Carolina Power & Light Company
NOTES TO FINANCIAL STATEMENTS

1.   Except as described in Note 4 below, these interim financial statements
     are prepared in conformity with the accounting principles reflected in the
     financial statements included in the Company's 1993 Annual Report to
     Shareholders and the 1993 Annual Report on Form 10-K. These are interim
     financial statements, and because of temperature variations between
     seasons of the year and the timing of outages of electric generating
     units, especially nuclear-fueled units, the amounts reported in the
     Statements of Income for periods of less than twelve months are not
     necessarily indicative of amounts expected for the year. Certain amounts
     for 1993 have been reclassified to conform to the 1994 presentation.

2.   In December 1994, the Company established a wholly-owned subsidiary,
     CaroNet, Inc., and the subsidiary joined a regional partnership led by
     BellSouth Personal Communications, Inc. (BellSouth). BellSouth is bidding
     for a Federal Communications Commission license to operate a personal
     communications services (PCS) system covering most of North Carolina and
     South Carolina and a small portion of Georgia. PCS, a wireless
     communications technology, is expected to provide high-quality mobile
     communications. Wireless technology could also support automated meter
     reading, automated service connection and disconnection, and control and
     monitoring of certain aspects of the Company's electric transmission and
     distribution systems. The results of the license auction may be known by
     the end of the first quarter of 1995.

3.   On January 1, 1995, the Company retired $125 million principal amount of
     First Mortgage Bonds, 5.20% Series, which matured on that date.

4.   In January 1994, the Company implemented Statement of Position (SOP) 93-6,
     "Employers' Accounting for Employee Stock Ownership Plans," on a
     prospective basis. This SOP required the following changes in accounting
     for the Company's leveraged employee stock ownership plan (ESOP): 1) ESOP
     shares that have not been committed to be released to participants'
     accounts are no longer considered outstanding for the determination of
     earnings per common share; 2) dividends on unallocated ESOP shares are no
     longer recognized for financial statement purposes; 3) all tax benefits of
     ESOP dividends are now recorded to non-operating income tax expense,
     whereas previously a portion of the tax benefits was recorded directly to
     retained earnings; 4) interest income related to the qualified ESOP loan
     is no longer recognized; and 5) the difference between the acquisition and
     allocation prices of ESOP shares, which was previously recorded as other
     income, net, is now recorded directly to common stock. In addition, ESOP
     loan transactions between the Company and the Stock Purchase-Savings Plan
     (SPSP) Trustee are no longer reflected in the Statements of Cash Flows.

     The implementation of SOP 93-6 resulted in an increase in earnings per
     common share of approximately $.04 for the twelve months ended December
     31, 1994.

5.   In July 1994, the Board of Directors of the Company authorized the
     Executive Committee of the Board to repurchase up to 10 million shares of
     the Company's common stock on the open market. In accordance with the
     stock repurchase program, the Company has purchased approximately 4.4
     million shares through December 31, 1994. The decrease in average common
     shares outstanding resulted in an increase in earnings per common share of
     approximately $.01 and $.02 for the three and twelve month periods ended
     December 31, 1994, respectively.

6.   Contingencies existing as of the date of these statements are described
     below. No significant changes have occurred since December 31, 1993, with
     respect to the commitments discussed in Note 9 of the financial statements
     included in the Company's 1993 Annual Report to Shareholders.

     a) In the Company's retail jurisdictions, provisions for nuclear
     decommissioning costs are approved by the North Carolina Utilities
     Commission and the South Carolina Public Service Commission and are based
     on site-specific estimates that included the costs for removal of all
     radioactive and other structures at the site. In the wholesale
     jurisdiction, the provisions for nuclear decommissioning costs are based
     on amounts agreed upon in applicable rate settlements.  Decommissioning
     cost provisions, which are included in depreciation and amortization, were
     $29.5 million in 1994 and $34.0 million in 1993. Accumulated
     decommissioning costs, which are included in accumulated depreciation,
     were $252.7 million at December 31, 1994, and $221.6 million at December
     31, 1993, and include amounts funded internally and amounts funded in an
     external decommissioning trust. The balance of the external
     decommissioning trust, which is included in miscellaneous other property
     and investments, was $67.6 million at December 31, 1994, and $44.5 million
     at December 31, 1993. Trust earnings, which increase the trust balance
     with a corresponding increase in accumulated decommissioning, were $1.5
     million in 1994 and $1.2 million in 1993. Based on the site-specific
     estimates discussed below, and using an assumed after-tax earnings rate of
     8.5% and an assumed cost escalation rate of 4%, current levels of rate
     recovery for nuclear decommissioning costs are adequate to provide for
     decommissioning of the Company's nuclear facilities.

     The Company's most recent site-specific estimates of decommissioning costs
     were developed in 1993, using 1993 cost factors, and are based on prompt
     dismantlement decommissioning, which reflects the cost of removal of all
     radioactive and other structures currently at the site, with such removal
     occurring shortly after operating license expiration. These estimates, in
     1993 dollars, are $257.7 million for Robinson Unit No. 2, $235.4 million
     for Brunswick Unit No. 1, $221.4 million for Brunswick Unit No. 2 and
     $284.3 million for the Harris Plant. These estimates are subject to change
     based on a variety of factors including, but not limited to, cost
     escalation, changes in technology applicable to nuclear decommissioning,
     and changes in federal, state or local regulations. The cost estimates
     exclude the portion attributable to North Carolina Eastern Municipal Power
     Agency, which holds an undivided ownership interest in certain of the
     Company's generating facilities. Operating licenses for the Company's
     nuclear units expire in the year 2010 for Robinson Unit No. 2, 2016 for
     Brunswick Unit No. 1, 2014 for Brunswick Unit No. 2 and 2026 for the
     Harris Plant.

     b) As required under the Nuclear Waste Policy Act of 1982, the Company
     entered into a contract with the U. S. Department of Energy (DOE) under
     which the DOE agreed to dispose of the Company's spent nuclear fuel. The
     Company cannot predict whether the DOE will be able to perform its
     contractual obligations and provide interim storage or permanent disposal
     repositories for spent nuclear fuel and/or high-level radioactive waste
     materials on a timely basis.

     With certain modifications, the Company's spent fuel storage facilities
     are sufficient to provide storage space for spent fuel generated on the
     Company's system through the expiration of the current operating licenses
     for all of the Company's nuclear generating units. Subsequent to the
     expiration of the licenses, dry storage may be necessary.

     c) The Company is subject to federal, state and local regulations
     addressing air and water quality, hazardous and solid waste management and
     other environmental matters.

     Various organic materials associated with the production of manufactured
     gas, generally referred to as coal tar, are regulated under various
     federal and state laws, and a liability may exist for their remediation.
     There are several manufactured gas plant (MGP) sites to which the Company
     and certain entities that were later merged into the Company may have had
     some connection. In this regard, the Company, along with other entities
     alleged to be former owners and operators of MGP sites in North Carolina,
     is participating in a cooperative effort with the North Carolina
     Department of Environment, Health and Natural Resources, Division of Solid
     Waste Management (DSWM) to establish a uniform framework for addressing
     those sites. It is anticipated that the investigation and remediation of
     specific MGP sites will be addressed pursuant to one or more
     Administrative Orders on Consent between DSWM and individual potentially
     responsible parties. To date, the Company has not entered into any such
     orders.

     The Company has recently been approached by another North Carolina public
     utility concerning a possible cost-sharing arrangement with respect to the
     investigation and, if necessary, remediation of four MGP sites. The
     Company is currently engaged in discussions with the other utility
     regarding this matter.

     In addition, a current owner of property that was the site of one MGP
     owned by Tidewater Power Company (Tidewater Power), which merged into the
     Company in 1952, and the Company have entered into an agreement to share
     the cost of investigation and, if necessary, the remediation of this site.
     The Company has also been approached by a North Carolina municipality that
     is the current owner of another MGP site that was formerly owned by
     Tidewater Power. The Company is engaged in discussions with that
     municipality concerning a possible cost-sharing arrangement with respect
     to the investigation and, if necessary, the remediation of that site.

     The Company is continuing its investigation regarding the identities of
     parties connected to several additional MGP sites, the relative
     relationships of the Company and other parties to those sites and the
     degree, if any, to which the company should undertake shared voluntary
     efforts with others at individual sites.

     The Company has been notified by regulators of its involvement or
     potential involvement in several sites, other than MGP sites, that require
     remedial action. Although the Company cannot predict the outcome of these
     matters, it does not anticipate significant costs associated with these
     sites.

     In December 1994, the Company accrued a liability for the estimated costs
     associated with investigation and remediation activities for certain MGP
     sites and for sites other than MGP sites. This accrual was not material to
     the results of operations of the Company. Due to the lack of information
     with respect to the operation of MGP sites for which a liability has not
     been accrued and due to the uncertainty concerning questions of liability
     and potential environmental harm, the extent and cost of required remedial
     action, if any, are not currently determinable.  The Company cannot
     predict the outcome of these matters or the extent to which other MGP
     sites may become the subject of inquiry.


     PAUL S. BRADSHAW
     Vice President and Controller

     Raleigh, NC  27602
     January 23, 1995