UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-3A-2
Statement by Holding Company Claiming Exemption under Rule U-3A-2 from the
Provisions of the Public Utility Holding Company Act of 1935
CAROLINA POWER & LIGHT COMPANY
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
<PAGE>
1. Name, State of organization, location and nature of business of Claimant and
every subsidiary thereof.
A. The Claimant
Carolina Power & Light Company (the Company) is a public service
corporation formed under the laws of North Carolina in 1926, and is
an electric utility company and a holding company as defined by the
Public Utility Holding Company Act of 1935. The Company is primarily
engaged in the generation, transmission, distribution and sale of
electricity in portions of North and South Carolina. The Company's
service territory covers approximately 30,000 square miles, including
a substantial portion of the coastal plain of North Carolina
extending to the Atlantic coast between the Pamlico River and the
South Carolina border, the lower Piedmont section of North Carolina,
an area in northeastern South Carolina and an area in western North
Carolina in and around the City of Asheville. The estimated total
population of the territory served is approximately 3.9 million.
The principal executive offices of the Company are located at 411
Fayetteville Street, Raleigh, North Carolina 27601. (Reference is
made to Part I, Item I of the Form 10-K Annual Report of the Company
for the year ended December 31, 1998, to be incorporated herein by
reference for additional information concerning the business of the
Company).
As of December 31, 1998, the Company did not hold any direct or
indirect interests in an exempt wholesale generator (EWG) or a
foreign utility company.
B. Utility Subsidiaries - 100% Owned
As of July 15, 1999, the Company consummated a merger with North
Carolina Natural Gas Corporation (NCNG) in a stock-for-stock
transaction.
NCNG is a public utility corporation formed under the laws of
Delaware, and is a gas utility company as defined by the Public
Utility Holding Company Act of 1935. NCNG is primarily engaged in the
transmission and distribution of natural gas through approximately
1,069 miles of transmission pipeline and approximately 2,772 miles of
distribution mains. Natural gas is sold under regulated rates to
approximately 162,000 customers in 86 cities and towns and four
municipal gas distribution systems in eastern and southcentral North
Carolina. The estimated total population of the territory served is
2.6 million.
The principal executive offices of NCNG are located at 150 Rowan
Street, Fayetteville, North Carolina 28302. (Reference is made to
Part I, Item I of the Form 10-K Annual Report of NCNG for the year
ended September 30, 1998, to be incorporated herein by reference for
additional information concerning the business of NCNG).
C. Non-Utility Subsidiaries - 100% owned by Claimant or subsidiary thereof
Cape Fear Energy Corporation - Organized to purchase natural gas for
NCNG's system supply and for resale to large industrial users and the
municipalities served by NCNG as well as provide energy management
services on a contract basis. Headquartered and incorporated in North
Carolina.
Capitan Corporation - Organized to hold title to certain land and
water rights. Headquartered and incorporated in Tennessee.
CaroFinancial, Incorporated - Organized to hold certain investments.
Headquartered and incorporated in Delaware.
2
<PAGE>
CaroFund, Incorporated - Organized to participate in affordable
housing projects. CaroFund, Inc. owns 1% of CaroHome, LLC and other
certain affordable housing entities in which CaroHome is invested.
Headquartered and incorporated in North Carolina.
CaroHome, LLC - Organized to further the Company's investments in
affordable housing for low-income individuals. Headquartered and
incorporated in North Carolina.
<TABLE>
<CAPTION>
<S> <C>
i) Less than 100% but greater than 10% owned by CaroHome, LLC
- All subsidiaries of CaroHome represent affordable housing
projects. Each project is headquartered and incorporated or
organized in the same state as designated below. Asterisk
denotes projects in which CaroFund, Inc. holds an interest.
Anaheim Affordable, LP - Organized in California.
ARV Troy Villa, LP - Organized in Ohio.
Bradford Place of Fuquay-Varina LP - Organized in North Carolina.
Siler City - Cateland Place LP - Organized in North Carolina.
Cedar Tree Properties LP - Organized in Washington.
Lumberton-Chestnut Place LLC - Incorporated in North Carolina.
*Dillon Apartments of South Carolina LP - Organized in South Carolina.
*Enston Home LP - Organized in South Carolina.
*Excelsior Apartments LP - Organized in North Carolina.
First Partners II, LP - Organized in Massachusetts.
Garden Spring Housing Association, LLC - Incorporated in North Carolina.
The Garner School Apartments LP - Organized in North Carolina.
Wilmington-Hooper School Apts, LLC - Incorporated in North Carolina.
Mountainside LLC - Incorporated in North Carolina.
Meadow Spring Housing Assoc. LLC - Incorporated in North Carolina.
*Hartville Apartments LP - Organized in South Carolina.
*Manor Associates LP - Organized in North Carolina.
Asheboro-North Forest LLC - Incorporated in North Carolina.
Northgate II LLC - Incorporated in North Carolina.
Knightdale Development LLC - Incorporated in North Carolina.
Parkview Housing Associate LP - Organized in North Carolina.
Prairie Limited Liability Company - Incorporated in North Carolina.
Ridgewood Housing Assoc LLC - Incorporated in North Carolina.
Arden-River Glen LLC - Incorporated in North Carolina.
Rockwood North LLC - Incorporated in North Carolina.
*Rockwood AH-1 LP - Organized in North Carolina.
*Salem Creek Apartments LP - Organized in North Carolina.
*Marion Apartments LP - Organized in South Carolina.
Spring Forest Housing Assoc, LLC - Incorporated in North Carolina.
*Bishopville Apartments LP - Organized in South Carolina.
Trinity Ridge LLC - Incorporated in North Carolina.
Havelock-Tyler Place Apartments LLC - Incorporated in North Carolina.
West Cary Apartments LLC - Incorporated in North Carolina.
Westridge Woods LLC - Incorporated in North Carolina.
Boone-White Laurel LLC - Incorporated in North Carolina.
Wilrik Hotel Apartments LLC - Incorporated in North Carolina.
*Asheville-Woodridge LP - Organized in North Carolina.
</TABLE>
NCNG Pine Needle Investment Corporation - Organized to participate in
the Pine Needle liquefied natural gas project in North Carolina.
Headquartered and incorporated in North Carolina.
3
<PAGE>
NCNG Cardinal Pipeline Investment Corporation - Organized to
participate in the acquisition of an existing pipeline and the
extension of such pipeline in North Carolina. Headquartered and
incorporated in North Carolina.
NCNG Energy Corporation - Organized to participate in the Pine Needle
liquefied natural gas project and the Cardinal Extension Pipeline
project; however, these projects were transferred to Pine Needle
Investment and Cardinal Pipeline Investment. This subsidiary is now
used for other energy-related investments and sales to natural gas
resellers. Headquartered and incorporated in North Carolina.
Strategic Resource Solutions Corp. - Organized to specialize in
facilities and energy management software systems and other services
for educational, commercial, industrial and governmental markets
nationwide. Headquartered and incorporated in North Carolina.
i) 100% owned by Strategic Resource Solutions Corp.
Strategic Resource Solutions Engineering Corporation
- Organized as a Holding Company of the
Corporate Professional Engineering License of
North Carolina. Headquartered and
incorporated in North Carolina.
Applied Computer Technology Corporation - Organized
to develop and sell energy and facilities
software systems for educational
institutions. Headquartered and incorporated
in North Carolina.
ACT Controls, Incorporated - Organized to develop
and install energy and facilities management
systems for educational institutions.
Headquartered and incorporated in North
Carolina.
Diversified Control Systems, Incorporated - Organized
to develop, install and service energy and
facilities management systems for educational
institutions as well as commercial and
industrial customers. Headquartered and
incorporated in North Carolina.
Spectrum Controls, Incorporated - Organized to
develop, install and service energy and
facilities management systems for educational
institutions as well as commercial and
industrial customers. Headquartered and
incorporated in North Carolina.
D. Non-utility Subsidiaries - less than 100% owned but greater than 10% owned
Better Homes for Garner LP - Organized to participate in affordable
housing projects. Headquarted and organized in North Carolina.
Capital City Low Income Housing LP - Organized to participate in
affordable housing projects. Headquartered and organized in North
Carolina.
Absolut Limited Partnership - Organized to participate in affordable
housing projects. Headquartered and organized in North Carolina.
Walnut Street LP - Organized to participate in affordable housing
projects. Headquartered and organized in North Carolina.
WNC Institutional Tax Credit Fund, LP- Organized to participate in
affordable housing projects. Headquartered and organized in
California.
Interpath Communications, Incorporated - Organized as a
telecommunications company which is primarily engaged in providing
internet-based services to the Southeast. Headquartered in North
Carolina and incorporated in both North Carolina and Virginia.
i) Less than 100% but greater than 10% owned by Interpath
Communications, Incorporated
CFN FiberNet, LLC - Organized to market wholesale capacity
to network
4
<PAGE>
carriers for its five members in Virginia, North Carolina,
and South Carolina. Headquartered and incorporated in North
Carolina.
Autonomous Networks, LLC - Organized as a national IP
network with points of presence in four major cities of
the United States. A full mesh ATM network implemented on
leased circuits connects the points of presence.
Headquartered and incorporated in Delaware.
Powerhouse Square, LLC - Organized to facilitate the renovation of
several historic buildings in North Carolina. Headquartered and
incorporated in North Carolina.
Utech Venture Capital Corporation - Organized to provide venture
capital for new technology to benefit electric utilities, augment
R&D, provide investors a window on technical developments, and
provide partnering opportunities to new start-up companies that offer
new products and services to the utility industry. Headquartered and
incorporated in Delaware.
Utility Competitive Advantage Fund, LLC - Organized to seek long-term
capital appreciation by making venture capital investments in
entrepreneurial ventures that assist utilities in retaining and
building their customer base, improving cost efficiencies, and/or
generating new revenue opportunities. Headquartered and incorporated
in Delaware.
E. Inactive Subsidiaries
CaroNet, LLC - Organized to provide fiber optic network capacity to
telecommunications carriers in North and South Carolina. Incorporated
in North Carolina.
Carolina Acquisition Corporation - Organized as a wholly-owned
subsidiary of the Company for consummation of the merger with NCNG.
Incorporated in Delaware.
2. A brief description of the properties of the Claimant and each of its
subsidiary public utility companies.
A. Carolina Power & Light Company
At December 31, 1998, the Company had a total system installed
generating capability (including North Carolina Eastern Municipal
Power Agency's (Power Agency) share) of 9,963 MW, with generating
capacity provided primarily from the installed generating facilities
listed in the table below. The remainder of the Company's generating
capacity is composed of 53 coal, hydro and combustion turbine units
ranging in size from a 2.5 MW hydro unit to a 78 MW coal-fired unit.
Pursuant to certain agreements with the Company, Power Agency has
acquired undivided ownership interests of 18.33% in Brunswick Unit
Nos. 1 and 2, 12.94% in Roxboro Unit No. 4 and 16.17% in Harris Unit
No. 1 and Mayo Unit No. 1. Of the total system installed generating
capability of 9,963 MW, 53% is coal, 32% is nuclear, 2% is hydro and
13% is fired by other fuels including No. 2 oil, natural gas and
propane.
5
<PAGE>
MAJOR INSTALLED GENERATING FACILITIES
-------------------------------------
AT DECEMBER 31, 1998
--------------------
Year Maximum
Commercial Dependable
Plant Location Unit No. Operation Primary Fuel Capacity
- ------------------------- ---------- --------- ------------ --------
Asheville 1 1964 Coal 198 MW
(Skyland, N.C.) 2 1971 Coal 194 MW
Cape Fear 5 1956 Coal 143MW
(Moncure, N.C.) 6 1958 Coal 173MW
Darlington County Plant 12 1997 Gas/Oil 120MW
(Hartsville, S.C.) 13 1997 Gas/Oil 120MW
H.F. Lee 1 1952 Coal 79MW
(Goldsboro, N.C.) 2 1951 Coal 76MW
3 1962 Coal 252MW
H.B. Robinson 1 1960 Coal 174MW
(Hartsville, S.C.) 2 1971 Nuclear 683MW
Roxboro 1 1966 Coal 385MW
(Roxboro, N.C.) 2 1968 Coal 670MW
3 1973 Coal 707MW
4 1980 Coal 700MW*
L.V. Sutton 1 1954 Coal 97MW
(Wilmington, N.C.) 2 1955 Coal 106MW
3 1972 Coal 410MW
Brunswick 1 1977 Nuclear 820MW*
(Southport, N.C.) 2 1975 Nuclear 811MW*
Mayo 1 1983 Coal 745MW*
(Roxboro, N.C.)
Harris 1 1987 Nuclear 860MW*
(New Hill, N.C.)
* Facilities are jointly owned by the Company and Power Agency,
and the capacity shown includes Power Agency's share.
6
<PAGE>
In addition to the major generating facilities above, the Company
also operates the following plants:
Plant Location
----- --------
1. Walters North Carolina
2. Marshall North Carolina
3. Tillery North Carolina
4. Blewett North Carolina
5. Weatherspoon North Carolina
6. Morehead North Carolina
The Company's sixteen power plants represent a flexible mix of
fossil, nuclear and hydroelectric resources, with a total generating
capacity (including Power Agency's share) of 9,963 MW. The Company's
strategic geographic location facilitates purchases and sales of
power with many other electric utilities, allowing the Company to
serve its customers more economically and reliably. Major industries
in the Company's service area include textiles, chemicals, metals,
paper, food, rubber and plastics, wood products, and electronic
machinery and equipment.
At December 31, 1998, the Company had 5,628 pole miles of
transmission lines including 292 miles of 500 kV lines and 2,848
miles of 230 kV lines, and distribution lines of approximately 44,033
pole miles of overhead lines and approximately 12,759 miles of
underground lines. Distribution and transmission substations in
service had a transformer capacity of approximately 34,545 kVA in
2,035 transformers. Distribution line transformers numbered 420,633
with an aggregate 17,788,000 kVA capacity.
B. North Carolina Natural Gas Corporation
North Carolina Natural Gas Corporation (NCNG) owns approximately
1,069 miles of transmission pipelines of two to 16 inches in diameter
which connect its distribution systems with the Texas-to-New York
transmission system of Transco and the southern end of Columbia Gas
Transmission Corporation's (Columbia) system. Transco delivers gas to
NCNG at various points conveniently located with respect to NCNG's
distribution area. Columbia delivers gas to one delivery point near
the North Carolina-Virginia border. Gas is distributed by NCNG
through 2,772 miles of distribution mains. These transmission
pipelines and distribution mains are located primarily on
rights-of-way held under easement, license or permit on lands owned
by others.
NCNG has a liquefied natural gas storage plant on its system to
provide additional peak day gas supply for future growth in customer
demand.
3. The following information for the 1998 calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kWh. of electric energy sold (at retail or wholesale):
CP&L: Retail: 40,049,754,088
Wholesale: 2,119,574,160
NCNG: None
7
<PAGE>
Number of Mcf. of natural gas distributed at retail:
CP&L: None
NCNG: 20,562,626
(b) Number of kWh. of electric energy sold at retail outside the State in
which each company is organized:
CP&L: 6,918,507,677
NCNG: None
Number of Mcf. of manufactured or natural gas distributed at retail
outside the State in which each company is organized:
CP&L: None
NCNG: None
(c) Number of kWh. of electric energy sold at wholesale outside the State
in which each company is organized or at the State line:
CP&L: 179,273,533
NCNG: None
Number of Mcf. of manufactured or natural gas sold at wholesale outside
the State in which each company is organized or at the State line:
CP&L: None
NCNG: None
(d) Number of kWh. of electric energy purchased outside the State in which
each such company is organized or at the State line:
CP&L: 2,804,809,000
NCNG: None
Number of Mcf. of manufactured or natural gas purchased outside the
State in which each such company is organized or at the State line:
CP&L: None
NCNG: 22,212,141
4. The following information for the reporting period with respect to claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
NONE
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
NONE
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming
8
<PAGE>
exemption; any direct or indirect guarantee of the security of the EWG
or foreign utility company by the holding company claiming exemption;
and any debt or other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
NONE
(d) Capitalization and earnings of the EWG of foreign utility company
during the reporting period.
NONE
(e) Identify any service, sale or construction contract(s) between the EWG
or foreign utility company and a system company and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
NONE
EXHIBIT A - Consolidating statement of income and surplus of Claimant and
its subsidiary companies for the calendar year 1998, together
with a consolidating balance sheet of Claimant and its subsidiary
companies as of the close of such calendar year.
EXHIBIT B - Financial Data Schedule.
EXHIBIT C - Not Applicable.
9
<PAGE>
SIGNATURES
The above-named Claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 16th day of July 1999.
CAROLINA POWER & LIGHT COMPANY
------------------------------
(Claimant)
By /s/ Glenn E. Harder
--------------------------
Glenn E. Harder
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
CORPORATE SEAL
Attest: /s/ Patricia Kornegay-Timmons
-----------------------------
Patricia Kornegay-Timmons
Assistant Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Glenn E. Harder
Executive Vice President and Chief Financial Officer
Carolina Power & Light Company
411 Fayetteville Street
Raleigh, NC 27601
10
<PAGE>
EXHIBIT A -
<TABLE>
<CAPTION>
Carolina Power & Light Company
Consolidating and Proforma Combined Income Statements & Statements of Retained Earnings
Form U-3A-2
For the Year Ended December 31, 1998
(in thousands)
NORTH
PROFORMA CAROLINA
COMBINED NATURAL CONSOLIDATED
CAROLINA POWER GAS CAROLINA POWER & ELIMINATIONS/ CAROLINA POWER &
& LIGHT COMPANY CORPORATION(a) LIGHT COMPANY ADJUSTMENTS LIGHT COMPANY (E)
---------------------------------------------------------------------------------
STATEMENT OF INCOME
Operating Revenues
<S> <C> <C> <C> <C> <C>
Electric $3,130,045 $ - $3,130,045 $ - $3,130,045
Regulated natural gas 151,952 151,952 - - -
Diversified businesses 122,402 60,778 61,624 (21,887) -
---------------------------------------------------------------------------------
Total Operating Revenues 3,404,399 212,730 3,191,669 (21,887) 3,130,045
---------------------------------------------------------------------------------
Operating Expenses
Fuel 571,419 - 571,419 - 571,419
Gas purchased for resale 78,995 78,995 - - -
Purchased power 382,547 - 382,547 - 382,547
Other operation and maintenance 670,590 28,112 642,478 - 642,478
Depreciation and amortization 498,883 11,786 487,097 - 487,097
Taxes other than on income 149,358 7,854 141,504 - 141,504
Harris Plant deferred costs, net 7,489 - 7,489 - 7,489
Diversified businesses 166,201 54,617 111,584 (21,887) -
---------------------------------------------------------------------------------
Total Operating Expenses 2,525,482 181,364 2,344,118 (21,887) 2,232,534
---------------------------------------------------------------------------------
Other Income (Expense)
Interest income 9,526 - 9,526 (10,382) 9,526
Harris Plant carrying costs 3,785 - 3,785 - 3,785
Other, net (29,586) 308 (29,894) 50,958 (58,954)
---------------------------------------------------------------------------------
Total Other Income (Expense) (16,275) 308 (16,583) 40,576 (45,643)
---------------------------------------------------------------------------------
Income Before Interest Charges and
Income Taxes 862,642 31,674 830,968 40,576 851,868
---------------------------------------------------------------------------------
Interest Charges
Long-term debt 174,908 5,007 169,901 - 169,901
Other interest charges 11,156 - 11,156 (196) 11,352
Allowance for borrowed funds
used during construction (6,821) - (6,821) - (6,821)
---------------------------------------------------------------------------------
Net Interest Charges 179,243 5,007 174,236 (196) 174,432
---------------------------------------------------------------------------------
Income Before Income Taxes 683,399 26,667 656,732 40,774 677,434
Income Taxes 267,531 10,037 257,494 - 278,196
---------------------------------------------------------------------------------
Net Income $415,868 $16,630 $399,238 $40,774 $399,238
Preferred Dividend Requirement 2,967 - 2,967 - 2,967
---------------------------------------------------------------------------------
Earnings for Common Stock $412,901 $16,630 $396,271 $40,774 $396,271
=================================================================================
STATEMENT OF RETAINED EARNINGS
Retained Earnings, Beginning of Year $1,672,942 $59,061 $1,613,881 $30,608 $1,613,881
Net Income 415,868 16,630 399,238 40,774 399,238
Cash Dividends Declared 308,530 10,108 298,422 6,802 284,818
Adjustments - - - - -
---------------------------------------------------------------------------------
Retained Earnings, End of Year $1,793,884 $65,583 $1,728,301 $78,184 $1,728,301
=================================================================================
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
STRATEGIC
INTERPATH RESOURCE
COMMUNICATIONS SOLUTIONS CAROFINANCIAL,
INC. (B) CORP. (C) INC. CAPITAN, INC. CAROFUND, INC.
---------------------------------------------------------------------------------
STATEMENT OF INCOME
Operating Revenues
<S> <C> <C> <C> <C> <C>
Electric $ - $ - $ - $ - $ -
Regulated natural gas - - - - -
Diversified businesses 37,580 45,931 - - -
---------------------------------------------------------------------------------
Total Operating Revenues 37,580 45,931 - - -
---------------------------------------------------------------------------------
Operating Expenses
Fuel - - - - -
Gas purchased for resale - - - - -
Purchased power - - - - -
Other operation and maintenance - - - - -
Depreciation and amortization - - - - -
Taxes other than on income - - - - -
Harris Plant deferred costs, net - - - - -
Diversified businesses 52,860 80,611 - - -
---------------------------------------------------------------------------------
Total Operating Expenses 52,860 80,611 - - -
---------------------------------------------------------------------------------
Other Income (Expense)
Interest income - - 10,382 - -
Harris Plant carrying costs - - - - -
Other, net (15,290) (4,586) (34) - (73)
---------------------------------------------------------------------------------
Total Other Income (Expense) (15,290) (4,586) 10,348 - (73)
---------------------------------------------------------------------------------
Income Before Interest Charges and
Income Taxes (30,570) (39,266) 10,348 - (73)
---------------------------------------------------------------------------------
Interest Charges
Long-term debt - - - - -
Other interest charges - - - - -
Allowance for borrowed funds used
during construction - - - - -
---------------------------------------------------------------------------------
Net Interest Charges - - - - -
---------------------------------------------------------------------------------
Income Before Income Taxes (30,570) (39,266) 10,348 - (73)
Income Taxes (9,944) (14,299) 3,629 - (88)
---------------------------------------------------------------------------------
Net Income $(20,626) $(24,967) $6,719 $ - $15
Preferred Dividend Requirement - - - - -
--------------------------------------------------------------------------------
Earnings for Common Stock $(20,626) $(24,967) $6,719 $ - $15
=================================================================================
STATEMENT OF RETAINED EARNINGS
Retained Earnings, Beginning of Year $(21,065) $(10,128) $1,731 $7 $(33)
Net Income (20,626) (24,967) 6,719 - 15
Cash Dividends Declared - - 6,802 - -
Adjustments - - - - -
---------------------------------------------------------------------------------
Retained Earnings, End of Year $(41,691) $(35,095) $1,648 $7 $(18)
=================================================================================
</TABLE>
2
<PAGE>
CAROHOME, LLC
(D) POWERHOUSE SQUARE, LLC
----------------------------------------
STATEMENT OF INCOME
Operating Revenues
Electric $ - $ -
Regulated natural gas - -
Diversified businesses - -
----------------------------------------
Total Operating Revenues - -
----------------------------------------
Operating Expenses
Fuel - -
Gas purchased for resale - -
Purchased power - -
Other operation and maintenance - -
Depreciation and amortization - -
Taxes other than on income - -
Harris Plant deferred costs, net - -
Diversified businesses - -
----------------------------------------
Total Operating Expenses - -
----------------------------------------
Other Income (Expense)
Interest income - -
Harris Plant carrying costs - -
Other, net (1,934) 19
----------------------------------------
Total Other Income (Expense) (1,934) 19
----------------------------------------
Income Before Interest Charges and
Income Taxes (1,934) 19
----------------------------------------
Interest Charges
Long-term debt - -
Other interest charges - -
Allowance for borrowed funds used
during construction - -
----------------------------------------
Net Interest Charges - -
----------------------------------------
Income Before Income Taxes (1,934) 19
Income Taxes - -
----------------------------------------
Net Income $(1,934) $19
Preferred Dividend Requirement - -
----------------------------------------
Earnings for Common Stock $(1,934) $19
========================================
STATEMENT OF RETAINED EARNINGS
Retained Earnings, Beginning of Year $(1,120) $ -
Net Income (1,934) 19
Cash Dividends Declared - -
Adjustments - -
----------------------------------------
Retained Earnings, End of Year $(3,054) $19
========================================
3
<PAGE>
Carolina Power & Light Company
Consolidating and Proforma Combined Balance Sheets
Form U-3A-2
As of December 31, 1998
(in thousands)
<TABLE>
<CAPTION>
NORTH
PROFORMA CAROLINA CAROLINA
COMBINED NATURAL GAS CONSOLIDATED POWER &
CAROLINA POWER CORPORATION CAROLINA POWER ELIMINATIONS/ LIGHT
& LIGHT COMPANY (A) & LIGHT COMPANY ADJUSTMENTS COMPANY
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Electric utility plant in service $10,280,638 $ - $10,280,638 $ - $10,280,638
Gas utility plant in service 326,914 326,914 - - 0
Accumulated depreciation (4,614,519) (117,887) (4,496,632) - (4,496,632)
-------------------------------------------------------------------------
Utility plant in service, net 5,993,033 209,027 5,784,006 - 5,784,006
Held for future use 11,984 - 11,984 - 11,984
Construction work in progress 331,109 24,243 306,866 - 306,866
Nuclear fuel, net of amortization 196,684 - 196,684 - 196,684
-------------------------------------------------------------------------
Total Utility Plant, net 6,532,810 233,270 6,299,540 - 6,299,540
-------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents 31,810 2,938 28,872 15,181 3,528
Accounts receivable 422,761 16,343 406,418 (8,430) 395,181
Inventory 242,096 17,395 224,701 - 224,701
Deferred fuel/gas cost 46,798 4,151 42,647 - 42,647
Prepayments 63,809 - 63,809 - 63,574
Taxes receivable 18,155 (2,845) 21,000 (4,701) 17,416
Other current assets 17,381 3,972 13,409 (1,777) 8,117
-------------------------------------------------------------------------
Total Current Assets 842,810 41,954 800,856 273 755,164
-------------------------------------------------------------------------
DEFERRED DEBITS AND OTHER ASSETS
Income taxes recoverable through future
rates 275,921 (1,973) 277,894 - 277,894
Abandonment costs 16,083 - 16,083 - 16,083
Harris Plant deferred costs 60,021 - 60,021 - 60,021
Unamortized debt expense 27,010 - 27,010 - 27,010
Nuclear decommissioning trust funds 310,702 - 310,702 - 310,702
Miscellaneous other property and investments 300,003 5,325 294,678 (359,156) 369,246
Other assets and deferred debits 264,106 3,484 260,622 (6,002) 199,016
-------------------------------------------------------------------------
Total Deferred Debits and Other Assets 1,253,846 6,836 1,247,010 (365,158) 1,259,972
-------------------------------------------------------------------------
TOTAL ASSETS $8,629,466 $282,060 $8,347,406 $(364,885) $8,314,676
=========================================================================
CAPITALIZATION
Common stock equity $3,075,495 $126,190 $2,949,305 $(369,521) $2,957,372
Preferred stock- redemption not required 59,376 - 59,376 - 59,376
Long-term debt, net 2,673,414 59,000 2,614,414 - 2,614,414
-------------------------------------------------------------------------
Total Capitalization 5,808,285 185,190 5,623,095 (369,521) 5,631,162
-------------------------------------------------------------------------
CURRENT LIABILITIES
Current portion of long-term debt 55,172 2,000 53,172 - 53,172
Notes Payable 36,000 36,000 - - -
Accounts payable 279,379 14,216 265,163 (889) 256,687
Interest accrued 40,791 850 39,941 (95) 39,941
Dividends declared 74,400 - 74,400 - 74,400
Other current liabilities 119,736 10,912 108,824 (5,368) 95,065
-------------------------------------------------------------------------
Total Current Liabilities 605,478 63,978 541,500 (6,352) 519,265
-------------------------------------------------------------------------
0
DEFERRED CREDITS AND OTHER LIABILITIES 0
Accumulated deferred income taxes 1,702,418 23,494 1,678,924 765 1,682,831
Accumulated deferred investment tax credits 214,100 2,278 211,822 - 211,822
Other liabilities and deferred credits 299,185 7,120 292,065 10,223 269,596
-------------------------------------------------------------------------
Total Deferred Credits and Other Liabilities 2,215,703 32,892 2,182,811 10,988 2,164,249
-------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $8,629,466 $282,060 $8,347,406 $(364,885) $8,314,676
=========================================================================
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
STRATEGIC
INTERPATH RESOURCE
COMMUNICATIONS, SOLUTIONS CAROFINANCIAL, CAPITAN,
INC. (B) CORP. (C) INC. INC. CAROFUND, INC.
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Electric utility plant in service $ - $ - $ - $ - $ -
Gas utility plant in service - - - - -
Accumulated depreciation - - - - -
-------------------------------------------------------------------------
Utility plant in service, net - - - - -
Held for future use
Construction work in progress - - - - -
Nuclear fuel, net of amortization - - - - -
-------------------------------------------------------------------------
Total Utility Plant, net - - - - -
-------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents 7,473 892 21 6 81
Accounts receivable 5,131 14,536 - - -
Inventory - - - - -
Deferred fuel/gas cost - - - - -
Prepayments - 235 - - -
Taxes receivable 3,472 4,753 (15) - 75
Other current assets 1,825 3,430 1,683 - 17
-------------------------------------------------------------------------
Total Current Assets 17,901 23,846 1,689 6 173
-------------------------------------------------------------------------
DEFERRED DEBITS AND OTHER ASSETS
Income taxes recoverable through future
rates - - - - -
Abandonment costs - - - - -
Harris Plant deferred costs - - - - -
Unamortized debt expense - - - - -
Nuclear decommissioning trust funds - - - - -
Miscellaneous other property and investments 66,325 6,144 168,274 67 488
Other assets and deferred debits 24,242 42,945 - - 1
-------------------------------------------------------------------------
Total Deferred Debits and Other Assets 90,567 49,089 168,274 67 489
-------------------------------------------------------------------------
TOTAL ASSETS $108,468 $72,935 $169,963 $73 $662
=========================================================================
CAPITALIZATION
Common stock equity $88,735 $62,847 $169,963 $73 $662
Preferred stock- redemption not required - - - - -
Long-term debt, net - - - - -
-------------------------------------------------------------------------
Total Capitalization 88,735 62,847 169,963 73 662
-------------------------------------------------------------------------
CURRENT LIABILITIES
Current portion of long-term debt - - - - -
Notes Payable - - - - -
Accounts payable 6,096 3,040 - - -
Interest accrued - 95 - - -
Dividends declared - - - - -
Other current liabilities 11,267 7,746 - - -
-------------------------------------------------------------------------
Total Current Liabilities 17,363 10,881 - - -
-------------------------------------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes 710 (5,382) - - -
Accumulated deferred investment tax credits - - - - -
Other liabilities and deferred credits 1,660 4,589 - - -
-------------------------------------------------------------------------
Total Deferred Credits and Other
Liabilities 2,370 (793) - - -
-------------------------------------------------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $108,468 $72,935 $169,963 $73 $662
=========================================================================
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
POWERHOUSE SQUARE,
CAROHOME, LLC (D) LLC
-----------------------------------
ASSETS
<S> <C> <C>
Electric utility plant in service $ - $ -
Gas utility plant in service - -
Accumulated depreciation - -
-----------------------------------
Utility plant in service, net - -
Held for future use
Construction work in progress - -
Nuclear fuel, net of amortization - -
-----------------------------------
Total Utility Plant, net - -
-----------------------------------
CURRENT ASSETS
Cash and cash equivalents 1,616 74
Accounts receivable - -
Inventory - -
Deferred fuel/gas cost - -
Prepayments - -
Taxes receivable - -
Other current assets - 114
-----------------------------------
Total Current Assets 1,616 188
-----------------------------------
DEFERRED DEBITS AND OTHER ASSETS
Income taxes recoverable through future
rates - -
Abandonment costs - -
Harris Plant deferred costs - -
Unamortized debt expense - -
Nuclear decommissioning trust funds - -
Miscellaneous other property and investments 35,706 7,584
Other assets and deferred debits 420 -
-----------------------------------
Total Deferred Debits and Other Assets 36,126 7,584
-----------------------------------
TOTAL ASSETS $37,742 $7,772
===================================
CAPITALIZATION
Common stock equity $37,742 $1,432
Preferred stock- redemption not required - -
Long-term debt, net - -
-----------------------------------
Total Capitalization 37,742 1,432
-----------------------------------
CURRENT LIABILITIES
Current portion of long-term debt - -
Notes Payable - -
Accounts payable - 229
Interest accrued - -
Dividends declared - -
Other current liabilities - 114
-----------------------------------
Total Current Liabilities - 343
-----------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Accumulated deferred income taxes - -
Accumulated deferred investment tax credits - -
Other liabilities and deferred credits - 5,997
-----------------------------------
Total Deferred Credits and Other
Liabilities - 5,997
-----------------------------------
TOTAL CAPITALIZATION AND LIABILITIES $37,742 $7,772
===================================
</TABLE>
6
<PAGE>
(a) NCNG Pineneedle Investment Corporation, NCNG Cardinal Pipeline Investment
Corporation, NCNG Energy Corporation and Cape Fear Energy Corporation are
accounted for in North Carolina Natural Gas Corporation.
(b) CFN FiberNet, LLC, and Autonomous Networks, LP are accounted for in
Interpath Communications, Incorporated.
(c) Strategic Resource Solutions Engineering Corporation, Applied Computer
Technology Corporation, ACT Controls, Incorporated, Diversified Control
Systems, Incorporated and Spectrum Controls, Incorporated are accounted for
in Strategic Resource Solutions Corp.
(d) Includes all of the affordable housing investments held by CaroHome LLC.
(e) Better Homes for Garner LP, Capital City Low Income Housing LP, Absolut
Limited Partnership, Walnut Street LP, WNC Institutional Tax Credit fund,
LP, Utech Venture Capital Corporation and Utility Competitive Advantage
Fund, LLC are accounted for in Carolina Power & Light Company.
7
<TABLE> <S> <C>
<ARTICLE> UT
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 0
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 8,347,406
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0
<TOT-CAPITALIZATION-AND-LIAB> 0
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> 0
<OTHER-OPERATING-EXPENSES> 0
<TOTAL-OPERATING-EXPENSES> 3,191,669
<OPERATING-INCOME-LOSS> 0
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 0
<TOTAL-INTEREST-EXPENSE> 0
<NET-INCOME> 399,238
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
EXHIBIT C - Not applicable
</FN>
</TABLE>
