease) in short-term notes
    payable (maturity less than 90 days)                         3,640      27,400     (18,117)     88,800
  Retirement of long-term debt                                (255,504)   (125,045)   (406,603)   (297,802)
  Purchase of Company common stock (Note 4)                     (1,920)     (4,178)   (130,181)   (118,895)
  Dividends paid on common stock                               (65,168)    (64,656)   (258,449)   (255,876)
  Dividends paid on preferred stock                             (2,400)     (2,420)     (9,603)     (9,623)
- -----------------------------------------------------------------------------------------------------------
     Net Cash Used in Financing Activities                     (55,795)   (109,168)   (436,414)   (363,440)
- -----------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents            (8,887)    (40,381)    (34,256)      6,414
                                                           
Cash and Cash Equivalents at Beginning of the Period            14,489      80,239      39,858      33,444
- -----------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of the Period              $    5,602  $   39,858  $    5,602  $   39,858
===========================================================================================================
Supplemental Disclosures of Cash Flow Information
  Cash paid during the period - interest                    $   55,202  $   54,694  $  203,804  $  191,201
                                income taxes                $      655  $    1,611  $  176,207  $  180,320

 ...........................................................................................................
See Supplemental Data and Notes to Financial Statements.




</TABLE>

<TABLE>
<CAPTION>



Carolina Power & Light Company
SUPPLEMENTAL DATA                            Three Months Ended         Twelve Months Ended
                                                  March 31                   March 31
                                              1996        1995          1996          1995
- ----------------------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>           <C>            
Operating Revenues (in thousands)
  Residential                              $  284,278  $  251,355   $ 1,002,034   $   904,968
  Commercial                                  151,578     141,142       628,831       592,918
  Industrial                                  163,244     164,416       732,276       739,217
  Government and municipal                     20,059      18,842        79,616        77,644
  Power Agency contract requirements           25,452      23,818       102,585       103,133
  NCEMC                                        70,137      83,707       285,601       273,097
  Other wholesale                              21,905      20,400        83,912        81,320
  Other utilities                              33,697      13,541        98,303        43,261
  Miscellaneous revenue                        13,235      11,017        48,741        44,809
- ----------------------------------------------------------------------------------------------
        Total Operating Revenues           $  783,585  $  728,238   $ 3,061,899   $ 2,860,367
==============================================================================================
Energy Sales (millions of kWh)
  Residential                                   3,808       3,263        12,619        11,068
  Commercial                                    2,322       2,091         9,506         8,730
  Industrial                                    3,334       3,268        14,378        14,181
  Government and municipal                        336         301         1,323         1,257
  Power Agency contract requirements              770         476         2,632         2,418
  NCEMC                                         1,091       1,384         5,161         5,047
  Other wholesale                                 480         462         1,935         1,966
  Other utilities                               1,572         573         4,231         1,441
- ----------------------------------------------------------------------------------------------
        Total Energy Sales                     13,713      11,818        51,785        46,108
==============================================================================================
Energy Supply (millions of kWh)
  Generated - coal                              7,143       4,563        26,097        19,468
              nuclear                           4,679       5,847        18,780        20,976
              hydro                               312         298           838           877
              combustion turbines                  14          (1)           72            27
  Purchased                                     1,896       1,510         7,819         6,592
- ----------------------------------------------------------------------------------------------
        Total Energy Supply                
          (Company Share)                      14,044      12,217        53,606        47,940
==============================================================================================
Detail of Income Taxes (in thousands)
 Included in Operating Expenses
  Income tax expense (credit)- current     $   66,104  $   77,155   $   174,216   $   189,557
  Income tax expense - deferred                13,602     (13,186)      110,090        24,101
  Income tax expense - investment          
    tax credit adjustments                     (2,611)     (2,553)       (9,403)      (11,205)
- ----------------------------------------------------------------------------------------------
        Subtotal                               77,095      61,416       274,903       202,453
- ----------------------------------------------------------------------------------------------
 Harris Plant deferred costs -             
   investment tax credit adjustments              (74)        (74)         (297)         (297)
- ----------------------------------------------------------------------------------------------
  Total Included in Operating Expenses         77,021      61,342       274,606       202,156
- ----------------------------------------------------------------------------------------------
 Included in Other Income                                                           
  Income tax expense (credit) - current        (5,437)     (4,897)      (25,460)      (19,512)
  Income tax expense (credit) - deferred        1,024       1,607         5,796        10,381
- ----------------------------------------------------------------------------------------------
        Total Included in Other Income         (4,413)     (3,290)      (19,664)       (9,131)
- ----------------------------------------------------------------------------------------------
            Total Income Tax Expense       $   72,608  $   58,052   $   254,942   $   193,025
==============================================================================================

FINANCIAL STATISTICS

Ratio of earnings to fixed charges                                         3.84          3.36
Return on average common stock equity                                     14.58 %       11.87 %
Book value per common share                                         $     18.36   $     17.81
Capitalization ratios                                                              
    Common stock equity                                                   49.47 %       48.94 %
    Preferred stock - redemption not required                              2.70          2.69
    Long-term debt, net                                                   47.83         48.37
- ----------------------------------------------------------------------------------------------
            Total                                                        100.00 %      100.00 %
==============================================================================================
                                           
 ..............................................................................................
See Notes to Financial Statements.
</TABLE>

Carolina Power & Light Company
NOTES TO FINANCIAL STATEMENTS

1.  These interim financial statements are prepared in conformity with the
    accounting principles reflected in the financial statements included in
    the Company's 1995 Annual Report to Shareholders and the 1995 Annual
    Report on Form 10-K.  These are interim financial statements, and because
    of temperature variations between seasons of the year and the timing of
    outages of electric generating units, especially nuclear-fueled units, the
    amounts reported in the Statements of Income for periods of less than
    twelve months are not necessarily indicative of amounts expected for the
    year.  Certain amounts for 1995 have been reclassified to conform to the
    1996 presentation.

2.  In the first quarter of 1996, the Company entered into two new long-term
    revolving credit facilities totaling $350 million, which support the
    Company's commercial paper borrowings.  The Company is required to pay
    minimal annual commitment fees to maintain these facilities.  Consistent
    with management's intent to maintain its commercial paper on a long-term
    basis, and as supported by the long-term credit facilities, the Company
    has included in long-term debt $339 million of commercial paper
    outstanding as of March 31, 1996.

3.  On April 1, 1996, the Company retired $30 million principal amount of
    First Mortgage Bonds, 5.125% Series, which matured on that date and
    redeemed $100 million principal amount of First Mortgage Bonds, 9% Series,
    due April 1, 2022 at 105.89% of the principal amount of such bonds, plus
    accrued interest to date.

4.  In 1994, the Board of Directors of the Company authorized the repurchase
    of up to 10 million shares of the Company's common stock on the open
    market.  In accordance with the stock repurchase program, the Company has
    purchased approximately 8.6 million shares through March 31, 1996.

5.  Contingencies existing as of the date of these statements are described
    below.  No significant changes have occurred since December 31, 1995, with
    respect to the commitments discussed in Note 10 of the financial
    statements included in the Company's 1995 Annual Report to Shareholders.

    a)  In the Company's retail jurisdictions, provisions for nuclear
    decommissioning costs are approved by the North Carolina Utilities
    Commission and the South Carolina Public Service Commission and are based
    on site-specific estimates that included the costs for removal of all
    radioactive and other structures at the site.  In the wholesale
    jurisdiction, the provisions for nuclear decommissioning costs are based
    on amounts agreed upon in applicable rate agreements.  Based on the
    site-specific estimates discussed below, and using an assumed after-tax
    earnings rate of 8.5% and an assumed cost escalation rate of 4%, current
    levels of rate recovery for nuclear decommissioning costs are adequate to
    provide for decommissioning of the Company's nuclear facilities.

    The Company's most recent site-specific estimates of decommissioning costs
    were developed in 1993, using 1993 cost factors, and are based on prompt
    dismantlement decommissioning, which reflects the cost of removal of all
    radioactive and other structures currently at the site, with such removal
    occurring shortly after operating license expiration.  These estimates, in
    1993 dollars, are $257.7 million for Robinson Unit No. 2, $235.4 million
    for Brunswick Unit No. 1, $221.4 million for Brunswick Unit No. 2 and
    $284.3 million for the Harris Plant.  These estimates are subject to
    change based on a variety of factors including, but not limited to, cost
    escalation, changes in technology applicable to nuclear decommissioning,
    and changes in federal, state or local regulations.  The cost estimates
    exclude the portion attributable to North Carolina Eastern Municipal Power
    Agency, which holds an undivided ownership interest in the Brunswick and
    Harris nuclear generating facilities.  Operating licenses for the
    Company's nuclear units expire in the year 2010 for Robinson Unit No. 2,
    2016 for Brunswick Unit No. 1, 2014 for Brunswick Unit No. 2 and 2026 for
    the Harris Plant.

    The Financial Accounting Standards Board has reached several tentative
    conclusions with respect to its project regarding accounting practices
    related to closure and removal of long-lived assets.  The primary
    conclusions as they relate to nuclear decommissioning are: 1) the cost of
    decommissioning should be accounted for as a liability and accrued as the
    obligation is incurred; 2) recognition of a liability for decommissioning
    results in recognition of an increase to the cost of the plant; 3) the
    decommissioning liability should be measured based on discounted future
    cash flows using a risk-free rate; and 4) decommissioning trust funds
    should not be offset against the decommissioning liability.  An exposure
    draft was issued in February 1996, and it is uncertain what impact, if
    any, the final statement may have on the Company's accounting for
    decommissioning and other closure and removal costs.

    b) As required under the Nuclear Waste Policy Act of 1982, the Company
    entered into a contract with the U. S. Department of Energy (DOE) under
    which the DOE agreed to dispose of the Company's spent nuclear fuel.  The
    Company cannot predict whether the DOE will be able to perform its
    contractual obligations and provide interim storage or permanent disposal
    repositories for spent nuclear fuel and/or high-level radioactive waste
    materials on a timely basis.

    With certain modifications, the Company's spent fuel storage facilities
    are sufficient to provide storage space for spent fuel generated on the
    Company's system through the expiration of the current operating licenses
    for all of the Company's nuclear generating units.  Subsequent to the
    expiration of the licenses, dry storage may be necessary.

    c) The Company is subject to federal, state and local regulations
    addressing air and water quality, hazardous and solid waste management and
    other environmental matters.

    Various organic materials associated with the production of manufactured
    gas, generally referred to as coal tar, are regulated under various
    federal and state laws, and a liability may exist for their remediation.
    There are several manufactured gas plant (MGP) sites to which the Company
    and certain entities that were later merged into the Company may have had
    some connection.  In this regard, the Company, along with other entities
    alleged to be former owners and operators of MGP sites in North Carolina,
    is participating in a cooperative effort with the North Carolina
    Department of Environment, Health and Natural Resources, Division of Solid
    Waste Management (DSWM) to establish a uniform framework for addressing
    those sites.  It is anticipated that the investigation and remediation of
    specific MGP sites will be addressed pursuant to one or more
    Administrative Orders on Consent between DSWM and individual potentially
    responsible parties.  To date, the Company has not entered into any such
    orders.  The Company continues to investigate the identities of parties
    connected to MGP sites in North Carolina, the relative relationships of
    the Company and other parties to those sites and the degree, if any, to
    which the Company should undertake shared voluntary efforts with others at
    individual sites.

    The Company has been notified by regulators of its involvement or
    potential involvement in several sites, other than MGP sites, that require
    remedial action.  Although the Company cannot predict the outcome of these
    matters, it does not expect costs associated with these sites to be
    material to the results of operations of the Company.

    The Company has recorded a liability for the estimated costs associated
    with investigation and remediation activities for certain MGP sites and
    for sites other than MGP sites.  This liability is not material to the
    financial position of the Company.

    Due to the lack of information with respect to the operation of MGP sites
    for which a liability has not been accrued and due to the uncertainty
    concerning questions of liability and potential environmental harm, the
    extent and cost of required remedial action, if any, are not currently
    determinable.  The Company cannot predict the outcome of these matters or
    the extent to which other MGP sites may become the subject of inquiry.



<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM (INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 1996) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
<CIK> 0000017797
<NAME> CAROLINA POWER & LIGHT COMPANY
        
<S>                                                    <C> 
<PERIOD-TYPE>                                          3-MOS
<FISCAL-YEAR-END>                                      DEC-31-1995
<PERIOD-END>                                           MAR-31-1996
<BOOK-VALUE>                                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                               $6,322,936
<OTHER-PROPERTY-AND-INVEST>                               $490,864
<TOTAL-CURRENT-ASSETS>                                    $610,348
<TOTAL-DEFERRED-CHARGES>                                  $610,042
<OTHER-ASSETS>                                            $171,782
<TOTAL-ASSETS>                                          $8,205,972
<COMMON>                                                $1,204,901
<CAPITAL-SURPLUS-PAID-IN>                                    ($790)
<RETAINED-EARNINGS>                                     $1,435,916
<TOTAL-COMMON-STOCKHOLDERS-EQ>                          $2,640,027
                                           $0
                                               $143,801
<LONG-TERM-DEBT-NET>                                    $2,552,415
<SHORT-TERM-NOTES>                                              $0
<LONG-TERM-NOTES-PAYABLE>                                       $0
<COMMERCIAL-PAPER-OBLIGATIONS>                                  $0
<LONG-TERM-DEBT-CURRENT-PORT>                             $268,366
                                       $0
<CAPITAL-LEASE-OBLIGATIONS>                                     $0
<LEASES-CURRENT>                                                $0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                          $2,601,363
<TOT-CAPITALIZATION-AND-LIAB>                           $8,205,972
<GROSS-OPERATING-REVENUE>                                 $783,585
<INCOME-TAX-EXPENSE>                                       $77,095
<OTHER-OPERATING-EXPENSES>                                $552,062
<TOTAL-OPERATING-EXPENSES>                                $629,157
<OPERATING-INCOME-LOSS>                                   $154,428
<OTHER-INCOME-NET>                                         $14,590
<INCOME-BEFORE-INTEREST-EXPEN>                            $169,018
<TOTAL-INTEREST-EXPENSE>                                   $50,672
<NET-INCOME>                                              $118,346
                                 $2,402
<EARNINGS-AVAILABLE-FOR-COMM>                             $115,944
<COMMON-STOCK-DIVIDENDS>                                   $65,405
<TOTAL-INTEREST-ON-BONDS>                                  $44,676
<CASH-FLOW-OPERATIONS>                                    $208,660
<EPS-PRIMARY>                                                $0.81
<EPS-DILUTED>                                                $0.81

        

</TABLE>


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