FLORIDA POWER CORP /
8-K, 1999-10-18
ELECTRIC SERVICES
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<PAGE>   1
    As filed with the Securities and Exchange Commission on October 18, 1999


                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 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):
                                October 14, 1999


<TABLE>
<CAPTION>
                  Exact name of Registrant as specified
Commission        in its charter, address of principal            State of        I.R.S. Employer
File No.          executive offices, telephone number           Incorporation    Identification No.

<S>               <C>                                           <C>              <C>
1-8349            FLORIDA PROGRESS CORPORATION                     Florida          59-2147112
                  One Progress Plaza
                  St. Petersburg, Florida 33701
                  Telephone (727) 824-6400

1-3274            FLORIDA POWER CORPORATION                        Florida          59-0247770
                  One Progress Plaza
                  St. Petersburg, Florida 33701
                  Telephone (727) 820-5151
</TABLE>


The address of neither registrant has changed since the last report.

This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation. Information contained herein relating
to an individual registrant is filed by that registrant on its own behalf.
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.




<PAGE>   2



Item 5.   Other Events

         In light of ongoing securities offerings by Florida Progress
Corporation ("Florida Progress") and its subsidiaries, including Florida Power
Corporation ("Florida Power") and Progress Capital Holdings, Inc., the following
information is being presented pending distribution of the combined Florida
Progress and Florida Power Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999:

         Florida Progress issued an Investor News report dated October 14, 1999
reporting third quarter 1999 earnings. A copy of the Investor News report is
being filed herewith as Exhibit 99.

         In addition, Edward Moneypenny, Florida Progress' Senior Vice President
and Chief Financial Officer, has indicated that he was reasonably comfortable
that Florida Progress' financial results could range from $3.10 to $3.15
earnings per share for 1999 on an operating basis, or an increase of about 8.4%
to 10% over 1998, excluding the impact of a one-time $.04 per share gain related
to the buyout of a purchase power contract associated with a cogeneration
facility. He also indicated that, assuming a base range of $3.10 to $3.15 for
1999, and assuming Florida Progress can achieve its earnings growth rate target
of 5% per year, earnings per share for 2000 would be approximately $3.30.

         Florida Progress also would like to report the following additional
information:

Litigation Updates

1.       STATE OF OKLAHOMA, EX REL. JOHN P. CRAWFORD, INSURANCE COMMISSIONER V.
         MID- CONTINENT LIFE INSURANCE COMPANY, DISTRICT COURT OF OKLAHOMA
         COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97-2518-62

         STATE OF OKLAHOMA, EX REL, JOHN P. CRAWFORD, INSURANCE COMMISSIONER AS
         RECEIVER FOR MID-CONTINENT LIFE INSURANCE COMPANY V. FLORIDA PROGRESS
         CORPORATION, A FLORIDA CORPORATION, JACK BARRON CRITCHFIELD, GEORGE
         RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN, RICHARD DONALD
         KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS RICHARD DLOUHY,
         ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR., DISTRICT COURT OF
         OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO. CJ-97- 2518-62 (PART OF
         THE SAME CASE NOTED ABOVE).

         MICHAEL FARRIMOND, PAMELA S. FARRIMOND, ANGELA FRY, JOWHNA HILL, AND
         BARBARA HODGES, FOR THEMSELVES AND ALL OTHERS SIMILARLY SITUATED V.
         FLORIDA PROGRESS CORPORATION, A FLORIDA CORPORATION, JACK BARRON
         CRITCHFIELD, GEORGE RUPPEL, THOMAS STEVEN KRZESINSKI, RICHARD KORPAN,
         RICHARD DONALD KELLER, JAMES LACY HARLAN, GERALD WILLIAM MCRAE, THOMAS
         RICHARD DLOUHY, ANDREW JOSEPH BEAL AND ROBERT TERRY STUART, JR.,
         DISTRICT COURT OF OKLAHOMA COUNTY, STATE OF OKLAHOMA, CASE NO.
         CJ-99-130-65.

                                        2

<PAGE>   3



         See prior discussion of this matter in the 1998 Form 10-K, Item 3,
paragraph 6; the First Quarter Form 10-Q, Part II, Item 1, paragraph 3; and the
Second Quarter Form 10-Q, Part II, Item 1, paragraph 3. In the rehabilitation
proceeding, in October 1999, Oklahoma Insurance Commissioner Fisher signed a
Letter of Intent with Iowa-based Life Investors Insurance Company of America, a
wholly owned subsidiary of AEGON USA, Inc., concerning the assumption of all
policies of Mid-Continent Life Insurance Company ("MCL"). Pursuant to a second
Letter of Intent between the Commissioner and Florida Progress, Florida Progress
would assign all of MCL's stock to the receiver, and contribute $10 million to
help offset future premium rate increases or coverage reductions. The $10
million would be held in escrow and invested for the benefit of the
policyholders, and is expected to yield approximately $20 million. Any proposed
premium increases would be offset by this fund until it is exhausted. The
receiver in turn would seek to obtain court approval to release Florida Progress
from the receivership court and the dismissal with prejudice of currently
pending litigation by policyholders, and would cooperate in obtaining the
dismissal of any other currently pending or future litigation. The MCL plan is
scheduled to be considered by the Oklahoma County District Court in December
1999.

         In the related Farrimond case, the Defendants' motion to dismiss was
granted on October 12, 1999.

2.       LISA FRUCHTER, ON BEHALF OF HERSELF AND ALL OTHERS SIMILARLY SITUATED
         V. FLORIDA PROGRESS CORPORATION; RICHARD KORPAN; CLARENCE V. MCKEE;
         RICHARD A. NUNIS; JEAN GILES WITTNER; MICHAEL P. GRANEY; JOAN D.
         RUFFIER; ROBERT T. STUART, JR.; W.D. FREDERICK; AND VINCENT J. NAIMOLI.
         CIRCUIT COURT OF THE 6TH JUDICIAL CIRCUIT IN AND FOR PINELLAS COUNTY,
         FLORIDA. CASE NO. 99-6167CI-20

         In August 1999, Florida Progress announced that it entered into an
Agreement and Plan of Exchange with Carolina Power & Light Company ("CP&L") and
CP&L Holdings, Inc., a wholly owned subsidiary of CP&L ("Holdco"). Under the
terms of the Agreement, all of the outstanding shares of common stock of Florida
Progress would be acquired by Holdco in a statutory share exchange. On September
27, 1999, Florida Progress and its directors were served with the
above-referenced lawsuit, that was filed on September 14, 1999, seeking class
action status and injunctive relief (1) declaring that the Agreement and Plan of
Exchange was entered into in breach of the fiduciary duties of the Florida
Progress board of directors, (2) enjoining Florida Progress from proceeding with
the share exchange, (3) rescinding the Agreement and Plan of Exchange, (4)
enjoining any other business combination until an auction is conducted to obtain
the highest price possible for Florida Progress, (5) directing the Florida
Progress board of directors to commence such an auction, and (6) awarding the
class appropriate damages. The complaint also seeks an award of costs and
attorneys' fees. Florida Progress believes this suit is without merit, and
intends to vigorously defend against this action.





                                        3

<PAGE>   4



A caution about forward looking statements

         This report contains certain forward looking statements, including
projections regarding Florida Progress' earnings per share and the yield on
amounts to be escrowed for the benefit of MCL policyholders. These statements,
and any other statements contained herein that are not historical facts, are
forward-looking statements that are based on a series of projections and
estimates regarding the economy, the electric utility business and Florida
Progress' other businesses in general. Key factors that have a direct impact on
the ability to attain these projections include escrow investment results,
continued annual growth in customers, successful cost containment efforts and
the efficient operation of Florida Power's existing and future generating units.
If these projections and estimates regarding the economy, the electric utility
business and other factors differ materially from what actually occurs, or if
various legal or regulatory proceedings have unfavorable outcomes, then actual
results could vary significantly from the performance projected in the
forward-looking statements.


Item 7.  Financial Statements and Exhibits

         (c)  Exhibits:

<TABLE>
<CAPTION>
Exhibit Number (by
reference to Item 601
of Regulation S-K)         Description of Exhibit
<S>                        <C>
99                         Florida Progress Corporation Investor News report
                           dated October 14, 1999.
</TABLE>
















                                        4

<PAGE>   5




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          FLORIDA PROGRESS CORPORATION

                                          FLORIDA POWER CORPORATION


                                          By: /s/ Pamela A. Saari
                                             --------------------------------
                                          Pamela A. Saari
                                          Treasurer of each Registrant



Date: October 14, 1999



                                        5

<PAGE>   6




                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit No.       Description of Exhibit

<S>               <C>
99                Florida Progress Corporation Investor News report dated
                  October 14, 1999.
</TABLE>






























                                        6



<PAGE>   1



          FLORIDA                         -------------------------------------
[LOGO]    PROGRESS                        INVESTOR
          CORPORATION                             NEWS


          Analyst Contacts:
          Greg Beuris (727) 820-5734
          Lauran Willoughby (727) 820-5737



FLORIDA PROGRESS REPORTS THIRD-QUARTER EARNINGS

ST. PETERSBURG, FLORIDA, OCTOBER 14, 1999 - Florida Progress Corporation
(NYSE:FPC) reported third-quarter 1999 earnings of $137.3 million, or $1.40 per
share, compared with 1998 earnings of $117.3 million, or $1.21 per share. The
substantial earnings growth for the quarter resulted from strong customer and
non-weather usage growth at Florida Power Corporation, the company's electric
utility and largest subsidiary, along with significant growth at Electric Fuels
Corporation, lead company for its diversified operations.

For the nine months ended September 30, 1999, Florida Progress reported earnings
of $281.5 million, or $2.87 per share, a 14.6-percent increase over the nine
months ended September 30, 1998 earnings of $245.6 million, or $2.53 per share.

A RECONCILIATION OF FLORIDA PROGRESS' 1999 THIRD-QUARTER EARNINGS PER SHARE IS
AS FOLLOWS:

<TABLE>
<S>                                                                         <C>
     1998 FLORIDA PROGRESS 3RD QTR EPS                                               $ 1.21
        FLORIDA POWER
           Customer & non-weather usage growth                               0.13
           Estimated weather impact on sales                                (0.05)
           1998 Accelerated amortization                                     0.04
           Depreciation & amortization                                      (0.03)
           Interest, AFUDC & other                                           0.02
                                                                           ------
                                                                                       0.11
        ELECTRIC FUELS                                                                 0.13
        CORPORATE & OTHER                                                             (0.05)
                                                                                     ------
     1999 FLORIDA PROGRESS 3RD QTR EPS                                               $ 1.40
                                                                                     ======


</TABLE>

                            FLORIDA POWER CORPORATION

Florida Power reported earnings of $120.5 million, or $1.23 per share, for the
third quarter of 1999, compared with 1998 results of $108.8 million, or $1.12
per share.

Florida Power's total kilowatt-hour sales during the third quarter of 1999,
increased 5.1 percent over the same period in 1998. Increased retail sales of
3.3 percent accounted for almost half of the improvement, despite a return to
more normal weather conditions when compared with the third quarter of 1998.

                                   -- more --



<PAGE>   2

Page 2
Florida Progress Corporation
Investor News - Third-Quarter Earnings






Florida Power served approximately 27,000 new retail customers during the third
quarter compared with last year, as it continued to benefit from strong
residential and commercial customer growth of 1.9 percent and 3.2 percent,
respectively.

Florida's strong economy, with unemployment well below the national average, is
another factor contributing to Florida Power's retail sales growth.

Wholesale kilowatt-hour sales were up 18.3 percent in the third quarter of 1999,
compared with the same period in 1998. The increase was primarily due to
additional kilowatt-hour sales to Florida Power's largest wholesale customer,
Seminole Electric Cooperative. Most of the 1999 sales to Seminole Electric were
billed under a new, restructured contract that became effective in January 1999.
As a result, non-fuel revenues from sales to Seminole Electric were essentially
unchanged from last year.

Depreciation and amortization expense decreased $2.7 million in the third
quarter of 1999, compared with last year. Excluding $7 million of accelerated
Tiger Bay amortization in the third quarter of 1998, depreciation and
amortization expense increased $4.3 million. The increase was largely
attributable to the 500-megawatt Hines plant, which was placed in service during
the second quarter of 1999.

                           ELECTRIC FUELS CORPORATION

Electric Fuels earned $23.4 million, or $.24 per share, in the third quarter of
1999, compared with $10.5 million, or $.11 per share, in 1998. The substantial
increase in earnings per share was primarily due to synthetic fuel sales by the
Energy and Related Services group and an income tax true-up related to synfuel
sales.

Earnings at the Energy and Related Services group were up $6.5 million before an
income tax adjustment, compared with the same period last year. Sales of a
coal-based synthetic fuel and the related tax credits accounted for most of the
increase.

Due primarily to the rapid growth of the synfuel operations and the resulting
increase in expected synfuel tax credits available for 1999, the Company reduced
the estimate of its expected 1999 effective tax rate. The lower effective tax
rate reduced income tax expense by $6 million compared with the tax expense that
would have been recorded using the effective tax rate that was utilized in prior
1999 quarters. The only effect of the true-up is on the timing of recognizing
the tax credits this year.

Earnings from the Inland Marine Transportation group were essentially unchanged
from the third quarter of 1998. The benefits of a larger barge fleet were offset
by higher diesel fuel costs and low-water conditions that limited barge tonnage
on the Ohio River.

Results at the Rail Services group increased $1.7 million, compared with 1998.
The 44-percent increase was due to higher earnings from the mechanical and
trackwork divisions and sales of railcars from the lease portfolio.

                                   -- more --



<PAGE>   3
Page 3
Florida Progress Corporation
Investor News - Third-Quarter Earnings






                               CORPORATE AND OTHER

Corporate and other expenses increased $.05 per share, resulting in a $.07 loss
in the third quarter of 1999, compared with a $.02 loss in 1998. On August 23,
Florida Progress and Carolina Power & Light announced that the two companies had
agreed to combine. Transaction costs incurred by Florida Progress associated
with this combination reduced third-quarter results by $.05 a share.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $6.4 billion. Its principal subsidiary is Florida Power, one of
the nation's leading electric utilities committed to serving its 1.4 million
customers in Florida with competitively priced energy, excellent reliability,
and outstanding customer service. Diversified operations include rail services,
marine operations and coal mining.













                                       ###

<PAGE>   4
FLORIDA PROGRESS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME                                        PAGE 4


<TABLE>
<CAPTION>

(UNAUDITED)                                           (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

                                                      THREE MONTHS ENDED         NINE MONTHS ENDED          TWELVE MONTHS ENDED
                                                         SEPTEMBER 30               SEPTEMBER 30               SEPTEMBER 30
                                                  -----------------------     -----------------------     -----------------------
                                                     1999          1998          1999          1998          1999          1998
                                                  ---------     ---------     ---------     ---------     ---------     ---------
REVENUES:
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
    Electric utility                              $   794.9     $   795.6     $ 2,037.3     $ 2,024.6     $ 2,660.9     $ 2,615.1
    Diversified                                       312.4         235.9         866.7         697.5       1,141.3         956.1
- ---------------------------------------------------------------------------------------------------------------------------------
                                                    1,107.3       1,031.5       2,904.0       2,722.1       3,802.2       3,571.2
- ---------------------------------------------------------------------------------------------------------------------------------
EXPENSES:
    Electric utility:
      Fuel                                            191.5         188.9         448.7         434.0         610.4         548.9
      Purchased power                                 106.7         122.3         305.4         332.1         407.1         445.0
      Energy conservation cost                         25.4          24.5          61.9          60.1          81.4          77.8
      Operations and maintenance                      108.0         108.3         325.9         326.9         470.6         430.7
      Extended nuclear outage -
         O&M and replacement power costs                0.0           0.0           0.0           5.1           0.0          47.4
      Depreciation and amortization                    86.8          89.5         260.8         260.9         347.0         359.5
      Taxes other than income taxes                    56.9          57.5         159.9         158.4         205.1         202.1
- ---------------------------------------------------------------------------------------------------------------------------------
                                                      575.3         591.0       1,562.6       1,577.5       2,121.6       2,111.4
- ---------------------------------------------------------------------------------------------------------------------------------
    Diversified:
      Cost of sales                                   273.6         201.0         768.4         587.6       1,008.0         813.6
      Loss related to life insurance subsidiary          --            --            --           0.0           0.0          96.3
      Other                                            30.3          11.4          60.7          43.0          74.0          61.1
- ---------------------------------------------------------------------------------------------------------------------------------
                                                      303.9         212.4         829.1         630.6       1,082.0         971.0
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS                                228.1         228.1         512.3         514.0         598.6         488.8
- ---------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE AND OTHER:
    Interest expense                                   42.3          46.2         131.2         141.2         177.1         187.5
    Allowance for funds used during construction       (0.4)         (4.4)         (6.7)        (12.4)        (11.2)        (15.2)
    Distributions on subsidiary-obligated
      mandatorily redeemable preferred securities       5.3           0.0           9.9           0.0           9.9           0.0
    Other expense/(income), net                        (7.5)          1.9         (10.8)          3.0         (14.0)          7.7
- ---------------------------------------------------------------------------------------------------------------------------------
                                                       39.7          43.7         123.6         131.8         161.8         180.0
- ---------------------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                            188.4         184.4         388.7         382.2         436.8         308.8
    Income taxes                                       51.1          67.1         107.2         136.6         119.2         138.9
- ---------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                        $   137.3     $   117.3     $   281.5     $   245.6     $   317.6     $   169.9
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE SHARES OF COMMON
    STOCK OUTSTANDING                                  98.3          97.0          97.9          97.0          97.7          97.1
=================================================================================================================================
EARNINGS PER AVERAGE COMMON SHARE
    (BASIC and DILUTED)                           $    1.40     $    1.21     $    2.87     $    2.53     $    3.25     $    1.75
=================================================================================================================================

</TABLE>


REGARDING THESE FINANCIAL STATEMENTS:

IN JUNE 1998, FLORIDA POWER RESTATED ITS FINANCIAL RESULTS FOR THE SECOND, THIRD
AND FOURTH QUARTERS OF 1997 TO REFLECT RECOGNITION OF THE EXTENDED NUCLEAR
OUTAGE COSTS AS INCURRED. THE CHANGE AFFECTED THE FINANCIAL RESULTS FOR THE
INTERIM REPORTING PERIODS BUT DID NOT HAVE ANY AFFECT ON THE RESULTS FOR THE
FISCAL YEAR ENDED 1997. EFFECTIVE DECEMBER 31, 1997, THE COMPANY DECONSOLIDATED
THE ACCOUNTS OF MID-CONTINENT LIFE INSURANCE COMPANY AND ESTABLISHED A PROVISION
FOR LOSS FOR THE FULL AMOUNT OF ITS INVESTMENT. THE DECONSOLIDATION HAS NOT BEEN
REFLECTED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF PRIOR PERIODS. THESE ARE
INTERIM STATEMENTS. REFERENCE SHOULD BE MADE TO FLORIDA PROGRESS CORPORATION'S
1998 ANNUAL REPORT TO SHAREHOLDERS. THIS REPORT DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.



<PAGE>   5
                          Florida Progress Corporation
                Selected Financial Information (Unaudited)
                                                                          Page 5


<TABLE>
<CAPTION>
                                        Three Months Ended  Percent   Nine Months Ended  Percent   Twelve Months Ended   Percent
                                           September 30     Positive     September 30    Positive      September 30     Positive
                                         1999      1998    (Negative)   1999     1998   (Negative)    1999      1998   (Negative)
                                        -------   -------  ---------- -------   ------- ----------  -------   -------  ---------
<S>                                     <C>       <C>           <C>   <C>       <C>          <C>    <C>       <C>           <C>
Earnings (Loss) Per Share:
 Florida Power Corporation              $  1.23   $  1.12       9.8   $  2.54   $  2.29      10.9   $  2.82   $  2.73       3.3
                                        -------   -------             -------   -------             -------   -------
 Electric Fuels Corporation                0.24      0.11     118.2      0.48      0.30      60.0      0.61      0.41      48.8
 Corporate and other                      (0.07)    (0.02)     n/m*     (0.15)    (0.06)     n/m*     (0.18)    (0.16)    (12.5)
                                        -------   -------             -------   -------             -------   -------
 Diversified continuing before
   non-recurring                           0.17      0.09      88.9      0.33      0.24      37.5      0.43      0.25      72.0
                                        -------   -------             -------   -------             -------   -------
 Continuing operations before
   non-recurring                           1.40      1.21      15.7      2.87      2.53      13.4      3.25      2.98       9.1

Impact of nuclear outage                      0         0        --         0         0        --         0     -0.27        --
Loss related to life insurance
   subsidiary                                 0         0        --         0         0        --         0      0.96        --
                                        -------   -------             -------   -------             -------   -------
  Total                                 $  1.40   $  1.21      15.7   $  2.87   $  2.53      13.4   $  3.25   $  1.75      85.7
                                        =======   =======             =======   =======             =======   =======

Avg. shares outstanding (millions)         98.3      97.0       1.3      97.9      97.0       0.9      97.7      97.1       0.6

Dividends per share                     $ 0.545   $ 0.535       1.9   $ 1.635   $ 1.605       1.9   $ 2.170   $ 2.130       1.9

Book value per share:
 Florida Power Corporation                                                                          $ 19.49   $ 18.99       2.6
 Consolidated                                                                                       $ 20.61   $ 19.22       7.2


</TABLE>
<TABLE>
<CAPTION>
                                                                                            September 30          September 30
                                   September 30                                                 1999                  1998
                                 1999        1998                                         Amount   Percent     Amount      Percent
                               -------      -------                                   --------------------------------------------
<S>                              <C>          <C>                                      <C>           <C>      <C>            <C>
Equity investments (percent):                          Capitalization (in millions):
 Florida Power Corporation       85.00        89.00      Common stock                  $2,029.3      43.2     $1,865.1       41.4
 Electric Fuels Corporation      13.00        11.00      Preferred securities             333.5       7.1         33.5        0.7
 Other subsidiaries               2.00            0      Long-term debt                 2,177.5      46.4      2,348.1       52.2
                               -------      -------
   Total                           100       100.00      Short-term debt                  152.8       3.3        254.6        5.7
                               -------      -------                                    -------------------------------------------
                                                             Total                     $4,693.1     100.0     $4,501.3      100.0
                                                                                       -------------------------------------------


</TABLE>

Note: In June 1998, Florida Power restated its financial results for the second,
      third and fourth quarters of 1997 to reflect recognition of the extended
      nuclear outage costs as incurred. The change affected the financial
      results for the interim reporting periods but did not have any affect on
      results for the fiscal year ended 1997.

*  not meaningful


<PAGE>   6

                            Florida Power Corporation
                  Selected Statistical Data (Unaudited)
                    (In millions, except billing degree days)

                                                                          Page 6


<TABLE>
<CAPTION>

                                  Three Months Ended              Nine Months Ended              Twelve Months Ended
                                     September 30       Percent      September 30       Percent      September 30          Percent
                                   1999        1998      Change    1999         1998     Change    1999          1998      Change
                               ----------   ----------  ------- ----------   ---------- ------- ----------   ----------    -------
<S>                            <C>          <C>            <C>  <C>          <C>          <C>   <C>          <C>           <C>
Revenues:
    Residential                $    446.9   $    445.0     0.4  $  1,072.5   $  1,089.2   (1.5) $  1,407.9   $  1,410.5    (0.2)
    Commercial                      180.0        174.4     3.2       464.7        451.8    2.9       621.8        593.9     4.7
    Industrial                       54.8         55.5    (1.3)      155.8        158.5   (1.7)      211.7        208.4     1.6
    Other retail sales               39.2         39.1     0.3       105.2        104.1    1.1       143.4        138.7     3.4
                               ----------   ----------          ----------   ----------         ----------   ----------
                                    720.9        714.0     1.0     1,798.2      1,803.6   (0.3)    2,384.8      2,351.5     1.4
    Wholesale sales                  72.1         74.3    (3.0)      164.7        155.0    6.3       215.5        200.6     7.4
                               ----------   ----------          ----------   ----------         ----------   ----------
                                    793.0        788.3     0.6     1,962.9      1,958.6    0.2     2,600.3      2,552.1     1.9
    Other electric revenues (1)      26.2         18.1    44.8        97.4         87.4   11.4        77.0         87.7   (12.2)
    Deferred fuel (2)               (24.3)       (10.8)   n/m*       (23.0)       (21.4)  n/m*       (16.4)       (24.7)   n/m*
                               ----------   ----------          ----------   ----------         ----------   ----------
        Total                  $    794.9   $    795.6    (0.1) $  2,037.3   $  2,024.6    0.6  $  2,660.9   $  2,615.1     1.8
                               ==========   ==========          ==========   ==========         ==========   ==========

Kilowatt-hour sales billed:
    Residential                   5,331.0      5,260.1     1.3    12,530.6     12,675.6   (1.1)   16,381.3     16,294.0     0.5
    Commercial                    3,046.0      2,880.9     5.7     7,769.5      7,409.5    4.9    10,359.3      9,751.8     6.2
    Industrial                    1,141.2      1,129.3     1.1     3,251.3      3,232.4    0.6     4,394.3      4,237.7     3.7
    Other retail sales              704.9        682.6     3.3     1,883.3      1,820.5    3.4     2,548.4      2,428.8     4.9
                               ----------   ----------          ----------   ----------         ----------   ----------
                                 10,223.1      9,952.9     2.7    25,434.7     25,138.0    1.2    33,683.3     32,712.3     3.0
    Wholesale sales               1,488.8      1,390.1     7.1     3,458.7      2,779.1   24.5     4,544.1      3,679.3    23.5
                               ----------   ----------          ----------   ----------         ----------   ----------
        Total electric sales     11,711.9     11,343.0     3.3    28,893.4     27,917.1    3.5    38,227.4     36,391.6     5.0
                               ==========   ==========          ==========   ==========         ==========   ==========

System Requirements (KWH)       12,131.00    11,403.00     6.4   30,115.00    29,193.00    3.2   38,684.00    37,126.00     4.2

KWH Sales (Billed & Unbilled):
    Retail                      10,194.00     9,873.00     3.3   25,882.00    25,738.00    0.6   33,595.00    32,862.00     2.2
    Wholesale                    1,621.00     1,370.00    18.3    3,781.00     3,051.00   23.9    4,553.00     3,728.00    22.1
                               ----------   ----------          ----------   ----------         ----------   ----------
                                11,815.00    11,243.00     5.1   29,663.00    28,789.00    3.0   38,148.00    36,590.00     4.3
                               ==========   ==========          ==========   ==========         ==========   ==========

Billing Degree Days:
    Cooling                      2,227.00     2,454.00    (9.3)   2,722.00     3,297.00  (17.4)   3,584.00     4,016.00   (10.8)
    Heating                            --           --      --      378.70       532.00  (28.8)     404.00       666.00   (39.3)


</TABLE>


Note:

(1)   In the 4th quarter of 1998, the FPSC approved the establishment of a
      regulatory liability for 1998 deferred earnings, which resulted in a $10
      million charge to Other electric revenues. In the second quarter of 1999,
      Florida Power recognized the $10 million in revenues and applied it to the
      amortization of the Tiger Bay regulatory asset, which resulted in no
      earnings impact. Other electric revenues include unbilled revenues.
(2)   Revenues include amounts resulting from fuel, purchased power, and energy
      conservation clauses which are designed to permit full recovery of these
      costs.

*   not meaningful



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