-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuevGWD5vQKCZDyMa6sLcUI1j2Y+9Cs5ifuCJ4ozIkeovh+pVoqcT2C9mbZk2wkx 5P4lePAaGxvkPW8RRaogWg== 0000950168-96-000358.txt : 19960229 0000950168-96-000358.hdr.sgml : 19960229 ACCESSION NUMBER: 0000950168-96-000358 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960228 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE POWER CO /NC/ CENTRAL INDEX KEY: 0000030371 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 560205520 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00351 FILM NUMBER: 96527081 BUSINESS ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242-0001 BUSINESS PHONE: 7045940887 MAIL ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242 U-3A-2 1 DUKE POWER U-3A-2 42239 File No. 69-351 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 To be filed annually prior to March 1 DUKE POWER COMPANY hereby files (on behalf of itself and all of the members of its consolidated group as described herein) with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. Duke Power Company (the "Claimant"), a North Carolina corporation, is engaged in the generation, transmission, distribution and sale of electric energy in the central portion of North Carolina and the western portion of South Carolina. Its service area, approximately two-thirds of which is located in North Carolina, covers about 20,000 square miles with an estimated population of 5,000,000 and includes a number of cities, of which the largest are Charlotte, Greensboro, Winston-Salem and Durham in North Carolina and Greenville and Spartanburg in South Carolina. During the year ended December 31, 1995, the Claimant's electric revenues amounted to approximately $4.4 billion, of which about 70% was derived from North Carolina and 30% from South Carolina. The Claimant is also engaged in a variety of diversified operations, most of which are organized in separate subsidiaries. The subsidiaries and diversified activities of the Claimant are organized into the Associated Enterprises Group. The Claimant's executive offices are located in the Power Building, 422 South Church Street, Charlotte, North Carolina 28242. (Reference is made to Form 10-K Annual Report of the Claimant for the year ended December 31, 1995, to be available after March 30, 1996, and hereby incorporated herein by reference for additional information concerning the business of Claimant.) The Claimant has the following active subsidiaries, all of which are wholly owned: 1. Nantahala Power and Light Company ("NP&L"), a North Carolina corporation, is engaged in the business of generating, transmitting and distributing electric power in western North Carolina. 2. Church Street Capital Corp. ("Church Street"), a Delaware corporation, manages investment funds and serves as the parent company for the non-electric operating subsidiaries in the Claimant's system. The Claimant has the following inactive subsidiaries, all of which are wholly owned: 1. Eastover Mining Company, a Kentucky corporation 2. Eastover Land Company, a Kentucky corporation 3. Catawba Mfg. & Electric Power Company, a North Carolina corporation 4. Western Carolina Power Company, a North Carolina corporation 5. Caldwell Power Company, a North Carolina corporation 6. Southern Power Company, a North Carolina corporation 7. Greenville Gas & Electric Light & Power Company, a South Carolina corporation 8. Wateree Power Company, a South Carolina corporation 9. Western Fuel, Inc., a Wyoming corporation 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which the claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. At December 31, 1995, the Claimant operated three nuclear generating stations, eight coal-fired stations and twenty-seven hydroelectric stations, all of which are located in North Carolina or South Carolina. The following is a list of the major generating stations owned by the Claimant at December 31, 1995: Facility Energy Source Net MW Oconee Nuclear 2,538 McGuire Nuclear 2,258 Catawba Nuclear 282(1) Belews Creek Coal 2,240 Marshall Coal 2,090 Allen Coal 1,140 Cliffside Coal 760 Others Coal 1,469 Bad Creek Hydroelectric 1,065 Jocassee Hydroelectric 610 Others Hydroelectric 1,007 Combustion Oil and gas 1,484 turbines ------------------- 1Represents the Claimant's 12-1/2 percent ownership share of the Catawba Nuclear Station. The Claimant is nearing completion of the Lincoln Combustion Turbine Station, a 16-turbine facility designed to provide capacity at periods of peak demand. The station will have a total generating capacity of 1,200 megawatts. Twelve of the sixteen units were placed into commercial operation in 1995, and the remaining four units are scheduled to begin commercial operation in 1996. The facility is designed to operate on either natural gas or oil. In addition to the electric generating plants described above, the Claimant owned, as of December 31, 1995, approximately 8,300 conductor miles of transmission lines, including 600 conductor miles of 500 kilovolts, 1,400 conductor miles of 220 kilovolts, 3,400 conductor miles of 100 kilovolts, and 2,900 conductor miles of 13 - 66 kilovolts. The Claimant also owned, as of December 31, 1995, approximately 73,500 conductor miles of distribution lines, including 47,000 conductor miles of rural overhead lines, 14,600 conductor miles of urban overhead lines, 6,700 conductor miles of rural underground lines and 5,200 conductor miles of urban underground lines. As of such date, the Claimant's transmission and distribution systems comprised approximately 1,600 substations with an installed transformer capacity of approximately 84,200,000 kVA. NP&L's generation facilities consist of eleven hydroelectric plants with an aggregate nameplate capacity of approximately 100 MW. Duke Power supplies all of NP&L's supplemental power needs from Duke Power's Tuckaseegee Substation near NP&L's Thorpe Plant. NP&L also has an interconnection of 161 kV with the Tennessee Valley Authority (TVA) at Santeetlah, North Carolina. The transmission backbone of the NP&L system is a 161 kV line from Duke's Tuckaseegee Substation to the interconnection with TVA at Santeetlah, with Nantahala substations at Robbinsville, Nantahala Plant, Oak Grove, Webster and Thorpe Plant. At these substations, voltage is stepped down and sent over lower voltage lines to customers. Reference is made to the map attached hereto as Exhibit D for the locations of principal generating plants, transmission lines, and distribution facilities of the Claimant and NP&L. Such map is incorporated herein by reference. 3. The following information for the last calendar year with respect to the claimant and each of its subsidiary public utility companies: (a) Number of kwh. of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. Number of kwh. of electric energy sold (at retail or wholesale): Company Kwh. Claimant(1) 67,856,309,000 (retail) 8,084,777,000(2) (wholesale) NP&L 869,013,000 (retail) 274,815,000(3) (wholesale) - -------------- 1 Excludes 796,094,000 Kwh for change in electric service rendered but not yet billed to customers. 2 Excludes 8,269,025,000 Kwh received by the other joint owners of the Catawba Nuclear Station, which represents delivery of the other joint owners' energy entitlements. These deliveries are not reflected as sales by the Claimant. Includes sales to NP&L of 755,117,000 Kwh. 3 Includes sales to Claimant of 63,401,000 Kwh. Gas Sales (at retail) Company Mcf. Claimant None NP&L None (b) Number of kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each company is organized. Company Kwh. Claimant 21,052,877,000 NP&L None Company Mcf. Claimant None NP&L None (c) Number of kwh. of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Company Kwh. Claimant 2,443,582,000(1) NP&L 131,349,000(2) Company Mcf. Claimant None NP&L None ------------------ (1) Excludes 1,200,418,000 Kwh delivered to the other joint owners of the Catawba Nuclear Station outside North Carolina associated with the McGuire reliability exchange agreement. (2) Kwh bought from Claimant and sold to TVA, which is organized outside North Carolina. However, sales are made at interconnection points inside North Carolina. (d) Number of kwh. of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each such company is organized, or at the State line. Company Kwh. Claimant 1,575,057,000(1) NP&L 63,401,000(2) Company Mcf. Claimant None NP&L None - ------------------ (1) Excludes 1,168,798,000 Kwh delivered from the other joint owners of the Catawba Nuclear Station outside North Carolina associated with the McGuire reliability exchange agreement. (2) This amount reflects purchases from TVA, which is organized outside North Carolina. However, such purchases are made at interconnection points inside North Carolina. All Kwh purchased from TVA were sold to Claimant. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. The Claimant owns indirect equity interests in three foreign utility companies that directly own electric facilities in Argentina, and one foreign utility company that directly owns electric facilities in Indonesia. Such electric facilities are described below: (1) Central Termica Guemes S.A. ("Guemes") Location of Ruta 34 KM 1135 Facility: (4430) GRAL.M.M. de Guemes Salta, Argentina Business Adolfo Alsina 633, Fifth Floor Address: 1384 Buenos Aires Republic of Argentina Guemes owns the Guemes Power Station, which is comprised of two 60 MW gas fired units and one 125 MW gas fired unit. Guemes sells electric energy and capacity in the "Wholesale Electric Market" which has been established by statute in Argentina under the jurisdiction of the Argentine Secretariat of Energy and the National Regulatory Entity of Electricity. Energy and capacity are sold on a competitive spot market basis in accordance with dispatch instructions from a central dispatch center and under term agreements. (2) Compania de Transporte de Energia Electrica en Alta Tension Transener S.A. ("Transener") Location of Paseo Colon 728 Facility: Buenos Aires, Argentina Business Av. de Mayo, 645 First Floor Address: Buenos Aires Republic of Argentina Transener holds an exclusive 95-year concession for the transmission of high tension electric energy in Argentina. The transmission facilities that Transener owns consist of 6,867 kilometers of 500 kV transmission lines, 284 kilometers of 220 kV transmission lines and 27 transforming substations. (3) Hidroelectrica Piedra del Aguila S.A. ("Piedra del Aguila") Location of (8314) VILLA Piedra del Aguila Facility: Neuquen, Argentina Business Av. de Mayo, 645 First Floor Address: Buenos Aires Republic of Argentina Piedra del Aguila holds an exclusive 30-year concession for the generation of hydroelectric energy from the facility located at Piedra del Aguila in the Provinces of Neuquen and Rio Negro in Argentina. The facility consists of four 350 MW units. Energy and capacity are sold on a competitive spot market basis in accordance with dispatch instructions from a central dispatch center and under term agreements. (4) P.T. Puncakjaya Power ("PJP") Location of Irian Jaya region Facility: of eastern Indonesia Business Plaza 89, 5th Floor Address: J1. H.R. Rasuna Said Kav. X-7 No. 6 Jakarta 12940, Indonesia PJP owns certain facilities consisting of power generation and power delivery assets located in Irian Jaya, Indonesia. Such facilities provide electric power to a large mining and milling operation and its surrounding infrastructure. The generation assets include eight separate power generation facilities consisting of an aggregate of 66 diesel-fueled generating units (ranging from .32MW to 4.7 MW), and one hydroelectric generating facility consisting of two hydroelectric generating units (approximately 3.15 MW each). The power plants have a combined adjusted nameplate capacity of approximately 194 MW. The facilities also include the following transmission assets: a 5 kilometer 115 kV ring bus which interconnects certain of the power production plants, a 15 kilometer 20 kV transmission line which joins two portions of the facilities and a 10 kilometer 13 kV transmission line which joins other portions of the facilities. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. Set forth below, under the names of the facilities described in Section 4(a) above, are the system companies holding interests therein and the relationship of such companies to the Claimant. Each of the companies listed below is a foreign utility company. The interests in foreign utility companies described in Section 4(a) are all directly or indirectly held by Duke Energy Group, Inc., a Delaware corporation ("DEG"), which is a wholly owned subsidiary of Church Street. Church Street is a direct subsidiary of the Claimant. Reference is made to the organizational charts in Exhibits C-1 through C-4. (1) Guemes Facility Central Termica Guemes S.A. Duke Guemes, Inc. Powerco S.A. Powerco Services S.A. Duke Guemes Operating Corp. Duke Guemes, Inc., a Delaware corporation ("Duke Guemes"), is a wholly owned direct subsidiary of DEG. Duke Guemes in turn owns a 25% equity interest in Powerco S.A., an Argentine corporation headquartered in Buenos Aires ("Powerco"). Powerco owns a 60% equity interest in Guemes. This ownership results in Duke Guemes owning a 15% indirect equity interest in Guemes. Duke Guemes also owns 51% of Powerco Services S.A., an Argentine corporation ("Powerco Services"), which provides operating expertise to the Guemes facility, and is the operator of the Guemes station presently qualified by the Argentine government. Duke Guemes owns 100% of the outstanding voting stock of Duke Guemes Operating Corp., a Delaware corporation ("DGOC"), which assists Powerco Services in operating the Guemes Power Station. (2) Transener Facilities Compania de Transporte de Energia Electrica en Alta Tension Transener S.A. Duke Transener, Inc. Compania Inversora en Transmision de Electrica Citelec S.A. ("Citelec") Duke Transener Operating Corp. Duke Transener, Inc., a Delaware corporation ("Duke Transener"), is a wholly owned direct subsidiary of DEG. Duke Transener in turn owns a 15% equity interest in Citelec, an Argentine corporation based in Buenos Aires. Citelec owns a 65% equity interest in Transener, resulting in Duke Transener holding a 9.75% indirect equity interest in Transener. Duke Transener is an operator of the Transener facilities presently qualified by the Argentine government. Duke Transener also owns 100% of the outstanding voting stock of Duke Transener Operating Corp., a Delaware corporation ("DTOC"). DTOC assists Duke Transener in operating the Transener facilities. (3) Piedra del Aguila Facility Hidroelectrica Piedra del Aguila S.A. Duke Hidronor, Inc. Duke Hidronor (Caymans) Ltd. Hidroneuquen S.A. Duke Hidronor Operating Corp. Duke Hidronor, Inc., a Delaware corporation ("Duke Hidronor"), is a wholly owned direct subsidiary of DEG. Duke Hidronor owns 100% of Duke Hidronor (Caymans) Ltd., which in turn owns a 16.54% equity interest in Hidroneuquen S.A. ("Hidroneuquen"), an Argentine corporation. Hidroneuquen owns a 59% equity interest in Piedra del Aguila, resulting in Duke Hidronor holding a 9.76% indirect equity interest in Piedra del Aguila. Duke Hidronor also owns 100% of the outstanding voting stock of Duke Hidronor Operating Corp., a Delaware corporation ("DHOC"). In January 1996, DHOC replaced Duke Hidronor as an operator of the Piedra del Aguila facility. Duke Hidronor continues to be a foreign utility company by virtue of the ownership interests described herein. (4) PJP Facilities P.T. Puncakjaya Power P.T. Nusantara Power Services ("NPS") Duke Irian Jaya, Inc. Thirty percent of the outstanding voting stock of PJP is owned by Duke Irian Jaya, Inc., a Delaware corporation ("Duke Irian Jaya"), which is a wholly owned direct subsidiary of DEG. The outstanding voting stock of NPS is 40% owned by Duke Coal Project Services Pacific, Inc., a Nevada corporation ("DCPSP"). DCPSP is a wholly owned direct subsidiary of Duke Coal Project Services Group, Inc., a Delaware corporation ("DCPSG"), which is a wholly owned subsidiary of Church Street. NPS became the operator of the PJP facilities on January 30, 1995. (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. (1) Guemes As of December 31, 1995, DEG had an equity investment of $21,321,000 in Duke Guemes. Duke Guemes had equity investments of $17,366,000 in Powerco and $142,000 in Powerco Services, and Powerco had an equity investment of $32,326,000 in Guemes. Also as of December 31, 1995, Duke Guemes had an outstanding loan of $2,500,000 to Powerco. (2) Transener As of December 31, 1995, DEG had an equity investment of $19,194,000 in Duke Transener. Duke Transener had an equity investment of $17,931,000 in Citelec. Citelec had an equity investment of $204,521,000 in Transener. As of December 31, 1995, Church Street had guaranteed $4,000,000 of Citelec debt. Such guarantee was renewed in May, 1995 for a term expiring in June, 1996. (3) Piedra del Aguila As of December 31, 1995, DEG had an equity investment of $67,550,000 in Duke Hidronor. Duke Hidronor had an equity investment of $48,829,000 in Duke Hidronor (Caymans) Ltd., and Duke Hidronor (Caymans) Ltd. had an equity investment of $48,729,000 in Hidroneuquen. Hidroneuquen had an equity investment of $282,314,000 in Piedra del Aguila. As of December 31, 1995, Duke Hidronor had an outstanding loan of $19,000,000 to Piedra del Aguila. Also, as of December 31, 1995, Church Street had guaranteed $485,000 to the Argentine government for a bid bond and public works bond. (4) PJP As of December 31, 1995, DEG had an equity investment of $16,344,000 in Duke Irian Jaya. Duke Irian Jaya had investments in PJP of $15,288,000 in equity and $672,000 in subordinated debt. As of December 31, 1995, DCPSG had an equity investment of $174,000 in DCPSP. DCPSP had an equity investment of $186,000 in NPS. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. See Exhibit A-5 for capitalization and earnings of foreign utility companies. (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). During the reporting period, the following service contracts were in effect: 1. Powerco Services and Guemes are parties to an Operation, Maintenance and Management Services Agreement under which Powerco Services provides operation, maintenance and management services for the Guemes Facility. Guemes reimburses Powerco Services for its direct costs incurred in providing such services plus an additional 7% of non-labor direct costs. Guemes also pays Powerco Services a fixed fee of $15,000 per month (adjusted based on increases in the GNP Implicit Price Deflator), and a quarterly variable fee of 6% of Guemes's net quarterly earnings before interest, principal, taxes and depreciation. 2. Powerco Services and Duke Guemes Operating Corp. are parties to a Technical Assistance and Staffing Agreement, whereby Duke Guemes Operating Corp. provides technical assistance and personnel necessary to allow Powerco Services to carry out its obligations under the contract described in #1 above. Powerco Services agrees to pay to Duke Guemes Operating Corp. a fixed fee of $7,650 per month (adjusted similarly as above), and a quarterly variable fee equal to 51% of the variable fee described in #1 above. 3. Transener, DTOC and four other entities are parties to a Technical Assistance Agreement for the Operation, Maintenance and Management of the Transener Facilities. DTOC and the other parties provide technical assistance to Transener in connection with its operation, maintenance and management of the Transener Facilities. Transener pays to DTOC and the other parties a fee equal to five percent of Transener's annual income, distributed pro rata based upon ownership in Citelec, Transener's direct parent. 4. Piedra del Aguila, DHOC and two other entities are parties to a Technological Assistance and Transfer of Technology Agreement whereby DHOC and the other two parties provide technical knowledge and assistance and transfers of certain technology to Piedra del Aguila for operation of the Piedra del Aguila Facility. As compensation under the Agreement, Piedra del Aguila agrees to pay DHOC and the other parties 1.5% of its annual gross income. The fee is to be distributed equally among DHOC and the other two parties providing services under the Agreement. 5. Duke Energy Corp. ("DEC"), a subsidiary of DEG, has entered into a Services Agreement with Duke Guemes pursuant to which DEC provides to Duke Guemes administrative, financial and other services, as requested by Duke Guemes, related to the Guemes Facility. DEC is reimbursed by Duke Guemes for all reasonable costs incurred in its performance of such services. DEC has identical agreements with Duke Transener, Duke Hidronor, Duke Irian Jaya, DGOC, DTOC and DHOC, each agreement relating to the project with which such company is associated. 6. PJP and DEC are parties to a Project Administrative Services Agreement, under which DEC provides administrative services to PJP related to PJP's insurance, credit agreement, accounting and treasury functions. DEC receives a fee based on its cost of providing such services, at rates which may be revised from time to time. 7. PJP and NPS are parties to an Operation, Maintenance and Services Agreement under which NPS provides operation, maintenance and management services for the PJP facilities. PJP reimburses NPS for its direct costs incurred in providing such services, spare parts, and equipment. PJP also pays NPS a fixed fee of $50,000 per month (adjusted annually based on changes in the GDP Deflator Ratio), plus an incentive fee. 8. Duke Engineering and Services, Inc. ("DE&S"), a wholly owned subsidiary of Church Street, and Piedra del Aguila are parties to a Master Services Agreement under which DE&S has agreed to furnish certain engineering and related services which Piedra del Aguila may request from time to time. Piedra del Aguila has agreed to reimburse DE&S at agreed-upon hourly rates for labor, DE&S' commercial rates plus 10% for non-labor charges, and any additional amounts arising out of Argentine government requirements. 9. DE&S and Guemes are parties to a Master Services Agreement under which DE&S has agreed to furnish certain engineering and related services which Guemes may request from time to time. Guemes has agreed to reimburse DE&S at agreed-upon hourly rates for labor, DE&S' actual costs for non-labor charges, some of which will be increased by 10%, and any additional amounts arising out of Argentine government requirements. The above-named Claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 27th day of February, 1996. DUKE POWER COMPANY By: Ellen T. Ruff Ellen T. Ruff, Secretary and Deputy General Counsel {CORPORATE SEAL} ATTEST: Robert T. Lucas III - ----------------------------- Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Ellen T. Ruff Secretary and Deputy General Counsel Duke Power Company PB05E 422 South Church Street Charlotte, North Carolina 28242-0001 EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of the claimant and its subsidiary companies as of the close of such calendar year. Exhibit A-1 - Consolidating Statement of Income of Duke Power Company for 1995 and Consolidating Balance Sheet of Duke Power Company as of December 31, 1995. Exhibit A-2 - Consolidated Statement of Retained Earnings of Duke Power Company for 1995. Exhibit A-3 - Statement of Income and Retained Earnings of Nantahala Power and Light Company for 1995 and Balance Sheet of Nantahala Power and Light Company as of December 31, 1995. Exhibit A-4 - Consolidated Statements of Income and Retained Earnings of Foreign Utility Companies Wholly Owned by Claimant for 1995 and Consolidated Balance Sheets of Foreign Utility Companies Wholly Owned by Claimant as of December 31, 1995. Exhibit A-5 - Duke Power Company Capitalization and Earnings of Foreign Utility Companies as of and for the year ended December 31, 1995. Exhibit A-1 Page 1 of 2 DUKE POWER COMPANY CONSOLIDATING STATEMENT OF INCOME FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995 (Dollars in Thousands) (unaudited)
UNCONSOLIDATED ASSOCIATED ELIMINATING CONSOLIDATED DUKE POWER ENTERPRISES & ADJUSTING DUKE POWER COMPANY GROUP ENTRIES COMPANY REVENUES Electric revenues . . . . . . . . . . . . . . . . . . . . . . . $ 4,422,438 $ 62,716 $ (30,512) $ 4,454,642 Diversified operations . . . . . . . . . . . . . . . . . . . . . - 236,509 (14,467) 222,042 Total revenues . . . . . . . . . . . . . . . . . . . . . . . 4,422,438 299,225 (44,979) 4,676,684 OPERATING EXPENSES Fuel used in electric generation . . . . . . . . . . . . . . . . 744,226 -- -- 744,226 Net interchange and purchased power . . . . . . . . . . . . . . 467,264 31,542 (30,513) 468,293 Other operation and maintenance . . . . . . . . . . . . . . . . 1,221,275 154,758 27,514 1,403,547 Depreciation and amortization . . . . . . . . . . . . . . . . . 446,284 11,430 417 458,131 General taxes . . . . . . . . . . . . . . . . . . . . . . . . . 243,985 9,275 176 253,436 Total operating expenses . . . . . . . . . . . . . . . . . . 3,123,034 207,005 (2,406) 3,327,633 OPERATING INCOME . . . . . . . . . . . . . . . . . . . . . . . . . 1,299,404 92,220 (42,573) 1,349,051 INTEREST EXPENSE AND OTHER INCOME Interest expense . . . . . . . . . . . . . . . . . . . . . . . . (281,593) (9,353) 1,628 (289,318) AFUDC and other deferred returns . . . . . . . . . . . . . . . . 124,149 891 -- 125,040 Earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . 48,555 -- (48,555) -- Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (37,856) 2,456 31,606 (3,794) Total interest expense and other income . . . . . . . . . . . (146,745) (6,006) (15,321) (168,072) INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . . . . . . 1,152,659 86,214 (57,894) 1,180,979 INCOME TAXES Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . 439,137 24,952 (3,637) 460,452 Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,090 7,146 -- 17,236 Investment tax credit - amortization of credits . . . . . . . . (11,106) (141) -- (11,247) Total income taxes . . . . . . . . . . . . . . . . . . . . . 438,121 31,957 (3,637) 466,441 NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . 714,538 54,257 (54,257) 714,538 Dividends on preferred and preference stock . . . . . . . . . . . 48,903 -- -- 48,903 EARNINGS FOR COMMON STOCK . . . . . . . . . . . . . . . . . . . . $ 665,635 $ 54,257 $(54,257) $ 665,635
COMMON STOCK DATA Average common shares outstanding (thousands) . . . . . . . . 204,859 Earnings per share . . . . . . . . . . . . . . . . . . . . . . $ 3.25 Dividends per share . . . . . . . . . . . . . . . . . . . . . $ 2.00 Exhibit A-1 Page 2 of 2 DUKE POWER COMPANY CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31,1995 (Dollars in Thousands) (unaudited)
UNCONSOLIDATED ASSOCIATED ELIMINATING CONSOLIDATED DUKE POWER ENTERPRISES & ADJUSTING DUKE POWER ASSETS COMPANY GROUP ENTRIES COMPANY CURRENT ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,553 $ 25,857 $ - $ 45,410 Short-term investments . . . . . . . . . . . . . . . . . - 76,300 - 76,300 Receivables (less allowance for losses: 1995 - $6,352 ) . . . . . . . . . . . . . . . 656,263 81,890 (48,450) 689,703 Inventory - at average cost . . . . . . . . . . . . . . . 306,390 44,577 (9,126) 341,841 Prepayments and other . . . . . . . . . . . . . . . . . . 13,040 10,753 (893) 22,900 Total current assets . . . . . . . . . . . . . . . 995,246 239,377 (58,469) 1,176,154 INVESTMENTS AND OTHER ASSETS Investments in and advances to subsidiaries. . . . . . . . 550,746 - (550,746) - Investments in joint ventures . . . . . . . . . . . . . . - 163,274 - 163,274 Other investments, at cost or less . . . . . . . . . . . 22,673 87,697 (25,176) 85,194 Nuclear decommissioning trust funds . . . . . . . . . . . 273,466 - - 273,466 Pre-funded pension cost . . . . . . . . . . . . . . . . . 80,000 - - 80,000 Total investments and other assets . . . . . . . . 926,885 250,971 (575,922) 601,934 PROPERTY, PLANT AND EQUIPMENT Electric plant in service (at original cost) Production . . . . . . . . . . . . . . . . . . . . . . 7,122,143 32,189 - 7,154,332 Transmission . . . . . . . . . . . . . . . . . . . . . 1,470,454 61,847 1 1,532,302 Distribution . . . . . . . . . . . . . . . . . . . . . 4,024,290 81,223 - 4,105,513 Other . . . . . . . . . . . . . . . . . . . . . . . . .1,020,565 12,274 (2,613) 1,030,226 Electric plant in service . . . . . . . . . . . . . 13,637,452 187,533 (2,612) 13,822,373 Less accumulated depreciation and amortization . . . 5,044,122 78,441 (371) 5,122,192 Electric plant in service, net . . . . . . . . . . 8,593,330 109,092 (2,241) 8,700,181 Nuclear fuel . . . . . . . . . . . . . . . . . . . . . . 731,691 - - 731,691 Less accumulated amortization . . . . . . . . . . . . . 453,921 - - 453,921 Nuclear fuel, net . . . . . . . . . . . . . . . . . . 277,770 - - 277,770 Construction work in progress (including nuclear fuel in process: 1995 - $25,500 ) . . . . . . . . . . . . . . . 377,513 9,759 (4,690) 382,582 Total electric plant, net . . . . . . . . . . . . . 9,248,613 118,851 (6,931) 9,360,533 Other property - at cost (less accumulated depreciation: 1995 - $29,956 ) . . . . . . . . . . . . . . . 53,460 334,933 (33,680) 354,713 Total property, plant and equipment, net . . . . . 9,302,073 453,784 (40,611) 9,715,246 DEFERRED DEBITS Purchased capacity costs . . . . . . . . . . . . . . . . 965,473 - - 965,473 Debt expense, primarily refinancing costs, being amortized over the terms of related debt . . . . . . . . . . . . . 180,930 - - 180,930 Regulatory asset related to income taxes . . . . . . . . . 490,676 - - 490,676 Regulatory asset related to DOE assessment fee . . . . . . 101,274 - - 101,274 Other . . . . . . . . . . . . . . . . . . . . . . . . . . .117,080 14,176 (4,459) 126,797 Total deferred debits . . . . . . . . . . . . . . .1,855,433 14,176 (4,459) 1,865,150 TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .$13,079,637 $958,308 $(679,461) $13,358,484 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable . . . . . . . . . . . . . . . . . . . .$ 335,701 $ 43,592 $ (35,601) $ 343,692 Notes payable . . . . . . . . . . . . . . . . . . . . 126,000 29,300 - 155,300 Taxes accrued . . . . . . . . . . . . . . . . . . . . . . 27,741 9,631 (2,488) 34,884 Interest accrued . . . . . . . . . . . . . . . . . . . . . . 73,415 261 (1) 73,675 Current maturities of long-term debt and preferred stock . . 4,295 7,776 - 12,071 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 141,913 13,450 (5,808) 149,555 Total current liabilities . . . . . . . . . . . . . . 709,065 104,010 (43,898) 769,177 LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . . 3,555,199 162,523 (6,317) 3,711,405 ACCUMULATED DEFERRED INCOME TAXES . . . . . . . . . . . . . 2,340,985 45,833 (4,614) 2,382,204 DEFERRED CREDITS AND OTHER LIABILITIES Investment tax credit . . . . . . . . . . . . . . . . . . . 260,148 1,199 - 261,347 DOE assessment fee . . . . . . . . . . . . . . . . . . . . .101,274 - - 101,274 Nuclear decommissioning costs externally funded . . . . . . 273,466 - - 273,466 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 370,316 12,404 7,707 390,427 Total deferred credits and other liabilities . . . 1,005,204 13,603 7,707 1,026,514 PREFERRED AND PREFERENCE STOCK Without sinking fund requirements . . . . . . . . . . . . . 450,000 - - 450,000 With sinking fund requirements . . . . . . . . . . . . . . 234,000 - - 234,000 Total preferred and preference stock . . . . . . . . .684,000 - - 684,000 COMMON STOCKHOLDERS' EQUITY Common stock, no par . . . . . . . . . . . . . . . . . . .1,926,909 10,568 (10,568) 1,926,909 Additional paid in capital . . . . . . . . . . . . . . . . - 329,234 (329,234) - Retained earnings . . . . . . . . . . . . . . . . . . . . 2,858,275 292,538 (292,538) 2,858,275 Less treasury stock at cost, 10 shares . . . . . . . . . - 1 (1) - Total common stockholders' equity . . . . . . . . . 4,785,184 632,339 (632,339) 4,785,184 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . $ 13,079,637 $ 958,308 $ (679,461) $13,358,484
Exhibit A-2 CONSOLIDATED STATEMENT OF RETAINED EARNINGS FOR TWELVE MONTHS ENDED DECEMBER 31, 1995 (Dollars in Thousands) (audited) BALANCE - December 31, 1994 . . . . . . . . . . . . . . $2,605,920 ADD - Net income . . . . . . . . . . . . . . . . . . . . 714,538 Total . . . . . . . . . . . . . . . . . . . 3,320,458 DEDUCT Dividends Common stock . . . . . . . . . . . . . . . . . . . 409,716 Preferred and preference stock . . . . . . . . . . . 48,903 Capital stock transactions, net . . . . . . . . . . . 3,564 Total deductions . . . . . . . . . . . . . . 462,183 BALANCE - December 31, 1995 . . . . . . . . . . . . . . $2,858,275 Exhibit A-3 Page 1 of 2 NANTAHALA POWER AND LIGHT COMPANY STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED) Operating Revenues Electric revenues $62,510,197 Operating Expenses Purchased power 31,336,343 Other operations 8,099,066 Maintenance 4,778,553 Depreciation 4,891,456 Taxes other than income 4,143,185 Total Electric Expenses 53,248,603 Operating Income 9,261,594 Interest Expense and Other Income Interest expense (4,095,043) AFUDC and other deferred returns 890,871 Other, net 176,418 Total Other Income (3,027,754) Income Before Income Taxes 6,233,840 Income Taxes 2,197,185 Net Income 4,036,655 Retained Earnings-Beginning of Period 50,721,576 Retained Earnings-End of Period $54,758,231 Exhibit A-3 Page 2 of 2 NANTAHALA POWER AND LIGHT COMPANY BALANCE SHEET AS OF DECEMBER 31, 1995 (UNAUDITED) Current Assets Cash $ 147,849 Receivables, net-customers 5,856,624 Receivables-parent 306,231 Materials and supplies 3,260,087 Prepayments 1,234,131 Deferred income taxes 2,079,877 Total Current Assets 12,884,799 Property, Plant And Equipment Electric plant in service 187,533,228 Less: accumulated depreciation & amortization 78,441,573 Electric plant in service, net 109,091,655 Construction work in progress 9,759,766 Total Electric Plant, net 118,851,421 Other property 1,295,685 Total Property, Plant and Equipment, Net 120,147,106 Deferred Debits 14,175,284 Total Assets $ 147,207,189 ================ Current Liabilities Accounts payable-trade $ 872,039 Accounts payable-parent 5,587,310 Notes payable 29,300,000 Taxes accrued 778,356 Current portion of long-term debt 65,774 Customer deposits 435,624 Deferred purchased power costs 1,286,838 Other accrued liabilities 85,551 Total Current Liabilities 38,411,492 Long-Term Debt 33,222,672 Accumulated Deferred Income Tax 7,982,321 Deferred Credits And Other Liabilities Deferred investment tax credit 1,198,606 Other 9,014,459 Total Deferred Credits 10,213,065 Stockholder's Equity Common Stock 382,020 Additional Paid-In-Capital 2,237,388 Retained Earnings 54,758,231 Total Stockholder's Equity 57,377,639 Total Liabilities and Stockholder's Equity $147,207,189 ============ Exhibit A-4 Page 1 of 2 FOREIGN UTILITY COMPANIES WHOLLY OWNED BY CLAIMANT CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
DUKE DUKE DUKE DUKE GUEMES TRANSENER HIDRONOR IRIAN JAYA Operating Revenues Income from operations of facilities $ 1,089,000 $ 562,072 $ 666,705 $ - Earnings of Powerco (1,028,288) Earnings of Citelec 123,024 Earnings of Hidroneuquen 79,189 Earnings of PJP 2,912,465 Other income 3,000 1,580 109,108 - Total Revenues 63,712 686,676 855,002 2,912,465 Operating Expenses Administrative and other 757,615 278,283 225,838 69,325 Depreciation and amortization 173,809 140,395 185,974 198,617 Other taxes 285,061 255,598 207,879 49,369 Total Expenses 1,216,485 674,276 619,691 317,311 Operating Income (1,152,773) 12,400 235,311 2,595,154 Other Income, Net 344,228 841,557 304,214 327,614 Income Before Income Taxes (808,545) 853,957 539,525 2,922,768 Provision for Income Taxes Current 38,011 492,071 161,118 1,456,322 Deferred (322,052) (193,186) 27,716 (436,870) Net Income (524,504) 555,072 350,691 1,903,316 Retained Earnings - Beginning of the Period (1,095,552) 148,888 1,748,727 - Dividends Paid to DEG - (600,000) (225,000) (1,633,150) Retained Earnings - End of the Period $ (1,620,056) $ 103,960 $1,874,418 $270,166
Exhibit A-4 Page 2 of 2 FOREIGN UTILITY COMPANIES WHOLLY OWNED BY CLAIMANT CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995 (UNAUDITED)
DUKE DUKE DUKE DUKE GUEMES TRANSENER HIDRONOR IRIAN JAYA Current Assets Cash $365,248 $ 818,618 $ 306,591 $1,188,951 Accounts receivable-trade 1,722 2,151 5,162 Accounts receivable-affiliate 287,155 514,579 435,849 Notes receivable 19,000,000 671,698 Interest receivable 263,848 267,821 Other current assets 414,000 - 50,000 - Total Current Assets 1,331,973 1,335,348 20,060,261 1,865,811 Investments And Other Investment in Powerco 17,366,007 Investment in Citelec 17,931,036 Investment in Hidroneuquen 48,728,596 Investment in PJP 15,287,644 Notes receivable 2,500,000 Other deferred costs 347,618 386,087 604,417 828,181 Total Investments And Other $20,213,625 $18,317,123 $49,333,013 $16,115,825 Total Assets $21,545,598 $19,652,471 $69,393,274 $17,981,636 Current Liabilities Accounts payable $ 713,047 $ 579,858 $ 742,601 $ 1,439,855 Taxes accrued 175,380 234,805 131,103 595,281 Other 45,361 30,962 13,728 38,875 Total Current Liabilities 933,788 845,625 887,432 2,074,011 Deferred Credits And Other Liabilities Accumulated Deferred Income Taxes (844,844) (387,570) 956,264 (436,870) Minority Interest in Consolidated Joint Venture 135,710 - - - Total Deferred Credits And Other Liabilities (709,134) (387,570) 956,264 (436,870) Stockholder's Equity Common Stock- no par 1,000 1,000 1,000 1,000 Additional Paid-In-Capital 22,940,000 19,089,456 65,674,160 16,073,329 Retained Earnings (1,620,056) 103,960 1,874,418 270,166 Total Stockholder's Equity 21,320,944 19,194,416 67,549,578 16,344,495 Total Liabilities and Stockholder's Equity $21,545,598 $19,652,471 $69,393,274 $17,981,636
Exhibit A-5 Page 1 of 1 DUKE POWER COMPANY Capitalization and Earnings of Foreign Utility Companies As Of And For The Year Ended December 31, 1995 ( US $ ) (unaudited) CAPITALIZATION: Amount Guemes Shareholders' Equity $53,876,065 Long-term Debt 65,715,000 Total Capitalization $119,591,065 Transener Shareholders' Equity $314,648,118 Short-term Debt 87,945,176 Long-term Debt 6,211,041 Total Capitalization $408,804,335 Piedra del Aguila Shareholders' Equity $478,497,557 Short-term Debt 153,181,425 Long-term Debt 308,485,714 Total Capitalization $940,164,696 PJP Shareholders' Equity $ 50,958,217 Long-term Debt 159,600,000 Subordinated Debt 2,238,997 Total Capitalization $212,797,214 NPS Shareholders' Equity $ 465,384 Long-term Debt - Total Capitalization $ 465,384 EARNINGS: Guemes $ 931,546 Transener $ 19,434,563 Piedra del Aguila $ 2,463,632 PJP $ 9,708,218 NPS $ 215,384 EXHIBIT B FINANCIAL DATA SCHEDULE Duke Power Company Consolidated Information (Dollars in Thousands) Total Assets $ 13,358,484 Total Operating Revenues $ 4,676,684 Net Income $ 714,538 EXHIBIT C An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system. Exhibit C-1 Chart showing relationship of Guemes to associate companies in the holding-company system. Exhibit C-2 Chart showing relationship of Transener to associate companies in the holding company system. Exhibit C-3 Chart showing relationship of Piedra del Aguila to associate companies in the holding-company system. Exhibit C-4 Chart showing relationship of PJP to associate companies in the holding-company system. EXHIBIT C-1 GUEMES Claimant Church Street DEG Duke Guemes Operating Corp. Duke Guemes 51% 25% Powerco Services S.A. Powerco S.A. 60% Guemes Ownership is 100% unless otherwise specified. EXHIBIT C-2 TRANSENER Claimant Church Street DEG Duke Transener Duke Transener 15% Operating Corp. Citelec 65% Transener Ownership is 100% unless otherwise specified EXHIBIT C-3 PIEDRA DEL AGUILA Claimant Church Street DEG Duke Hidronor Duke Hidronor Operating Corp. Duke Hidronor (Caymans) Ltd. . 16.54% Hidroneuquen S.A. 59% Piedra del Aguila Ownership is 100% unless otherwise specified EXHIBIT C-4 PJP Claimant Duke Coal Church Street Project Services Group, Inc. DEG Duke Coal Project Services Pacific, Inc. Duke Irian Jaya 40% 30% NPS PJP Ownership is 100% unless otherwise specified. EXHIBIT D Map showing principal generating plants, transmission lines, and distribution facilities of Claimant and NP&L. Reference is made to Exhibit C of the Claimant's Form U-3A-2, File Number 69-351, for the year ended December 31, 1993, filed under cover of Form SE on February 25, 1994. Such exhibit is hereby incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----