FLORIDA POWER & LIGHT CO - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number		Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number

1-8841 2-27612	FPL GROUP, INC. FLORIDA POWER & LIGHT COMPANY 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000			59-2449419 59-0247775

State or other jurisdiction of incorporation or organization: Florida

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 ___

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 ___

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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 June 30, 2004: 185,258,403 shares.

As of June 30, 2004, 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.

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.

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

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, believe, could, estimated, may, plan, potential, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involv e estimates, assumptions and uncertainties. Accordingly, 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.

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.

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:

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 p resent or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs). The FPSC has the authority to disallow recovery by FPL of costs that it considers excessive or imprudently incurred.

The regulatory process generally restricts FPL's ability to grow earnings and does not provide any assurance as to achievement of earnings levels.

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, wildlife mortality, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or increase costs. 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.

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.

FPL Group's and FPL's results of operations could be affected by FPL's ability to renegotiate franchise agreements with municipalities and counties in Florida.

The operation of power generation facilities involves many risks, including start up risks, breakdown or failure of equipment, transmission lines or pipelines, use of new technology, 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 or contracted 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 the ability to dispose of spent nuclear fuel, as well as 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 prevent 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.

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.

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 the absence of actively quoted market prices and pricing information from external sources, the valuation of these derivative instruments involves management's judgment or use of estimates. As a result, changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. In addition, FPL's use of such instruments could be subject to prudency challenges and if found imprudent, cost recovery could be disallowed by the FPSC.

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 successful and timely completion of project restructuring activities, maintenance of the qualifying facility status of certain projects, 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 cred it 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 purchase 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.

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.

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.

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.

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, accounting standards, securities laws or corporate governance requirements.

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 United States, and the increased cost and adequacy of security and insurance.

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.

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.

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.

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FPL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (millions, except per share amounts) (unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,

	2004			2003			2004			2003


OPERATING REVENUES	$	2,619		$	2,339		$	4,950		$	4,420
OPERATING REVENUES

OPERATING EXPENSES
Fuel, purchased power and interchange		1,243			1,063			2,401			2,007
Other operations and maintenance		430			391			827			784
Depreciation and amortization		298			267			599			526
Taxes other than income taxes		214			205			428			396
Taxes other than income taxes
Total operating expenses		2,185			1,926			4,255			3,713
Total operating expenses

OPERATING INCOME		434			413			695			707
OPERATING INCOME

OTHER INCOME (DEDUCTIONS)
Interest charges		(124	)		(84	)		(246	)		(161	)
Preferred stock dividends - FPL		-			(4	)		-			(7	)
Equity in earnings of equity method investees		23			18			38			51
Allowance for equity funds used during construction		9			3			16			5
Other - net		10			4			15			8
Other - net
Total other deductions - net		(82	)		(63	)		(177	)		(104	)
Total other deductions - net			)			)			)			)

INCOME BEFORE INCOME TAXES		352			350			518			603

INCOME TAXES		95			111			123			189
INCOME TAXES

NET INCOME	$	257		$	239		$	395		$	414
NET INCOME

Earnings per share of common stock:
Basic	$	1.43		$	1.35		$	2.21		$	2.34
Assuming dilution	$	1.43		$	1.34		$	2.20		$	2.33

Dividends per share of common stock	$	0.62		$	0.60		$	1.24		$	1.20

Weighted-average number of common shares outstanding:
Basic		179.1			177.3			178.7			177.0
Assuming dilution		179.9			178.1			179.8			177.6

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, 2003 (2003 Form 10-K) for FPL Group and FPL.

FPL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (millions) (unaudited)
	June 30, 2004			December 31, 2003

PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service and other property	$	28,762			$	28,445
Nuclear fuel		465				463
Construction work in progress		1,771				1,364
Less accumulated depreciation and amortization		(10,338	)			(9,975	)
Less accumulated depreciation and amortization			)
Total property, plant and equipment - net		20,660				20,297
Total property, plant and equipment - net

CURRENT ASSETS
Cash and cash equivalents		222				129
Customer receivables, net of allowances of $24 and $25, respectively		867				809
Other receivables		220				379
Materials, supplies and fossil fuel inventory - at average cost		376				458
Deferred clause and franchise expenses		233				348
Derivative assets		269				188
Other		176				159
Other
Total current assets		2,363				2,470
Total current assets

OTHER ASSETS
Special use funds		2,329				2,248
Other investments		663				810
Regulatory assets:
Unamortized loss on reacquired debt		47				48
Litigation settlement		67				89
Other		29				22
Other		1,048				951
Other
Total other assets		4,183				4,168
Total other assets

TOTAL ASSETS	$	27,206			$	26,935
TOTAL ASSETS

CAPITALIZATION
Common stock	$	2			$	2
Additional paid-in capital		3,321				3,216
Retained earnings		3,918				3,745
Accumulated other comprehensive income (loss)		(24	)			4
Accumulated other comprehensive income (loss)			)
Total common shareholders' equity		7,217				6,967
Preferred stock of FPL without sinking fund requirements		5				5
Long-term debt		8,526				8,723
Long-term debt
Total capitalization		15,748				15,695
Total capitalization

CURRENT LIABILITIES
Commercial paper		201				708
Notes payable		-				212
Current maturities of long-term debt		783				367
Accounts payable		793				542
Customers' deposits		383				357
Accrued interest and taxes		311				226
Deferred clause and franchise revenues		31				48
Derivative regulatory liability		137				93
Other		570				800
Other
Total current liabilities		3,209				3,353
Total current liabilities

OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations		2,146				2,086
Accumulated deferred income taxes		2,267				2,155
Regulatory liabilities:
Accrued asset removal costs		1,952				1,902
Storm and property insurance reserve		340				327
Asset retirement obligation regulatory expense difference		189				180
Unamortized investment tax credits		91				100
Other		129				160
Other		1,135				977
Other
Total other liabilities and deferred credits		8,249				7,887
Total other liabilities and deferred credits

COMMITMENTS AND CONTINGENCIES

TOTAL CAPITALIZATION AND LIABILITIES	$	27,206			$	26,935
TOTAL CAPITALIZATION AND LIABILITIES
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2003 Form 10-K for FPL Group and FPL.

FPL GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (millions) (unaudited)
	Six Months Ended June 30,

	2004			2003


CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	395		$	414
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		577			504
Nuclear fuel amortization		47			14
Deferred income taxes and related regulatory credit		121			190
Cost recovery clauses and franchise fees		121			(336	)
Equity in earnings of equity method investees		(38	)		(51	)
Distribution of earnings from equity method investees		27			15
Changes in operating assets and liabilities:
Restricted cash		21			(4	)
Customer receivables		(59	)		(173	)
Other receivables		26			(3	)
Material, supplies and fossil fuel inventory		48			41
Other current assets		(37	)		(52	)
Deferred pension cost		(61	)		(61	)
Accounts payable		248			289
Customers' deposits		26			24
Interest, income taxes and other taxes		218			127
Other current liabilities		(16	)		47
Other liabilities		44			(44	)
Other - net		23			91
Other - net
Net cash provided by operating activities		1,731			1,032
Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures of FPL		(754	)		(629	)
Nuclear fuel purchases		(48	)		(17	)
Independent power investments		(230	)		(745	)
Sale of independent power investments		93			-
Capital expenditures of FPL FiberNet, LLC		(3	)		(4	)
Contributions to special use funds		(75	)		(109	)
Sale of Olympus note receivable		126			-
Funding of secured loan		(36	)		-
Funds held for bond redemptions		-			(69	)
Other - net		(36	)		18
Other - net			)
Net cash used in investing activities		(963	)		(1,555	)
Net cash used in investing activities			)			)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt		535			1,083
Retirements of long-term debt		(328	)		(43	)
Net change in short-term debt		(714	)		(302	)
Issuances of common stock		47			30
Dividends on common stock		(222	)		(212	)
Other - net		7			(18	)
Other - net						)
Net cash provided by (used in) financing activities		(675	)		538
Net cash provided by (used in) financing activities			)

Net increase in cash and cash equivalents		93			15
Cash and cash equivalents at beginning of period		129