UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the plan year ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from___________ to__________.
Commission file number 2-96881
-------
STOCK PURCHASE SAVINGS PLAN
OF
CAROLINA POWER & LIGHT COMPANY
------------------------------
Full title plan and the address of the
plan, if different from that of the issuer named below
CAROLINA POWER & LIGHT COMPANY
(a North Carolina corporation)
411 Fayetteville Street, Raleigh, North Carolina 27601-1748
-----------------------------------------------------------
Name of issuer of the securities held pursuant to the
plan and address of its principal executive office
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report ..........................................................................3
Statement of Net Assets Available for Benefits, December 31, 1999......................................4
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999..............................................................5
Statement of Net Assets Available for Benefits, December 31, 1998......................................6
Statement of Changes in Net Assets Available for Benefits
For the Period Ended December 31, 1998............................................................7
Notes to Financial Statements.......................................................................8-13
Schedule G Part I - Schedule of Loans in Default
as of December 31, 1999..........................................................................14
Schedule G Part III - Schedule of Nonexempt Transactions
For the Year Ended December 31, 1999.............................................................15
Schedule H Line 4i - Schedule of Assets Held for
Investment Purposes as of December 31, 1999......................................................16
Schedule H Line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 1999.............................................................17
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
INDEPENDENT AUDITORS' REPORT
Stock Purchase-Savings Plan of
Carolina Power & Light Company
We have audited the accompanying statements of net assets available for benefits
of the Stock Purchase-Savings Plan of Carolina Power & Light Company as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, information regarding the Plan's net assets available for benefits at
December 31, 1999 and 1998, and the changes therein for the year then ended and
its financial status as of December 31, 1999, and the changes therein for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment as of December 31, 1999, (2) loans in default as of December
31, 1999, (3) transactions in excess of five percent of the current value of
plan assets for the year ended December 31, 1999, and (4) nonexempt transactions
for the year ended December 31, 1999, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental information by fund in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for the purpose of
additional analysis rather than to present the net assets available for benefits
and changes in net assets available for benefits of the individual funds. The
supplemental schedules and supplemental information by fund is the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
\s\ DELOITTE & TOUCHE LLP
Raleigh, North Carolina
June 23, 2000
3
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Statement of Net Assets Available for Benefits
December 31, 1999
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------
PARTICIPANTS' EQUITY
--------------------
ESOP EQUITY
UNALLOCATED PARTICIPANTS'
TOTAL PLAN TO PARTICIPANTS LOANS
-------------------- ------------------------- ---------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ 600,163,795 $ 193,745,767 $ -
Putnam New Opportunities Fund 34,912,650 - -
EuroPacific Growth Fund 14,906,890 - -
Fidelity Equity - Income Fund 88,872,466 - -
Fidelity Balanced Fund 13,020,666 - -
Fixed Income Fund 17,503,177 - -
Participants' Loans Receivable 20,592,584 - 20,592,584
-------------------- ------------------------- ---------------------
Total Investments 789,972,228 193,745,767 20,592,584
Dividends/Capital Gains/Interest Receivable 10,154,722 3,278,162 -
Contributions Receivable 7,711,673 - -
Cash and Cash Equivalents 5,607,033 207 112,197
-------------------- ------------------------- ---------------------
Total Assets 813,445,656 197,024,136 20,704,781
-------------------- ------------------------- ---------------------
LIABILITIES
ESOP Loan Payable 158,283,229 158,283,229 -
Participants' Loans Payable 20,704,781 - 20,704,781
Interest Payable - ESOP Loan 1,582,833 1,582,833 -
-------------------- ------------------------- ---------------------
Total Liabilities 180,570,843 159,866,062 20,704,781
-------------------- ------------------------- ---------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 632,874,813 $ 37,158,074 $ -
===================== ========================= =====================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------
PARTICIPANTS' EQUITY
--------------------------------------------------------------------------
CAROLINA POWER PUTNAM NEW EUROPACIFIC
& LIGHT COMPANY OPPORTUNITIES GROWTH
COMMON STOCK FUND FUND
------------------------- ------------------------- ---------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ 406,418,028 $ - $ -
Putnam New Opportunities Fund - 34,912,650 -
EuroPacific Growth Fund - - 14,906,890
Fidelity Equity - Income Fund - - -
Fidelity Balanced Fund - - -
Fixed Income Fund - - -
Participants' Loans Receivable - - -
------------------------- ------------------------- -----------------------
Total Investments 406,418,028 34,912,650 14,906,890
Dividends/Capital Gains/Interest Receivable 6,876,560 - -
Contributions Receivable 7,711,673 - -
Cash and Cash Equivalents 5,494,629 - -
------------------------- ------------------------- -----------------------
Total Assets 426,500,890 34,912,650 14,906,890
------------------------- ------------------------- -----------------------
LIABILITIES
ESOP Loan Payable - - -
Participants' Loans Payable - - -
Interest Payable - ESOP Loan - - -
------------------------- ------------------------- -----------------------
Total Liabilities - - -
------------------------- ------------------------- -----------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 426,500,890 $ 34,912,650 $ 14,906,890
========================= ========================= =======================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------------------------------
PARTICIPANTS' EQUITY
--------------------------------------------------------------------------
FIDELITY FIDELITY FIXED
EQUITY- BALANCED INCOME
INCOME FUND FUND FUND
------------------------- ------------------------- ------------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ - $ - $ -
Putnam New Opportunities Fund - - -
EuroPacific Growth Fund - - -
Fidelity Equity - Income Fund 88,872,466 - -
Fidelity Balanced Fund - 13,020,666 -
Fixed Income Fund - - 17,503,177
Participants' Loans Receivable - - -
------------------------ ------------------------- ------------------------
Total Investments 88,872,466 13,020,666 17,503,177
Dividends/Capital Gains/Interest Receivable - - -
Contributions Receivable - - -
Cash and Cash Equivalents - - -
------------------------ ------------------------- ------------------------
Total Assets 88,872,466 13,020,666 17,503,177
------------------------ ------------------------- ------------------------
LIABILITIES
ESOP Loan Payable - - -
Participants' Loans Payable - - -
Interest Payable - ESOP Loan - - -
------------------------ ------------------------- ------------------------
Total Liabilities - - -
------------------------ ------------------------- ------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 88,872,466 $ 13,020,666 $ 17,503,177
======================== ========================= ========================
See Notes to Financial Statements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------
PARTICIPANTS' EQUITY
---------------------
ESOP EQUITY
UNALLOCATED PARTICIPANTS'
TOTAL PLAN TO PARTICIPANTS LOANS
--------------------- ------------------------ --------------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 53,598,920 $ 13,087,899 $ -
Net Apppreciation (Depreciation) in Fair Value (309,692,859) (110,220,765) -
Interest 2,100,373 - 1,761,374
Contributions:
Employer 28,950,879 6,578,951 -
Participants 27,697,357 - -
-------------------- ------------------------- ---------------------
Total Additions to Net Assets (197,345,330) (90,553,915) 1,761,374
-------------------- ------------------------- ---------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense 11,026,734 9,774,531 1,252,203
Allocation of Shares 23,287,834 23,287,834 -
Distribution of Benefits 59,755,414 - -
Administrative Expense 569,904 - 509,171
-------------------- ------------------------- ---------------------
Total Deductions from Net Assets 94,639,886 33,062,365 1,761,374
-------------------- ------------------------- ---------------------
NET INCREASE (DECREASE) IN NET ASSETS (291,985,216) (123,616,280) -
NET TRANSFERS AMONG INVESTMENT
OPTIONS - - -
NET ASSETS - DECEMBER 31, 1998 924,860,029 160,774,354 -
-------------------- ------------------------- ---------------------
NET ASSETS - DECEMBER 31, 1999 $ 632,874,813 $ 37,158,074 $ -
==================== ========================= =====================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------
PARTICIPANTS' EQUITY
----------------------------------------------------------------------
CAROLINA POWER PUTNAM NEW EUROPACIFIC
& LIGHT COMPANY OPPORTUNITIES GROWTH
COMMON STOCK FUND FUND
-------------------------- ------------------------ ---------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 26,260,144 $ 2,528,618 $ 550,198
Net Apppreciation (Depreciation) in Fair Value (212,358,497) 11,311,153 4,410,077
Interest 338,999 - -
Contributions:
Employer 22,371,928 - -
Participants 14,496,426 2,942,705 1,178,967
------------------- ------------------------ ---------------------
Total Additions to Net Assets (148,891,000) 16,782,476 6,139,242
------------------- ------------------------ ---------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense - - -
Allocation of Shares - - -
Distribution of Benefits 48,602,471 1,297,817 608,779
Administrative Expense 9,484 - -
------------------- ------------------------ ---------------------
Total Deductions from Net Assets 48,611,955 1,297,817 608,779
------------------- ------------------------ ---------------------
NET INCREASE (DECREASE) IN NET ASSETS (197,502,955) 15,484,659 5,530,463
NET TRANSFERS AMONG INVESTMENT
OPTIONS 6,747,794 2,733,266 1,387,760
NET ASSETS - DECEMBER 31, 1998 617,256,051 16,694,725 7,988,667
------------------- ------------------------ ---------------------
NET ASSETS - DECEMBER 31, 1999 $ 426,500,890 $ 34,912,650 $ 14,906,890
=================== ======================== =====================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------
PARTICIPANTS' EQUITY
----------------------------------------------------------------------
FIDELITY FIDELITY FIXED
EQUITY- BALANCED INCOME
INCOME FUND FUND FUND
------------------------- ----------------- ----------------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 9,299,262 $ 1,872,799 $ -
Net Apppreciation (Depreciation) in Fair Value (3,010,621) (864,840) 1,040,634
Interest - - -
Contributions:
Employer - - -
Participants 6,587,981 1,517,278 974,000
--------------- ------------------------ ----------------------
Total Additions to Net Assets 12,876,622 2,525,237 2,014,634
--------------- ------------------------ ----------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense - - -
Allocation of Shares - - -
Distribution of Benefits 7,113,504 896,767 1,236,076
Administrative Expense - - 51,249
--------------- ------------------------ ----------------------
Total Deductions from Net Assets 7,113,504 896,767 1,287,325
--------------- ------------------------ ----------------------
NET INCREASE (DECREASE) IN NET ASSETS 5,763,118 1,628,470 727,309
NET TRANSFERS AMONG INVESTMENT
OPTIONS (10,567,241) 165,595 (467,174)
NET ASSETS - DECEMBER 31, 1998 93,676,589 11,226,601 17,243,042
--------------- ------------------------ ----------------------
NET ASSETS - DECEMBER 31, 1999 $ 88,872,466 $ 13,020,666 $ 17,503,177
=============== ======================== ======================
See Notes to Financial Statements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Statement of Net Assets Available for Benefits
December 31, 1998
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
---------------------------------------------
PARTICIPANTS' EQUITY
---------------------
ESOP EQUITY
UNALLOCATED PARTICIPANTS'
TOTAL PLAN TO PARTICIPANTS LOANS
------------------------- ------------------------- ---------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ 911,584,248 $ 327,254,365 $ -
Putnam New Opportunities Fund 16,694,725 - -
EuroPacific Growth Fund 7,988,667 - -
Fidelity Equity - Income Fund 93,676,589 - -
Fidelity Balanced Fund 11,226,601 - -
Fixed Income Fund 17,243,042 - -
Participants' Loans Receivable 21,309,019 - 21,309,019
------------------------- ------------------------- ---------------------
Total Investments 1,079,722,891 327,254,365 21,309,019
Dividends/Capital Gains/Interest Receivable 9,684,826 3,476,806 -
Contributions Receivable 8,001,332 - -
Cash and Cash Equivalents 19,149,302 7 432,479
------------------------- ------------------------- ---------------------
Total Assets 1,116,558,351 330,731,178 21,741,498
------------------------- ------------------------- ---------------------
LIABILITIES
ESOP Loan Payable 168,274,083 168,274,083 -
Participants' Loans Payable 21,741,498 - 21,741,498
Interest Payable - ESOP Loan 1,682,741 1,682,741 -
------------------------- ------------------------- ---------------------
Total Liabilities 191,698,322 169,956,824 21,741,498
------------------------- ------------------------- ---------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 924,860,029 $ 160,774,354 $ -
========================= ========================= =====================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------
PARTICIPANTS' EQUITY
---------------------------------------------------------------------
CAROLINA POWER PUTNAM NEW EUROPACIFIC
& LIGHT COMPANY OPPORTUNITIES GROWTH
COMMON STOCK FUND FUND
------------------------- ------------------------- ---------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ 584,329,883 $ - $ -
Putnam New Opportunities Fund - 16,694,725 -
EuroPacific Growth Fund - - 7,988,667
Fidelity Equity - Income Fund - - -
Fidelity Balanced Fund - - -
Fixed Income Fund - - -
Participants' Loans Receivable - - -
-------------------- ------------------------- --------------------------
Total Investments 584,329,883 16,694,725 7,988,667
Dividends/Capital Gains/Interest Receivable 6,208,020 - -
Contributions Receivable 8,001,332 - -
Cash and Cash Equivalents 18,716,816 - -
-------------------- ------------------------- --------------------------
Total Assets 617,256,051 16,694,725 7,988,667
-------------------- ------------------------- --------------------------
LIABILITIES
ESOP Loan Payable - - -
Participants' Loans Payable - - -
Interest Payable - ESOP Loan - - -
-------------------- ------------------------- --------------------------
Total Liabilities - - -
-------------------- ------------------------- --------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 617,256,051 $ 16,694,725 $ 7,988,667
==================== ========================= ==========================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
-----------------------------------------------------------------------
PARTICIPANTS' EQUITY
---------------------------------------------------------------------
FIDELITY FIDELITY FIXED
EQUITY- BALANCED INCOME
INCOME FUND FUND FUND
------------------------- ------------------------- ---------------------
ASSETS
<S> <C> <C> <C>
Investments:
Carolina Power & Light Company
Common Stock $ - $ - $ -
Putnam New Opportunities Fund - - -
EuroPacific Growth Fund - - -
Fidelity Equity - Income Fund 93,676,589 - -
Fidelity Balanced Fund - 11,226,601 -
Fixed Income Fund - - 17,243,042
Participants' Loans Receivable - - -
-------------------- ------------------------- ------------------------
Total Investments 93,676,589 11,226,601 17,243,042
Dividends/Capital Gains/Interest Receivable - - -
Contributions Receivable - - -
Cash and Cash Equivalents - - -
-------------------- ------------------------- ------------------------
Total Assets 93,676,589 11,226,601 17,243,042
-------------------- ------------------------- ------------------------
LIABILITIES
ESOP Loan Payable - - -
Participants' Loans Payable - - -
Interest Payable - ESOP Loan - - -
-------------------- ------------------------- ------------------------
Total Liabilities - - -
-------------------- ------------------------- ------------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 93,676,589 $ 11,226,601 $ 17,243,042
==================== ========================= ========================
See Notes to Financial Statements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
--------------------------------------------------
PARTICIPANTS' EQUITY
--------------------
ESOP EQUITY
UNALLOCATED PARTICIPANTS'
TOTAL PLAN TO PARTICIPANTS LOANS
------------------------- ------------------------- ----------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 45,790,000 $ 13,974,047 $ -
Net Apppreciation in Fair Value 101,583,188 32,794,049 -
Interest 2,921,798 - 1,902,264
Contributions:
Employer 22,246,450 5,561,911 -
Participants 27,540,722 - -
------------------ ------------------------- ----------------------
Total Additions to Net Assets 200,082,158 52,330,007 1,902,264
------------------ ------------------------- ----------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense 11,827,059 10,357,936 1,469,123
Allocation of Shares 24,763,719 24,763,719 -
Distribution of Benefits 73,739,535 - -
Administrative Expense 433,141 - 433,141
------------------ ------------------------- ----------------------
Total Deductions from Net Assets 110,763,454 35,121,655 1,902,264
------------------ ------------------------- ----------------------
NET INCREASE IN NET ASSETS 89,318,704 17,208,352 -
NET TRANSFERS AMONG INVESTMENT
OPTIONS - - -
NET ASSETS - DECEMBER 31, 1997 835,541,325 143,566,002 -
------------------ ------------------------- ----------------------
NET ASSETS - DECEMBER 31, 1998 $ 924,860,029 $ 160,774,354 $ -
================== ========================= ======================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------
PARTICIPANTS' EQUITY
----------------------------------------------------------------------
CAROLINA POWER PUTNAM NEW EUROPACIFIC
& LIGHT COMPANY OPPORTUNITIES GROWTH
COMMON STOCK FUND FUND
------------------------- ------------------------ ------------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 24,706,654 $ 514,168 $ 428,397
Net Apppreciation in Fair Value 60,096,287 2,410,047 604,617
Interest - - -
Contributions:
Employer 16,684,539 - -
Participants 14,306,550 2,315,817 1,117,756
------------------ ------------------------ ------------------------
Total Additions to Net Assets 115,794,030 5,240,032 2,150,770
------------------ ------------------------ ------------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense - - -
Allocation of Shares - - -
Distribution of Benefits 65,015,627 591,699 327,628
Administrative Expense - - -
------------------ ------------------------ ------------------------
Total Deductions from Net Assets 65,015,627 591,699 327,628
------------------ ------------------------ ------------------------
NET INCREASE IN NET ASSETS 50,778,403 4,648,333 1,823,142
NET TRANSFERS AMONG INVESTMENT
OPTIONS (6,663,884) 3,454,157 (259,922)
NET ASSETS - DECEMBER 31, 1997 573,141,532 8,592,235 6,425,447
------------------ ------------------------ ------------------------
NET ASSETS - DECEMBER 31, 1998 $ 617,256,051 $ 16,694,725 $ 7,988,667
================== ======================== ========================
<CAPTION>
SUPPLEMENTAL INFORMATION BY FUND
----------------------------------------------------------------------
PARTICIPANTS' EQUITY
----------------------------------------------------------------------
FIDELITY FIDELITY FIXED
EQUITY- BALANCED INCOME
INCOME FUND FUND FUND
------------------------- ------------------------ --------------------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C>
Investment Income:
Dividends/Capital Gains $ 5,158,407 $ 1,008,327 $ -
Net Apppreciation in Fair Value 4,952,482 725,706 -
Interest - - 1,019,534
Contributions:
Employer - - -
Participants 7,314,885 1,519,593 966,121
------------------- ------------------------ ----------------------
Total Additions to Net Assets 17,425,774 3,253,626 1,985,655
------------------- ------------------------ ----------------------
DEDUCTIONS FROM NET ASSETS
Interest Expense - - -
Allocation of Shares - - -
Distribution of Benefits 5,739,424 661,525 1,403,632
Administrative Expense - - -
------------------- ------------------------ ----------------------
Total Deductions from Net Assets 5,739,424 661,525 1,403,632
------------------- ------------------------ ----------------------
NET INCREASE IN NET ASSETS 11,686,350 2,592,101 582,023
NET TRANSFERS AMONG INVESTMENT
OPTIONS 2,812,201 1,214,195 (556,747)
NET ASSETS - DECEMBER 31, 1997 79,178,038 7,420,305 17,217,766
------------------- ------------------------ ----------------------
NET ASSETS - DECEMBER 31, 1998 $ 93,676,589 $ 11,226,601 $ 17,243,042
=================== ======================== ======================
See Notes to Financial Statements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Notes to Financial Statements
Periods Ended December 31, 1999 and 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Stock Purchase-Savings Plan's (the "Plan") investments in the common stock
of Carolina Power & Light Company (the "Company"), the Putnam New Opportunities
Fund, the EuroPacific Growth Fund, the Fidelity Equity-Income Fund and the
Fidelity Balanced Fund are carried at fair value determined by quoted prices in
an active market. The investment in the Fixed Income Fund is carried at cost
plus accrued appreciation (depreciation) which approximates fair value.
Participants' loan receivables are valued at cost which approximates fair value.
The Plan's investment options are described in Note 3.
Dividends, interest and other income are accrued as earned, and expenses are
accrued as incurred. Benefits are recorded when paid.
The expenses incurred by Wachovia Bank of North Carolina, N.A. (the "Trustee" -
see Note 5) and ADP, Inc., the third-party administrator, in the administration
of the Plan may be paid from assets of the Plan to the extent not paid by the
Company.
Cash and cash equivalents include funds invested in Wachovia Bank's Short Term
Investment Fund (STIF) which is a money market fund (see Note 4).
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could differ
from those estimates.
In order to upgrade the computer system to accept the enhanced Plan features and
to link the Company's, the Third Party Administrator's and the Trustee's
computer systems, a transaction moratorium, which limited access to account
transactions, was in place from September 20, 1998 to January 3, 1999.
2. DESCRIPTION OF THE PLAN
General Information Regarding the Plan
--------------------------------------
The purposes of the Plan are to encourage systematic savings by employees and to
provide employees with a convenient method of acquiring an equity interest in
the Company and other investments. The notes which follow provide a high level
summary of Plan features. The Summary Plan Description and Prospectus for the
Plan should be consulted for Plan details and limitations.
Participation in the Plan
-------------------------
Generally, all full-time employees of the Company who are at least 18 years of
age are eligible to participate in the Plan on their first day of employment.
Certain part-time employees are also eligible. Only persons treated as employees
of the Company for federal tax purposes may participate in the Plan. Independent
contractors, leased employees and employees of Company non-participating
subsidiaries are not eligible (see Note 5). If employees wish to participate in
the Plan, they must elect to do so and must specify their level of savings and
how their savings should be allocated among the Plan's investment alternatives.
Retired participants and former Company employees who now work for Company
non-participating subsidiaries may retain investments in the Plan but may not
continue to make contributions to the Plan.
8
<PAGE>
Employee Contributions Under the Plan
-------------------------------------
Employees who have eligible earnings equal to or less than a certain level
($80,000 for 1999 and 1998) may contribute 2%, 4%, 6%, 8%, 10%, 12% or 14% (see
Note 5) of their before-tax eligible earnings (the "Deferred Contribution").
Effective May 1, 1998, the maximum contribution was increased to 16%. Employees
with earnings above this level may contribute 2%, 4%, 6%, 8%, 10% or 12% of
their before-tax eligible earnings. These contributions reduce, in like amount,
the employee's earnings subject to income tax for that year. An employee's total
before-tax contributions were limited to $10,000 for 1999 and 1998.
Participating employees may also elect to contribute an additional amount on an
after-tax basis. Employees who have eligible earnings equal to or less than a
specified level ($80,000 for 1999 and 1998) may elect to contribute an
additional after-tax amount equal to 2%, 4%, 6%, 8%, 10%, 12% or 14% of their
pay (effective May 1, 1998, a maximum of 16%). Employees with earnings above
this level may contribute an additional amount equal to 2%, 4%, 6%, 8%, 10% or
12% of their pay. These additional contributions are made after-tax and are not
matched by the Company. In no event may the before-tax contributions plus the
after-tax contributions exceed a total of 16%.
Company Contributions Under the Plan
------------------------------------
At the time employee contributions are made, the Company's matching allocations
are made to the Plan in an amount (the "Automatic SPSP Company-match") equal to
50% of the first 6% of each employee's before-tax contributions. All Company
matching allocations and any earnings on securities purchased with these
allocations are invested in common stock of the Company.
The Plan also has an incentive feature (the "Employee Stock Incentive Plan
Match") which provides for additional Company matching allocations to be made to
the Plan on behalf of each eligible employee when at least five out of ten of
the Company and business unit strategic goals set by senior management are met.
All employees eligible to participate in the Plan are eligible for these
additional Company matching allocations. Those eligible employees who do not
contribute to the Plan are, for the purpose of determining the additional
Company matching allocations, assumed to have made a before-tax contribution of
2% to the Plan. The Company made Employee Stock Incentive Plan Matching
allocations of $7.7 million for the Plan year ended December 31, 1999 and $8.0
million for the Plan year ended December 31, 1998.
Employees are 100 percent vested in the contributions they have made to the Plan
and 100 percent vested in the investment earnings credited on such
contributions. Upon attaining five years of service with the Company, employees
are 100 percent vested in all Company matches that have been made to their
accounts. Employees with less than five years of service will be vested in the
Automatic SPSP Company-match and the Employee Stock Incentive Plan Match at the
end of the second Plan year after the year in which the matching allocations and
the additional matching allocations were allocated to the employee's account.
Employee Stock Ownership Plan
-----------------------------
In 1989, the Plan was restated as an Employee Stock Ownership Plan, which allows
the Plan to enter into acquisition loans ("ESOP Loans") for the purpose of
acquiring Company common stock. Common stock acquired with the proceeds of an
ESOP Loan is held by the Trustee in a suspense account ("ESOP Stock Suspense
Account"). Such common stock is released from the ESOP Stock Suspense Account
and made available for allocation to the accounts of participants as the ESOP
Loan is repaid as specified by provisions of the Internal Revenue Code.
ESOP Loan payments are made quarterly and may be funded by dividends on stock
held in the ESOP Stock Suspense Account, dividends on Company stock held in the
CP&L Common Stock Fund, Company contributions or the proceeds of stock sold from
the ESOP Stock Suspense Account.
9
<PAGE>
In October 1989, the Trustee purchased 13,636,362 shares of common stock (as
restated for the two-for-one stock split in February 1993) from the Company for
an aggregate purchase price of approximately $300 million. The purchase was
financed with a long-term ESOP Loan from the Company, bearing a 6% interest
rate. Prepayment of the loan without a penalty is allowed. Excluding the effects
of any future prepayments, required payments, including interest, are
$19,865,293 for each of the years 2000 through 2004 and a total of $117,572,824
from 2005 through 2010. The ESOP Loan is secured by the ESOP Stock Suspense
Account shares in the Plan, which totaled 6,365,364 shares at December 31, 1999.
During the 1999 Plan year, 588,248 ESOP shares were released from the ESOP Stock
Suspense Account and allocated to participants.
Investment of Funds
-------------------
At the election of the participating employee, contributions made by the
employee and any earnings on the securities purchased with these contributions
are invested in the investment options described in Note 3. Employee
contributions to the Plan can be allocated to one or more of the investment
options in increments of 5% (see Note 5); however, a minimum of 25% of the first
6% of Deferred Contributions must be invested in Company common stock. This
election is made at the time the employee begins to participate in the Plan. The
election may be changed upon request and is generally effective by the following
pay period. A participant may transfer current fund balances among the Plan
options subject to certain limitations. All Company matching allocations and any
dividends on stock purchased with Company matching allocations will be invested
in common stock of the Company.
For employees age 55 and older who have participated in the Plan for at least 10
years, the Company offers diversification of a portion of a participant's
accumulated investment in Company common stock acquired after 1986. Qualified
participants can elect annually, for a maximum of six years, to transfer to one
or more of the remaining investment options up to 25% (50% in the final year of
election) of 1) Company common stock acquired by the participant, 2) Company
matching allocations and 3) dividends on Company common stock accrued after
1986. At retirement, all contributions made by the participant in Company common
stock may be diversified.
Retirement, Death, or Termination of Employment
-----------------------------------------------
Participants with five or more years of service with the Company are vested with
respect to all Company matching allocations. Generally, participants leaving the
employ of the Company with less than five years of service forfeit non-vested
Company matching allocations. In the case of an employee's death, retirement or
termination of employment with at least five years of service with the Company,
all employee and Company matching allocations, including those otherwise
non-vested, become payable upon request by the employee, the employee's estate
or other appropriate recipients. Forfeited matching allocations are used by the
Plan to reduce future matching allocations otherwise required from the Company.
These forfeited matching allocations were approximately $281,000 in 1999 and
$336,000 in 1998. As of December 31, 1999, $930,280 had been approved for
payment to withdrawing participants, but had not been paid as of that date.
Withdrawals
-----------
Participants may withdraw certain funds while employed at the Company. Such
withdrawals will be applied to the participant's account based on the fund
withdrawal hierarchy prescribed by the Plan (participants cannot direct that the
withdrawal be applied to a specific fund). In general, withdrawals of before-tax
contributions - whether the contributions were from the employee or from the
Company - and their earnings are not permitted. However, under certain specified
circumstances, the IRS will allow limited withdrawals of before-tax
contributions. Financial hardship withdrawals are permitted when an employee has
a substantiated "immediate and heavy" financial need. Once reaching age 59 1/2,
employees may make a non-hardship withdrawal of before-tax contributions without
having to meet the hardship requirements.
10
<PAGE>
Loans
-----
Participants are allowed to borrow against their accounts while continuing to
defer taxes on the amount of the loan. The tax deferral is preserved as long as
the principal and interest on the loan are repaid as due. The minimum loan
available is $1,000. The maximum is 50 percent of the participant's account
balance or $50,000, whichever is smaller. Loans are available in increments of
$100 only. The interest rate for loans is determined periodically by the Plan's
Committee, and is set at a reasonable amount in accordance with IRS regulations.
Interest rates ranged from 8.25% to 8.75% during 1999. Principal and interest
are paid ratably through monthly payroll deductions. Loans from the Plan must be
repaid within five years or when employment is terminated at CP&L, whichever
happens first. At December 31, 1999 and 1998, there were approximately $20.6
million and $21.3 million, respectively, of receivables for loans to
participants. The loans are funded with a borrowing arrangement by the Plan with
an outside lending institution. The borrowings bear interest at the One-month
London Inter-Bank Offered Rate (LIBOR). For 1999 and 1998, the One-month rate
averaged 5.25% and 5.57%, respectively.
Federal Income Taxes
--------------------
The Plan obtained its latest determination letter on May 16, 1996, in which the
Internal Revenue Service stated that the Plan and Trust, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended and restated since receiving the determination letter.
However, the Plan administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Internal
Revenue Code. Therefore, it is believed that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date. No provision
for income taxes has been included in the Plan's financial statements.
Termination of the Plan
-----------------------
The Company has reserved the right to amend, modify, suspend or terminate the
Plan at any time, except that no such action will have a retroactive effect and
none of the assets of the Plan will revert to the Company or be used for any
purpose other than the exclusive benefit of the participating employees,
provided that, in the event of Plan termination, shares of Company common stock
not allocated to participants' accounts may be sold to repay the ESOP Loans. In
the event of termination of the Plan, all contributions of the participants and
of the Company through the date of termination will be vested.
3. INVESTMENTS
CP&L Common Stock Fund
----------------------
The CP&L Common Stock Fund is partially funded through the release of shares
from the ESOP Stock Suspense Account (see Note 2). The price at which such
released shares are allocated to Plan participants is the closing price per
share quoted in the Wall Street Journal on the day prior to participant
allocation (see Note 5). In addition, the CP&L Common Stock Fund may use
available cash from contributions and dividends to purchase CP&L common stock on
the open market or otherwise, including purchases from the Company of authorized
but unissued shares of common stock. The purchase price of shares of common
stock acquired on the open market and for authorized but unissued shares for
employee accounts will be the pay day closing price. No brokerage commission or
other charges shall be deducted. The total annual return of the Company's common
stock was (32.01)% for 1999 and 16.04% for 1998.
The CP&L common stock fund was converted from share to unitized accounting
during a transaction moratorium (see Note 1). This changeover required a
conversion of a small portion of the CP&L common stock fund into a cash reserve
during the moratorium. The reserve is necessary to provide the liquidity
required to process fund transfers by the close of market each day. The cash
reserve generally represents between 1 and 3 percent of the total fund value,
and varies depending upon account activity. The reserve may consist of cash or
cash equivalents. As of December 31, 1999 and December 31, 1998, the reserve
totaled approximately $5.5 million and $18.7 million respectively.
11
<PAGE>
Putnam New Opportunities Fund
-----------------------------
The Putnam New Opportunities Fund ("New Opportunities Fund") invests principally
in common stocks of companies in sectors which Putnam Investments believes
possess above-average long-term growth potential. The New Opportunities Fund
seeks long-term capital appreciation from stocks of smaller to midsize companies
and targets sectors of the economy that are expanding rapidly and then selects
fast-growing companies within these sectors. It has a relatively higher risk as
compared to certain other options in the Plan, but has potential for higher
returns over a long-term horizon. Current income from dividends is only an
incidental consideration. Income earned on the New Opportunities Fund is
reinvested in additional fund shares. No loading or sales charges shall be
applicable. The total annual return of the New Opportunities Fund was 69.66% in
1999 and 24.55% in 1998.
EuroPacific Growth Fund
-----------------------
The EuroPacific Growth Fund of Capital Research and Management Company
("EuroPacific Fund") invests principally in strong, growing companies based
chiefly in Europe and the Pacific Basin, ranging from small firms to large
corporations. The EuroPacific Fund seeks long-term growth of capital by
investing in securities of companies located outside the U. S. and has
relatively higher market risk as compared to certain other options in the Plan,
but has potential for higher returns over a long-term horizon. The fund is also
affected by the fluctuating value of the American dollar in relation to foreign
currencies. Income earned on the EuroPacific Fund is reinvested in additional
fund shares. No loading or sales charges shall be applicable. The total annual
return for the EuroPacific Fund was 56.97% in 1999 and 15.54% in 1998.
Fidelity Equity-Income Fund
---------------------------
Funds invested in the Fidelity Equity-Income mutual fund ("Equity-Income Fund")
are used primarily to purchase a variety of income-producing common or preferred
stocks, as well as bonds or securities which may be convertible into common
stock, and other similar types of investments. Normally, at least 80% of the
Equity-Income Fund's assets will be invested in such securities. The objective
of the Equity-Income Fund is to produce current income while taking into account
the potential for long-term growth through capital appreciation. Income earned
on the Equity-Income Fund is reinvested in additional fund shares. No loading or
sales charges shall be applicable. The total annual return of the Equity-Income
Fund was 7.15% in 1999 and 12.42% in 1998.
Fidelity Balanced Fund
----------------------
Funds in the Fidelity Balanced Fund mutual fund ("Balanced Fund") are invested
in a diversified portfolio of securities, including foreign and domestic stocks
and bonds. At least 25% of the Balanced Fund's total holdings will always
consist of fixed-income securities. The objective of the Balanced Fund is to
provide as much income as possible, through dividends and interest, while
preserving capital. Income earned on the Balanced Fund is reinvested in
additional fund shares. No loading or sales charges shall be applicable. The
total annual return of the Balanced Fund was 8.86% in 1999 and 20.29% in 1998.
Fixed Income Fund
-----------------
Contributions to the Fixed Income Fund may be invested in the American Express
Income Fund I. The Fixed Income Fund is considered a "current-income and
stability of principal" investment fund. The Fixed Income Fund consists of a mix
of investment contracts, primarily with insurance companies, along with other
high quality, short-term investments. The Fixed Income Fund's objectives are to
preserve principal and income while maximizing current income by investing in
credit-worthy investment products and by maintaining a well-diversified
portfolio. Income earned is reinvested in the Fixed Income Fund. No loading or
sales charges shall be applicable. The total annual return of the Fixed Income
Fund was 6.28% in 1999 and 6.52% in 1998.
12
<PAGE>
4. RELATED PARTY TRANSACTIONS
Plan investments include shares of money market funds managed by Wachovia Bank,
the Trustee as defined by the Plan, and therefore qualify as party-in-interests
transactions.
5. SUBSEQUENT EVENTS
The following is a high-level summary of Plan changes that became effective in
January 2000:
a. Salary deferrals can be made in 1% increments (instead of 2% increments).
b. Investment allocations can be made in 1% increments (instead of 5%
increments).
c. Three new investment choices were added: Vanguard - S&P 500 Index Fund,
Putnam Investors Fund and PIMCO Total Return Fund.
d. Dividends on the CP&L Common Stock Fund are credited on the ex-dividend
date (instead of the dividend payable date).
e. The North Carolina Natural Gas Company ("NCNG"), a wholly-owned subsidiary
of the Company, Retirement Savings Plan was merged into the Company's Plan
and all eligible employees of NCNG became participants in the Plan with the
same investment options as Company participants.
Effective February 1, 2000, State Street Bank and Trust Company, N.A. became
Plan Trustee succeeding Wachovia Bank.
Effective February 16, 2000, allocation of shares to Plan participants in the
CP&L Common Stock Fund is based on the closing share price on the day of
participant allocation.
13
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Schedule G Part I - Schedule of Loans in Default
As of December 31, 1999
<TABLE>
<CAPTION>
Amount Received During
Reporting Year
----------------------------------- Original Date of Loan
Original Amount Unpaid Balance Interest Rate
Identity of Obligor of Loan Principal Interest at End of Year Maturity Date
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Allen* $8,000 $750 $160 $3,955 July 1996
8.75%
July 2001
W. Anderson* 15,000 2,174 163 2,024 March 1995
9.00%
March 2000
J. Barbour* 17,900 867 605 16,399 July 1998
9.00%
July 2003
G. Coln* 19,700 0 0 1,608 December 1993
6.50%
December 1998
C. Drew* 18,000 2,991 660 1,484 March 1996
9.00%
March 2001
B. Faulk* 10,400 2,054 109 865 December 1994
8.25%
December 1999
H. Kearney* 20,000 2,426 868 14,810 January 1998
9.00%
January 2003
B. Martin* 9,000 87 7 1,871 November 1994
8.25%
December 1999
J. Pearce* 4,000 0 0 3,728 August 1997
9.00%
August 2001
D. Robinson* 3,200 0 0 873 September 1993
6.50%
September 1998
J. Williams* 27,400 1,612 647 21,003 October 1997
9.00%
October 2002
T. Willis* 19,200 1,885 498 8,590 September 1997
9.00%
September 2001
<CAPTION>
Amount Overdue
------------------------------------
Identity of Obligor Principal Interest
----------------------------------------------------------------
<S> <C> <C>
J. Allen* $929 $155
W. Anderson* 1,359 44
J. Barbour* 2,291 661
G. Coln* 1,604 4
C. Drew* 1,484 0
B. Faulk* 855 11
H. Kearney* 1,258 397
B. Martin* 1,712 66
J. Pearce* 1,565 367
D. Robinson* 850 22
J. Williams* 3,579 963
T. Willis* 2,232 173
* Party in interest
</TABLE>
14
<PAGE>
Schedule G - Part III --Schedule of Nonexempt Transactions
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
(a) Identity of (b) relationship to (c) Description of (d) Purchase (e) Selling (f) Lease (g) Expenses
party involved plan, employer, or transactions including Price Price rental incurred in
other party-in- maturity date, rate of connection with
interest interest, collateral, transaction
par or maturity value
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CP&L Employer * * * * *
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------------------------
(h) Cost of (i) Current (j) Net gain or
asset value of asset (loss) on each
transaction
----------------------------------------------------------
<S> <C> <C>
* * *
----------------------------------------------------------
</TABLE>
* As indicated on the Schedule of Nonexempt Transactions - Line 27f to the Form
5500 for the 1998 Plan Year, following the end of the 1998 Plan Year, it was
determined that certain amounts had not been remitted to the Trustee of the Plan
on a timely basis. Although such amounts were subsequently remitted to the Plan
and new procedures implemented to assure that the problem would not recur, the
new procedures were not implemented in time to effect the changes for the first
payroll period in 1999. The changes were effective for all payroll periods
thereafter and the 1999 amount in question was subsequently remitted to the
Plan. No participant was adversely affected by the delay.
15
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Schedule H Line 4i - Schedule of Assets Held for Investment Purposes
As of December 31, 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Identity of Issue Description of Investment Cost Value Fair Value
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Carolina Power & Light Company Common stock, no par or $464,169,171 $600,163,795 *
stated value, 19,717,907 shares
Putnam New Opportunities Fund Mutual fund - 383,824 shares 21,319,508 34,912,650
EuroPacific Growth Fund Mutual fund - 349,435 shares 10,571,148 14,906,890
Fidelity Equity-Income Fund Mutual fund - 1,661,789 shares 69,172,927 88,872,466
Fidelity Balanced Fund Mutual fund - 847,700 shares 12,756,447 13,020,666
Fixed Income Fund Mutual Fund - 341,859 shares 14,544,220 17,503,177
Participants' Loans Receivable Loans to Plan participants 20,592,584 20,592,584 *
------------ ------------
Total $613,126,005 $789,972,228
============ ============
</TABLE>
* Party in interest
16
<PAGE>
STOCK PURCHASE-SAVINGS PLAN
OF CAROLINA POWER & LIGHT COMPANY
Schedule H Line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Expenses
Identity of Party/Description of Asset Purchase Price Selling Price Incurred Cost Value
------------------------------------------------------------------------------------------------------------------------------------
Wachovia Bank
Short-Term Investment Fund:
<S> <C> <C> <C> <C> <C>
453 Purchases $148,711,183 - - $148,711,183
445 Sales - $158,348,987 - $158,348,987
898 Transactions
<CAPTION>
--------------------------------------------------------------------------------------------
Current Value on
Identity of Party/Description of Asset Transaction Date Gain/Loss
--------------------------------------------------------------------------------------------
Wachovia Bank
Short-Term Investment Fund:
<S> <C> <C> <C>
453 Purchases $148,711,183 -
445 Sales $158,348,987 -
------------
898 Transactions $307,060,170
============
</TABLE>
17
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the Stock Purchase-Savings Plan Committee has duly caused this Annual Report to
be signed on its behalf by the undersigned hereunto duly authorized.
STOCK PURCHASE-SAVINGS PLAN OF
CAROLINA POWER & LIGHT COMPANY
/s/ Robert B. McGehee, Chairman
-------------------------------
Robert B. McGehee, Chairman
Stock Purchase-Savings Plan Committee
Date: June 23, 2000
<PAGE>
EXHIBITS INDEX
Exhibit Number
--------------
Exhibit No. 23 Consent of Deloitte & Touche LLP
