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Commission
File
Number |
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Exact name of registrants as specified in their
charters, address of principal executive offices and
registrants' telephone number |
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IRS Employer
Identification
Number |
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|
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|
|
|
1-8841
1-3545
|
FPL GROUP, INC.
FLORIDA POWER & LIGHT COMPANY
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000 |
59-2449419
59-0247775
|
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State or other jurisdiction of incorporation or organization: Florida
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Indicate by check mark whether the registrants (1) have 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 and (2) have been subject to such filing requirements for the past 90 days. Yes X No ___
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Indicate by check mark whether FPL Group, Inc. is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes X No ___
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Indicate by check mark whether Florida Power & Light Company is an accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes No X
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APPLICABLE ONLY TO CORPORATE ISSUERS:
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The number of shares outstanding of FPL Group, Inc. common stock, as of the latest practicable date: Common Stock, $0.01 par value, outstanding at April 30, 2003: 183,288,175 shares.
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As of April 30, 2003, there were issued and outstanding 1,000 shares of Florida Power & Light Company's common stock, without par value, all of which were held, beneficially and of record, by FPL Group, Inc.
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This combined Form 10-Q represents separate filings by FPL Group, Inc. and Florida Power & Light Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Florida Power & Light Company makes no representations as to the information relating to FPL Group, Inc.'s other operations.
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CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS |
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In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), FPL Group, Inc. (FPL Group) and Florida Power & Light Company (FPL) are hereby filing cautionary statements identifying important factors that could cause FPL Group's or FPL's actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of FPL Group and FPL in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Ac
cordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause FPL Group's or FPL's actual results to differ materially from those contained in forward-looking statements made by or on behalf of FPL Group and FPL.
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Any forward-looking statement speaks only as of the date on which such statement is made, and FPL Group and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
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The following are some important factors that could have a significant impact on FPL Group's and FPL's operations and financial results, and could cause FPL Group's and FPL's actual results or outcomes to differ materially from those discussed in the forward-looking statements:
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·
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FPL Group and FPL are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA), and the Public Utility Holding Company Act of 1935, as amended (Holding Company Act), changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), the Florida Public Service Commission (FPSC) and the utility commissions of other states in which FPL Group has operations, and the U.S. Nuclear Regulatory Commission (NRC), with respect to, among other things, allowed rates of return, industry and rate structure, operation of nuclear power facilities, operation and construction of plant facilities, operation and construction of transmission facilities, acquisition, disposal, depreciation and amortization of assets and facilities, recovery of fuel and purchased power costs, decommissioning costs, return on common equity and equity ratio limits, and present or prospective wholesale and retail competition (incl
uding but not limited to retail wheeling and transmission costs). The FPSC has the authority to disallow recovery of costs that it considers excessive or imprudently incurred.
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·
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The regulatory process generally restricts FPL's ability to grow earnings and does not provide any assurance as to achievement of earnings levels.
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·
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FPL Group and FPL are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the use of certain fuels required for the production of electricity. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
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·
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FPL Group and FPL operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. FPL Group and its subsidiaries will need to adapt to these changes and may face increasing competitive pressure.
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·
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The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines or pipelines, the dependence on a specific fuel source or the impact of unusual or adverse weather conditions (including natural disasters such as hurricanes), as well as the risk of performance below expected levels of output or efficiency. This could result in lost revenues and/or increased expenses. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. In addition to these risks, FPL Group's and FPL's nuclear units face certain risks that are unique to the nuclear industry including additional regulatory actions up to and including shutdown of the units stemming from public safety concerns, whether at FPL Group's and FPL's plants, or at the plants of other nuclear operators. Breakdown or failure of an FPL Energy, LLC (FPL Energy) operating facility may prev
ent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages.
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·
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FPL Group's and FPL's ability to successfully and timely complete their power generation facilities currently under construction, those projects yet to begin construction or capital improvements to existing facilities is contingent upon many variables and subject to substantial risks. Should any such efforts be unsuccessful, FPL Group and FPL could be subject to additional costs, termination payments under committed contracts and/or the write-off of their investment in the project or improvement.
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·
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FPL Group and FPL use derivative instruments, such as swaps, options, futures and forwards to manage their commodity and financial market risks, and to a lesser extent, engage in limited trading activities. FPL Group could recognize financial losses as a result of volatility in the market values of these contracts, or if a counterparty fails to perform. In addition, FPL's use of such instruments could be subject to prudency challenges by the FPSC and if found imprudent, cost disallowance.
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·
|
There are other risks associated with FPL Group's non-rate regulated businesses, particularly FPL Energy. In addition to risks discussed elsewhere, risk factors specifically affecting FPL Energy's success in competitive wholesale markets include the ability to efficiently develop and operate generating assets, the price and supply of fuel, transmission constraints, competition from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel and electricity, and there are other financial, counterparty and market risks that are beyond the control of FPL Energy. FPL Energy's inability or failure to effectively hedge its assets or positions against changes in commodity prices, interest rates, counterparty credit risk or other risk measures could significantly impair its future financial results. In keeping with industry trends, a portion of FPL Energy's power generation facilities operate wholly or partially without long-term power pu
rchase agreements. As a result, power from these facilities is sold on the spot market or on a short-term contractual basis, which may affect the volatility of FPL Group's financial results. In addition, FPL Energy's business depends upon transmission facilities owned and operated by others; if transmission is disrupted or capacity is inadequate or unavailable FPL Energy's ability to sell and deliver its wholesale power may be limited.
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·
|
FPL Group is likely to encounter significant competition for acquisition opportunities that may become available as a result of the consolidation of the power industry. In addition, FPL Group may be unable to identify attractive acquisition opportunities at favorable prices and to successfully and timely complete and integrate them.
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·
|
FPL Group and FPL rely on access to capital markets as a significant source of liquidity for capital requirements not satisfied by operating cash flows. The inability of FPL Group and FPL to maintain their current credit ratings could affect their ability to raise capital on favorable terms, particularly during times of uncertainty in the capital markets which, in turn, could impact FPL Group's and FPL's ability to grow their businesses and would likely increase interest costs.
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·
|
FPL Group's and FPL's results of operations can be affected by changes in the weather. Weather conditions directly influence the demand for electricity and natural gas and affect the price of energy commodities, and can affect the production of electricity at wind and hydro-powered facilities. In addition, severe weather can be destructive, causing outages and/or property damage, which could require additional costs to be incurred.
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·
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FPL Group and FPL are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims; as well as the effect of new, or changes in, tax rates or policies, rates of inflation or accounting standards.
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·
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FPL Group and FPL are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S., and the increased cost and adequacy of security and insurance.
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|
·
|
FPL Group's and FPL's ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national events as well as company-specific events.
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|
·
|
FPL Group and FPL are subject to employee workforce factors, including loss or retirement of key executives, availability of qualified personnel, collective bargaining agreements with union employees or work stoppage.
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|
The issues and associated risks and uncertainties described above are not the only ones FPL Group and FPL may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair FPL Group's and FPL's businesses in the future.
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Three Months Ended
March 31, |
|
|
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING REVENUES |
$ |
2,173 |
|
$ |
1,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
Fuel, purchased power and interchange |
|
1,021 |
|
|
732 |
|
|
Other operations and maintenance |
|
393 |
|
|
346 |
|
|
Depreciation and amortization |
|
259 |
|
|
264 |
|
|
Taxes other than income taxes |
|
192 |
|
|
173 |
|
|
|
|
|
|
Total operating expenses |
|
1,865 |
|
|
1,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME |
|
308 |
|
|
256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (DEDUCTIONS) |
|
|
|
|
|
|
|
Interest charges |
|
(77 |
) |
|
(80 |
) |
|
Preferred stock dividends - FPL |
|
(4 |
) |
|
(4 |
) |
|
Equity in earnings of equity method investees |
|
34 |
|
|
9 |
|
|
Other - net |
|
(8 |
) |
|
4 |
|
|
|
|
|
|
Total other deductions - net |
|
(55 |
) |
|
(71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS BEFORE INCOME TAXES |
|
253 |
|
|
185 |
|
|
|
|
|
|
|
|
|
INCOME TAXES |
|
78 |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE |
|
175 |
|
|
166 |
|
|
|
|
|
|
|
|
|
Cumulative effect of ADOPTING fas 142, "GOODWILL AND OTHER |
|
|
|
|
|
|
|
INTANGIBLE ASSETS," NET OF INCOME TAXES OF $143 |
|
- |
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
175 |
|
$ |
(56 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share of common stock (basic and assuming dilution): |
|
|
|
|
|
|
|
Earnings per share before cumulative effect of adopting FAS 142 |
$ |
0.99 |
|
$ |
0.98 |
|
|
Cumulative effect of adopting FAS 142 |
$ |
- |
|
$ |
(1.31 |
) |
|
Earnings (loss) per share |
$ |
0.99 |
|
$ |
(0.33 |
) |
|
|
|
|
|
|
|
|
Dividends per share of common stock |
$ |
0.60 |
|
$ |
0.58 |
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
176.8 |
|
|
169.1 |
|
|
Assuming dilution |
|
177.1 |
|
|
169.3 |
|
|
This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements (Notes) herein and the Notes to Consolidated Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (2002 Form 10-K) for FPL Group and FPL.
|
|
March 31,
2003 |
|
December 31,
2002 |
|
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT |
|
|
|
|
|
|
|
Electric utility plant in service and other property |
$ |
24,509 |
|
$ |
23,664 |
|
|
Nuclear fuel - net |
|
199 |
|
|
202 |
|
|
Construction work in progress |
|
2,819 |
|
|
2,639 |
|
|
Less accumulated depreciation and amortization |
|
(11,072 |
) |
|
(12,201 |
) |
|
|
|
|
|
Total property, plant and equipment - net |
|
16,455 |
|
|
14,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
332 |
|
|
266 |
|
|
Customer receivables, net of allowances of $24 and $26, respectively |
|
672 |
|
|
642 |
|
|
Other receivables |
|
293 |
|
|
223 |
|
|
Materials, supplies and fossil fuel inventory - at average cost |
|
407 |
|
|
448 |
|
|
Deferred clause expenses |
|
310 |
|
|
131 |
|
|
Other |
|
247 |
|
|
198 |
|
|
|
|
|
|
Total current assets |
|
2,261 |
|
|
1,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS |
|
|
|
|
|
|
|
Special use funds |
|
1,922 |
|
|
1,921 |
|
|
Other investments |
|
742 |
|
|
697 |
|
|
Other |
|
1,015 |
|
|
960 |
|
|
|
|
|
|
Total other assets |
|
3,679 |
|
|
3,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
$ |
22,395 |
|
$ |
19,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITALIZATION |
|
|
|
|
|
|
|
Common stock |
$ |
2 |
|
$ |
2 |
|
|
Additional paid-in capital |
|
3,121 |
|
|
3,091 |
|
|
Retained earnings |
|
3,349 |
|
|
3,281 |
|
|
Accumulated other comprehensive income |
|
24 |
|
|
16 |
|
|
|
|
|
|
Total common shareholders' equity |
|
6,496 |
|
|
6,390 |
|
|
Preferred stock of FPL without sinking fund requirements |
|
226 |
|
|
226 |
|
|
Long-term debt |
|
5,791 |
|
|
5,790 |
|
|
|
|
|
|
Total capitalization |
|
12,513 |
|
|
12,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
Commercial paper |
|
1,789 |
|
|
1,822 |
|
|
Notes payable |
|
575 |
|
|
375 |
|
|
Current maturities of long-term debt |
|
105 |
|
|
105 |
|
|
Accounts payable |
|
746 |
|
|
458 |
|
|
Customers' deposits |
|
325 |
|
|
316 |
|
|
Accrued interest and taxes |
|
253 |
|
|
169 |
|
|
Deferred clause revenues |
|
59 |
|
|
62 |
|
|
Other |
|
660 |
|
|
604 |
|
|
|
|
|
|
Total current liabilities |
|
4,512 |
|
|
3,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER LIABILITIES AND DEFERRED CREDITS |
|
|
|
|
|
|
|
Asset retirement obligations |
|
1,999 |
|
|
- |
|
|
Accumulated deferred income taxes |
|
1,683 |
|
|
1,547 |
|
|
Storm and property insurance reserve |
|
309 |
|
|
298 |
|
|
Other |
|
1,379 |
|
|
1,628 |
|
|
|
|
|
|
Total other liabilities and deferred credits |
|
5,370 |
|
|
3,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CAPITALIZATION AND LIABILITIES |
$ |
22,395 |
|
$ |
19,790 |
|
|
|
|
|
|
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2002 Form 10-K for FPL Group and FPL.
|
|
Three Months Ended
March 31, |
|
|
|
2003 |
|
2002 |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
Net income (loss) |
$ |
175 |
|
$ |
(56 |
) |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
248 |
|
|
252 |
|
|
Goodwill impairment |
|
- |
|
|
365 |
|
|
Increase (decrease) in deferred income taxes and related regulatory credit |
|
132 |
|
|
(45 |
) |
|
Cost recovery clauses |
|
(171 |
) |
|
193 |
|
|
Increase in restricted cash |
|
(16 |
) |
|
(39 |
) |
|
(Increase) decrease in customer receivables |
|
(31 |
) |
|
21 |
|
|
Increase in other receivables |
|
(73 |
) |
|
(35 |
) |
|
Decrease in material, supplies & fuel |
|
41 |
|
|
71 |
|
|
(Increase) decrease in other current assets |
|
(33 |
) |
|
13 |
|
|
Increase in deferred pension cost |
|
(26 |
) |
|
(28 |
) |
|
Increase (decrease) in accounts payable |
|
288 |
|
|
(51 |
) |
|
Increase in customers' deposits |
|
9 |
|
|
11 |
|
|
Increase in accrued interest & taxes |
|
84 |
|
|
41 |
|
|
Increase (decrease) in other current liabilities |
|
71 |
|
|
(6 |
) |
|
Decrease in other liabilities |
|
(45 |
) |
|
(48 |
) |
|
Equity in earnings of equity method investees |
|
(34 |
) |
|
(9 |
) |
|
Distribution of earnings from equity method investees |
|
8 |
|
|
12 |
|
|
Other - net |
|
59 |
|
|
28 |
|
|
|
|
|
|
Net cash provided by operating activities |
|
686 |
|
|
690 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
Capital expenditures of FPL |
|
(299 |
) |
|
(269 |
) |
|
Independent power investments |
|
(302 |
) |
|
(257 |
) |
|
Capital expenditures of FPL FiberNet, LLC |
|
(1 |
) |
|
(3 |
) |
|
Contributions to special use funds |
|
(69 |
) |
|
(19 |
) |
|
Other - net |
|
(17 |
) |
|
(5 |
) |
|
|
|
|
|
Net cash used in investing activities |
|
(688 |
) |
|
(553 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Issuances of long-term debt |
|
- |
|
|
573 |
|
|
Increase (decrease) in short-term debt |
|
167 |
|
|
(567 |
) |
|
Issuances of common stock |
|
16 |
|
|
6 |
|
|
Dividends on common stock |
|
(106 |
) |
|
(98 |
) |
|
Other - net |
|
(9 |
) |
|
(16 |
) |
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
68 |
|
|
(102 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
66 |
|
|
35 |
|
|
Cash and cash equivalents at beginning of period |
|
266 |
|
|
82 |
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
332 |
|
$ |
117 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
Supplemental schedule of noncash investing and financing activities |
|
|
|
|
|
|
|
Additions to capital lease obligations |
$ |
14 |
|
$ |
23 |
|
|
Accrual for premium on publicly-traded equity units known as corporate units |
$ |
- |
|
$ |
62 |
|
|
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2002 Form 10-K for FPL Group and FPL.
|
