-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, M3WKXas6DeR4kyNhwbilI2C5IYKp3cwOSUgIlETzIj09CgNnbgMXmrWzHTlpMC+g MLg0pE8FhjbzOXGAAucjYQ== 0000037634-94-000001.txt : 19940323 0000037634-94-000001.hdr.sgml : 19940323 ACCESSION NUMBER: 0000037634-94-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER & LIGHT CO CENTRAL INDEX KEY: 0000037634 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 590247775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-03545 FILM NUMBER: 94517173 BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 4076944647 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 10-K 1 FLORIDA POWER & LIGHT COMPANY FORM 10-K FOR THE YEAR ENDED 12/31/93 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1993 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File No. 1-3545 FLORIDA POWER & LIGHT COMPANY (Exact name of registrant as specified in its charter) Florida 59-0247775 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 Universe Boulevard Juno Beach, Florida 33408 Address of principal executive office) (Zip Code) (407) 694-3509 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: $2.00 No Par Preferred Stock, Series A Securities registered pursuant to Section 12(g) of the Act: Preferred Stock, $100 Par Value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 1994 was zero. As of February 28, 1994 there were issued and outstanding 1,000 shares of the registrant's common stock, without par value, all of which were held, beneficially and of record, by FPL Group, Inc. DOCUMENTS INCORPORATED BY REFERENCE None DEFINITIONS Acronyms and defined terms used in the text include the following: Term Meaning AFUDC Allowance for funds used during construction capacity clause Capacity Cost Recovery Clause charter Restated Articles of Incorporation, as amended common stock Common Stock of FPL Group, Inc. conservation clause Energy Conservation Cost Recovery Clause DOE United States Department of Energy EMF Electric and magnetic fields Energy Act Energy Policy Act of 1992 EWG Exempt Wholesale Generator FDEP Florida Department of Environmental Protection FERC Federal Energy Regulatory Commission FGT Florida Gas Transmission Company FMPA Florida Municipal Power Agency FPL Florida Power & Light Company FPL Group FPL Group, Inc. FPSC Florida Public Service Commission fuel clause Fuel and Purchased Power Cost Recovery Clause Holding Company Act Public Utility Holding Company Act of 1935, as amended JEA Jacksonville Electric Authority kv Kilovolt kva Kilovolt-ampere kwh Kilowatt-hour Management's Discussion Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations mortgage FPL's Mortgage and Deed of Trust dated as of January 1, 1944, as supplemented and amended mw Megawatt(s) Note Note ___ to Consolidated Financial Statements NRC United States Nuclear Regulatory Commission oil-backout clause Oil-Backout Cost Recovery Clause qualifying facilities Non-utility power production facilities meeting the requirements of a Qualifying Facility under the Public Utility Regulatory Policies Act of 1978, as amended ROE Return on equity SJRPP St. Johns River Power Park Southern Companies Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company and Savannah Electric & Power Company PART I Item 1. Business General. FPL supplies electric service throughout most of the east and lower west coasts of Florida. This service territory contains 27,650 square miles with a population of approximately 6.5 million. During 1993, FPL served approximately 3.4 million customer accounts. Operating revenues amounted to approximately $5.2 billion, of which about 56% was derived from residential customers, 37% from commercial customers, 4% from industrial customers and 3% from other sources. FPL was incorporated in 1925 under the laws of Florida. All of its common stock is owned by FPL Group; all of its preferred stock is held by non-affiliated persons. Holding Company Act. FPL Group is a public utility holding company as defined in the Holding Company Act, but is exempt from substantially all of the provisions thereof on the basis that FPL Group's and FPL's businesses are predominantly intrastate in character and carried on substantially in a single state, in which both are incorporated. Regulation. The retail operations of FPL represent approximately 98% of operating revenues and are regulated by the FPSC, which has jurisdiction over retail rates, service territory, issuances of securities, planning, siting and construction of facilities and other matters. FPL is also subject to regulation by the FERC in various respects, including the acquisition and disposition of certain facilities, interchange and transmission services and wholesale purchases and sales of electric energy. FPL is subject to the jurisdiction of the NRC with respect to its nuclear power plants. NRC regulations govern the granting of licenses for the construction and operation of nuclear power plants and subject such power plants to continuing review and regulation. Federal, state and local environmental laws and regulations cover air and water quality, land use, power plant and transmission line siting, electric and magnetic fields from power lines and substations, noise and aesthetics, solid waste and other environmental matters. Compliance with these laws and regulations increases the cost of electric service by requiring, among other things, changes in the design and operation of existing facilities and changes or delays in the location, design, construction and operation of new facilities. FPL estimates that capital expenditures for improvements needed to comply with environmental laws and regulations will be approximately $10 million to $30 million annually for the years 1994 through 1998. These amounts are included in FPL's projected capital expenditures set forth in Item 1. Capital Expenditures. FPL holds franchises with varying expiration dates to provide electric service in various municipalities and seven counties in Florida. FPL considers its franchises to be adequate for the conduct of its business. Retail Ratemaking. The underlying concept of utility ratemaking is to set rates at a level that allows the utility to collect total revenues (revenue requirements) equal to its cost of providing service, including a reasonable return on invested capital. To accomplish this, the FPSC uses various ratemaking mechanisms. The basic costs of providing electric service, other than fuel and certain other costs, are recovered through base rates, which are designed to recover the costs of constructing, operating and maintaining the utility system. These costs include operations and maintenance expenses, depreciation and taxes, as well as a rate of return on FPL's investment in assets used and useful in providing electric service (rate base). The rate of return on rate base approximates FPL's weighted cost of capital, which includes its costs for debt and preferred stock and an allowed ROE. Base rates are determined in rate proceedings which occur at irregular intervals at the initiative of FPL, the FPSC or a substantially affected party. Fuel costs are recovered through levelized monthly charges established pursuant to the fuel clause. These charges, which are calculated semi-annually, are based on estimated costs of fuel and estimated customer usage for the ensuing six-month period, plus or minus a true-up adjustment to reflect the variance of actual costs and usage from the estimates used in setting the fuel adjustment charges for prior periods. Capacity payments to other utilities and generators for purchased power are recovered primarily through the capacity clause. Costs associated with implementing energy conservation programs are recovered through rates established pursuant to the conservation clause. Certain other non-fuel costs and the accelerated recovery of the costs of certain projects that displace oil-fired generation are recovered through the oil-backout clause. Beginning in April 1994, costs of complying with new federal, state and local environmental regulations will be recovered through the environmental compliance cost recovery clause. In the past such costs would have been recoverable through base rates. The FPSC has the power to disallow recovery of costs which it considers excessive or imprudently incurred. Such costs may include operations and maintenance expenses, the cost of replacing power lost when fossil and nuclear units are unavailable and costs associated with the construction or acquisition of new facilities. Also, the FPSC does not provide any assurance that the allowed ROE will be achieved. System Capability and Load. FPL's resources for serving load as of January 1, 1994 consist of 16,708 mw of firm electric power generated by FPL-owned facilities (see Item 2. Properties) and obtained through purchased power contracts (see table below). On August 4, 1993, FPL reached an all-time energy peak demand of approximately 15,266 mw. At that time, FPL had total installed generating capability of about 14,643 mw, 2,054 mw of firm purchased power and the capability to reduce peak demand by 520 mw through the implementation of load management, resulting in a reserve margin of approximately 13%. Compound annual growth rates for the five years ending 1998 are projected to be 2.7% for kwh sales and 2.6% for customers. To meet this growth, FPL plans to add 1,090 mw of new plant capacity to its system by the summer of 1995 as shown below. No new plant additions are expected for the years 1996 through 1998.
Capacity Additions 1994 1995 Total (mw) Scherer Unit No. 4 (Acquisition) . . . . . . . . 140 90 230 Martin Unit Nos. 3 and 4 (New Construction). . . 860 - 860 Total. . . . . . . . . . . . . . . . . . . . . . 1,000 90 1,090
In addition to the capacity additions listed above, FPL plans by 1998 to increase purchased power from other utilities and qualifying facilities by 325 mw (see table below). The total amount of purchased power available under existing long-term contracts with other utilities and qualifying facilities through 1998 is presented in the table below. See Note 10 - Contracts.
Southern Qualifying Period Companies JEA Facilities Total (mw) January 1994 . . . . . . . . . . . . . . 1,406 374 285 2,065 February 1994 - May 1994 . . . . . . . . 1,406 374 535 2,315 June 1994 - December 1994. . . . . . . . 1,007 374 535 1,916 January 1995 - May 1995. . . . . . . . . 1,007 374 543 1,924 June 1995 - December 1995. . . . . . . . 913 374 543 1,830 January 1996 - March 1996. . . . . . . . 913 374 913 2,200 April 1996 - May 1996. . . . . . . . . . 913 374 955 2,242 June 1996 - December 1996. . . . . . . . 913 374 1,010 2,297 January 1997 - December 1998 . . . . . . 913 374 1,031 2,318
Capital Expenditures. FPL's capital expenditures, including AFUDC, totaled approximately $1.1 billion in 1993, $1.3 billion in 1992 and $1.2 billion in 1991. Capital expenditures for the 1994-98 period are estimated as follows (see Management's Discussion):
1994 1995 1996 1997 1998 Total (Millions of Dollars) Construction: Generation . . . . . . . . . . . $230 $190 $160 $240 $130 $ 950 Transmission . . . . . . . . . . 120 150 180 130 90 670 Distribution . . . . . . . . . . 280 270 280 290 290 1,410 General and other. . . . . . . . 120 110 100 90 80 500 Total construction . . . . . . 750 720 720 750 590 3,530 Scherer acquisition payments . . . . . 129 82 - - - 211 Total. . . . . . . . . . . . . . . . . $879 $802 $720 $750 $590 $3,741
All of these estimates are subject to continuing review and adjustment and actual capital expenditures may vary from estimates. Nuclear Operations. FPL owns and operates four nuclear units, two at St. Lucie and two at Turkey Point. The operating licenses for St. Lucie Units Nos. 1 and 2 expire in 2016 and 2023, respectively. The operating licenses for both Turkey Point units expire in 2007. The nuclear units are periodically removed from service to accommodate normal refueling and maintenance outages, repairs and certain other modifications. Indications of degradation have been found in the pressurized water circulation tubes of the St. Lucie Units Nos. 1 and 2 steam generators. Despite implementation of remedial measures, degradation of the Unit No. 1 steam generators has continued and FPL has determined that they will need to be replaced. FPL has ordered the replacement steam generators for Unit No. 1, which are scheduled to be installed and in service by the end of 1998, the cost of which is included in FPL's projected capital expenditures set forth above. The degradation in the Unit No. 2 steam generators appears to be primarily a mechanical-wear problem and should not affect their useful life. Fuel. FPL's generating plants are fueled by residual and distillate oil, natural gas, coal and nuclear fuel. The diverse fuel options, along with purchased power, enable FPL to shift between sources of generation to achieve the most economical fuel mix. FPL's oil requirements are obtained under short-term contracts and in the spot market. FPL obtains most of its natural gas requirements under a take-or-pay transportation contract with FGT, the sole interstate pipeline in Florida, and a related take-or-pay natural gas supply contract with an affiliate of FGT. These contracts will expire in 2005. In 1992, FPL entered into an additional take-or-pay transportation contract with FGT and a related take-or-pay natural gas supply contract with another affiliate of FGT. The new contracts will begin on the in-service date of FGT's pipeline expansion, which is scheduled for late 1994, and expire in 2014 and 2009, respectively. These contracts will provide an additional firm supply of natural gas under competitive pricing terms to meet FPL's future gas requirements. See Note 10 - Contracts. FPL has, through its joint ownership interest in SJRPP Units Nos. 1 and 2 and Scherer Unit No. 4, long-term coal supply contracts for those units. The remaining coal requirements will be obtained under additional contracts or in the open market. FPL leases nuclear fuel for all four of its nuclear units. See Note 5. Under the Nuclear Waste Policy Act of 1982, the DOE is required to construct permanent storage facilities and will take title to and provide transportation and storage for spent nuclear fuel for a specified fee. Although the DOE estimates that its storage facilities will be completed by the year 2010, there is considerable doubt within the utility industry that this schedule will be met. Currently, FPL is storing spent fuel on site and plans to provide adequate storage capacity for all of its spent nuclear fuel up to and beyond the year 2010, pending its removal by the DOE. Competition. FPL faces increasing competition in the wholesale and industrial energy markets. Recent changes in governmental regulation are encouraging the growth of non-regulated energy suppliers, such as EWGs, and an increased interest in self-generation, which has provided customers with alternative sources to meet their electric needs. Competition exists particularly with respect to self-generation by large industrial, commercial and governmental energy users. See Item 1. Business - General. Regulatory law and policy limit FPL's flexibility in pricing its services to these customers. To date, loss of customers to such alternatives has not materially reduced FPL's sales, revenues or net income. The FERC has exercised its enhanced power under the Energy Act over wholesale transmission to encourage competition. In 1993, FPL filed with the FERC a comprehensive revision and expansion of its service offerings in the wholesale market. FPL has proposed changes to its wholesale sales tariffs for service to municipal and cooperatively-owned electric utilities, its power sharing (interchange) agreements with other utilities and expanded its transmission offerings for new services by switching from individually negotiated contracts to three tariffs of general applicability. These revised offerings are intended to meet wholesale customer needs in the new competitive marketplace, while protecting the interests of FPL's customers and shareholders by eliminating the potential for subsidies to competitors. The FERC accepted FPL's proposal for filing and scheduled an August 1994 hearing on issues raised. FPL began collecting the proposed rates in late February 1994 subject to refund based on the outcome of the hearing. A final decision by the FERC in this case is not expected until sometime in 1995. Also in 1993, the Florida Municipal Power Agency (FMPA) requested the FERC, under the FERC's new authority under the Energy Act, to order FPL to provide the FMPA members with network transmission service. FPL currently provides point-to-point transmission service to the FMPA. Network transmission service would permit the FMPA to vary the receipt and delivery points for power without the prior agreement of FPL. In late 1993, the FERC ordered the FMPA to provide FPL with certain updated information and for the parties to negotiate for 60 days towards a network service agreement. Because no agreement was reached, FPL and the FMPA filed their respective positions and proposals for the FERC's consideration. An initial FERC decision on this matter is expected in late 1994. FPL is presently a defendant in two antitrust suits. In each suit, the complaint includes an alleged inability to utilize FPL's transmission facilities to wheel power to facilities in order to displace the existing retail electric service from FPL. See Item 3. Legal Proceedings. Electric and Magnetic Fields. In recent years, increasing public, scientific and regulatory attention has been focused on possible adverse health effects of EMF. These fields are created whenever electricity flows through a power line or an appliance. Several epidemiological (i.e., statistical) studies have suggested a linkage between EMF and certain types of cancer, primarily childhood leukemia; other studies have been inconclusive or have shown no such linkage. Neither these epidemiological studies nor clinical studies have produced any conclusive evidence that EMF does or does not cause adverse health effects. The FDEP has promulgated regulations setting standards for EMF levels within and at the edge of the rights of way for transmission lines, and FPL is in compliance with these regulations. The FDEP reviewed its EMF standards in 1992 and confirmed the field limits previously established. Future changes in the standards could require additional capital expenditures by FPL for such things as increasing the right of way corridors or relocating or reconfiguring transmission facilities. At present it is not known whether any such expenditures will be required. In addition, litigation seeking damages for diminution of property value or personal injury is likely. FPL is presently a defendant in one suit alleging personal injury and wrongful death. Employees. FPL had approximately 12,000 employees at December 31, 1993. Approximately 37% of the employees are represented by the International Brotherhood of Electrical Workers whose collective bargaining agreement with FPL expires October 31, 1994. Item 2. Properties General. FPL considers that its properties are well maintained and in good operating condition. The electric generating, transmission, distribution and general facilities represent approximately 48%, 12%, 33% and 7%, respectively, of FPL's gross investment in electric utility plant in service. Generating Facilities. As of December 31, 1993, FPL had the following generating facilities:
Net Warm No. of Weather Facility Location Units Fuel Capability (mw) STEAM TURBINES (continuous capability) Cape Canaveral Cocoa, FL 2 Oil/Gas 734 Cutler Miami, FL 2 Gas 207 Fort Myers Fort Myers, FL 2 Oil 504 Manatee Parrish, FL 2 Oil 1,566 Martin Indiantown, FL 2 Oil/Gas 1,566 Port Everglades Port Everglades, FL 4 Oil/Gas 1,142 Riviera Riviera Beach, FL 2 Oil/Gas 544 St. Johns River Power Park Jacksonville, FL 2 Coal 250(1) St. Lucie Hutchinson Island, FL 2 Nuclear 1,553(2) Sanford Lake Monroe, FL 3 Oil/Gas 861 Scherer Monroe County, GA 1 Coal 416(3) Turkey Point Florida City, FL 2 Oil/Gas 754 2 Nuclear 1,332 COMBINED CYCLE (continuous capability) Lauderdale Dania, FL 2 Gas/Oil 782 Putnam Palatka, FL 2 Gas/Oil 478 COMBUSTION TURBINES (peak capability) Fort Myers Fort Myers, FL 12 Oil 626 Lauderdale Dania, FL 24 Oil/Gas 876 Port Everglades Port Everglades, FL 12 Oil/Gas 438 DIESEL UNITS (peak capability) Turkey Point Florida City, FL 5 Oil 14 Total 14,643
(1) Represents FPL's 20% ownership of SJRPP Units Nos. 1 and 2, which are jointly owned with the JEA. (2) Excludes Orlando Utilities Commission's and FMPA's combined share of approximately 15% of St. Lucie Unit No. 2. (3) Represents FPL's 49% ownership of Scherer Unit No. 4, which is jointly owned with the JEA and Georgia Power Company. FPL has contracted to purchase an additional 27% undivided ownership interest in Scherer Unit No. 4 in stages through 1995, including 17% (140 mw) in June 1994. Transmission and Distribution. FPL owns and operates 451 substations with a total capacity of 100,054,470 kva. Electric transmission and distribution lines owned and in service as of December 31, 1993 are as follows:
Trench Overhead Lines and Submarine Nominal Voltage Pole Miles Cable Miles 500 kv . . . . . . . . . . . . . . . . . . . . 985(1) - 230 kv . . . . . . . . . . . . . . . . . . . . 2,176 31 138 kv . . . . . . . . . . . . . . . . . . . . 1,340 45 115 kv . . . . . . . . . . . . . . . . . . . . 631 - 69 kv . . . . . . . . . . . . . . . . . . . . 167 15 Less than 69 kv. . . . . . . . . . . . . . . . 38,499 17,351 Total. . . . . . . . . . . . . . . . . . . . . 43,798 17,442
(1) Includes approximately 80 miles owned jointly with the JEA. Character of Ownership. Substantially all of FPL's properties are subject to the lien of its mortgage, which secures debt securities issued by FPL. The principal properties of FPL are held by it in fee and are free from other encumbrances, subject to minor exceptions, none of which is of such a nature as to substantially impair the usefulness to FPL of such properties. Some of the electric lines are located on land not owned in fee but are covered by necessary consents of governmental authorities or rights obtained from owners of private property. Item 3. Legal Proceedings In October 1988, Union Carbide Corporation, the corporate predecessor of Praxair, Inc. (Praxair), filed suit against FPL and Florida Power Corporation (Florida Power) in the United States District Court for the Middle District of Florida. Praxair requested that Florida Power sell power to its facility located within FPL's service territory, and that FPL transport the power to the facility. Florida Power and FPL denied the request as being inconsistent with Florida law and public policy. The FPSC has issued a declaratory statement that FPL's denial of Praxair's request was proper and ordered FPL not to wheel power under such circumstances. The suit alleges that through a territorial agreement, FPL and Florida Power have conspired to eliminate competition for the sale of electric power to retail customers, thereby unreasonably restraining trade and commerce in violation of federal antitrust laws as contained in Section 1 of the Sherman Antitrust Act (Sherman Act). The suit seeks an award of three times Praxair's alleged damages in an unspecified amount based on alleged higher prices paid for electricity and product sales lost by Praxair. Cross motions for summary judgment were denied. Both parties are appealing the denials. In November 1988, TEC Cogeneration, Inc., its affiliate Thermo Electron Corporation, RRD Corp. and its affiliate Rolls Royce Inc. filed suit in the United States District Court for the Southern District of Florida against FPL and FPL Group on behalf of South Florida Cogeneration Associates (SFCA), a joint venture which since 1986 has operated a cogeneration facility for Metropolitan Dade County within FPL's service territory in Miami, Florida. The suit alleges that the defendants have engaged in anti-competitive conduct intended to prevent and defeat competition from cogenerators within FPL's service territory, and from SFCA's Metropolitan Dade County facility in particular. It alleges that the defendants' actions constitute monopolization and attempts to monopolize in violation of Section 2 of the Sherman Act; conspiracy in restraint of trade in violation of Section 1 of the Sherman Act; unlawful discrimination in prices, services or facilities in violation of Section 2 of the Clayton Act; and intentional interference with SFCA's contractual relationship with Metropolitan Dade County in violation of Florida law. The suit seeks damages in excess of $100 million, to be trebled under the Sherman and Clayton Acts, as well as compensatory and punitive damages under Florida law, and injunctive relief. FPL's motion for summary judgment has been denied. FPL believes that it has meritorious defenses to all of the litigation described above and is vigorously defending these suits. Accordingly, the liabilities, if any, arising from this litigation are not anticipated to have a material adverse effect on FPL's financial statements. Item 4. Submission of Matters to a Vote of Security Holders None PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters All of FPL's common stock is owned by FPL Group. For information regarding dividends paid to FPL Group, see Management's Discussion and Note 7. Item 6. Selected Financial Data
Years Ended December 31, 1993 1992 1991 1990 1989 (Thousands of Dollars) SELECTED FINANCIAL DATA: Operating revenues $ 5,224,299 $ 5,100,463 $ 5,158,766 $4,987,690 $4,946,291 Net income available to FPL Group $ 425,297(1) $ 470,899 $ 376,261(1) $ 381,204 $ 393,103 Total assets $11,911,342 $11,348,626 $10,515,808 $9,820,551 $9,182,012 Long-term debt, excluding current maturities $3,463,065 $ 3,404,404 $ 3,186,828 $3,109,360 $2,962,004 Obligations under capital leases, excluding current maturities $ 271,498 $ 324,198 $ 279,657 $ 74,887 $ 84,609 Preferred stock with sinking fund requirements, excluding current maturities $ 97,000 $ 130,150 $ 150,150 $ 165,950 $ 164,250 SELECTED OPERATING STATISTICS: Energy sales (millions of kwh) 72,455 69,290 68,712 66,763 66,018 Energy sales: Residential 50.2% 49.3% 50.4% 50.2% 48.9% Commercial 39.3 39.0 39.6 39.7 38.9 Industrial 5.4 5.9 5.9 6.1 6.4 Interchange power sales 2.6 2.4 1.6 1.6 2.1 Other (2) 2.5 3.4 2.5 2.4 3.7 Total 100.0% 100.0% 100.0% 100.0% 100.0% Approximate 60-minute net peak served (mw): Summer season 15,266 14,661 14,123 13,754 13,425 Winter season(3) 12,964 13,112 11,868 13,988 12,876 Average number of customer accounts: Residential 2,973,677 2,911,812 2,863,203 2,801,210 2,715,993 Commercial 358,377 350,271 343,837 337,134 327,279 Industrial 14,853 14,791 15,350 16,659 17,643 Other 3,261 4,376 4,079 3,820 3,531 Total 3,350,168 3,281,250 3,226,469 3,158,823 3,064,446 Average price per kwh sold (cents)(4) 7.10 7.25 7.39 7.37 7.39
(1) Reduced by after-tax effect of cost reduction program or restructuring charge. See Note 2. (2) Includes unbilled sales. (3) The winter season generally represents November and December of the prior year and January through March of the current year. (4) Includes unbilled and deferred cost recovery clause revenues. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS For the three periods presented, net income benefitted from increased energy sales, primarily from customer growth, and the effects of cost control measures. Charges associated with a cost reduction program in 1993 and a corporate restructuring in 1991 reduced net income in those years. In addition, 1992 net income was adversely affected by Hurricane Andrew. In the following discussion, all comparisons are with the corresponding items in the prior year. Operating Income - FPL's retail operations are regulated by the FPSC. Energy sales to retail customers, which represent over 96% of total energy sales, increased 4.0%, 0.1% and 3.3% in 1993, 1992 and 1991, respectively. Retail customer growth for those years was 2.1%, 1.7% and 2.1%, respectively. Revenues from base rates, which represented 61%, 57% and 56% of operating revenues for 1993, 1992 and 1991, respectively, increased for the three years presented due to higher energy sales. Revenues derived from cost recovery clauses (including fuel) and franchise fees comprise substantially all of the remaining portion of operating revenues. These revenues represent a pass- through of costs and do not significantly affect net income. With increasing competition in the utility industry, FPL is continuing its efforts to reduce its operating and capital costs and avoid filing for rate increases, the traditional response to increased rate base and cost pressures. In connection with these efforts, a major cost reduction program was implemented during 1993, resulting in a $138 million pretax charge. The charge consisted primarily of severance pay and employee retirement benefits related to a workforce reduction of approximately 1,700 positions. Approximately 45% of the charge relates to retirement benefits. Substantially all of the balance represents severance costs, of which about $60 million remains to be paid in 1994. In addition, substantial reductions were reflected in FPL's 1994-98 capital expenditure forecast, including a $210 million reduction from the previous capital expenditure forecast for 1994. The majority of the reductions in the 1994-97 period reflect a decrease in transmission and distribution expenditures through more efficient use of existing plant and more cost effective designs for new facilities. In 1991, FPL implemented a corporate restructuring that eliminated approximately 1,400 FPL positions and about 900 contractor positions. See Note 2. Other operations and maintenance expenses reflect cost savings from the 1991 restructuring, partially offset by the effects of an increasing customer base, changes in prices and operating activities, as well as the implementation of two new accounting standards relating to postretirement and postemployment benefits. See Note 4. As a result of FPL's recent cost reduction measures, other operations and maintenance expense is expected to decline in 1994, despite projected sales growth, additional generating units in service and two additional nuclear refueling outages. Higher utility plant balances, reflecting facilities added to meet customer growth, resulted in increased depreciation expense. FPL filed new depreciation studies with the FPSC in December 1993. Changes in depreciation rates, when adopted, will be retroactive to January 1994 and, together with increases in utility plant, will increase depreciation expense in 1994. In addition, FPL is scheduled to file updated nuclear decommissioning studies with the FPSC in December 1994. Changes, if any, in the accrual for nuclear decommissioning costs will be effective January 1995. See Note 1. Non-Operating Income and Deductions - AFUDC increased in 1993 and 1992 due to higher construction activity in the generation area. In future periods AFUDC is expected to decrease because the repowered Lauderdale units were placed in service in the second quarter of 1993, the Martin units are scheduled to be in service by June 1994 and no new generating capacity is under construction. During the three year period, FPL has been refunding existing debt and preferred stock with lower rate instruments. The reduction in interest due to these refundings has been offset by the interest on new debt issued to fund growth in electric plant. Premiums paid on the redemption of FPL debt are amortized over the remaining life of the respective debt securities, consistent with the ratemaking treatment. See Note 1. LIQUIDITY AND CAPITAL RESOURCES Capital Requirements and Resources - FPL's primary capital requirements consist of expenditures under its construction program. Total capital expenditures for the period 1994-98, including AFUDC, are expected to be $3.7 billion, including $879 million in 1994. Internally generated funds are expected to fund an increasing percentage of capital expenditures. The balance will be provided primarily through the issuance of long-term debt, preferred stock and commercial paper. See Note 7. Debt maturities and minimum sinking fund requirements will require cash outflows of approximately $376 million through 1998, including $2 million in 1994. See Note 8. Bank lines of credit currently available to FPL aggregate $800 million. Financial Covenants - FPL's charter and mortgage contain provisions which, under certain conditions, restrict the payment of dividends and other distributions to FPL Group. Given FPL's current financial condition and level of earnings, these restrictions do not currently limit FPL's ability to pay dividends to FPL Group. FPL's charter limits the amount of unsecured debt and FPL's mortgage limits the amount of secured debt FPL can issue. At December 31, 1993, the charter and mortgage provisions would allow issuance of approximately $1.3 billion of additional unsecured debt and $5.5 billion of additional first mortgage bonds, respectively. The amount of additional first mortgage bonds that are permitted to be issued will increase as the amount of unfunded property additions increases. FPL's charter also prohibits the issuance of preferred stock unless the preferred stock coverage ratio, as prescribed, is at least 1.5; for the twelve months ended December 31, 1993 it was 2.24. Item 8. Financial Statements and Supplementary Data INDEPENDENT AUDITORS' REPORT FLORIDA POWER & LIGHT COMPANY: We have audited the consolidated financial statements of Florida Power & Light Company and its subsidiaries, listed in the accompanying index as Item 14(a)1 of this Annual Report (Form 10-K) to the Securities and Exchange Commission for the year ended December 31, 1993. Our audits also comprehended the financial statement schedules of Florida Power & Light Company and its subsidiaries, listed in the accompanying index as Item 14(a)2. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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 consolidated financial statements present fairly, in all material respects, the financial position of Florida Power & Light Company and its subsidiaries at December 31, 1993 and 1992 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information shown therein. As discussed in Notes 3 and 4 to the consolidated financial statements, Florida Power & Light Company and its subsidiaries changed their method of accounting for income taxes and postretirement benefits other than pensions effective January 1, 1993. DELOITTE & TOUCHE Certified Public Accountants Miami, Florida February 11, 1994 FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Thousands of Dollars)
Years Ended December 31, 1993 1992 1991 OPERATING REVENUES $5,224,299 $5,100,463 $5,158,766 OPERATING EXPENSES: Fuel, purchased power and interchange 1,758,298 1,829,908 1,932,637 Other operations and maintenance 1,251,284 1,203,474 1,276,244 Depreciation and amortization 586,543 542,129 507,101 Income taxes 243,022 264,974 182,889 Cost reduction program and restructuring charges 138,000 - 90,008 Taxes other than income taxes 523,724 495,587 483,731 Total operating expenses 4,500,871 4,336,072 4,472,610 OPERATING INCOME 723,428 764,391 686,156 OTHER INCOME (DEDUCTIONS): Allowance for other funds used during construction 35,464 30,567 16,814 Income taxes 3,132 386 (475) Other - net 2,247 8,041 8,944 Other income - net 40,843 38,994 25,283 INCOME BEFORE INTEREST CHARGES 764,271 803,385 711,439 INTEREST CHARGES: Interest on first mortgage bonds and medium-term notes 286,244 281,873 275,914 Other interest 40,841 33,926 35,238 Allowance for borrowed funds used during construction (30,774) (27,214) (17,230) Interest charges - net 296,311 288,585 293,922 NET INCOME 467,960 514,800 417,517 PREFERRED STOCK DIVIDEND REQUIREMENTS 42,663 43,901 41,256 NET INCOME AVAILABLE TO FPL GROUP, INC. $ 425,297 $ 470,899 $ 376,261
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS (Thousands of Dollars)
December 31, 1993 1992 ELECTRIC UTILITY PLANT: At original cost $14,612,036 $13,256,988 Less accumulated depreciation 5,541,164 5,058,241 Net 9,070,872 8,198,747 Construction work in progress 781,435 1,158,688 Nuclear fuel under capital lease 226,124 277,803 Electric utility plant - net 10,078,431 9,635,238 INVESTMENTS: Nuclear decommissioning reserve funds 325,238 270,506 Storm and property insurance reserve fund 53,536 48,292 Other 9,890 8,152 Total investments 388,664 326,950 CURRENT ASSETS: Cash and cash equivalents 7,316 3,002 Receivables: Customers, net of allowance for uncollectible accounts of $13,612 and $14,558, respectively 439,473 403,914 Miscellaneous 53,255 93,069 Materials and supplies - at average cost 235,132 278,057 Fossil fuel stock - at average cost 78,337 85,063 Recoverable storm costs 44,945 72,500 Prepaid expenses 34,879 35,992 Other 11,653 20,725 Total current assets 904,990 992,322 DEFERRED DEBITS AND OTHER ASSETS: Unamortized debt reacquisition costs 302,561 175,320 Deferred litigation items 110,859 110,859 Other 125,837 107,937 Total deferred debits and other assets 539,257 394,116 TOTAL ASSETS $11,911,342 $11,348,626
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS CAPITALIZATION AND LIABILITIES (Thousands of Dollars)
December 31, 1993 1992 CAPITALIZATION: Common shareholder's equity $ 3,979,425 $3,778,481 Preferred stock without sinking fund requirements 451,250 421,250 Preferred stock with sinking fund requirements 97,000 130,150 Long-term debt 3,463,065 3,404,404 Total capitalization 7,990,740 7,734,285 CURRENT LIABILITIES: Commercial paper 349,600 - Current maturities of long-term debt and preferred stock 1,500 160,546 Accounts payable - trade 204,874 288,510 Customers' deposits 215,492 214,985 Deferred clause revenues 130,786 175 Income and other taxes 105,425 89,655 Interest accrued 94,940 109,227 Tax collections payable 55,999 54,261 Purchased power and interchange 50,090 62,860 Other 229,247 159,262 Total current liabilities 1,437,953 1,139,481 DEFERRED CREDITS AND OTHER LIABILITIES: Accumulated deferred income taxes 1,260,587 1,489,615 Deferred regulatory credit - income taxes 216,546 - Unamortized investment tax credits 323,791 345,438 Capital lease obligations 271,498 324,198 Storm and property insurance reserve 81,769 72,122 Other deferred credits 179,340 173,834 Other liabilities 149,118 69,653 Total deferred credits and other liabilities 2,482,649 2,474,860 COMMITMENTS AND CONTINGENCIES TOTAL CAPITALIZATION AND LIABILITIES $11,911,342 $11,348,626
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Thousands of Dollars)
Years Ended December 31, 1993 1992 1991 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 467,960 $ 514,800 $ 417,517 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 586,543 542,129 507,101 Increase (decrease) in deferred income taxes and related regulatory credit (12,482) 84,491 (19,983) (Increase) decrease in recoverable storm costs 12,184 (57,130) - Deferrals under cost recovery clauses (1) 138,949 (102,977) 120,772 (Increase) decrease in fossil fuel stock 6,726 (2,593) 80,129 Increase (decrease) in accounts payable - trade (83,636) 16,785 41,090 Increase (decrease) in other current liabilities 69,985 (9,935) 53,695 Increase in other liabilities 79,465 48,079 357 Other (21,840) (2,800) (21,098) Net cash provided by operating activities 1,243,854 1,030,849 1,179,580 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2) (1,077,590) (1,269,610) (1,186,678) Other (15,727) (27,836) (20,506) Net cash used in investing activities (1,093,317) (1,297,446) (1,207,184) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of first mortgage bonds and other long-term debt 2,082,993 725,570 265,246 Issuance of preferred stock 190,000 125,000 - Increase (decrease) in commercial paper 349,600 - (3,000) Capital contributions from FPL Group, Inc. 255,000 335,000 260,000 Sale of nuclear fuel - - 235,972 Retirement of long-term debt and preferred stock (2,518,571) (487,552) (190,336) Dividends to FPL Group, Inc. (472,617) (451,616) (396,994) Dividends on preferred stock (42,663) (43,619) (41,394) Other 10,035 (22,085) (15,726) Net cash provided (used) by financing activities (146,223) 180,698 113,768 Net increase (decrease) in cash and cash equivalents 4,314 (85,899) 86,164 Cash and cash equivalents at beginning of year 3,002 88,901 2,737 Cash and cash equivalents at end of year $ 7,316 $ 3,002 $ 88,901 Supplemental Disclosures of Cash Flow Information: Cash paid for interest (net of amount capitalized) $ 310,598 $ 269,492 $ 283,483 Cash paid for income taxes $ 260,920 $ 197,752 $ 196,212 Supplemental Schedule of Noncash Investing and Financing Activities: Additions to capital lease obligations $ 57,579 $ 152,833 $ 274,966
(1) Represents the effect on cash flows from operating activities of the net amounts deferred or recovered under the fuel and purchased power, oil- backout, energy conservation, capacity and environmental cost recovery clauses. (2) Excludes allowance for other funds used during construction. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 1993, 1992 and 1991 1. Summary of Significant Accounting and Reporting Policies Basis of Presentation - The consolidated financial statements include the accounts of Florida Power & Light Company (FPL) and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. FPL is a wholly-owned subsidiary of FPL Group, Inc. (FPL Group). Certain amounts included in prior years' consolidated financial statements have been reclassified to conform to the current year's presentation. Regulation - FPL's accounting practices are subject to regulation by the Florida Public Service Commission (FPSC) and the Federal Energy Regulatory Commission (FERC). As a result of such regulation, FPL follows the accounting practices set forth in Statement of Financial Accounting Standard (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." Revenues and Rates - Retail and wholesale utility rate schedules are approved by the FPSC and the FERC, respectively. FPL records the estimated amount of base revenues for energy delivered to customers but not billed. Such unbilled revenues are included in receivables - customers and amounted to approximately $112 million and $120 million at December 31, 1993 and 1992, respectively. Revenues include amounts resulting from cost recovery clauses, which are designed to permit full recovery of certain costs and provide a return on certain assets utilized by these programs, and franchise fees. Such revenues represent a pass-through of costs and include substantially all fuel, purchased power and interchange expenses, conservation-related expenses, revenue taxes and franchise fees. Revenues from cost recovery clauses are recorded when billed; FPL achieves matching of costs and related revenues by deferring the net under or over recovery. Electric Utility Plant, Depreciation and Amortization - The cost of additions to units of utility property is added to electric utility plant. The cost of units of property retired, less net salvage, is charged to accumulated depreciation. Maintenance and repairs of property as well as replacements and renewals of items determined to be less than units of property are charged to other operations and maintenance expense. Depreciation of utility property is provided primarily on a straight-line average remaining life basis. Depreciation studies are performed at least every four years for substantially all utility property. The weighted annual composite depreciation rate was approximately 3.9%, 3.5% and 3.8% for the years 1993, 1992 and 1991, respectively. These rates exclude decommissioning expense and certain accelerated depreciation under cost recovery clauses. All depreciation methods and rates are approved by the FPSC. Nuclear fuel costs, including a charge for spent nuclear fuel disposal, is accrued in fuel expense on a unit of production method. Substantially all electric utility plant is subject to the lien of the Mortgage and Deed of Trust, as supplemented, securing FPL's first mortgage bonds. Allowance for Funds Used During Construction (AFUDC) - FPL recognizes AFUDC as a noncash item which represents the allowed cost of capital used to finance a portion of its construction work in progress. AFUDC is capitalized as an additional cost of utility plant and is recorded as an addition to income. The capitalization rate used in computing AFUDC was 8.67% from January 1993 through June 1993, 8.26% from July 1993 through December 1993, 8.61% in 1992 and 8.46% in 1991. Nuclear Decommissioning - FPL accrues nuclear decommissioning costs over the expected service life of each plant. Nuclear decommissioning studies are performed at least every five years for FPL's four nuclear units. A provision for nuclear decommissioning of $38 million for each of the years 1993, 1992 and 1991 is included in depreciation expense. The accumulated provision for nuclear decommissioning totaled $445 million and $390 million at December 31, 1993 and 1992, respectively, and is included in accumulated depreciation. Amounts equal to decommissioning expense are deposited in either qualified funds on a pretax basis or in a non-qualified fund on a net of tax basis. Fund earnings, net of taxes, are reinvested in the funds. Both fund earnings and the charge resulting from reinvestment of the earnings are included in other income (deductions). The related income tax effects are included in deferred taxes. The decommissioning reserve funds may be used only for the payment of the cost of decommissioning FPL's nuclear units. Securities held in the funds consist primarily of tax-exempt obligations and are carried at cost. See Note 9. The most recent decommissioning studies assume prompt dismantlement for the Turkey Point nuclear units commencing in the year 2005 and for St. Lucie Unit No. 2 commencing in 2021. St. Lucie Unit No. 1 will be mothballed in 2016 until St. Lucie Unit No. 2 is ready for dismantlement. FPL's portion of the cost of decommissioning these units, including dismantlement and reclamation, expressed in 1993 dollars, is currently estimated to aggregate $935 million. Storm and Property Insurance Reserve Fund - The storm and property insurance reserve fund provides coverage toward storm damage costs and possible retrospective premium assessments stemming from a nuclear incident under the various insurance programs covering FPL's nuclear generating plants. The storm and property insurance reserve represents amounts accumulated to date net of expenditures for storm damages. The related income tax effects are included in accumulated deferred income taxes. Securities held in the fund consist primarily of tax-exempt obligations and are carried at cost. In 1992, $21 million of the storm fund was used for storm damage costs associated with Hurricane Andrew. See Note 9. Cash Equivalents - Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. The carrying amount of these investments approximates their market value. Retirement of Long-Term Debt - The excess of reacquisition cost over the book value of long-term debt is deferred and amortized to expense ratably over the remaining life of the original issue, which is consistent with its treatment in the ratemaking process. Rate Matters - Deferred litigation items at December 31, 1993 and 1992, represent costs approved by the FPSC for recovery over five years commencing with the effective date of new base rates to be established in the next general rate proceeding. Income Taxes - Deferred income taxes are provided on all significant temporary differences between the financial statement and tax bases of assets and liabilities. Investment tax credits are used to reduce current federal income taxes and are deferred and amortized to income over the approximate lives of the related property. FPL is included in the consolidated federal income tax return filed by FPL Group. FPL determines its income tax provision on the "separate return method." See Note 3. 2. Cost Reduction Program and Restructuring Charge In 1993, FPL implemented a major cost reduction program, which resulted in a $138 million charge and reduced net income by approximately $85 million. The program consisted primarily of a Voluntary Retirement Plan (VRP) and a Special Severance Plan (SSP). The VRP was offered to all employees who were at least 54 years of age and had at least 10 years of service. The plan, among other things, added five years to age and service for the determination of plan benefits to be received by eligible employees. Approximately 700 employees, or 75% of those eligible, elected to retire under this program. The impact on pension cost resulting from the two programs as determined under the provisions of SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," was approximately $34 million. The impact on postretirement benefits as determined under SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" was approximately $29 million. These amounts are included as part of the total charge of $138 million. See Note 4. In 1991, FPL recorded a $90 million restructuring charge in connection with a company-wide restructuring which reduced net income by $56 million. The charge included severance pay for departing employees, as well as relocation and facility modification expenditures. 3. Income Taxes In 1993, FPL adopted SFAS No. 109, "Accounting for Income Taxes," which requires the use of the liability method in accounting for income taxes. Under the liability method, the tax effect of temporary differences between the financial statement and tax bases of assets and liabilities are reported as deferred taxes measured at current tax rates. The principal effect of adopting SFAS No. 109 was the reclassification of the revenue equivalent of deferred taxes in excess of the amount required to be reported as a liability under SFAS No. 109 from accumulated deferred income taxes to a newly- established deferred regulatory credit - income taxes. This amount will be amortized over the estimated lives of the assets or liabilities which resulted in the initial recognition of the deferred tax amount. Adoption of this standard had no effect on results of operations. The net result of amortizing the deferred regulatory credit and the related deferred taxes established under SFAS No. 109 is to yield comparable amounts to those included in the tax provision under accounting rules applicable to prior periods. The components of income taxes are as follows:
Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) Federal: Charged to operating expenses: Current. . . . . . . . . . . . . . . . . $ 238,208 $ 171,571 $ 186,134 Deferred: Loss on reacquired debt. . . . . . . . 41,606 7,401 691 Cost reduction program/restructuring . (28,995) 191 (7,909) Depreciation and related items . . . . 13,598 37,749 67,285 Cost recovery clauses. . . . . . . . . (45,873) 33,334 (39,045) Nuclear decommissioning reserve. . . . (2,016) (1,959) (12,459) Other. . . . . . . . . . . . . . . . . 9,109 (3,481) (8,639) Deferred investment tax credits. . . . . (503) (2,817) (634) Amortization of investment tax credits . (21,143) (20,082) (37,280) Total. . . . . . . . . . . . . . . . 203,991 221,907 148,144 Charged to other income: Current. . . . . . . . . . . . . . . . . (311) 1,369 (516) Deferred: Amortization of tax settlement interest. . . . 3,229 3,156 3,251 Other. . . . . . . . . . . . . . . . . (6,189) (5,364) (2,960) Total federal. . . . . . . . . . . . 200,720 221,068 147,919 State: Charged to operating expenses: Current. . . . . . . . . . . . . . . . . 41,780 29,224 33,642 Deferred: Loss on reacquired debt. . . . . . . . 6,992 1,358 209 Cost reduction program/restructuring . (4,810) 33 (1,354) Depreciation and related items . . . . 2,207 8,110 12,249 Cost recovery clauses. . . . . . . . . (7,645) 5,706 (6,684) Other. . . . . . . . . . . . . . . . . 507 (1,364) (3,317) Total. . . . . . . . . . . . . . . . 39,031 43,067 34,745 Charged to other income: Current. . . . . . . . . . . . . . . . . 616 832 585 Deferred: Amortization of tax settlement interest. . . . 553 540 556 Other. . . . . . . . . . . . . . . . . (1,030) (919) (441) Total state. . . . . . . . . . . . . 39,170 43,520 35,445 Total income taxes . . . . . . . . . . . . . . . $239,890 $264,588 $183,364
A reconciliation between income tax expense and the expected income tax expense at the applicable statutory rates is as follows:
Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) Computed at statutory federal income tax rate. . . . . . . . . . . $247,747 $264,992 $204,300 Increases (reductions) resulting from: State income taxes - net of federal income tax benefit . . . 25,461 28,723 23,394 Amortization of investment tax credits . . . . . . . . . . . (21,143) (20,082) (37,280) Allowance for other funds used during construction . . . . . (14,177) (11,801) (6,700) Other - net. . . . . . . . . . . . . . . . . . . . . . . . . 2,002 2,756 (350) Total income taxes . . . . . . . . . . . . . . . . . . . . . . . . $239,890 $264,588 $183,364
The income tax effects of temporary differences giving rise to FPL's deferred income tax assets and liabilities after adoption of SFAS No. 109 are as follows:
December 31, 1993 January 1, 1993 (Thousands of Dollars) Deferred tax liabilities: Property related . . . . . . . . . . . . . $1,634,808 $1,609,900 Unamortized debt reacquisition costs . . . 116,556 65,900 Other. . . . . . . . . . . . . . . . . . . 29,674 8,500 Total deferred tax liabilities. . . . . . 1,781,038 1,684,300 Deferred tax assets: Unamortized investment tax credits . . . . 124,913 130,000 Deferred regulatory credit - income taxes. 83,524 110,100 Storm and decommissioning reserves . . . . 133,754 119,100 Other. . . . . . . . . . . . . . . . . . . 178,260 128,100 Total deferred tax assets . . . . . . . . 520,451 487,300 Accumulated deferred income taxes. . . . . . . . $1,260,587 $1,197,000
4. Employee Retirement Benefits Pension Benefits - Substantially all employees of FPL are covered by FPL Group's noncontributory defined benefit pension plan. Plan benefits are generally based on employees' years of service and compensation during the last years of employment. Participants are vested after five years of service. Plan assets consist primarily of bonds, common stocks and short- term investments. Any pension cost recognized by FPL Group is allocated to FPL on a pro rata basis. For 1993, 1992 and 1991 the components of pension cost which were allocated to FPL, a portion of which has been capitalized, are as follows:
Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) Benefits earned during the year. . . . . . . . . . . . . . . . . . $ 35,672 $ 39,076 $ 36,268 Interest cost on projected benefit obligation. . . . . . . . . . . 77,854 61,974 59,971 Actual return on plan assets . . . . . . . . . . . . . . . . . . . (233,732) (75,823) (249,773) Net amortization and deferral. . . . . . . . . . . . . . . . . . . 105,614 (30,448) 147,812 Negative pension cost. . . . . . . . . . . . . . . . . . . . . . . (14,592) (5,221) (5,722) Effect of cost reduction program (see Note 2). . . . . . . . . . . 34,463 - - Regulatory adjustment. . . . . . . . . . . . . . . . . . . . . . . - 5,221 5,722 Pension cost recognized in the Consolidated Statements of Income . $ 19,871 $ - $ -
Prior to 1993, an adjustment was made to reflect in the results of operations the pension cost calculated under the actuarial cost method used for ratemaking purposes. In 1993, FPL adopted consistent pension measurements for ratemaking and financial reporting. The accumulated regulatory adjustment is being amortized to income over five years. At December 31, 1993 and 1992, the cumulative amounts of these regulatory adjustments included in other deferred credits were approximately $16 million and $20 million, respectively. During 1992, the method used for valuing plan assets in the calculation of pension cost was changed from fair value to a calculated market-related value. The new method was adopted to reduce the volatility in annual pension expense that results from short-term fluctuations in the securities markets. The cumulative effect of the change was to reduce prepaid pension cost and the related accumulated regulatory adjustment by approximately $37 million, with no effect on earnings. During 1993, the effect of a prior plan amendment that changed the manner in which benefits accrue was recognized and included as part of prior service cost to be amortized over the remaining service life of the employees. FPL funds the pension cost calculated under the entry age normal level percentage of pay actuarial cost method, provided that this amount satisfies the Employee Retirement Income Security Act minimum funding standards and is not greater than the maximum tax deductible amount for the year. No contributions to the plan were required for 1993, 1992 or 1991. In 1993, the FPL pension plan and the FPL Group pension plan were combined. Accordingly, the 1992 amounts have been restated to present the position of the combined plans. Any pension cost recognized by FPL Group has been allocated to FPL on a pro rata basis. At December 31, 1993, the portion of prepaid pension cost recognized in FPL's statement of position was a liability of approximately $.3 million. A reconciliation of the funded status of the combined FPL Group Plan is presented below:
December 31, 1993 1992 (Thousands of Dollars) Fair market value of plan assets . . . . . . . . . . . . . . . . . . . . . $1,662,051 $1,549,294 Actuarial present value of benefits for services rendered to date: Accumulated benefits based on salaries to date, including vested benefits of $689.2 million and $870.6 million for 1993 and 1992, respectively . . . . . . . . . . 740,959 883,487 Additional benefits based on estimated future salary levels. . . . . 325,582 235,908 Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . . . 1,066,541 1,119,395 Plan assets in excess of projected benefit obligation. . . . . . . . . . . 595,510 429,899 Prior service cost not recognized in net periodic pension cost . . . . . . 212,908 79,584 Unrecognized net asset at January 1, 1986, being amortized primarily over 19 years - net of accumulated amortization. . . . . . (256,914) (280,270) Unrecognized net gain. . . . . . . . . . . . . . . . . . . . . . . . . . . (548,741) (206,755)(1) Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,763 $ 22,458
(1) Includes $37 million effect of changing to calculated market-related method of valuing plan assets. As of December 31, 1993 and 1992, the weighted-average discount rate used in determining the actuarial present value of the projected benefit obligation was 7.0% and 6.0%, respectively. The assumed rate of increase in future compensation levels at those respective dates was 5.5% and 6.0%. The expected long-term rate of return on plan assets used in determining pension cost was 7.75% for 1993 and 7.0% for 1992 and 1991. Other Postretirement Benefits - Substantially all employees of FPL are covered by FPL Group's defined benefit postretirement plans for health care and life insurance benefits. Eligibility for health care benefits is based upon age plus years of service at retirement. The plans are contributory, and contain cost-sharing features such as deductibles and coinsurance. FPL Group has capped company contributions for postretirement health care at a defined level which, depending on actual claims experience, may be reached by the year 2000. Generally, life insurance benefits for retirees are capped at $50,000. FPL Group's policy is to fund postretirement benefits in amounts determined at the discretion of management. Benefit payments in 1993 and 1992 totaled $13 million and $12 million, respectively, and were paid out of existing plan assets. In 1993, FPL adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions." For the year ended December 31, 1993, the components of net periodic postretirement benefit cost allocated to FPL, a portion of which has been capitalized, are as follows:
Year Ended December 31, 1993 (Thousands of Dollars) Service cost . . . . . . . . . . . . . . . . . . . . . $ 5,094 Interest cost. . . . . . . . . . . . . . . . . . . . . 14,303 Return on plan assets. . . . . . . . . . . . . . . . . (7,935) Amortization of transition obligation . . . . . . . . 4,017 Net periodic postretirement benefit cost . . . . . . . 15,479 Effect of cost reduction program (see Note 2). . . . . 29,008 Postretirement benefit cost recognized in the Consolidated Statement of Income . . . . . . . . . . $44,487
A reconciliation of the funded status of the combined FPL Group Plan is presented below. The portion of accrued postretirement benefit cost recognized in the statement of position of FPL is approximately $44 million.
December 31, 1993 (Thousands of Dollars) Plan assets at fair value, primarily listed stocks and bonds . . . . $109,372 Accumulated postretirement benefit obligation: Retirees . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,788 Fully eligible active plan participants. . . . . . . . . . . . 68,823 Other active plan participants . . . . . . . . . . . . . . . . 177,419 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,030 Accumulated postretirement benefit obligation in excess of plan assets . . . . . . . . . . . . . . . . . . . (143,658) Unrecognized net transition obligation (amortized over 20 years) . . 66,217 Unrecognized net loss. . . . . . . . . . . . . . . . . . . . . . . . 32,633 Accrued postretirement benefit cost. . . . . . . . . . . . . . . . . $44,808
The weighted-average annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) for 1993 is 10.5% for retirees under age 65 and 6.5% for retirees over age 65. These rates are assumed to decrease gradually to 6.0% by the year 2000, which is when it is anticipated that benefit costs will reach the defined level at which FPL Group's contributions will be capped. The cap on FPL Group's contributions mitigates the potential significant increase in costs resulting from an increase in the health care cost trend rate. Increasing the assumed health care cost trend rate by one percentage point would increase the plan's accumulated postretirement benefit obligation as of December 31, 1993 by $8 million, and the aggregate of the service and interest cost components of net periodic postretirement benefit cost of the plan for 1993 by approximately $1 million. The weighted-average discount rate used in determining the accumulated postretirement benefit obligation was 7.0% at December 31, 1993. The expected long-term rate of return on plan assets was 7.75% at December 31, 1993. Postemployment Benefits - In 1993, FPL adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits," which requires a change from recognizing expenses when paid to recording the benefits as the liability is incurred. Implementation of this pronouncement did not have a material effect on FPL's results of operations. 5. Leases In 1991, FPL expanded its nuclear fuel lease program to include all four of its nuclear units. In connection with this expansion, FPL sold to a non-affiliated lessor and leased back approximately $220 million of nuclear fuel held in reactors of these units, as well as nuclear fuel in various stages of enrichment. The fuel was sold at book value. Nuclear fuel payments, which are based on energy production and are charged to fuel expense, were $122 million, $120 million and $81 million for the years ended December 31, 1993, 1992 and 1991, respectively. Included in these payments was an interest component of $11 million, $13 million and $9 million in 1993, 1992 and 1991, respectively. Under certain circumstances of lease termination, FPL is required to purchase all nuclear fuel in whatever form at a purchase price designed to allow the lessor to recover its net investment cost in the fuel, which totaled $226 million at December 31, 1993. For ratemaking purposes, the leases encompassed within this lease arrangement are classified as operating leases. For financial reporting purposes, the capital lease obligation is recorded at the amount due in the event of lease termination. In 1992, FPL entered into a noncancellable capital lease arrangement for an office building whose net book value at December 31, 1993 and 1992 was approximately $46 million and $48 million, respectively. The present value of future minimum lease payments at December 31, 1993 totaled $49 million. Future minimum annual lease payments under this lease arrangement, which expires in 2016, are estimated to be $4 million. Excluding these leases, the amount of assets and capitalized lease obligations for other capital leases is not material. FPL leases automotive, computer, office and other equipment through rental agreements with various terms and expiration dates. Rental expense totaled $31 million, $53 million and $50 million for 1993, 1992 and 1991, respectively. Minimum annual rental commitments for noncancellable operating leases are $21 million for 1994, $18 million for 1995, $12 million for 1996, $6 million for 1997, $5 million for 1998 and $13 million thereafter. 6. Jointly-Owned Facilities FPL owns approximately 85% of the St. Lucie Nuclear Unit No. 2, 20% of the St. Johns River Power Park (SJRPP) units and coal terminal and a 49% undivided interest in Scherer Unit No. 4. FPL expects to purchase an additional 27% undivided ownership interest in Scherer Unit No. 4 in two stages through 1995. At December 31, 1993, FPL's investment in St. Lucie Unit No. 2 was $768 million, net of accumulated depreciation of $397 million; the investment in the SJRPP units and coal terminal was $221 million, net of accumulated depreciation of $110 million; the investment in Scherer Unit No. 4 was $296 million, net of accumulated depreciation of $54 million. FPL is responsible for its share of the operating costs, as well as providing its own financing. At December 31, 1993, there was no significant balance of construction work in progress on these facilities. 7. Common Shareholder's Equity The changes in common shareholder's equity accounts are as follows:
Additional Common Common Paid-in Retained Shareholder's Stock(1) Capital Earnings Equity (Thousands of Dollars) Balances, December 31, 1990. . . . . . . . . . . . . . $1,373,069 $ 895,128 $921,456 Contributions from FPL Group . . . . . . . . . - 260,000 - Net income available to FPL Group. . . . . . . - - 376,261 Dividends to FPL Group . . . . . . . . . . . . - - (396,994) Other. . . . . . . . . . . . . . . . . . . . . - 28 (209) Balances, December 31, 1991. . . . . . . . . . . . . . 1,373,069 1,155,156 900,514 Contributions from FPL Group . . . . . . . . . - 335,000 - Net income available to FPL Group. . . . . . . - - 470,899 Dividends to FPL Group . . . . . . . . . . . . - - (451,616) Preferred stock issuance costs and other . . . - (2,689) (1,852) Balances, December 31, 1992. . . . . . . . . . . . . . 1,373,069 1,487,467 917,945 $3,778,481 Contributions from FPL Group . . . . . . . . . - 255,000 - Net income available to FPL Group. . . . . . . - - 425,297 Dividends to FPL Group . . . . . . . . . . . . - - (472,617) Preferred stock issuance costs and other . . . - (1,031) (5,705) Balances, December 31, 1993. . . . . . . . . . . . . . $1,373,069 $1,741,436 $864,920 $3,979,425
(1) Common stock, no par value, 1,000 shares authorized, issued and outstanding. FPL's charter and mortgage contain provisions that, under certain conditions, restrict the payment of dividends and other distributions to FPL Group. Given FPL's current financial condition and level of earnings, these restrictions do not currently limit FPL's ability to pay dividends to FPL Group. In 1993, 1992 and 1991 FPL paid, as dividends to FPL Group, its net income available to FPL Group on a one-month lag basis. 8. Preferred Stock and Long-Term Debt Preferred Stock (1)
December 31, 1993 Shares Redemption December 31, Outstanding Price 1993 1992 (Thousands of Dollars) Preferred stock without sinking fund requirements: Cumulative, No Par Value, authorized 10,000,000 shares at December 31, 1993 and December 31, 1992 $2.00 No Par Value, Series A (Involuntary Liquidation Value $25 Per Share) 5,000,000 $ 27.00 $125,000 $125,000 Cumulative, $100 Par Value, authorized 15,822,500 shares at December 31, 1993 and 17,842,000 shares at December 31, 1992 4 1/2% Series 100,000 101.00 10,000 10,000 4 1/2% Series A 50,000 101.00 5,000 5,000 4 1/2% Series B 50,000 101.00 5,000 5,000 4 1/2% Series C 62,500 103.00 6,250 6,250 4.32% Series D 50,000 103.50 5,000 5,000 4.35% Series E 50,000 102.00 5,000 5,000 7.28% Series F 600,000 102.93 60,000 60,000 7.40% Series G 400,000 102.53 40,000 40,000 8.70% Series K - - - 75,000 8.84% Series L - - - 50,000 8.50% Series P - - - 35,000 6.98% Series S 750,000 -(2) 75,000 - 7.05% Series T 500,000 -(2) 50,000 - 6.75% Series U 650,000 -(2) 65,000 - Total preferred stock without sinking fund requirements 8,262,500 $451,250 $421,250 Preferred stock with sinking fund requirements(3): 10.08% Series J - - - $ 3,746 8.70% Series M - - - 30,200 11.32% Series O - - - 6,500 6.84% Series Q (4) 485,000 104.10 $ 48,500 48,500 8.625% Series R (5) 500,000 108.63 50,000 50,000 Total preferred stock with sinking fund requirements 985,000 98,500 138,946 Less current maturities 1,500 8,796 Preferred stock with sinking fund requirements, excluding current maturities $ 97,000 $130,150
(1) FPL's charter authorizes the issuance of 5 million shares of subordinated preferred stock, no par value. No shares of subordinated preferred stock are outstanding. In 1993, FPL issued 1,900,000 shares of $100 par value preferred stock. In 1992, FPL issued 5,000,000 shares of $2.00 No Par Value, Series A, preferred stock. There were no issuances of preferred stock in 1991. (2) Not redeemable prior to 2003. (3) Minimum annual sinking fund requirements on preferred stock are approximately $2 million for each of the years 1994 and 1995 and $4 million for each of the years 1996, 1997 and 1998. In the event that FPL should be in arrears on its sinking fund obligations, FPL may not pay dividends on common stock. (4) Entitled to a sinking fund to retire a minimum of 15,000 shares and a maximum of 30,000 shares annually from 1994 through 2026 at $100 per share plus accrued dividends. FPL redeemed and retired 15,000 shares in 1992, satisfying the 1993 minimum annual sinking fund requirement. (5) Entitled to a sinking fund to retire a minimum of 25,000 shares and a maximum of 50,000 shares annually from 1996 through 2015 at $100 per share plus accrued dividends. Long-Term Debt(1)(2)
December 31, 1993 1992 (Thousands of Dollars) First Mortgage Bonds: Maturing through 2000 - 4 5/8% to 9 5/8% $ 460,697 $ 500,000 Maturing 2001 through 2015 - 6 5/8% to 9 1/8% 700,000 725,000 Maturing 2016 through 2026 - 7% to 10 1/4% 1,126,223 1,425,000 Medium-Term Notes: Maturing through 2000 - 4.85% to 9.5% 280,300 30,000 Maturing 2001 through 2015 - 5.79% to 9.4% 155,725 90,000 Maturing 2016 through 2022 - 8% to 9.45% 148,700 193,700 Pollution Control and Industrial Development Series: Maturing 2008 through 2027 - 6.10% to 11 3/8% 412,565(3) 456,705 Pollution Control, Solid Waste Disposal and Industrial Development Revenue Bonds: Maturing 2021 through 2027 - variable, 2.6% to 3.9% year-end interest rate 200,315 77,625 Installment Purchase and Security Contracts: Maturing 2004 through 2007 - 5.40% to 6.15% 22,990 89,030 Promissory Note - 5% due 1993 - 1,750 Unamortized discount - net (44,450) (32,656) Total long-term debt 3,463,065 3,556,154 Less current maturities - 151,750 Long-term debt, excluding current maturities $3,463,065 $3,404,404
(1) Minimum annual maturities and sinking fund requirements of long-term debt are approximately $80 million for 1995, $100 million for 1996 and $181 million for 1998. (2) Available lines of credit aggregated approximately $800 million at December 31, 1993, all of which were based on firm commitments. (3) Excludes approximately $46 million principal amount of bonds removed from the balance sheet in December 1993 as a result of an in-substance defeasance. Such bonds were redeemed in January 1994 with funds previously placed in an irrevocable trust. 9. Fair Value of Financial Instruments The following estimates of the fair value of financial instruments have been made using available market information and other valuation methodologies. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.
December 31, 1993 1992 Carrying Estimated Carrying Estimated Amount Fair Value(1) Amount Fair Value(1) (Thousands of Dollars) Nuclear decommissioning reserve funds $ 325,238 $ 348,352 $ 270,506 $ 281,789 Storm and property insurance reserve fund $ 53,536 $ 55,489 $ 48,292 $ 50,088 Preferred stock with sinking fund requirements(2) $ 98,500 $ 104,463 $ 138,946 $ 144,148 Long-term debt(2) $ 3,463,065 $3,618,822 $3,556,154 $3,711,632
(1) Based on the quoted market prices for these or similar issues. (2) Includes current maturities. 10. Commitments and Contingencies Capital Commitments - FPL has made certain commitments in connection with its projected capital expenditures. These expenditures, for the construction or acquisition of additional facilities and equipment to meet customer demand, are estimated to be $3.7 billion, including AFUDC, for the years 1994 through 1998. Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of the insurance available from private sources and under an industry retrospective payment plan. In accordance with this Act, FPL maintains $200 million of private liability insurance, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $317 million per incident at any nuclear utility reactor in the United States, payable at a rate not to exceed $40 million per incident per year. FPL participates in insurance pools and other arrangements that provide $2.75 billion of limited insurance coverage for property damage, decontamination and premature decommissioning risks at its nuclear plants. The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair. FPL also participates in an insurance program that provides limited coverage for replacement power costs if a plant is out of service because of an accident. In the event of an accident at one of FPL's or another participating insured's nuclear plant, FPL could be assessed up to $58 million in retrospective premiums, and in the event of a subsequent accident at such nuclear plants during the policy period, the maximum assessment is $72 million under the programs in effect at December 31, 1993. This contingent liability would be partially offset by a portion of FPL's storm and property insurance reserve (storm fund), which totaled $82 million at that date. In the event of a catastrophic loss at one of FPL's nuclear plants, the amount of insurance available may not be adequate to cover property damage and other expenses incurred. Uninsured losses, to the extent not recovered through rates, would be borne by FPL and could have a material adverse effect on FPL's financial condition. In 1993, FPL replaced its transmission and distribution (T&D) property insurance coverage with a self-insurance program due to the high cost and limited coverage available from third-party insurers. Costs incurred under the self-insurance program will be charged against FPL's storm fund. Recovery of any losses in excess of the storm fund from ratepayers will require the approval of the FPSC. FPL's available lines of credit include $300 million to provide additional liquidity in the event of a T&D property loss. Contracts - FPL has take-or-pay contracts with the Jacksonville Electric Authority (JEA) for 374 megawatts (mw) through 2023 and with the subsidiaries of the Southern Company to purchase 1,406 mw of power through May 1994, and declining amounts thereafter through mid-2010. FPL also has various firm pay-for-performance contracts to purchase 1,031 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2002 through 2026. These contracts provide for capacity and energy payments. Capacity payments for the pay-for-performance contracts are subject to the qualifying facilities meeting certain contract obligations. Energy payments are based on the actual power taken under these contracts. The required capacity payments through 1998 under these contracts are estimated to be as follows:
1994 1995 1996 1997 1998 (In Millions) JEA. . . . . . . . . . . . . . . . . . $ 80 $ 80 $ 80 $ 80 $ 80 Southern Companies . . . . . . . . . . 200 150 140 140 140 Qualifying Facilities. . . . . . . . . 140 160 310 340 350
FPL's capacity and energy charges under these contracts for 1993, 1992 and 1991 were as follows:
1993 Charges 1992 Charges 1991 Charges Capacity Energy(3) Capacity Energy(3) Capacity Energy(3) (In Millions) JEA. . . . . . . . . . . . . . $ 85(1) $ 51 $ 85(1) $ 48 $ 82(4) $ 53 Southern Companies . . . . . . 268(2) 183 377(2) 283 389(2) 311 Qualifying Facilities. . . . . 60(2) 40 44(2) 40 5(2) 36
(1) Recovered through base rates and the capacity cost recovery clause (capacity clause). (2) Recovered through the capacity clause. (3) Recovered through the fuel and purchased power cost recovery clause. (4) Recoverable through base rates. FPL has take-or-pay contracts for the supply and transportation of natural gas under which it is required to make payments estimated to be $280 million for 1994, $380 million for 1995 and $390 million for each of the years 1996, 1997 and 1998. Total payments made under these contracts were $270 million, $269 million and $221 million for 1993, 1992 and 1991, respectively. Litigation - Union Carbide Corporation sued FPL and Florida Power Corporation alleging that, through a territorial agreement approved by the FPSC, they conspired to eliminate competition in violation of federal antitrust laws. Praxair, Inc., an entity that was formerly a unit of Union Carbide, has been substituted as the plaintiff. The suit seeks treble damages of an unspecified amount based on alleged higher prices paid for electricity and product sales lost. Cross motions for summary judgment were denied. Both parties are appealing the denials. A suit brought by the partners in a cogeneration project located in Dade County, Florida, alleges that FPL has engaged in anti-competitive conduct intended to eliminate competition from cogenerators generally, and from their facility in particular, in violation of federal antitrust laws and have wrongfully interfered with the cogeneration project's contractual relationship with Metropolitan Dade County. The suit seeks damages in excess of $100 million before trebling under antitrust law, plus other unspecified compensatory and punitive damages. FPL's motion for summary judgment has been denied. FPL believes that it has meritorious defenses to all of the litigation described above and is vigorously defending these suits. Accordingly, the liabilities, if any, arising from this litigation are not anticipated to have a material adverse effect on FPL's financial statements. 11. Transactions with Related Parties FPL provides certain services to and receives services from FPL Group, or other subsidiaries of FPL Group. The full cost of such services is charged to the entity benefitting from the service. In addition, certain common costs of FPL Group are allocated to all subsidiaries, including FPL, based primarily on each subsidiary's equity. Neither current period amounts charged or allocated, nor balances outstanding, were material for any year. See Note 3 - Income Taxes. 12. Quarterly Data (Unaudited) Condensed consolidated quarterly financial information for 1993 and 1992 is as follows:
March 31(1) June 30(1) September 30(1) December 31(1) (Thousands of Dollars) 1993 Operating revenues . . . . . . . $1,103,536 $ 1,321,504 $1,586,141 $1,213,118 Operating income . . . . . . . . $ 163,685 $ 180,633 $ 210,608(2) $ 168,502 Net income . . . . . . . . . . . $ 102,908 $ 115,679 $ 142,747(2) $ 106,626 Net income available to FPL Group. $ 91,631 $ 105,036 $ 132,035(2) $ 96,595 1992 Operating revenues . . . . . . . $1,064,693 $ 1,232,414 $1,556,083 $1,247,273 Operating income . . . . . . . . $ 150,305 $ 174,950 $ 264,668 $ 174,468 Net income . . . . . . . . . . . $ 85,683 $ 113,032 $ 201,971 $ 114,114 Net income available to FPL Group. $ 75,305 $ 101,625 $ 190,912 $ 103,057
(1) In the opinion of FPL, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of such amounts for such periods, have been made. Results of operations for an interim period may not give a true indication of results for the calendar year. (2) Charge resulting from cost reduction program reduced amount shown by $85 million. See Note 2. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III Item 10. Directors and Executive Officers of the Registrant DIRECTORS(1) James L. Broadhead. Mr. Broadhead, 58, is chairman and chief executive officer of FPL. He is also chairman, president and chief executive officer of FPL Group and president and chief executive officer of FPL Group Capital Inc. Mr. Broadhead is a director of FPL Group and its subsidiary FPL Group Capital Inc, Barnett Banks, Inc., Delta Air Lines, Inc. and The Pittston Company. He is also a board fellow of Cornell University. Mr. Broadhead has been a director of FPL since 1989. Dennis P. Coyle. Mr. Coyle, 55, is general counsel and secretary of FPL and FPL Group. He is also secretary of FPL Group Capital Inc. Mr. Coyle was formerly vice president of FPL Group and partner of the law firm Steel Hector & Davis. Mr. Coyle has been a director of FPL since 1990. Paul J. Evanson. Mr. Evanson, 52, is senior vice president, finance and chief financial officer of FPL, vice president, finance and chief financial officer of FPL Group and vice president and chief financial officer of FPL Group Capital Inc. He is a director of FPL Group Capital Inc, Lynch Corporation and Southern Energy Homes, Inc. Mr. Evanson was formerly president and chief operating officer of the Lynch Corporation, a diversified holding company. Mr. Evanson has been a director of FPL since 1992. Stephen E. Frank. Mr. Frank, 52, is president and chief operating officer of FPL. He was formerly executive vice president and chief financial officer of TRW, Inc., a Cleveland-based diversified, high technology, multinational company. He is a director of FPL Group, Arkwright Mutual Insurance Company and Great Western Financial Corporation and a trustee of the University of Miami. Mr. Frank has been a director of FPL since 1990. Jerome H. Goldberg. Mr. Goldberg, 62, is president of FPL's nuclear division. He was formerly executive vice president of FPL and group vice president- nuclear of Houston Lighting & Power Company, an electric utility. Mr. Goldberg has been a director of FPL since 1990. Lawrence J. Kelleher. Mr. Kelleher, 46, is senior vice president, human resources of FPL and vice president, human resources of FPL Group. He was formerly chief human resources officer of FPL, director of corporate development of FPL Group and director of management services of FPL. Mr. Kelleher has been a director of FPL since 1990. J. Thomas Petillo. Mr. Petillo, 49, is senior vice president, external affairs of FPL. He was formerly group vice president of FPL. Mr. Petillo has been a director of FPL since 1991. C. O. Woody. Mr. Woody, 55, is senior vice president, power generation of FPL. He was formerly executive vice president of FPL. Mr. Woody has been a director of FPL since 1990. Michael W. Yackira. Mr. Yackira, 42, is senior vice president, market and regulatory services of FPL. He was formerly chief planning officer of FPL, vice president of FPL Group and vice president of GTE Florida, a telecommunications company, and assistant controller of GTE Service Corp., a telecommunications company. Mr. Yackira has been a director of FPL since 1990. (1) Directors are elected annually and serve until their resignation, removal or until their respective successors are elected. Includes each director's business experience during the past five years. EXECUTIVE OFFICERS(1)
Name Age Position Effective Date James L. Broadhead 58 Chairman of the Board and Chief Executive Officer January 15, 1990 Dennis P. Coyle 55 General Counsel and Secretary July 1, 1991 K. Michael Davis 47 Vice President, Accounting, Controller and July 1, 1991 Chief Accounting Officer Paul J. Evanson 52 Senior Vice President, Finance and Chief December 5, 1992 Financial Officer Stephen E. Frank 52 President and Chief Operating Officer August 13, 1990 Jerome H. Goldberg 62 President, Nuclear Division July 1, 1991 Lawrence J. Kelleher 46 Senior Vice President, Human Resources July 1, 1991 J. Thomas Petillo 49 Senior Vice President, External Affairs July 1, 1991 Dilek L. Samil 38 Treasurer July 1, 1991 C. O. Woody 55 Senior Vice President, Power Generation July 1, 1991 Michael W. Yackira 42 Senior Vice President, Market and Regulatory Services July 1, 1991
(1) Executive officers are elected annually by, and serve at the pleasure of, FPL's Board of Directors. The business experience of the above named executive officers is as follows: Mr. Davis was previously comptroller of FPL. Ms. Samil was previously assistant treasurer of FPL and FPL Group. For the business experience of the remaining executive officers, see Item 10. Directors and Executive Officers of the Registrant - Directors. Item 11. Executive Compensation The following table sets forth compensation paid during the past three years to FPL's chief executive officer and the other four most highly-compensated persons who served as executive officers of FPL at December 31, 1993. SUMMARY COMPENSATION TABLE
Long-Term Compensation Annual Compensation Awards Payouts All Other Restricted Long Term Other Annual Stock Incentive Plan Compen- Name and Principal Position Year Salary Bonus Compensation Awards(1) Payouts(2) sation(3) James L. Broadhead 1993 $666,333 $505,747 $ 4,989 $ - $ 609,664 $ 9,182 Chairman of the Board and Chief 1992 643,800 424,483 3,342 - 647,772 8,576 Executive Officer of FPL 1991 592,059 378,450 3,313 -(4) - 8,175 and FPL Group Stephen E. Frank 1993 476,100 282,803 3,278 - 273,836 10,554 President and Chief Operating 1992 460,000 245,916 3,064 - 286,000 9,858 Officer of FPL 1991 420,000 243,000 773 175,670(5) - 8,105 Jerome H. Goldberg 1993 445,100 204,468 9,702 - 148,432 10,554 President, Nuclear Division 1992 430,000 175,528 4,241 - 107,250 9,858 of FPL 1991 395,300 170,000 4,359 - - 8,802 Dennis P. Coyle 1993 270,135 116,648 - - 129,136 9,163 General Counsel and Secretary 1992 261,000 99,754 1,899 - 132,839 8,576 of FPL and FPL Group 1991 226,118 91,350 445 - - 5,470 C. O. Woody 1993 261,900 126,039 721 - 129,078 10,554 Senior Vice President, Power 1992 253,000 103,736 1,455 - 117,939 9,858 Generation of FPL 1991 237,400 97,000 1,602 - - 8,802
(1) Dividends at normal rates are paid on restricted common stock. (2) Payouts were made 60% in shares of common stock, valued at $37.875 per share, and 40% in cash. (3) Employer matching contributions to employee thrift plans. (4) At December 31, 1993, Mr. Broadhead held 96,800 shares of restricted common stock with a value of $3,787,300. These shares were awarded in 1991 for the purpose of financing Mr. Broadhead's supplemental retirement plan and will offset lump sum benefits that would otherwise be payable to him in cash upon retirement. See Retirement Plans herein. (5) At December 31, 1993, Mr. Frank held 1,882 shares of restricted common stock with a value of $73,633. A total of 5,644 shares were awarded to Mr. Frank in 1991 pursuant to an undertaking made to him when he was initially employed by FPL and vested in equal installments on February 15, 1992, 1993 and 1994. Stock Options The following table sets forth information with respect to the only executive officer named in the Summary Compensation Table who held any stock options or stock appreciation rights (SARs) during 1993.
December 31, 1993 Number of Shares Value of Unexercised Shares Underlying Unexercised In-the-Money Acquired Value Options/SARs Options/SARs Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable C. O. Woody - - 1,787 - $14,743 -
Long Term Incentive Plan Awards In 1993 and 1994, awards of performance shares under FPL Group's Long Term Incentive Plan were made to the executive officers named in the Summary Compensation Table as set forth in the following table. LONG TERM INCENTIVE PLAN AWARDS
Estimated Future Payouts Under Non-Stock Price-Based Plans Number of Shares Performance Number of Period Name Year Shares Until Payout Threshold Target Maximum James L. Broadhead 1993 21,883 1/1/93 - 12/31/96 - 21,883 21,883 1994 25,282 1/1/94 - 12/31/97 - 25,282 25,282 Stephen E. Frank 1993 8,656 1/1/93 - 12/31/96 - 8,656 8,656 1994 10,001 1/1/94 - 12/31/97 - 10,001 10,001 Jerome H. Goldberg 1993 6,937 1/1/93 - 12/31/96 - 6,937 6,937 1994 8,014 1/1/94 - 12/31/97 - 8,014 8,014 Dennis P. Coyle 1993 4,839 1/1/93 - 12/31/96 - 4,839 4,839 1994 5,590 1/1/94 - 12/31/97 - 5,590 5,590 C. O. Woody 1993 4,082 1/1/93 - 12/31/96 - 4,082 4,082 1994 4,743 1/1/94 - 12/31/97 - 4,743 4,743
The performance share awards shown above are payable at the end of the four-year performance periods. The amount of the payout is determined by multiplying the participant's target number of shares by his average level of attainment, expressed as a percentage, which may not exceed 100%, of his targeted awards under the Annual Incentive Plans for each of the years encompassed by the award period. The incentive performance measures were financial (weighted 50%), operating (weighted 30%) and major projects (weighted 20%). The financial performance indicators were operations and maintenance costs, capital expenditure levels, book and regulatory return on equity and net income. The operating performance indicators were customer satisfaction survey results, service reliability as measured by the frequency and duration of service interruptions, system performance as measured by the equivalent availability factors for the fossil and nuclear power plants, unplanned trips of nuclear power plants, the NRC's systematic assessment of licensee performance for the nuclear plants, employee staffing levels, number of significant environmental violations and employee safety. The major projects performance indicators were load management installed capability, the adherence to schedules and budgets for the Lauderdale repowering project, the Martin plant construction project, and customer information system project, implementation of an integrated resource plan and conservation programs annual installed capacity. If FPL Group shareholders approve the Annual Incentive Plan and Long Term Incentive Plan described in FPL Group's proxy statement for the 1994 Annual Meeting, future annual incentive payouts will be based on achieving specific net income goals. Payouts under the current Long Term Incentive Plan can range from zero to 100% of the target amount. Payouts under the proposed new Long Term Incentive Plan can range from zero to 160%. Retirement Plans FPL Group maintains a non-contributory defined benefit pension plan and supplemental executive retirement plans which cover FPL employees. The following table shows the estimated annual benefits, calculated on a straight-line annuity basis, payable upon retirement in 1993 at age 65 after the indicated years of service. PENSION PLAN TABLE
Eligible Average Annual Years of Service Compensation 10 20 30 40 50 $ 300,000 $ 70,837 $ 118,377 $ 147,572 $ 156,259 $ 158,647 400,000 95,757 158,377 197,572 208,759 211,147 500,000 120,677 198,377 247,572 261,259 263,647 600,000 145,597 238,377 297,572 313,759 316,147 700,000 170,516 278,377 347,572 366,259 368,647 800,000 195,436 318,377 397,572 418,759 421,147 900,000 220,356 358,377 447,572 471,259 473,647 1,000,000 245,276 398,377 497,572 523,759 526,147 1,100,000 270,196 438,377 547,572 576,259 578,647 1,200,000 295,116 478,377 597,572 628,759 631,147 1,300,000 320,036 518,377 647,572 681,259 683,647 1,400,000 344,956 558,377 697,572 733,759 736,147 1,500,000 369,876 598,377 747,572 786,259 788,647
The compensation covered by the plans includes annual salaries and bonuses of officers of FPL Group and annual salaries of officers of FPL, as shown in the Summary Compensation Table, but no other amounts shown in the Table. The estimated credited years of service for the executive officers named in the Summary Compensation Table are: Mr. Broadhead, 5 years; Mr. Frank, 3 years; Mr. Goldberg, 4 years; Mr. Coyle, 4 years; and Mr. Woody, 37 years. A supplemental retirement plan for Mr. Broadhead provides for a lump-sum retirement benefit equal to the then present value of a joint and survivor annuity providing annual payments to him equal to 61% to 65% of his average annual compensation for the three years prior to his retirement between age 62 (1998) and age 65 (2001) and to his surviving beneficiary of 37.5% of such average annual compensation, reduced by the then present value of the annual amount of payments to which he is entitled under all other pension and retirement plans of FPL Group and former employers. This benefit is further reduced by the then value of 96,800 shares of restricted common stock which vest as to 77,000 shares in 1998 and as to 19,800 shares in 2001. Upon a change of control of FPL Group, (as defined below under Employment Agreements), the restrictions on the restricted stock lapse and the full retirement benefit becomes payable. Upon termination of Mr. Broadhead's employment agreement (also described below) without cause, the restrictions on the restricted stock lapse and he becomes fully vested under the supplemental retirement plan. Absent any such change of control or termination of employment, Mr. Broadhead will have no right to such shares of restricted stock, and there will be no payments under the supplemental retirement plan, unless he remains with the Corporation until at least age 62. Mr. Goldberg's employment agreement with FPL provides for a retirement benefit which, together with the amount received by him pursuant to his former employer's deferred compensation program, equals the total postretirement benefits he would have received if he had remained employed by such employer until age 65. The terms of Mr. Frank's employment with FPL provide for a benefit, upon retirement at age 62 or more, equal to the difference between a pension benefit for 30 years of credited service and the normal pension plan benefit. A supplemental retirement plan for Mr. Coyle provides for benefits, upon retirement at age 62 or more, based on two times his credited years of service. FPL Group sponsors a split-dollar life insurance plan for certain of FPL and FPL Group's senior officers. Benefits under the split-dollar plan are provided by universal life insurance policies purchased by FPL Group. If the officer dies prior to retirement, the officer's beneficiaries generally receive two and one-half times the officer's annual salary at the time of death. If the officer dies after retirement, the officer's beneficiaries receive between 50% to 100% of the officer's final annual salary. Each officer is taxable on the insurance carrier's one year term rate for his or her life insurance coverage. Employment Agreements FPL Group has entered into an employment agreement with Mr. Broadhead for an initial term ending December 1997, with automatic one-year extensions thereafter unless either party elects not to extend. The agreement provides for a base salary of $795,800 plus annual and long-term incentive compensation opportunities at least equal to those currently in effect. If FPL Group terminates Mr. Broadhead's employment without cause, he is entitled to receive a lump sum payment of two years' compensation. Compensation is measured by the then current base salary plus the average of the preceding two years' annual incentive awards. He would also be entitled to receive all amounts accrued under all performance share grants in progress, prorated for the year of termination and assuming achievement of the targeted award, and to full vesting of his benefits under his supplemental retirement plan. FPL Group and FPL have entered into employment agreements with certain officers, including the individuals named in the Summary Compensation Table (other than Mr. Goldberg), to become effective in the event of a change of control of FPL Group, which is defined as the acquisition of beneficial ownership of 20% of the voting power of FPL Group, certain changes in FPL Group's Board, or approval by the shareholders of the liquidation of FPL Group or of certain mergers or consolidations or of certain transfers of FPL Group's assets. These agreements are intended to assure FPL of the continued services of key officers. The agreements provide that each officer shall be employed by FPL Group or one of its subsidiaries in his or her then current position, with compensation and benefits at least equal to the then current base and incentive compensation and benefit levels, for an employment period of four, and in certain cases five, years after a change of control occurs. In the event that the officer's employment is terminated (except for death, disability or cause) or if the officer terminates his or her employment for good reason, as defined in the agreement, the officer is entitled to severance benefits in the form of a lump sum payment equal to the compensation due for the remainder of the employment period or for two years, whichever is longer. Such benefits would be based on the officer's then base salary plus an annual bonus at least equal to the average bonus for the two years preceding the change of control. The officer is also entitled to the maximum amount payable under all long-term incentive compensation grants outstanding, continued coverage under all employee benefit plans, supplemental retirement benefits and reimbursement for any tax penalties incurred as a result of the severance payments. An employment agreement between Mr. Goldberg and FPL, which expires in 1994, provides for a base salary of at least $350,000 per year, targeted annual incentive compensation equal to 35% of his base salary, and either the retirement benefit described above under Retirement Plans plus a death benefit to his beneficiary equal to 300% of his base salary, payable over 6 years, or, if he dies before his contract expires, a death benefit to his beneficiary equal to 550% of his base salary, payable over 10 years. Director Compensation All of the directors of FPL are salaried employees of FPL and do not receive any additional compensation for serving as a director. Item 12. Security Ownership of Certain Beneficial Owners and Management FPL Group owns 100% of FPL's common stock. FPL's directors and executive officers beneficially own shares of common stock as follows:
Name Number of Shares James L. Broadhead . . . . . . . . . . . . . . . . . . . . 131,840(1) Dennis P. Coyle. . . . . . . . . . . . . . . . . . . . . . 7,204(2) Paul J. Evanson. . . . . . . . . . . . . . . . . . . . . . 1,137(3) Stephen E. Frank . . . . . . . . . . . . . . . . . . . . . 17,466(4) Jerome H. Goldberg . . . . . . . . . . . . . . . . . . . . 7,506(5) Lawrence J. Kelleher . . . . . . . . . . . . . . . . . . . 11,466(6) J. Thomas Petillo. . . . . . . . . . . . . . . . . . . . . 8,991(7) C. O. Woody. . . . . . . . . . . . . . . . . . . . . . . . 20,317(8) Michael W. Yackira . . . . . . . . . . . . . . . . . . . . 8,409(9) All directors and executive officers as a group. . . . . . 220,947(10)
(1) Includes 1,907 shares held in the Thrift Plans and 96,800 shares of restricted stock as to which Mr. Broadhead has voting but not investment power. (2) Includes 1,864 shares held in the Thrift Plans. (3) Includes 137 shares held in the Thrift Plans. (4) Includes 884 shares held in the Thrift Plans and 1,882 shares of restricted stock as to which Mr. Frank has voting but not investment power. (5) Includes 2,051 shares held in the Thrift Plans. (6) Includes 5,483 shares held in the Thrift Plans. (7) Includes 5,178 shares held in the Thrift Plans and 38 shares held beneficially by a relative of Mr. Petillo with whom he shares investment power and to which he disclaims any beneficial ownership. (8) Includes 12,868 shares held in the Thrift Plans and 1,787 shares subject to exercisable stock options. (9) Includes 2,856 shares held in the Thrift Plans. (10) Less than 1% of the common stock outstanding. Includes 36,960 shares held in the Thrift Plans and 1,787 shares subject to exercisable stock options. Item 13. Certain Relationships and Related Transactions None PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) 1. Financial Statements Page(s) Independent Auditors' Report 12 Consolidated Statements of Income for the Years Ended December 31, 1993, 1992 and 1991 13 Consolidated Balance Sheets at December 31, 1993 and 1992 14-15 Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 16 Notes to Consolidated Financial Statements for the Years Ended December 31, 1993, 1992 and 1991 17-29 2. Financial Statement Schedules(1) Schedule V Property, Plant and Equipment 39-40 Schedule VI Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment 41-42 Schedule IX Short-Term Borrowings 43 Schedule X Supplementary Income Statement Information 44 (1) All other schedules are omitted as not applicable or not required. 3. Exhibits including those Incorporated by Reference Exhibit Number Description 1(a) Form of Proposal and attached Underwriting Agreement dated December 6, 1993 1(b) Underwriting Agreement between the Dade County Industrial Development Authority and Goldman, Sachs & Co., Artemis Capital Group, Inc., First Equity Corporation of Florida and Howard Gary & Company dated December 20, 1993 3(i)a Restated Articles of Incorporation of FPL dated March 23, 1992 3(i)b Amendment to FPL's Restated Articles of Incorporation dated March 23, 1992 3(i)c Amendment to FPL's Restated Articles of Incorporation dated May 11, 1992 3(i)d Amendment to FPL's Restated Articles of Incorporation dated March 12, 1993 3(i)e Amendment to FPL's Restated Articles of Incorporation dated June 16, 1993 3(i)f Amendment to FPL's Restated Articles of Incorporation dated August 31, 1993 3(i)g Amendment to FPL's Restated Articles of Incorporation dated November 30, 1993 *3(ii) Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to Form 8-K dated May 1, 1992, File No. 1-3545) *4(a) Mortgage and Deed of Trust dated as of January 1, 1944, and Ninety-three Supplements thereto between FPL and Bankers Trust Company and The Florida National Bank of Jacksonville (now First Union National Bank of Florida), Trustees (as of September 2, 1992, the sole trustee is Bankers Trust Company) (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-6502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; and Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076) 4(b) Ninety-fourth Supplemental Indenture dated as of December 1, 1993 between FPL and Bankers Trust Company, Trustee 12(a) Computation of Ratio of Earnings to Fixed Charges 12(b) Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements 23 Independent Auditors' Consent * Incorporated herein by reference (b) Reports on Form 8-K A Current report on Form 8-K dated October 22, 1993 was filed on October 22, 1993 reporting one event under Item 5. Other Events. SCHEDULE V FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT
Column A Column B Column C Column D Column E Column F Other Balance at Changes - Balance at Beginning Additions Add End of Classification of Year at Cost(1) Retirements(2) (Deduct) Year (Thousands of Dollars) Year Ended December 31, 1993 Electric utility plant, at original cost: Electric plant: Production plant: Steam $2,400,151 $ 391,623 $ (50,295) $ (22,598) $2,718,881 Nuclear 3,365,244 40,407 (19,016) (192) 3,386,443 Other 338,611 483,230 (5,603) 23,081 839,319 Total production plant 6,104,006 915,260 (74,914) 291 6,944,643 Transmission plant 1,674,423 146,108 (15,052) (288) 1,805,191 Distribution plant 4,504,269 295,925 (48,856) 1,770 4,753,108 General plant 858,532 87,024 (34,462) 636 911,730 Intangible plant 46,265 87,143 - (56) 133,352 Total electric plant in service 13,187,495 1,531,460 (173,284) 2,353 14,548,024 Held for future use 69,493 (3,115) - (2,366) 64,012 Total electric plant 13,256,988 1,528,345 (173,284) (13) 14,612,036 Construction work in progress 1,158,688 (377,253) - - 781,435 Nuclear fuel 277,803 57,589 - (109,268) 226,124 Total electric utility plant $14,693,479 $1,208,681 $(173,284) $(109,281) $15,619,595 Year Ended December 31, 1992 Electric utility plant, at original cost: Electric plant: Production plant: Steam $ 2,344,399 $ 83,322 $(27,136) $ (434) $ 2,400,151 Nuclear 3,355,766 52,916 (43,438) - 3,365,244 Other 305,601 45,741 (12,743) 12 338,611 Total production plant 6,005,766 181,979 (83,317) (422) 6,104,006 Transmission plant 1,605,823 75,226 (5,899) (727) 1,674,423 Distribution plant 4,227,135 324,065 (48,640) 1,709 4,504,269 General plant 695,311 186,984 (26,043) 2,280 858,532 Intangible plant 31,657 14,134 - 474 46,265 Total electric plant in service 12,565,692 782,388 (163,899) 3,314 13,187,495 Held for future use 73,385 1,156 - (5,048) 69,493 Total electric plant 12,639,077 783,544 (163,899) (1,734) 13,256,988 Construction work in progress 597,401 561,287 - - 1,158,688 Nuclear fuel 279,740 105,716 - (107,653) 277,803 Total electric utility plant $13,516,218 $1,450,547 $(163,899) $(109,387) $14,693,479
SCHEDULE V FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES PROPERTY, PLANT AND EQUIPMENT (Concluded)
Column A Column B Column C Column D Column E Column F Other Balance at Changes - Balance at Beginning Additions Add End of Classification of Year at Cost(1) Retirements(2) (Deduct) Year (Thousands of Dollars) Year Ended December 31, 1991 Electric utility plant, at original cost: Electric plant: Production plant: Steam $2,142,443 $ 239,997 $(32,927) $ (5,114) $2,344,399 Nuclear 3,075,336 302,241 (21,500) (311) 3,355,766 Other 300,356 7,422 (2,176) (1) 305,601 Total production plant 5,518,135 549,660 (56,603) (5,426) 6,005,766 Transmission plant 1,546,047 63,291 (4,137) 622 1,605,823 Distribution plant 3,898,288 351,414 (25,508) 2,941 4,227,135 General plant 655,587 72,695 (32,695) (276) 695,311 Intangible plant 18,190 13,467 - - 31,657 Total electric plant in service 11,636,247 1,050,527 (118,943) (2,139) 12,565,692 Held for future use 59,801 12,611 - 973 73,385 Total electric plant 11,696,048 1,063,138 (118,943) (1,166) 12,639,077 Construction work in progress 476,279 121,122 - - 597,401 Nuclear fuel 488,128 53,497 (108,607) (153,278) 279,740 Total electric utility plant $12,660,455 $1,237,757 $(227,550) $(154,444) $13,516,218
(1) Substantially all additions are originally charged to construction work in progress and transferred to electric plant accounts upon completion. Additions at cost give effect to such transfers. (2) The installed cost of individual units of plant retired is not always available. Plant accounts are credited for such retirements on the basis of estimates when the original cost is not available. Nuclear fuel materials sold are reflected as retirements. SCHEDULE VI FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Column A Column B Column C Column D Column E Column F Additions Charged to Costs and Expenses Other Balance at Clearing Changes - Balance at Beginning Depre- and Other Retire- Add End of Description of Year ciation Accounts(1) ments (Deduct) Year (Thousands of Dollars) Year Ended December 31, 19930 Accumulated depreciation of electric plant(2)(3): Production plant: Steam $1,022,517 $116,950 $ 197 $(50,295) $20,394 $1,109,763 Nuclear 1,350,309 187,057 - (19,016) 4,597 1,522,947 Other 207,163 21,039 397 (5,603) 3,506 226,502 Total production plant 2,579,989 325,046 594 (74,914) 28,497 2,859,212 Transmission plant 771,076 33,366 - (15,052) 2,608 791,998 Distribution plant 1,449,155 173,752 - (48,857) 1,087 1,575,137 General plant 239,479 56,339 13,490 (34,462) 3,821 278,667 Intangible plant 18,542 15,113 537 - 1,958 36,150 Total $5,058,241 $603,616 $14,621 $(173,285) $37,971 $5,541,164 Year Ended December 31, 1992 Accumulated depreciation of electric plant(2)(3): Production plant: Steam $962,585 $107,625 $ 31 $(41,211) $(6,513) $1,022,517 Nuclear 1,205,123 190,124 - (44,933) (5) 1,350,309 Other 204,853 9,287 - (13,327) 6,350 207,163 Total production plant 2,372,561 307,036 31 (99,471) (168) 2,579,989 Transmission plant 744,931 31,283 - (4,880) (258) 771,076 Distribution plant 1,335,068 161,466 - (47,248) (131) 1,449,155 General plant 188,899 49,864 12,790 (12,513) 439 239,479 Intangible plant 9,866 7,620 938 - 118 18,542 Total $4,651,325 $557,269 $13,759 $(164,112) $ - $5,058,241
SCHEDULE VI FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (Concluded)
Column A Column B Column C Column D Column E Column F Additions Charged to Costs and Expenses Other Balance at Clearing Changes - Balance at Beginning Depre- and Other Retire- Add End of Description of Year ciation Accounts(1) ments (Deduct) Year (Thousands of Dollars) Year Ended December 31, 1991 Accumulated depreciation of electric plant(2)(3): Production plant: Steam $883,237 $ 103,629 $ - $(44,417) $20,136 $ 962,585 Nuclear 1,050,026 178,789 - (23,602) (90) 1,205,123 Other 208,739 8,586 - (2,951) (9,521) 204,853 Total production plant 2,142,002 291,004 - (70,970) 10,525 2,372,561 Transmission plant 718,325 29,484 - (2,821) (57) 744,931 Distribution plant 1,223,635 144,119 - (33,108) 422 1,335,068 General plant 157,507 50,189 11,959 (30,776) 20 188,899 Intangible plant 4,328 5,537 - - 1 9,866 Total electric plant 4,245,797 520,333 11,959 (137,675) 10,911 4,651,325 Accumulated provision for amortization of nuclear fuel assemblies 205,787 - (168,554) (37,233) - - Total $4,451,584 $520,333 $(156,595) $(174,908) $10,911 $4,651,325
(1) Depreciation of transportation equipment is charged to various accounts based on the use of such equipment. Amortization of nuclear fuel assemblies is charged to fuel, purchased power and interchange expense. (2) This reserve is maintained for all depreciable property. The amount in the retirement column is net of removal costs and salvage. (3) Includes fossil decommissioning reserves of $102 million, $92 million and $83 million at December 31, 1993, 1992 and 1991, respectively. SCHEDULE IX FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES SHORT-TERM BORROWINGS
Column A Column B Column C Column D Column E Column F Maximum Average Weighted Weighted Amount Amount Average Balance Average Outstanding Outstanding Interest Rate Category of Aggregate at End Interest During the During the During the Short-Term Borrowings of Year Rate Year (1) Year (2) Year (3) (Thousands of Dollars) Year Ended December 31, 1993 Commercial paper $349,600 3.4% $374,600 $164,331 3.2% Year Ended December 31, 1992 Commercial paper - - - 4,317 3.4% Year Ended December 31, 1991 Lines of credit - - 35,000 16,459 5.9% Commercial paper - - 37,600 13,190 6.2%
(1) Represents the maximum amount outstanding at any month end. (2) Computed by dividing the sum of the daily ending balances by the number of days in the year. (3) Computation is based upon the principal amounts weighted by the number of days outstanding. SCHEDULE X FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES SUPPLEMENTARY INCOME STATEMENT INFORMATION(1)
Column A Column B Years Ended December 31, 1993 1992 1991 (Thousands of Dollars) Maintenance expense $346,736 $358,375 $405,017 Taxes Other Than Income Taxes: Federal and state payroll $55,136 $ 54,272 $ 53,836 Real and personal property 148,330 139,220 125,151 State gross receipts 127,086 113,725 106,545 Franchise charges 202,258 194,421 204,880 Miscellaneous 27,506 45,787 31,470 Total $560,316 $547,425 $521,882 Charged to: Operating expenses - other taxes $523,724 $495,587 $483,731 Utility plant and other accounts 36,592 51,838 38,151 Total $560,316 $547,425 $521,882
(1) Other information required by Article 5, Schedule X - Supplementary Income Statement Information is shown in the Consolidated Financial Statements or notes thereto, or is not presented as such amounts are less than 1% of total revenues. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Florida Power & Light Company Date: March 21, 1994 By STEPHEN E. FRANK Stephen E. Frank (President and Chief Operating Officer and Director) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Title Date JAMES L. BROADHEAD Principal Executive James L. Broadhead Officer and Director (Chairman of the Board) PAUL J. EVANSON Principal Financial Officer Paul J. Evanson and Director (Senior Vice President, Finance and Chief Financial Officer) K. MICHAEL DAVIS Principal Accounting Officer K. Michael Davis (Vice President, Accounting, Controller and Chief Accounting Officer) DENNIS P. COYLE March 21,1994 Dennis P. Coyle JEROME H. GOLDBERG Jerome H. Goldberg LAWRENCE J. KELLEHER Directors Lawrence J. Kelleher J. THOMAS PETILLO J. Thomas Petillo C. O. WOODY C. O. Woody MICHAEL W. YACKIRA Michael W. Yackira EX-1 2 FORM OF PROPOSAL AND ATTACHED UNDERWRITING AGREEMENT DATED DECEMBER 6, 1993 EXHIBIT 1(a) FLORIDA POWER & LIGHT COMPANY FORM OF PROPOSAL Submission Deadline: 1 p.m. $135,000,000 First Mortgage Bonds 7.05% Series Due December 1, 2026 Proceeds to FPL: 98.021% Per Bond plus accrued interest from December 1, 1993 to the date of delivery December 6, 1993 Ms. Dilek L. Samil, Treasurer Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408 Florida Power & Light Company (FPL) has invited proposals for the purchase of $135 million principal amount of its First Mortgage Bonds. It is understood that FPL will either accept one proposal for the purchase of $135 million principal amount of First Mortgage Bonds to be due December 1, 2026 (the "First Mortgage Bonds") or will reject all proposals. Such proposals are to be communicated by telephone to FPL as per the Request for Proposals letter dated November 9, 1993 ("Letter") no later than the Pricing Time (as defined in the Letter). Upon acceptance by FPL of a proposal, the designated firm shall immediately transmit by facsimile a completed and executed Form of Proposal to FPL at (407) 694- 6299, attention: Peter D. Boylan, Assistant Treasurer. The redemption provisions and other terms associated with such First Mortgage Bonds are set forth in the Form of Prospectus Supplement (draft of December 6, 1993) and in the Prospectus dated April 28, 1993 for the First Mortgage Bonds. The firms or corporations named in the attached Schedule A (Prospective Purchasers) submit the following proposal: 1. The stated annual interest to be borne by the First Mortgage Bonds expressed as a percentage of the principal amount thereof shall be as set forth above; and each of the Prospective Purchasers, severally, hereby offers to purchase the principal amount of First Mortgage Bonds set forth opposite its name in Schedule A attached hereto from FPL at 98.021% of the principal amount thereof, plus accrued interest from December 1, 1993 to the date of delivery, upon the terms and conditions set forth in the attached Underwriting Agreement. 2. The Prospective Purchasers agree that (a) their offer included in this proposal shall be irrevocable until one hour after the Pricing Time, New York time unless such proposal is sooner rejected by FPL; (b) if this proposal shall be accepted by FPL, they will forthwith furnish to FPL all information which is required to complete the Prospectus Supplement; and (c) if this proposal shall be accepted by FPL by execution and delivery of the same, the accepted proposal and the attached Underwriting Agreement shall together thereupon become effective without any separate execution of such Underwriting Agreement and shall constitute the agreement between FPL and the Prospective Purchasers, and all rights of FPL and the Prospective Purchasers shall be determined solely in accordance with the terms thereof, subject, however, to such modifications therein as may be necessary and as may be mutually agreed upon by FPL and the Prospective Purchasers. 3. Within one hour after the Pricing Time, New York time, FPL may accept at its option the proposal which provides it with the lowest effective interest cost or reject all proposals. The effective interest cost will be determined as set forth in the Letter. This proposal shall be deemed rejected by FPL if it shall not have been accepted by FPL one hour after the Pricing Time, New York time, and FPL reserves the right in its sole discretion to reject any and all proposals. In case two or more proposals provide the identical effective interest cost, FPL (unless it rejects all proposals) will give the bidders of such identical bids an opportunity to improve their proposals. If no improved proposals shall be made by such bidders within the time specified by FPL, or if upon the submission of such revised proposals, two or more of such proposals provide FPL with the identical lowest effective interest cost, FPL may accept any one of such identical proposals at its discretion. FPL reserves the right to reject any and all proposals. 4. The validity and interpretation of this proposal shall be governed by the laws of the State of New York. 5. Each of the Prospective Purchasers acknowledges receipt of a copy of the Letter, the Form of Prospectus Supplement (draft of December 6, 1993), the Prospectus dated April 28, 1993 and the Underwriting Agreement. 6. The undersigned state that, if this proposal is accepted, the expected initial offering price to the public of the First Mortgage Bonds shall not exceed the purchase price to be paid to FPL pursuant to paragraph 1 above (excluding accrued interest) plus 7/8% of the principal amount of such First Mortgage Bonds. 7. The delivery of the First Mortgage Bonds and payment therefor will be at 9:00 a.m. on a day not later than 10 business days subsequent to the Pricing Date, at the offices of Reid & Priest, 28th Floor, 40 West 57th Street, New York, New York 10019. Very truly yours, For Themselves and as Representative(s) By: GOLDMAN, SACHS & CO. Title: Goldman, Sachs & Co. Address: 85 Broad Street New York, New York 10004 This proposal for the purchase of $135 million principal amount of First Mortgage Bonds is accepted as of the date set forth below: Florida Power & Light Company By: PETER D. BOYLAN Assistant Treasurer Date:December 6, 1993 This Form of Proposal must be completed, signed and submitted with the attached Schedule A completed. A copy of the Prospective Purchaser's Questionnaire must have been previously provided to FPL, c/o Reid & Priest, by each Prospective Purchaser. SCHEDULE A
Prospective Purchaser Principal Amount GOLDMAN, SACHS & CO. $135,000,000 TOTAL $135,000,000
Exhibit A December 6, 1993 Ms. Dilek Samil, Treasurer Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408-0420 Dear Ms. Samil: The following information is provided to FPL by and on behalf of the undersigned: (1) the Underwriting Discount shall be .400% of the principal amount of the bonds; and (2) the price to the public shall be 98.421% of the principal amount of the bonds. FPL is authorized to use this information in the preparation of the Prospectus Supplement in connection with the offer and sale of $135,000,000 of First Mortgage Bonds, 7.05% Series due December 1, 2026. Very truly yours, GOLDMAN, SACHS & CO. By: Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 FLORIDA POWER & LIGHT COMPANY $135 Million Principal Amount of First Mortgage Bonds 7.05% Series due December 1, 2026 Underwriting Agreement December 6, 1993 Agreement between Florida Power & Light Company, a Florida corporation ("FPL"), and the several Underwriters, or the Underwriter, as the case may be, named in Schedule A to the Form of Proposal (the "Proposal") to which this underwriting agreement is attached (the underwriting agreement, together with the Proposal, are referred to jointly herein as "this agreement" or the "Underwriting Agreement") relating to the issuance and sale by FPL of its First Mortgage Bonds of the series designation, with the terms and in the principal amount as set forth in this agreement (the "Bonds"). The term "Underwriters" as used herein shall be deemed to mean the firm or corporation or the several firms or corporations named in Schedule A to the Proposal and any underwriter substituted as provided in Section 4 hereof and the term "Underwriter" shall be deemed to mean one of such Underwriters. The term "Representatives," as used herein, shall be deemed to mean the representative or representatives, if any, named in the questionnaire heretofore submitted to FPL by each of the Underwriters, who by signing the Proposal represent that it or they have been authorized by each Underwriter to sign such Proposal and enter into this agreement on behalf of such Underwriter and to act for it in the manner herein provided. All obligations of the Underwriters hereunder are several and not joint. If more than one firm is named in Schedule A to the Proposal, any action under or in respect of this agreement may be taken by such firms jointly as the Representatives or by one of the firms acting on behalf of the Representatives and such action will be binding upon all the Underwriters. The Bonds will be a series of First Mortgage Bonds ("First Mortgage Bonds") issued by FPL under its Mortgage and Deed of Trust, dated as of January 1, 1944, to Bankers Trust Company, as Trustee, and The Florida National Bank of Jacksonville (now resigned), as heretofore supplemented and as it will be further supplemented by a supplemental indenture relating to the Bonds ("Supplemental Indenture") in substantially the form heretofore delivered to the Representatives. Such Mortgage and Deed of Trust as it has been and will be so supplemented is hereinafter called the "Mortgage". FPL has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3, including a prospectus ("registration statement No. 33-61390"), for the registration of $1,220,300,000 aggregate principal amount of its First Mortgage Bonds ("First Mortgage Bonds") under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement has been declared effective by the Commission. References herein to the term "Registration Statement" as of any given date shall mean registration statement No. 33-61390, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"). References herein to the term "Prospectus" as of any given date shall mean the prospectus forming a part of registration statement No. 33-61390, as supplemented by a prospectus supplement relating to the Bonds proposed to be filed pursuant to Rule 424 of the general rules and regulations under the Securities Act ("Rule 424"), and as further amended or supplemented as of such date (other than amendments or supplements relating to First Mortgage Bonds other than the Bonds or, when referring to the Prospectus relating to a particular offering of the Bonds, Bonds other than the Bonds being offered on such date), including all Incorporated Documents. References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date that registration statement No. 33-61390 was declared effective and of the filing of FPL's most recent Annual Report on Form 10-K. Prior to the termination of the offering of the Bonds, FPL will not file any amendment to the Registration Statement or any amendment or supplement to the Prospectus without prior notice to the Representatives and to Winthrop, Stimson, Putnam & Roberts, who are acting as counsel on behalf of the several Underwriters ("Counsel for the Underwriters"), or any such amendment or supplement to which the Representatives shall reasonably object in writing, or which shall be unsatisfactory to Counsel for the Underwriters. SECTION 1. Representations and Warranties of FPL. FPL represents and warrants to the several Underwriters that: (a) The Registration Statement at the Effective Date fully complied, and the Prospectus both on the date it is filed with, or transmitted for filing to, the Commission, pursuant to Rule 424 (such date, the "424 Date") and at the Closing Date (as hereinafter defined), and the Registration Statement and the Mortgage at the Closing Date, will fully comply, in all material respects with the applicable provisions of the Securities Act and the Trust Indenture Act of 1939, as amended (the "1939 Act"), as applicable and, in each case, the applicable instructions, rules and regulations of the Commission with respect thereto; at the Effective Date, the Registration Statement did not, and at the Closing Date, the Registration Statement will not, contain an untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus, at the 424 Date and at the Closing Date, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; and the Incorporated Documents, when filed with the Commission, fully complied or will fully comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable instructions, rules and regulations of the Commission thereunder; provided, that the foregoing representations and warranties in this subsection (a) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to FPL by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Prospectus, or to any statements in or omissions from the Statement of Eligibility and Qualification on Form T-1, or amendments thereto, of the Trustee under the Mortgage. (b) The financial statements included as part of or incorporated by reference in the Prospectus present fairly the financial condition and operations of FPL at the respective dates or for the respective periods to which they apply; such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Registration Statement; and Deloitte & Touche, who have audited the audited financial statements, are independent public accountants as required by the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder. (c) Except as reflected in or contemplated by the Registration Statement and the Prospectus, since the respective most recent dates as of which information is given in the Registration Statement and Prospectus, there has not been any material adverse change in the business, properties or financial condition of FPL nor has any material transaction been entered into by FPL other than changes and transactions contemplated by the Registration Statement and Prospectus, and transactions in the ordinary course of business. FPL has no material contingent obligation which is not disclosed in the Registration Statement and Prospectus. (d) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof on the part of FPL to be fulfilled have been duly authorized by all necessary corporate action of FPL in accordance with the provisions of its Restated Articles of Incorporation, as amended, (the "Charter"), by-laws and applicable law, and the Bonds when issued and delivered as provided herein will constitute legal, valid and binding obligations of FPL in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights generally and equitable limitations on the enforceability of specific remedies. (e) The consummation of the transactions herein contemplated and the fulfillment of the terms hereof and the compliance by FPL with all the terms and provisions of the Mortgage will not result in a breach of any of the terms or provisions of, or constitute a default under, FPL's Charter, by-laws or any indenture, mortgage, deed of trust or other agreement or instrument to which FPL is now a party, or violate any law or any order, rule, decree or regulation applicable to FPL of any Federal or state court, regulatory board or body or administrative agency having jurisdiction over FPL or any of its property, except where such breach, default or violation would not have a material adverse effect on the business, properties or financial condition of FPL. (f) All the property to be subjected to the lien of the Mortgage will be adequately described therein. SECTION 2. Purchase and Sale. On the basis of the representations and warranties herein contained, and subject to the terms and conditions in this agreement set forth, FPL agrees to sell to the respective Underwriters named in Schedule A to the Proposal, severally and not jointly, and the respective Underwriters agree, severally and not jointly, to purchase from FPL, the respective principal amounts of Bonds set forth opposite their respective names in Schedule A to the Proposal at the purchase price set forth in the Proposal. SECTION 3. Public Offering. The Underwriters propose to make a bona fide public offering of the Bonds as set forth in the Prospectus, such public offering to be made as soon after the execution of this agreement as practicable, subject, however, to the terms and conditions of this agreement. SECTION 4. Time and Place of Closing, Default of Underwriter. Delivery of the Bonds and payment therefor by certified or official bank check or checks, payable to the order of FPL in New York Clearing House or similar next day funds, shall be made at the time, date and place set forth in the Proposal, or at such other time, date or place as shall be agreed upon in writing by FPL and the Representatives. The hour and date of such delivery and payment are herein called the "Closing Date". The Bonds shall be delivered to the Representatives for the respective accounts of the Underwriters in fully registered form in such authorized denominations and registered in such names as the Representatives may reasonably request in writing not later than 12:30 p.m., New York City time, on the third business day prior to the Closing Date, or to the extent not so requested, registered in the names of the respective Underwriters in such authorized denominations as FPL shall determine. For the purpose of expediting the checking of the Bonds by the Representatives on behalf of the Underwriters, FPL agrees to make such Bonds available to the Representatives for such purpose at the office of Bankers Trust Company, 4 Albany Street, New York, New York, not later than 2:00 p.m., New York City time, on the business day preceding the Closing Date, or at such other time and place as may be agreed upon by FPL and the Representatives. If any Underwriter shall fail to purchase and pay for the principal amount of the Bonds which such Underwriter has agreed to purchase and pay for hereunder (otherwise than by reason of any failure on the part of FPL to comply with any of the provisions contained herein), the non- defaulting Underwriters shall be obligated to take up and pay for (in addition to the respective principal amount of the Bonds set forth opposite their respective names in Schedule A to the Proposal) the principal amount of the Bonds which such defaulting Underwriter or Underwriters failed to take up and pay for, up to a principal amount thereof equal to, in the case of each such remaining Underwriter, ten percent (10%) of the principal amount of the Bonds set forth opposite the name of such remaining Underwriter in said Schedule A to the Proposal, and such remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another Underwriter or Underwriters, satisfactory to FPL, to take up and pay for, the remaining principal amount of the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Bonds still remain, then FPL shall be entitled to a further period of 24 hours within which to procure another party or other parties, members of the National Association of Securities Dealers, Inc. (or, if not members of such Association, who are not eligible for membership in said Association and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with said Association's Rules of Fair Practice) and satisfactory to the Representatives to purchase such Bonds on the terms herein set forth. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify FPL that they have arranged for the purchase of such Bonds, or FPL notifies the non- defaulting Underwriters that it has arranged for the purchase of such Bonds, the non-defaulting Underwriters or FPL shall have the right to postpone the Closing Date for a period of not more than three full business days beyond the expiration of the respective prescribed periods in order to effect whatever changes may thus be made necessary in the Registration Statement or the Prospectus or in any other documents or arrangements. In the event that neither the non-defaulting Underwriters nor FPL has arranged for the purchase of such Bonds by another party or parties as above provided, then this agreement shall terminate without any liability on the part of FPL or any Underwriter (other than an Underwriter which shall have failed or refused, otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder, to purchase and pay for the Bonds which such Underwriter has agreed to purchase as provided in Section 2 hereof), except as otherwise provided in subsections (c) and (e) of Section 5 hereof. SECTION 5. Covenants of FPL. FPL agrees that: (a) It will promptly transmit copies of the Prospectus to the Commission for filing pursuant to Rule 424. (b) It will deliver to the Representatives and to Counsel for the Underwriters one signed copy of the Registration Statement or, if a signed copy is not available, one conformed copy of the Registration Statement certified by an officer of FPL to be in the form as originally filed, including all Incorporated Documents and all exhibits except those incorporated by reference, which relate to the Bonds, including a signed or conformed copy of each consent and certificate included therein or filed as an exhibit thereto. FPL will deliver to the Underwriters through the Representatives as soon as practicable after the date of this agreement as many copies of the Prospectus as the Representatives may reasonably request for the purposes contemplated by the Securities Act. FPL will promptly advise the Representatives of the issuance of any stop order under the Securities Act with respect to the Registration Statement or the institution of any proceedings therefor of which FPL shall have received notice prior to the termination of the offering of the Bonds hereunder. FPL will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. (c) It will pay all expenses in connection with (i) the preparation and filing by it of the Registration Statement and Prospectus, (ii) the issuance and delivery of the Bonds as provided in Section 4 hereof, (iii) the preparation, execution, filing and recording of the Supplemental Indenture, and (iv) the printing and delivery to the Representatives for the account of the Underwriters, in reasonable quantities, of copies of the Registration Statement and the Prospectus and the Supplemental Indenture and will pay all taxes, if any (but not including any transfer taxes), on the issuance of the Bonds and the recordation of the Supplemental Indenture. FPL shall not, however, be required to pay any amount for any expenses of the Representatives or any of the Underwriters, except as provided in Sections 6 and 7 hereof and except that if this agreement shall be terminated in accordance with the provisions of Section 6, 7 or 9 hereof, FPL will pay the fees and disbursements of Counsel for the Underwriters, whose fees and disbursements the Underwriters agree to pay in any other event. FPL shall not in any event be liable to any of the several Underwriters for damages on account of loss of anticipated profits. (d) During a period of nine months after the date of this agreement, if any event relating to or affecting FPL or of which FPL shall be advised in writing by the Representatives shall occur which, in FPL's opinion, should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in light of the circumstances when it is delivered to a purchaser, FPL will forthwith at its expense prepare and furnish to the Representatives a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus which will supplement or amend the Prospectus so that as supplemented or amended it will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to activities of any of the Underwriters, then the Underwriters shall assume the expense of preparing and furnishing copies of any such amendment or supplement. In case any Underwriter is required to deliver a Prospectus after the expiration of nine months after the date of this agreement, FPL upon the request of the Representatives will furnish to the Representatives, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended Prospectus or supplements or amendments to the Prospectus complying with Section 10 of the Securities Act. (e) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Representatives may designate and will pay filing fees in the aggregate not exceeding $5,000, provided that FPL shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process under the laws of any jurisdiction, or to meet other requirements deemed by FPL to be unduly burdensome. (f) FPL will make generally available to its security holders, as soon as practicable, an earnings statement (which need not be audited, unless required so to be under Section 11(a) of the Securities Act) in reasonable detail covering the 12 months beginning not later than the first day of the quarter next succeeding the month in which occurred the effective date of the Registration Statement as defined in Rule 158 under the Securities Act. (g) On or before the Closing Date, FPL will cause (i) at least one counterpart of the Supplemental Indenture to be duly recorded in the States of Florida or Georgia and (ii) all intangible and documentary stamp taxes due in connection with the issuance of the Bonds and the recording of the Supplemental Indenture to be paid. Within 30 days following the Closing Date, FPL shall cause the Supplemental Indenture to be duly recorded in all other counties in which property of FPL is located. SECTION 6. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy of, and compliance with, the representations and warranties of FPL contained herein on the Closing Date, to the performance by FPL of its obligations to be performed hereunder on or prior to the Closing Date and to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date; no order of the Commission directed to the adequacy of any document incorporated by reference shall have been issued; no proceedings for either such purpose shall be pending before, or threatened by, the Commission on such date; and the Representatives shall have received, prior to payment for the Bonds, a certificate of FPL dated the Closing Date to the effect that, to the best of its knowledge, no such order is in effect and no proceedings for such purpose are pending before, or to the knowledge of FPL threatened by, the Commission. (b) On the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the issuance and sale of the Bonds on the terms herein stated or contemplated, and containing no provision unacceptable to the Representatives by reason of the fact that it is materially adverse to FPL, it being understood that no authorization provided to Counsel for the Underwriters and in effect at the date of this agreement contains any such unacceptable provision. (c) At the Closing Date, the Representatives shall have received from Steel Hector & Davis, counsel to FPL, a favorable opinion (with a copy thereof for each of the Underwriters), which opinion will not pass upon compliance with provisions of the blue sky laws of any jurisdiction, in form and substance satisfactory to Counsel for the Underwriters, to the effect that: (i) FPL is a validly organized and existing corporation and is in good standing under the laws of the State of Florida, and is doing business in that State, and has valid franchises, licenses and permits adequate for the conduct of its business; (ii) FPL is a corporation duly authorized by its Charter to conduct the business which it is now conducting as set forth in the Prospectus; FPL is subject, as to retail rates and services, issuance of securities, accounting and certain other matters, to the jurisdiction of the Florida Public Service Commission; and FPL is subject, as to wholesale rates, accounting and certain other matters to the jurisdiction of the Federal Energy Regulatory Commission; (iii) the Mortgage has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, and is a valid and binding instrument enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights generally and equitable limitations on the enforceability of specific remedies; (iv) the Bonds are valid and binding obligations of FPL in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights generally and equitable limitations on the enforceability of specific remedies, and are entitled to the benefit of the security afforded by the Mortgage; (v) the Registration Statement, at the Effective Date, and the Prospectus, at the 424 Date (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein, upon which such opinion need not pass), complied as to form in all material respects with the applicable requirements of the Securities Act and the applicable instructions, rules and regulations of the Commission thereunder and the Incorporated Documents (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein, upon which such opinion need not pass), at the time they were filed with the Commission, complied as to form in all material respects with the applicable requirements of the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder. The Registration Statement has become, and is at the Closing Date, effective under the Securities Act, and to the best of the knowledge of said counsel, no proceedings for a stop order with respect thereto are pending or threatened under Section 8 of the Securities Act; (vi) the consummation of the transactions herein contemplated and the fulfillment of the terms hereof and the compliance by FPL with all the terms and provisions of the Mortgage will not result in a breach of any of the terms or provisions of, or constitute a default under, the Charter or by-laws of FPL or any indenture, mortgage, deed of trust or other agreement or instrument the terms of which are known to such counsel to which FPL is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of FPL; (vii) nothing has come to the attention of said counsel that would lead them to believe that the Registration Statement (except as to financial statements and other financial or statistical data contained or incorporated by reference therein, upon which such opinion need not pass), at the Effective Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the 424 Date, and at the Closing Date (except as aforesaid) included or includes, any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that such counsel may state that their belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any supplements and amendments thereto and review and discussion of the contents thereof, but is without independent check or verification except as specified; (viii) the Bonds are being issued and sold pursuant to the authority contained in an order of the Florida Public Service Commission, which authority is adequate to permit the issuance and sale of the Bonds. To the best of the knowledge of said counsel, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body (other than in connection or in compliance with the provisions of the blue sky laws of any jurisdiction) is legally required for the authorization of the issuance and sale of the Bonds; (ix) the Bonds conform, as to legal matters, with the statements concerning them made under the headings "New Bonds" and "Certain Terms of the Offered Bonds" in the Prospectus; (x) the Mortgage is duly qualified under the 1939 Act; (xi) this agreement has been duly and validly authorized, executed and delivered by FPL; (xii) as to the Mortgaged and Pledged Property, as defined in the Mortgage, FPL has satisfactory title to any easements and personal properties, and good and marketable or insurable title in fee simple to any other real properties (except as FPL's interest is stated to be otherwise), subject only to Excepted Encumbrances, as defined in the Mortgage, to any lien, if any, existing or placed thereon at the time of acquisition thereof by FPL, to minor defects and encumbrances customarily found in the case of properties of like size and character and which, in the opinion of said counsel, would not impair the use thereof by FPL (all of which title exceptions, encumbrances, liens and defects are hereinafter referred to as "Exceptions"), and to the lien of the Mortgage; the Mortgage constitutes a valid, direct, and first mortgage lien upon the Mortgaged and Pledged Property now owned by FPL, subject, however, to the Exceptions and as set forth in the last sentence of this paragraph; and the description of properties in the Mortgage is adequate to constitute the Mortgage a lien on Mortgaged and Pledged Property hereafter acquired by FPL, subject, however, to the Exceptions and except as limited by bankruptcy, insolvency or other laws affecting mortgagees' and other creditors' rights generally and equitable limitations on the enforceability of specific remedies. The Supplemental Indenture is in proper form for recording in all places required; and upon such recording, the Supplemental Indenture will constitute adequate record notice to perfect the lien of the Mortgage as to all Mortgaged and Pledged Property acquired by FPL subsequent to the recording of the Ninety-third Supplemental Indenture and prior to the recording of the Supplemental Indenture; (xiii) except as stated or referred to in the Prospectus, there are no material pending legal proceedings to which FPL is a party or of which property of FPL is the subject which if determined adversely would have a material adverse effect on FPL, and, to the best of the knowledge of said counsel, no such proceeding is known to be contemplated by governmental authorities; and (xiv) the information contained in the Prospectus, which is stated therein to have been made in reliance upon the authority of said counsel or is specifically attributed to them, has been reviewed by them and is correct. In said opinion such counsel may rely as to all matters of New York law on an opinion of Reid & Priest and as to matters relating to Mortgaged and Pledged Property located in the State of Georgia, on an opinion of Smith, Gambrell & Russell. (d) At the Closing Date, the Representatives shall have received from Reid & Priest, counsel to FPL, a favorable opinion (with a copy thereof for each of the Underwriters), which opinion will not pass upon compliance with provisions of the blue sky laws of any jurisdiction, in form and substance satisfactory to Counsel for the Underwriters, to the same effect with respect to matters enumerated in paragraphs (iii) through (xi) in subsection (c) of this Section 6. In said opinion such Counsel may rely as to all matters of Florida law on the opinion of Steel Hector & Davis. (e) At the Closing Date, the Representatives shall have received from Counsel for the Underwriters a favorable opinion (with a copy thereof for each of the Underwriters) to the same effect with respect to the matters enumerated in (iii) - (v) and (vii) - (xi) of subsection (c) of this Section 6 as the opinion required by said subsection (c). In said opinion such counsel may rely as to all matters of Florida law on the opinion of Steel Hector & Davis, and will not pass upon the incorporation of FPL, titles to property, franchises or the lien of the Mortgage. (f) At the Closing Date, the Representatives shall have received from Deloitte & Touche a letter (with copies thereof for each of the Underwriters) to the effect that (i) they are independent public accountants with respect to FPL within the meaning of the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements audited by them and incorporated by reference in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of a reading of the unaudited condensed consolidated financial statements of FPL incorporated by reference in the Prospectus, the latest available interim unaudited consolidated financial statements of FPL since the close of FPL's most recent audited fiscal year, the minutes and consents of the Board of Directors, the Finance Committee of the Board of Directors, the Stock Issuance Committee of the Board of Directors, and Shareholder of FPL since the end of the most recent audited fiscal year, and inquiries of officials of FPL who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche make no representation as to the sufficiency of such procedures for the several Underwriters' purposes), nothing has come to their attention which caused them to believe that (a) the unaudited condensed consolidated financial statements of FPL incorporated by reference in the Prospectus (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in the Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of FPL incorporated by reference in the Prospectus, (b) at the date of the latest available interim balance sheet read by them and at a specified date not more than five days prior to the Closing Date there was any change in the common stock, additional paid-in capital, preferred stock or long-term debt of FPL and its subsidiaries, or decrease in their net assets, in each case as compared with amounts shown in the most recent consolidated balance sheet incorporated by reference in the Prospectus, except in all instances for changes or decreases which the Prospectus discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or which are described in such letter, or (c) for the period from the date of the most recent consolidated balance sheet incorporated by reference in the Prospectus to the latest available interim balance sheet read by them and for the period from the date of the latest available interim balance sheet read by them to a specified date not more than five days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income or net income available to FPL Group, Inc., except in all instances for decreases which the Prospectus discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in the Prospectus and Exhibit 12 to the Registration Statement and such other items as the Representatives may reasonably request. (g) Since the respective most recent dates as of which information is given in the Registration Statement and Prospectus and up to the Closing Date, there shall have been no material adverse change in the business, properties or financial condition of FPL, except as reflected in or contemplated by the Registration Statement and Prospectus, and since such dates and up to the Closing Date, there shall have been no material transaction entered into by FPL other than transactions disclosed by the Registration Statement and the Prospectus and transactions in the ordinary course of business; and at the Closing Date, the Representatives shall have received a certificate to such effect, signed by FPL. (h) All legal proceedings to be taken in connection with the issuance and sale of the Bonds shall have been satisfactory in form and substance to Counsel for the Underwriters. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this agreement may be terminated by the Representatives, upon mailing or delivering written notice thereof to FPL. Any such termination shall be without liability of any party to any other party except as otherwise provided in subsections (c) and (e) of Section 5 hereof and except that in the event of such termination by the Representatives, FPL shall reimburse the Underwriters for out-of-pocket expenses reasonably incurred by them in connection with the transactions contemplated by this agreement, not in excess, however, of an aggregate of $5,000. SECTION 7. Conditions of FPL's Obligations. The obligation of FPL to deliver the Bonds shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement, and no order directed to the adequacy of any document incorporated by reference, shall be in effect at the Closing Date, and no proceedings for either such purpose shall be pending before, or threatened by, the Commission on such date. (b) On the Closing Date there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the issuance and sale of the Bonds on the terms herein stated or contemplated, and containing no provision unacceptable to FPL by reason of the fact that it is materially adverse to FPL, it being understood that no authorization in effect at the date of this agreement contains any such unacceptable provision. In case any of the conditions specified in this Section 7 shall not have been fulfilled, this agreement may be terminated by FPL upon mailing or delivering written notice thereof to the Representatives. Any such termination shall be without liability of any party to any other party, except as otherwise provided in subsections (c) and (e) of Section 5 hereof and except that in the event of such termination by FPL, FPL shall reimburse the Underwriters for out-of-pocket expenses reasonably incurred by them in connection with the transactions contemplated by this agreement, not in excess, however, of an aggregate of $5,000. SECTION 8. Indemnification. (a) FPL agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or any other statute or common law, and to reimburse each such Underwriter and controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the Effective Date of the Registration Statement), including all Incorporated Documents, or in the Registration Statement or the Prospectus, or in the Registration Statement or Prospectus, as they may be amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this paragraph shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished herein or to FPL in writing by or on behalf of any Underwriter, through the Representatives or otherwise, for use in connection with the preparation of the Registration Statement or the Prospectus or any amendment or supplement to either thereof, or arising out of, or based upon, statements in or omissions from Exhibits 26(a) and 26(b) to the Registration Statement which shall constitute the Statements of Eligibility and Qualification on Form T-1 of the Trustee under the Mortgage and provided, further, that the indemnity agreement contained in this paragraph in respect of any preliminary prospectus shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of the Bonds to any person if such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Prospectus or the Prospectus as amended or supplemented, if any amendments or supplements thereto shall have been furnished at or prior to the time of written confirmation of the sale involved, but exclusive of any Incorporated Documents unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement is not corrected in such amendment or supplement at the time of confirmation, or (ii) with or prior to the delivery of such Bonds to such person, a copy of any amendment or supplement to the Prospectus which shall have been furnished subsequent to such written confirmation and prior to the delivery of such Bonds to such person, exclusive of any Incorporated Documents unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement was not corrected in such amendment or supplement at the time of such delivery. The indemnity agreement of FPL contained in this paragraph and the representations and warranties of FPL contained in Section 1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any such controlling person, and shall survive the delivery of the Bonds. The Underwriters agree promptly to notify FPL, and each other Underwriter, of the commencement of any litigation or proceedings against them or any of them or any such controlling person in connection with the issuance and sale of the Bonds. (b) Each Underwriter agrees to indemnify and hold harmless FPL, its officers and directors, and each person who controls any thereof within the meaning of Section 15 of the Securities Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or other statute or common law, and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and in conformity with information furnished herein or to FPL in writing by or on behalf of such Underwriter, through the Representatives or otherwise, for use in connection with the preparation of the Registration Statement or the Prospectus or any amendment or supplement to either thereof. The indemnity agreement of the respective Underwriters contained in this paragraph shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of FPL or any of its officers or directors or any such other Underwriter or any such controlling person, and shall survive the delivery of the Bonds. FPL agrees promptly to notify the Representatives of the commencement of any litigation or proceedings against FPL (or any controlling person thereof) or any of its officers or directors in connection with the issuance and sale of the Bonds. (c) FPL and the several Underwriters each agree that, upon the receipt of notice of the commencement of any action against it, its officers and directors, or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought thereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties and satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties who are parties to such action). SECTION 9. Termination. This agreement may be terminated by the Representatives by delivering written notice thereof to FPL, at any time prior to the Closing Date if (a) after the date hereof and at or prior to the Closing Date there shall have occurred any general suspension of trading in securities on the New York Stock Exchange, Inc. or there shall have been established by the New York Stock Exchange, Inc. or by the Commission or by any federal or state agency or by the decision of any court any limitation on prices for such trading or any restrictions on the distribution of securities, or a general banking moratorium declared by New York or federal authorities, or (b) there shall have occurred any new outbreak of hostilities including, but not limited to, an escalation of hostilities which existed prior to the date of this agreement or other national or international calamity or crisis, the effect of any such event specified in (a) or (b) above on the financial markets of the United States shall be such as to make it impracticable for the Underwriters to enforce contracts for the sale of the Bonds. This agreement may also be terminated at any time prior to the Closing Date if in the judgment of the Representatives the subject matter of any amendment or supplement to the Registration Statement or Prospectus prepared and furnished by FPL reflects a material adverse change in the business, properties or financial condition of FPL which renders it either inadvisable to proceed with such offering, if any, or inadvisable to proceed with the delivery of the Bonds to be purchased hereunder. Any termination of this agreement pursuant to this Section 9 shall be without liability of any party to any other party except as otherwise provided in subsections (c) and (e) of Section 5 hereof. SECTION 10. Miscellaneous. The validity and interpretation of this agreement shall be governed by the law of the State of New York. This agreement shall inure to the benefit of FPL, the several Underwriters and, with respect to the provisions of Section 8 hereof, each controlling person referred to in said Section 8, and their respective successors. Nothing in this agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this agreement or any provision herein contained. The term "successors" as used in this agreement shall not include any purchaser, as such purchaser, of any Bonds from any of the several Underwriters. SECTION 11. Notices. All communications hereunder shall be in writing or by telegram and, if to the Underwriters, shall be mailed or delivered to the Representatives at the address set forth in the Proposal hereto, or if to FPL, shall be mailed or delivered to it at 700 Universe Boulevard, Juno Beach, Florida 33408, attention: Treasurer. EX-1 3 UNDERWRITING AGREEMENT EXHIBIT 1(b) $45,750,000 DADE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (Florida) Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects) Series 1993 UNDERWRITING AGREEMENT Underwriting Agreement, dated December 20, 1993, between the Dade County Industrial Development Authority (the "Issuer"), and Goldman, Sachs & Co., Artemis Capital Group, Inc., First Equity Corporation of Florida and Howard Gary & Company, severally and not jointly (the "Underwriters"). 1. Description of Bonds. The Issuer proposes to issue and sell $45,750,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993, with the terms specified in Schedule I hereto (the "Bonds"), pursuant to a Trust Indenture, to be dated as of December 1, 1993 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and pursuant to a resolution adopted by the Issuer on December 20, 1993 (the "Resolution"). The Bonds will be payable, except to the extent payable from bond proceeds and other moneys pledged therefor, solely from, and secured by a pledge of, the revenues to be derived by the Issuer under a Loan Agreement, to be dated as of December 1, 1993 (the "Loan Agreement"), by and between the Issuer and Florida Power & Light Company (the "Company"). 2. Purchase, Sale and Closing. On the basis of the representations and warranties contained herein and in the Letter of Representation, hereinafter defined, and subject to the terms and conditions set forth herein and in the Official Statement, hereinafter defined, each Underwriter will severally purchase from the Issuer, and the Issuer will sell to such Underwriter, the principal amount of the Bonds set forth opposite the name of such Underwriter in Schedule II hereto. The price for the Bonds will be 100% of the principal amount thereof and shall be payable in immediately available funds. The closing will be held at the office of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., 1221 Brickell Avenue, Miami, Florida, 33131, at 9:00 A.M. New York time on December 21, 1993, or such other date, time or place as may be agreed upon by the parties hereto. The hour and date of such closing are herein called the "Closing Date". The Bonds will be delivered in New York, New York in definitive registered form and registered in such names as the Underwriters may reasonably request, except with respect to the Bonds which bear interest at a weekly interest rate which will be registered in the name of a nominee of The Depository Trust Company, and will be made available to the Underwriters for inspection and packaging upon delivery at The Depository Trust Company, New York, New York, or at such other place as may be agreed upon by the Issuer, the Company and the Underwriters. As compensation for the services of the Underwriters as contemplated herein, the Company agrees to pay each Underwriter the respective fee set forth opposite the name of such Underwriter on Schedule I hereto. 3. Representations of the Issuer. The Issuer represents to the several Underwriters that: (a) The Issuer has approved the delivery of an Official Statement, dated December 20, 1993, for use in connection with the sale and distribution of the Bonds. The Issuer has ratified and confirmed the use prior to the date hereof of a Preliminary Official Statement, dated December 15, 1993, in connection with the offering of the Bonds. Appendix A to such Official Statement and such Preliminary Official Statement describes certain matters relating to the Company and is sometimes herein separately referred to as "Appendix A." Such Official Statement and such Preliminary Official Statement, as amended and supplemented, including in each case Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C, and Appendix D are herein referred to as the "Official Statement" and the "Preliminary Official Statement", respectively, and all references herein to matters described, contained or set forth in the Official Statement or the Preliminary Official Statement shall, unless specifically stated otherwise, include Appendix A and all documents incorporated by reference therein, Appendix B, Appendix C and Appendix D. For the purposes of this Agreement, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of the Official Statement and incorporated by reference in the Official Statement shall be deemed to be a supplement to the Official Statement. The information with respect to the Issuer contained in the Official Statement under the heading "Disclosure Required by Florida Blue Sky Regulations" does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Issuer assumes no responsibilities for the accuracy, sufficiency or fairness of any statements in the Preliminary Official Statement or the Official Statement or any supplements thereto other than statements and information therein relating to the Issuer under the captions "Introductory Statement" and "Disclosure Required by Florida Blue Sky Regulations" relating to the Issuer. (b) The Issuer will not at any time authorize an amendment or supplement (including an amendment or supplement resulting from the filing of a document incorporated by reference) to the Official Statement without prior notice to the Company, the Underwriters, and Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, and Kubicki, Draper, Gallagher & McGrane, P.A., co-counsel for the Underwriters or any such amendment or supplement to which the Company or the Underwriters shall reasonably object in writing, or which shall be unsatisfactory to Winthrop, Stimson, Putnam & Roberts or Kubicki, Draper, Gallagher & McGrane, P.A. At the date hereof, the information with respect to the Issuer in the Official Statement and the Preliminary Official Statement is true and correct. (c) The Issuer is a public body corporate and politic and a public instrumentality created and validly existing under the Constitution and laws of the State of Florida with full legal right, power and authority under the laws of the State of Florida, including particularly Parts II and III of Chapter 159, Florida Statutes, as amended, to consummate the transactions involving the Issuer contemplated herein and in the Official Statement and to fulfill the terms hereof on the part of the Issuer to be fulfilled. (d) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof on the part of the Issuer to be fulfilled have been duly authorized by all necessary action of the Issuer in accordance with the laws of the State of Florida. (e) The execution and delivery by the Issuer of the Loan Agreement and the Indenture, the pledge and assignment by the Issuer to the Trustee of certain of its rights under the Loan Agreement, the consummation by the Issuer on its part of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms hereof by the Issuer and the compliance by the Issuer with all the terms and provisions of the Indenture and the Loan Agreement will not conflict with, or constitute a breach of or default under, any constitutional provision, statute or ordinance, any indenture, mortgage, deed of trust, resolution or other agreement or instrument to which the Issuer is now a party or by which it is now bound, or, to the knowledge of the Issuer, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (f) Except as disclosed in or contemplated by the Official Statement, as it may be amended or supplemented, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before or by any court, public board or body to which the Issuer is a party, pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) to restrain or enjoin the issuance or sale of the Bonds or the performance by the Issuer of the Loan Agreement or the Indenture including without limitation assignment to the Trustee of the Issuer's right to receive Loan Repayments and certain other rights under the Loan Agreement as security for the Bonds, or (ii) wherein an unfavorable decision, ruling or finding would (A) have a material adverse effect on the transactions contemplated herein or in the Official Statement or (B) adversely affect or put in question the validity or enforceability of the Bonds, the Indenture, the Loan Agreement, this Agreement, the Letter of Representation, dated the date hereof, in the form attached hereto as Exhibit F (the "Letter of Representation") from the Company to the Issuer and the Underwriters or any other agreement, instrument or document to which the Issuer is a party or by which it is bound relating to the consummation of the transactions contemplated herein or in the Official Statement. 4. Underwriters' Representation. The Underwriters intends to make a public offering of the Bonds for sale upon the terms and conditions set forth in the Official Statement. 5. Covenants of the Issuer. The Issuer agrees that: (a) It has delivered herewith or will cause to be delivered to the Underwriters as soon as practicable, a copy of the Official Statement and will deliver or cause to be delivered to the Underwriters promptly, which in no event will be later than seven business days after the date hereof, as many copies of the Official Statement as the Underwriters may reasonably request. Upon the issuance thereof, the Issuer will deliver to the Underwriters copies of all amendments and supplements to the Official Statement (other than documents incorporated by reference therein). (b) It will cooperate with the Company and the Underwriters in connection with the preparation of the Official Statement and any amendment or supplement thereto which the Company may be required to furnish the Underwriters pursuant to the Letter of Representation. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Issuer shall not be required to qualify as a dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Issuer to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement, as each may be amended from time to time. (e) At the request of the Underwriters or the Company, it will take such action as is necessary and within its power and at the sole expense of the Company to assure or maintain the status of the interest on the Bonds as excluded from gross income for purposes of the Internal Revenue Code of 1954, as amended (the "1954 Code"), and the regulations thereunder. The foregoing covenants are conditioned upon the Company's compliance with Section 2 of the Letter of Representation. 6. Conditions of Underwriters's Obligation. The obligation of the Underwriters to purchase and pay for the Bonds shall be subject to the accuracy of, and compliance with, the representations and warranties of the Issuer and the Company contained herein and in the Letter of Representation, respectively, to the performance by the Issuer and the Company of their obligations to be performed hereunder and under the Letter of Representation, respectively, at and prior to the Closing Date and to the following conditions: (a) At the Closing Date, the Indenture, the Loan Agreement and the Letter of Representation shall be in full force and effect, and if executed subsequent to the execution hereof and prior to the Closing Date, shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters; provided, however, that the acceptance of delivery of the Bonds by the Underwriters on the Closing Date shall be deemed to constitute such approval; and the Underwriters shall have received an executed counterpart or certified copy of the Indenture and the Loan Agreement. (b) At the Closing Date, the Bonds shall have been duly authorized, executed and authenticated in accordance with the provisions of the Indenture. (c) At the Closing Date, no order, decree or injunction of any court of competent jurisdiction shall have been issued, or proceedings therefor shall have been commenced, nor shall any order, ruling, regulation or official statement by any governmental official, body or board, have been issued, nor shall any legislation have been enacted, with the purpose or effect of prohibiting or limiting the issuance, offering or sale of the Bonds as contemplated herein or in the Official Statement or the performance of the Indenture or the Loan Agreement, in accordance with their respective terms. (d) At the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in the transactions contemplated herein and in the Official Statement, and containing no provision unacceptable to the Underwriters by reason of the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of the execution hereof by the Underwriters contains any such unacceptable provision. (e) At the Closing Date, the Underwriters shall have received opinions, dated the Closing Date, of the County Attorney for Dade County, Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., and McCrary & Mosley as Co-Bond Counsel, Steel Hector & Davis and Reid & Priest, counsel to the Company, and Winthrop, Stimson, Putnam & Roberts, and Kubicki, Draper, Gallagher & McGrane, P.A., as co-counsel for the Underwriters, substantially in the forms thereof attached hereto as Exhibits A, B-1, B-2, C, D, and E, respectively, but with such changes as the Underwriters shall approve. (f) At the Closing Date, the Underwriters shall have received from Deloitte & Touche, to the extent permitted by Statement of Auditing Standards No. 72, a letter to the effect that (i) they are independent public accountants with respect to the Company within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act and the applicable published rules and regulations thereunder; (ii) in their opinion, the consolidated financial statements audited by them and incorporated by reference in Appendix A to the Official Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder; (iii) on the basis of a reading of the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the latest available interim unaudited consolidated financial statements of the Company since the close of the Company's most recent audited fiscal year, if different from the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, the minutes and consents of the Board of Directors, the Finance Committee of the Board of Directors, the Stock Issuance Committee of the Board of Directors, and Shareholder of the Company since the end of the most recent audited fiscal year, and inquiries of officials of the Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and they would not necessarily reveal matters of significance with respect to the comments made in such letter, and accordingly that Deloitte & Touche make no representation as to the sufficiency of such procedures for the Underwriters' purposes), nothing has come to their attention which caused them to believe that (a) the unaudited condensed consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations thereunder and (2) except as disclosed in Appendix A to the Official Statement, as amended or supplemented, are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements of the Company incorporated by reference in Appendix A to the Official Statement, (b) at the date of the latest available interim balance sheet read by them, if different from the consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, and at a specified date not more than five days prior to the Closing Date there was any change in the common stock, additional paid in capital, preferred stock or long-term debt of the Company, or decrease in its net assets, in each case as compared with amounts shown in the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement, except in all instances for changes or decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or as occasioned by the declaration, provision for, or payment of dividends, or which are described in such letter, or (c) for the period from the date of the most recent consolidated balance sheet incorporated by reference in Appendix A to the Official Statement to the latest available interim balance sheet read by them and for the period from the latest available interim balance sheet read by them to a specified date not more than five days prior to the Closing Date, there were any decreases, as compared with the corresponding period in the preceding year, in total consolidated operating revenues or in net income or net income available to FPL Group, Inc., except in all instances for decreases which Appendix A to the Official Statement, as amended or supplemented, discloses have occurred or may occur, or which are described in such letter; and (iv) they have carried out certain procedures and made certain findings, as specified in such letter, with respect to certain amounts included in Appendix A to the Official Statement and such other items as the Underwriters may reasonably request. (g) At the Closing Date, the Underwriters shall have received from the Issuer a certificate of its Chairman or a Vice Chairman, dated the Closing Date, stating in effect that each of the representations and warranties of the Issuer set forth herein is true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Issuer hereunder to be performed by it at or prior to the Closing Date has been performed. (h) At the Closing Date, the Underwriters shall have received a certified copy of the Resolution of the Issuer authorizing the issuance and sale of the Bonds. (i) Since the date of the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), and up to the Closing Date, there shall have been no material adverse change in the business, properties or financial condition of the Company, except as reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and, since such date and up to the Closing Date, there shall have been no material transaction entered into by the Company other than transactions reflected in or contemplated by the Official Statement, as it may be so amended or supplemented, and transactions in the ordinary course of business. (j) At the Closing Date, the Underwriters shall have received from the Company a certificate, dated the Closing Date, signed by the President or any Vice President or the Treasurer or the Assistant Treasurer of the Company to the effect of paragraph (i) above and stating in effect that the representations and warranties of the Company set forth in the Letter of Representation are true, accurate and complete in all material respects at and as of the Closing Date and that each of the obligations of the Company under the Letter of Representation to be performed at or prior to the Closing Date has been performed. (k) At the Closing Date, the Company shall have delivered to Goldman, Sachs & Co. on behalf of the Underwriters a wire or check payable in immediately available funds in an amount equal to and representing such Underwriters' fee specified in Schedule I hereto. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Underwriters upon mailing or delivering written notice thereof to the Issuer and the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 7. Termination. (a) This Agreement may be terminated by the Underwriters by delivering written notice thereof to the Issuer and the Company, at or prior to the Closing Date, if: (i) after the date hereof and at or prior to the Closing Date there shall have occurred any general suspension of trading in securities on the New York Stock Exchange, Inc. or there shall have been established by the New York Stock Exchange, Inc. or by the Securities and Exchange Commission or by any federal or state agency or by the decision of any court any limitation on prices for such trading or any restrictions on the distribution of securities, or a general banking moratorium declared by New York or federal authorities, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriters to enforce contracts for the sale of the Bonds; (ii) there shall have occurred any new outbreak of hostilities including, but not limited to, an escalation of hostilities which existed prior to the date of this Agreement or other national or international calamity or crisis, the effect of which on the financial markets of the United States shall be such as to make it impracticable for the Underwriters to enforce contracts for the sale of the Bonds; (iii) after the date hereof and at or prior to the Closing Date, legislation shall be enacted by the Congress or adopted by either House thereof or a decision shall be rendered by a federal court, including the Tax Court of the United States, or a ruling, regulation or order by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be issued or proposed with respect to the imposition of federal income taxation upon receipts, revenues or other income of the same kind and character expected to be derived by the Issuer, including, without limitation, Loan Repayments and other amounts under the Loan Agreement, or upon interest received on bonds of the same kind and character as the Bonds, with the result in any such case that it is impracticable, in the reasonable judgment of the Underwriters, for the Underwriters to enforce contracts for the sale of the Bonds; or (iv) the subject matter of any amendment or supplement to the Official Statement prepared and furnished by the Issuer or the Company renders it, in the judgment of the Underwriters, either inadvisable to proceed with the offering or inadvisable to proceed with the delivery of the Bonds to be purchased hereunder. (b) This Agreement shall terminate upon the termination of the Letter of Representation as provided in Section 4 thereof. (c) Any termination of this Agreement pursuant to this Section 7 shall be without liability of any party to any other party except as otherwise provided in Section 3 of the Letter of Representation. 8. Default. If any Underwriter shall fail or refuse to purchase Bonds which it agreed to purchase hereunder and the aggregate principal amount of Bonds which such defaulting Underwriter agreed but failed or refused to purchase is not more than 30% of the aggregate principal amount of the Bonds, the other Underwriters shall be obligated to purchase severally, in the proportions which the aggregate principal amounts of Bonds set forth opposite their names in Schedule II hereto bears to the aggregate principal amount of Bonds so set forth opposite the names of all such non-defaulting Underwriters, all Bonds which such defaulting Underwriter agreed but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Bonds and the aggregate principal amount of Bonds with respect to which such default occurs is more than 30% of the aggregate principal amount of the Bonds and arrangements satisfactory to the Issuer and the Company for the purchase of such Bonds are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or Underwriters or the Issuer or of the Company except as otherwise provided in Section 3 of the Letter of Representation. In any such case which does not result in such a termination, either the Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in each case, in order that the required changes, if any, in the Official Statement or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 9. Truth-In-Bonding Statement. The Issuer is proposing to issue $45,750,000 principal amount of the Bonds for the purpose of retiring an equal principal amount of bonds previously issued by Dade County, Florida. The Bonds are expected to be repaid over a period of 27.5 years. At a forecasted interest rate of 7.5%, total interest paid over the life of the debt or obligation will be $94,359,375. The source of repayment for this proposal is the payments by the Company under the Loan Agreement. Authorizing this debt or obligation will result in $0 moneys not being available to finance the other services of the Issuer each year for 27.5 years. 10. Miscellaneous. The validity and interpretation of this Agreement shall be governed by the law of the State of Florida. This Agreement shall inure to the benefit of the Issuer, the Underwriters and the Company, and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. The term "successors" as used in this Agreement shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The representations and warranties of the Issuer contained in Section 3 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriters, and shall survive the delivery of the Bonds. 11. Notices and other Actions. All notices, demands and formal actions hereunder will be in writing mailed, telegraphed or delivered to: The Issuer: Dade County Industrial Development Authority World Trade Center Building 80 S.W. 8th Street, Suite 2440 Miami, Florida 33130 Attention: Executive Director The Company: Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408-8801 Attention: Treasurer The Underwriters: Goldman, Sachs & Co. Artemis Capital Group, Inc. First Equity Corporation of Florida Howard Gary & Company c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 In Witness Whereof, the parties hereto, in consideration of the mutual covenants set forth herein and intending to be legally bound, have caused this Agreement to be executed and delivered as of the date first written above. DADE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY By: R. J. BARRETO Chairman of the Dade County Industrial Development Authority Attest: Approved by the County Attorney as to Form and Legal Sufficiency: JAMES D. WAGNER, JR. By: DIANNE S. GAINES Secretary Ex-Officio Assistant County Attorney for Dade County, Florida GOLDMAN, SACHS & CO. FIRST EQUITY CORPORATION OF FLORIDA By:GOLDMAN, SACHS & CO. By: DEBORAH GLUCKSTEIN ETKIN Vice President ARTEMIS CAPITAL GROUP, INC. HOWARD GARY & COMPANY By:SANDRA M. ANDERSON By: HECTOR J. MONTES Vice President Managing Director Approved: FLORIDA POWER & LIGHT COMPANY By: DILEK SAMIL Treasurer SCHEDULE I Underwriting Agreement dated December 20, 1993. Issuer: The Dade County Industrial Development Authority Bonds: Designation: Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993. Principal Amount: $45,750,000 Date of Maturity: June 1, 2021 Initial Interest Rate: Purchase Price: 100% of the principal amount thereof. Public Offering Price: 100% of the principal amount thereof. Redemption Provisions: The Bonds will be subject to redemption by the Issuer, in whole or in part, at the direction of Florida Power & Light Company, as set forth in the Official Statement. Underwriters' Fees: Goldman, Sachs & Co. $80,062.50 Artemis Capital Group, Inc. $11,437.50 First Equity Corporation of Florida $11,437.50 Howard Gary & Company $11,437.50 SCHEDULE II
Underwriter Principal Amount Goldman, Sachs & Co. $32,025,000 Artemis Capital Group, Inc. 4,575,000 First Equity Corporation of Florida 4,575,000 Howard Gary & Company 4,575,000 Total $45,750,000 /TABLE EXHIBIT A (Letterhead of County Attorney for Dade County) December 21, 1993 Dade County Industrial Development Authority Goldman, Sachs & Co. Miami, Florida New York, New York Greenberg, Traurig, Hoffman, Artemis Capital Group, Inc. Lipoff, Rosen & Quentel, P.A. Boca Raton, Florida Miami, Florida First Equity Corporation McCrary & Mosley of Florida Miami, Florida Miami, Florida Howard Gary & Company Miami, Florida (the "Underwriters" named in the Underwriting Agreement dated December 20, 1993 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: I am the County Attorney for Dade County, Florida, and as such have acted as general counsel for the Dade County Industrial Development Authority (the "Issuer") in connection with the issuance and sale of $45,750,000 aggregate principal amount of the Issuer's Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993 (the "Bonds"). The Bonds are being issued pursuant to a resolution adopted by the Issuer on December 20, 1993, (the "Resolution") to refund the outstanding Dade County, Florida (the "County") (i) $33,850,000 Pollution Control Revenue Bonds (Florida Power & Light Company Project), Series 1972, (ii) $7,200,000 Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1986, and (iii) $4,700,000 Industrial Development Revenue Refunding Bonds (Florida Power & Light Company Metrorail Project), Series 1986 issued to finance or refinance the acquisition, construction and installation of pollution control facilities located at the Turkey Point, Manatee, Sanford and Cutler Plants of the Company, and facilities for the provision of electrical power for the operation by the County of Metrorail, a County- owned mass commuting facility, all as more particularly described in the Trust Indenture, dated as of December 1, 1993 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). The issuance of the Bonds and the Projects were approved by the Issuer in the Resolution. Based upon such review as I deemed necessary, I am of the opinion that: (1) The Issuer is a public body corporate and politic and a public instrumentality created and validly existing under the Constitution and laws of the State of Florida, duly vested with all of the powers conferred upon industrial development authorities by Parts II and III of Chapter 159, Florida Statutes, as amended, with full power and authority (i) to issue and sell the Bonds; (ii) to loan the proceeds of the Bonds to Florida Power & Light Company (the "Company") under the Loan Agreement, dated as of December 1, 1993, (the "Loan Agreement"), by and between the Issuer and Company; (iii) to execute and perform its obligations under the Loan Agreement, the Agreement, the Trust Indenture, dated as of December 1, 1993, (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee, and the Bonds; and (iv) to accept the Letter of Representation, dated December 20, 1993, from the Company to the Issuer and the Underwriters (the "Letter of Representation"). (2) The Resolution is a valid resolution of the Issuer, duly adopted by the Issuer at a meeting duly noticed, called and held in accordance with the Constitution and laws of the State of Florida. (3) The acceptance of the Letter of Representation by the Issuer has been duly authorized, and said Letter of Representation has been validly accepted by the Issuer. (4) The Issuer has duly approved the use and distribution of the Official Statement, dated December 20, 1993 (the "Official Statement") at the meeting wherein the Resolution was adopted and has duly authorized such changes, insertions and omissions as may be approved by its Chairman or its Vice Chairman as evidenced by the execution and delivery of the Indenture. (5) Neither the making or the performance by the Issuer of the Loan Agreement, the Indenture or the Agreement, nor the acceptance by the Issuer of the Letter of Representation, violates or conflicts with any constitutional provision, statute, indenture, mortgage, deed of trust, lease, resolution or other agreement or instrument to which the Issuer is a party or by which it is bound, or, to my knowledge, any order, rule or regulation applicable to the Issuer of any court or governmental agency or body having jurisdiction over the Issuer or any of its activities or properties. (6) Except as disclosed in or contemplated by the Official Statement, I have not been made aware of any action, suit, proceeding or investigation at law or in equity or before or by any court, public board or body, to which the Issuer is a party which is pending or, threatened against or affecting the Issuer wherein an unfavorable decision, finding or ruling would adversely affect (i) the transactions contemplated by the Indenture, the Loan Agreement, the Official Statement or by the Agreement, (ii) the validity or enforceability of the Bonds, the Indenture or the Loan Agreement, or (iii) the exclusion from gross income for federal income tax purposes of interest on the Bonds. (7) No approval, consent or authorization of any Florida governmental or public agency or authority not already obtained is required by the Issuer in connection with the consummation by the Issuer of the transactions contemplated by the Official Statement or by the Agreement or the performance of its obligations under the Loan Agreement, the Indenture and the Agreement. Very truly yours, EXHIBIT B-1 (Letterhead of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.) or (Letterhead of McCrary & Mosley) December 21, 1993 To: Dade County Industrial Development Authority Miami, Florida Goldman, Sachs & Co. New York, New York Artemis Capital Group, Inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida Ladies and Gentlemen: We have acted as Co-Bond Counsel in connection with the issuance by the Dade County Industrial Development Authority (the "Issuer") of its $45,750,000 Dade County Industrial Development Authority Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993, dated as of December 1, 1993 (the "Series 1993 Bonds"). The Series 1993 Bonds are being issued pursuant to Parts II and III of Chapter 159, Florida Statutes, as amended (the "Act"), for the purpose of making a loan to Florida Power & Light Company (the "Company") to refund the outstanding Dade County, Florida (the "County") (i) $33,850,000 Pollution Control Revenue Bonds (Florida Power & Light Company Project), Series 1972, (ii) $7,200,000 Pollution Control Revenue Refunding Bonds (Florida Power & Light Company Project), Series 1986, and (iii) $4,700,000 Industrial Development Revenue Refunding Bonds (Florida Power & Light Company Metrorail Project), Series 1986 issued to finance or refinance the acquisition, construction and installation of pollution control facilities located at the Turkey Point, Manatee, Sanford and Cutler Plants of the Company, and facilities for the provision of electrical power for the operation by the County of Metrorail, a County-owned mass commuting facility, all as more particularly described in the Trust Indenture, dated as of December 1, 1993 (the "Indenture"), between the Issuer and First Union National Bank of Florida, Miami, Florida, as trustee (the "Trustee"). In rendering this opinion, we have examined the transcript of proceedings (the "Transcript") relating to the issuance of the Series 1993 Bonds. The Transcript documents include an executed counterpart of the Indenture and an executed counterpart of the Loan Agreement, dated as of December 1, 1993 (the "Agreement"), between the Issuer and the Company. We also have examined an executed Series 1993 Bond. We also have relied upon the opinion of Steel Hector & Davis, as counsel for the Company, as to all matters concerning the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Company of the Agreement. We have further assumed the due authorization, execution and delivery by, and the binding effect upon and enforceability against, the Trustee of the Indenture. Based on this examination, we are of the opinion that, under existing law: 1. The Series 1993 Bonds, the Indenture and the Agreement are valid, legal, binding and enforceable in accordance with their respective terms, subject to bankruptcy laws and other laws affecting creditors' rights and to the exercise of judicial discretion. 2. The Series 1993 Bonds constitute limited obligations of the Issuer, and the principal of and interest and any premium on the Series 1993 Bonds (collectively, "debt service") are payable solely from the revenues and other moneys pledged and assigned by the Indenture to secure that payment. Those revenues and other moneys include the Loan Repayments required to be made by the Company under the Agreement. The Series 1993 Bonds and the payment of debt service thereon are not secured by an obligation or pledge of any moneys raised by taxation, and the Series 1993 Bonds do not represent or constitute a debt or pledge of the faith and credit of the Issuer, the State of Florida or any political subdivision thereof. 3. Under existing statutes, regulations, rulings and court decisions, subject to the assumption stated below, interest on the Series 1993 Bonds is excluded from gross income for federal income tax purposes except for interest on any Series 1993 Bond for any period during which such Series 1993 Bond is held by a person who is a "substantial user" of the facilities refinanced with the Series 1993 Bonds or a "related person" within the meaning of Section 103(b)(13) of the Internal Revenue Code of 1954, as amended (the "1954 Code"). Interest on the Series 1993 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 1993 Bonds is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations. We express no opinion regarding other federal tax consequences resulting from the ownership, receipt or accrual of interest on, or disposition of the Series 1993 Bonds. In rendering the opinion in this paragraph 3 above, we have assumed continuing compliance by the Issuer and the Company with the requirements of the 1954 Code and the Internal Revenue Code of 1986, as amended (the "Code") that must be met after the issuance of the Series 1993 Bonds in order that interest on the Series 1993 Bonds not be included in gross income for federal income tax purposes and have relied upon the accuracy of the representations and certifications of the Issuer and the Company contained in the Transcript, which we have not independently verified. The failure by the Issuer or the Company to meet such requirements may cause interest on the Series 1993 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 1993 Bonds. The Issuer and the Company have covenanted to comply with the requirements of the 1954 Code and the Code in order to maintain the exclusion of interest on the Series 1993 Bonds from gross income for federal income tax purposes. 4. The Series 1993 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein. Respectfully submitted, EXHIBIT B-2 (Letterhead of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.) or (Letterhead of McCrary & Mosley) December 21, 1993 To: Dade County Industrial Development Authority Miami, Florida Goldman, Sachs & Co. New York, New York Artemis Capital Group, inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida Ladies and Gentlemen: This supplemental opinion is rendered at your request in connection with the issuance by the Dade County Industrial Development Authority (the "Issuer") of its $45,750,000 Dade County Industrial Development Authority Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993, dated as of December 1, 1993 (the "Series 1993 Bonds"). In connection with the issuance of the Series 1993 Bonds, we have delivered to each of you our approving legal opinion as Co-Bond Counsel (the "Approving Opinion"). In rendering this opinion, we have examined and relied upon the matters contained, referred to and identified, and to the same extent stated, in the Approving Opinion. We also have examined (i) the Official Statement, dated December 20, 1993, relating to the Series 1993 Bonds (the "Official Statement") and (ii) the Securities Act of 1933, as amended (the "1933 Act"), the Trust Indenture Act of 1939, as amended (the "1939 Act"), and the rules, regulations and interpretations under those acts. All terms used in this supplemental opinion and not defined herein shall have the same meaning as assigned in the Approving Opinion. Based on such examination, we are of the opinion that, under existing law: (1) The Issuer is a public body corporate and politic and a public instrumentality duly created pursuant to the laws of the State of Florida including, in particular, the Act, with full authority to execute and deliver the Indenture, the Agreement and to issue and sell the Series 1993 Bonds pursuant to the Act. (2) In connection with the offering and sale of the Series 1993 Bonds to the public, neither the Series 1993 Bonds nor any securities evidenced thereby are required to be registered under the 1933 Act and neither the Indenture nor any other instrument is required to be qualified under the 1939 Act. (3) The statements in the Official Statement relating to the Series 1993 Bonds, the Indenture and the Agreement under the captions "The Series 1993 Bonds" (except for certain information and statements provided by The Depository Trust Company under "The Series 1993 Bonds -- Book Entry System", as to which, with your permission, we express no opinion), "The Agreement" and "The Indenture", insofar as they describe the provisions of the Series 1993 Bonds, the Agreement and the Indenture, fairly and accurately summarize the material provisions of those documents. The statements pertaining to the Series 1993 Bonds in the Official Statement under the caption "Tax Exemption" fairly and accurately present the information purported to be shown. This letter is furnished by us solely for your benefit in connection with the original issuance and delivery of the Series 1993 Bonds and may not, without our express written consent, be relied upon by any other person. Respectfully submitted, EXHIBIT C (Letterhead of Steel Hector & Davis) December 21, 1993 Goldman, Sachs & Co. New York, New York Artemis Capital Group, Inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida (the "Underwriters" named in the Underwriting Agreement dated December 20, 1993 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for Florida Power & Light Company (the "Company") in connection with the issuance and sale by the Dade County Industrial Development Authority (the "Issuer") of $45,750,000 aggregate principal amount of the Issuer's Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993 (the "Bonds"), issued under the Trust Indenture, dated as of December 1, 1993 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), and in connection with the sale of the Bonds to the Underwriters in accordance with the Agreement. We have participated in the preparation of or reviewed (1) the Indenture and the Loan Agreement, dated as of December 1, 1993 (the "Loan Agreement"), by and between the Company and the Issuer; (2) the Letter of Representation, dated December 20, 1993 (the "Letter of Representation"), from the Company to the Issuer and the Underwriters; (3) the Official Statement, dated December 20, 1993, including Appendix A and all documents incorporated by reference therein (the "Official Statement") and (4) such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for purposes of this opinion. We have also participated in the preparation of the Company's application to the Florida Public Service Commission for the authorization of the issuance and sale, among other things, of debt securities during 1993. Upon the basis of the foregoing, we advise you that: I. The Company is a validly organized and existing corporation and is in good standing under the laws of the State of Florida, and is doing business in that State, and has valid franchises, licenses and permits adequate for the conduct of its business. II. The Company is a corporation duly authorized by its Restated Articles of Incorporation, as amended (the "Charter"), to conduct the business which it is now conducting as set forth in the Official Statement; the Company is subject, as to retail rates and services, issuance of securities, accounting and certain other matters, to the jurisdiction of the Florida Public Service Commission; and the Company is subject, as to wholesale rates, accounting and certain other matters, to the jurisdiction of the Federal Energy Regulatory Commission. III. Except as stated or referred to in the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference), there are no material pending legal proceedings to which the Company is a party or of which property of the Company is the subject which, if determined adversely would have a material adverse effect on the Company, and, to the best of our knowledge, no such proceeding is known by us to be contemplated by governmental authorities. We know of no litigation or proceedings, pending or threatened, challenging the validity of the Loan Agreement or the Letter of Representation or seeking to enjoin the performance of the Company's obligations thereunder. IV. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 7.3 therein. V. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or by-laws or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us, to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. VI. Other than with respect to the opinions expressed regarding the Official Statement under paragraphs VIII and XII, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed such information with certain officers and employees of the Company, certain of its legal counsel, its independent public accountants, Co-Bond Counsel, and your representatives. Additionally, as counsel to the Company, we have responsibility for certain of its legal matters. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated therein by reference) (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds and the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date contained or at the date hereof contains, any untrue statement of a material fact or at its date omitted, or, at the date hereof omits, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. VII. The Loan Agreement is being executed and delivered pursuant to the authority contained in orders of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. VIII. The statements summarizing the provisions of the Bonds, the Loan Agreement, and the Indenture contained in the Official Statement under the captions "The Series 1993 Bonds", "The Agreement", and "The Indenture" accurately and fairly present the material aspects of the information purported to be shown. IX. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference therein as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable instructions, rules and regulations of the Securities and Exchange Commission thereunder. X. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended; provided that, in giving this opinion, we have, with your consent, relied on the opinions of even date herewith rendered to you by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., and McCrary & Mosley as Co-Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. XI. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 5 therein. XII. The information contained in the Official Statement, which is stated therein to have been made in reliance upon our authority, or is specifically attributed to us, has been reviewed by us and is correct. We are members of the Florida Bar and do not hold ourselves out as experts on the laws of New York and accordingly, this opinion is limited to the laws of Florida (other than the blue sky laws thereof) and the federal laws of the United States. As to all matters of New York law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Reid & Priest, New York, New York. As to all matters of Florida law, Reid & Priest and Winthrop, Stimson, Putnam & Roberts are hereby authorized to rely upon this opinion as though it were rendered to each of them. Very truly yours, (Letterhead of Steel Hector & Davis) December 21, 1993 Dade County Industrial Development Authority Miami, Florida Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. Miami, Florida McCrary & Mosley Miami, Florida Ladies and Gentlemen: Attached hereto is an executed copy of our opinion of even date herewith, to the underwriters of $45,750,000 aggregate principal amount of Dade County Industrial Development Authority Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993. You are hereby authorized to rely upon such opinion as though it were addressed to you. Very truly yours, EXHIBIT D (Letterhead of Reid & Priest) New York, New York December 21, 1993 Goldman, Sachs & Co. New York, New York Artemis Capital Group, Inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida (the "Underwriters" named in the Underwriting Agreement dated December 20, 1993 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: With reference to the issuance by the Dade County Industrial Development Authority (the "Issuer") and sale to the Underwriters named in the Agreement of $45,750,000 aggregate principal amount of the Issuer's Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993 (the "Bonds"), issued under the Trust Indenture, dated as of December 1, 1993 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee, we advise you that, as counsel for Florida Power & Light Company (the "Company"), we have reviewed (a) the Indenture and the Loan Agreement, dated as of December 1, 1993 (the "Loan Agreement"), by and between the Company and the Issuer; (b) the Letter of Representation, dated December 20, 1993 (the "Letter of Representation"), from the Company to the Issuer and the Underwriters; (c) the Official Statement, dated December 20, 1993, including Appendix A and all documents incorporated by reference therein (the "Official Statement"); (d) the Company's Restated Articles of Incorporation and by-laws, each as amended to the date hereof (respectively, the "Charter" and By-laws") and (e) the application by the Company to the Florida Public Service Commission for authorization of, among other things, the issuance and sale of debt securities during 1993. On the basis of the foregoing, we advise you as follows: I. The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. II. The statements summarizing the provisions of the Bonds, the Loan Agreement, and the Indenture, contained in the Official Statement under the captions "The Series 1993 Bonds", "The Agreement", and "The Indenture" accurately and fairly present material aspects of the information purported to be shown. III. At the time they were filed with the Securities and Exchange Commission, the documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented (except as to the financial statements and other financial or statistical data included or incorporated by reference in such documents, as to which we express no opinion), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable, instructions, rules and regulations of the Securities and Exchange Commission thereunder. IV. The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. V. The Letter of Representation has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 6 therein. VI. The consummation by the Company of the transactions contemplated in the Letter of Representation, and the fulfillment by the Company of the terms of the Loan Agreement and the Letter of Representation, will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument, the terms of which are known to us to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties or financial condition of the Company. Other than with respect to the opinion expressed regarding the Official Statement under paragraph II, we have not ourselves checked the accuracy or completeness of, or otherwise verified, the information furnished with respect to matters in the Official Statement. We have generally reviewed and discussed with certain officers and employees of the Company, its counsel, its independent public accountants, Co-Bond Counsel, and your representatives the information furnished, whether or not subject to our check and verification. On the basis of such consideration, review and discussion, but without independent check or verification except as stated, nothing has come to our attention that would lead us to believe that the Official Statement, as amended or supplemented (except the information regarding the exclusion from gross income for federal income tax purposes of interest on the Bonds or the financial statements and other financial or statistical data included or incorporated by reference therein, as to which we express no opinion), at its date or at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We are members of the New York Bar and do not hold ourselves out as experts on the laws of Florida. We do not pass upon matters relating to the incorporation of the Company. We have relied, with your consent, upon an opinion of even date herewith addressed to you by Steel Hector & Davis, West Palm Beach, Florida, counsel for the Company, as to all matters of Florida law addressed in such opinion. As to all matters of New York law, Steel Hector & Davis is hereby authorized to rely upon this opinion as though it were rendered to Steel Hector & Davis. With respect to the opinion expressed in paragraph IV above, we have relied, with your consent, upon the opinions of even date herewith rendered to you by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Mosley, as Co-Bond Counsel, that the interest on the Bonds is excluded from gross income for federal income tax purposes and we have made no independent factual investigation with respect to such exclusion. Very truly yours, (Letterhead of Reid & Priest) December 21, 1993 Dade County Industrial Development Authority World Trade Center Building 80 S.W. 8th Street, Suite 2440 Miami, Florida 33130 Ladies and Gentlemen: Referring to the sale by the Dade County Industrial Development Authority today of $45,750,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects) Series 1993, we hand you herewith signed copies of our opinion of even date herewith to Goldman, Sachs & Co., Artemis Capital Group, Inc, First Equity Corporation of Florida and Howard Gary & Company (the "Underwriters") and authorize you to treat said opinion as having been rendered to you as well as to the Underwriters. Very truly yours, EXHIBIT E (Letterhead of Winthrop, Stimson, Putnam & Roberts) or (Letterhead of Kubicki, Draper, Gallagher & McGrane, P.A.) December 21, 1993 Goldman, Sachs & Co. New York, New York Artemis Capital Group, Inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida (the "Underwriters" named in the Underwriting Agreement dated December 20, 1993 (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: We have acted as counsel for you in connection with your purchase from the Dade County Industrial Development Authority (the "Issuer") of $45,750,000 aggregate principal amount of the Issuer's Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993 (the "Bonds"), issued under a Trust Indenture, dated as of December 1, 1993 (the "Indenture"), by and between the Issuer and First Union National Bank of Florida, as trustee (the "Trustee"), pursuant to the Agreement, and in connection with the related (1) Loan Agreement, dated as of December 1, 1993 (the "Loan Agreement"), by and between Florida Power & Light Company (the "Company") and the Issuer; (2) Letter of Representation, dated December 20, 1993 (the "Letter of Representation"), from the Company to the Issuer and the Underwriters; and (3) Official Statement, dated December 20, 1993, including Appendix A and all documents incorporated by reference therein (the "Official Statement"). We have, with your consent, relied upon the opinion of even date herewith addressed to you by Steel Hector & Davis, counsel for the Company, as to matters covered in such opinion relating to the laws of the State of Florida. We have reviewed such opinion and believe it is satisfactory and that you and we are justified in relying thereon. With respect to the opinion expressed in paragraph (4) below, we have, with your consent, relied on the opinion of even date herewith of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Mosley, as Co-Bond Counsel, that interest on the Bonds is excluded from gross income for federal income tax purposes and have made no independent factual investigation with respect to such exclusion. We have also examined such documents and satisfied ourselves as to such other matters as we have deemed necessary in order to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. We are of the opinion that: (1) The Loan Agreement has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered and is a valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provision contained in Section 7.3 therein. (2) The Loan Agreement is being executed and delivered pursuant to the authority contained in orders of the Florida Public Service Commission, which authority is adequate to permit such action. To the best of our knowledge, said authorization is still in full force and effect, and no further approval, authorization, consent or order of any public board or body is legally required for the performance of the Company's obligations under the Loan Agreement. (3) The statements summarizing the provisions of the Bonds, the Loan Agreement, and the Indenture contained in the Official Statement under the captions "The Series 1993 Bonds", "The Agreement", and "The Indenture" accurately and fairly present material aspects of the information purported to be shown. (4) The offer and sale of the Bonds do not require registration of the Bonds under the Securities Act of 1933, as amended, and, in connection therewith, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. (5) The Letter of Representation has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, except that we express no opinion as to the enforceability of the indemnification provisions of Section 6 thereof. While we have examined the Official Statement, we have necessarily assumed the correctness and completeness of the statements made or included therein, or constituting a part thereof, and take no responsibility therefor, except insofar as such statements relate to us and as set forth in paragraph (3) above. In the course of the preparation of the Official Statement, we had conferences with certain of the Company's officers and representatives, with counsel for the Company, with Deloitte & Touche, the independent public accountants who audited certain of the financial statements included in the Official Statement, with Co-Bond Counsel and with your representative. We call to your attention that there is no statutory or regulatory provision authorizing the incorporation by reference of information in documents such as the Official Statement. Our examination of the Official Statement, and our discussions in the above-mentioned conferences, did not disclose to us any information which gives us reason to believe that the Official Statement, at its issue date and at the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. We express no opinion or belief as to the financial statements and other financial or statistical data contained in or incorporated by reference in the Official Statement or the information regarding exclusion from gross income for federal income tax purposes of interest on the Bonds or as to the incorporation of the Company. This opinion is rendered to you in connection with the above- described transaction. This opinion may not be relied upon by you for any other purpose, or relied upon or furnished to any other person, firm or corporation without our prior written permission. Very truly yours, EXHIBIT F FLORIDA POWER & LIGHT COMPANY LETTER OF REPRESENTATION December 20, 1993 Dade County Industrial Development Authority Miami, Florida Goldman, Sachs & Co. New York, New York Artemis Capital Group, Inc. Boca Raton, Florida First Equity Corporation of Florida Miami, Florida Howard Gary & Company Miami, Florida (the "Underwriters" named in the Underwriting Agreement dated the date hereof (the "Agreement") relating to the Bonds referred to below) Ladies and Gentlemen: In consideration of the issuance and sale by the Dade County Industrial Development Authority (the "Issuer") of $45,750,000 aggregate principal amount of its Exempt Facilities Revenue Refunding Bonds (Florida Power & Light Company Projects), Series 1993 (the "Bonds") and the purchase of the Bonds by the Underwriters pursuant to the Agreement, Florida Power & Light Company (the "Company") represents, warrants and covenants to and agrees with the Issuer and the Underwriters, and the Issuer and the Underwriters by their acceptance hereof agree with the Company as follows (all terms not specifically defined in this Letter of Representation shall have the same meanings herein as in the Agreement): 1. Representations and Warranties of the Company. The Company represents and warrants that: (a) When the Official Statement shall be issued and at the Closing Date, the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the foregoing representations and warranties in this subsection (a) shall not apply to statements in or omissions from the Official Statement under the captions "Tax Exemption", "Underwriting" and "Disclosure Required By Florida Blue Sky Regulations" (except for the second sentence of the first paragraph thereof) or in Appendices B, C, and D or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. (b) The documents incorporated by reference in Appendix A to the Official Statement, as amended or supplemented, fully complied, at the time they were filed with the Securities and Exchange Commission (the "Commission"), in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable instructions, rules and regulations of the Commission thereunder. (c) The financial statements contained or incorporated by reference in Appendix A to the Official Statement present fairly the financial condition and operations of the Company at the respective dates or for the respective periods to which they apply; and such financial statements have been prepared in each case in accordance with generally accepted accounting principles consistently applied throughout the periods involved except as otherwise indicated in the Official Statement. (d) Since the respective most recent dates as of which information is given in the Official Statement, as it may be amended or supplemented (including amendments or supplements resulting from the filing of documents incorporated by reference), there has not been any material adverse change in the business, properties or financial condition of the Company nor has any material transaction been entered into by the Company, other than changes and transactions reflected in or contemplated by the Official Statement, as it may be amended or supplemented, and transactions in the ordinary course of business. The Company does not have any material contingent obligation which is not reflected in or contemplated by the Official Statement, as it may be amended or supplemented. (e) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation, on the part of the Company to be fulfilled, have been duly authorized by all necessary corporate action of the Company in accordance with the provisions of its Restated Articles of Incorporation, as amended (the "Charter"), by-laws (the "By-laws") and applicable law, and this Letter of Representation constitutes, and the Loan Agreement when executed and delivered by the Company will constitute, legal, valid and binding obligations of the Company in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and general equity principles, and subject to any principles of public policy limiting the right to enforce the indemnification provisions contained in Section 5 herein and Section 7.3 of the Loan Agreement. (f) The consummation of the transactions contemplated herein and in the Official Statement and the fulfillment of the terms of the Loan Agreement and this Letter of Representation will not result in a breach of any of the terms or provisions of, or constitute a default under the Charter or By-laws of the Company or any indenture, mortgage, deed of trust or other agreement or instrument to which the Company is now a party, except where such breach or default would not have a material adverse effect on the business, properties, or financial condition of the Company. (g) The terms and conditions of the Agreement as they relate to the Company and the Company's participation in the transactions contemplated thereby are satisfactory to it. (h) The Company has approved the use prior to the date hereof of the Preliminary Official Statement, dated December 15, 1993, in connection with the offering of the Bonds. 2. Covenants of the Company. The Company agrees that: (a) At its expense, it will cause to be prepared and, upon the approval of and authorization by the Issuer, furnished to the Underwriters as many copies of the Official Statement (as amended or supplemented from time to time, but excluding any documents incorporated by reference therein) as the Underwriters may reasonably request for the public offering of the Bonds. At its expense, it will cause to be prepared and furnished to the Underwriters one copy of each of the documents incorporated by reference in the Official Statement, as it may be amended or supplemented, and as many additional copies of such documents incorporated by reference as shall be requested of the Underwriters by prospective purchasers of the Bonds. (b) During the period ending 25 days after the end of the underwriting period as defined in Rule 15c2-12 of the Exchange Act, if any event relating to or affecting the Company or of which the Company shall be advised in writing by the Underwriters shall occur which, in the Company's opinion, should be set forth in a supplement to or in an amendment of the Official Statement in order to make the Official Statement not misleading in the light of the circumstances when it is delivered to a purchaser, the Company will either (i) prepare and furnish to the Underwriters at the Company's expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Official Statement or (ii) make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act, which will, in either case, supplement or amend the Official Statement so that as supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Official Statement is delivered to a purchaser, not misleading; provided, that should such event relate solely to activities of the Underwriters, then the Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. (c) It will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue sky laws of such jurisdictions as the Underwriters may designate, provided that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process, under the laws of any jurisdiction, or to meet other requirements deemed by the Company to be unduly burdensome. (d) It will not take or omit to take any action the taking or omission of which would cause the proceeds from the sale of the Bonds to be applied in a manner contrary to that provided for in the Indenture and the Loan Agreement as they are amended from time to time. 3. Expenses. (a) Upon the issuance and delivery of the Bonds by the Issuer to the Underwriters, the Company will pay, or cause to be paid, all expenses and costs incident to the authorization, issuance, printing, sale and delivery, as the case may be, of the underwriting papers, the Bonds, the Preliminary Official Statement, the Official Statement, this Letter of Representation and the blue sky survey, including without limitation (A) any taxes, other than transfer taxes, in connection with the issuance of the Bonds hereunder; (B) any rating agency fees; (C) fees of the Trustee; (D) the fees and disbursements of Co-Bond Counsel and counsel to the Issuer and the Company; (E) the fees to the Issuer; and (F) the fees and disbursements of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, and Kubicki, Draper, Gallagher & McGrane, P.A., co-counsel for the Underwriters; and (G) the fees and disbursements (including filing fees) of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, in connection with the qualification of the Bonds for sale under the securities or blue sky laws of various jurisdictions, not in excess, however, of an aggregate of $5,000. (b) If the Agreement is terminated in accordance with the provisions of Section 6 or 7(b) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, and the reasonable out-of-pocket expenses of the Underwriters, not in excess, however, of an aggregate of $5,000, the Underwriters to pay the remainder of their expenses. (c) If the Agreement is terminated in accordance with the provisions of Section 7(a) thereof, the Company will pay all the expenses referred to in subsection (a) of this Section 3, the Underwriters to pay the remainder of its expenses. (d) If the Underwriters shall fail or refuse, otherwise than for some reason sufficient to justify, in accordance with the terms of the Agreement, the cancellation or termination of their obligation thereunder, to purchase and pay for the Bonds as provided in Section 2 thereof, the Underwriters will pay all the expenses referred to in subsection (a) of this Section 3. (e) The Issuer shall not in any event be liable to the Underwriters for any expenses or costs incident to the issuance and sale of the Bonds nor for damages on account of loss of anticipated profits. The Company shall not in any event be liable to the Underwriters for damages on account of loss of anticipated profits. Nothing herein shall be construed to relieve the Underwriters of its liability for their default under the Agreement. 4. Conditions of the Company's Obligation. The obligation of the Company to participate in the transactions contemplated herein and in the Official Statement shall be subject to the condition that, on the Closing Date, there shall be in full force and effect an authorization of the Florida Public Service Commission with respect to the participation of the Company in such transactions, and containing no provision unacceptable to the Company by reason or the fact that it is materially adverse to the Company, it being understood that no authorization in effect at the time of execution of this Letter of Representation contains any such unacceptable provision. In case the aforesaid condition shall not have been fulfilled, this Letter of Representation and the Company's obligation to participate in the transactions contemplated herein and in the Official Statement may be terminated by the Company, upon mailing or delivering written notice thereof to the Underwriters. 5. Representation of the Issuer. The acceptance and confirmation of this Letter of Representation by the Issuer shall constitute a representation and warranty by the Issuer to the Company that the representations and warranties contained in Section 3 of the Agreement are true as of the date hereof and will be true in all material respects as of the Closing Date. 6. Indemnification. (a) The Company agrees to indemnify and hold harmless the Issuer and any official or employee thereof, each Underwriter and each person who controls any Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Official Statement, including any documents incorporated therein by reference, or in the Official Statement, as amended or supplemented (if any amendments or supplements thereto, including documents incorporated by reference, shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 6 shall not apply to any Underwriter (or any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, under the captions "Tax Exemption" (except to the extent that such statement or omission is based upon an untrue statement of or an omission to state, or an alleged untrue statement of or omission to state, a material fact in the engineering facts and representations and conclusions of the Company concerning the Project (as defined in the Loan Agreement) contained in the closing certificate furnished to Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Mosley, as Co-Bond Counsel, and except to the extent that such statement or omission is based upon the Company's continuing compliance with Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder) and "Underwriting" or in the statements on the cover page with respect to the initial public offering price, tax exemption or terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters; and provided, further, that the indemnity agreement contained in this Section 5 shall not inure to the benefit of any Underwriter (or of any person controlling such Underwriter) on account of any such losses, claims, damages, liabilities, expenses or actions arising from the sale of Bonds to any person if such Underwriter shall have failed to send or give to such person (i) with or prior to the written confirmation of such sale, a copy of the Official Statement or the Official Statement as amended or supplemented, if any amendments or supplements thereto shall have been timely furnished at or prior to the time of written confirmation of the sale involved, but exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement is not corrected in such amendment or supplement at the time of confirmation, or (ii) with or prior to the delivery of such Bonds to such person, a copy of any amendment or supplement to the Official Statement which shall have been furnished subsequent to such written confirmation and prior to the delivery of such Bonds to such person, exclusive of any documents incorporated by reference therein unless, with respect to the delivery of any amendment or supplement, the alleged omission or alleged untrue statement was not corrected in such amendment or supplement at the time of such delivery. The Issuer and each Underwriter agrees to notify promptly the Company, the Issuer and each other Underwriter, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (b) Each Underwriter agrees to indemnify and hold harmless the Issuer and any official or employee thereof, and the Company, its officers and directors, and each person who controls the Company within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities, or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Official Statement, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with respect to information contained under the caption "Underwriting" or in the statements on the cover page with respect to the initial public offering price and terms of offering or in the statement on the third page with respect to stabilization of the market price of the Bonds by the Underwriters. The Issuer and the Company agree promptly to notify the Underwriters, the Issuer and the Company, as the case may be, of the commencement of any litigation or proceedings against it, any of its aforesaid officials or employees, or any of its aforesaid officers and directors or any person controlling it as aforesaid, in connection with the issuance and sale of the Bonds. (c) The Company, each Underwriter and the Issuer each agree that, upon the receipt of notice of the commencement of any action against it, any of its aforesaid officers and directors, any of its aforesaid officials or employees or any person controlling it as aforesaid, as the case may be, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties satisfactory to the indemnified party or parties and who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by such counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel representing the indemnified parties who are parties to such action). 7. Miscellaneous. The validity and interpretation of this Letter of Representation shall be governed by the law of the State of New York. This Letter of Representation shall inure to the benefit of the Company, the Issuer, the Underwriters and, with respect to the provisions of Section 6 hereof, each official, employee, officer, director and controlling person referred to in said Section 6, and their respective successors. Nothing in this Letter of Representation is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Letter of Representation or any provision herein contained. The term "successors" as used herein shall not include any purchaser, as such purchaser, of any Bonds from or through the Underwriters. The indemnity agreements of the Company and the Underwriters contained in Section 6 hereof and the representations of the Company and the Issuer contained herein shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Issuer or any official or employee thereof, the Underwriters or any controlling person thereof, or the Company or any director, officer or controlling person thereof, and shall survive the delivery of the Bonds. The agreements contained in Section 3 hereof to pay expenses shall survive the termination of the Agreement and this Letter of Representation. This Letter of Representation may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same agreement. This Letter of Representation shall become effective upon the execution and acceptance thereof and the effectiveness of the Agreement, and it shall terminate as provided in Section 4 hereof or upon the termination of the Agreement. 8. Notices. All communications hereunder shall be in writing or by telegram and, if to the Underwriters, shall be mailed or delivered to them or, if to the Issuer, shall be mailed or delivered to it at the Dade County Industrial Development Authority, World Trade Center Building, 80 S.W. 8th Street, Suite 2440, Miami, Florida 33130, Attention: Executive Director, if to the Company, shall be mailed or delivered to Florida Power & Light Company, 700 Universe Boulevard, Juno Beach, Florida 33408-8801, Attention: Treasurer. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter agreement and your acceptance shall constitute a binding agreement between us. Very truly yours, Florida Power & Light Company By: DILEK SAMIL Treasurer Accepted and confirmed as of the date first above written: Dade County Industrial Development Authority By: R. J. BARRETO Chairman of the Dade County Industrial Development Authority Approved by the County Attorney as Attest: to Form and Legal Sufficiency: By: DIANNE S. GAINES JAMES D. WAGNER, JR. Assistant County Attorney for Dade County, Florida Secretary Ex-officio Goldman, Sachs & Co. Artemis Capital Group, Inc. By:GOLDMAN, SACHS & CO. By: SANDRA M. ANDERSON Vice President First Equity Corporation of Florida Howard Gary & Company By:DEBORAH GLUCKSTEIN ETKIN By: HECTOR J. MONTES Vice President Managing Director EX-3.(I) 4 RESTATED ARTICLES OF INCORPORATION OF FPL DATED MARCH 23, 1992 EXHIBIT 3(a) RESTATED ARTICLES OF INCORPORATION OF FLORIDA POWER & LIGHT COMPANY Pursuant to Section 607.1007 of the Florida Statutes, Florida Power & Light Company, a Florida corporation (the "Company"), hereby certifies that: (1) these Restated Articles of Incorporation solely restate and integrate the Restated Articles of Incorporation, as amended to the date hereof; (2) these Restated Articles of Incorporation do not contain an amendment requiring shareholder approval; and (3) these Restated Articles of Incorporation were duly adopted by the Board of Directors of the Company pursuant to a unanimous written consent dated as of March 23, 1992. The text of the Restated Articles of Incorporation of the Company is restated effective as of the date of filing with the Department of State, to read as follows: 1. The name of the corporation is FLORIDA POWER & LIGHT COMPANY. 2. The Company is organized for the purpose of transacting any or all lawful business. 3. (A) AUTHORIZED CAPITAL. All of the issued and unissued shares of Common Stock without par value of the Company, except for 1,000 such shares held of record on December 31, 1984 by FPL Group, Inc., a Florida corporation, are hereby cancelled. After giving effect to such cancellation, the total authorized capital stock of the Company shall consist of six classes of stock as follows: (1) 100,000 shares of 4 1/2% Preferred Stock of the par value of $100 each (hereinafter called "4 1/2% Preferred Stock"); (2) 50,000 shares of 4 1/2% Preferred Stock Series A of the par value of $100 each (hereinafter called "Series A Stock"); (3) 18,377,000 shares of Preferred Stock of the par value of $100 each (hereinafter called "Preferred Stock") of which 50,000 shall be 4 1/2% Preferred Stock Series B of the par value of $100 each; 62,500 shares shall be 4 1/2% Preferred Stock Series C of the par value of $100 each; 50,000 shares shall be 4.32% Preferred Stock Series D of the par value of $100 each; 50,000 shares shall be 4.35% Preferred Stock Series E of the par value of $100 each; 600,000 shares shall be 7.28% Preferred Stock Series F of the par value of $100 each; 400,000 shares shall be 7.40% Preferred Stock Series G of the par value of $100 each; 500,000 shares shall be 9.25% Preferred Stock Series H of the par value of $100 each; and 112,500 shares shall be 10.08% Preferred Stock Series J of the par value of $100 each; (4) 10,000,000 shares of Preferred Stock without par value (hereinafter called "No Par Preferred Stock"); (5) 5,000,000 shares of Subordinated Preferred Stock without par value (hereinafter called "Preference Stock"); (6) 1,000 shares of Common Stock without par value (hereinafter called "Common Stock"). (B) 4 1/2% PREFERRED STOCK, SERIES A STOCK, PREFERRED STOCK, NO PAR PREFERRED STOCK AND COMMON STOCK. Except as to variations provided for in paragraph (1) of this subsection (B), all shares of Preferred Stock and No Par Preferred Stock and each series thereof shall be alike and identical in every particular and all shares of Preferred Stock and No Par Preferred Stock and each series thereof shall be of equal rank and dignity with and have the distinguishing characteristics hereinafter described in this Section 3. Each series of the Preferred Stock shall have distinguishing characteristics of the Series A Stock hereinafter described in this Section which shall be read as though the designation of such series of the Preferred Stock were substituted for "Series A Stock" wherever such term "Series A Stock" hereinafter appears in this Section 3 (but such designation shall not be so substituted in: (i) paragraph (2) of subsection (B); (ii) paragraph (4)(c) of subsection (B); (iii) paragraph (4)(d) of subsection (B); (iv) paragraph (5) of subsection (B); (v) paragraphs (6)(b) and (6)(c) of subsection (B); (vi) subsection (C); (vii) subsection (D); (viii) subsection (E); and in each such case, except paragraphs (2) and (5) of this subsection (B) and subsections (C), (D) and (E) the shares of the Preferred Stock and each series thereof shall, irrespective of whether or not any shares of the 4 1/2% Preferred Stock or of the Series A Stock are at the time outstanding, be deemed to be shares of stock ranking on a parity with the 4 1/2% Preferred Stock or of the Series A Stock as to dividends or distributions). The shares of No Par Preferred Stock and each series thereof shall, irrespective of whether or not any shares of the 4 1/2% Preferred Stock or the Series A Stock are at the time outstanding, be deemed to be shares of stock ranking on a parity with the 4 1/2% Preferred Stock or the Series A Stock as to dividends or distributions. The distinguishing characteristics of each series of the Preferred Stock shall survive the redemption or other retirement of the Series A Stock. (1) The series of Preferred Stock and No Par Preferred Stock may vary in the following particulars: (a) the number of shares to constitute each such series and the distinctive designation thereof; (b) the annual rate or rates of dividends payable on shares of such series and the date from which such dividends shall commence to accrue; (c) the terms and conditions on which the shares of each such series may be redeemed or converted into another class of security and, subject to applicable provisions of the Certificate of Incorporation, as amended, the manner of effecting such redemption; (d) the sinking funds provisions, if any, for the redemption or purchase of shares of each such series; and (e) with respect to the No Par Preferred Stock only, variations with respect to whole or fractional voting rights and involuntary liquidation values. The different characteristics in (a), (b), (c), (d), and in (e) as to involuntary liquidation values, shall be stated and expressed in the resolution or resolutions providing for the issue of Preferred Stock or No Par Preferred Stock or any series thereof adopted by the Board of Directors or by the duly constituted Executive Committee or the duly constituted Stock Issuance Committee of the Company. Whole or fractional voting rights of the No Par Preferred Stock shall be as provided under paragraph (3) of subsection (D) hereunder. (2) The 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock, and the No Par Preferred Stock, pari passu, each with the other, shall be entitled, but only when as declared by the Board of Directors, out of funds legally available for the payment of dividends, in preference to the Preference Stock and the Common Stock, to dividends at the rate per share of four and one-half per centum (4 1/2%) per annum of the par value thereof, and no more in the case of the 4 1/2% Preferred Stock and the Series A Stock, and to dividends at the rate fixed by the Board of Directors or Executive Committee or Stock Issuance Committee pursuant to paragraph (1) of this subsection (B) for each series of the Preferred Stock and the No Par Preferred Stock, payable quarterly on December 1, March 1, June 1, and September 1 of each year to stockholders of record as of a date, not exceeding thirty (30) days and not less than ten (10) days preceding such dividend payment dates, to be fixed by the Board of Directors, such dividends to be cumulative from the dividend date immediately preceding the date of issue of the share to which such dividends shall pertain. Dividends in full shall not be paid or set apart for payment on the 4 1/2% Preferred Stock, or on the Series A Stock, or on the Preferred Stock, or on the No Par Preferred Stock for any dividend period unless dividends in full have been or are contemporaneously paid or set apart for payment on all outstanding shares of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock for such dividend period and for all prior dividend periods. When the stated dividends are not paid in full on the 4 1/2% Preferred Stock, or on the Series A Stock, or on the Preferred Stock, or on the No Par Preferred Stock the shares of 4 1/2% Preferred Stock, Series A Stock, Preferred Stock and No Par Preferred Stock shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were paid in full. A "dividend period" is the period between any two consecutive dividend payment dates, including the first of such dates. Dividends may be paid upon the Preference Stock or the Common Stock only when dividends have been paid or funds have been set apart for the payment of dividends as aforesaid on the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock from the dates after which dividends thereon became cumulative to the end of the dividend period then current, and when all payments have been made or funds have been set aside for payments then or theretofore due under the terms of any sinking fund for the purchase or redemption of Series A Stock, Preferred Stock and No Par Preferred Stock. (3) (a) So long as any shares of 4 1/2% Preferred Stock or Series A Stock are outstanding, the Company shall not, without the consent (given by a vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the 4 1/2% Preferred Stock, and at least two-thirds of the total number of shares of the Series A Stock then outstanding create or authorize any new stock ranking prior to the 4 1/2% Preferred Stock or to the Series A Stock as to dividends, or in liquidation, dissolution, winding up or other distribution, or create or authorize any security convertible into shares of any such stock. (b) So long as any shares of 4 1/2% Preferred Stock are outstanding, the Company shall not without the consent (given by a vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the 4 1/2% Preferred Stock then outstanding amend, alter, change or repeal any of the express terms of the 4 1/2% Preferred Stock then outstanding in a manner substantially prejudicial to the holders thereof. (c) So long as any shares of Series A Stock are outstanding, the Company shall not without the consent (given by a vote at a meeting called for that purpose) of at least two-thirds of the total number of shares of the Series A Stock then outstanding amend, alter, change or repeal any of the express terms of the Series A Stock then outstanding in a manner substantially prejudicial to the holders thereof. (d) So long as any shares of the No Par Preferred Stock are outstanding, the Company shall not without the consent (given by a vote of the No Par Preferred Stock and all other preferred stocks ranking on a parity with the No Par Preferred Stock as to dividends or distributions, together as a class at a meeting called for that purpose) of the holders of at least two-thirds of the total number of votes attributable to the then outstanding No Par Preferred Stock and such other preferred stocks: (i) amend, alter or repeal any of the rights, preferences or powers of any series of the outstanding No Par Preferred Stock so as to alter materially any such rights, preferences or powers; or (ii) create or authorize any new stock ranking prior to the No Par Preferred Stock as to dividends or in liquidation, dissolution, winding up or other distribution or create or authorize any security convertible into shares of any such stock; provided, however, that with respect to (i) above, preferred stocks other than the No Par Preferred Stock shall be entitled to vote as a member of said voting class only if the same right, preference or power of such preferred stocks are proposed to be materially amended, altered or repealed in substantially the same manner, and provided further that if any such amendment, alteration or repeal would alter materially the rights, preferences or powers of one or more, but not all, of the series of the No Par Preferred Stock or other preferred stocks ranking on a parity with the No Par Preferred Stock as to distributions, at the time outstanding, such consent shall be required only of the holders of at least two-thirds of the total number of votes attributable to the outstanding shares of all series so affected, voting as a class. The consent required under this paragraph (3) (d) shall be in addition to such vote as may be required by Florida law. (4) So long as any shares of the 4 1/2% Preferred Stock or Series A Stock are outstanding, the Company shall not, without the consent (given by a vote at a meeting called for that purpose) of the holders of a majority of the total number of shares of the 4 1/2% Preferred Stock and of a majority of the total number of shares of the Series A Stock then outstanding, and so long as any shares of the No Par Preferred Stock are outstanding, the Company shall not without the consent (given by vote of the No Par Preferred Stock and all other preferred stocks ranking on a parity with the No Par Preferred Stock as to dividends or distributions, together as a class at a meeting called for that purpose) of the holders of a majority of the total number of votes attributable to the then outstanding No Par Preferred Stock and such other preferred stocks: (a) merge or consolidate with or into any other corporation or corporations or sell or otherwise dispose of all or substantially all of the assets of the Company, unless such merger or consolidation or sale or other disposition or the exchange, issuance or assumption of all securities to be issued or assumed in connection with any such merger or consolidation or sale or other disposition, shall have been ordered, approved or permitted by the regulatory authorities of the state or states or of the United States of America having jurisdiction with respect to such merger or consolidation or sale or other disposition or exchange, issuance or assumption of securities; provided that the provisions of this subparagraph (a) shall not apply to a purchase or other acquisition by the Company of franchises or assets of another corporation in any manner which does not involve a merger or consolidation; or (b) issue any unsecured notes, debentures or other securities representing unsecured indebtedness, or otherwise assume or incur any such unsecured indebtedness, for purposes other than (i) the refunding of any outstanding unsecured indebtedness theretofore issued or assumed by the Company, (ii) the reacquisition, redemption or other retirement of any indebtedness issued or assumed by the Company, or (iii) the reacquisition, redemption or other retirement of all outstanding shares of the 4 1/2% Preferred Stock and of all outstanding shares of the Series A Stock and of all outstanding shares of any other class or series of stock ranking on a parity, as to dividends, or in liquidation, dissolution, winding up or other distribution, with the 4 1/2% Preferred Stock and the Series A Stock, if immediately after issuing, assuming or incurring such debt the total principal amount of all outstanding unsecured notes, debentures or other securities representing unsecured indebtedness of the Company, including unsecured indebtedness then to be issued, assumed or incurred would exceed 20% of the aggregate of (a) the total principal amount of all bonds or other securities representing secured indebtedness issued or assumed by the Company and then to be outstanding, and (b) the capital and surplus of the Company as then to be stated on the books of account of the Company; or (c) issue, sell, or otherwise dispose of any shares of the 4 1/2% Preferred Stock in excess of 100,000 shares thereof or any shares of the Series A Stock in excess of 50,000 shares thereof, or any shares of any other class of stock ranking prior to, or on parity with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends, or in liquidation, dissolution, winding up or other distribution, unless the net income of the Company determined, after provision for depreciation and all taxes and in accordance with generally accepted accounting practices, to be available for the payment of dividends for a period of twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the issuance, sale or disposition of such stock, is at least equal to twice the annual dividend requirements on all outstanding shares of the 4 1/2% Preferred Stock and of the Series A Stock and of all other classes of stock ranking prior to, or on a parity with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends or distributions, including the shares proposed to be issued, and unless the gross income of the Company for such period, determined in accordance with generally accepted accounting practices (but in any event after deducting the amount for said period charged by the Company on its books to depreciation expense and all taxes) to be available for the payment of interest, shall have been at least one and one-half times the sum of (i) the annual interest charges on all interest bearing indebtedness of the Company and (ii) the annual dividend requirements on all outstanding shares of the 4 1/2% Preferred Stock and of the Series A Stock and of all other classes of stock ranking prior to or on a parity with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends or distributions, including the shares proposed to be issued; provided, that there shall be excluded from the foregoing computation interest charges on all indebtedness and dividends on all shares of stock which are to be retired in connection with the issue of such additional shares; and provided, further, that in any case where such additional shares are to be issued in connection with the acquisition of new property, the gross income and the net income of the property to be so acquired may be included on a pro forma basis in the foregoing computation, computed on the same basis as the gross income and the net income of the Company; or (d) issue, sell, or otherwise dispose of any shares of the 4 1/2% Preferred Stock in excess of 100,000 shares thereof, or any share of the Series A Stock in excess of 50,000 shares thereof, or any shares of any other class of stock ranking prior to, or on a parity with the 4 1/2% Preferred Stock or the Series A Stock as to dividends or distributions, unless the aggregate of the capital of the Company applicable to the Common Stock and the surplus of the Company shall not be less than the aggregate amount payable on the involuntary liquidation, dissolution, or winding up of the Company, in respect of all shares of the 4 1/2% Preferred Stock and of the Series A Stock and all shares of stock, if any, ranking prior thereto, or on a parity therewith, as to dividends or distributions, which will be outstanding after the issue of the shares proposed to be issued; provided, that if, for the purposes of meeting the requirements of this subparagraph (d), it becomes necessary to take into consideration any earned surplus of the Company, the Company shall not thereafter pay any dividends on shares of Common Stock which would result in reducing the Company's Common Stock Equity (the words "Common Stock Equity" meaning the sum of the stated value of the outstanding Common Stock and the earned surplus and the capital and paid-in surplus of the Company, whether or not available for the payment of dividends on the Common Stock) to an amount less than the aggregate amount payable, on involuntary liquidation, dissolution, or winding up of the Company, on all shares of the 4 1/2% Preferred Stock, of the Series A Stock and of any stock ranking prior to, or on a parity with, the 4 1/2% Preferred Stock or the Series A Stock as to dividends or distributions, at the time outstanding. (5) In the event of any voluntary liquidation, dissolution or winding up of the Company, the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock, pari passu, with each with the other, shall have a preference over the Preference Stock and the Common Stock until an amount equal to the then current redemption price of all shares of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock shall have been paid. In the event of any involuntary liquidation, dissolution or winding up of the Company, which shall include any such liquidation, dissolution or winding up which may arise out of or result from the condemnation or purchase of all or a major portion of the properties of the Company by (i) the United States Government or any authority, agency or instrumentality thereof, (ii) a state of the United States or any authority, agency or instrumentality thereof, or (iii) a district, cooperative or other association or entity not organized for profit, the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock, pari passu, each with the other, shall also have a preference over the Preference Stock and the Common Stock until: the full par value of all shares of the 4 1/2% Preferred Stock, the Series A Stock, and of the Preferred Stock, the involuntary liquidation value established by the Board of Directors or Executive Committee or Stock Issuance Committee pursuant to paragraph (1) of this subsection (B) with respect to the No Par Preferred Stock and, in each case, an amount equal to all accumulated and unpaid dividends thereon shall have been paid by dividends or distribution. If the assets distributable on any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, shall be insufficient to permit the payment to the holders of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock of the full amounts to which they respectively are entitled as aforesaid, then said assets shall be distributed ratably among the holders of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock in proportion to the sums which would be payable on such liquidation, dissolution or winding up if all such sums were paid in full. (6) (a) The Company, by a majority vote of its Board of Directors, may at any time redeem all of said 4 1/2% Preferred Stock or may from time to time redeem any part thereof, by paying in cash a redemption price consisting of the sum of (i) $103.50 if redeemed prior to September 1, 1952, $102.50 if redeemed thereafter and prior to September 1, 1957, $101.50 if redeemed thereafter and prior to September 1, 1962, and $101.00 if redeemed on or after September 1, 1962, and (ii) an amount equal to accumulated and unpaid dividends in each case, if any, to the date of redemption. (b) The Company, by a majority vote of its Board of Directors, may at any time redeem all of said Series A Stock or may from time to time redeem any part thereof, by paying in cash a redemption price consisting of the sum of (i) $3.00 per share if redeemed within the first five (5) years after the first date from which dividends on any shares of such stock shall become cumulative, $2.00 per share if redeemed within the second five (5) years after the first date from which dividends on any shares of such stock shall become cumulative, and $1.00 per share if redeemed subsequent to ten (10) years after the first date from which dividends on any shares of such stock shall become cumulative, (ii) in each instance an amount equivalent to the public offering price per share upon the initial issuance of such Series A Stock and (iii) an amount equivalent to the accumulated and unpaid dividends in each case, if any, to the date of redemption. The "public offering price" of such Series A Stock, for the purpose of determination of the redemption price thereof, shall be the price (exclusive of an amount equivalent to accumulated dividends) at which the initial issue of such Series A Stock is offered for sale publicly by the Company or by underwriters or investment bankers, provided however, that if there shall be no public offering of the initial issue of the Series A Stock, the public offering price of the initial issue of the Series A stock shall, for this purpose, be deemed to be the price (exclusive of an amount equivalent to accumulated dividends) paid by the purchaser or purchasers of the initial issue of such Series A Stock to the Company. (c) Notice of the intention of the Company to redeem all or any part of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock or the No Par Preferred Stock shall be mailed not less than thirty days nor more than sixty days before the date of redemption to each holder of record of 4 1/2% Preferred Stock, Series A Stock, the Preferred Stock or No Par Preferred Stock to be redeemed, at his post office address as shown by the Company's records and not less than thirty days nor more than sixty days notice of such redemption may be published in such manner as may be prescribed by resolution of the Board of Directors of the Company; and, in the event of such publication, no defect in the notice so mailed or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares so to be redeemed. Contemporaneously with the mailing or the publication of such notice as aforesaid or at any time thereafter prior to the date of redemption, the Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York, or in the City of Miami, Florida, or, in the case of the Preferred Stock (other than Series B through M thereof for which such depository shall be the same as for the Series A Stock) and the No Par Preferred Stock, any bank or trust company located anywhere in the United States of America and acting as registrar or transfer agent with respect to such stock, named in such notice, payable to the order of the record holders of the shares so to be redeemed, on the endorsement and surrender of their certificates, and thereupon said holders shall cease to be stockholders with respect to such shares; and from and after the making of such deposit such holders shall have no interest in or claim against the Company with respect to said shares, but shall be entitled only to receive such moneys from said bank or trust company, with interest, if any, allowed by such bank or trust company on such moneys deposited as in this paragraph provided, on endorsement and surrender of their certificates, as aforesaid. Any moneys so deposited, plus interest thereon, if any, remaining unclaimed at the end of six years from the date fixed for redemption, if thereafter requested by resolution of the Board of Directors, shall be repaid to the Company, and in the event of such repayment to the Company, such holders of record of the shares so redeemed as shall not have made claim against such moneys prior to such repayment to the Company shall be deemed to be unsecured creditors of the Company for an amount, without interest, equivalent to the amount deposited, plus interest thereon, if any, allowed by such bank or trust company, as above stated, for the redemption of such shares and so paid to the Company. Shares of the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock or the No Par Preferred Stock which have been redeemed shall not be reissued. If less than all of the shares of the 4 1/2% Preferred Stock or the Series A Stock are to be redeemed, the shares to be redeemed shall be selected by lot, and if less than all of the shares of any series of the Preferred Stock (other than Series B through M thereof which shall be redeemed by lot) or the No Par Preferred Stock are to be redeemed, the shares to be redeemed shall be selected by lot or pro rata, in such manner as the Board of Directors of the Company shall determine, by an independent bank or trust company selected for that purpose by the Board of Directors of the Company. Nothing in this paragraph contained shall limit any right of the Company to purchase or otherwise acquire any shares of 4 1/2% Preferred Stock, Series A Stock, the Preferred Stock or No Par Preferred Stock. (7) For the purpose of this paragraph (7): (a) the term "Common Stock Equity" shall mean the sum of the stated value of the outstanding Common Stock and the earned surplus and the capital and paid-in surplus of the Company, whether or not available for the payment of dividends on the Common Stock; (b) the term "total capitalization" shall mean the sum of the stated capital applicable to the outstanding stock of all classes of the Company, the earned surplus and the capital and paid-in surplus of the Company, whether or not available for the payment of dividends on the Common Stock of the Company, any premium on capital stock of the Company and the principal amount of all outstanding debt of the Company maturing more than twelve months after the date of the determination of the total capitalization; and (c) the term "dividends on Common Stock" shall embrace dividends on Common Stock (other than dividends payable only in shares of Common Stock), distributions on, and purchases or other acquisitions for value of, any Common Stock of the Company or other stock, if any, subordinate to the 4 1/2% Preferred Stock, the Series A Stock and the No Par Preferred Stock. Subject to the rights of the holders of the 4 1/2% Preferred Stock, the Series A Stock, the No Par Preferred Stock and the Preference Stock and subordinate thereto (and subject and subordinate to the rights of any class of stock hereafter authorized), the Common Stock alone shall receive all dividends and shares in liquidation, dissolution, winding up or other distribution. So long as any shares of the 4 1/2% Preferred Stock, the Series A Stock or the No Par Preferred Stock are outstanding, the Company shall not declare or pay any dividends on the Common Stock, except as follows: (a) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 20% of total capitalization, the Company shall not declare such dividends in an amount which, together with all other dividends on Common Stock declared within the year ending with and including the date of such dividend declaration, exceeds 50% of the net income of the Company available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared; and (b) If and so long as the Common Stock Equity at the end of the calendar month immediately preceding the date on which a dividend on Common Stock is declared is, or as a result of such dividend would become, less than 25% but not less than 20% of total capitalization, the Company shall not declare dividends on the Common Stock in an amount which, together with all other dividends on Common Stock declared within the year ending with and including the date of such dividend declaration, exceeds 75% of the net income of the Company available for dividends on the Common Stock for the twelve full calendar months immediately preceding the month in which such dividends are declared; and (c) At any time when the Common Stock Equity is 25% or more of total capitalization, the Company may not declare dividends on shares of the Common Stock which would reduce the Common Stock Equity below 25% of total capitalization, except to the extent provided in subparagraphs (a) and (b) above. (C) PREFERENCE STOCK. The Board of Directors or Executive Committee or Stock Issuance Committee is hereby expressly authorized, at any time or from time to time, to divide any or all of the shares of Preference Stock into series, and, before issuance, in the resolution or resolutions providing for the issue of shares of a particular series, to fix and determine the designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights, and other special or relative rights in respect of the Preference Stock as a class, or of the particular series so established (except as otherwise expressly provided herein for all series) or both, to the fullest extent now or hereafter permitted by the laws of the State of Florida, including the rights of the Preference Stock as a class and the variations between different series in the following respects: (1) the number of shares to constitute each such series and the distinctive designation thereof; (2) the dividend terms, and the dates from which dividends shall commence to accrue; (3) the redemption price or prices for shares and the terms and conditions on which such shares may be redeemed; (4) the sinking fund provisions, if any, for the redemption or purchase of shares; (5) the preferential amount or amounts payable on shares in the event of the voluntary liquidation of the Company; (6) the voting rights, if any, for the election of directors and for all other purposes; (7) the terms and conditions, if any, upon which shares may be converted and the class or classes or series of shares of the Company into which such shares may be converted; and (8) such other terms, limitations and relative rights and preferences, if any, of shares of Preference Stock as a class and of any such series of Preference Stock as the Board of Directors or Executive Committee or Stock Issuance Committee may, at the time of such resolution, lawfully fix and determine under the laws of the State of Florida. The Preference Stock shall constitute a class of stock subordinate to the 4 1/2% Preferred Stock, Series A Stock, Preferred Stock, and No Par Preferred Stock as to dividends and in distribution. So long as any shares of 4 1/2% Preferred Stock, Series A Stock, Preferred Stock, or No Par Preferred Stock shall be outstanding, the preferences, privileges, rights and powers granted to or imposed upon the Preference Stock or any series thereof shall have no effect whatever on the preferences, privileges, rights and powers of the 4 1/2% Preferred Stock, Series A Stock, Preferred Stock, and No Par Preferred Stock which shall retain the rights and shall be and remain prior in all respects to the Preference Stock. All shares of Preference Stock shall be of equal rank with each other, regardless of series, and shall be identical with each other in all respects except as provided pursuant to the first sentence of this subsection (C). (1) Dividends. Out of the funds of the Company legally available for dividends, the holders of each series of the Preference Stock at the time outstanding shall be entitled to receive, if and when declared payable by the Board of Directors, such dividend as may be provided for that particular series by the Board of Directors or Executive Committee or Stock Issuance Committee pursuant to the first sentence of this subsection (C). Dividends may be paid upon the Common Stock only when dividends have been paid or funds have been set apart for the payment of dividends on the Preference Stock, and when all payments have been made or funds have been set aside for payments then or theretofore due under the terms of any sinking fund for the purpose of redemption or purchase of Preference Stock. (2) Preference of the Preference Stock on Liquidation, etc. In the event of any liquidation, dissolution or winding up of the Company, the holders of each series of the Preference Stock shall be entitled to receive an amount for each share hereof, equivalent to the fixed liquidation price for such series plus, in case such liquidation, dissolution or winding up shall have been voluntary, the fixed liquidation premium, if any, for such series, together in all cases with an amount equal to all dividends accrued or in arrears thereon to the date fixed for such payment, before any distribution of assets shall be made to the holders of the Common Stock or any other class of stock subordinate to the Preference Stock as to dividends or in distribution; but the holders of the Preference Stock shall be entitled to no further participation in such distribution, unless otherwise provided by the Board of Directors or Executive Committee or Stock Issuance Committee in the resolution or resolutions providing for the issuance of shares of a particular series. If upon any such liquidation, dissolution or winding up, whether voluntary or involuntary, the assets distributable among the holders of the Preference Stock shall be insufficient to permit the payment of the full preferential amounts aforesaid, then such assets shall be distributed among the holders of all series of the Preference Stock then outstanding, ratably per share in proportion to the full preferential amounts per share to which they are respectively entitled as hereinbefore provided. A consolidation or merger of the Company, a sale or transfer of all or substantially all of its assets as an entirety, or any purchase or redemption of stock of the Company of any class, shall not be regarded as a "liquidation, dissolution or winding up" of the Company within the meaning of this paragraph (2). (3) Redemption, Repurchase and Retirement of the Preference Stock. The Company, at its option, expressed by vote of its Board of Directors or Executive Committee or Stock Issuance Committee, may at any time or from time to time redeem the whole or any part of the Preference Stock or of any series thereof at the applicable redemption price, as established by the Board of Directors or Executive Committee, for each such series to be redeemed. Notice of any proposed redemption of any shares of Preference Stock, the manner in which the same shall be carried out, and the rights and obligations of the Company and the holders of record of the shares of Preference Stock to be redeemed shall be as provided in paragraph (6)(c) of subsection (B) hereof, which paragraph shall be read as though the designation of Preference Stock were substituted for No Par Preferred Stock wherever such term No Par Preferred Stock appears in paragraph (6)(c) of subsection (B). (D) Subject to the provisions of subsection (E) of this Section 3: (1) The Common Stock shall have power to vote, and each holder of such Common Stock shall be entitled to one vote, in person or by proxy, for each share of such stock standing in his name on the books of the Company. (2) Except as expressly provided in this Section 3, the 4 1/2% Preferred Stock, the Series A Stock, the Preferred Stock and the No Par Preferred Stock shall have no power to vote. (3) When so entitled, the holders of No Par Preferred Stock shall have one vote for every $100 liquidation value established by the Board of Directors or the Executive Committee or the Stock Issuance Committee, provided that amounts less than $100 shall be afforded their proportional fractional vote. (4) The Preference Stock shall be entitled to such voting rights, if any, as may be provided in the resolution or resolutions of the Board of Directors or Executive Committee or Stock Issuance Committee. (E) Notwithstanding the provisions of paragraphs (1) and (2) of subsection (D) of this Section 3 and subject to any rights of the holders of the Preference Stock: (1) If and when dividends payable on any of the Preferred Stock (which, for the purposes of this subsection (E), shall be deemed to be the 4 1/2% Preferred Stock, the Series A Stock, and such other preferred stock, ranking on a parity with the 4 1/2% Preferred Stock and the Series A Stock as to dividends and distributions, as may be lawfully issued) shall be in default in an amount equal to four full quarterly payments or more per share, and thereafter until all dividends on any of the Preferred Stock in default shall have been paid, the holders of all of the then outstanding Preferred Stock, voting as a class (with voting rights of the No Par Preferred Stock determined in accordance with paragraph (3) of subsection (D), in contradistinction to the Common Stock as a class, shall be entitled to elect the smallest number of directors necessary to constitute a majority of the full Board of Directors, and the holders of Common Stock, voting separately as a class, shall be entitled to elect the remaining directors of the Company, anything in this Agreement of Consolidation to the contrary notwithstanding. The terms of office, as directors, of all persons who may be directors of the Company at the time, shall terminate upon the election of a majority of the Board of Directors by the holders of the Preferred Stock, except that if the holders of the Common Stock shall not have elected the remaining directors of the Company, then, and only in that event, the directors of the Company in office just prior to the election of a majority of the Board of Directors by the holders of the Preferred Stock shall elect the remaining directors of the Company. Thereafter, while such default continues and a majority of the Board is being elected by the holders of the Preferred Stock, the remaining directors, whether elected by directors, as aforesaid, or whether originally or later elected by holders of the Common Stock, shall continue in office until their successors are elected by holders of the Common Stock and shall qualify. The term of office of the directors so elected by the holders of the Preferred Stock, voting as a class, and of the directors elected by the holders of the Common Stock, voting separately as a class shall be until the next annual meeting or until the privilege of the preferred stockholders to elect directors shall terminate as hereinafter provided, whichever shall be the earlier date, and until their successors shall have been elected and shall have qualified. (2) If and when all dividends then in default on any of the Preferred Stock then outstanding shall be paid (such dividends to be declared and paid out of any funds legally available therefor as soon as reasonably practicable), the holders of the Preferred Stock shall be divested of any privilege with respect to the election of directors which is conferred upon the holders of such Preferred Stock under this subsection (E) and the voting power of the holders of the Preferred Stock and the holders of the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on any of the Preferred Stock were not paid in full, but always subject to the same provisions for vesting such privilege in the holders of the Preferred Stock in case of further like default or defaults in the payment of dividends thereon. Upon termination of any such voting privilege upon payment of all accumulated and defaulted dividends on the Preferred Stock, the terms of office of all persons who have been elected directors of the Company by vote of the holders of the Preferred Stock as a class, pursuant to such voting privilege, shall forthwith terminate, and the resulting vacancies shall be filled by the vote of a majority of the remaining directors. (3) In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preferred Stock, voting as a class, the remaining directors elected by the holders of the Preferred Stock, by affirmative vote or a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Common Stock, voting separately as a class, the remaining directors elected by the holders of the Common Stock, by affirmative vote of a majority thereof, or the remaining director so elected if there be but one, may elect a successor or successors to hold office for the unexpired term or terms of the director or directors whose place or places shall be vacant. (4) Whenever dividends on Preferred Stock shall be in default as provided in paragraph (1) of this subsection (E), it shall be the duty of the President, a Vice President or the Secretary of the Company, forthwith to cause notice to be given to the holders of the outstanding Preferred Stock and to the holders of the Common Stock of a meeting to be held at such time as the Company's officers may fix, not less than ten (10) nor more than sixty (60) days after the accrual of such privilege, for the purpose of electing directors. Each holder of record of any of the Preferred Stock, or his legal representative, shall be entitled at such meeting to one vote for each share of Preferred Stock standing in his name on the books of the Company, or, in the case of the No Par Preferred Stock, such vote as is determined in accordance with paragraph (3) of subsection (D). At all meetings of stockholders held for the purpose of electing directors during such time as the holders of the Preferred Stock shall have the special right, voting separately as a class, to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Common Stock shall be required to constitute a quorum of such class of the election of directors, and the presence in person or by proxy of the holders of a majority of the outstanding Preferred Stock, including, in the case of the No Par Preferred Stock, a majority of the votes attributable to the outstanding No Par Preferred Stock, considered together as a class shall be required to constitute a quorum of such class for the election of directors; provided, however, that the absence of a quorum of the holders of either such Preferred Stock or Common Stock shall not prevent the election at any such meeting or adjournment thereof of directors by such other class, if the necessary quorum of the holders of stock of such other class is present in person or by proxy at such meeting or any adjournment thereof; and provided, further, that in the event a quorum of the holders of the Common Stock is present but a quorum of the holders of the Preferred Stock is not present, then the election of the directors elected by holders of the Common Stock shall not become effective and directors so elected by the holders of Common Stock shall not assume their offices and duties until the holders of the Preferred Stock, with a quorum present, shall have elected the directors they shall be entitled to elect; and provided, further, that in the absence of a quorum of holders of stock of either class, a majority of the holders of the stock of the class which lacks a quorum who are present in person or by proxy shall have power to adjourn the election of the directors to be elected by such class from time to time without notice other than announcement at the meeting, until the requisite quorum of holders of such class shall be present in person or by proxy, but such adjournment shall not be made to a date beyond the date for the mailing of the notice of the next annual meeting of the Company or special meeting in lieu thereof. (5) Voting privileges similar to those set forth in the preceding paragraphs (1), (2), (3) and (4) may be conferred upon any preferred stock hereafter authorized and, in that case, such preferred stock hereafter authorized shall have voting privileges equal to and concurrent with the voting privileges so set forth of the 4 1/2% Preferred Stock and the Series A Stock, and shall be deemed to be Preferred Stock for the purposes of this subsection (E). 4. The stockholders of the Company shall have no pre-emptive rights. 5. The corporation is to have perpetual existence. 6. The registered office of the corporation is at 9250 West Flagler Street, Miami, Florida 33174 and the name of the registered agent at such address is John T. Blount. 7. The number of directors of the corporation shall be as set forth in the by-laws. 8. For the regulation of the business and for the conduct of the affairs of the corporation, and to create, divide, limit and regulate the powers of the corporation, the Directors and each class of the stockholders, provision is made as follows: (a) No stockholder shall have any right to inspect any account, book or document of the corporation, except as conferred by statute or authorized by the Directors. (b) Any Director may be removed by the Board of Directors and the resulting vacancy shall be filled until the next Annual Meeting of Stockholders by the Directors remaining in office. (c) In limitation of the application of Section 25 of the Act of the Legislature of the State of Florida hereinbefore mentioned, it is hereby provided that said Section 25 shall not apply to the corporation; and it is further provided that the unanimous vote of all stockholders of the corporation shall be required for any amendment of this agreement of consolidation which would eliminate the provisions of this subdivision (c) or in any way alter or modify the same. (d) The stockholders may alter or amend the by-laws of the corporation by a majority vote of all the outstanding stock of the corporation entitled to vote given at any meeting duly held as provided in the by-laws, the notice of which includes notice of the proposed alteration or amendment. The Board of Directors may also alter or amend the by-laws at any time by affirmative vote of a majority of the Board of Directors given at a duly convened meeting of the Board of Directors, the notice of which includes notice of the proposed alteration or amendment, subject to the power of stockholders to change or repeal such by-laws. 9. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption with respect to such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by this resolution is hereby designated "8.70% Preferred Stock, Series K." (b) The 8.70% Preferred Stock, Series K, is hereby authorized to be issued in the amount of 750,000 shares. (c) The dividend rate of the 8.70% Preferred Stock, Series K, shall be $8.70 per share per annum and no more, payable quarterly on December 1, March 1, June 1 and September 1 of each year, commencing December 1, 1976, and dividends on the 750,000 shares shall commence to accrue from and after October 21, 1976. (d) The Company, by a majority vote of its Board of Directors, may at any time redeem all of the 8.70% Preferred Stock, Series K, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) $109.85 per share if redeemed on or prior to October 1, 1981; $107.00 per share if redeemed after October 1, 1981 and on or prior to October 1, 1986; $104.00 per share if redeemed after October 1, 1986 and on or prior to October 1, 1991; and $101.15 per share if redeemed after October 1, 1991; and (ii) In each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 8.70% Preferred Stock, Series K, shall not be redeemable prior to October 1, 1981, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with the Company's preferred stocks) sold, by or for the account of the Company, at an interest or dividend cost to it (calculated in accordance with generally accepted financial practice) of less than 8.70% per annum. (e) The manner of effecting such redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) Except as above set forth, the 8.70% Preferred Stock, Series K, shall possess all of the characteristics of the Company's said 4 1/2% Preferred Stock, Series A. 10. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption with respect to such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by this resolution is hereby designated "8.84% Preferred Stock, Series L." (b) The 8.84% Preferred Stock, Series L, is hereby authorized to be issued in the amount of 500,000 shares. (c) The dividend rate of the 8.84% Preferred Stock, Series L, shall be $8.84 per share per annum and no more, payable quarterly on December 1, March 1, June 1 and September 1 of each year, commencing December 1, 1978, and dividends on the 500,000 shares shall commence to accrue from and after August 29, 1978. Any dividend on the 500,000 shares which shall have accrued up to and including August 31, 1978 shall be set apart on September 1, 1978 for payment on December 1, 1978. (d) The Company, by a majority vote of its Board of Directors, may at any time redeem all of the 8.84% Preferred Stock, Series L, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) $109.84 per share if redeemed on or prior to August 1, 1983; $107.63 per share if redeemed after August 1, 1983, and on or prior to August 1, 1988; $105.42 per share if redeemed after August 1, 1988 and on or prior to August 1, 1993; and $103.21 per share if redeemed after August 1, 1993; and (ii) In each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 8.84% Preferred Stock, Series L, shall not be redeemable prior to August 1, 1983, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with the Company's preferred stocks) sold, by or for the account of the Company, at an interest or dividend cost to it (calculated in accordance with generally accepted financial practice) of less than 8.84% per annum. (e) The manner of effecting such redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) Except as above set forth, the 8.84% Preferred Stock, Series L, shall possess all of the characteristics of the Company's said 4 1/2% Preferred Stock, Series A. 11. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption and the sinking fund providing for the purchase of such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by this resolution is hereby designated "8.70% Preferred Stock, Series M." (b) The 8.70% Preferred Stock, Series M, is hereby authorized to be issued in the amount of 464,000 shares. (c) The dividend rate of the 8.70% Preferred Stock, Series M, shall be $8.70 per share per annum and no more, payable quarterly on December 1, March 1, June 1 and September 1 of each year, commencing December 1, 1979, and dividends on the 464,000 shares shall commence to accrue from and after August 14, 1979 or such later date as the shares are actually issued. Any dividend on the 464,000 shares which shall have accrued up to and including August 31, 1979 shall be set apart on September 1, 1979 for payment on December 1, 1979. (d) The Company, by a majority vote of its Board of Directors, may at any time redeem all of the 8.70% Preferred Stock, Series M, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $108.70 per share if redeemed on or prior to August 1, 1980; (b) $108.29 per share if redeemed on or prior to August 1, 1981; (c) $107.87 per share if redeemed on or prior to August 1, 1982; (d) $107.46 per share if redeemed on or prior to August 1, 1983; (e) $107.04 per share if redeemed on or prior to August 1, 1984; (f) $106.63 per share if redeemed on or prior to August 1, 1985; (g) $106.21 per share if redeemed on or prior to August 1, 1986; (h) $105.80 per share if redeemed on or prior to August 1, 1987; (i) $105.39 per share if redeemed on or prior to August 1, 1988; (j) $104.97 per share if redeemed on or prior to August 1, 1989; (k) $104.56 per share if redeemed on or prior to August 1, 1990; (l) $104.14 per share if redeemed on or prior to August 1, 1991; (m) $103.73 per share if redeemed on or prior to August 1, 1992; (n) $103.31 per share if redeemed on or prior to August 1, 1993; (o) $102.90 per share if redeemed on or prior to August 1, 1994; (p) $102.49 per share if redeemed on or prior to August 1, 1995; (q) $102.07 per share if redeemed on or prior to August 1, 1996; (r) $101.66 per share if redeemed on or prior to August 1, 1997; (s) $101.24 per share if redeemed on or prior to August 1, 1998; (t) $100.83 per share if redeemed on or prior to August 1, 1999; (u) $100.41 per share if redeemed on or prior to August 1, 2000; (v) $100.00 per share if redeemed on or prior to August 1, 2001 and thereafter; and (ii) In each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 8.70% Preferred Stock, Series M, shall not be redeemable prior to August 1, 1989, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with the Company's preferred stocks) sold, by or for the account of the Company, at an interest or dividend cost to it (calculated in accordance with generally accepted financial practice) of less than 8.70% per annum. (e) The manner of effecting such redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) As a sinking fund, the Company shall purchase on April 1 of each year, beginning on (i) April 1, 1985 and continuing to and through April 1, 1999, not less than 18,000 shares nor more than 45,000 shares and (ii) April 1, 2000 and continuing to and through April 1, 2004, not less than 46,000 shares nor more than 115,000 shares, of the 8.70% Preferred Stock, Series M, at a purchase price to be determined by the Board of Directors, plus an amount, in the case of each share, computed at the rate of $8.70 per annum, from the date on which dividends became cumulative to the date fixed for purchase less the aggregate of the dividends paid thereon prior to such purchase date; the option to purchase in excess of (i) 18,000 shares beginning on April 1, 1985 and continuing to and through April 1, 1999, and (ii) 46,000 shares beginning on April 1, 2000 and continuing to and through April 1, 2004, shall not be cumulative; any shares in excess of the minimum purchase requirements purchased by the Company through operation of the purchase provisions contained in this section shall be credited against the minimum purchase requirements in reverse chronological order beginning with the requirement for the year 2004; any shares purchased pursuant to this section shall be selected in such manner as the Board of Directors of the Company shall determine; if the Company shall be prevented, because of restriction or for any other reason, from purchasing on any April 1 the number of shares of the 8.70% Preferred Stock, Series M, which in the absence of such restriction or other reason it would be required to purchase during such period, the deficit shall be made good in the first succeeding calendar year in which the Company shall not be prevented by such restriction or other reason from purchasing shares of the 8.70% Preferred Stock, Series M. Notwithstanding the foregoing: (i) if in any year the net income of the Company for the preceding calendar year (which net income shall be determined in accordance with the accounting requirements of the regulatory authority of the State of Florida having jurisdiction of the Company and after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be less than half the sum of the sinking fund obligation for the 8.70% Preferred Stock, Series M, expressed in dollars, plus the maximum obligation, expressed in dollars, due during the year in which such current sinking fund payment for the Series M is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series of preferred stock or debt of the Company, then the Company's sinking fund for said Series M in such year shall be limited to such amount as it shall in its sole discretion determine; and (ii) if in any year the amount of such net income of the Company for the preceding calendar year (after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be not less than half, and not more than, the sum of the sinking fund obligation for the 8.70% Preferred Stock, Series M, expressed in dollars, plus the maximum obligation expressed in dollars, due during the year in which such current Series M sinking fund payment is due, for sinking funds (which cannot be met by the certification of property), purchase funds or other analogous devices, if any, for the retirement of any other series of preferred stock or debt of the Company, then the Company's Series M sinking fund obligation, expressed in dollars, in such year shall be the proportion of said amount so determined which the sinking fund obligation for the 8.70% Preferred Stock, Series M, expressed in dollars, bears to the maximum aggregate of all such sinking funds, purchase funds, or other analogous devices, if any, of the Company. The above-described sinking fund obligation of the Company is hereinafter referred to as the "Series M Sinking Fund." The term "Company" as used herein shall include its consolidated subsidiaries. Beginning on or prior to February 15, 1985, and on or prior to February 15 in each year thereafter, the Company shall deliver to the Transfer Agent for said Series M a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Company stating (i)(a) whether or not the Company's obligation, expressed in dollars, to purchase shares of Series M is limited by reason of subdivision (ii) above, and if so, the amount of such obligation as so limited, and (b) the number of shares of Series M as to which a Series M Sinking Fund purchase is to be made by the Company in such year, or (ii) that the net income of the Company for the preceding calendar year was such that the Company has no Series M Sinking Fund requirement in the current year, or (iii) that the making of a Series M Sinking Fund purchase by the Company, in the opinion of counsel for the Company accompanying such certificate, would or may be contrary to any applicable law or to a rule or regulation of a governmental authority having jurisdiction in the premises; provided, however, that if, on January 31 of any year, there are not funds legally available, in the opinion of the signer of such certificate and of counsel for the Company accompanying such certificate, for the payment of the current Series M Sinking Fund requirement, the Company may presume for the purpose hereof that the making of a Series M Sinking Fund purchase would be contrary to applicable law and the sinking fund payment need not be made. (g) The total number of shares to be purchased, redeemed or otherwise acquired and the number of shares to be purchased, redeemed or otherwise acquired from any holder shall be adjusted to the nearest full share so that fractional shares need not be purchased. (h) A failure of the Company to purchase any of the 8.70% Preferred Stock, Series M, pursuant to paragraph (f) above by reason of the failure of any holder thereof to tender such shares for purchase shall not be a violation of, or a default under, said paragraph (f). (i) Except as above set forth, the 8.70% Preferred Stock, Series M, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 12. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption and the sinking fund providing for the redemption or purchase of shares of such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by this resolution is hereby designated "14.38% Preferred Stock, Series N." (b) The 14.38% Preferred Stock, Series N, is hereby authorized to be issued in the amount of 323,900 shares. (c) The dividend rate of the 14.38% Preferred Stock, Series N, shall be $14.38 per share per annum and no more, payable quarterly on September 1, December 1, March 1 and June 1 of each year, commencing to accrue from and after the date of issuance. (d) The Company, by a majority vote of its Board of Directors, may at any time upon not less than 30 days notice redeem all of the 14.38% Preferred Stock, Series N, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $114.38 per share if redeemed on or prior to July 1, 1987; (b) $109.59 per share if redeemed on or prior to July 1, 1988; (c) $108.63 per share if redeemed on or prior to July 1, 1989; (d) $107.67 per share if redeemed on or prior to July 1, 1990; (e) $106.71 per share if redeemed on or prior to July 1, 1991; (f) $105.75 per share if redeemed on or prior to July 1, 1992; (g) $104.79 per share if redeemed on or prior to July 1, 1993. (h) $103.83 per share if redeemed on or prior to July 1, 1994; (i) $102.88 per share if redeemed on or prior to July 1, 1995; (j) $101.92 per share if redeemed on or prior to July 1, 1996; (k) $100.96 per share if redeemed on or prior to July 1, 1997; (l) $100.00 per share if redeemed on or prior to July 1, 1998; (m) $100.00 per share if redeemed on or prior to July 1, 1999; (n) $100.00 per share if redeemed on or prior to July 1, 2000; (o) $100.00 per share if redeemed on or prior to July 1, 2001; (p) $100.00 per share if redeemed on or prior to July 1, 2002; (q) $100.00 per share if redeemed on or prior to July 1, 2003; (r) $100.00 per share if redeemed on or prior to July 1, 2004; (s) $100.00 per share if redeemed on or prior to July 1, 2005; (t) $100.00 per share if redeemed on or prior to July 1, 2006; (u) $100.00 per share if redeemed on or prior to July 1, 2007 and thereafter; and (ii) in each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 14.38% Preferred Stock, Series N, shall not be redeemable prior to July 1, 1987, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with any series of the Company's Preferred Stock) sold, by or for the account of the Company, at an interest or dividend rate to it (calculated in accordance with generally accepted financial practice) of less than 14.38% per annum. (e) As a sinking fund, the Company will redeem on July 1 of each year, beginning with July 1, 1988, not less than 17,500 shares nor more than 35,000 shares of the 14.38% Preferred Stock, Series N, at a redemption price equal to $100 per share plus an amount, in the case of each share, computed at the rate of $14.38 per annum, from the date on which dividends on such share became cumulative to the date fixed for such redemption less the aggregate of the dividends paid thereon prior to such redemption date; the option to redeem in excess of 17,500 shares of the 14.38% Preferred Stock, Series N, on any July 1 will not be cumulative; shares of the 14.38% Preferred Stock, Series N, acquired or redeemed by the Company otherwise than through operation of the sinking fund may, at the option of the Company, be credited against subsequent minimum sinking fund requirements; if the Company shall be prevented, because of restriction or for any other reason, from acquiring or redeeming on any July 1 the number of shares of the 14.38% Preferred Stock, Series N, which in the absence of such restriction or other reason it would be required to acquire or redeem during such period, the deficit shall be made good in the first succeeding calendar year in which the Company shall not be prevented by such restriction or other reason from acquiring or redeeming shares of the 14.38% Preferred Stock, Series N. Notwithstanding the foregoing: (i) if in any year net income of the Company for the preceding calendar year (which net income shall be determined in accordance with the accounting requirements of the regulatory authority of the State of Florida having jurisdiction of the Company and after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be less than half the sum of the sinking fund obligation for the 14.38% Preferred Stock, Series N, expressed in dollars, plus the maximum obligation, expressed in dollars, due during the year in which such current sinking fund payment for the Series N is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's sinking fund for said Series N in such year shall be limited to such amount as it shall in its sole discretion determine; and (ii) if in any year the amount of such net income of the Company for the preceding calendar year (after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be not less than half, and not more than the sum of the sinking fund obligation for the 14.38% Preferred Stock, Series N, expressed in dollars, plus the maximum obligation expressed in dollars, due during the year in which such Series N sinking fund is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's Series N sinking fund obligation, expressed in dollars, in such year shall be the proportion of said amount so determined which the sinking fund obligation for the 14.38% Preferred Stock, Series N, expressed in dollars, bears to the maximum aggregate of all such sinking funds, purchase funds, or other analogous devices, if any, of the Company. The total number of shares to be redeemed or purchased and the number of shares to be redeemed or purchased from any holder shall be adjusted to the nearest full share so that fractional shares need not be purchased. The above-described sinking fund obligation of the Company is hereinafter referred to as the "Series N Sinking Fund" and is subject to the terms and conditions hereinafter set forth. The term "Company" as used herein shall include its consolidated subsidiaries. Beginning on or prior to February 15, 1988, and on or prior to February 15 in each year thereafter, the Company shall deliver to the Transfer Agent for said Series N a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Company stating (i)(a) whether or not the Company's obligation, expressed in dollars, to redeem shares of Series N is limited by reason of subdivision (ii) above, and if so, the amount of such obligation as so limited, and (b) the number of shares of Series N as to which a Series N Sinking Fund redemption is to be made by the Company in such year, or (ii) that the net income of the Company for the preceding calendar year was such that the Company has no Series N Sinking Fund requirement in the current year, or (iii) that the making of a Series N Sinking Fund redemption by the Company, in the opinion of counsel for the Company accompanying such certificate, would or may be contrary to any applicable law or to a rule or regulation of a governmental authority having jurisdiction in the premises, and the sinking fund payment need not be made; provided, however, that if, on January 31 of any year, there are not funds legally available, in the opinion of the signer of such certificate and of counsel for the Company accompanying such certificate, for the payment of the current Series N Sinking Fund requirement, the Company may presume for the purposes hereof that the making of a Series N Sinking Fund redemption would be contrary to applicable law, and the sinking fund payment need not be made. (f) The manner of effecting any redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (g) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 14.38% Preferred Stock, Series N. (h) Except as above set forth, the 14.38% Preferred Stock, Series N, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 13. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption and the sinking fund providing for the redemption or purchase of shares of such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by this resolution is hereby designated "11.32% Preferred Stock, Series O." (b) The 11.32% Preferred Stock, Series O, is hereby authorized to be issued in the amount of 650,000 shares. (c) The dividend rate of the 11.32% Preferred Stock, Series O, shall be $11.32 per share per annum and no more, payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 1983, and dividends on the 650,000 shares shall commence to accrue from and after the date of issuance. (d) The Company, by a majority vote of its Board of Directors, may at any time upon not less than 30 days notice redeem all of the 11.32% Preferred Stock, Series O, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $111.32 per share if redeemed on or prior to January 1, 1988. (b) $107.55 per share if redeemed on or prior to January 1, 1989; (c) $106.79 per share if redeemed on or prior to January 1, 1990; (d) $106.04 per share if redeemed on or prior to January 1, 1991; (e) $105.28 per share if redeemed on or prior to January 1, 1992; (f) $104.53 per share if redeemed on or prior to January 1, 1993; (g) $103.77 per share if redeemed on or prior to January 1, 1994; (h) $103.02 per share if redeemed on or prior to January 1, 1995; (i) $102.26 per share if redeemed on or prior to January 1, 1996; (j) $101.51 per share if redeemed on or prior to January 1, 1997. (k) $100.75 per share if redeemed on or prior to January 1, 1998. (l) $100.00 per share if redeemed on or prior to January 1, 1999 and thereafter; and (ii) in each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 11.32% Preferred Stock, Series O, shall not be redeemed prior to January 1, 1988, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with any series of the Company's Preferred Stock) sold, by or for the account of the Company, at an interest or dividend rate to it (calculated in accordance with generally accepted financial practice) of less than 11.32% per annum. (e) As a sinking fund, the Company will redeem on April 1 of each year, beginning with April 1, 1989, not less than 32,500 shares nor more than 65,000 shares of the 11.32% Preferred Stock, Series O, at a redemption price equal to $100 per share plus an amount, in the case of each share, computed at the rate of $11.32 per annum, from the date on which dividends on such share became cumulative to the date fixed for such redemption less the aggregate of the dividends paid thereon prior to such redemption date; the option to redeem in excess of 32,500 shares of the 11.32% Preferred Stock, Series O, on any April 1 will not be cumulative; shares of the 11.32% Preferred Stock, Series O, acquired or redeemed by the Company otherwise than through operation of the sinking fund may, at the option of the Company, be credited against subsequent minimum sinking fund requirements; if the Company shall be prevented, because of restriction or for any other reason, from acquiring or redeeming on any April 1 the number of shares of the 11.32% Preferred Stock, Series O, which in the absence of such restriction or other reason it would be required to acquire or redeem during such period, the deficit shall be made good in the first succeeding calendar year in which the Company shall not be prevented by such restriction or other reason from acquiring or redeeming shares of the 11.32% Preferred Stock, Series O. Notwithstanding the foregoing: (i) if in any year the net income of the Company for the preceding calendar year (which net income shall be determined in accordance with the accounting requirements of the regulatory authority of the State of Florida having jurisdiction of the Company and after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be less than half the sum of the sinking fund obligation for the 11.32% Preferred Stock, Series O, expressed in dollars, plus the maximum obligation, expressed in dollars, due during the year in which such current sinking fund payment for the Series O is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's sinking fund for said Series O in such year shall be limited to such amount as it shall in its sole discretion determine; and (ii) if in any year the amount of such net income of the Company for the preceding calendar year (after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year whether or not declared or paid) shall be not less than half, and not more than, the sum of the sinking fund obligation for the 11.32% Preferred Stock, Series O, expressed in dollars, plus the maximum obligation expressed in dollars, due during the year in which such Series O sinking fund is due, for sinking funds (which such Series O sinking fund is due, for sinking funds which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's Series O sinking fund obligation, expressed in dollars, in such year shall be the proportion of said amount so determined which the sinking fund obligation for the 11.32% Preferred Stock, Series O, expressed in dollars bears to the maximum aggregate of all such sinking funds, purchase funds, or other analogous devices, if any, of the Company. The total number of shares to be redeemed or purchased and the number of shares to be redeemed or purchased from any holder shall be adjusted to the nearest full share so that fractional shares need not be purchased. The above-described sinking fund obligation of the Company is hereinafter referred to as the "Series O Sinking Fund" and is subject to the terms and conditions hereinafter set forth. The term "Company" as used herein shall include its consolidated subsidiaries. Beginning on or prior to February 15, 1989, and on or prior to February 15 in each year thereafter, the Company shall deliver to the Transfer Agent for said Series O a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Company stating (i)(a) whether or not the Company's obligation, expressed in dollars, to redeem shares of Series O is limited by reason of subdivision (ii) above, and if so, the amount of such obligation as so limited, and (b) the number of shares of Series O as to which a Series O Sinking Fund redemption is to be made by the Company for the preceding calendar year was such that the Company has no Series O Sinking Fund requirement in the current year, or (iii) that the making of a Series O Sinking Fund redemption by the Company, in the opinion of counsel for the Company accompanying such certificate, would or may be contrary to any applicable law or to a rule or regulation of a governmental authority having jurisdiction in the premises, and the sinking fund payment need not be made; provided, however, that if, on January 31 of any year, there are not funds legally available, in the opinion of the signer of such certificate and of counsel for the Company accompanying such certificate, for the payment of the current Series O Sinking Fund requirement, the Company may presume for the purposes hereof that the making of a Series O Sinking Fund redemption would be contrary to applicable law, and the sinking fund payment need not be made. (f) The manner of effecting any redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (g) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 11.32% Preferred Stock, Series O. (h) Except as above set forth, the 11.32% Preferred Stock, Series O, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 14. RESOLVED, that the Stock Issuance Committee of the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock, $100 par value (Preferred Stock), of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, terms and conditions on which the shares may be redeemed and the manner of effecting redemption with respect to such new series of Preferred Stock as follows: (a) The new series of Preferred Stock established by the resolution is hereby designated "8.50% Preferred Stock, Series P." (b) The 8.50% Preferred Stock, Series P, is hereby authorized to be issued in the amount of 350,000 shares. (c) The dividend rate of the 8.50% Preferred Stock, Series P, shall be $8.50 per share per annum and no more, payable quarterly on September 1, December 1, March 1 and June 1 of each year, commencing September 1, 1986, and dividends on the 350,000 shares shall commence to accrue from and after May 29, 1986 or such later date as the shares are actually issued. Any dividend on the 350,000 shares which shall have accrued up to and including May 31, 1986, shall be set apart on June 1, 1986 for payment on September 1, 1986. (d) The Company, by a majority vote of its Board of Directors or by a unanimous vote taken at a meeting attended by a quorum of the Stock Issuance Committee of its Board of Directors, may at any time upon not less than 30 days notice redeem all of the 8.50% Preferred Stock, Series P, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $108.50 per share if redeemed on or prior to May 1, 1991; (b) $105.67 per share if redeemed on or prior to May 1, 1992; (c) $105.10 per share if redeemed on or prior to May 1, 1993; (d) $104.53 per share if redeemed on or prior to May 1, 1994; (e) $103.96 per share if redeemed on or prior to May 1, 1995; (f) $103.39 per share if redeemed on or prior to May 1, 1996; (g) $102.82 per share if redeemed on or prior to May 1, 1997; (h) $102.25 per share if redeemed on or prior to May 1, 1998; (i) $101.68 per share if redeemed on or prior to May 1, 1999; (j) $101.11 per share if redeemed on or prior to May 1, 2000; (k) $100.54 per share if redeemed on or prior to May 1, 2001; (l) $100.00 per share if redeemed on or prior to May 1, 2002 and thereafter; and (ii) in each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however that the shares of the 8.50% Preferred Stock, Series P, shall not be redeemed prior to May 1, 1991, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with any series of the Company's Preferred Stock) sold, by or for the account of the Company, at an interest or dividend rate to it (calculated in accordance with generally accepted financial practice) of less than 8.50% per annum. (e) The manner of effecting any redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 8.50% Preferred Stock, Series P. (g) Except as above set forth, the 8.50% Preferred Stock, Series P, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 15. RESOLVED, that the Stock Issuance Committee of the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock, $100 par value (Preferred Stock), of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, and the terms and conditions on which the shares may be redeemed, and the manner of effecting redemption and the sinking fund providing for the redemption or purchase of such new series of Preferred Stock, as follows: (a) The new series of Preferred Stock established by the resolution is hereby designated "6.84% Preferred Stock, Series Q." (b) The 6.84% Preferred Stock, Series Q, is hereby authorized to be issued in the amount of 500,000 shares. (c) The dividend rate of the 6.84% Preferred Stock, Series Q, shall be $6.84 per share per annum and no more, payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 1987, and dividends on the 500,000 shares shall commence to accrue from and after January 21, 1987 or such later date as the shares are actually issued. (d) The Company, by a majority vote of its Board of Directors or by a unanimous vote taken at a meeting attended by a quorum of the Stock Issuance Committee of its Board of Directors, may at any time upon not less than 30 days notice redeem all of the 6.84% Preferred Stock, Series Q, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $106.84 per share if redeemed on or prior to December 31, 1991; (b) $104.56 per share if redeemed on or prior to December 31, 1992; (c) $104.10 per share if redeemed on or prior to December 31, 1993; (d) $103.65 per share if redeemed on or prior to December 31, 1994; (e) $103.19 per share if redeemed on or prior to December 31, 1995; (f) $102.74 per share if redeemed on or prior to December 31, 1996; (g) $102.28 per share if redeemed on or prior to December 31, 1997; (h) $101.82 per share if redeemed on or prior to December 31, 1998; (i) $101.37 per share if redeemed on or prior to December 31, 1999; (j) $100.91 per share if redeemed on or prior to December 31, 2000; (k) $100.46 per share if redeemed on or prior to December 31, 2001; (l) $100.00 per share if redeemed on or prior to December 31, 2002 and thereafter; and (ii) in each case an amount equivalent to the accumulated and unpaid dividends, if any, to the date of redemption; provided, however, that the shares of the 6.84% Preferred Stock, Series Q, shall not be redeemed prior to January 1, 1992, directly or indirectly from or in anticipation of monies borrowed or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with any series of the Company's Preferred Stock) sold, by or for the account of the Company, at an interest or dividend rate to it (calculated in accordance with generally accepted financial practice) of less than 6.8653% per annum. (e) As a sinking fund, the Company will redeem on April 1 of each year, beginning with April 1, 1993, not less than 15,000 shares nor more than 30,000 shares of the 6.84% Preferred Stock, Series Q, at a redemption price equal to $100 per share plus an amount, in the case of each share, computed at the rate of $6.84 per annum, from the date on which dividends on such share became cumulative to the date fixed for such redemption, less the aggregate of the dividends paid thereon prior to such redemption date; the option to redeem in excess of 15,000 shares of the 6.84% Preferred Stock, Series Q, on any April 1 will not be cumulative; shares of the 6.84% Preferred Stock, Series Q, acquired or redeemed by the Company otherwise than through operation of the sinking fund may, at the option of the Company, be credited against subsequent minimum sinking fund requirements; if the Company shall be prevented, because of restriction or for any other reason, from acquiring or redeeming on any April 1 the number of shares of the 6.84% Preferred Stock, Series Q, which in the absence of such restriction or other reason it would be required to acquire or redeem during such period, the deficit shall be made good in the first succeeding calendar year in which the Company shall not be prevented by such restriction or other reason from acquiring or redeeming shares of the 6.84% Preferred Stock, Series Q. Notwithstanding the foregoing: (i) if in any year the net income of the Company for the preceding calendar year (which net income shall be determined in accordance with the accounting requirements of the regulatory authority of the State of Florida having jurisdiction of the Company and after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year, whether or not declared or paid) shall be less than half the sum of the sinking fund obligation for the 6.84% Preferred Stock, Series Q, expressed in dollars, plus the maximum obligation, expressed in dollars, due during the year in which such current sinking fund payment for the Series Q is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's sinking fund for said Series Q in such year shall be limited to such amount as it shall in its sole discretion determine; and (ii) if in any year the amount of such net income of the Company for the preceding calendar year (after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year, whether or not declared or paid) shall be not less than half, and not more than, the sum of the sinking fund obligation for the 6.84% Preferred Stock, Series Q, expressed in dollars, plus the maximum obligation expressed in dollars, due during the year in which such Series Q sinking fund is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's Series Q sinking fund obligation, expressed in dollars, in such year shall be the proportion of said amount so determined which the sinking fund obligation for the 6.84% Preferred Stock, Series Q, expressed in dollars, bears to the maximum aggregate of all such sinking funds, purchase funds, or other analogous devices, if any, of the Company. The total number of shares to be redeemed or purchased and the number of shares to be redeemed or purchased from any holder shall be adjusted to the nearest full share so that fractional shares need not be purchased. The above-described sinking fund obligation of the Company is hereinafter referred to as the "Series Q Sinking Fund" and is subject to the terms and conditions hereinafter set forth. The term "Company" as used herein shall include its consolidated subsidiary. Beginning on or prior to February 15, 1993, and on or prior to February 15 in each year thereafter, the Company shall deliver to the Transfer Agent for said Series Q a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Company stating (i)(a) whether or not the Company's obligation, expressed in dollars, to redeem shares of Series Q is limited by reason of subdivision (ii) above and if so, the amount of such obligation as so limited, and (b) the number of shares of Series Q as to which a Series Q Sinking Fund redemption is to be made by the Company in such year, or (ii) that the net income of the Company for the preceding calendar year was such that the Company has no Series Q Sinking Fund requirement in the current year, or (iii) that the making of a Series Q Sinking Fund redemption by the Company, in the opinion of counsel for the Company accompanying such certificate, would or may be contrary to any applicable law or to a rule or regulation of a governmental authority having jurisdiction in the premises, and the sinking fund payment need not be made; provided, however, that if on January 31 of any year, there are not funds legally available, in the opinion of the signer of such certificate and of counsel for the Company accompanying such certificate, for the payment of the current Series Q Sinking Fund requirement, the Company may presume for the purposes hereof that the making of a Series Q Sinking Fund redemption would be contrary to applicable law, and the sinking fund payment need not be made. (f) The manner of effecting any redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (g) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 6.84% Preferred Stock, Series Q. (h) Except as above set forth, the 6.84% Preferred Stock, Series Q, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 16. RESOLVED, that the Board of Directors hereby establishes and authorizes the issuance of a new series of the Preferred Stock, $100 par value (Preferred Stock), of the Company and hereby fixes the number of shares to constitute the new series and the distinctive designation of the new series, the annual rate of dividends payable on such shares and the date from which dividends shall commence to accrue, and the terms and conditions on which the shares may be redeemed, and the manner of effecting redemption and the sinking fund providing for the redemption or purchase of such new series of Preferred Stock, as follows: (a) The new series of Preferred Stock established by the resolution is hereby designated "8.625% Preferred Stock, Series R." (b) The 8.625% Preferred Stock, Series R, is hereby authorized to be issued in the amount of 500,000 shares. (c) The dividend rate of the 8.625% Preferred Stock, Series R, shall be $8.625 per share per annum and no more, payable quarterly on March 1, June 1, September 1 and December 1 of each year, commencing March 1, 1990, and dividends on the 500,000 shares shall commence to accrue from and after January 29, 1990 or such later date as the shares are actually issued. (d) The Company, by a majority vote of its Board of Directors, may at any time upon not less than 30 days' notice redeem all of the 8.625% Preferred Stock, Series R, or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $108.63 per share if redeemed on or prior to December 31, 1994; (b) $105.75 per share if redeemed on or prior to December 31, 1995; (c) $105.18 per share if redeemed on or prior to December 31, 1996; (d) $104.60 per share if redeemed on or prior to December 31, 1997; (e) $104.03 per share if redeemed on or prior to December 31, 1998; (f) $103.45 per share if redeemed on or prior to December 31, 1999; (g) $102.88 per share if redeemed on or prior to December 31, 2000; (h) $102.30 per share if redeemed on or prior to December 31, 2001; (i) $101.73 per share if redeemed on or prior to December 31, 2002; (j) $101.15 per share if redeemed on or prior to December 31, 2003; (k) $100.58 per share if redeemed on or prior to December 31, 2004; (l) $100.00 per share if redeemed on or prior to December 31, 2005 and thereafter; and (ii) in each case an amount equivalent to the accrued and unpaid dividends, if any, to the date of redemption; provided, however, that the shares of the 8.625% Preferred Stock, Series R, shall not be redeemed prior to January 1, 1995, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with any series of the Company's Preferred Stock) sold, by or for the account of the Company, at an interest or dividend rate to it (calculated in accordance with generally accepted financial practice) of less than 8.7334% per annum. (e) As a sinking fund, the Company will redeem on April 1 of each year, beginning with April 1, 1996, not less than 25,000 shares nor more than 50,000 shares of the 8.625% Preferred Stock, Series R, at a redemption price equal to $100 per share plus an amount, in the case of each share, computed at the rate of $8.625 per annum, from the date on which dividends on such share became cumulative to the date fixed for such redemption, less the aggregate of the dividends paid thereon prior to such redemption date; the option to redeem in excess of 25,000 shares of the 8.625% Preferred Stock, Series R, on any April 1 will not be cumulative; shares of the 8.625% Preferred Stock, Series R, acquired or redeemed by the Company otherwise than through operation of the sinking fund may, at the option of the Company, be credited against subsequent minimum sinking fund requirements; if the Company shall be prevented, because of restriction or for any other reason, from acquiring or redeeming on any April 1 the number of shares of the 8.625% Preferred Stock, Series R, which in the absence of such restriction or other reason it would be required to acquire or redeem during such period, the deficit shall be made good in the first succeeding calendar year in which the Company shall not be prevented by such restriction or other reason from acquiring or redeeming shares of the 8.625% Preferred Stock, Series R. Notwithstanding the foregoing: (i) if in any year the net income of the Company for the preceding calendar year (which net income shall be determined in accordance with the accounting requirements of the regulatory authority of the State of Florida having jurisdiction of the Company and after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year, whether or not declared or paid) shall be less than half the sum of the sinking fund obligation for the 8.625% Preferred Stock, Series R, expressed in dollars, plus the maximum obligation, expressed in dollars, due during the year in which such current sinking fund payment for the Series R is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's sinking fund for said Series R in such year shall be limited to such amount as it shall in its sole discretion determine; and (ii) if in any year the amount of such net income of the Company for the preceding calendar year (after deducting from such net income one year's dividend requirement on any preferred stock of the Company outstanding at the end of such preceding calendar year, whether or not declared or paid) shall be not less than half, and not more than, the sum of the sinking fund obligation for the 8.625% Preferred Stock, Series R, expressed in dollars, plus the maximum obligation expressed in dollars, due during the year in which such Series R sinking fund is due, for sinking funds (which cannot be met by the certification of property), purchase funds, or other analogous devices, if any, for the retirement of any other series or class of preferred stock or debt of the Company, then the Company's Series R sinking fund obligation, expressed in dollars, in such year shall be the proportion of said amount so determined which the sinking fund obligation for the 8.625% Preferred Stock, Series R, expressed in dollars, bears to the maximum aggregate of all such sinking funds, purchase funds, or other analogous devices, if any, of the Company. The total number of shares to be redeemed or purchased and the number of shares to be redeemed or purchased from any holder shall be adjusted to the nearest full share so that fractional shares need not be purchased. The above-described sinking fund obligation of the Company is hereinafter referred to as the "Series R Sinking Fund" and is subject to the terms and conditions hereinafter set forth. The term "Company" as used herein shall include its consolidated subsidiaries. Beginning on or prior to February 15, 1996, and on or prior to February 15 in each year thereafter, the Company shall deliver to the Transfer Agent for said Series R a certificate signed by the President or a Vice President or the Treasurer or an Assistant Treasurer of the Company stating (i)(a) whether or not the Company's obligation, expressed in dollars, to redeem shares of Series R is limited by reason of subdivision (ii) above and if so, the amount of such obligation as so limited, and (b) the number of shares of Series R as to which a Series R Sinking Fund redemption is to be made by the Company in such year, or (ii) that the net income of the Company for the preceding calendar year was such that the Company has no Series R Sinking Fund requirement in the current year, or (iii) that the making of a Series R Sinking Fund redemption by the Company, in the opinion of counsel for the Company accompanying such certificate, would or may be contrary to any applicable law or to a rule or regulation of a governmental authority having jurisdiction in the premises, and the sinking fund payment need not be made; provided, however, that if on January 31 of any year, there are not funds legally available, in the opinion of the signer of such certificate and of counsel for the Company accompanying such certificate, for the payment of the current Series R Sinking Fund requirement, the Company may presume for the purposes hereof that the making of a Series R Sinking Fund redemption would be contrary to applicable law, and the sinking fund payment need not be made. (f) The manner of effecting any redemption shall be that applicable to the Company's 4 1/2% Preferred Stock, Series A. (g) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 8.625% Preferred Stock, Series R. (h) Except as above set forth, the 8.625% Preferred Stock, Series R, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. ********** IN WITNESS WHEREOF, Florida Power & Light Company has executed this Restated Articles of Incorporation on this 23rd day of March, 1992. FLORIDA POWER & LIGHT COMPANY By: K. MICHAEL DAVIS K. Michael Davis, Vice President, Accounting, Controller, and Chief Accounting Officer EX-3.(I) 5 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED MARCH 23, 1992 EXHIBIT 3(b) ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF FLORIDA POWER & LIGHT COMPANY These articles of Amendment to the Restated Articles of Incorporation of Florida Power & Light Company were adopted by the Stock Issuance Committee of the Board of Directors of Florida Power & Light Company pursuant to the Florida Business Corporation Act, Section 607.0602, Florida Statutes, for the purpose of establishing and designating a series within a class of its shares before the issuance of any shares of that series and determining the preferences, limitations and relative rights of such series. No shareholder action was required in accordance with Section 607.0602. 1. The name of the corporation is Florida Power & Light Company. 2. The text of the amendment determining the terms of Series A of Florida Power & Light Company's Preferred Stock, without par value ("No Par Preferred Stock"), is set forth below: (a) The initial series of No Par Preferred Stock established by this resolution is hereby designated "$2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share)." (b) The $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share), is hereby authorized to be issued in the amount of 5,000,000 shares. (c) The dividend rate of the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall be $2.00 per share per annum and no more, payable quarterly on March 1, June 1, September 1, and December 1, of each year, commencing on June 1, 1992, and dividends on the 5,000,000 shares of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall commence to accrue from and after March 26, 1992, or such other date as the shares are actually issued. (d) The Company, by a majority vote of the Board of Directors, may at any time upon not less than 30 days' notice redeem all of the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share), or may from time to time redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) $27.00 per share if redeemed on or prior to February 28, 1997; and thereafter, $25.00 per share; plus (ii) in each case, an amount equivalent to the accrued and unpaid dividends, if any, to the date of redemption; provided, however, that the shares of the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall not be redeemable prior to March 1, 1997, directly or indirectly from or in anticipation of monies borrowed, or proceeds of shares of other series of Preferred Stock (or of any other stock ranking prior to or on a parity with the Company's preferred stocks) sold, by or for the account of the Company, at an effective interest or dividend cost to it (calculated in accordance with generally accepted financial practice) of less than 8.2102% per annum. (e) The manner of effecting such redemption shall be that which is applicable to the Company's No Par Preferred Stock as set forth in the Company's Restated Articles of Incorporation. (f) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with any bank or trust company located anywhere in the United States of America and acting as registrar or transfer agent with respect to the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share). (g) Each holder of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall have one quarter (1/4) of one vote for each share held of record by such holder. Holders may vote fractional votes. (h) In the event of any involuntary liquidation, dissolution or winding up of the Company, which shall include any such liquidation, dissolution or winding up which may arise out of or result form the condemnation or purchase of all or a major portion of the properties of the Company by (i) the United States Government or any authority, agency or instrumentality thereof, or (ii) a state of the United states of any authority, agency or instrumentality thereof, (iii) a district, cooperative or other association or entity not organized for profit, the involuntary liquidation value of the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall be $25.00 per share. (i) Except as above set forth, the $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share) shall possess all of the characteristics of shares of No Par Preferred Stock set forth in the Restated Articles of Incorporation of the Company. 3. The above amendment was duly adopted by the Stock Issuance Committee of the Board of Directors of the Company on March 19, 1992. This, the 23rd day of March, 1992. FLORIDA POWER & LIGHT COMPANY K. MICHAEL DAVIS K. Michael Davis Vice President, Accounting, Controller and Chief Accounting Officer EX-3.(I) 6 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED MAY 11, 1992 EXHIBIT 3(c) ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF FLORIDA POWER & LIGHT COMPANY These Articles of Amendment to the Restated Articles of Incorporation, as amended, of Florida Power & Light Company, were adopted by the Board of Directors of Florida Power & Light Company on May 11, 1992, and no shareholder action was required in accordance with Section 607.0631 of the Florida Business Corporation Act. I. The name of the Corporation is Florida Power & Light Company. II. The reduction in the number of authorized shares is 685,000 shares of Preferred Stock, par value of $100 per share, which shares are itemized under the following series: 500,000 shares of 9.25% Preferred Stock, Series H, par value of $100 per share; 75,000 shares of 10.08% Preferred Stock, Series J, par value of $100 per share; 45,000 shares of 8.70% Preferred Stock, Series M, par value of $100 per share; and 65,000 shares of 11.32% Preferred Stock, Series O, par value of $100 per share. III. After giving effect to such reduction of shares, the total number of shares which the Corporation is authorized to issue, itemized by class and series, is as follows: (1) 100,000 shares of 4 1/2% Preferred Stock, par value of $100 per share; (2) 50,000 shares of 4 1/2% Preferred Stock, Series A, par value of $100 per share; (3) 17,692,000 shares of Preferred Stock, par value of $100 per share, which shares are further classified as follows: (a) 50,000 shares of 4 1/2% Preferred Stock, Series B; (b) 62,500 shares of 4 1/2% Preferred Stock, Series C; (c) 50,000 shares of 4.32% Preferred Stock, Series D; (d) 50,000 shares of 4.35% Preferred Stock, Series E; (e) 600,000 shares of 7.28% Preferred Stock, Series F; (f) 400,000 shares of 7.40% Preferred Stock, Series G; (g) 37,500 shares of 10.08% Preferred Stock, Series J; (h) 750,000 shares of 8.70% Preferred Stock, Series K; (i) 500,000 shares of 8.84% Preferred Stock, Series L; (j) 302,000 shares of 8.70% Preferred Stock, Series M; (k) 65,000 shares of 11.32% Preferred Stock, Series O; (l) 350,000 shares of 8.50% Preferred Stock, Series P; (m) 500,000 shares of 6.84% Preferred Stock, Series Q; (n) 500,000 shares of 8.625% Preferred Stock, Series R; (o) 13,475,000 shares of Preferred Stock without serial designation; (4) 10,000,000 shares of Preferred Stock without par value (No Par Preferred Stock), which shares are further classified as follows: (a) 5,000,000 shares of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share); (b) 5,000,000 shares of No Par Preferred Stock without serial designation; (5) 5,000,000 shares of Subordinated Preferred Stock without par value; and (6) 1,000 shares of Common Stock without par value. Dated: May 11, 1992 FLORIDA POWER & LIGHT COMPANY By: K. MICHAEL DAVIS K. Michael Davis, Vice President, Accounting, Controller, and Chief Accounting Officer EX-3.(I) 7 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED MARCH 12, 1993 EXHIBIT 3(d) Articles Of Amendment To The Restated Articles Of Incorporation Of Florida Power & Light Company These Articles of Amendment to the Restated Articles of Incorporation, as amended, of Florida Power & Light Company were adopted by the Stock Issuance Committee of the Board of Directors of Florida Power & Light Company pursuant to the Florida Business Corporation Act, Section 607.0602, Florida Statutes, for the purpose of establishing and designating a series within a class of its shares before the issuance of any shares of that series and determining the preferences, limitations and relative rights of such series. No shareholder action was required in accordance with Section 607.0602. 1. The name of the corporation is Florida Power & Light Company. 2. The text of the amendment determining the terms of Series S of Florida Power & Light Company's Preferred Stock, $100 par value ("Preferred Stock"), is set forth below: (a) The new series of Preferred Stock established by this resolution is hereby designated "6.98% Preferred Stock, Series S." (b) The 6.98% Preferred Stock, Series S, is hereby authorized to be issued in the amount of 750,000 shares. (c) The dividend rate of the 6.98% Preferred Stock, Series S, shall be $6.98 per share per annum and no more, payable quarterly on March 1, June 1, September 1, and December 1, of each year, commencing on June 1, 1993, and dividends on the 750,000 shares of 6.98% Preferred Stock, Series S, shall commence to accrue from and after March 16, 1993, or such other date as the shares are actually issued. (d) The shares of 6.98% Preferred Stock, Series S, will not be redeemable prior to March 1, 2003. The Company, by a majority vote of its Board of Directors, may at any time, on and after March 1, 2003, upon not less than 30 days' notice redeem all of the 6.98% Preferred Stock, Series S, or may from time to time, on and after March 1, 2003, redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $103.49 per share if redeemed on or after March 1, 2003 and on or prior to the last day in February, 2004; (b) $103.14 per share if redeemed on or prior to the last day in February, 2005; (c) $102.79 per share if redeemed on or prior to the last day in February, 2006; (d) $102.44 per share if redeemed on or prior to the last day in February, 2007; (e) $102.09 per share if redeemed on or prior to the last day in February, 2008; (f) $101.74 per share if redeemed on or prior to the last day in February, 2009; (g) $101.40 per share if redeemed on or prior to the last day in February, 2010; (h) $101.05 per share if redeemed on or prior to the last day in February, 2011; (i) $100.70 per share if redeemed on or prior to the last day in February, 2012; (j) $100.35 per share if redeemed on or prior to the last day in February, 2013 and thereafter, $100.00 per share, and (ii) in each case, an amount equivalent to the accrued and unpaid dividends, if any, to the date of redemption. (e) The manner of effecting such redemption shall be that which is applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 6.98% Preferred Stock, Series S. (g) Except as above set forth, the 6.98% Preferred Stock, Series S, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 3. The above amendment was duly adopted by the Stock Issuance Committee of the Board of Directors of the Company on March 9, 1993. This, the 12th day of March, 1993. Florida Power & Light Company PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer EX-3.(I) 8 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED JUNE 16, 1993 EXHIBIT 3(e) ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF FLORIDA POWER & LIGHT COMPANY These articles of Amendment to the Restated Articles of Incorporation, as amended, of Florida Power & Light Company were adopted by the Stock Issuance Committee of the Board of Directors of Florida Power & Light Company pursuant to the Florida Business Corporation Act, Section 607.0602, Florida Statutes, for the purpose of establishing and designating a series within a class of its shares before the issuance of any shares of that series and determining the preferences, limitations and relative rights of such series. No shareholder action was required in accordance with Section 607.0602. 1. The name of the corporation is Florida Power & Light Company. 2. The text of the amendment determining the terms of Series T of Florida Power & Light Company's Preferred Stock, $100 par value ("Preferred Stock"), is set forth below: (a) The new series of Preferred Stock established by this resolution is hereby designated "7.05% Preferred Stock, Series T." (b) The 7.05% Preferred Stock, Series T, is hereby authorized to be issued in the amount of 500,000 shares. (c) The dividend rate of the 7.05% Preferred Stock, Series T, shall be $7.05 per share per annum and no more, payable quarterly on March 1, June 1, September 1, and December 1, of each year, commencing on September 1, 1993, and dividends on the 500,000 shares of 7.05% Preferred Stock, Series T, shall commence to accrue from and after June 1, 1993, or such other date as the shares are actually issued. (d) The shares of 7.05% Preferred Stock, Series T, will not be redeemable prior to June 1, 2003. The Company, by a majority vote of its Board of Directors, may at any time, on and after June 1, 2003, upon not less than 30 days' notice redeem all of the 7.05% Preferred Stock, Series T, or may from time to time, on and after June 1, 2003, redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $103.52 per share if redeemed on or after June 1, 2003 and on or prior to the last day in May, 2004; (b) $103.17 per share if redeemed on or prior to the last day in May, 2005; (c) $102.82 per share if redeemed on or prior to the last day in May, 2006; (d) $102.47 per share if redeemed on or prior to the last day in May, 2007; (e) $102.11 per share if redeemed on or prior to the last day in May, 2008; (f) $101.76 per share if redeemed on or prior to the last day in May, 2009; (g) $101.41 per share if redeemed on or prior to the last day in May, 2010; (h) $101.06 per share if redeemed on or prior to the last day in May, 2011; (i) $100.70 per share if redeemed on or prior to the last day in May, 2012; (j) $100.35 per share if redeemed on or prior to the last day in May, 2013 and thereafter, $100.00 per share, and (ii) in each case, an amount equivalent to the accrued and unpaid dividends, if any, to the date of redemption. (e) The manner of effecting such redemption shall be that which is applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 7.05% Preferred Stock, Series T. (g) Except as above set forth, the 7.05% Preferred Stock, Series T, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 3. The above amendment was duly adopted by the Stock Issuance Committee of the Board of Directors of the Company on June 16, 1993. This, the 16th day of June, 1993. FLORIDA POWER & LIGHT COMPANY PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer EX-3.(I) 9 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED AUGUST 31, 1993 EXHIBIT 3(f) Articles Of Amendment To The Restated Articles Of Incorporation Of Florida Power & Light Company These Articles of Amendment to the Restated Articles of Incorporation, as amended, of Florida Power & Light Company were adopted by the Stock Issuance Committee of the Board of Directors of Florida Power & Light Company pursuant to the Florida Business Corporation Act, Section 607.0602, Florida Statutes, for the purpose of establishing and designating a series within a class of its shares before the issuance of any shares of that series and determining the preferences, limitations and relative rights of such series. No shareholder action was required in accordance with Section 607.0602. 1. The name of the corporation is Florida Power & Light Company. 2. The text of the amendment determining the terms of Series U of Florida Power & Light Company's Preferred Stock, $100 par value ("Preferred Stock"), is set forth below: (a) The new series of Preferred Stock established by this resolution is hereby designated "6.75% Preferred Stock, Series U." (b) The 6.75% Preferred Stock, Series U, is hereby authorized to be issued in the amount of 650,000 shares. (c) The dividend rate of the 6.75% Preferred Stock, Series U, shall be $6.75 per share per annum and no more, payable quarterly on March 1, June 1, September 1, and December 1, of each year, commencing on December 1, 1993, and dividends on the 650,000 shares of 6.75% Preferred Stock, Series U, shall commence to accrue from and after September 1, 1993, or such other date as the shares are actually issued. (d) The shares of 6.75% Preferred Stock, Series U, will not be redeemable prior to August 1, 2003. The Company, by a majority vote of its Board of Directors, may at any time, on and after August 1, 2003, upon not less than 30 days' notice redeem all of the 6.75% Preferred Stock, Series U, or may from time to time, on and after August 1, 2003, redeem any part thereof by paying in cash a redemption price consisting of the sum of: (i) (a) $103.37 per share if redeemed on or after August 1, 2003 and on or prior to the last day in July, 2004; (b) $103.04 per share if redeemed on or prior to the last day in July, 2005; (c) $102.70 per share if redeemed on or prior to the last day in July, 2006; (d) $102.36 per share if redeemed on or prior to the last day in July, 2007; (e) $102.02 per share if redeemed on or prior to the last day in July, 2008; (f) $101.69 per share if redeemed on or prior to the last day in July, 2009; (g) $101.35 per share if redeemed on or prior to the last day in July, 2010; (h) $101.01 per share if redeemed on or prior to the last day in July, 2011; (i) $100.67 per share if redeemed on or prior to the last day in July, 2012; (j) $100.34 per share if redeemed on or prior to the last day in July, 2013 and thereafter, $100.00 per share, and (ii) in each case, an amount equivalent to the accrued and unpaid dividends, if any, to the date of redemption. (e) The manner of effecting such redemption shall be that which is applicable to the Company's 4 1/2% Preferred Stock, Series A. (f) The Company may deposit the aggregate redemption price (or the portion thereof not already paid) with any bank or trust company in the City of New York, New York or in the City of Miami, Florida or with The First National Bank of Boston, Transfer Agent and Registrar for the 6.75% Preferred Stock, Series U. (g) Except as above set forth, the 6.75% Preferred Stock, Series U, shall possess all of the characteristics of the Company's 4 1/2% Preferred Stock, Series A. 3. The above amendment was duly adopted by the Stock Issuance Committee of the Board of Directors of the Company on August 31, 1993. This, the 31st day of August, 1993. Florida Power & Light Company PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer EX-3.(I) 10 AMENDMENT TO FPL'S RESTATED ARTICLES OF INCORPORATION DATED NOVEMBER 30, 1993 EXHIBIT 3(g) ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION OF FLORIDA POWER & LIGHT COMPANY These Articles of Amendment to the Restated Articles of Incorporation, as amended, of Florida Power & Light Company, were adopted by the Board of Directors of Florida Power & Light Company on November 16, 1993, and no shareholder action was required in accordance with Section 607.0631 of the Florida Business Corporation Act. I. The name of the Corporation is Florida Power & Light Company. II. The reduction in the number of authorized shares is 2,019,500 shares of Preferred Stock, par value of $100 per share, which shares are itemized under the following series: 37,500 shares of 10.08% Preferred Stock, Series J, par value of $100 per share; 750,000 shares of 8.70% Preferred Stock, Series K, par value of $100 per share; 500,000 shares of 8.84% Preferred Stock, Series L, par value of $100 per share; 302,000 shares of 8.70% Preferred Stock, Series M, par value of $100 per share; 65,000 shares of 11.32% Preferred Stock, Series O, par value of $100 per share; 350,000 shares of 8.50% Preferred Stock, Series P, par value of $100 per share; and 15,000 shares of 6.84% Preferred Stock, Series Q, par value of $100 per share. III. After giving effect to such reduction of shares, the total number of shares which the Corporation is authorized to issue, itemized by class and series, is as follows: (1) 100,000 shares of 4 1/2% Preferred Stock, par value of $100 per share; (2) 50,000 shares of 4 1/2% Preferred Stock, Series A, par value of $100 per share; (3) 15,672,500 shares of Preferred Stock, par value of $100 per share, which shares are further classified as follows: (a) 50,000 shares of 4 1/2% Preferred Stock, Series B; (b) 62,500 shares of 4 1/2% Preferred Stock, Series C; (c) 50,000 shares of 4.32% Preferred Stock, Series D; (d) 50,000 shares of 4.35% Preferred Stock, Series E; (e) 600,000 shares of 7.28% Preferred Stock, Series F; (f) 400,000 shares of 7.40% Preferred Stock, Series G; (g) 485,000 shares of 6.84% Preferred Stock, Series Q; (h) 500,000 shares of 8.625% Preferred Stock, Series R; (i) 750,000 shares of 6.98% Preferred Stock, Series S; (j) 500,000 shares of 7.05% Preferred Stock, Series T; (k) 650,000 shares of 6.75% Preferred Stock, Series U; (l) 11,575,000 shares of Preferred Stock without serial designation; (4) 10,000,000 shares of Preferred Stock without par value (No Par Preferred Stock), which shares are further classified as follows: (a) 5,000,000 shares of $2.00 No Par Preferred Stock, Series A (Involuntary Liquidation Value $25 Per Share); (b) 5,000,000 shares of No Par Preferred Stock without serial designation; (5) 5,000,000 shares of Subordinated Preferred Stock without par value; and (6) 1,000 shares of Common Stock without par value. Dated: November 30, 1993 FLORIDA POWER & LIGHT COMPANY By: PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer EX-4 11 NINETY-FOURTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 1993 BETWEEN FPL AND BANKERS TRUST COMPANY, TRUSTEE EXHIBIT 4(b) This Instrument was prepared by: Paul J. Evanson of Florida Power & Light Company 700 Universe Boulevard, Juno Beach, Florida 33408 FLORIDA POWER & LIGHT COMPANY to BANKERS TRUST COMPANY As Trustee under Florida Power & Light Company's Mortgage and Deed of Trust, Dated as of January 1, 1944. Ninety-fourth Supplemental Indenture Relating to $135,000,000 Principal Amount of First Mortgage Bonds, 7.05% Series due December 1, 2026 Dated as of December 1, 1993 This Supplemental Indenture has been executed in several counterparts, all of which constitute but one and the same instrument. This Supplemental Indenture has been recorded in several counties, and documentary stamp taxes as required by law in the amount of $472,500.00, and intangible taxes as required by law in the amount of $45,279.00, were paid on the Supplemental Indenture recorded in the public records of Palm Beach County, Florida. Note to Examiner: The new bonds ("New Bonds") being issued in connection with this Supplemental Indenture are secured by real property and personal property located both within Florida and outside of Florida. The aggregate fair market value of the collateral exceeds the aggregate principal amount of (y) the New Bonds plus (z) the other outstanding bonds secured by the mortgage supplemented hereby and all previous supplemental indentures thereto. The intangible tax has been computed pursuant to Section 199.133 (2), Florida Statutes, by (i) determining the percentage of the aggregate fair market value of the collateral constituting real property situated in Florida and by multiplying that percentage times the principal amount of the New Bonds (the result hereinafter defined as the "Tax Base") and (ii) multiplying the tax rate times the Tax Base. NINETY-FOURTH SUPPLEMENTAL INDENTURE INDENTURE, dated as of the 1st day of December, 1993, made and entered into by and between Florida Power & Light Company, a corporation of the State of Florida, whose post office address is 700 Universe Boulevard, Juno Beach, Florida 33408 (hereinafter sometimes called FPL), and Bankers Trust Company, a corporation of the State of New York, whose post office address is Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Trustee), as the ninety-fourth supplemental indenture (hereinafter called the Ninety-fourth Supplemental Indenture) to the Mortgage and Deed of Trust, dated as of January 1, 1944 (hereinafter called the Mortgage), made and entered into by FPL, the Trustee and The Florida National Bank of Jacksonville, as Co-Trustee (now resigned), the Trustee now acting as sole trustee under the Mortgage, which Mortgage was executed and delivered by FPL to secure the payment of bonds issued or to be issued under and in accordance with the provisions thereof, reference to which Mortgage is hereby made, this Ninety-fourth Supplemental Indenture being supplemental thereto; Whereas, Section 8 of the Mortgage provides that the form of each series of bonds (other than the first series) issued thereunder shall be established by Resolution of the Board of Directors of FPL and that the form of such series, as established by said Board of Directors, shall specify the descriptive title of the bonds and various other terms thereof, and may also contain such provisions not inconsistent with the provisions of the Mortgage as the Board of Directors may, in its discretion, cause to be inserted therein expressing or referring to the terms and conditions upon which such bonds are to be issued and/or secured under the Mortgage; and Whereas, Section 120 of the Mortgage provides, among other things, that any power, privilege or right expressly or impliedly reserved to or in any way conferred upon FPL by any provision of the Mortgage, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted, and FPL may enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued thereunder, or FPL may cure any ambiguity contained therein, or in any supplemental indenture, or may establish the terms and provisions of any series of bonds other than said first series, by an instrument in writing executed and acknowledged by FPL in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which any property at the time subject to the Lien of the Mortgage shall be situated; and Whereas, FPL now desires to create the series of bonds described in Article I hereof and to add to its covenants and agreements contained in the Mortgage certain other covenants and agreements to be observed by it and to alter and amend in certain respects the covenants and provisions contained in the Mortgage; and Whereas, the execution and delivery by FPL of this Ninety-fourth Supplemental Indenture, and the terms of the bonds, hereinafter referred to in Article I, have been duly authorized by the Board of Directors of FPL by appropriate resolutions of said Board of Directors; Now, Therefore, This Indenture Witnesseth: That FPL, in consideration of the premises and of One Dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further evidence of assurance of the estate, title and rights of the Trustee and in order further to secure the payment of both the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect, and the performance of all the provisions of the Mortgage (including any instruments supplemental thereto and any modification made as in the Mortgage provided) and of said bonds, hereby grants, bargains, sells, releases, conveys, assigns, transfers, mortgages, pledges, sets over and confirms (subject, however, to Excepted Encumbrances as defined in Section 6 of the Mortgage) unto Bankers Trust Company, as Trustee under the Mortgage, and to its successor or successors in said trust, and to said Trustee and its successors and assigns forever, all property, real, personal and mixed, acquired by FPL after the date of the execution and delivery of the Mortgage (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted), now owned (except any properties heretofore released pursuant to any provisions of the Mortgage and in the process of being sold or disposed of by FPL) or, subject to the provisions of Section 87 of the Mortgage, hereafter acquired by FPL and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, power sites, flowage rights, water rights, water locations, water appropriations, ditches, flumes, reservoirs, reservoir sites, canals, raceways, dams, dam sites, aqueducts, and all rights or means for appropriating, conveying, storing and supplying water; all rights of way and roads; all plants for the generation of electricity by steam, water and/or other power; all power houses, gas plants, street lighting systems, standards and other equipment incidental thereto, telephone, radio and television systems, air-conditioning systems and equipment incidental thereto, water works, water systems, steam heat and hot water plants, substations, lines, service and supply systems, bridges, culverts, tracks, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, electric, gas and other machines, regulators, meters, transformers, generators, motors, electrical, gas and mechanical appliances, conduits, cables, water, steam heat, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, pole and transmission lines, wires, cables, tools, implements, apparatus, furniture, chattels, and choses in action; all municipal and other franchises, consents or permits; all lines for the transmission and distribution of electric current, gas, steam heat or water for any purpose including towers, poles, wires, cables, pipes, conduits, ducts and all apparatus for use in connection therewith; all real estate, lands, easements, servitudes, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of the same and (except as herein or in the Mortgage, as heretofore supplemented, expressly excepted) all the right, title and interest of FPL in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinbefore or in the Mortgage, as heretofore supplemented, described. Together With all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and (subject to the provisions of Section 57 of the Mortgage) the tolls, rents, revenues, issues, earnings, income, products and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which FPL now has or may hereinafter acquire in and to the aforesaid property and franchises and every part and parcel thereof. It Is Hereby Agreed by FPL that, subject to the provisions of Section 87 of the Mortgage, all the property, rights, and franchises acquired by FPL after the date hereof (except any herein or in the Mortgage, as heretofore supplemented, expressly excepted) shall be and are as fully granted and conveyed hereby and as fully embraced within the Lien of the Mortgage, as if such property, rights and franchises were now owned by FPL and were specifically described herein and conveyed hereby. Provided that the following are not and are not intended to be now or hereafter granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed hereunder and are hereby expressly excepted from the Lien and operation of this Ninety-fourth Supplemental Indenture and from the Lien and operation of the Mortgage, as heretofore supplemented, viz: (1) cash, shares of stock, bonds, notes and other obligations and other securities not hereafter specifically pledged, paid, deposited, delivered or held under the Mortgage or covenanted so to be; (2) merchandise, equipment, materials or supplies held for the purpose of sale in the usual course of business and fuel (including Nuclear Fuel unless expressly subjected to the Lien and operation of the Mortgage by FPL in a future Supplemental Indenture), oil and similar materials and supplies consumable in the operation of any properties of FPL; rolling stock, buses, motor coaches, automobiles and other vehicles; (3) bills, notes and accounts receivable, and all contracts, leases and operating agreements not specifically pledged under the Mortgage or covenanted so to be; (4) the last day of the term of any lease or leasehold which may hereafter become subject to the Lien of the Mortgage; (5) electric energy, gas, ice, and other materials or products generated, manufactured, produced or purchased by FPL for sale, distribution or use in the ordinary course of its business; all timber, minerals, mineral rights and royalties; (6) FPL's franchise to be a corporation; and (7) the properties already sold or in the process of being sold by FPL and heretofore released from the Mortgage and Deed of Trust, dated as of January 1, 1926, from Florida Power & Light Company to Bankers Trust Company and The Florida National Bank of Jacksonville, trustees, and specifically described in three separate releases executed by Bankers Trust Company and The Florida National Bank of Jacksonville, dated July 28, 1943, October 6, 1943 and December 11, 1943, which releases have heretofore been delivered by the said trustees to FPL and recorded by FPL among the Public Records of all Counties in which such properties are located; provided, however, that the property and rights expressly excepted from the Lien and operation of the Mortgage in the above subdivisions (2) and (3) shall (to the extent permitted by law) cease to be so excepted in the event and as of the date that the Trustee or a receiver or trustee shall enter upon and take possession of the Mortgaged and Pledged Property in the manner provided in Article XIII of the Mortgage by reason of the occurrence of a Default as defined in Section 65 thereof. To Have And To Hold all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by FPL as aforesaid, or intended so to be, unto Bankers Trust Company, the Trustee, and its successors and assigns forever. In Trust Nevertheless, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisos and covenants as are set forth in the Mortgage, as heretofore supplemented, this Ninety-fourth Supplemental Indenture being supplemental thereto. And It Is Hereby Covenanted by FPL that all terms, conditions, provisos, covenants and provisions contained in the Mortgage shall affect and apply to the property hereinbefore described and conveyed and to the estate, rights, obligations and duties of FPL and the Trustee and the beneficiaries of the trust with respect to said property, and to the Trustee and its successors as Trustee of said property in the same manner and with the same effect as if said property had been owned by FPL at the time of the execution of the Mortgage, and had been specifically and at length described in and conveyed to said Trustee, by the Mortgage as a part of the property therein stated to be conveyed. FPL further covenants and agrees to and with the Trustee and its successors in said trust under the Mortgage, as follows: ARTICLE I Ninety-fourth Series of Bonds Section 1. (I) There shall be a series of bonds designated "7.05% Series due December 1, 2026", herein sometimes referred to as the "Ninety-fourth Series", each of which shall also bear the descriptive title First Mortgage Bond, and the form thereof, which shall be established by Resolution of the Board of Directors of FPL, shall contain suitable provisions with respect to the matters hereinafter in this Section specified. Bonds of the Ninety-fourth Series shall mature on December 1, 2026 and shall be issued as fully registered bonds in denominations of One Thousand Dollars and, at the option of FPL, in any multiple or multiples of One Thousand Dollars (the exercise of such option to be evidenced by the execution and delivery thereof); they shall bear interest at the rate of 7.05% per annum, payable semi- annually on June 1 and December 1 of each year; the principal of and interest on each said bond to be payable at the office or agency of FPL in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts. Bonds of the Ninety-fourth Series shall be dated as in Section 10 of the Mortgage provided. (II) Bonds of the Ninety-fourth Series shall not be redeemable prior to December 1, 2003. On and after December 1, 2003, bonds of the Ninety-fourth Series shall be redeemable either at the option of FPL or pursuant to the requirements of the Mortgage (including, among other requirements, the application of cash delivered to or deposited with the Trustee pursuant to the provisions of Section 39 or Section 64 of the Mortgage or with proceeds of Released Property) in whole at any time, or in part from time to time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage, mailed at least thirty (30) days prior to the date fixed for redemption, at the following general redemption prices, expressed in percentages of the principal amount of the bonds to be redeemed: General Redemption Prices If redeemed during the 12 month period ending November 30, 2004 . . . . . . . .102.73% 2016. . . . . . . . .100.00% 2005 . . . . . . . .102.46% 2017. . . . . . . . .100.00% 2006 . . . . . . . .102.19% 2018. . . . . . . . .100.00% 2007 . . . . . . . .101.91% 2019. . . . . . . . .100.00% 2008 . . . . . . . .101.64% 2020. . . . . . . . .100.00% 2009 . . . . . . . .101.37% 2021. . . . . . . . .100.00% 2010 . . . . . . . .101.09% 2022. . . . . . . . .100.00% 2011 . . . . . . . .100.82% 2023. . . . . . . . .100.00% 2012 . . . . . . . .100.55% 2024. . . . . . . . .100.00% 2013 . . . . . . . .100.27% 2025. . . . . . . . .100.00% 2014 . . . . . . . .100.00% 2026. . . . . . . . .100.00% 2015 . . . . . . . .100.00% in each case, together with accrued interest to the date fixed for redemption. (III) At the option of the registered owner, any bonds of the Ninety-fourth Series, upon surrender thereof for cancellation at the office or agency of FPL in the Borough of Manhattan, The City of New York, together with a written instrument of transfer wherever required by FPL, duly executed by the registered owner or by his duly authorized attorney, shall (subject to the provisions of Section 12 of the Mortgage) be exchangeable for a like aggregate principal amount of bonds of the same series of other authorized denominations. Bonds of the Ninety-fourth Series shall be transferrable (subject to the provisions of Section 12 of the Mortgage) at the office or agency of FPL in the Borough of Manhattan, The City of New York. Upon any exchange or transfer of bonds of the Ninety-fourth Series, FPL may make a charge therefor sufficient to reimburse it for any tax or taxes or other governmental charge, as provided in Section 12 of the Mortgage, but FPL hereby waives any right to make a charge in addition thereto for any exchange or transfer of bonds of the Ninety-fourth Series. ARTICLE II Dividend Covenant Section 2. Section 3 of the Third Supplemental Indenture, as heretofore amended, is hereby further amended by inserting the words "or Ninety-fourth Series" immediately before the words "remain Outstanding". ARTICLE III Miscellaneous Provisions Section 3. Subject to the amendments provided for in this Ninety-fourth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Ninety-fourth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. Section 4. The Trustee hereby accepts the trust herein declared, provided, created or supplemented and agrees to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth and upon the following terms and conditions: The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninety-fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by FPL solely. In general, each and every term and condition contained in Article XVII of the Mortgage, as heretofore amended, shall apply to and form part of this Ninety-fourth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions, variations and insertions, if any, as may be appropriate to make the same conform to the provisions of this Ninety-fourth Supplemental Indenture. Section 5. Whenever in this Ninety-fourth Supplemental Indenture either of the parties hereto is named or referred to, this shall, subject to the provisions of Articles XVI and XVII of the Mortgage, as heretofore amended, be deemed to include the successors and assigns of such party, and all the covenants and agreements in this Ninety-fourth Supplemental Indenture contained by or on behalf of FPL, or by or on behalf of the Trustee, or either of them, shall, subject as aforesaid, bind and inure to the respective benefits of the respective successors and assigns of such parties, whether so expressed or not. Section 6. Nothing in this Ninety-fourth Supplemental Indenture, expressed or implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or corporation, other than the parties hereto and the holders of the bonds and coupons Outstanding under the Mortgage, any right, remedy or claim under or by reason of this Ninety-fourth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements in this Ninety-fourth Supplemental Indenture contained by or on behalf of FPL shall be for the sole and exclusive benefit of the parties hereto, and of the holders of the bonds and coupons Outstanding under the Mortgage. Section 7. The Mortgage, as heretofore supplemented and amended and as supplemented hereby, is intended by the parties hereto, as to properties now or hereafter encumbered thereby and located within the State of Georgia, to operate and is to be construed as granting a lien only on such properties and not as a deed passing title thereto. Section 8. This Ninety-fourth Supplemental Indenture shall be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. In Witness Whereof, FPL has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf and Bankers Trust Company has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by one of its Vice Presidents or Assistant Vice Presidents, and its corporate seal to be attested by one of its Assistant Vice Presidents or one of its Assistant Secretaries, all as of the day and year first above written. Florida Power & Light Company By PAUL J. EVANSON Paul J. Evanson Senior Vice President, Finance and Chief Financial Officer 700 Universe Boulevard Juno Beach, FL 33408 Attest: PETER D. BOYLAN Peter D. Boylan Assistant Treasurer and Assistant Secretary 700 Universe Boulevard Juno Beach, FL 33408 Executed, sealed and delivered by Florida Power & Light Company in the presence of: DAVID A. HOLT David A. Holt MICHELE T. CANINO Michele T. Canino Bankers Trust Company, As Trustee By ROBERT CAPORALE Robert Caporale Vice President 4 Albany Street - 4th Floor New York, NY 10006 Attest: SHIKHA DOMBEK Shikha Dombek Assistant Secretary 4 Albany Street - 4th Floor New York, NY 10006 Executed, sealed and delivered by Bankers Trust Company in the presence of: JOHN FLORIO John Florio DENISE MITCHELL Denise Mitchell State of Florida County of Palm Beach ss.: On the 8th day of December, in the year 1993, before me personally came Paul J. Evanson, to me known, who, being by me duly sworn, did depose and say that he resides at 12087 Turtle Beach Road, North Palm Beach, Florida 33408; that he is the Senior Vice President, Finance and Chief Financial Officer of Florida Power & Light Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. I Hereby Certify, that on this 8th day of December, 1993, before me personally appeared Paul J. Evanson and Peter D. Boylan, respectively, the Senior Vice President, Finance and Chief Financial Officer and an Assistant Treasurer and Assistant Secretary of Florida Power & Light Company, a corporation under the laws of the State of Florida, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation. Paul J. Evanson and Peter D. Boylan produced Florida Driver's License No. E152-690-41-216-0 and Florida Driver's License No. B450-664-52-048 as identification, respectively, and did take an oath. Witness my signature and official seal at Juno Beach, in the County of Palm Beach, and State of Florida, the day and year last aforesaid. BRENDA F. SMITH Brenda F. Smith Notary Public, State of Florida Commission No. CC 198030 My Commission Expires May 3, 1996 State of New York County of New York ss.: On the 8th day of December, in the year 1993, before me personally came Robert Caporale, to me known, who, being by me duly sworn, did depose and say that he resides at 25 Lake Street, White Plains, New York; that he is a Vice President of Bankers Trust Company, one of the corporations described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order. I Hereby Certify, that on this 8th day of December, 1993, before me personally appeared Robert Caporale and Shikha Dombek, respectively, a Vice President and an Assistant Secretary of Bankers Trust Company, a corporation under the laws of the state of New York, to me known to be the persons described in and who executed the foregoing instrument and severally acknowledged the execution thereof to be their free act and deed as such officers, for the uses and purposes therein mentioned; and that they affixed thereto the official seal of said corporation, and that said instrument is the act and deed of said corporation. Robert Caporale and Shikha Dombek produced New York Driver's License No. C01579 27892 342291 62 and New York Driver's License No. G21620 81923 203244 64 as identification, respectively, and did take an oath. Witness my signature and official seal at New York City, in the County of New York, and State of New York, the day and year last aforesaid. MARIA A. JOHNSON EX-12 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12(a) FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Years Ended December 31, 1993 1992 1991 1990 1989 (Thousands of Dollars) Earnings, as defined: Net income $467,960 $514,800 $417,517 $424,804 $436,885 Income taxes 239,890 264,588 183,364 182,587 204,863 Fixed charges, as below 348,028 338,219 326,686 312,812 305,509 Total earnings, as defined $1,055,878 $1,117,607 $927,567 $920,203 $947,257 Fixed charges, as defined: Interest expense $327,085 $315,799 $311,152 $302,869 $292,747 Rental interest factor 9,501 9,567 6,353 5,192 6,604 Fixed charges included in nuclear fuel cost 11,442 12,853 9,181 4,751 6,158 Total fixed charges, as defined $348,028 $338,219 $326,686 $312,812 $305,509 Ratio of earnings to fixed charges 3.03 3.30 2.84 2.94 3.10
EX-12 13 COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS EXHIBIT 12(b) FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
Years Ended December 31, 1993 1992 1991 1990 1989 (Thousands of Dollars) Earnings, as defined: Net income $467,960 $514,800 $417,517 $424,804 $436,885 Income taxes 239,890 264,588 183,364 182,587 204,863 Fixed charges, as below 348,028 338,219 326,686 312,812 305,509 Total earnings, as defined $1,055,878 $1,117,607 $927,567 $920,203 $947,257 Fixed charges, as defined: Interest expense $327,085 $315,799 $311,152 $302,869 $292,747 Rental interest factor 9,501 9,567 6,353 5,192 6,604 Fixed charges included in nuclear fuel cost 11,442 12,853 9,181 4,751 6,158 Total fixed charges, as defined 348,028 338,219 326,686 312,812 305,509 Non-tax deductible preferred stock dividend requirements 42,663 43,901 41,256 43,600 43,782 Ratio of income before income taxes to net income 1.51 1.51 1.44 1.43 1.47 Preferred stock dividend requirements before income taxes 64,421 66,291 59,409 62,348 64,360 Combined fixed charges and preferred stock dividend requirements $412,449 $404,510 $386,095 $375,160 $369,869 Ratio of earnings to combined fixed charges and preferred stock dividend requirements 2.56 2.76 2.40 2.45 2.56
EX-23 14 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-40123 on Form S-3, Registration Statement No. 33-46076 on Form S- 3, as amended by Amendment No. 1 thereto and Registration Statement No. 33-61390 on Form S-3 of Florida Power & Light Company, of our report dated February 11, 1994 appearing in this Annual Report on Form 10-K of Florida Power & Light Company for the year ended December 31, 1993. DELOITTE & TOUCHE Miami, Florida March 21, 1994 -----END PRIVACY-ENHANCED MESSAGE-----