================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended June 30, 1996 DUKE POWER COMPANY 422 South Church Street Charlotte, North Carolina 28242-0001 704-594-0887 ================================================================================ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1996 Commission File Number 1-4928 DUKE POWER COMPANY (Exact name of registrant as specified in its charter) North Carolina 56-0205520 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 422 South Church Street, Charlotte, N.C. 28242-0001 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 704-594-0887 No Change (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (Check mark) No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of Common Stock, without par value, outstanding at July 31, 1996..... 202,781,802 shares ================================================================================ DUKE POWER COMPANY INDEX PAGE PART I. FINANCIAL INFORMATION Consolidated Statements of Income for the Three and Six Months Ended June 30, 1996 and 1995 . . .. 2 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1996 and 1995. . . . . . . 3 Consolidated Balance Sheets - June 30, 1996 and December 31, 1995. . . . . . . . . . . . . . . . . 4-5 Consolidated Statements of Capitalization - June 30, 1996 and December 31, 1995. . . . . . . . . . 6 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . .. 8-9 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Part I. FINANCIAL INFORMATION Item 1. CONSOLIDATED FINANCIAL STATEMENTS DUKE POWER COMPANY CONSOLIDATED STATEMENTS OF INCOME (unaudited) (dollars in thousands) Three Months Ended Six Months Ended June 30 June 30 1996 1995 1996 1995 Operating revenues .......................... $ 1,119,731 $ 1,052,403 $ 2,281,808 $ 2,163,468 Operating expenses Fuel used in electric generation ............ 182,268 167,408 358,813 336,776 Net interchange and purchased power ......... 99,674 121,897 208,959 236,156 Other operation and maintenance ............. 349,062 324,363 679,135 606,493 Depreciation and amortization ............... 123,699 113,700 246,436 226,435 General taxes ............................... 63,797 61,159 129,822 124,318 Total operating expenses ................... 818,500 788,527 1,623,165 1,530,178 Operating income ............................. 301,231 263,876 658,643 663,290 Interest expense and other income Interest expense ............................ (70,126) (72,685) (141,589) (145,208) Allowance for funds used during construction and other deferred returns ................. 27,546 32,711 56,456 64,308 Other, net .................................. 2,542 2,160 5,480 4,208 Total interest expense and other income .... (40,038) (37,814) (79,653) (76,692) Income before income taxes .................. 261,193 226,062 578,990 556,598 Income taxes ................................ 103,811 88,539 230,304 217,799 Net income ................................... 157,382 137,523 348,686 338,799 Dividends on preferred and preference stock . 11,033 12,677 22,160 25,412 Earnings for common stock ................... $ 146,349 $ 124,846 $ 326,526 $ 313,387 Common stock data Average common shares outstanding (thousands) 204,859 204,859 204,859 204,859 Earnings per share .......................... $ 0.71 $ 0.61 $ 1.59 $ 1.53 Dividends per share ......................... $ 0.51 $ 0.49 $ 1.02 $ 0.98 See Notes to Consolidated Financial Statements. 2 DUKE POWER COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (dollars in thousands) Six Months Ended June 30 1996 1995 Cash flows from operating activities Net income ......................................................................... $ 348,686 $338,799 Adjustments to reconcile net income to net cash provided by operating activities: Non-cash items Depreciation and amortization ..................................................... 343,602 332,291 Deferred income taxes and investment tax credit amortization ...................... (5,738) 12,165 Allowance for equity funds used during construction ............................... (6,931) (12,228) Purchased capacity levelization ................................................... 57,124 (28,637) Other, net ........................................................................ (936) 42,387 (Increase) Decrease in Accounts receivable ............................................................. 43,031 6,834 Inventory ....................................................................... 21,961 (31,294) Prepayments ..................................................................... 1,938 179 Increase (Decrease) in Accounts payable ................................................................ (47,099) (81,323) Taxes accrued ................................................................... 11,698 (4,233) Interest accrued and other liabilities .......................................... (44,672) (22,047) Total adjustments ................................................................. 373,978 214,094 Net cash provided by operating activities .................................... 722,664 552,893 Cash flows from investing activities Construction expenditures and other property additions ............................ (349,815) (375,915) External funding for decommissioning .............................................. (28,235) (28,235) Investment in nuclear fuel ........................................................ (51,153) (17,416) Investment in joint ventures ...................................................... (28,312) (35,280) Net change in investment securities ............................................... 6,417 15,463 Net cash used in investing activities .......................................... (451,098) (441,383) Cash flows from financing activities Proceeds from the issuance of First and refunding mortgage bonds ................................................ -- 77,415 Short-term notes payable, net ..................................................... (59,800) 138,000 Construction loans and other ...................................................... 9,180 18,250 Payments for the redemption of First and refunding mortgage bonds ................................................ (3,000) (116,976) Preferred stock ................................................................... -- (2,926) Construction loans and other ...................................................... (3,780) (5,990) Dividends paid..................................................................... (231,443) (226,070) Other .............................................................................. 4,546 (751) Net cash used in financing activities ............................................ (284,297) (119,048) Net increase (decrease) in cash ..................................................... (12,731) (7,538) Cash at beginning of period ......................................................... 45,410 37,430 Cash at end of period ............................................................... $ 32,679 $ 29,892 See Notes to Consolidated Financial Statements. 3 DUKE POWER COMPANY CONSOLIDATED BALANCE SHEETS (unaudited) (dollars in thousands) ASSETS June 30 December 31 1996 1995 Current Assets Cash ............................................................... $ 32,679 $ 45,410 Short-term investments ............................................. 66,193 76,300 Receivables (less allowance for losses: 1996--$6,035; 1995- $6,352) ........................................ 646,673 689,703 Inventory--at average cost ......................................... 319,880 341,841 Prepayments and other .............................................. 20,962 22,900 Total current assets ............................................. 1,086,387 1,176,154 Investments and other assets Investments in joint ventures ...................................... 191,586 163,274 Other investments, at cost or less ................................. 88,885 85,194 Nuclear decommissioning trust funds ................................ 310,236 273,466 Pre-funded pension cost ............................................ 80,000 80,000 Total investments and other assets ............................... 670,707 601,934 Property, plant and equipment Electric plant in service (at original cost) Production ........................................................ 7,257,717 7,154,332 Transmission ...................................................... 1,541,031 1,532,302 Distribution ...................................................... 4,177,770 4,105 513 Other ............................................................. 1,070,775 1,030,226 Electric plant in service ....................................... 14,047,293 13,822,373 Less accumulated depreciation and amortization .................. 5,281,253 5,122,192 Electric plant in service, net .................................. 8,766,040 8,700,181 Nuclear fuel ....................................................... 718,409 731,691 Less accumulated amortization ...................................... 453,614 453,921 Nuclear fuel, net .................................................. 264,795 277,770 Construction work in progress (including nuclear fuel in process: 1996- $15,800; 1995- $25,500) ...................................... 326,766 382,582 Total electric plant, net ....................................... 9,357,601 9,360,533 Other property - at cost (less accumulated depreciation: 1996- $31,539; 1995- $29,956) ....................................... 404,173 354,713 Total property, plant and equipment, net ........................ 9,761,774 9,715,246 Deferred debits Purchased capacity costs ........................................... 908,349 965,473 Debt expense, primarily refinancing costs, being amortized over the terms of related debt .................................... 175,648 180,930 Regulatory asset related to income taxes ........................... 488,695 490,676 Regulatory asset related to DOE assessment fee ..................... 101,274 101,274 Other ............................................................... 109,582 126,797 Total deferred debits .......................................... 1,783,548 1,865,150 Total assets......................................................... $13,302,416 $13,358,484 See Notes to Consolidated Financial Statements. 4 DUKE POWER COMPANY CONSOLIDATED BALANCE SHEETS (unaudited) (dollars in thousands) LIABILITIES AND STOCKHOLDERS' EQUITY June 30 December 31 1996 1995 Current liabilities Accounts payable ......................................................... $ 233,229 $ 343,692 Notes payable ............................................................ 95.500 155,300 Taxes accrued ............................................................ 44,081 34,884 Interest accrued ......................................................... 65,629 73,675 Current maturities of long-term debt and preferred stock ................. 83,561 12,071 Other .................................................................... 112,601 149,555 Total current liabilities .............................................. 634,601 769,177 Long-term debt ............................................................ 3,649,199 3,711,405 Accumulated deferred income taxes ......................................... 2,381,904 2,382,204 Deferred credits and other liabilities Investment tax credit .................................................... 255,743 261,347 DOE assessment fee ....................................................... 101,274 101,274 Nuclear decommissioning costs externally funded .......................... 310,236 273,466 Other .................................................................... 382,831 390,427 Total deferred credits and other liabilities ........................... 1,050,084 1,026,514 Preferred and preference stock with sinking fund requirements ............. 234,000 234,000 Preferred and preference stock without sinking fund requirements .......... 450,000 450,000 Common stockholders' equity Common stock, no par ..................................................... 1,926,909 1,926,909 Retained earnings ........................................................ 2,975,719 2,858,275 Total common stockholders' equity ...................................... 4,902,628 4,785,184 Total liabilities and stockholders' equity ................................ $13,302,416 $ 13,358,484 See Notes to Consolidated Financial Statements. 5 DUKE POWER COMPANY CONSOLIDATED STATEMENTS OF CAPITALIZATION (unaudited) (dollars in thousands) June 30 December 31 1996 1995 Common stock equity Common stock, no par, 300,000,000 shares authorized; 204,859,339 shares outstanding for 1996 and 1995 .............................. $ 1,926,909 $ 1,926,909 Retained earnings .............................................................. 2,975,719 2,858,275 Total common stock equity ................................................. 4,902,628 4,785,184 Preferred and preference stock (At June 30, 1996 and December 31, 1995 12,500,000 shares of preferred stock, 10,000,000 shares of preferred stock A, and 1,500,000 shares of preference stock were authorized with or without sinking fund requirements) Without sinking fund requirements .............................................. 450,000 450,000 With sinking fund requirements.................................................. 234,000 234,000 Total preference stock .................................................... 684,000 684,000 Long-term debt First and refunding mortgage bonds ............................................ 3,463,281 3,466,281 Capitalized leases ............................................................ 12,367 7,477 Other long-term debt .......................................................... 147,066 147,410 Unamortized debt discount and premium, net .................................... (59,335) (61,674) Current maturities of long-term debt .......................................... (74,804) (4,295) Subtotal long-term debt ................................................... 3,488,575 3,555,199 Subsidiary long-term debt Crescent Resources, Inc. ...................................................... 136,154 130,694 Nantahala Power and Light Company ............................................. 33,227 33,288 Current maturities of long-term debt .......................................... (8,757) (7,776) Subtotal subsidiary long-term debt ........................................ 160,624 156,206 Total consolidated long-term debt ..................................... 3,649,199 3,711,405 Total capitalization ........................................................... $ 9,235,827 $ 9,180,589 See Notes to Consolidated Financial Statements. 6 DUKE POWER COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Total income taxes paid for the quarter ended June 30 were $234,768,000 and $207,499,000 for 1996 and 1995, respectively. For the six months ended June 30, 1996 and 1995, income taxes paid were $236,435,000 and $220,085,000, respectively. Interest paid, net of amounts capitalized, for the quarter ended June 30 was $69,665,000 and $61,979,000 for 1996 and 1995, respectively. For the six months ended June 30, 1996 and 1995, interest paid was $137,684,000 and $129,570,000, respectively. 2. The South Carolina Public Service Commission, on May 7, 1996, ordered a rate reduction in the form of a decrement rider of 0.4319 cents per kilowatt-hour, or an average of approximately 8 percent, affecting South Carolina retail customers. The rate reduction was reflected on bills rendered on or after June 1, 1996. This net decrement rider reflects a reduction for an interim true-up adjustment associated with Catawba Nuclear Station purchased capacity costs as well as an increase for demand side management costs recovery. The rate adjustment was made because, in the South Carolina retail jurisdiction, cumulative levelized revenues associated with the recovery of Catawba purchased capacity costs have exceeded purchased capacity payments and accrual of deferred returns. 3. The Company is 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. Where appropriate, the Company has made accruals in accordance with Statement of Financial Accounting Standards No. 5 "Accounting for Contingencies," in order to provide for such matters. 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 financial position of the Company. 4. These are quarterly financial statements and the amounts reported in the Consolidated Statements of Income are not necessarily indicative of amounts expected for the respective years. These amounts may be affected by seasonal temperature variations, timing of scheduled and unscheduled maintenance of certain electric generating units, and the Company's policy of accruing estimates for certain other expenses ratably over twelve months until final amounts are determined. 5. In the opinion of the Company, the accompanying financial statements contain adjustments of a normal recurring nature such that the financial statements present fairly the financial position of the Company as of the respective dates shown and the results of its operations for the respective periods then ended. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity And Capital Resources During the period January 1, 1996 through June 30, 1996, additions to property (including nuclear fuel) of $320.6 million and retirements of $113.7 million resulted in a net increase in gross plant of $206.9 million. The Company has completed the construction of a combustion turbine facility in Lincoln County, North Carolina to provide capacity at periods of peak demand. During 1995, twelve units of the Lincoln Combustion Turbine Station began commercial operation. The last four units began commercial operation in the first quarter of 1996, two units on February 1, 1996 and two units on March 1, 1996. As a result of bids received in response to the two requests for proposals (RFP) issued in 1995, the Company signed a Letter of Intent with PECO Energy Co. of Philadelphia for the option to purchase up to 250 megawatts of capacity during the summer months of 1998 through 2001. Contract arrangements between the parties were finalized on August 1, 1996. The long-term RFP is closed and will not be awarded. The Company normally experiences seasonal peak loads in the summer and winter which are relatively in balance. On August 14, 1995, the Company experienced a new all-time peak load of 15,542 megawatts. This peak load figure excludes both the portion of the demand of the other joint owners of the Catawba Nuclear Station met by their retained ownership and the load of Nantahala Power and Light Company. Fixed charges coverage for the twelve months ended June 30, 1996, using the SEC method, was 5.05 times. Internal cash generation for the twelve months ended June 30, 1996 was 98 percent. During July 1996, the Company made its first purchases under a program, announced in March 1996, to repurchase up to $1 billion of its outstanding Common Stock over the next five years. The Company may repurchase shares periodically subject to available cash and alternative investment opportunities. The Company is 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. Where appropriate, the Company has made accruals in accordance with Statement of Financial Accounting Standards No. 5 "Accounting for Contingencies," in order to provide for such matters. 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 financial position of the Company. The South Carolina Public Service Commission, on May 7, 1996, ordered a rate reduction in the form of a decrement rider of 0.4319 cents per kilowatt-hour, or an average of approximately 8 percent, affecting South Carolina retail customers. The rate reduction was reflected on bills rendered on or after June 1, 1996. This net decrement rider reflects a reduction for an interim true-up adjustment associated with Catawba Nuclear Station purchased capacity costs as well as an increase for demand side management costs recovery. The rate adjustment was made because, in the South Carolina retail jurisdiction, cumulative levelized revenues associated with the recovery of Catawba purchased capacity costs have exceeded purchased capacity payments and accrual of deferred returns. On April 24, 1996, the Federal Energy Regulatory Commission (FERC) issued final rules on open access transmission. On July 9, 1996, the Company filed a pro forma open access transmission tariff complying with the requirements of the final rules. Such a filing was required of all transmission-owning utilities subject to the FERC's final rules. The Company also filed on that date a proposed settlement of all 8 rate issues previously pending before the FERC. The Company's pro forma tariff contains the rates agreed upon under the settlement. The settlement and the July 9, 1996 tariff filing remain subject to final FERC approval. Results of Operations Earnings per share for the second quarter and year-to-date June 1996 were $0.71 and $1.59, respectively, up 16.4% and 3.9% compared to the same periods in 1995. Revenues for the second quarter and year-to-date June 1996 increased by $67.3 and $118.3 million, respectively, when compared to the same periods in 1995. Total electric sales for the second quarter were up 5.3% compared to the second quarter of 1995. Warmer weather in May and June contributed to increases in billed residential and general service sales of 14.5% and 7.4%, respectively. Textile sales were down 6.4%, due to a weaker demand for textile goods, while other industrial sales were up 1.1%. This increase in revenues was also partially aided by increased revenues from the Associated Enterprises Group business units. For year-to-date June 1996, total revenues increased primarily due to warmer summer and colder winter weather and contributions from the Associated Enterprises Group business units. Fuel expense for the second quarter and year-to-date June 1996 increased by $14.9 and $22.0 million, respectively, compared to the same periods in 1995. These increases were primarily due to higher levels of fossil generation as a percentage of total generation. Net interchange and purchased power expense decreased $22.2 and $27.2 million for the second quarter and year-to-date June 1996, respectively, compared to the same periods in 1995. These decreases were primarily due to decreases in power purchased from the other Catawba joint owners. Operating and maintenance expenses increased $24.7 million for the second quarter 1996 compared to the same period in 1995. This 7.6% increase was primarily due to higher nuclear outage costs associated with the timing of planned refueling outages at the Company's nuclear power stations. Increased activity of the Associated Enterprises Group business units also resulted in increased costs. Year-to-date June 1996 operating and maintenance expenses increased $72.6 million compared to the same period in 1995. This increase was primarily due to costs associated with a severe winter storm affecting large portions of the Company's service area in February 1996 and higher planned nuclear refueling outage costs. Costs incurred in connection with the increased activity of the Associated Enterprises Group business units also contributed to this increase. Depreciation and amortization increased $10.0 and $20.0 million for the second quarter and year-to-date June 1996, respectively, compared to the same periods in 1995. These increases are primarily due to the completion of the Lincoln Combustion Turbine Station and additions to distribution plant, including investment to support customer growth. Allowance for funds used during construction and other deferred returns decreased $5.2 and $7.9 million for the second quarter and year-to-date June 1996, respectively, compared to the same periods in 1995. These decreases were largely due to the completion of the Lincoln Combustion Turbine Station. 9 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Company's Annual Meeting of Shareholders on April 25, 1996, the shareholders of the Company elected G. Alex Bernhardt, W. A. Coley, W.H. Grigg and Max Lennon as Class II directors to serve until the Annual Meeting of Shareholders to be held in 1999, or until their successors are elected and qualified. The shareholders also voted to approve the Duke Power Company Stock Incentive Plan, and further voted to ratify the selection of Deloitte & Touche to act as independent auditors to make an examination of the Company's accounts for the year 1996. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits (27) Financial Data Schedule (included in electronic filing only) (B) Reports on Form 8-K The Company filed no Form 8-K reports during the second quarter of 1996. 10 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 Date: August 9, 1996 _________________________________ Richard J. Osborne Senior Vice President and Chief Financial Officer Date: August 9, 1996 _________________________________ Jeffrey L. Boyer Controller