DUKE POWER CO /NC/
8-K, 1994-02-18
ELECTRIC SERVICES
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<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                               DUKE POWER COMPANY
                            422 South Church Street
                        Charlotte, North Carolina 28242
                                  704-382-8127
 
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
       DATE OF REPORT (Date of earliest event reported) Not Applicable
                               DUKE POWER COMPANY
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                              <C>              <C>
       NORTH CAROLINA               1-4928             56-0205520
(State or other jurisdiction      (Commission        (IRS Employer
      of incorporation)          File Number)     Identification No.)
</TABLE>
 
            422 SOUTH CHURCH STREET, CHARLOTTE, NORTH CAROLINA 28242
              (Address of principal executive offices) (Zip Code)
       Registrant's telephone number, including area code (704) 382-8127
                                   No change
         (Former name or former address, if changed since last report)
 
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
                       CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Dollars in Thousands       Year ended December 31,     1993        1992          1991
<S>                                                   <C>           <C>           <C>
ELECTRIC REVENUES (Notes 1 and  2).....................$4,281,876   $3,961,484   $3,816,960
ELECTRIC EXPENSES
  Operation
     Fuel used in electric generation (Note 1)...........732,246      659,593      657,725
     Net interchange and purchased power (Note 3)........535,033      540,840      545,840
     Wages, benefits and  materials......................701,994      636,729      622,121
  Maintenance of plant facilities........................375,457      403,162      354,679
  Depreciation and amortization (Note 1).................488,441      491,339      431,624
  General taxes..........................................231,680      215,493      204,688
  Income taxes (Notes 1 and 4)...........................402,960      289,633      293,460
     Total electric expenses...........................3,467,811    3,236,789    3,110,137
       Electric operating income.........................814,065      724,695      706,823
OTHER INCOME (Notes 1, 4, 11 and 14)
  Allowance for equity funds used during construction.....17,221       15,476       50,704
  Other, net..............................................61,769       83,216      102,884
  Income taxes -- other, net.............................(24,092)     (27,475)     (25,472)
  Income taxes --  credit.................................16,371       13,790       22,789
     Total other income...................................71,269       85,007      150,905
       Income before interest deductions.................885,334      809,702      857,728
INTEREST DEDUCTIONS
  Interest on long-term debt.............................256,347      265,646      274,662
  Other interest..........................................12,431       41,736       18,834
  Allowance for borrowed funds used 
     during construction (Notes 1 and 4)..................(9,859)      (5,763)     (19,391)
     Total interest  deductions..........................258,919      301,619      274,105
NET INCOME...............................................626,415      508,083      583,623
  Dividends on preferred and preference stock.............52,429       56,407       54,683
EARNINGS FOR COMMON STOCK.............................$  573,986   $  451,676   $  528,940
COMMON STOCK DATA (Note 6)
  Average shares outstanding (thousands).................204,859      204,819      203,431
  Earnings per share.......................................$2.80        $2.21        $2.60
  Dividends per share..................................... $1.84        $1.76        $1.68
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                     1

<PAGE>

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Dollars in Thousands        Year ended December 31,      1993      1992       1991
<S>                                                   <C>          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income..........................................$   626,415  $   508,083  $  583,623
  Adjustments to reconcile net income to 
     net cash provided by operating activities:
  Non-cash items
     Depreciation and amortization (Note 1)............. 657,068       660,896     619,823
     Deferred income taxes and investment tax credit,
       net of amortization (Note 4).......................56,315        44,518      27,456
     Allowance for equity funds used during  
        construction.....................................(17,221)      (15,476)    (50,704)
     Purchased capacity levelization (Note 3)............(20,049)      (66,511)    (70,605)
     Other, net (Note 15).................................36,864       (16,258)    (32,149)
     (Increase) Decrease in
        Accounts receivable.............................(36,948)       14,255      (45,412)
        Inventory........................................29,150        (9,383)       6,866
        Prepayments........................................(452)         (939)         181
     Increase (Decrease) in Accounts payable............(54,275)       69,739       44,265
       Taxes accrued (Notes 1 and 4).....................26,583         4,514       11,739
       Interest accrued and other liabilities 
           (Notes 1, 9 and 13)...........................30,185       (22,825)      12,863
     Total adjustments..................................707,220       662,530      524,323
          Net cash provided by operating activities...1,333,635     1,170,613    1,107,946
CASH FLOWS FROM INVESTING ACTIVITIES
  Construction expenditures...........................(543,563)     (465,292)    (572,705)
  Investment in nuclear fuel..........................(111,731)     (122,565)    (183,803)
  External funding for decommissioning (Note 16).......(52,524)      (61,246)       --
  Pre-funded pension cost (Note 12)....................(50,000)         --          --
  Net change in investment securities and joint 
     ventures (Notes 1, 11 and 15).....................(12,379)      (96,475)     (35,807)
          Net cash used in investing activities.......(770,197)     (745,578)    (792,315)
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from the issuance of
     First and refunding mortgage bonds..............1,395,682      926,650         414,297
     Preferred  stock.................................215,633       281,089           --
     Pollution-control bonds...........................76,265         --              --
     Short-term notes payable, net (Note 5)..........(108,000)      40,000          (99,000)
     Common  stock...................................   --          --               48,014
  Payments for the redemption of First and 
     refunding mortgage bonds......................(1,399,336)  (1,013,218)         (279,970)
     Preferred  stock...............................(224,295)    (246,414)            (9,650)
     Pollution-control bonds........................ (79,310)        --               --
  Dividends paid..................................  (427,868)      (417,443)        (381,589)
  Other (Note 15)..................................   (5,926)         3,313           (5,662)
          Net cash used in financing activities...  (557,155)      (426,023)        (313,560)
Net increase (decrease) in  cash.....................  6,283          (988)            2,071
Cash at beginning of year............................  9,293        10,281             8,210
Cash at end of year...............................  $ 15,576       $ 9,293          $ 10,281
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      2
<PAGE>

                          CONSOLIDATED BALANCE SHEETS
                                     ASSETS
<TABLE>
<CAPTION>
 Dollars in Thousands            December 31,        1993         1992
<S>                                                   <C>          <C>                                        
ELECTRIC PLANT (at original cost -- 
  Notes 1, 3, 9, 13, 15 and 16)
  Electric plant in service.........................$12,573,012    $12,193,888
  Less accumulated depreciation and amortization......4,431,460      4,197,505
    Electric plant in service, net....................8,141,552      7,996,383
  Nuclear fuel..........................................705,994        718,420
  Less accumulated amortization.........................405,910        425,088
    Nuclear fuel, net...................................300,084        293,332
  Construction work in progress (including nuclear 
   fuel in process:
    1993 -- $113,904; 1992 -- $148,945).................482,473        490,408
      Total electric plant, net.......................8,924,109      8,780,123
OTHER PROPERTY AND INVESTMENTS
  Other property -- at cost (less accumulated 
    depreciation:
    1993 -- $90,191; 1992 -- $83,108) (Note 15).........311,241        295,098
  Investments in joint ventures (Notes 11 and 15).......101,612         31,268
  Other investments, at cost or less.....................90,301        127,632
  Nuclear decommissioning trust funds (Notes 10, 
     15 and 16).......................................  118,456         61,812
  Pre-funded pension cost (Note 12)......................50,000           --
      Total other property and investments..............671,610        515,810
CURRENT ASSETS
  Cash (Notes 5 and 10)................................. 15,576          9,293
  Short-term investments (Note 10)......................120,651        141,285
  Receivables (less allowance for losses: 
    1993 -- $6,392; 1992 -- $5,207) (Note 1)............531,592        494,644
  Inventory -- at average cost
    Coal................................................69,155        101,550
    Other..............................................199,733        196,489
   Prepayments..........................................12,062         11,610
      Total current assets.............................948,769        954,871
DEFERRED DEBITS (Notes 1, 3, 4, 13 and 15)
  Purchased capacity costs.............................768,099        378,095
  Debt expense.........................................197,963        115,436
  Regulatory asset related to income taxes.............486,440           --
  Regulatory asset related to DOE assessment fee.......116,731        101,785
  Other.................................................79,386        104,267
      Total deferred debits......................... 1,648,619        699,583
TOTAL ASSETS.......................................$12,193,107    $10,950,387

<CAPTION>
            CAPITALIZATION AND LIABILITIES
<S>                                                   <C>           <C>
CAPITALIZATION (See Consolidated Statements of  
Capitalization)....................................   $ 8,404,131    $ 8,218,257
CURRENT LIABILITIES
  Accounts payable........................................337,391        394,721
  Taxes accrued (Note 1).................................. 82,824         36,885
  Interest accrued.........................................68,868         68,078
  Other (Note 13).........................................211,207         75,613
     Total................................................700,290        575,297
  Notes payable (Notes 5 and 10)...........................18,000        126,000
  Current maturities of long-term debt and preferred 
    stock (Notes 9 and 15).................................91,898          9,434
      Total current liabilities...........................810,188        710,731
ACCUMULATED DEFERRED INCOME TAXES (Notes 1 and 4).......2,207,708      1,369,677
DEFERRED CREDITS AND OTHER LIABILITIES
  Investment tax credit (Notes 1 and 4)...................282,505        296,165
  DOE assessment fee (Note 1).............................116,731        101,785
  Nuclear decommissioning costs externally funded 
    (Notes 15 and 16).....................................118,456         61,812
  Other...................................................253,388        191,960
      Total deferred credits and other liabilities........771,080        651,722
COMMITMENTS AND CONTINGENCIES (Note 13)..................
TOTAL CAPITALIZATION AND LIABILITIES..................$12,193,107    $10,950,387
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                  3

<PAGE>

        CONSOLIDATED STATEMENTS OF CAPITALIZATION AND RETAINED EARNINGS

<TABLE>
<CAPTION>
Dollars in Thousands                December 31,      1993        1992
<S>                                                <C>           <C>
                               CAPITALIZATION
<S>                                                <C>           <C>
COMMON STOCK EQUITY (Notes 6 and 7)
  Common stock, no par, 300,000,000 shares 
   authorized; 204,859,339 shares outstanding 
   for 1993 and 1992..............................$1,926,909    $1,926,909
  Retained earnings................................2,410,825     2,223,718
       Total common stock equity...................4,337,734     4,150,627
PREFERRED AND PREFERENCE STOCK WITHOUT SINKING 
  FUND REQUIREMENTS (Note 7)........................ 500,000      500,000
PREFERRED STOCK WITH SINKING FUND REQUIREMENTS 
  (Notes 8 and 10).................................. 281,000      279,519
LONG-TERM DEBT (Notes 9, 10 and 15)
  Parent company long-term debt...................3,199,032     3,202,437
  Subsidiary long-term debt..........................86,365        85,674
       Total consolidated long-term debt..........3,285,397      3,288,111
TOTAL CAPITALIZATION.............................$8,404,131    $8,218,257
</TABLE>
 
<TABLE>
<CAPTION>
Dollars in Thousands      Year ended December 31,     1993        1992          1991
<S>                                                  <C>          <C>           <C>
                            RETAINED EARNINGS
<S>                                                  <C>          <C>           <C>
BALANCE -- Beginning of year........................ $2,223,718    $2,141,259    $1,953,779
ADD -- Net income.......................................626,415       508,083       583,623
        Total........................................ 2,850,133     2,649,342     2,537,402
DEDUCT
  Dividends 
     Common stock...................................... 376,937      360,475       341,801
     Preferred and preference stock......................52,429       56,407        54,683
  Capital stock transactions,  net........................9,942        8,742          (341)
       Total deductions.................................439,308       425,624       396,143
BALANCE -- End of year...............................$2,410,825    $2,223,718    $2,141,259
</TABLE>
 
                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                    4
<PAGE>

Notes To Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies
A. Revenues

Revenues are recorded as service is rendered to customers. "Receivables" 
on the Consolidated Balance Sheets include $175,726,000 and $167,610,000 
as of December 31, 1993 and 1992, respectively, for service that has been 
rendered but not yet billed to customers.

B. Additions to Electric Plant

The Company capitalizes all construction-related direct labor and 
materials as well as indirect construction costs. Indirect costs include 
general engineering, taxes and the cost of money (allowance for funds used 
during construction). The cost of renewals and betterments of units of 
property is capitalized.  The cost of repairs and replacements 
representing less than a unit of property is charged to electric expenses. 
The original cost of property retired, together with removal costs less 
salvage value, is charged to accumulated depreciation.


C. Allowance for Funds Used During Construction (AFUDC)

AFUDC represents the estimated debt and equity costs of capital funds that 
are necessary to finance the construction of new facilities. AFUDC, a non-
cash item, is recognized as a cost of "Construction work in progress" 
(CWIP), with offsetting credits to "Other income" and "Interest 
deductions." After construction is completed, the Company is permitted to 
recover these construction costs, including a fair return, through their 
inclusion in rate base and in the provision for depreciation.
   The 1993 AFUDC rate of 9.29 percent reflects "Allowance for borrowed 
funds used during construction" calculated using a pre-tax cost of debt. 
The rates for 1992 and 1991 of 8.07 percent and 8.86 percent have been 
calculated using a net of tax cost of debt. Rates for all periods are 
compounded semiannually. The change in calculation from a net of income 
tax to a pre-tax basis is a result of the adoption of Statement of 
Financial Accounting Standards No. 109 (SFAS 109). (See Note 4.)

D. Depreciation and Amortization

Provisions for depreciation are recorded using the straight-line method. 
The year-end composite weighted-average depreciation rates were 3.47 
percent for 1993 and 3.48 percent for 1992 and 1991. Effective with the 
implementation of new retail rates in November 1991, all coal-fired 
generating units are depreciated at a rate of 2.57 percent and all nuclear 
units are depreciated at a rate of 4.70 percent, of which 1.61 percent is 
for decommissioning. (See Note 16.)
   Amortization of nuclear fuel is included in "Fuel used in electric 
generation" in the Consolidated Statements of Income. The amortization is 
recorded using the units-of-production method.
   Under provisions of the Nuclear Waste Policy Act of 1982, the Company 
has entered into contracts with the Department of Energy (DOE) for the 
disposal of spent nuclear fuel.  Payments made to the DOE for disposal 
costs are based on nuclear output and are included in "Fuel used in 
electric generation" in the Consolidated Statements of Income.
   A provision in the Energy Policy Act of 1992 established a fund for the 
decontamination and decommissioning of the DOE's uranium enrichment 
plants. Licensees are subject to an annual assessment for 15 years based 
on their pro rata share of past enrichment services. The annual assessment 
is recorded as fuel expense. The Company paid $8,338,000 during 1993 
related to its ownership interest in nuclear plants. The Company has 
reflected the remaining liability and regulatory asset of $116,731,000 in 
the Consolidated Balance Sheets. 

E. Subsidiaries

The Company's consolidated financial statements reflect consolidation of 
all of its wholly-owned subsidiaries. Intercompany transactions have been 
eliminated in consolidation. (See Note 11 and "Subsidiary Highlights," 
page 25.) 

F. Income Taxes

The Company implemented SFAS 109, "Accounting for Income Taxes," effective 
January 1, 1993. (See Note 4.)
   The Company and its subsidiaries file a consolidated federal income tax 
return. Income taxes have been allocated to each company based on its 
separate company taxable income or loss.
   Income taxes are allocated to non-electric operations under "Other 
income" and to electric operating expense. The "Income taxes - credit" 
classified under "Other income" results from tax deductions of interest 
costs relating primarily to deferred purchased capacity costs and CWIP.
   Deferred income taxes have been provided for temporary differences 
between book and tax income, principally resulting from accelerated tax 
depreciation and levelization of purchased power costs. Investment tax 
credits have been deferred and are being amortized over the estimated 
useful lives of the related properties.
                                  5
<PAGE>

G. Unamortized Debt Premium, Discount and Expense

Expenses incurred in connection with the issuance of presently outstanding 
long-term debt, and premiums and discounts 
relating to such debt, are being amortized over the terms of the 
respective issues. Also, any expenses or call premiums associated with 
refinancing higher-cost debt obligations are being amortized over the 
lives of the new issues of long-term debt.

H. Fuel Cost Adjustment Procedures

Fuel costs are reviewed semiannually in the wholesale and South Carolina 
retail jurisdictions, with provisions for changing such costs in base 
rates. In the North Carolina retail jurisdiction, a review of fuel costs 
in rates is required annually and during general rate case proceedings.
   All jurisdictions allow the Company to adjust rates for past over- or 
under-recovery of fuel costs. Therefore, the Company reflects in revenues 
the difference between actual fuel costs incurred and fuel costs recovered 
through rates.
   The North Carolina legislature ratified a bill in July 1987 assuring 
the legality of such adjustments in rates. In 1991, the statute was 
extended through June 30, 1997.

I. Consolidated Statements of Cash Flows

For purposes of the Consolidated Statements of Cash Flows, 
the Company's investments in highly liquid debt instruments, with an 
original maturity of three months or less, are included in cash flows from 
investing activities and thus are not considered cash equivalents.
   Total income taxes paid were $352,697,000, $215,465,000  and 
$245,945,000 for years ended December 31, 1993, 1992 and 1991, 
respectively.
   Interest paid, net of amount capitalized, was $244,829,000, 
$298,455,000 and $269,330,000 for the years ended December 31, 1993, 1992 
and 1991, respectively.

Note 2. Rate Matters

The North Carolina Utilities Commission (NCUC) and The Public Service 
Commission of South Carolina (PSCSC) must approve rates for retail sales 
within their respective states. The Federal Energy Regulatory Commission 
(FERC) must approve the Company's rates for sales to wholesale customers. 
Sales to the other joint owners of the Catawba Nuclear Station, which 
represent a substantial majority of the Company's wholesale revenues, are 
set through contractual agreements. (See Note 3.)
   During 1991, the Company filed in both the North Carolina and the South 
Carolina retail jurisdictions its only requests for general rate increases 
since 1986. The rate increase requested by the Company in North Carolina 
was 9.22 percent; a 4.15 percent increase was granted resulting in $100.1 
million in additional annual revenues. In South Carolina, a rate increase 
of 7.29 percent was requested; a 3.0 percent increase was granted 
resulting in $30.2 million in additional annual revenues. These increases 
were requested primarily to recover costs associated with the Bad Creek 
Hydroelectric Station. 
   In 1991, the Company filed a request with the FERC seeking a 7.47 
percent rate increase for its wholesale customers, who represent 
approximately 2 percent of the Company's total revenues. A negotiated 
settlement between the Company and the wholesale customers was approved by 
the FERC on March 31, 1992. The approved agreement, effective April 1, 
1992, provided for a 3.3 percent rate increase, resulting in $2.1 million 
in additional annual revenues.
   The North Carolina Supreme Court on April 22, 1992, remanded for the 
second time the Company's 1986 rate order to the NCUC. In this ruling, the 
Court held that the record from the 1986 proceedings failed to support the 
rate of return of 13.2 percent on common equity authorized by the NCUC 
after the initial decision of the Court remanding the 1986 rate order. The 
NCUC issued a final order dated October 26, 1992, authorizing a 12.8 
percent return on common equity for the period October 31, 1986, through 
November 11, 1991, that resulted in a refund to North Carolina retail 
customers in 1992 of approximately $95 million, including interest.
   The Company has a bulk power sales agreement with Carolina Power & 
Light Company (CP&L) to provide CP&L 400 megawatts of capacity as well as 
associated energy when needed for a six-year period which began July 1, 
1993. Electric rates in all regulatory jurisdictions were reduced by 
adjustment riders to reflect capacity revenues received from this CP&L 
bulk power sales agreement.

Note 3. Joint Ownership of Generating Facilities

The Company has sold interests in both units of the Catawba Nuclear 
Station. The other owners of portions of the Catawba Nuclear Station and 
supplemental information regarding their ownership are as follows:


<TABLE>
<CAPTION>

                                             Ownership 
                                             Interest
Owner	                                  in the Station
<S>                                       <C>
North Carolina Municipal Power Agency 
Number 1 (NCMPA)	                      37.5%

North Carolina Electric Membership 
Corporation (NCEMC)	                    28.125%

Piedmont Municipal Power Agency 
(PMPA)		                              12.5%

Saluda River Electric Cooperative, Inc. 
(Saluda River)		                     9.375%
</TABLE>

Each participant has provided its own financing for its ownership interest 
in the plant.
   The Company retains a 12.5 percent ownership interest in the Catawba 
Nuclear Station. As of December 31, 1993, $498,930,000 of Electric plant 
in service and Nuclear fuel
                               6
<PAGE>

represents the Company's investment in Units 1 and 2. Accumulated 
depreciation and amortization of $152,698,000 associated with Catawba had 
been recorded as of year-end. The Company's share of operating costs of 
Catawba are included in the corresponding electric expenses in the 
Consolidated Statements of Income.
   In connection with the joint ownership, the Company has entered into 
contractual agreements with the other joint owners to purchase declining 
percentages of the generating capacity and energy from the plant. These 
agreements were effective beginning with the commercial operation of each 
unit.  Unit 1 and Unit 2 began commercial operation in June 1985 and in 
August 1986, respectively. Such agreements were established for 15 years 
for NCMPA and PMPA and 10 years for NCEMC and Saluda River.
   Energy cost payments are based on variable operating costs, a function 
of the generation output. Capacity payments are based on the fixed costs 
of the plant. The estimated purchased capacity obligations through 1998 
are $392,000,000 for 1994, $293,000,000 for 1995, $55,000,000 for 1996, 
$44,000,000 for 1997 and $32,000,000 for 1998. Payment obligations include 
the terms of a proposed settlement agreement between the Company and two 
of the four joint owners of the Catawba Nuclear Station which was executed 
in January 1994 and is subject to regulatory approval. (See Note 13.)
   Effective in its November 1991 rate order, the North Carolina Utilities
Commission (NCUC) reaffirmed the Company's recovery, on a levelized basis, 
of the capital costs and fixed operating and maintenance costs of capacity 
purchased from the other joint owners. The new NCUC rate order changed the 
levelized basis to a 15-year period ending 2001 for all of the other joint 
owners compared to the previous 15-year levelization period for NCMPA and 
PMPA and 10-year levelization period for NCEMC and Saluda River. The 
Public Service Commission of South Carolina (PSCSC), in its November 1991 
rate order, reaffirmed the Company's recovery on a levelized basis of the 
capital costs of capacity purchased from the other joint owners. The new 
PSCSC rate order retained the levelized basis of a 7 1/2-year period for 
PMPA and NCMPA; for NCEMC and Saluda River, the new levelized basis 
reflects the projected purchased capacity payments for the twelve-month 
period ended October 1992. The Federal Energy Regulatory Commission 
granted the Company recovery on a levelized basis of the capital costs and 
fixed operating and maintenance costs of capacity purchased from the other 
joint owners over their contractual purchased power buyback periods.  As 
currently provided in rates in all jurisdictions, the Company recovers the 
costs of purchased energy and a portion of purchased capacity. The portion 
of costs not currently recovered through rates is being accumulated, and 
the Company is recording a carrying charge on the accumulated balance.  
The Company recovers the accumulated balance including the carrying charge 
when the capacity payments drop below the levelized revenues. In the North 
Carolina and
wholesale jurisdictions, purchased capacity payments continue to exceed 
levelized revenues. In the South Carolina jurisdiction, cumulative 
levelized revenues have exceeded purchased capacity payments. 
Jurisdictional levelizations are intended to recover total costs, 
including allowed returns, and are subject to adjustments, including final 
true-ups.
   For the years ended December 31, 1993, 1992 and 1991, the Company 
recorded purchased capacity and energy costs from the other joint owners 
of $547,900,000, $514,300,000 and $536,500,000, respectively. These 
amounts, adjusted for the cost of capacity purchased not reflected in 
current rates, are included in "Net interchange and purchased power" in 
the Consolidated Statements of Income. As of December 31, 1993 and 1992, 
$768,099,000 pre-tax and $378,095,000 net of income tax, respectively, 
associated with the costs of capacity purchased but not reflected in 
current rates had been accumulated in the Consolidated Balance Sheets as 
"Purchased capacity costs." Accumulated deferred income taxes associated 
with "Purchased capacity costs" were $254,789,000 as of December 31, 1993. 
As of December 31, 1992, deferred income taxes reduced "Purchased capacity 
costs" on the Consolidated Balance Sheet by $265,255,000. The change in 
presentation from a net of tax to pre-tax basis is a result of the 
adoption of SFAS 109. (See Note 4.)

Note 4. Income Tax Expense

The Company implemented Statement of Financial Accounting Standards No. 
109 (SFAS 109), "Accounting for Income Taxes," effective January 1, 1993. 
No prior periods have been restated.
   SFAS 109 requires a liability approach for financial accounting and 
reporting of income taxes. While classification of certain items on the 
Consolidated Balance Sheets has changed, principally because of certain 
items previously reported net of tax now being reported on a gross basis, 
there is no material effect on the Company's results of operations. As a 
result of implementing SFAS 109, the December 1993 Consolidated Balance 
Sheet reflects an increase of $778 million in both Total assets and 
Accumulated deferred income taxes (ADIT). The increase was primarily 
because of a change in presentation from a net of tax to pre-tax basis 
which resulted in an increase in "Purchased capacity costs" of $255 
million and in the creation of the "Regulatory asset related to income 
taxes" of $486 million. Effective January 1, 1993, "Allowance for borrowed 
funds used during construction" on the Consolidated Statement of Income 
reflects a pre-tax cost of debt.
   Accumulated deferred income taxes after implementation of SFAS 109 
consist primarily of the following temporary differences (dollars in 
thousands):
                              7
<PAGE>

(continued from page 7)

<TABLE>
<CAPTION>

	                                                      December 31, 1993
<S>                                                           <C>
Excess tax over book depreciation at historical tax rates     $1,289,205
Regulatory liability related to adjusting deferred taxes
        to the current statutory tax rate                       (124,952)*
        Net excess tax over book depreciation                 $1,164,253
Regulatory asset related to restating to a pre-tax basis         611,392*
Deferred Catawba purchased capacity costs                        254,789
Book versus tax basis difference                                 110,594
Loss on bond redemptions                                          74,438
Other                                                             (7,758)
       Total deferred income taxes                            $2,207,708
</TABLE>

* The net regulatory asset related to income taxes is $486,440,000.

Total deferred income tax liability was $2,701,374,000 as of December 31, 
1993. Total deferred income tax asset was $493,666,000 as of December 31, 
1993.

Income tax expense consisted of the following (dollars in thousands):


<TABLE>
<CAPTION>

                                                  1993       1992     1991
<S>                                              <C>        <C>       <C>
Income taxes related to electric expenses
    Current income taxes
       Federal                                   $278,279   $215,726   $232,121
       State                                       60,948     47,116     54,335
                                                  339,227    262,842    286,456
    Deferred taxes, net
       Excess tax over book depreciation           60,760     86,046     60,976
       Loss on bond redemptions                    33,016      9,950      1,995
       Pre-funded pension cost                     19,751        --        --
       Amortization of canceled construction 
          costs                                   (17,890)   (23,959)   (23,959)
       Deferred Catawba purchased capacity costs    2,841      7,271      8,163
       Property taxes                              (5,806)   (15,499)   (11,987)
       Other                                      (17,682)   (25,756)   (16,977)
                                                   74,990     38,053     18,211
   Investment tax credit
    Deferred                                         --         --        2,273
    Amortization of deferrals (credit)            (11,257)   (11,262)   (13,480)
                                                  (11,257)   (11,262)   (11,207)
       Total income taxes related to electric 
           expenses                               402,960    289,633    293,460
Income taxes related to other income
     Income taxes - return on deferred Catawba 
       purchased capacity costs                    20,702     18,845     20,675
     Income taxes - other, net                      3,390      8,630      4,797
     Income taxes - (credit)                      (16,371)   (13,790)   (22,789)
       Total income taxes related to other income   7,721     13,685      2,683
Total income tax expense                         $410,681   $303,318   $296,143
</TABLE>

Total current income taxes were $354,366,000 for 1993, $258,800,000 for 
1992 and $268,686,000 for 1991. Of these amounts, state income taxes were 
$61,237,000 for 1993, $44,149,000 for 1992 and $48,671,000 for 1991.
Total deferred income taxes were $67,572,000 for 1993, $55,780,000 for 
1992 and $38,664,000 for 1991. Of these amounts, deferred state income 
taxes were $14,279,000 for 1993, $13,786,000 for 1992 and $10,833,000 for 
1991.
                             8
<PAGE>

Income taxes differ from amounts computed by applying the statutory tax 
rate to pre-tax income as follows (dollars in thousands):


<TABLE>
<CAPTION>
                                                   1993        1992        1991
<S>                                               <C>         <C>          <C>
Income taxes on pre-tax income at the 
   statutory federal rate of 35% - 1993; 
   34% - 1992 and 1991                           $362,984     $275,876  $299,120
Increase (reduction) in tax resulting from:
   Allowance for funds used during construction 
    (AFUDC)                                        (6,027)      (7,221)  (23,832)
   Amortization of electric investment tax 
    credit deferrals                              (11,257)     (11,262)  (13,480)
   AFUDC in book depreciation/amortization         25,694       25,114    25,923
   Deferred income tax flowback at rates 
    higher than statutory                          (9,091)     (21,685)  (22,561)
   State income taxes, net of federal 
    income tax benefits                            49,292       37,878    39,345
   Other items, net                                  (914)       4,618    (8,372)
       Total income tax expense (see above)      $410,681     $303,318  $296,143
</TABLE>

On August 10, 1993, President Clinton signed the Omnibus Budget 
Reconciliation Act of 1993 which includes an increase in the federal 
corporate income tax rate from 34% to 35%, retroactive to January 1, 1993. 
Accordingly, the Company's income tax expense reflects an increase of 
approximately $10 million for 1993.

Note 5. Short-Term Borrowings and Compensating-Balance Arrangements

To support short-term obligations, the Company had credit facilities of 
$324,980,000, $329,385,000 and $340,385,000 as of December 31, 1993, 1992 
and 1991, with 29, 49 and 52 commercial banks, respectively. Included in 
these facilities is a three-year, $300,000,000 revolving credit agreement 
with the balance in separate, annually-renewable lines of credit. These 
facilities are on a fee or compensating-balance basis. No short-term debt 
resulting from these credit facilities was outstanding as of December 31, 
1993, 1992 and 1991.
   Cash balances maintained at the banks on deposit were $12,988,000 and 
$7,243,000 as of December 31, 1993 and 1992, respectively. Cash balances 
and fees compensate banks for their services, even though the Company has 
no formal compensating-balance arrangements. To compensate certain banks 
for credit facilities, the Company maintained balances of $49,000 and 
$509,000 as of December 31, 1993 and 1992, respectively. The Company 
retains the right of withdrawal with respect to the funds used for 
compensating-balance arrangements.

A summary of short-term borrowings is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                                 December 31,  1993    December 31, 1992   December 31, 1991
<S>                                                <C>                  <C>                  <C>
Amount outstanding at end of period - 
   average rate of 3.27% as of December 31, 
   1993, 3.57% as of December 31, 1992 
   and 4.65% as of December 31, 1991                $  18,000            $126,000                $ 86,000
Maximum amount outstanding during the period        $ 178,000            $219,000                $285,500
Average amount outstanding during the period        $  35,187            $ 48,851                $ 92,090
Weighted-average interest rate for the period - 
  computed on a daily basis                             3.17%               4.02%                   6.47%
</TABLE>

Note 6. Common Stock and Retained Earnings

Common Stock 
Effective April 1, 1991, the Company began issuing common stock in lieu of 
purchasing shares on the open market for its various stock purchase plans.  
The Company discontinued issuances of common stock, effective December 1, 
1991, and resumed open market purchases to satisfy the requirements of the 
various stock purchase plans. Except as discussed earlier, open market 
purchases were used to satisfy the requirements of the Company's various 
stock plans from 1991 through 1993.
   During 1991 and through April 6, 1992, the Company issued common stock 
to satisfy the conversion rights of preference stock. (See Note 7.)
   As of December 31, 1993, a total of 7,004,659 shares was reserved for 
issuance to stock plans.

Retained Earnings
As of December 31, 1993, none of the Company's retained earnings were 
restricted as to the declaration or payment of dividends.

                                 9
<PAGE>

Note 7. Preferred and Preference Stock Without Sinking Fund Requirements

The following shares of stock were authorized with or without sinking fund 
requirements as of December 31, 1993 and 1992:


<TABLE>
<CAPTION>

                                        Par Value              Shares
<S>                                     <C>                  <C>
Preferred Stock                          $100                12,500,000
Preferred Stock A                          25                10,000,000
Preference Stock                          100                 1,500,000
</TABLE>

On April 6, 1992, the Company redeemed all outstanding shares of the 
Cumulative Preference Stock, 63/4% Convertible Series AA at its par value 
of $100 per share.
In 1992 and 1991, shares of preference stock were converted into shares 
of common stock as follows:

<TABLE>
<CAPTION>

Year                          Preference Shares             Common Shares
<S>                            <C>                           <C>
1992                              19,060                       159,386
1991                               1,846                        15,440
</TABLE>


Preferred and preference stock without sinking fund requirements as of 
December 31, 1993 and 1992, were as follows (dollars in 
thousands):


<TABLE>
<CAPTION>

Rate/Series                        Year          Shares  
                                  Issued       Outstanding       1993       1992
<S>                               <C>          <C>             <C>       <C>
4.50%   C                          1964           350,000      $ 35,000   $35,000
5.72%   D                          1966           350,000        35,000    35,000
6.72%   E                          1968           350,000        35,000    35,000
8.20%   G                          1971           600,000             -    60,000
7.80%   H                          1972           600,000             -    60,000
8.28%   K                          1977           500,000             -    50,000
7.85%   S                          1992           600,000        60,000    60,000
7.00%   W                          1993           500,000        50,000      -
7.04%   Y                          1993           600,000        60,000      -
7.72% (Preferred Stock A)          1992         1,600,000        40,000    40,000
6.375% (Preferred Stock A)         1993         2,400,000        60,000       -
Adjustable Rate A                  1986           500,000        50,000    50,000
Auction Series A                   1990           750,000        75,000    75,000
                                                               $500,000  $500,000
</TABLE>

Note 8. Preferred Stock With Sinking Fund Requirements

The following shares of stock were authorized with or without sinking fund 
requirements as of December 31, 1993 and 1992:


<TABLE>
<CAPTION>
                                       Par Value     Shares
<S>                                    <C>           <C>
Preferred Stock                        $100          12,500,000
Preferred Stock A                        25          10,000,000
Preference Stock                        100           1,500,000
</TABLE>

Preferred stock with sinking fund requirements as of December 31, 1993 and 
1992, was as follows (dollars in thousands):


<TABLE>
<CAPTION>

                                    Year          Shares
Rate/Series                        Issued        Outstanding   1993      1992
<S>                                <C>           <C>           <C>      <C>
5.95% B (Preferred Stock A)        1992           800,000      $20,000   $20,000
6.10% C (Preferred Stock A)        1992           800,000       20,000    20,000
6.20% D (Preferred Stock A)        1992           800,000       20,000    20,000
7.875% P                           1986           485,000           -     48,500
7.12% Q                            1987           485,000       48,500    48,519
7.50% R                            1992           850,000       85,000    85,000
6.20% T                            1992           130,000       13,000    13,000
6.30% U                            1992           130,000       13,000    13,000
6.40% V                            1992           130,000       13,000    13,000
6.75% X                            1993           500,000       50,000       -

Less: Current sinking fund 
  requirements
7.875% P                                                          -       (1,500)
7.12% Q                                                         (1,500)       -
                                                               $281,000   $279,519
</TABLE>

The annual sinking fund requirements through 1998 are 
$1,500,000 in 1994, 1995, 1996 and 1997 and $5,750,000 in 1998. Some 
additional redemptions are permitted at the Company's option. The Company 
reacquired 15,000 shares of 7.12% Series Q Preferred Stock in 1992 to 
satisfy 1993 sinking fund requirements.
The call provisions for the outstanding preferred stock specify various 
redemption prices not exceeding 105 percent of par value, plus accumulated 
dividends to the redemption date. 

                                  10
<PAGE>

Note 9. Long-Term Debt

Long-term debt outstanding as of December 31, 1993 and 1992, was as 
follows (dollars in thousands):

<TABLE>
<CAPTION>

Series                                Year Due       1993         1992
<S>                                   <C>          <C>          <C>
First and refunding mortgage bonds:
6.06%-6.23%                             1994        $81,700      $81,700
6.47%-6.60%                             1995         40,300       40,300
4 1/2%                                  1995         40,000       40,000
6.59%                                   1996          3,000        3,000
7 7/8%                                  1996            -        100,000
5 3/8%                                  1997         72,600       72,600
5 5/8%                                  1997        100,000      100,000
6 3/8%                                  1998           -          68,500
5.17%                                   1998         50,000          -
7%                                      1999           -          56,075
7.5%                                    1999        100,000      100,000
6 1/4%                                  1999         65,000       65,000
5.76%                                   1999          5,000          -
5.78%                                   1999         25,000          -
5.79%                                   1999         30,000          -
7%                                      2000        100,000      100,000
7% B                                    2000        100,000      100,000
7 1/2%                                  2001           -          97,900
7 3/8% B                                2001           -          38,050
5 7/8%                                  2001        150,000          -
7 3/4%                                  2002           -          78,100
7 3/8% B                                2002           -          67,900
6 5/8% B                                2003        100,000          -
7 3/4%                                  2003           -          94,872
5 7/8% C                                2003         75,000          -
6.125%                                  2003         75,000          -
8%                                      2004         75,000       75,000
6 1/4% B                                2004        100,000          -
7.37%-7.41%                             2004        100,000      100,000
7%                                      2005        200,000      200,000
8 1/8%                                  2007           -         119,500
6 3/8%                                  2008        125,000          -
9%                                      2016           -         175,000
8 1/2%                                  2017           -         150,000
9 5/8%                                  2020         46,982      200,000
10 1/8% B                               2020         24,854      150,000
8 3/4%                                  2021        150,000      150,000
8 3/8% B                                2021        150,000      150,000
8 5/8%                                  2022        100,000      100,000
7 3/8%                                  2023        200,000          -
6 7/8%                                  2023        200,000          -
6 3/4%                                  2025        150,000          -
8.95%                                   2027         15,851       15,925
7%                                      2033        150,000          -
Pollution-Control bonds:
9 1/8%                                  2013            -         77,000
7.70%                                   2012         20,000       20,000
7.75% B                                 2017         10,000       10,000
7.50%                                   2017         25,000       25,000
2.55%                                   2014         40,000          -
2.60%                                   2014            -         40,000
5.80%                                   2014         77,000          -
 Subtotal                                         3,172,287    3,061,422

Other long-term debt:
Capitalized leases                                   47,029       53,782
Other long-term debt                                130,000      130,000
Unamortized debt discount
     and premium, net                               (61,128)     (35,940)
Current maturities of
     long-term debt                                 (89,156)      (6,827)
 Subtotal (a)                                     3,199,032    3,202,437
Subsidiary long-term debt:
Crescent Resources, Inc. (b)                         54,149       53,207
Nantahala Power and Light (c)                        33,458       33,574
Current maturities of long-term debt                 (1,242)      (1,107)
  Subtotal                                           86,365       85,674
Total consolidated long-term debt                $3,285,397   $3,288,111
</TABLE>

(a) Substantially all the Company's electric plant was mortgaged as of 
December 31, 1993.
(b) Substantial amounts of Crescent Resources, Inc.'s real estate 
development projects, land and buildings are pledged as collateral.
(c) Nantahala Power and Light's loan agreements impose net worth 
restrictions and limitations on disposal of assets and payment of cash 
dividends.

As of December 31, 1993 and 1992, the Company had $40,000,000 in 
pollution-control revenue bonds backed by an unused, two-year revolving 
credit facility of $40,000,000 and $130,000,000 in commercial paper backed 
by an unused, three-year $130,000,000 revolving credit facility.  These 
facilities are on a fee basis. Both the $40,000,000 in pollution-control 
bonds and the $130,000,000 in commercial paper are included in long-term 
debt.
As of December 31, 1993, Crescent Resources, Inc. had $52,064,000 in 
mortgage loans which mature in 1997 and require monthly payments of 
principal. Interest rates are variable and ranged from 4.21 percent to 
5.08 percent as of December 31, 1993. Nantahala Power and Light had 
$33,000,000 in senior notes maturing in 2011 and 2012 as of December 31, 
1993. The two notes carry fixed interest rates of 9.21 percent and 7.45 
percent and require prepayments beginning 1997 and 1998, respectively.
The annual maturities of consolidated long-term debt, including 
capitalized lease principal payments through 1998, are $90,398,000 in 
1994; $89,888,000 in 1995; $13,264,000 in 1996; $223,810,000 in 1997 and 
$54,522,000 in 1998.
                                   11
<PAGE>

Note 10. Fair Value of Financial Instruments

Estimated fair value amounts have been determined by the Company using 
available market information and appropriate valuation methodologies.  
Judgment is required in interpreting market data to develop the estimates 
of fair value. Accordingly, the estimates determined as of December 31, 
1993, are not necessarily indicative of the amounts that the Company could 
realize in a current market exchange.

Cash, Short-term investments and Notes payable
The carrying amount approximates fair value because of the short maturity 
of these instruments.

Long-term debt (excluding Capitalized leases) and Preferred stock with 
sinking fund requirements
Fair value is based on market price estimates. As a result of substantial 
refinancing activity in 1993 and 1992, the Company's book value of 
consolidated long-term debt and preferred stock is not materially 
different from fair market value as of December 31, 1993.

Nuclear decommissioning trust funds
External funds have been established, as required by the Nuclear 
Regulatory Commission, as a mechanism to fund certain costs of nuclear 
decommissioning. (See Note 16.) These nuclear decommissioning trust funds 
are primarily invested in intermediate-term municipal bonds. As of 
December 31, 1993, the Company's book value of its nuclear decommissioning 
trust funds is not materially different from fair market value.

Note 11. Investment in Joint Ventures

Certain investments in joint ventures are accounted for by the equity 
method. The Company's ownership in domestic and international joint 
ventures is 50 percent or less. Total assets of these joint ventures as of 
December 31, 1993 and 1992, were $972 million and $433 million, 
respectively. The Company's proportionate share of these assets was $241 
million and $163 million, respectively. Total liabilities of these joint 
ventures as of December 31, 1993 and 1992, were $413 million and $321 
million, respectively. The Company's proportionate share of the 
liabilities was $139 million and $132 million, respectively. Of the $413 
million total liabilities outstanding at December 31, 1993, $290 million 
represents non-recourse debt for which the Company bears no responsibility 
in the event the joint venture defaults on the debt. The Company's portion 
of net income from the joint ventures for the years ended December 31, 
1993 and 1992, was $2,601,000 and ($1,179,000).

Note 12. Retirement Benefits
A. Retirement Plan

The Company and its operating subsidiaries, with the exception of 
Nantahala Power and Light Company, which maintains its own retirement 
plans, have a non-contributory, defined benefit retirement plan covering 
substantially all their employees. The benefit is based on years of 
creditable service and the employee's average compensation based on the 
highest compensation during a consecutive sixty-month period. Prior to 
1992, benefits have been reduced by a Social Security adjustment for 
employees age sixty-five and over and for early retirees with no 
creditable service prior to September 1, 1980. During 1991, the Company 
amended its plan for employees who retire after December 31, 1991. The 
effect of this amendment was to reduce benefits by a Social Security 
adjustment for all retirees. The plan was amended in 1992 to permit 
participants with 30 years of creditable service to retire as early as age 
51. The Company's policy is to fund pension costs as accrued. During 1993, 
the Company made a one-time contribution of $50,000,000 to enhance the 
funded position of the plan.

Net periodic pension cost for the years ended December 31, 1993, 1992 and 
1991, include the following components (dollars in 
thousands):


<TABLE>
<CAPTION>

                                                        1993       1992        1991
<S>                                                     <C>        <C>         <C>
Service cost benefit earned during the year             $39,514    $35,701     $37,286
Interest cost on projected benefit obligation            93,347     85,613      79,175
Actual return on plan assets                           (117,898)   (50,897)   (127,978)
Amount deferred for recognition                          35,652    (32,277)     52,574
Expected return on plan assets                          (82,246)   (83,174)    (75,404)
Net amortization                                          4,137      3,812       4,347
    Net periodic pension cost                           $54,752    $41,952     $45,404
</TABLE>
                                      12
<PAGE>

A reconciliation of the funded status of the plan to the amounts 
recognized in the Consolidated Balance Sheets as of December 31, 1993 and 
1992, is as follows (dollars in thousands):

<TABLE>
<CAPTION>

                                         1993            1992
<S>                                      <C>             <C>
Accumulated benefit obligation:
   Vested benefits                        $(1,087,705)    $(920,228)
   Nonvested benefits                          (3,946)       (2,915)
Accumulated benefit obligation            $(1,091,651)    $(923,143)
Fair market value of plan assets, 
  consisting primarily of short-term 
  investments and cash equivalents, 
  common stocks, real estate investments 
  and government and industrial bonds      $1,137,992      $980,661
Projected benefit obligation               (1,311,921)   (1,132,410)
Unrecognized net experience loss              265,566       204,145
Unrecognized prior service cost reduction     (42,705)      (45,911)
Remaining unrecognized transitional obligation  1,068         1,202
    Prepaid pension cost                      $50,000        $7,687
</TABLE>

In determining the projected benefit obligation, the weighted-average 
assumed discount rate used was 7.50 percent in 1993 and 8.25 percent in 
1992 and 1991. The assumed increase in future compensation level for 
determining the projected benefit obligation is based on an age-related 
basis. The weighted-average salary increase was 4.50 percent in 1993, 5.40 
percent in 1992 and 5.65 percent in 1991. The expected long-term rate of 
return on plan assets used in determining pension cost was 8.40 percent in 
1993 and 9.25 percent in 1992 and 1991.
During 1993 the Company offered an enhanced early retirement option, 
Limited Period Separation Opportunity (LPSO), for eligible employees. The 
Company recorded an additional one-time expense for special termination 
benefits associated with LPSO of approximately $7,611,000.

B. Postretirement Benefits

The Company and its operating subsidiaries, with the exception of 
Nantahala Power and Light Company, which maintains its own postretirement 
benefit plans, currently provides certain health care and life insurance 
benefits for retired employees. Employees become eligible for these 
benefits if they retire at age 55 or greater with 10 years of service; or 
if they retire as early as age 51 with 30 years or more of service. 
Employees retiring after January 1, 1992, receive a fixed Company 
allowance, based on years of service, to be used to pay medical insurance 
premiums. The Company reserves the right to terminate, suspend, withdraw, 
amend or modify the plans in whole or in part at any time.
In 1992, the Company commenced funding the maximum amount allowable 
under section 401(h) of the Internal Revenue Code, which provides for tax 
deductions for contributions and tax-free accumulation of investment 
income. Such amounts partially fund the Company's medical and dental 
postretirement benefits. The Company has also established a Retired Lives 
Reserve, which has tax attributes similar to 401(h) funding, to partially 
fund its postretirement life insurance obligation. The Company contributed 
$14,648,000 into these funding mechanisms in 1993 and $19,338,000 in 1992.
In 1992, the Company implemented a new accounting standard that 
requires postretirement benefits to be recognized as earned by employees 
rather than recognized as paid. Prior to 1992, the cost of retiree 
benefits was recognized as the benefits were paid. Amounts paid by the 
Company for 1991 amounted to $11,900,000.
                                13
<PAGE>

(continued from page 13)

Net periodic postretirement benefit cost for the years ended December 31, 
1993 and 1992, include the following components (dollars in thousands):


<TABLE>
<CAPTION>

                                                              1993        1992
<S>                                                          <C>          <C>
Service cost benefit earned during the  year                 $4,974       $4,644
Interest cost on accumulated postretirement benefit  
  obligation                                                 25,482       23,347
Actual return on plan assets                                 (4,143)      (2,953)
Amount deferred for recognition                                 334        1,061
Expected return on plan assets                               (3,809)      (1,892)
Straight line - 20 year amortization of transition 
  obligation                                                 13,479       13,479
Other amortization                                              278          160
Net periodic postretirement benefit cost                    $40,404      $39,738
</TABLE>

A reconciliation of the funded status of the plan to the amounts 
recognized in the Consolidated Balance Sheets as of December 31, 
1993 and 1992, is as follows (dollars in thousands):


<TABLE>
<CAPTION>

                                                                  1993          1992
<S>                                                               <C>           <C>
Fair market value of plan assets, consisting primarily
  of short-term investments and cash equivalents, common stocks,
  real estate investments and government and industrial bonds      $57,840      $41,634
Actives eligible to retire                                         (21,810)     (14,954)
Actives not eligible to retire                                     (90,621)     (74,900)
Retirees and surviving spouses                                    (238,522)    (213,018)
Accumulated postretirement benefit obligation                     (350,953)    (302,872)
Unrecognized prior service cost                                      1,923        2,083
Unrecognized net experience (gain)/loss                             29,127       (2,501)
Unrecognized transitional obligation                               242,629      256,108
(Accrued) postretirement benefit cost                             $(19,434)     $(5,548)
</TABLE>

In determining the accumulated postretirement benefit obligation (APBO), 
the weighted-average assumed discount rate used was 7.50 percent in 1993 
and 8.25 percent in 1992. The assumed increase in future compensation 
level is determined on an age-related basis. The weighted-average salary 
increase was 4.50 percent in 1993, 5.40 percent in 1992 and 5.65 percent 
in 1991. The expected long-term rate of return on 401(h) assets used in 
determining postretirement benefits cost was 8.40 percent in 1993 and 9.25 
percent in 1992. For Retired Lives Reserve assets, 7.125 percent was used 
in 1993 and 1992.
The assumed medical inflation rate was approximately 13 percent in 
1993. This rate decreases by 0.5 percent to 1.0 percent per year until a 
rate of 5.5 percent is achieved in the year 2002, which remains fixed 
thereafter.
A 1.0 percent increase in the medical and dental trend rates produces a 
6.25 percent ($1,903,213) increase in the aggregate service and interest 
cost. The increase in the APBO attributable to a 1.0 percent increase in 
the medical and dental trend rates is 6.69 percent ($23,483,182) as of 
December 31, 1993.

Note 13. Commitments and Contingencies
A. Construction Program

Projected construction and nuclear fuel costs, both including allowance 
for funds used during construction, are $2.3 billion and $394 million, 
respectively, for 1994 through 1996. The program is subject to periodic 
review and revisions, and actual construction costs incurred may vary from 
such estimates. Cost variances are due to various factors, including 
revised load estimates, environmental matters and cost and availability of 
capital. 

B. Nuclear Insurance

The Company maintains nuclear insurance coverage in three areas: liability 
coverage, property, decontamination and decommissioning coverage, and 
extended accidental outage coverage to cover increased generating costs 
and/or replacement power purchases. The Company is being reimbursed by the 
other joint owners of the Catawba Nuclear Station for certain expenses 
associated with nuclear insurance premiums paid by the Company.
Pursuant to the Price-Anderson Act, the Company is required to insure 
against public liability claims resulting from nuclear incidents to the 
full limit of liability of approximately $9.4 billion.  The maximum 
required private primary insurance of $200 million has been purchased 
along with a like amount to cover certain worker tort claims. The 
remaining amount, currently $9.2 billion, which will be increased by $75.5 
million as each additional commercial nuclear reactor is 
                               14
<PAGE>

licensed, has been provided through a mandatory industry-wide excess 
secondary insurance program of risk pooling. The $9.2 billion could also 
be reduced by $75.5 million for certain nuclear reactors that are no 
longer operational and may be exempted from the risk pooling insurance 
program. Under this program, licensees could be assessed retrospective 
premiums to compensate for damages in the event of a nuclear incident at 
any licensed facility in the nation. If such an incident occurs and public 
liability damages exceed primary insurances, licensees may be assessed up 
to $75.5 million for each of their licensed reactors, payable at a rate 
not to exceed $10 million a year per licensed reactor for each incident. 
The $75.5 million amount is subject to indexing for inflation. This amount 
is further subject to a surcharge of 5 percent (which is included in the 
above $9.4 billion figure) if funds are insufficient to pay claims and 
associated costs. If retrospective premiums were to be assessed, the other 
joint owners of the Catawba Nuclear Station are obligated to assume their 
pro rata share of such assessment.
The Company is a member of Nuclear Mutual Limited (NML), which provides 
$500 million in primary property damage coverage for each of the Company's 
nuclear facilities. If NML's losses ever exceed its reserves, the Company 
will be liable, on a pro rata basis, for additional assessments of up to 
$42 million. This amount represents 5 times the Company's annual premium 
to NML.
The Company is also a member of Nuclear Electric Insurance Limited 
(NEIL) and purchases $1.4 billion of insurance through NEIL's excess 
property, decontamination and decommissioning liability insurance program.  
If losses ever exceed the accumulated funds available to NEIL for the 
excess property, decontamination and decommissioning liability program, 
the Company will be liable, on a pro rata basis, for additional 
assessments of up to $46 million. This amount is limited to 7.5 times the 
Company's annual premium to NEIL for excess property, decontamination and 
decommissioning liability insurance.  The other joint owners of Catawba 
are obligated to assume their pro rata share of any liability for 
retrospective premiums and other premium assessments resulting from the 
NEIL policies applicable to Catawba. The Company has also purchased an 
additional $400 million of excess property damage insurance for its Oconee 
and McGuire plants and $800 million for its Catawba plant through a pool 
of stock and mutual insurance companies.
The Company participates in a NEIL program that provides insurance for 
the increased cost of generation and/or purchased power resulting from an 
accidental outage of a nuclear unit. Each unit of the Oconee, McGuire and 
Catawba Nuclear Stations is insured for up to approximately $3.5 million 
per week, after a 21-week deductible period, with declining amounts per 
unit where more than one unit is involved in an accidental outage. 
Coverages continue at 100 percent for 52 weeks, and 67 percent for the 
next 104 weeks. If NEIL's losses for this program ever exceed its 
reserves, the Company will be liable, on a pro rata basis, for additional 
assessments of up to $30 million. This amount represents 5 times the 
Company's annual premium to NEIL for insurance for the increased cost of 
generation and/or purchased power resulting from an accidental outage of a 
nuclear unit. The other joint owners of Catawba are obligated to assume 
their pro rata share of any liability for retrospective premiums and other 
premium assessments resulting from the NEIL policies applicable to the 
joint ownership agreements.

C. Other

The other joint owners of the Catawba Nuclear Station and the Company are 
involved in various proceedings related to the Catawba joint ownership 
contractual agreements. The basic contention in each proceeding is that 
certain calculations affecting bills under these agreements should be 
performed differently. These items are covered by the agreements between 
the Company and the other Catawba joint owners which have been previously 
approved by the Company's retail regulatory commissions. (For additional 
information, see Note 3.) The Company and two of the four joint owners 
have entered into a proposed settlement agreement which, if approved by 
the regulators, will resolve all issues in contention in such proceedings 
between the Company and these owners. The Company recorded a liability as 
an increase to Other current liabilities on its Consolidated Balance 
Sheets of approximately $105 million in 1993 to reflect this proposed 
settlement. In addition, future estimated obligations in connection with 
the settlement are reflected in estimates of purchased capacity 
obligations in Note 3. As the Company expects the costs associated with 
this settlement will be recovered as part of the purchased capacity 
levelization, the Company has included approximately $105 million as an 
increase to Purchased capacity costs on its Consolidated Balance Sheets. 
Therefore, the Company believes the ultimate resolution of these matters 
should not have a material adverse effect on the results of operations or 
financial position of the Company.
Although the two other Catawba joint owners, who are not parties to the 
above settlement, have not fully quantified the dollars associated with 
their claims in the presently outstanding proceedings, information 
associated with these proceedings indicates that the amount in contention 
could be as high as $110 million through December 31, 1993. Arbitration 
hearings were held in 1992 involving substantially all the disputed 
amounts, and a decision interpreting the language of the agreements on 
certain of these matters was issued on October 1, 1993. Further 
proceedings will be required to determine the amounts associated with this 
decision as it relates to these owners, some of which may involve refunds. 
However, the Company expects the costs associated with this decision will 
be included in and recovered as part of the purchased capacity 
levelization consistent with prior orders of the retail regulatory 
commissions. Therefore, the Company believes the ultimate resolution of 
these matters should not have a material adverse effect on the results of 
operations or financial position of the Company.
The Company is also involved in legal, tax and regulatory proceedings 
before various courts, regulatory commissions and governmental agencies 
regarding matters arising in the ordinary course of business, some of 
which involve substantial amounts.  Management is of the opinion that the 
final disposition of these proceedings will not have a material adverse 
effect on the results of operations or the financial position of the 
Company.
                              15
<PAGE>

Note 14. Other Income

For the years ended December 31, 1993, 1992 and 1991, the Company reported 
carrying charges on purchased capacity levelization deferral related to 
the joint ownership of the Catawba Nuclear Station of $32,180,000, 
$28,820,000 and $28,765,000 (net of taxes), respectively, as components of 
"Other, net" and "Income taxes - other, net"on the Consolidated Statements 
of Income. (For additional information on purchased capacity levelization, 
see Note 3.)
Also included in "Other, net" and "Income taxes - other, net" on the 
Consolidated Statements of Income is income provided by diversified 
activities and the Company's subsidiaries of $21,996,000, $25,728,000 and 
$23,587,000 (net of taxes) for years ended December 31, 1993, 1992 and 
1991, respectively. The activities of Crescent Resources, Inc., the 
Company's real estate development and forest management subsidiary, 
generated the majority of subsidiary and non-electric earnings. Other 
components include subsidiary investment income, fees for engineering 
services, construction and operation of generation and transmission 
facilities outside the Company's current service area, water operations 
and merchandising.
For the year ended December 31, 1991, the Company recorded a net of tax 
carrying charge of $36,765,000 on costs incurred on the Bad Creek 
Hydroelectric Station after commercial operation but prior to recovery of 
costs through rates. This carrying charge is a component of "Other, net" 
in the Consolidated Statements of Income.

Note 15. Reclassification

In the Consolidated Statements of Cash Flows, Consolidated Balance Sheets 
and the Consolidated Statements of Capitalization, certain prior-year 
information has been reclassified to conform with 1993 classifications.

Note 16. Nuclear Decommissioning Costs

Estimated site-specific nuclear decommissioning costs, including the cost 
of decommissioning plant components not subject to radioactive 
contamination, total approximately $955 million stated in 1990 dollars. 
This amount includes the Company's 12.5 percent ownership in the Catawba 
Nuclear Station. The other joint owners of the Catawba Nuclear Station are 
liable for providing decommissioning related to their ownership interests 
in the station. Both the NCUC and the PSCSC have granted the Company 
recovery of the estimated site-specific decommissioning costs through 
retail rates over the expected remaining service periods of the Company's 
nuclear plants. Such estimates presume that units will be decommissioned 
as soon as possible following the end of their license life. Although 
subject to extension, the current operating licenses for the Company's 
nuclear units expire as follows: Oconee 1 and 2 - 2013, Oconee 3 - 2014; 
McGuire 1 - 2021, McGuire 2 - 2023; and Catawba 1 - 2024, Catawba 2 - 
2026. 
The Nuclear Regulatory Commission (NRC) issued a rule-making in 1988 
which requires an external mechanism to fund the estimated cost to 
decommission certain components of a nuclear unit subject to radioactive 
contamination. In addition to the required external funding, the Company 
maintains an internal reserve to provide for decommissioning costs of 
plant components not subject to radioactive contamination. During 1993, 
the Company expensed approximately $52.5 million which was contributed to 
the external funds and accrued an additional $5.0 million to the internal 
reserve. The balance of the external funds as of December 31, 1993, was 
$118.5 million. The balance of the internal reserve as of December 31, 
1993, was $200.0 million and is reflected in Accumulated depreciation and 
amortization on the Consolidated Balance Sheets. Management's opinion is 
that the estimated site-specific decommissioning costs being recovered 
through rates, when coupled with assumed after-tax fund earnings of 4.5 
percent to 5.5 percent, are currently sufficient to provide for the cost 
of decommissioning based on the Company's current decommissioning 
schedule.
                                16
<PAGE>

Independent Auditors' Report

Duke Power Company:

We have audited the accompanying consolidated balance sheets and consolidated 
statements of capitalization of Duke Power Company and subsidiaries (the 
Company) as of December 31, 1993 and 1992, and the related consolidated 
statements of income, retained earnings and cash flows for each of the three 
years in the period ended December 31, 1993. These financial statements are 
the responsibility of the Company's management. Our responsibility is to 
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. 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 consolidated financial statements 
present fairly, in all material respects, the financial position of the Company
at December 31, 1993 and 1992, and the results of its operations and its cash 
flows for each of the three years in the period ended December 31, 1993 in 
conformity with generally accepted accounting principles. As discussed in Note 
4 to the consolidated financial statements, the Company changed its method of 
accounting for income taxes to conform with Statement of Financial Accounting 
Standards No. 109.

Deloitte & Touche
Deloitte & Touche
Charlotte, North Carolina
February 11, 1994


Responsibility for Financial Statements

The financial statements of Duke Power Company are prepared by management, 
which is responsible for their integrity and objectivity. The statements are 
prepared in conformity with generally accepted accounting principles 
appropriate in the circumstances to reflect in all material respects the 
substance of events and transactions which should be included. The other 
information in the annual report is consistent with the financial statements. 
In preparing these statements, management makes informed judgments and 
estimates of the expected effects of events and transactions that are currently
being reported.

The Company's system of internal accounting control is designed to provide 
reasonable assurance that assets are safeguarded and transactions 
are executed according to management's authorization. Internal accounting 
controls also provide reasonable assurance that transactions are recorded 
properly, so that financial statements can be prepared according to generally 
accepted accounting principles. In addition, the Company's accounting controls 
provide reasonable assurance that errors or irregularities which could be 
material to the financial statements are prevented or are detected by employees
within a timely period as they perform their assigned functions. The Company's 
accounting controls are continually reviewed for effectiveness. In addition, 
written policies, standards and procedures, and a strong internal audit 
program augment the Company's accounting controls.

The Board of Directors pursues its oversight role for the financial statements 
through the audit committee, which is composed entirely of 
directors who are not employees of the Company. The audit committee meets with 
management and internal auditors periodically to review the work of each 
group and to monitor each group's discharge of its responsibilities. The audit 
committee also meets periodically with the Company's independent auditors, 
Deloitte & Touche. The independent auditors have free access to the audit 
committee and the Board of Directors to discuss internal accounting control, 
auditing and financial reporting matters without the presence of management.

David L. Hauser
David L. Hauser
Controller
                                      17
<PAGE>

Management's Discussion and Analysis of Results of Operations and Financial 
Condition


Results of Operations
Earnings and Dividends
Earnings per share increased 27 percent from $2.21 in 1992 to $2.80 in 1993. 
The increase was primarily due to higher kilowatt-hour sales and a one-time 
charge taken in 1992 related to a rate refund to North Carolina retail 
customers of $.32 per share. (For additional information on the refund, see 
Liquidity and Resources "Rate Matters," page 19.) The increase was partially 
offset by higher operating and maintenance expenses, additional charitable 
contributions to the Duke Power Company Foundation and an increase in the 
federal income tax rate caused by the Omnibus Budget Reconciliation Act of 
1993. Higher general taxes also decreased earnings.

Earnings per share increased from $2.60 in 1991 to $2.80 in 1993, indicating 
an average annual growth rate of 4 percent. Total Company earned return on 
average common equity was 13.6 percent in 1993 compared to 11.1 percent in 
1992 and 13.5 percent in 1991.

The Company continued its practice of increasing the common stock dividend 
annually. Common dividends per share increased from $1.68 in 1991 to $1.84 in 
1993, rising at an average annual rate of 5 percent. Indicated annual 
dividends per share increased to $1.88.

Revenue and Sales
Revenues increased at an average annual rate of 6 percent from 1991 to 1993, 
primarily because of increased overall kilowatt-hour sales and the November 
1991 rate increases.

Kilowatt-hour sales for 1993 increased 7 percent compared to 1992.  Sales to 
residential customers increased by 9 percent reflecting colder winter weather 
and a hotter-than-normal summer. General service customer kilowatt-hour sales 
increased by 7 percent as a result of both continued economic growth and 
weather trends cited above. Sales to other-industrial customers and textile 
customers increased by 6 percent and 2 percent, respectively, as a result of 
the continued economic growth in the Company's service area.

Operating Expenses 
From 1992 to 1993, non-fuel operating and maintenance expenses rose 4 percent. 
Administrative and general expenses increased partly because of increased 
pension expenses to reflect more conservative investment return assumptions 
and one-time costs associated with a voluntary separation option offered 
during the first quarter of 1993. A winter storm during the first quarter of 
1993 also increased non-fuel operating and maintenance expenses. These 
increases from 1992 to 1993 were partially offset by lower nuclear and fossil 
maintenance expenses resulting from lower outage costs.

Non-fuel operating and maintenance expenses increased at an average annual 
rate of 5 percent from 1991 to 1993. Administrative and general expenses 
increased over this period because of the implementation of a new accounting 
standard in January 1992 that reflects accrual basis accounting for certain 
postretirement health care and life insurance benefits, in addition to the 
reasons cited in the preceding paragraph. Operating and maintenance expenses 
for fossil and hydro plants also increased from 1991 to 1993. Fossil increases 
were caused by bringing refurbished units back on-line, and hydro increases 
were the result of the completion of the Bad Creek Hydroelectric Station in 
late 1991.

Net interchange and purchased power decreased at an average annual rate of 1 
percent from 1991 to 1993. A slight decline in the amount of purchased power 
from the other Catawba joint owners as recognized on the income statement was 
substantially offset by increased purchases from other utilities. (For 
additional information on the Catawba purchase power agreements, see Note 3 to 
the Consolidated Financial Statements.) 

Fuel expense increased at an average annual rate of 6 percent from 1991 to 
1993. The increase was due primarily to higher system production requirements 
that were satisfied by increased fossil generation. A continued decline of 
fuel prices over this period helped to offset the overall increase in fuel 
expenses. 

From 1991 to 1993, depreciation and amortization expense increased at an 
average annual rate of 6 percent primarily because of the completion of the 
Bad Creek Hydroelectric Station in 1991 and added investment in distribution 
property. 

Other Income and Interest Deductions
Allowance for funds used during construction (AFUDC) represented 5 percent of 
earnings for common stock in 1993 compared to 13 percent in 1991. The decrease 
is primarily the result of the completion of the Bad Creek Hydroelectric 
Station in 1991. AFUDC is expected to represent less than 10 percent of total 
earnings during the next three years.

The carrying charge, net of associated taxes, on the purchased capacity 
levelization deferral related to the joint ownership of the Catawba Nuclear 
Station represented 6 percent of total earnings in 1993, compared to 6 percent 
in 1992 and 5 percent in 1991. This carrying charge and the related tax 
benefits are included in Other, net and Income taxes---other, net, 
respectively. The growth in this carrying charge is due to the increasing 
cumulative impact of the Company's funding of purchased power costs which 
current rates are expected to collect in future periods. The Company recovers 
the accumulated balance, including the carrying charge, when the declining 
purchased capacity payments drop below the levelized revenues. (For additional 
information on purchased capacity levelization, see Capital Needs "Purchased 
Capacity Levelization," page 20.)

Interest on long-term debt decreased at an average annual rate of 3 percent 
from 1991 to 1993. The decrease is due to the Company's refinancing of higher 
cost debt beginning in late 1991 and continuing throughout 1993. From 1992 to 
1993, Other interest decreased as a result of the one-time impact in 1992 of 
approximately $27 million in interest paid to North Carolina retail customers 
due to a rate refund.

Income provided by diversified activities and the Company's subsidiaries was 
$22.0 million in 1993 compared to $25.7 million in 1992 and $23.6 million in 
1991. The activities of Crescent Resources, Inc., the Company's real estate 
development  and forest management subsidiary, generated the majority of 
subsidiary and non-electric earnings. Other components include subsidiary 
investment income, fees for engineering services, construction and operation 
of generation and transmission
                                  18
<PAGE>

facilities outside the Company's service area, water operations and 
merchandising.

Liquidity and Resources
Rate Matters
During 1991, the Company filed in both the North Carolina and South Carolina 
retail jurisdictions its only requests for general rate increases since 1986. 
The rate increases were primarily needed to recover costs associated with the 
construction of the Bad Creek Hydroelectric Station. In North Carolina, the 
Company requested a 9.22 percent rate increase and was granted a 4.15 percent 
increase, which resulted in additional annual revenues of $100.1 million. In 
South Carolina, a 7.29 percent increase was requested and a 3.0 percent rate 
increase was granted, resulting in additional annual revenues of $30.2 
million. 

Also in 1991, the Company filed a request for a wholesale rate increase with 
the Federal Energy Regulatory Commission (FERC). A negotiated settlement 
between the Company and the wholesale customers was approved by the FERC on 
March 31, 1992. The approved agreement, effective April 1, 1992, provided for 
a 3.3 percent rate increase, resulting in $2.1 million in additional annual 
revenues.

The North Carolina Supreme Court on April 22, 1992, remanded for the second 
time the Company's 1986 rate order to the North Carolina Utilities Commission 
(NCUC). In this ruling, the Court held that the record from the 1986 
proceedings failed to support the rate of return on common equity of 13.2 
percent authorized by the NCUC after the initial decision of the Court 
remanding the 1986 rate order. The NCUC issued a final order dated October 26, 
1992, authorizing a 12.8 percent return on common equity for the period 
October 31, 1986, through November 11, 1991. This order resulted in a 1992 
refund to North Carolina retail customers of approximately $95 million, 
including interest.

The Company has a bulk power sales agreement with Carolina Power & Light 
Company (CP&L) to provide CP&L 400 megawatts of capacity as well as associated 
energy when needed for a six-year period which began July 1, 1993. Electric 
rates in all regulatory jurisdictions were reduced by adjustment riders to 
reflect capacity revenues received from this CP&L bulk power sales agreement.

The other joint owners of the Catawba Nuclear Station and the Company are 
involved in various proceedings related to the Catawba joint ownership 
contractual agreements. The basic contention in each proceeding is that 
certain calculations affecting bills under these agreements should be 
performed differently. These items are covered by the agreements between the 
Company and the other Catawba joint owners which have been previously approved 
by the Company's retail regulatory commissions. (For additional information on 
Catawba joint ownership, see Note 3 to the Consolidated Financial Statements.) 
The Company and two of the four joint owners have entered into a proposed 
settlement agreement which, if approved by the regulators, will resolve all 
issues in contention in such proceedings between the Company and these owners. 
The Company recorded a liability as an increase to Other current liabilities 
on its Consolidated Balance Sheets of approximately $105 million in 1993 to 
reflect this proposed settlement. In addition, future estimated obligations in 
connection with the settlement are reflected in estimates of purchased 
capacity obligations in Note 3. As the Company expects the costs associated 
with this settlement will be recovered as part of the purchased capacity 
levelization, the Company has included approximately $105 million as an 
increase to Purchased capacity costs on its Consolidated Balance Sheets. 
Therefore, the Company believes the ultimate resolution of these matters 
should not have a material adverse effect on the results of operations or 
financial position of the Company.

Although the two other Catawba joint owners, who are not parties to the above 
settlement, have not fully quantified the dollars associated with their claims 
in the presently outstanding proceedings, information associated with these 
proceedings indicates that the amount in contention could be as high as $110 
million, through December 31, 1993. Arbitration hearings were held in 1992 
involving substantially all the disputed amounts, and a decision interpreting 
the language of the agreements on certain of these matters was issued on 
October 1, 1993. Further proceedings will be required to determine the amounts 
associated with this decision as it relates to these owners, some of which may 
involve refunds. However, the Company expects the costs associated with this 
decision will be included in and recovered as part of the purchased capacity 
levelization consistent with prior orders of the retail regulatory 
commissions. Therefore, the Company believes the ultimate resolution of these 
matters should not have a material adverse effect on the results of operations 
or financial position of the Company.

The Company is also involved in legal, tax and regulatory proceedings before 
various courts, regulatory commissions and governmental agencies regarding 
matters arising in the ordinary course of business, some of which involve 
substantial amounts. Management is of the opinion that the final disposition 
of these proceedings will not have a material adverse effect on the results of 
operations or the financial position of the Company.

Cash From Operations
In 1993, net cash provided by operating activities accounted for 46 percent of 
total cash from operating, financing and investing activities compared to 50 
percent in 1992 and 77 percent in 1991. For 1993 and 1992, essentially all the 
Company's capital needs, exclusive of refinancing activities, were met by cash 
generated from operations.

Financing and Investing Activities
The Company's capital structure, including subsidiary capitalization, at year-
end 1993 was 52 percent common equity, 39 percent long-term debt and 9 percent 
preferred stock. This structure is consistent with the Company's target to 
maintain an "AA" credit rating. As of December 31, 1993, the Company's bonds 
were rated "AA" by Fitch Investors Service, "Aa2" by Moody's Investors 
Service, and "AA-" by Standard & Poor's Ratings Group and Duff & Phelps.

As a result of favorable market conditions, the Company continued refinancing 
activities to retire higher cost debt and preferred stock. During 1993, the 
Company obtained proceeds from the issuance of $1.5 billion in long-term debt 
and $220 million in preferred stock, most of which were used to retire $1.4 
billion of long-term debt and $216 million of preferred stock.
                                 19
<PAGE>

In 1992, the Company issued $940 million in long-term debt. Most of these 
proceeds, combined with the proceeds from bonds issued in late 1991, were used 
to redeem $884 million of long-term debt. During 1992, the Company also issued 
$284 million of preferred stock, most of which was used to redeem $229 million 
of preferred stock. 

Also on April 6, 1992, the Company redeemed all outstanding shares of the 
Cumulative Preference Stock 6 3/4 percent Convertible Series AA at its par 
value of $100 per share.

The Company's embedded cost of long-term debt for 1993 decreased to 8.01 
percent compared to 8.39 percent in 1992 and 8.72 percent in 1991. The 
embedded cost of preferred stock declined to 6.76 percent in 1993 from 7.05 
percent in 1992 and 7.48 percent in 1991. These decreases are primarily the 
result of the Company's refinancing activities. Downward trends in embedded 
costs may level off because of fewer refinancing opportunities. 

Fixed Charges Coverage
Fixed charges coverage using the SEC method increased to 4.68 times for 1993 
compared to 3.48 and 3.85 times, respectively, in 1992 and 1991. Fixed charges 
coverage, excluding AFUDC and the return on purchased capacity levelization, 
was 4.40 times in 1993 compared to 3.27 in 1992 and 3.46 in 1991 and the 
Company goal of 3.5 times. In 1992, the coverage under both methods was lower 
because of the impact of the rate refund. 

Capital Needs
Property Additions and Retirements
Additions to property and nuclear fuel of $676 million and retirements of $312 
million resulted in an increase in gross plant of $364 million in 1993.

Since January 1, 1991, additions to property and nuclear fuel of $2.1 billion 
and retirements of $780 million have resulted in an increase in gross plant of 
$1.3 billion.

Construction Expenditures
Plant construction costs for generating facilities, including AFUDC, decreased 
from $232 million in 1991 to $182 million in 1993. Completion of the Bad Creek 
Hydroelectric Station in 1991 was a significant part of the decrease. 
Construction costs for distribution plant, including AFUDC, decreased from 
$275 million in 1991 to $240 million in 1993.

Projected construction and nuclear fuel costs, both including AFUDC, are $2.3 
billion and $394 million, respectively, for 1994 through 1996. Total projected 
construction costs include expenditures for the construction of the Lincoln 
Combustion Turbine Station and replacement of certain steam generators at the 
McGuire Nuclear Station and the Catawba Nuclear Station. (For additional 
information on steam generator replacement, see Current Issues "Stress 
Corrosion Cracking," page 22.) For 1994 through 1996, the Company anticipates 
funding its projected construction and nuclear fuel costs through the internal 
generation of funds and, to a lesser extent, through the issuance of 
securities, primarily First and Refunding Mortgage Bonds.

Purchased Capacity Levelization
The rates established in the Company's retail jurisdictions permit the Company 
to recover its investment in both units of the Catawba Nuclear Station and the 
costs associated with contractual purchases of capacity from the other Catawba 
joint owners. The contracts relating to the sales of portions of the station 
obligate the Company to purchase a declining amount of capacity from the other 
joint owners. In the North Carolina retail jurisdiction, regulatory treatment 
of these contracts provides revenue for recovery of the capital costs and the 
fixed operating and maintenance costs of purchased capacity on a levelized 
basis. In the South Carolina retail jurisdiction, revenues are provided for 
the recovery of the capital costs of purchased capacity on a levelized basis, 
while current rates include recovery of fixed operating and maintenance 
expenses.

These rate treatments require the Company to fund portions of the purchased 
power payment until these costs, including carrying charges, are recovered at 
a later date. The Company recovers the accumulated costs and carrying charges 
when the declining purchased capacity payments drop below the levelized 
revenues. In the North Carolina and wholesale jurisdictions, purchased 
capacity payments continue to exceed levelized revenues. In the South Carolina 
jurisdiction, cumulative levelized revenues have exceeded purchased capacity 
payments. Jurisdictional levelizations are intended to recover total costs, 
including allowed returns, and are subject to adjustments, including final 
true-ups.

Meeting Future Power Needs
The Company's strategy for meeting customers' present and future energy needs 
is composed of three components: supply-side resources, demand-side resources 
and purchased power resources. To assist in determining the optimal 
combination of these three resources, the Company uses its integrated resource 
planning process. The goal is to provide adequate and reliable electricity in 
an environmentally responsible manner through cost-effective power management. 

The Company is building a combustion turbine facility in Lincoln County, North 
Carolina. The Lincoln Combustion Turbine Station will consist of 16 combustion 
turbines with a total generating capacity of 1,184 megawatts. The estimated 
total cost of the project is approximately $500 million. Current plans are for 
ten units to begin commercial operation by the end of 1995 and the remaining 
six to begin commercial operation before the end of 1996. The Lincoln facility 
will provide capacity at periods of peak demand.

Demand-side management programs are a part of meeting the Company's future 
power needs. These programs benefit the Company and its customers by providing 
for load control through interruptible control features, shifting usage to 
off-peak periods, increasing usage during off-peak periods, and by promoting 
energy efficiency. In return for participation in demand-side management 
programs, customers may be eligible to receive various incentives which help 
to reduce their electric bills. Demand-side management programs such as 
Industrial Interruptible Service and Residential Load Control can be used to 
manage capacity availability problems. Energy-efficiency programs such as 
high-efficiency chillers, high-efficiency heat pumps and high-efficiency air 
conditioners are other examples of current demand-side management programs. 
The November 1991 rate orders of the NCUC and The Public Service Commission of 
South Carolina (PSCSC) provided for recovery in rates of a designated level
                                 20
<PAGE>

of costs for demand-side management programs and allowed the deferral for 
later recovery of certain demand-side management costs that exceed the 
level reflected in rates, including a return on the deferred costs. As 
additional demand-side costs are incurred, the Company ultimately expects 
recovery of associated costs, which are currently being deferred, through 
rates. The annual costs deferred, including the return, were approximately 
$26 million in 1993 and $18 million in 1992.

The purchase of capacity and energy is also an integral part of meeting future 
power needs. The Company currently has under contract 500 megawatts of 
capacity from other generators of electricity.

Current Issues
While the Company improved its financial performance in 1993 compared to 1992, 
the ability to maintain and improve its current level of earnings will depend 
on several factors. Future trends in the Company's earnings will depend on the 
continued economic growth in the Piedmont Carolinas, the Company's ability to 
contain costs, its ability to maintain competitive prices, the outcome of 
various legislative and regulatory actions and the success of the Company's 
diversified activities.

Resource Optimization. The Company has been engaged in a concentrated effort 
to more efficiently and effectively use its resources through better work 
practices. During the first quarter of 1993, the Company offered a Limited 
Period Separation Opportunity program (LPSO) which gave employees the option 
of leaving the Company for a lump sum severance payment and, for qualifying 
employees, enhanced retirement benefits. Implementing programs such as LPSO 
and other efficiency practices has resulted in a continued workforce reduction 
and in streamlined workflows. The number of full-time employees has decreased 
from 19,945 at year-end 1990 to 18,274 at year-end 1993. Included in these 
amounts are 496 and 789 employees of subsidiaries and affiliates for 1990 and 
1993, respectively.

Income Tax Accounting Change. In January 1993, the Company implemented a 
standard as required by the Financial Accounting Standards Board (FASB) that 
requires a liability approach for financial accounting and reporting for 
income taxes. While classification of certain items on the Consolidated 
Balance Sheets has changed, principally because certain items previously 
reported net of tax are now being reported on a gross basis, there is no 
material effect on the Company's results of operations. 

Nuclear Decommissioning Costs. Estimated site-specific nuclear decommissioning 
costs, including the cost of decommissioning plant components not subject to 
radioactive contamination, total approximately $955 million stated in 1990 
dollars. This amount includes the Company's 12.5 percent ownership in the 
Catawba Nuclear Station. The other joint owners of the Catawba Nuclear Station 
are liable for providing decommissioning related to their ownership interests 
in the station. Both the NCUC and the PSCSC have granted the Company recovery 
of the estimated site-specific decommissioning costs through retail rates over 
the expected remaining service periods of the Company's nuclear plants. Such 
estimates presume that units will be decommissioned as soon as possible 
following the end of their license life. Although subject to extension, the 
current operating licenses for the Company's nuclear units expire as follows: 
Oconee 1 and 2 - 2013, Oconee 3 - 2014; McGuire 1 - 2021, McGuire 2 - 2023; 
and Catawba 1 - 2024, Catawba 2 - 2026.

The Nuclear Regulatory Commission (NRC) issued a rule-making in 1988 which 
requires an external mechanism to fund the estimated cost to decommission 
certain components of a nuclear unit subject to radioactive contamination. In 
addition to the required external funding, the Company maintains an internal 
reserve to provide for decommissioning costs of plant components not subject 
to radioactive contamination. During 1993, the Company expensed approximately 
$52.5 million which was contributed to the external funds and accrued an 
additional $5.0 million to the internal reserve. The balance of the external 
funds as of December 31, 1993, was $118.5 million. The balance of the internal 
reserve as of December 31, 1993, was $200.0 million and is reflected in 
Accumulated depreciation and amortization on the Consolidated Balance Sheets. 
Management's opinion is that the estimated site-specific decommissioning costs 
being recovered through rates, when coupled with assumed after-tax fund 
earnings of 4.5 percent to 5.5 percent, are currently sufficient to provide 
for the cost of decommissioning based on the Company's current decommissioning 
schedule.

Environmental Update. The Company is subject to federal, state and local 
regulations with regard to air and water quality, hazardous and solid waste 
disposal, and other environmental matters. The Company was an operator of 
manufactured gas plants prior to the early 1950s. The Company is entering into 
a cooperative effort with the State of North Carolina and other owners of 
certain former manufactured gas plant sites to investigate and, where 
necessary, remediate these contaminated sites. The State of South Carolina has 
expressed interest in entering into a similar arrangement. The Company is 
considered by regulators to be a potentially responsible party and may be 
subject to liability at two federal Superfund sites and two comparable state 
sites. While the cost of remediation of these sites may be substantial, the 
Company will share in any liability associated with remediation of 
contamination at such sites with other potentially responsible parties. 
Management is of the opinion that resolution of these matters will not have a 
material adverse effect on the results of operations or financial position of 
the Company.

The Clean Air Act Amendments of 1990. The Clean Air Act Amendments of 1990 
require a two-phase reduction by electric utilities in the aggregate annual 
emissions of sulfur dioxide and nitrogen oxide by the year 2000. The Company 
currently meets all requirements of Phase I. The Company supports the national 
objective of clean air in the most cost-effective manner and has already 
reduced emissions through the use of low-sulfur coal in its fossil plants, 
through efficient operations and by using nuclear generation. The sulfur 
dioxide provisions of the Act allow utilities to choose among various 
alternatives for compliance. The Company is currently developing a detailed 
                                    21
<PAGE>

compliance plan for Phase II requirements which must be filed with the 
Environmental Protection Agency (EPA) by 1996. A preliminary strategy, which 
allows for varying options, indicates that one-time costs associated with 
bringing the Company into compliance with the Act could be as high as $1 
billion, and that approximately $75 million in additional annual operating and 
maintenance expenses will be incurred as well. These one-time costs could be 
less depending on favorable developments in the emissions allowance market, 
future regulatory and legislative actions, and advances in clean air 
technology. All options within the preliminary strategy allow for full 
compliance of Phase II requirements by the year 2000.

Stress Corrosion Cracking (SCC). Stress corrosion cracking has occurred in the 
steam generators of Units 1 and 2 at the McGuire Nuclear Station and Unit 1 at 
the Catawba Nuclear Station. The Company is of the opinion that the SCC is 
caused by the defective design, workmanship and materials used by the 
manufacturer of the steam generators. Catawba Unit 2, which has certain design 
differences and came into service at a later date, has not yet shown the 
degree of SCC which has occurred in McGuire Units 1 and 2 and Catawba Unit 1. 
It is, however, too early in the life of Catawba Unit 2 to determine the 
extent to which SCC will be a problem. Although the Company has taken steps to 
mitigate the effects of SCC, the inherent potential for future SCC in the 
Catawba and McGuire steam generators still exists. The Company has begun 
planning for the replacement of steam generators and has set the following 
schedule to begin the process: McGuire Unit 1 - 1995, Catawba Unit 1 - 1996, 
McGuire Unit 2 - 1997. The Catawba Unit 2 steam generators have not been 
scheduled for replacement. The order of replacement is subject to change based 
on performance of the existing steam generators and on the overall performance 
of the three units. The Company has signed an agreement with Babcock & Wilcox 
International to purchase replacement steam generators. Steam generator 
replacement at each unit is expected to take approximately four months and 
cost approximately $170 million, excluding the cost of replacement power and 
without consideration of reimbursement of applicable costs by the other joint 
owners of Catawba Unit 1. Stress corrosion problems are excluded under the 
nuclear insurance policies.

The Company in connection with its McGuire and Catawba stations and on behalf 
of the other joint owners of the Catawba Station -- North Carolina Municipal 
Power Agency Number 1, North Carolina Electric Membership Corporation, 
Piedmont Municipal Power Agency and Saluda River Electric Cooperative, Inc. --
commenced a legal action on March 22, 1990. This action alleges that 
Westinghouse Electric Corporation (Westinghouse), the supplier of the steam 
generators, knew, or recklessly disregarded information in its possession, 
that the steam generators supplied to McGuire and Catawba stations would be 
susceptible to SCC and that Westinghouse deliberately concealed such 
information from the Company. The Company is seeking a judgment against 
Westinghouse for damages of approximately $600 million, including the cost of 
necessary remedial measures, the cost of replacement steam generators and 
payment for replacement power during the outages to accomplish the 
replacement. In addition to these damages, the Company is seeking punitive or 
treble damages and attorneys' fees. A trial date has been set for March 14, 
1994.

Competition. The Energy Policy Act of 1992 has far-reaching implications for 
the Company by moving utilities toward a more competitive environment. The Act 
reformed certain provisions of the Public Utility Holding Company Act of 1935 
(PUHCA) and removed certain regulatory barriers. For example, the Act allows 
utilities to develop independent electric generating plants in the United 
States for sales to wholesale customers, as well as to contract for utility 
projects internationally, without becoming subject to registration under PUHCA 
as an electric utility holding company. The Act requires transmission of power 
for third parties to wholesale customers, provided the reliability of service 
to the utility's local customer base is protected and the local customer base 
does not subsidize the third-party service. Although the Act does not require 
transmission access to retail customers, states can authorize such 
transmission access to and for retail electric customers.

The electric utility industry is predominantly regulated on a basis designed 
to recover the cost of providing electric power to its retail and wholesale 
customers. If cost-based regulation were to be discontinued in the industry, 
for any reason, including competitive pressure on the price of electricity, 
utilities might be forced to reduce their assets to reflect their market basis 
if such basis is less than cost. Discontinuance of cost-based regulation could 
also require some utilities to write off their regulatory assets. Management 
cannot predict the potential impact, if any, of these competitive forces on 
the Company's future financial position and results of operations. However, 
the Company is continuing to position itself to effectively meet these 
challenges by maintaining prices that are regionally and nationally 
competitive.

Subsidiary Activities. A major part of the future growth in the electric power 
market is anticipated to be outside the traditional regulated framework and, 
to a large extent, outside the United States. The Company, through its 
subsidiaries, is participating in these international opportunities and 
continues participating in domestic opportunities to provide additional value 
to its shareholders. Internationally, the Company is seeking opportunities to 
provide engineering consulting services, construction, operation and 
maintenance of generation facilities, and ownership of transmission and 
generation facilities. Although these opportunities are concentrated in areas 
that utilize the Company's expertise, they present different and greater risks 
than does the Company's core business. The Company considers only 
opportunities in which the expected returns are commensurate with the risks 
and makes efforts to mitigate such risks. At December 31, 1993, the Company 
had equity investments of $84.5 million in international transmission and 
generation facilities and $17.1 million in electric assets within the United 
States, but outside its current service area. The Company is actively pursuing 
additional international and domestic opportunities to capitalize on the 
future potential growth of this market.
                                  22
<PAGE>

                            SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                                           1993        1992         1991         1990            1989
<S>                                                        <C>         <C>          <C>          <C>             <C>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (thousands)
  Electric revenues (a).................................   $ 4,281,876  $ 3,961,484 $ 3,816,960  $ 3,705,131     $3,692,955
  Electric expenses (a).................................     3,467,811    3,236,789   3,110,137    3,062,348      2,988,355
    Electric operating income...........................       814,065      724,695     706,823      642,783        704,600
  Other income..........................................        71,269       85,007     150,905      146,740        101,826
    Income before interest deductions...................       885,334      809,702     857,728      789,523        806,426
  Interest deductions...................................       258,919      301,619     274,105      251,335        234,815
  Net income............................................       626,415      508,083     583,623      538,188        571,611
    Dividends on preferred and preference stock.........        52,429       56,407      54,683       52,616         52,477
  Earnings for common stock.............................   $   573,986     $451,676    $528,940    $ 485,572     $  519,134
COMMON STOCK DATA (B)
  Shares of common stock -- year-end (thousands)........       204,859      204,859     204,699      202,584        202,563
                         -- average (thousands).........       204,859      204,819     203,431      202,570        202,554
  Per share of common stock
  Earnings..............................................       $  2.80       $ 2.21      $ 2.60       $ 2.40         $ 2.56
  Dividends.............................................       $  1.84       $ 1.76      $ 1.68       $ 1.60         $ 1.52
  Book value -- year-end................................       $ 21.17       $20.26      $19.86       $18.84        $ 18.05


  Market price -- high-low............................. $44 7/8-35 3/8 $37 1/2-31 3/8 $35-26 3/4 $32 3/8-25 1/2 $28 1/4-21 3/8
               -- year-end..................................  $42 3/8    $36 1/8      $35             $ 30 5/8    $28 1/16
BALANCE SHEET DATA (thousands)
  Total assets.................................. $12,193,107    $10,950,387    $10,470,615    $10,083,507    $9,542,398
  Long-term debt................................ $ 3,285,397    $ 3,288,111    $ 3,159,575    $ 3,102,746    $2,822,442
  Preferred stock with sinking fund 
      requirements............................   $   281,000    $   279,519    $   228,650    $   239,800    $  247,825
ELECTRIC AND OTHER STATISTICS
  Kilowatt-hour sales (millions)
    Residential.................................      19,465         17,789         17,918         17,221        16,895
    General service.............................      16,904         15,818         15,586         15,032        14,206
    Industrial..................................      28,198         27,041         26,270         25,894        25,934
    Other energy and wholesale (a)(c)...........      11,337         10,360         10,132         10,468        11,969
      Total kilowatt-hour sales billed..........      75,904         71,008         69,906         68,615        69,004
    Unbilled kilowatt-hour sales................         154             34            (19)          (540)          370
      Total kilowatt-hour sales.................      76,058         71,042         69,887         68,075        69,374
  Residential customer data.....................
    Average annual KWH use......................      13,372         12,427         12,710         12,444        12,459
    Average revenue billed per KWH..............        7.32(cents)    7.38(cents)    7.10(cents)    7.07(cents)   7.09(cents)
  Sources of energy (millions of KWH) (d)
    Generated -- Coal...........................      34,097         28,999         26,455         27,262        26,175
    -- Nuclear (e)..............................      48,211         48,238         49,328         44,649        47,773
    -- Hydro (f)................................       1,582          1,834          1,545          1,879         1,520
    -- Oil and gas..............................          43              5              7             53            27
    Total generation............................      83,933         
79,076         77,335         73,843        75,495
  Purchased power and net interchange (a).......       1,750          1,403            587          1,531         1,158
    Total output................................      85,683         80,479         77,922         75,374        76,653
  Less: Other Catawba joint owners' share.......      13,821         14,313         12,280         11,735        12,566
  Plus: Purchases from other Catawba 
      joint owners..............................       8,810          9,466          8,525          8,658         9,809
      Total sources of energy...................      80,672         75,632         74,167         72,297        73,896
  Line loss and Company usage...................       4,614          4,590          4,280          4,222         4,522
      Total kilowatt-hour sales.................      76,058         71,042         69,887         68,075        69,374
  System average heat rate......................       9,921          9,974          9,996         10,007        10,013
  System load factor............................        60.2%          60.0%          59.4%          59.9%         61.8%
</TABLE>
 
(a) ELECTRIC REVENUES, ELECTRIC EXPENSES, KILOWATT-HOUR SALES AND NET
    INTERCHANGE AND PURCHASED POWER FOR THE YEARS 1989 AND 1990 INCLUDE A
    RECLASSIFICATION FOR CERTAIN POWER TRANSACTIONS PREVIOUSLY CLASSIFIED AS NET
    INTERCHANGE AND PURCHASED POWER PRIOR TO A 1990 FERC ORDER.
(b) ALL COMMON STOCK DATA REFLECTS THE TWO-FOR-ONE SPLIT OF COMMON STOCK ON
SEPTEMBER 28, 1990.
(c) INCLUDES SALES TO NANTAHALA POWER AND LIGHT COMPANY.
(d) DOES NOT INCLUDE OPERATING STATISTICS OF NANTAHALA POWER AND LIGHT COMPANY.
(e) INCLUDES 100% OF CATAWBA GENERATION.
(f) 1991 INCLUDES KWH OF THE BAD CREEK HYDROELECTRIC STATION PRIOR TO COMMERCIAL
OPERATION.
                                      23
<PAGE>

                            SELECTED FINANCIAL DATA
                            QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
                                                                 First        Second        Third       Fourth
Dollars in Thousands (except per-share data)                    Quarter       Quarter      Quarter      Quarter       Total
<S>                                                           <C>            <C>         <C>           <C>         <C>
1993 by quarter
  Electric Revenues........................................    $1,007,783     $987,218    $1,289,994    $996,881    $4,281,876
  Electric Operating Income................................       188,522      169,111       283,411     173,021       814,065
  Net Income...............................................       141,684      122,470       241,409     120,852       626,415
  Earnings Per Share.......................................         $0.63        $0.53         $1.12       $0.52         $2.80
1992 by quarter
  Electric Revenues........................................      $981,330     $899,319    $1,139,525    $941,310    $3,961,484
  Electric Operating Income................................       161,726      148,888       248,081     166,000       724,695
  Net Income...............................................       106,365       86,938       190,519     124,261       508,083
  Earnings Per Share.......................................         $0.45        $0.36         $0.85       $0.55         $2.21
</TABLE>
 
Generally, quarterly earnings fluctuate with seasonal weather conditions, timing
of rate changes and maintenance of electric generating units, especially nuclear
units.
                                  24

                             SUBSIDIARY HIGHLIGHTS
The earnings contribution of the Company's diversified activities and
subsidiaries was $22.0 million in 1993, $25.7 million in 1992 and $23.6 million
in 1991. (a)(b) Highlights of selected subsidiaries are presented below.
(dollars in thousands)
                             ELECTRIC POWER SUPPLY
Nantahala Power and Light Company provides service to a five-county area in the
western North Carolina mountains by its operation of 11 hydroelectric stations
and purchases of supplemental power.
<TABLE>
<CAPTION>
                                                                                       
                                                 1993       1992       1991
<S>                                              <C>        <C>        <C>
Assets net of  
  liabilities................................   $ 47,679   $ 42,910   $ 39,384
Net  
 income......  .............................    $  4,261   $  3,526   $  2,721
Number of employees  
 (c)..........................................        194        191        194
</TABLE>
 
                                FUNDS MANAGEMENT
Church Street Capital Corp. (CSCC) manages investment of funds for the Company
and is the parent company of several subsidiaries. CSCC has no full-time
employees.
<TABLE>
<CAPTION>
                                                                                   
                                                  1993        1992        1991
<S>                                               <C>         <C>         <C>
Short-term investments and marketable 
  securities...............................    $ 155,871   $ 173,347   $ 120,303
Investment income (after tax)...............   $   3,548   $   5,404   $   6,397
</TABLE>
 
Highlights of CSCC's subsidiaries are presented below:
 REAL ESTATE MANAGEMENT, LAND DEVELOPMENT
 Crescent Resources, Inc. is engaged in forest management, real estate
 development, and sales and leasing.
<TABLE>
<CAPTION>
                                                 1993        1992        1991
<S>                                              <C>         <C>         <C>
Asset net of  
  liabilities................................ $133,034   $ 110,949   $ 88,046
Net income (a)............................... $ 16,327   $  16,613   $  9,661
Number of employees (c)......................       77          73         69
</TABLE>
 
 ENGINEERING, CONSTRUCTION, TECHNICAL SERVICES AND POWER DEVELOPMENT
 Engineering, construction, technical services and power development
 opportunities are pursued nationally and internationally.
  Duke Engineering & Services, Inc. markets engineering, construction, quality
  assurance, consulting and other engineering-related services for utility
  facilities other than coal-fired plants.
  Duke/Fluor Daniel, a joint venture with Fluor Daniel, Inc., provides design,
  construction, operation and maintenance support primarily for coal-fired
  generating plants.
  Duke Energy Group, parent of Duke Energy Corp., structures, finances and
  manages investments in electric generation and transmission facilities.
<TABLE>
<CAPTION>
                                                  1993        1992       1991
<S>                                               <C>         <C>        <C>
Assets net of  
 liabilities..................................  $127,708   $ 36,687   $ 13,480
Net  
  income....................................... $      40   $     33   $  1,512
Number of employees  (c).......................       518         495        364
</TABLE>
 
(a) 1991 EXCLUDES THE CUMULATIVE EFFECT OF AN ACCOUNTING CHANGE OF $6,727,000,
    AFTER TAX.
(b) THE EARNINGS CONTRIBUTION OF THE COMPANY'S SUBSIDIARIES AND NON-ELECTRIC
    OPERATIONS INCLUDES ELIMINATION OF INTERCOMPANY PROFIT OF $509,000 AND
    $1,211,000, AFTER TAX, IN 1993 AND 1992, RESPECTIVELY.
(c) FULL-TIME EMPLOYEES.
                              25
<PAGE>


                         INDEPENDENT AUDITORS' CONSENT
     We consent to the incorporation by reference in Registration Statement
Nos. 33-59926, 33-60314, 33-19274, 33-50543, 33-50715 and 33-50617 of Duke
Power Company on Form S-3 and Registration Statement No. 2-72172 of Duke Power
Company on Form S-8 of our report dated February 11, 1994, appearing in this 
Form 8-K of Duke Power Company filed with the Securities and Exchange Commission
on February 18, 1994.

Deloitte & Touche
DELOITTE & TOUCHE
Charlotte, North Carolina
February 18, 1994
 
<PAGE>
                                   SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
                                         DUKE POWER COMPANY
  (Registrant)
                                         By      ELLEN T. RUFF
 
                                                  ELLEN T. RUFF
                                                    SECRETARY
Date: February 18, 1994
 


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