FPL GROUP EMPLOYEE THRIFT PLAN NOTES TO FINANCIAL STATEMENTS For the year ended December 31, 2002
|
1. Description of the Plan and Significant Accounting Policies
|
The Plan
|
The following description of the FPL Group Employee Thrift Plan (Plan) provides only general information. Participating employees (Participants) should refer to the Summary Plan Description in their employee handbook for a more complete description of the Plan. Fidelity Management Trust Company (Trustee) administers the trust (Trust) established under the Plan, the Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company (FPL Bargaining Plan) and the FPL Energy Operating Services, Inc. Employee Thrift Plan (FPL Energy OSI Plan).
|
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The portion of the Plan investing in common stock (Common Stock) of FPL Group, Inc. (FPL Group or Company) has been designated as an employee stock ownership plan. Participation in the Plan is voluntary. The Plan was amended in 1999 to include employees of FPL Energy Maine Operating Services, LLC (FPL Energy Maine). Nonunion employees are eligible to participate in the Plan on the first day of the month coincident with the completion of one full month of service with FPL Group or certain of its subsidiaries or on the first day of any payroll period thereafter. The Plan includes a cash or deferred compensation arrangement (Tax Saver Option) permitted by Section 401(k) of the Internal Revenue Code of 1986, as amended (Code). The Tax Saver Option permits Participants to elect to defer federal income taxes on all or a portion of th eir contributions (Tax Saver Contributions) until they are distributed from the Plan. Under the new tax laws in effect as of January 1, 2002, the limitation on Tax Saver Contributions was increased to $11,000 and an additional $1,000 for each year thereafter through 2006. In addition, individuals age 50 or older who contributed the maximum allowable under the Plan had the option of contributing up to an additional $1,000 in Tax Saver Contributions for 2002. This catch-up amount increases an additional $1,000 for each year between 2003 and 2006.
|
The Plan also includes leveraged employee stock ownership plan (Leveraged ESOP) provisions. The Leveraged ESOP is a stock bonus plan within the meaning of Treasury Regulation Section 1.401-1(b)(1)(iii) that is qualified under Section 401(a) of the Code and is designed to invest primarily in Common Stock. Pursuant to the Leveraged ESOP, the Trust purchased Common Stock from FPL Group using the proceeds of a loan (Acquisition Indebtedness) from FPL Group Capital Inc (FPL Group Capital), a subsidiary of FPL Group (see Note 3). The Common Stock acquired by the Trust is initially held in a separate account (Leveraged ESOP Account). As the Acquisition Indebtedness (including interest) is repaid, each Participant's account is allocated its portion of Common Stock released from the Leveraged ESOP Account.
|
During 2002, the Company had in place a Dividend Payout Program which enabled Participants to choose how their dividends on certain shares of Common Stock held in the Plan were to be paid. Dividends on Common Stock acquired through the Leveraged ESOP do not qualify under this program. The options available to Participants included reinvestment of dividends in Common Stock; distribution of dividends in cash; or a partial distribution with the balance reinvested in Common Stock. Due to tax law changes which now allow the deductibility of dividends that are reinvested in Common Stock, beginning in 2002, the recontribution option previously provided under the Flexible Dividend Program was eliminated. The Flexible Dividend Program is now being referred to as the Dividend Payout Program.
|
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Participants will become 100 percent vested in their accounts.
|
Contributions, Loans, Withdrawals and Transfers to (from) the Plan
|
The Plan provides for basic contributions by eligible employees in whole percentages from 1% to 7% of their base compensation plus certain other forms of compensation (Earnings), which is matched in part by the Company with shares of Common Stock. For basic Tax Saver Contributions or contributions made on an after-tax basis, the Company match is 100% on the first 3% of a Participant's Earnings, 50% on the next 3% and 25% on the last 1%. The Plan also provides for supplemental contributions by Participants to be made in whole percentages from 1% to 13% of their Earnings, bringing the total maximum contributions to 20%. Supplemental contributions are not matched by the Company. Contributions are subject to certain limitations. Beginning January 1, 2003, the basic and supplemental Tax Saver Contributions will be combined into one pretax contribution category and the basic and supplemental after-tax contributions will be combined into one after-tax contribution category . Company matching contributions will remain the same.
|
The value of a Participant's contributions (including all income, gains and losses) is at all times 100% vested. For employees of FPL Energy Maine, Company matching contributions are fully vested upon attaining six months of service. For all others, Company matching contributions vest at a rate of 20% each year and are fully vested upon a Participant attaining five years of service. An employee may also receive vesting credit for prior years of service with the Company or any of its subsidiaries.
|
The Plan's investment options include fourteen core funds, as well as a wide variety of mutual funds. The core funds are comprised of eleven "mix your own" investment options and three "pre-mixed" investment strategies. The "mix your own" investment options include various mutual funds, a separately managed portfolio of short- and long-term investment contracts, a small-capitalization equity index fund and Common Stock. The "pre-mixed" investment strategy options are made up of different allocations of investment options providing various combinations of stocks and fixed income investments.
|
The Plan allows Participants, at any time, to change their contribution percentage, to change their investment option allocation for future contributions or to transfer their account balance attributable to Participant contributions from one investment option to another. At December 31, 2002, the number of Participants contributing to the Plan was 7,683. Company contributions are primarily made from Common Stock shares released from the Leveraged ESOP Account. Forfeitures of non-vested Company contributions due to termination of Plan participation are used to reduce the amount of future Company contributions to the Plan or may be applied to administrative expenses. A Participant who has attained at least the age of 50 and completed five years of service will be permitted to transfer all or any portion of Company contributions made to his or her account and any earnings thereon to one or more of the other investment options. Any future Company contributions will continue to be invested in Common Stock.
|
A Participant may borrow from his or her account a minimum of $1,000 up to a maximum of $50,000 or 50% of the vested value of the Participant's account, whichever is less. The vested portion of a Participant's account will be pledged as security for the loan. The rate of interest for loans is determined taking into account the prime rate at the time of origination. The interest rate for Participant loans is fixed and ranged from 4.75% to 9.00% for loans outstanding at December 31, 2002.
|
Withdrawals by Participants from their accounts during their employment are permitted with certain penalties and restrictions. The penalties limit a Participant's contributions to the Plan for varying periods following a withdrawal.
|
Transfers to (from) the Plan generally represent net transfers between the Plan and either the FPL Bargaining Plan or the FPL Energy OSI Plan. The majority of transfers arise as a result of Participants transferring between bargaining unit and non-bargaining unit status while employed by Florida Power & Light Company (FPL), FPL Energy Maine or FPL Energy Seabrook, LLC.
|
Basis of Accounting
|
The financial statements of the Plan are prepared using the accrual basis of accounting. Investment income and interest income on loans to Participants is recognized when earned. Contributions by Participants and Company contributions are accrued on the basis of amounts withheld through payroll deductions. Distributions to Participants are recorded when paid.
|
Use of Estimates
|
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
|
Investment Valuation and Income Recognition
|
The Plan's investments are stated at fair value, except insurance and financial institution investment contracts which are stated at contract value (see Investment Contracts below). 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. Common Stock is valued at its quoted market price. Loans to Participants are valued at cost, which approximates fair value. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility, which could result in changes in the value of such securities.
|
Purchases and sales of investment securities are recorded on the trade date. Gains or losses on sales of investment securities are determined using the carrying amount of the securities. The carrying amounts of securities held in Participant accounts are adjusted daily; securities held in the Leveraged ESOP Account (see Note 2) are adjusted annually. Unrealized appreciation or depreciation is recorded to recognize changes in market value.
|
Investment Contracts
|
The Plan has entered into investment contracts with various insurance companies and financial institutions. The contracts are fully benefit responsive and are included in the financial statements at contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses). There are no reserves against contract values for credit risk of the contract issuer or otherwise. At December 31, 2002, the contract value and fair value of investment contracts were $249,630,000 and $259,683,000, respectively. At December 31, 2001, the contract value and fair value of investment contracts were $197,122,000 and $202,525,000, respectively. The average yield for the portfolio of investment contracts was 4.91% and 5.69% for 2002 and 2001, respectively. The crediting interest rate at December 31, 2002 and 2001 was 4.96% and 5.29%, respectively. The crediting interest rate is based on an agreed-upon formula with the issuers, but cannot be less tha n zero. See Note 8.
|
2. Employee Stock Ownership Plan Account Allocation
|
The assets, liabilities and net income of the Leveraged ESOP Account are not considered plan assets but are for the joint benefit of the Plan, the FPL Bargaining Plan and the FPL Energy OSI Plan. The Leveraged ESOP Account is allocated for financial reporting purposes based on each plan's relative net assets. The Plan's allocation of Common Stock held in the Leveraged ESOP Account (employer securities), Acquisition Indebtedness and interest payable have been reflected in the Statements of Net Assets Available for Benefits, but are not available for, or the obligation of, Plan Participants. The employer securities will be released from the Leveraged ESOP Account and allocated to accounts of Participants under the Plan in satisfaction of part or all of the Company's matching contribution obligation under the Plan as the Acquisition Indebtedness is repaid (see Note 3). ESOP shares allocated to date are classified as employer securities held in the Master Trust on the Statements of Net Assets Available for Benefits. The Acquisition Indebtedness will be repaid from dividends on the shares acquired by the Leveraged ESOP Account, as well as from cash contributions from FPL Group. The net effect of a change in the allocation percentage from year to year is reported as a transfer to or from the Plan. The value of the shares allocated to accounts of participants under the plans is not affected by these allocations.
|
Condensed financial statements of the Leveraged ESOP Account are presented below, indicating the allocations made to each plan. The effect of current year Leveraged ESOP activity on net assets is included in transfers to (from) the plan in the financial statements of each plan. Allocation of shares to the plans is presented as noncash contributions in the financial statements of each plan.
|
| | | | | | | | |
| Total Leveraged ESOP Account | |
The Plan
| | The FPL Bargaining Plan | | The FPL Energy OSI Plan | |
| | | | | | | |
| | | | | | | | | | | | | |
Allocation percentage | | | 100.0% | | | 70.5% | | | 28.7% | | | 0.8% | |
| | | | | | | | | | | | | |
Accrued interest | | $ | 427 | | $ | 301 | | $ | 123 | | $ | 3 | |
Employer securities | | | 385,656,323 | | | 271,828,316 | | | 110,794,434 | | | 3,033,573 | |
| | | | | | | |
Total assets | | | 385,656,750 | | | 271,828,617 | | | 110,794,557 | | | 3,033,576 | |
| | | | | | | |
| | | | | | | | | | | | | |
Interest payable | | | 865,928 | | | 610,346 | | | 248,771 | | | 6,811 | |
Acquisition indebtedness | | | 268,089,070 | | | 188,961,508 | | | 77,018,773 | | | 2,108,789 | |
| | | | | | | |
Total liabilities | | | 268,954,998 | | | 189,571,854 | | | 77,267,544 | | | 2,115,600 | |
| | | | | | | |
| | | | | | | | | | | | | |
Net assets at December 31, 2002 | | $ | 116,701,752 | | $ | 82,256,763 | | $ | 33,527,013 | | $ | 917,976 | |
| | | | | | | |
| | | | | | | | | | | | | |
Contributions received from employer | | $ | 23,812,860 | | | | | | | | | | |
Interest income | | | 2,802 | | | | | | | | | | |
Dividends | | | 15,527,477 | | | | | | | | | | |
Net appreciation in fair value of investments | | | 24,135,875 | | | | | | | | | | |
| | | | | | | |
Total | | | 63,479,014 | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest expense | | | 27,349,696 | | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | |
Net income | | | 36,129,318 | | $ | 25,465,605 | | $ | 10,379,521 | | $ | 284,192 | |
Allocation of shares to plans | | | (24,045,350 | ) | | (16,663,086 | ) | | (6,537,089 | ) | | (845,175 | ) |
Transfers to (from) the plan | | | - | | | (707,629 | ) | | (128,663 | ) | | 836,292 | |
| | | | | | | |
Effect of current year leveraged ESOP | | | | | | | | | | | | | |
activity on net assets | | | 12,083,968 | | | 8,094,890 | | | 3,713,769 | | | 275,309 | |
Net assets at December 31, 2001 | | | 104,617,784 | | | 74,161,873 | | | 29,813,244 | | | 642,667 | |
| | | | | | | |
Net assets at December 31, 2002 | | $ | 116,701,752 | | $ | 82,256,763 | | $ | 33,527,013 | | $ | 917,976 | |
| | | | | | | | | | | |
3. Acquisition Indebtedness
|
In December 1990, the Trust, which holds plan assets for the Plan, the FPL Bargaining Plan and the FPL Energy OSI Plan, borrowed $360 million from FPL Group Capital to purchase approximately 12.4 million shares of Common Stock. The Acquisition Indebtedness is currently scheduled to mature in 2018, bears interest at a fixed rate of 9.69% per year and is to be repaid using dividends received on both Common Stock held by the Leveraged ESOP Account and ESOP shares allocated to accounts of participants under the plans, along with cash contributions from FPL Group. For those dividends on shares allocated to accounts of participants under the plans used to repay the loan, additional shares, equal in value to those dividends, will be allocated to accounts of participants under the plans. In 2002, dividends received from shares held by the Leveraged ESOP Account and shares allocated to accounts of participants under the plans totaled approximately $15,527,000 and $7,823,000, respectively. Cash contributed in 2002 by FPL Group for the debt service shortfall totaled approximately $23,813,000.
|
The unallocated shares of Common Stock acquired with the proceeds of the Acquisition Indebtedness are collateral for the Acquisition Indebtedness. As principal payments are made, a percentage of Common Stock is released as collateral and becomes available to satisfy matching contributions, as well as to repay dividends on ESOP shares allocated to accounts of participants under the plans for debt service. During 2002, 561,275 shares of Common Stock were released as collateral for the Acquisition Indebtedness. The scheduled principal repayments of the Acquisition Indebtedness for the next five years and thereafter are as follows: 2003 - $5,023,600; 2004 - $5,604,000; 2005 - $6,200,000; 2006 - $8,408,000; 2007 - $9,645,600 and thereafter - $233,207,870.
|
See Note 2 for information on the Plan's allocation percentage of the Acquisition Indebtedness.
|
4. Parties-In-Interest Transactions
|
Company contributions are primarily made in Common Stock released from the Leveraged ESOP Account or in cash which is used by the Trustee to purchase Common Stock. Such amounts are reported as noncash contributions (from employer) and contributions received from employer, respectively. During 2002, all Company contributions were made in Common Stock released from the Leveraged ESOP Account.
|
Dividend income earned by the Plan results from dividends on Common Stock. Dividends on shares held in the Leveraged ESOP Account were used to repay the Acquisition Indebtedness (see Note 3). Certain dividends on shares held in Participants' accounts are reinvested in Common Stock for the benefit of its Participants pursuant to FPL Group's Dividend Reinvestment and Common Share Purchase Plan in which the Trustee participates.
|
5. Investments
|
Investments that represent five percent or more of the Plan's net assets available for benefits are as follows:
|
|
| December 31, | |
|
| 2002 | | 2001 | |
| |
| | | | | | |
FPL Managed Income Fund | $ | 238,782,326 | | $ | 198,703,389 | |
Spartan U.S. Equity Index Fund | | 68,250,045 | | | 97,253,050 | |
Fidelity Magellan Fund | | 68,646,555 | | | 98,204,703 | |
Fidelity OTC Portfolio | | 45,800,212 | (1) | | 68,105,376 | |
FPL Group Stock Fund (2) | | 197,142,025 | | | 203,122,153 | |
FPL Group Stock LESOP Fund (3) | | 150,608,119 | | | 133,220,854 | |
_____________________ |
(1) | Does not represent five percent or more of Plan net assets; amount shown for comparability. |
(2) | Includes short-term investments of $681,428 and $1,543,728 at December 31, 2002 and 2001, respectively, to provide liquidity. |
(3) | Represents Company matching contributions in Common Stock which are nonparticipant-directed investments of the Plan. Includes short-term investments of $1,160,427 and $1,065,767 at December 31, 2002 and 2001, respectively, to provide liquidity. |
6. Income Taxes
|
In August 2001, FPL received from the Internal Revenue Service (IRS) a favorable determination that the Plan, as amended and restated effective December 1, 2000, met the requirements of Section 401 of the Code. The Trust established under the Plan will generally be exempt from federal income taxes under Section 501(a) of the Code; Company contributions paid to the Trust under the Plan will be allowable federal income tax deductions of the Company subject to the conditions and limitations of Section 404 of the Code; and the Plan will meet the requirements of Section 401(k) of the Code allowing Tax Saver Contributions to be exempt from federal income tax at the time such contributions are made, provided that in operation the Plan and Trust meet the applicable provisions of the Code. In addition, FPL Group will be able to claim an income tax deduction for dividends used to repay the Acquisition Indebtedness and for dividends distributed directly to Participants. In 2002, the tax laws were changed to expand the deductibility of dividends on Common Stock to include all dividends, whether distributed or reinvested in Common Stock, as long as all Participants are given the option to receive a distribution in cash.
|
Company contributions to the Plan on a Participant's behalf, Participant's Tax Saver Contributions, and the earnings thereon generally are not taxable to the Participant until such Company contributions, Tax Saver Contributions, and earnings from investments are distributed or withdrawn. A loan from a Participant's account generally will not represent a taxable distribution if the loan is repaid in a timely manner and does not exceed certain limitations.
|
7. Expenses
|
Certain fees, such as annual account maintenance and investment management fees, are paid by Plan Participants. Beginning with the fourth quarter of 2002, the annual account maintenance fee that had been charged quarterly to participants' accounts will no longer be charged. Trustee's fees and expenses are paid by the Plan and are reflected in the financial statements as administrative expenses.
|
| | Percent of Interest in Master Trust | |
|
| | December 31, | |
|
| | 2002 | | 2001 | |
| |
FPL MANAGED INCOME PORTFOLIO FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
74.8% | |
76.9% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
25.0% | |
22.9% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
0.2% | |
0.2% | |
CONSERVATIVE INVESTMENT STRATEGY FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
80.4% | |
77.1% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
18.2% | |
22.0% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
1.4% | |
0.9% | |
MODERATE GROWTH INVESTMENT STRATEGY FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
75.8% | |
74.8% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
23.9% | |
25.2% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
0.3% | |
0.0% | |
LONG-TERM GROWTH INVESTMENT STRATEGY FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
71.7% | |
71.1% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
28.1% | |
28.9% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
0.2% | |
0.0% | |
| | | | | |
FPL Group Stock Fund FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
66.2% | |
67.1% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
33.5% | |
32.7% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
0.3% | |
0.2% | |
FPL Group Stock LESOP Fund FPL Group Employee Thrift Plan EIN 59-0247775 PN 002
| |
71.2% | |
71.4% | |
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of Florida Power & Light Company EIN 59-0247775 PN 003
| |
27.9% | |
28.0% | |
FPL Energy Operating Services, Inc. Employee Thrift Plan EIN 65-0471798 PN 001
| |
0.9% | |
0.6% | |
| | | | | |
| | | | | |