SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
DUKE POWER COMPANY
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report for the
fiscal year ended December 31, 1996, on Form 10-K as filed with the
Securities and Exchange Commission as follows:
By including as an Exhibit thereto the registrant's Annual
Report on Form 11-K with respect to the Stock Purchase-Savings
Program for Employees and the Employees' Stock Ownership Plan
of Duke Power Company for the fiscal years ended October 31,
1996 and December 31, 1996, respectively.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DUKE POWER COMPANY
By____________________________
Ellen T. Ruff
Date: April 25, 1997 Secretary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1996
of
DUKE POWER COMPANY STOCK PURCHASE-SAVINGS
PROGRAM FOR EMPLOYEES
and
For the Year Ended December 31, 1996
of
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
Issuer of Securities held pursuant to the Program and Plan is
DUKE POWER COMPANY, 422 South Church Street,
Charlotte, North Carolina 28242-0001
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
Statements of Participants' Investment as of October 31, 1996
and 1995, Statements of Changes in Participants' Investment
for the fiscal years ended October 31, 1996, 1995 and 1994,
Supplemental Schedules and Independent Auditors' Report
TABLE OF CONTENTS Page
Independent Auditors' Report 2
Financial Statements
Statements of Participants' Investment as of October 31, 1996 and 1995 3
Statements of Changes in Participants' Investment for the fiscal years ended October 31,
1996, 1995 and 1994 4
Notes to Financial Statements 5-10
Schedule I - Investments in Securities 11
Schedule II - Participants' Investment 12-13
Schedule III - Changes in Participants' Investment 14-16
INDEPENDENT AUDITORS' REPORT
Duke Power Company Stock Purchase-Savings Program for Employees:
We have audited the accompanying Statements of Participants' Investment of the
Duke Power Company Stock Purchase-Savings Program for Employees (the Program) as
of October 31, 1996 and 1995, and the related Statements of Changes in
Participants' Investment for each of the three years in the period ended October
31, 1996. These financial statements are the responsibility of the Program's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the participants' investment in the Program at October 31, 1996 and
1995, and the changes in participants' investment for each of the three years in
the period ended October 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements of the Program taken as a whole. The supplemental
information of investments in securities, participants' investment and changes
in participants' investment is presented for the purpose of additional analysis
of the basic financial statements rather than to present information regarding
participants' investment and changes in participants' investment by the
individual funds, and is not a required part of the basic financial statements.
This supplemental information is the responsibility of the Program's management.
Such supplemental information by fund has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Charlotte, North Carolina
April 15, 1997
2
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
STATEMENT OF PARTICIPANTS' INVESTMENT As of October 31, 1996 and 1995 (To be
filed under cover of Form SE)
3
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
STATEMENT OF CHANGES IN PARTICIPANTS' INVESTMENT
For the Fiscal Years Ended October 31, 1996, 1995 and 1994
(To be filed under cover of Form SE)
4
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PROGRAM
Purpose and Participation
The purpose of the Duke Power Company Stock Purchase-Savings Program
for Employees (the "Program") is to provide an opportunity for eligible
employees of Duke Power Company (the "Company") and its affiliates,
Crescent Resources, Inc., Nantahala Power and Light Company, Duke
Energy Corp., and Duke Engineering & Services, Inc. (including its
wholly-owned subsidiaries DE&S Northwest, Inc. and Intera, Inc.), to
enhance their long-range financial security and retirement planning
through tax deferred savings with the benefit of contributions by the
employer, and to acquire an interest in the Company through ownership
of Duke Power Company Common Stock ("Common Stock"), thus enhancing the
incentive for employees to contribute to the success of the Company.
Employees are eligible to participate if they (1) have attained the age
of eighteen on the first day of the program year and (2) become
full-time employees by the first working day of August and have
continuous service through November 1 (eligible for November 1 entry)
or have worked 1,000 hours in any 12 month period prior to May 1
(eligible for May 1 entry). May 1 enrollment is only offered to
employees who have become eligible since November 1.
Effective January 1, 1997, the name of the Plan was changed to the Duke
Power Company Retirement Savings Plan and the plan year was designated
to be on a calendar basis. On this date, employees are eligible to
participate if they 1) have attained the age of eighteen and 2) have
been an Employee throughout the three immediately preceding calendar
months.
Contributions
A participant may authorize payroll reductions from eligible earnings
in the form of Deferrals and Additional Deferrals. A participant may
elect company matched Deferrals from 1.5 percent to 5 percent of
eligible earnings, depending upon years of employment. A participant
may elect non-company matched Additional Deferrals depending upon years
of employment and the participant's level of compensation. Both the
Deferrals and Additional Deferrals of some highly compensated employees
may be limited by various provisions of the Internal Revenue Code. All
Deferrals and Additional Deferrals are exempt from federal and state
income tax withholding in the year they are deferred, but both are
subject to payroll taxes. Both Deferrals and Additional Deferrals are
intended to satisfy the requirements of Section 401(k) of the Internal
Revenue Code. The employer contributes to
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the Program on behalf of a participant an amount equal to 100 percent
of the participant's Deferrals in any pay period. These employer
matching contributions are not intended to satisfy the requirements of
Section 401(k) of the Internal Revenue Code.
Effective January 1, 1997, employees may elect payroll reductions of up
to 10 percent of eligible earnings without regard to years of service.
The new Deferrals may range from 1 percent to 6 percent while the
Additional Deferrals may range from 1 percent to 4 percent. Both the
Deferrals and Additional Deferrals of some highly compensated employees
may be limited by various provisions of the Internal Revenue Code. All
Deferrals and Additional Deferrals are exempt from federal and state
income tax withholding in the year they are deferred, but both are
subject to payroll taxes. Both Deferrals and Additional Deferrals are
intended to satisfy the requirements of Section 401(k) of the Internal
Revenue Code. The employer shall contribute an amount equal to 100
percent of the first 3 percent of all Deferrals and 50 percent of the
next 3 percent of Deferrals in any pay period. These employer matching
contributions are not intended to satisfy the requirements of Section
401(k) of the Internal Revenue Code.
Investments
Program participants may invest, subject to limitations discussed
below, the money in their account in any or all of the funds offered in
the Program. Participants who continue to hold U.S. Savings Bonds are
restricted to investing in the Duke Power Company Common Stock Fund.
Each participant buys "units" of a fund based on its market price. The
value of an account is updated daily. Throughout the plan year, the
following funds were offered for investment:
(bullet) American Funds New Perspective Objective is long-term capital
growth through worldwide
investments.
(bullet) Dreyfus General Money Market
Fund, Inc. - Diversified, open-ended mutual
fund that seeks to provide as
high a level of current income
as is consistent with the
preservation of capital and
maintenance of liquidity.
(bullet) Dreyfus S&P 500 Index Fund,
Inc. - Objective is to provide
investment results that
correspond to the price and
yield performance of publicly
traded common stocks in the
aggregate, as represented by
the Standard & Poor's 500
Composite Stock Price Index.
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(bullet) Duke Power Company Common Stock
Fund - Consists solely of Duke Power
Company Common Stock and a
small percentage of
uninvested cash that may
be used to cover loans,
transfers and distributions.
(bullet) Kemper U.S. Government
Securities Fund - Offers high current income,
liquidity and security of
principal.
(bullet) Twentieth Century Balanced
Investors Fund - Objective is capital growth
and current income.
The Company reserves the right to change the investment funds offered
from time to time as conditions merit. Units in any fund listed above
that is deleted would be liquidated and transferred to another fund of
the participant's choice. The selection from available investment funds
is the sole responsibility of each participant. The Program is intended
to satisfy the requirements of Section 404(c) of the Employee
Retirement Income Security Act.
Participants' Accounts
Within 15 days of the end of the calendar month during which such
payroll reductions are made, the Deferrals and Additional Deferrals are
invested as directed by the participant. Employer matching
contributions are applied to the purchase of Common Stock or units of
the Common Stock Fund. Shares may be issued directly by the Company or
obtained by open market purchase. The shares are allocated to the
individual accounts of the participants in proportion to the amounts of
their Deferrals, Additional Deferrals and related employer
contributions. Dividends on Common Stock are applied in the same
manner, and the purchased shares are allocated to individual accounts
in proportion to the shares on which the dividends are paid.
The number of participant accounts in the Program for the class years
ended October 31, 1996, 1995 and 1994 were 18,825, 18,945 and 19,085,
respectively.
Vesting and Distribution
All Company contributions are 100 percent vested for all participants.
The participants' Deferrals, Additional Deferrals and employer matching
contributions during the program year are paid into a class formed for
that year. At the end of the program year, the class is closed and no
further payments for that class are made. Employer matching
contributions and earnings thereon may be distributed to the
participants upon maturity of each class year or may be retained in the
Program. A cash payout option has also been added to the
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Program, permitting participants to take withdrawals in either Duke
Power Company Common Stock or cash. Deferrals, Additional Deferrals and
earnings thereon may be distributed only pursuant to Section 401(k) of
the Internal Revenue Code.
Employees may borrow, with some limitations, from the portion of their
account which is subject to Section 401(k). The loan interest rate is
based on the rate charged by the Trustee on similar commercial loans
and the normal repayment period can be up to 60 months.
The liability for distributions to matured classes is estimated at the
Program's year end based on the October 31st market price of Duke Power
Company's Common Stock. There was no liability for distributions at
October 31, 1996 or 1995.
Rights Upon Termination
The Company expects and intends to continue the Program indefinitely,
but has reserved the right to amend, suspend or terminate the Program
at any time. In the event of termination of the Program, the net assets
of the Program would be distributed to the participants based on the
balances in their individual accounts at the date of termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Administrative Costs
The Company pays all administrative costs relating to the Program.
Investment Valuation and Income Recognition
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan
at year-end. The Company stock is valued at its quoted market price.
Participant loans are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
3. APPRECIATION (DEPRECIATION) IN MARKET VALUE OF INVESTMENTS
The total cost, market value and net change in unrealized appreciation
(depreciation) in market value of Duke Power Company Common Stock and
other fund investments at October 31, 1996, 1995 and 1994 are
summarized in the following schedule:
8
PAGE 9
APPRECIATION (DEPRECIATION) OF MARKET VALUE OF INVESTMENTS
FILED UNDER FORM SE.
9
4. TAX CONSEQUENCES OF THE PROGRAM
The Internal Revenue Service has determined and informed the Company by
a letter dated September 7, 1995, that the Plan is qualified and the
trust which forms a part of the Program is exempt from federal income
tax under the provision of Section 501(a) of the Internal Revenue Code.
The Plan, as amended effective January 1, 1997, is intended to satisfy
the requirements of the Internal Revenue Code for a tax-qualified plan.
Program participants are not taxed on either the income earned or
employer contributions until such time as distributions are made.
Deferrals and Additional Deferrals are based on pre-tax earnings.
Therefore, the employees' current taxable income, and thus current
income taxes, are generally reduced.
The Internal Revenue Code imposes a 10 percent additional tax on the
taxable portion of a withdrawal or distribution from the Program. This
tax is in addition to regular income tax. Distributions after age 59
1/2 or upon separation from service after attaining the age 55,
disability or death are not subject to the additional tax. Also exempt
are qualifying distributions that are rolled over to an Individual
Retirement Account (IRA).
The Code requires in some cases that 20 percent of the taxable portion
of any distribution other than a distribution of Duke Power Company
Common Stock be withheld for federal income tax. Withholding is not
required when the Trustee for the Program transfers the distribution
directly to an IRA sponsored by the participant.
5. THE TRUSTEE
All Program assets are held by the Trustee, Wachovia Bank of North
Carolina, N.A., Winston-Salem, North Carolina.
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PAGES 11-16.
SUPPLEMENTAL SCHEDULES FILED UNDER FORM SE.
DUKE POWER COMPANY
EMPLOYEES' STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan Distributions as
of December 31, 1996 and 1995, Statements of Changes in Net Assets
Available for Plan Distributions for the Years Ended December 31, 1996,
1995 and 1994, and Independent Auditors' Report
TABLE OF CONTENTS PAGE
Independent Auditors' Report 3
Financial Statements
Statements of Net Assets Available for Plan Distributions as of December 31, 1996 and 1995 4
Statements of Changes in Net Assets Available for Plan Distributions for the Years Ended 5
December 31, 1996, 1995 and 1994
Notes to Financial Statements 6 - 9
Independent Auditors' Consent 10
NOTE: Schedules I, II and III are omitted because of the absence of conditions under which they
are required, or because the required information is included in the financial statements
or notes thereto.
2
INDEPENDENT AUDITORS' REPORT
Duke Power Company Employees' Stock Ownership Plan:
We have audited the accompanying Statements of Net Assets Available for
Plan Distributions of Duke Power Company Employees' Stock Ownership
Plan (the Plan) as of December 31, 1996 and 1995, and the related
Statements of Changes in Net Assets Available for Plan Distributions
for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Plan at December 31,
1996 and 1995, and the changes in its net assets available for plan
distributions for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Charlotte, North Carolina
April 15, 1997
3
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
AS OF DECEMBER 31, 1996 AND 1995
(DOLLARS IN THOUSANDS)
NOTES 1996 1995
---- ----
INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK - At quoted
market value (1996 - 1,213,092 shares; 1995 - 1,242,189
shares) 4 $56,112 $58,854
LESS LIABILITY FOR: 1
Distributions payable to participants 175 -
Distributions payable to terminated participants 29 60
---- ----
Total Liabilities $ 204 $ 60
----- -----
NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
$55,908 $58,794
======= =======
See notes to financial statements.
4
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
NOTES 1996 1995 1994
----- ---- ---- ----
INCREASES (DECREASES):
Dividends and interest $2,504 $2,480 $2,421
Net unrealized appreciation (depreciation) in market
value of Duke Power Company Common Stock
4 (3,389) 9,946 (8,051)
Distributions of appreciated (depreciated) securities: 1
Matured class participants (937) (720) (354)
Terminated participants (2,828) (1,795) (2,463)
Participants electing distribution
of dividends (349) (366) (386)
---------------- ----------------- -----------------
Total Distributions (4,114) (2,881) (3,203)
Realized gain related to distributions of appreciated 1
(depreciated) securities:
Matured class participants 448 477 1,450
Terminated participants 1,665 1,109 1,147
---------------- ----------------- -----------------
Total Realized Gain 2,113 1,586 2,597
---------------- ----------------- -----------------
NET INCREASE (DECREASE) (2,886) 11,131 (6,236)
BALANCE, BEGINNING OF YEAR 58,794 47,663 53,899
---------------- ----------------- -----------------
BALANCE, END OF YEAR $55,908 $58,794 $47,663
================ ================= =================
See notes to financial statements.
5
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Purpose and Participation - Duke Power Company and its
affiliates, Crescent Resources, Inc. and Duke Engineering & Services,
Inc., (collectively referred to as the "Employing Company"), have
adopted an Employee Stock Ownership Plan (the Plan) for their employees.
The Plan is a stock bonus plan designed to promote investment by
employees in Duke Power Company. Employees are eligible to participate
if they (1) have attained the age of eighteen on the first day of the
plan year, (2) have been employees for the three immediately preceding
calendar months, and (3) are not members of a unit of employees covered
by a collective bargaining agreement which provides for retirement
benefits not available to employees generally. No participants have been
added to the Plan since 1987. The plan year consists of a calendar 12
months.
The Plan was amended in December 1987 to allow participants to elect to
receive, in cash, dividends paid on shares held in their accounts.
Contributions - Prior to 1987, Employing Company contributions to the
Plan were based on investment tax credits and payroll-tax credits. All
such tax credits have now been repealed. The Employing Company has not
made a contribution to the Plan since 1987 and does not anticipate
making any further contributions to the Plan.
Participants' Accounts - Separate accounts by plan year are maintained
for each participant to accumulate any annual allocations and dividends
earned thereon.
At December 31, 1996 there were 9,163 participant accounts in the Plan,
including 1,252 accounts of persons terminated from employment who were
eligible to receive their vested benefits.
Vesting and Distributions - The Plan provides for immediate vesting.
Distributions for a plan year are available at the end of the seventh
plan year after contributions are made. As of February 1995, all
contributions have been held in the Plan for at least seven years and
are available for distribution to the participants. Plan account
balances may be distributed upon retirement or termination, or funds may
be left in the Plan until requested (up to age 70 1/2).
The liability for distributions payable to terminated participants is
estimated at year end based on the year end market price of Duke Power
Company's common stock. Differences between estimated distribution and
actual distribution amounts are reflected in the subsequent year's
"Distributions of appreciated (depreciated) securities."
Right to Amend or Terminate - The Employing Company has reserved the
right to amend or terminate the Plan, at any time, by resolution of the
Management Committee of the Board of Directors of Duke Power Company. If
the Plan were terminated, all assets of the Plan would be distributed to
the individual participants based upon the balances in their individual
accounts at date of termination.
6
Valuation of the Plan - The Plan's investments are stated at fair value.
The Company stock is valued at its quoted market price.
2. BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis
of accounting.
3. ADMINISTRATIVE COSTS
The Company pays all administrative costs relating to the Plan.
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4. INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK
The net change in unrealized appreciation (depreciation) in market value
of investments for the years ended December 31, 1996, 1995 and 1994 is
as follows (dollars in thousands):
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
------------------ ------------------ -------------------------
1996:
December 31, 1996 $56,112 $25,581 $30,531
December 31, 1995 58,854 24,934 33,920
------------------ ------------------ -------------------------
Net Change $(2,742) $647 $(3,389)
================== ================== =========================
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
------------------ ------------------ -------------------------
1995:
December 31, 1995 $58,854 $24,934 $33,920
December 31, 1994 48,039 24,065 23,974
------------------ ------------------ -------------------------
Net Change $10,815 $869 $9,946
================== ================== =========================
Net
Unrealized
Market Appreciation
Value Cost (Depreciation)
------------------ ------------------ -------------------------
1994:
December 31, 1994 $48,039 $24,065 $23,974
December 31, 1993 56,946 24,921 32,025
------------------ ------------------ -------------------------
Net Change $(8,907) $(856) $(8,051)
================== ================== =========================
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5. TAX CONSEQUENCES OF THE PLAN
The Plan, as amended, has been approved by the Internal Revenue Service by a
letter dated September 7, 1995, as a qualified employees' trust under
Sections 401 and 409(a) of the Internal Revenue Code. The Plan is exempt
from income taxes under Section 501(a) of the Code.
Plan participants are not taxed on either the income earned or Employing
Company contributions until distributions are made.
The Internal Revenue Code imposes a 10 percent additional federal income tax
on the taxable portion of the Plan's distributions, unless the employee has
reached age 59 1/2. The 10 percent additional tax does not apply to certain
distributions that are specifically exempted by the Code: termination of
employment after reaching age 55, disability or death. Also exempt are
qualifying distributions that are rolled over to an Individual Retirement
Account (IRA). The Code also requires, in some cases, that 20 percent of the
taxable portion of any distribution (other than a distribution of Duke Power
Company common stock) must be withheld for federal income tax. Withholding
is not required where the Trustee for the Plan transfers the distribution
directly to an individual retirement arrangement sponsored by the
participant.
6. THE TRUSTEE
In accordance with terms of a trust agreement, the Trustee, Wachovia Bank of
North Carolina, N.A., holds all investments and makes distributions to
participants.
9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment No. 11
to Registration Statement No. 2-72172 of Duke Power Company on Form S-8 of our
reports dated April 15, 1997, appearing in this Annual Report on Form 11-K with
respect to the Duke Power Company Stock Purchase-Savings Program for Employees
for the fiscal year ended October 31, 1996 and the Duke Power Company Employees'
Stock Ownership Plan for the year ended December 31, 1996.
Deloitte & Touche LLP
Charlotte, North Carolina
April 15, 1997
10