<SUBMISSION>




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549







FORM U-3A-2/A


File No. 69-302







Statement by Holding Company Claiming
Exemption under Rule U-3A-2 from the
Provisions of the Public Utility Holding
Company Act of 1935







FPL GROUP, INC.





Filed on March 7, 2003









Page 1 of 16



FPL Group, Inc. hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information:


1.


FPL Group, Inc. (FPL Group), the claimant, is a Florida corporation, organized in 1984, with its principal executive offices at 700 Universe Boulevard, Juno Beach, Florida 33408. FPL Group's business is the holding of all the outstanding capital stock of its subsidiaries. For information regarding FPL Group's subsidiaries, other than any exempt wholesale generator (EWG), as of December 31, 2002, see Appendix 1.


2.


The claimant's only subsidiary public utility company is Florida Power & Light Company (FPL), a Florida corporation, which is an electric utility. At December 31, 2002, FPL and the claimant (including EWG subsidiaries) had the following generating facilities:

Facility

  

Location

  

No. of Units

  

Fuel

  

Net Capability (mw)(a)

  

FPL

                    
 

Nuclear:

                    
 

St. Lucie

  

Hutchinson Island, FL

  

2

  

Nuclear

    

1,553

(b)  
 

Turkey Point

  

Florida City, FL

  

2

  

Nuclear

    

1,386

  
 

Steam turbines:

                    
 

Cape Canaveral

  

Cocoa, FL

  

2

  

Oil/Gas

    

806

  
 

Cutler

  

Miami, FL

  

2

  

Gas

    

206

  
 

Manatee

  

Parrish, FL

  

2

  

Oil

    

1,620

  
 

Martin

  

Indiantown, FL

  

2

  

Oil/Gas

    

1,617

  
 

Port Everglades

  

Port Everglades, FL

  

4

  

Oil/Gas

    

1,212

  
 

Riviera

  

Riviera Beach, FL

  

2

  

Oil/Gas

    

565

  
 

St. Johns River Power Park

  

Jacksonville, FL

  

2

  

Coal/Petroleum Coke

    

254

(c)
 

Sanford

  

Lake Monroe, FL

  

1

  

Oil/Gas

    

138

(d)
 

Scherer

  

Monroe County, GA

  

1

  

Coal

    

658

(e)
 

Turkey Point

  

Florida City, FL

  

2

  

Oil/Gas

    

800

  
 

Combined-cycle:

                    
 

Fort Myers

  

Fort Myers, FL

  

1

  

Gas

    

1,423

  
 

Lauderdale

  

Dania, FL

  

2

  

Gas/Oil

    

854

  
 

Martin

  

Indiantown, FL

  

2

  

Gas

    

935

  
 

Putnam

  

Palatka, FL

  

2

  

Gas/Oil

    

498

  
 

Sanford

  

Lake Monroe, FL

  

1

  

Gas

    

910

  
 

Simple cycle combustion turbines:

                    
 

Martin

  

Indiantown, FL

  

1

  

Gas/Oil

    

298

  
 

Gas turbines/diesels:

                    
 

Fort Myers

  

Fort Myers, FL

  

12

  

Oil

    

636

  
 

Lauderdale

  

Dania, FL

  

24

  

Oil/Gas

    

840

  
 

Port Everglades

  

Port Everglades, FL

  

12

  

Oil/Gas

    

420

  

Turkey Point

Florida City, FL

5

Oil

12

 

TOTAL

                

17,641

  

FPL Energy:

                    
 

East

                    
 

Northeast:

                    
 

Bayswater

  

Far Rockaway, NY

  

1

  

Gas

    

54

  
 

Maine

  

Various - ME

  

9

  

Oil

    

755

  
 

Maine

  

Various - ME

  

89

  

Hydro

    

373

  

Seabrook

Seabrook, NH

1

Nuclear

1,024

(f)

Investment in joint ventures

MA

1

Gas

150

 

Total Northeast

                

2,356

  
 

Mid-Atlantic:

                    
 

Doswell

  

Ashland, VA

  

5

  

Gas

    

879

  
 

Green Mountain

  

Somerset County, PA

  

8

  

Wind

    

10

  
 

Marcus Hook 50

  

Marcus Hook, PA

  

1

  

Gas

    

50

  

Mountaineer Wind Energy Center

Thomas, WV

44

Wind

66

Investments in joint ventures

Various

(g)

Various

251

 

Total Mid-Atlantic

                

1,256

  
 

West

                    
 

Central:

                    
 

Cerro Gordo

  

Ventura, IA

  

55

  

Wind

    

42

  
 

Delaware Mountain

  

Culberson County, TX

  

40

  

Wind

    

30

  
 

Gray County

  

Montezuma, KS

  

170

  

Wind

    

112

  

Hancock County

Hancock County, IA

148

Wind

98

 

Indian Mesa

  

McCarney, TX

  

125

  

Wind

    

83

  
 

King Mountain

  

Upton County, TX

  

214

  

Wind

    

278

  
 

Lake Benton II

  

Ruthton, MN

  

138

  

Wind

    

104

  
 

Lamar Power Partners

  

Paris, TX

  

2

  

Gas

    

990

  
 

Montfort

  

Montfort, WI

  

20

  

Wind

    

30

  
 

Southwest Mesa

  

McCamey, TX

  

107

  

Wind

    

75

  
 

Woodward Mountain

  

McCamey, TX

  

242

  

Wind

    

160

  
 

Investment in joint ventures

  

Austin, TX

  

2

  

Gas

    

283

  

 

Total Central

                

2,285

  
 

West:

                    
 

Stateline

  

WA/OR border

  

454

  

Wind

    

300

  
 

Vansycle

  

Helix, OR

  

38

  

Wind

    

25

  
 

Investments in joint ventures

  

Various - CA

  

(h)

  

Various

    

478

  

 

Total West

                

803

  

 

TOTAL

                

6,700

  

__________________

(a)

Represents FPL's and FPL Energy, LLC's net ownership interest in plant capacity.

(b)

Excludes Orlando Utilities Commission's and the Florida Municipal Power Agency's combined share of approximately 15% of St. Lucie Unit No. 2.

(c)

Represents FPL's 20% ownership interest in each of St. John's River Power Park Units Nos. 1 and 2, which are jointly owned with the Jacksonville Electric Authority (JEA).

(d)

Unit 4 was retired from service in July 2002 and expected to return to service as a combined cycle facility in May 2003.

(e)

Represents FPL's approximately 76% ownership of Scherer Unit No. 4, which is jointly owned with the JEA.

(f)

Excludes Massachusetts Municipal Wholesale Electric Company's, Taunton Municipal Lighting Plant's and Hudson Light & Power Department's combined share of 11.8%.

(g)

Represents plants using fuel and technology such as gas and waste-to-energy.

(h)

Includes multiple wind projects totaling 334 mw. The remaining 146 mw are provided by plants with less than 50 mw each using fuels and technologies such as solar, gas, coal and petroleum coke.


Transmission and Distribution.  At December 31, 2002, FPL owned and operated 516 substations and the following electric transmission and distribution lines:



Nominal
Voltage



Overhead Lines
Pole Miles



Trench and Submarine
Cable Miles

500

kv

  

1,105

(a)

  

-

  

230

kv

  

2,316

    

31

  

138

kv

  

1,451

    

50

  

115

kv

  

671

    

-

  

 69

kv

  

164

    

14

  

Less than 69kv

    

40,679

    

23,293

  

Total

  

46,386

    

23,388

  

_____________________

  

(a)

Includes approximately 75 miles owned jointly with the JEA.


3.


Florida Power & Light Company


Total kwh of Electric Energy Sold & Purchased
Year Ended December 31, 2002



State

  


kwh
Sold

  


Revenue
$

  


kwh
Purchased

  


Purchased
$

Alabama

-

  

-

2,498

$

84,802

North Carolina

-

  

-

2,173

  

74,967

Georgia

297,608

$

11,784,408

8,979,536

  

175,722,521

South Carolina

-

  

-

5,603

  

167,157

Total electric energy sold at wholesale or purchased outside the State of Florida or at the State line



297,608

  



11,784,408



8,989,810



$



176,049,447

Florida

98,604,350,367

  

7,261,292,605

Total electric energy sold (at retail or wholesale)


98,604,647,975


$


7,273,077,013



Total MMBtu's of Gas Sold & Purchased
Year Ended December 31, 2002


State

  

MMBtu's
Sold

  

Revenue
$

  

MMBtu's
Purchased

  

Purchased
$

Alabama

  

686,555

  

$

3,056,768

  

97,102,586

  

$

316,352,043

Louisiana

  

10,008,988

    

33,551,422

  

165,351,328

    

524,282,896

Mississippi

  

919,272

    

4,078,966

  

32,784,419

    

109,194,790

Texas

  

-

    

-

  

12,146,070

    

39,869,536

Total gas sold at wholesale or purchased outside the State of Florida

  


11,614,815

    


40,687,156

  


307,384,403

  


$


989,699,265

Florida

  

3,623,977

    

14,119,728

          

Total gas sold at wholesale

  

15,238,792

  

$

54,806,884

          


4.


FPL Group has the following interests in EWG's:


(a)   Doswell Limited Partnership (Doswell) is located in Ashland, Virginia. The business address of Doswell is 10098 Old Ridge Road, Ashland, VA 23005. Doswell has two facilities, a 708 megawatt gas-fired combined cycle plant and a 171 megawatt gas-fired simple cycle plant, which sell 100% of their power to Virginia Electric and Power Company. At December 31, 2002, ESI LP, Inc. and Doswell I, Inc. collectively owned 100% of the partnership interests in Doswell, an EWG, and ESI Doswell GP, Inc. owned 100% of Doswell I, Inc. ESI Energy, LLC (ESI Energy) is the parent of ESI LP, Inc. and ESI Doswell GP, Inc. ESI Energy is a wholly-owned subsidiary of FPL Energy, LLC (FPL Energy) which is wholly-owned by FPL Group Capital Inc (FPL Group Capital), a wholly-owned subsidiary of FPL Group. FPL Energy had outstanding letters of credit of approximately $13.8 million at December 31, 2002 for obligations under purchase and sale of power and fuel agreements. Senior secured bonds issued by an affiliate of Doswell are unconditionally guaranteed by Doswell. FPL Group Capital has provided a guarantee, in lieu of posting cash or other security, to satisfy Doswell's obligation to fund a major maintenance account and debt service reserve. Under a separate agreement between FPL Group and FPL Group Capital, FPL Group has guaranteed the payment obligations of FPL Group Capital under certain of its "Debt," which is defined so as to include the FPL Group Capital guarantee. Fees under an operation and maintenance agreement with FPL Energy Operating Services, Inc. totaled $484,386 in 2002. Fees under a management contract with Doswell I, Inc. totaled $484,386 in 2002. Equity capital invested by system companies totaled $381,675,000 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

(3,247,613

)
 

Total debt obligations (intercompany)

$

381,675,000

  
 

Net income

$

38,043,454

  
 

FPL Group's equity in net income

$

38,043,454

  


(b)   Hawkeye Power Partners, LLC (Hawkeye, A/K/A Cerro Gordo), is located in Ventura, Iowa. The business address of Hawkeye is 10586 Balsam Avenue, Ventura, IA 50482. The facility is a 42 megawatt wind plant which sells 100% of its power to Interstate Power Company. At December 31, 2002, ESI Hawkeye Power, LLC owned 100% of Hawkeye, an EWG. ESI Energy is the parent of the entity that has an interest in Hawkeye. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Fees paid for management and administrative services to ESI Hawkeye Power, LLC totaled $162,851 in 2002. Equity capital invested by system companies totaled $31,981,397 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

37,658,950
 

Total debt obligations

$

0
 

Net income

$

1,835,978
 

FPL Group's equity in net income

$

1,835,978


(c)   Gray County Wind Energy, LLC (Gray County) is located in Montezuma, Kansas. The business address of Gray County is 100 W. Mexitili, Montezuma, Kansas 67867. The facility is a 112 megawatt wind plant which sells 100% of its power to Utilicorp United, Inc. At December 31, 2002, FPL Energy Gray County Wind, LLC owned 100% of Gray County, an EWG. ESI Energy is the parent of the entity that has an interest in Gray County. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $94,626,144 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

97,276,946
 

Total debt obligations

$

0
 

Net income

$

2,496,055
 

FPL Group's equity in net income

$

2,496,055


(d)   Lake Benton Power Partners II, LLC (Lake Benton) is located in Ruthton, Minnesota. The business address of Lake Benton is 150 Evans Street, Box F, Ruthton, MN 56170. The facility is a 104 megawatt wind plant which sells 100% of its power to Northern States Power. At December 31, 2002, FPL Energy Lake Benton Acquisitions, LLC owned 100% of Lake Benton, an EWG. ESI Energy is the parent of the entity that has an interest in Lake Benton. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Energy has outstanding letters of credit of approximately $10.8 million at December 31, 2002 for obligations under purchase and sale of power agreements. Fees paid for management and administrative services to FPL Energy Lake Benton Acquisitions, LLC totaled $102,996 in 2002. Equity capital invested by system companies totaled $103,779,024 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

93,308,465

  
 

Total debt obligations

$

0

  
 

Net loss

$

(8,305,996

)
 

FPL Group's equity in net loss

$

(8,305,996

)
 


Lake Benton's net loss reflects an impairment loss of $5,253,387 due to the implementation of Statement of Financial Accounting Standards (FAS) No. 142, "Goodwill and Other Intangible Assets."


(e)   Lamar Power Partners, L.P. (Lamar) and its wholly-owned subsidiary Intexco I, LP are located in Paris, Texas. The business address of Lamar is P.O. Box 520, Paris, TX 75461. The facility is a 1000 megawatt natural gas-fired combined-cycle facility which sells its power to a variety of facilities as well as to the market. At December 31, 2002, FPL Energy Paris GP, Inc., and FPL Energy Paris LP, LLC, whose parent is ESI Energy, collectively owned 99% of Lamar, an EWG. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Energy has outstanding letters of credit of approximately $1 million at December 31, 2002 for obligations under purchase and sale of power and fuel agreements and other payments subject to certain contingencies. Fees under a maintenance and administrative services agreement between Lamar and FPL Energy Operating Services, Inc. in 2002 totaled $604,489. Equity capital invested by system companies totaled $344,845,046 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

463,839,535
 

Total debt obligations

$

0
 

Net income

$

39,044,946
 

FPL Group's equity in net income

$

38,651,638


(f)   West Texas Wind Energy Partners, L.P. (West Texas Wind, A/K/A Southwest Mesa) is located in McCamey, Texas. The business address of West Texas Wind is P.O. Box 547, McCamey, TX 79752. The facility is a 75 megawatt wind plant which sells 100% of its power to Central and Southwest Services, Inc. At December 31, 2002, ESI West Texas Energy, Inc., and ESI West Texas Energy LP, LLC collectively owned 100% of West Texas Wind, an EWG. ESI Energy is the parent of the entities that have an interest in West Texas Wind. ESI Energy is a wholly owned subsidiary of FPL Energy which is wholly owned by FPL Group Capital, a wholly owned subsidiary of FPL Group. FPL Group Capital has guaranteed $1.9 million at December 31, 2002 for obligations under purchase and sale of power agreements and other payments subject to certain contingencies. Under a separate agreement between FPL Group and FPL Group Capital, FPL Group has guaranteed the payment obligations of FPL Group Capital under certain of its "Debt," which is defined so as to include the FPL Group Capital guarantee. Fees paid to affiliated companies for management services totaled $163,872 in 2002. Fees paid to Sullivan Street Investments for administrative services pursuant to its term loan agreement totaled $50,000 in 2002. Equity and debt capital invested by system companies totaled $73,159,826 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

25,309,033

  
 

Total debt obligations (intercompany)

$

38,026,000

  
 

Net loss

$

(3,367,023

)
 

FPL Group's equity in net loss

$

(3,367,023

)


(g)   FPL Energy Maine, Inc. (FPLE Maine) holds a portfolio of hydro and fossil facilities located throughout the state of Maine, of which 1,120 megawatts qualify for EWG status. The business address of FPLE Maine is 677 Cousins Street, Yarmouth, ME 04096. Power is sold either to the ISO New England power market or to third parties via power sales contracts. At December 31, 2002, FPLE Maine owned 100% of FPL Energy Maine Hydro LLC, FPL Energy Wyman LLC, FPL Energy Mason LLC and FPL Energy Cape, LLC, and 61.7831% of FPL Energy Wyman IV LLC, all of which are EWGs. FPLE Maine is 100% owned by FPL Energy, which is a wholly-owned subsidiary of FPL Group Capital, a wholly-owned subsidiary of FPL Group. Fees under a fuel management contract between FPL Energy Wyman IV LLC and FPL Energy Power Marketing, Inc. totaled $308,916 in 2002. Equity capital invested by system companies totaled $623,726,339 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

474,550,569

  
 

Total debt obligations

$

0

  
 

Net loss

$

(176,672,146

)
 

FPL Group's equity in net loss

$

(176,672,146

)

        FPLE Maine's net loss reflects an impairment loss of $199,295,908 due to the implementation of FAS 142.


(h)   FPL Energy MH50, L.P. (MH50, A/K/A Marcus Hook 50), is located in Marcus Hook, PA. The business address of MH50 is P.O. Box 426, Delaware Avenue & Green Street, Marcus Hook, PA 19061. The facility is a 50 megawatt gas-fired simple cycle plant which sells 100% of its power to the PJM power market. At December 31, 2002, FPL Energy MH50 GP, LLC and FPL Energy MH50 LP, LLC each owned partnership interests in MH50, an EWG. These interests in the aggregate equal 100%. ESI Energy is the parent of the entities that own MH50. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Fees under an O&M agreement with FPL Energy Operating Services, Inc. totaled $72,000 in 2002. Equity capital invested by system companies totaled $12,789,861 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

15,732,995
 

Total debt obligations

$

0
 

Net income

$

1,331,243
 

FPL Group's equity in net income

$

1,331,243


(i)   ESI Vansycle Partners, L.P. (Vansycle), is a 25 megawatt wind plant located in Helix, Oregon, which sells 100% of its power to Portland General Electric Company. The business address of Vansycle is P.O. Box 310, Helix, OR 97835. At December 31, 2002, ESI Vansycle GP, Inc. (ESI GP) and ESI Vansycle LP, Inc. (ESI LP) own 1% and 99%, respectively, of Vansycle, an EWG. ESI GP and ESI LP are wholly-owned subsidiaries of ESI Energy. ESI Energy is a wholly-owned subsidiary of FPL Energy, which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Energy has guaranteed $500,000 for site remediation at the Vansycle plant. Fees paid to affiliated companies for management and administrative services in 2002 totaled $80,376. Equity capital invested by system companies totaled $17,840,564 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

23,416,449
 

Total debt obligations

$

0
 

Net income

$

1,531,448
 

FPL Group's equity in net income

$

1,531,448


(j)   FPL Energy Vansycle L.L.C. (Stateline), is a 300 megawatt wind plant located in Umatilla County, Oregon and Walla Walla County, Washington, which sells 100% of its power to Pacificorp Power Marketing, Inc. The business address of Stateline is P.O. Box 409, Touchet, WA 99360. At December 31, 2002, ESI Energy owns 100% of Stateline, an EWG. ESI Energy is a wholly-owned subsidiary of FPL Energy, which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Group Capital has an outstanding letter of credit of approximately $2.1 million at December 31, 2002. Under a separate agreement between FPL Group and FPL Group Capital, FPL Group has guaranteed the payment obligations of FPL Group Capital under certain of its "Debt," which is defined so as to include the FPL Group Capital letter of credit. Fees paid to affiliated companies for management and administrative services in 2002 totaled $200,004. Equity capital invested by system companies totaled $268,987,611 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

263,306,074

  
 

Total debt obligations

$

0

  
 

Net loss

$

(4,944,955

)
 

FPL Group's equity in net loss

$

(4,944,955

)


(k)   Badger Windpower, LLC (Badger, A/K/A Montfort), is located in Montfort, Wisconsin. The business address of Badger is 3145 Anderson Lane, Montfort, WI 53569. The facility is a 30 megawatt wind plant which sells 85% of its power to Wisconsin Electric -Wisconsin Gas, a subsidiary of Wisconsin Energy Corporation, and 15% of its power to Alliant Energy-Wisconsin Power and Light. At December 31, 2002, Badger Windpower Holdings, LLC owned 100% of Badger, an EWG. ESI Energy is the parent of the entity that has an interest in Badger. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. ESI Energy has guaranteed $1.0 million for restoration of county roads to prior condition. Equity capital invested by system companies totaled $26,854,065 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

29,865,919
 

Total debt obligations

$

0
 

Net income

$

2,159,663
 

FPL Group's equity in net income

$

2,159,663


(l)   FPL Energy Pecos Wind I, LP (Pecos I) and FPL Energy Pecos Wind II, LP (Pecos II) (collectively, A/K/A Woodward Mountain), are located in McCamey, Texas. The business address of Pecos I and II is P.O. Box 547, McCamey, TX 79752. Each of the facilities is an 80 megawatt wind plant which sells 100% of its power to TXU Electric Company. At December 31, 2002, FPL Energy Pecos Wind I GP, LLC, and FPL Energy Pecos Wind I LP, LLC, collectively owned 100% of Pecos I, an EWG. At December 31, 2002, FPL Energy Pecos Wind II GP, LLC, and FPL Energy Pecos Wind II LP, LLC, collectively owned 100% of Pecos II, an EWG. ESI Energy is the parent of the entities that have an interest in Pecos I and II. ESI Energy is a wholly owned subsidiary of FPL Energy which is wholly owned by FPL Group Capital, a wholly owned subsidiary of FPL Group. FPL Group Capital has issued letters of credit of $2.5 million at December 31, 2002 for obligations under purchase and sale of power agreements. Under a separate agreement between FPL Group and FPL Group Capital, FPL Group has guaranteed the payment obligations of FPL Group Capital under certain of its "Debt," which is defined so as to include the FPL Group Capital letters of credit. Fees paid to affiliated companies for management services totaled $153,600 in 2002. Equity capital invested by system companies totaled $144,551,944 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

139,012,511

  
 

Total debt obligations

$

0

  
 

Net loss

$

(4,520,211

)
 

FPL Group's equity in net loss

$

(4,520,211

)


(m)   FPL Energy Upton Wind I, LP (Upton I), FPL Energy Upton Wind II, LP (Upton II), FPL Energy Upton Wind III, LP (Upton III), and FPL Energy Upton Wind IV, LP (Upton IV) (collectively, A/K/A King Mountain), are located in Upton County, Texas. The business address of Upton I, II, III and IV is P.O. Box 547, McCamey, TX 79752. Upton I is a 79.3 megawatt wind plant which sells 100% of its power to Austin Energy. Upton II is a 79.3 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. Upton III is a 79.3 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. Upton IV is a 40.3 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. At December 31, 2002, FPL Energy Upton Wind I GP, LLC, and FPL Energy Upton Wind I LP, LLC, collectively owned 100% of Upton I, an EWG. At December 31, 2002, FPL Energy Upton Wind II GP, LLC, and FPL Energy Upton Wind II LP, LLC, collectively owned 100% of Upton II, an EWG. At December 31, 2002, FPL Energy Upton Wind III GP, LLC, and FPL Energy Upton Wind III LP, LLC, collectively owned 100% of Upton III, an EWG. At December 31, 2002, FPL Energy Upton Wind IV GP, LLC, and FPL Energy Upton Wind IV LP, LLC, collectively owned 100% of Upton IV, an EWG. ESI Energy is the parent of the entities that have interests in Upton I, II, III and IV. ESI Energy is a wholly owned subsidiary of FPL Energy which is wholly owned by FPL Group Capital, a wholly owned subsidiary of FPL Group. Fees paid to affiliated companies for management services totaled $150,000 in 2002. Equity capital invested by system companies totaled $284,711,168 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

274,065,865

  
 

Total debt obligations

$

0

  
 

Net loss

$

(10,278,165

)
 

FPL Group's equity in net loss

$

(10,278,165

)


(n)   FPL Energy Seabrook, LLC (Seabrook) is located in Seabrook, New Hampshire. The business address of Seabrook is 626 Lafayette Road, Seabrook, New Hampshire 03874. The facility is a 1,161 megawatt nuclear plant. At December 31, 2002, ESI Energy owned an 88.2% undivided interest in Seabrook, an EWG. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Fees to affiliated companies for management and administrative services in 2002 totaled $908,333. Equity capital invested by system companies totaled $922,026,224 at December 31, 2002.

        Capitalization and earnings (representing our 88.2% interest in Seabrook) during the reporting period were:
 

Total equity

$

967,740,263

  
 

Total debt obligations

$

0

  
 

Net income

$

23,107,580

  
 

FPL Group's equity in net income

$

23,107,580

  


(o)   FPL Energy Hancock County Wind, LLC (Hancock County) is located in Garner, Iowa. The business address of Hancock County is 345 State Street, Garner, IA 50438. The facility is a 97.7 megawatt wind plant which currently sells 82.43% of its power to Interstate Power and Light Company, 6.08% to The Municipal Electric Utility of the City of Cedar Falls, Iowa and 11.49% to Corn Belt Power Cooperative. At December 31, 2002, ESI Energy owned 100% of Hancock County, an EWG. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $77,568,122 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

77,553,898

  
 

Total debt obligations

$

0

  
 

Net loss

$

(14,224

)
 

FPL Group's equity in net loss

$

(14,224

)


(p)   Bastrop Energy Partners, L.P. (BEP) is located in Cedar Creek, Texas. The business address of BEP is PO Box 1748, Bastrop, TX 78602. The facility is a 566 megawatt natural gas-fired combined-cycle facility which sells its power to the market. At December 31, 2002, FPL Energy Bastrop GP, Inc. and FPL Energy Bastrop LP, LLC, whose parent is FPL Energy, collectively owned 50% of BEP, an EWG. FPL Energy is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Group Capital had outstanding letters of credit and guarantees of approximately $10 million at December 31, 2002 for obligations under purchase and sale of power and fuel agreements. Under a separate agreement between FPL Group and FPL Group Capital, FPL Group has guaranteed the payment obligations of FPL Group Capital under certain of its "Debt," which is defined so as to include the FPL Group Capital letter of credit. Fees under an operation and maintenance agreement with FPL Energy Operating Services, Inc. totaled $785,352 in 2002. Fees under a fuel management agreement between FPL Energy Power Marketing, Inc. and BEP totaled $200,000 in 2002. Fees under a power marketing agreement between FPL Energy Power Marketing, Inc. and BEP totaled $400,000 in 2002. Equity capital invested by system companies totaled $129,119,063 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

130,306,303

  
 

Total debt obligations

$

0

  
 

Net loss

$

(10,524,085

)
 

FPL Group's equity in net loss

$

(5,262,043

)


(q)   NWP Indian Mesa Wind Farm, L.P. (Indian Mesa) is located in Pecos County, Texas. The business address of Indian Mesa is Bar M Ranch, Iraan, TX 79744. The facility is an 82.5 megawatt wind plant which sells 61.82% of its power to the Lower Colorado River Authority and 38.18% of its power to TXU Electric Company. At December 31, 2002, FPL Energy Indian Mesa GP, LLC and FPL Energy Indian Mesa LP, LLC collectively owned 100% of Indian Mesa, an EWG. ESI Energy is the parent of the entities that have interests in Indian Mesa. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $78,875,027 at December 31, 2002.
 

Total equity

$

77,668,592

  
 

Total debt obligations

$

0

  
 

Net loss

$

(1,206,435

)
 

FPL Group's equity in net loss

$

(1,206,435

)


(r)   Delaware Mountain Wind Farm, LP (Delaware Mountain) is located in Culberson County, Texas. The business address of Delaware Mountain is 62/180 South Hwy. 54, Salt Flat, TX. The facility is a 30 megawatt wind plant which sells 100% of its power to the Lower Colorado River Authority. At December 31, 2002, FPL Energy Delaware Mountain GP, LLC and FPL Energy Delaware Mountain LP, LLC collectively owned 100% of Delaware Mountain, an EWG. ESI Energy is the parent of the entities that have interests in Delaware Mountain. ESI Energy is a wholly- owned subsidiary of FPL Energy which is wholly-owned by FPL Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $18,704,724 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

18,152,696

  
 

Total debt obligations

$

0

  
 

Net loss

$

(552,028

)
 

FPL Group's equity in net loss

$

(552,028

)


(s)   Pennsylvania Windfarms, Inc (PWF) is located in Garrett, PA. The business address is 226 Schrock Road, Garrett, PA 15542. The facility is a 10.4 megawatt plant, which sells 100% of its power to Green Mountain Energy, Co. At the end of December 31, 2002 FPL Energy Pennsylvania Wind, LLC owned 100% of PWF, an EWG. ESI Energy is the parent of the entity that has an interest in PWF. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. FPL Energy has outstanding letters of credit of approximately $1.3 million at December 31, 2002 for obligations under the Power Purchase Agreement and the Turbine Supply Agreement. Equity capital invested by system companies totaled $2,908,059 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

3,314,732

  
 

Total debt obligations

$

0

  
 

Net income

$

406,673

  
 

FPL Group's equity in net income

$

406,673

  


(t)   Backbone Mountain Windpower LLC (Backbone) is located in Thomas, WV. The business address is HC 60 Box 292, Thomas, WV 26292. The facility is a 66 megawatt plant, which sells 100% of its power to Exelon Corporation. At the end of December 31, 2002 Backbone Windpower Holdings, LLC owned 100% of Backbone, an EWG. ESI Energy, LLC is the parent of the entity that has an interest in Backbone. ESI Energy, LLC is a wholly-owned subsidiary of FPL Energy, LLC which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $59,369,939 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

59,376,894

  
 

Total debt obligations

$

0

  
 

Net income

$

6,955

  
 

FPL Group's equity in net income

$

6,955

  


(u)   Bayswater Peaking Facility, LLC (Bayswater) is located in Far Rockaway, NY. The business address is 1425 Bay 24th Street, Far Rockaway, NY 11691. The facility is a 54 megawatt plant, which sells 100% of its power to Long Island Power Authority (LIPA) under an exclusive power tolling arrangement with LIPA. At the end of December 31, 2002, FPL Energy New York, LLC owned 100% of Bayswater, an EWG. ESI Energy is the parent of the entity that has an interest in Bayswater. ESI Energy is a wholly-owned subsidiary of FPL Energy which is wholly-owned by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Equity capital invested by system companies totaled $53,543,072 at December 31, 2002.

        Capitalization and earnings during the reporting period were:
 

Total equity

$

58,002,537

  
 

Total debt obligations

$

0

  
 

Net income

$

4,459,465

  
 

FPL Group's equity in net income

$

4,459,465

  

 

 

 

 

The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer this 6th day of March, 2003.



 

FPL Group, Inc.




K. MICHAEL DAVIS

  

K. Michael Davis
Controller and Chief Accounting Officer
(Principal Accounting Officer)




(Corporate Seal)




Attest:




D. P. COYLE

D. P. Coyle, General Counsel and Secretary




Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed:

K. Michael Davis
Controller and Chief Accounting Officer
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, FL 33408

 

 

APPENDIX 1

SUBSIDIARIES OF FPL GROUP, INC.
December 31, 2002



Name

Jurisdiction
of
Incorporation



Location



Nature of Business

FPL GROUP CAPITAL INC

Florida

Juno Beach, FL

Holds the stock of and provides the funding for the operating companies other than FPL.

*Alandco Inc.

Florida

Juno Beach, FL

Holds real estate investments.

**Alandco I, Inc.

Florida

Juno Beach, FL

Holds real estate investments.

**Alandco/Cascade, Inc.

Florida

Juno Beach, FL

Holds real estate investments.

*CAS Investments, Inc.

Delaware

Wilmington, DE

Owns investment securities.

*FPL Energy Services, Inc.

Florida

Miami, FL

Formed to provide ongoing services to implement energy programs.

**EDMpro.com, Inc.

Delaware

Juno Beach, FL

Data management company.

*FPL Energy, LLC

Delaware

Juno Beach, FL

Participates in energy market and clean fuel generation.

**BAC Investment Corp.

Delaware

Wilmington, DE

Manages intangible assets.

**ESI Energy, LLC

Delaware

Juno Beach, FL

Participates in energy market and clean fuel generation.

***Alpha Joshua (Prime), Inc.

California

Juno Beach, FL

Inactive.

***Alpha Mariah (Prime), Inc.

California

Juno Beach, FL

Inactive.

***Backbone Windpower Holdings, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***Badger Windpower Holdings, LLC

Delaware

Juno Beach, FL

Holding company.

***Beta Mariah (Prime), Inc.

California

Juno Beach, FL

Inactive.

***Beta Willow (Prime), Inc.

California

Juno Beach, FL

Inactive.

***Big Sandy Acquisitions, LLC

Delaware

Juno Beach, FL

Inactive.

***Blythe Energy Acquisitions, LLC

Delaware

Juno Beach, FL

Formed to develop gas fired project.

****FPL Energy Blythe, LLC

Delaware

Juno Beach, FL

Formed to develop gas fired project.

*****Blythe Energy, LLC

Delaware

Juno Beach, FL

Formed to develop gas fired project.

***Boulevard Associates, LLC

Delaware

Juno Beach, FL

Inactive.

***Calhoun Power Company I, LLC

Delaware

Juno Beach, FL

Formed to develop gas fired project.

***Calhoun Power Company II Transmission
       Co., LLC

Delaware

Juno Beach, FL

Inactive.

***Calhoun Power Company II, LLC

Delaware

Juno Beach, FL

Inactive.

***Coosa River Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Coosa River Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Altamont Acquisitions, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Bay Area GP, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Bay Area, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Brady, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI California Holdings, Inc.

California

Juno Beach, FL

Holding company.

****CH Ormesa LP, Inc.

Florida

Juno Beach, FL

Inactive.

****CH Ormesa, Inc.

Florida

Juno Beach, FL

Inactive.

****CH POSDEF LP, Inc.

Florida

Juno Beach, FL

Participates in a coal project.

****CH POSDEF, Inc.

Florida

Juno Beach, FL

Participates in a coal project.

****ESI Sky River, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Calistoga GP, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Calistoga LP, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Cherokee GP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***ESI Cherokee Holdings, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

****Cherokee County Cogeneration Corp.

Delaware

Juno Beach, FL

Inactive.

****ESI Cherokee MGP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***ESI Cherokee LP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

****ESI Cherokee County, L.P.

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***ESI Chesapeake Power, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Doswell GP, Inc.

Florida

Juno Beach, FL

Participates in combined-cycle natural gas project.

****Doswell I, Inc.

Florida

Juno Beach, FL

Participates in combined-cycle natural gas project.

***ESI Double "C", Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***ESI Ebensburg, Inc.

Florida

Juno Beach, FL

Participates in a coal-fired project.

***ESI Geothermal, Inc.

Florida

Juno Beach, FL

Inactive.

****ESCA, LLC

Delaware

New York, NY

Inactive.

***ESI Hawkeye Power, LLC

Florida

Juno Beach, FL

Participates in a wind project.

***ESI Kern Front, Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***ESI LP, Inc.

Florida

Juno Beach, FL

Formed to invest in partnerships.

****ESI Montgomery County, LLC

Florida

Juno Beach, FL

Participates in a waste-to-energy project.

*****ESI Montgomery County GP, Inc.

Florida

Juno Beach, FL

Participates in a waste-to-energy project.

*****ESI Montgomery County LP, Inc.

Florida

Juno Beach, FL

Participates in a waste-to-energy project.

***ESI Lake Benton Holdings, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Mojave LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Mojave, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Multitrade LP, Inc.

Florida

Juno Beach, FL

Participates in a wood-burning electric generating project.

***ESI New Jersey Energy GP, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Northeast Energy Acquisition Funding, Inc.

Florida

Juno Beach, FL

Formed to acquire generation assets.

***ESI Northeast Energy Funding, Inc.

Florida

Juno Beach, FL

A funding corporation.

***ESI Northeast Energy GP, Inc.

Florida

Juno Beach, FL

Participates in combined-cycle natural gas project.

***ESI Northeast Energy LP, Inc.

Florida

Juno Beach, FL

Participates in combined-cycle natural gas project.

****FPL Energy New Mexico Wind, LLC

Delaware

Juno Beach, FL

Inactive.

*****Pacific Power Investments, LLC

Delaware

Wilmington, DE

Inactive.

***ESI Northeast Fuel Management, Inc.

Florida

Juno Beach, FL

Provides fuel management services.

***ESI Ormesa Debt Holdings LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Ormesa Holdings I LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Ormesa Holdings, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Ormesa IE Equity, Inc.

Florida

Juno Beach, FL

Inactive.

****ESI Ormesa Equity Holdings LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Ormesa IH Equity LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Philippines, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Pittsylvania, Inc.

Florida

Juno Beach, FL

Participates in a wood-burning electric generating project.

***ESI Prairie Winds GP, L.L.C.

Delaware

Juno Beach, FL

Inactive.

***ESI Prairie Winds LP, L.L.C.

Delaware

Juno Beach, FL

Inactive.

***ESI SEMASS Corp. LP, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Sierra, Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***ESI Silverado Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Steamboat, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Tehachapi Acquisitions, Inc.

Florida

Juno Beach, FL

Participates in wind power projects.

***ESI Vansycle GP, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Vansycle LP, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Victory, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI West Texas Energy LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***ESI West Texas Energy, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Bastrop GP, Inc.

Florida

Juno Beach, FL

Participates in a gas fired project.

***FPL Energy Bastrop LP, LLC

Delaware

Juno Beach, FL

Participates in a gas fired project.

***FPL Energy Bellingham, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Energy Bellingham, LLC

Florida

Juno Beach, FL

Inactive.

***FPL Energy Blue Mountain, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Boulder Valley, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Cal Hydro, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy California Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****ESI Cannon Acquisitions LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

*****Ridgetop Power Corporation

California

Juno Beach, FL

Operates a wind power project.

****FPL Energy Pacific Crest Partner, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Construction Funding Holdings LLC

Delaware

Wilmington, DE

Inactive.

****FPL Energy Construction Funding LLC

Delaware

Wilmington, DE

Inactive.

***FPL Energy Delaware Mountain GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Delaware Mountain LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Doswell Holdings, Inc.

Florida

Juno Beach, FL

Inactive.

****Doswell Funding Corporation

Florida

Juno Beach, FL

Inactive.

****UFG Holdings, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

***FPL Energy East Mesa LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Equipment Facility, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Everett LLC

Delaware

Juno Beach, FL

Inactive.

****Northwest Power Company, L.L.C.

Washington

Juno Beach, FL

Inactive.

***FPL Energy Forney, Inc.

Florida

Juno Beach, FL

Develop combined-cycle natural gas project.

*****MNM I LP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Forney, LLC

Delaware

Juno Beach, FL

Develop combined-cycle natural gas project.

***FPLE Forney L.P.

Delaware

Juno Beach, FL

Develop combined-cycle natural gas project.

***FPLE Forney Pipeline, L.P.

Delaware

Juno Beach, FL

Develop combined-cycle natural gas project.

***FPL Energy GRP 91-2, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy GRP 92, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Geo East Mesa Partners, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Energy Gray County Wind, LLC

Delaware

Juno Beach, FL

Holding company.

***FPL Energy Great Plains Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Hancock County Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Illinois Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Indian Mesa GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Indian Mesa LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Island End GP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Joshua Falls, LLC

Delaware

Juno Beach, FL

Inactive.

****Joshua Falls Energy Center, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Kansas Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Kelley, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Lake Benton Acquisitions, LLC

Delaware

Juno Beach, FL

Participates in a wind project.

***FPL Energy Louisiana Holdings, Inc.

Delaware

Juno Beach, FL

Inactive.

****Red River Energy Development, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy MH50 GP, LLC

Delaware

Juno Beach, FL

Participates in combined cycle natural gas project.

***FPL Energy MH50 LP,LLC

Delaware

Juno Beach, FL

Participates in combined cycle natural gas project.

***FPL Energy Marcus Hook LLC

Delaware

Juno Beach, FL

Develop combined-cycle natural gas project.

***FPL Energy Marcus Hook L.P.

Delaware

Juno Beach, FL

Develop combined-cycle natural gas project.

****FPL Energy MH700, LLC

Delaware

Juno Beach, FL

Development of gas-fired project.

***FPL Energy Mississippi Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****FPLE Red Bay Development, LLC

Delaware

Juno Beach, FL

Inactive.

****New Albany Energy Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****New Albany Energy Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Red Hill Development Company LLC

Delaware

Juno Beach, FL

Inactive.

*****Eastview Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Sandersville Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Union Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Union Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Mojave Operating Services, LLC

Delaware

Juno Beach, FL

Provides operating and maintenance services for wind projects.

***FPL Energy Morwind, LLC

Delaware

Juno Beach, FL

Participates in wind farm.

***FPL Energy New York, LLC

Delaware

Juno Beach, FL

Development of gas-fired project.

****Jamaica Bay Peaking Facility, LLC

Delaware

Juno Beach, FL

Development of gas-fired project.

****Sunrise Energy Center LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy North Carolina Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****Mountain Creek Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Mountain Creek Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy North Dakota Wind II, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy North Dakota Wind, LLC

Delaware

Juno Beach, FL

Development of wind power project.

****FPL Energy Oklahoma Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Operating Services, Inc.

Florida

Juno Beach, FL

Provides operating and maintenance services and fuel procurement for projects.

****FPL Energy CO2 Operations, Inc.

Florida

Juno Beach, FL

Inactive.

****FPL Energy Virginia Power Services, Inc.

Florida

Juno Beach, FL

Inactive.

****Texas Wind Operating Services, LLC

Delaware

Juno Beach, FL

Provides operating and maintenance services for Texas projects.

***FPL Energy PRG, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Paris GP, Inc.

Delaware

Juno Beach, FL

Participates in a natural gas project.

***INTEXCO I LP, LLC

Delaware

Juno Beach, FL

Participates in a natural gas project.

***INTEXCO I, LP

Delaware

Juno Beach, FL

Participates in a natural gas project.

***FPL Energy Paris LP, LLC

Delaware

Juno Beach, FL

Participates in a natural gas project.

***FPL Energy Pecos Wind I GP, LLC

Delaware

Juno Beach, FL

Wind project.

***FPL Energy Pecos Wind I LP, LLC

Delaware

Juno Beach, FL

Wind project.

***FPL Energy Pecos Wind II GP, LLC

Delaware

Juno Beach, FL

Wind project.

***FPL Energy Pecos Wind II LP, LLC

Delaware

Juno Beach, FL

Wind project.

***FPL Energy Pennsylvania Wind, LLC

Delaware

Juno Beach, FL

Wind project.

***FPL Energy Sacramento Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Seabrook, LLC

Delaware

Juno Beach, FL

Joint owner in a nuclear power project.

***FPL Energy Solar Funding Corp.

Florida

Juno Beach, FL

Inactive.

***FPL Energy Sooner Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy South Carolina Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****Cherokee Falls Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Cherokee Falls Power Development Company,        LLC

Delaware

Juno Beach, FL

Inactive.

****FPL Energy Anderson, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy South Dakota Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Tennessee Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****Flint Valley Energy Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Flint Valley Energy Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Milan Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

*****Milan Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Terra, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Upton Wind I GP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind I LP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind II GP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind II LP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind III GP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind III LP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind IV GP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Upton Wind IV LP, LLC

Delaware

Juno Beach, FL

Participant in wind farm.

***FPL Energy Valley Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Virginia Holdings, Inc.

Florida

Juno Beach, FL

Holding company.

****FPL Energy Virginia Funding Corporation

Delaware

Wilmington, DE

Services debt.

***FPL Energy Westside Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy White Oak, LLC

Delaware

Juno Beach, FL

Inactive.

****White Oak Power Company, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy WindRidge Acquisitions, LLC

Delaware

Juno Beach, FL

Inactive.

****WindRidge LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Wisconsin Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****FPL Energy Wisconsin Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPLE Pecos Leasing GP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPLE Pecos Leasing LP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPLE Rhode Island State Energy GP, Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***FPLE Rhode Island State Energy LP, LLC

Delaware

Juno Beach, FL

Participates in a natural gas project.

****FPLE Rhode Island State Energy, L.P.

Delaware

Juno Beach, FL

Participates in a natural gas project.

***FPLE Texas Wind I, LLC

Delaware

Juno Beach, FL

Inactive.

***FPLE Upton Leasing GP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPLE Upton Leasing LP, LLC

Delaware

Juno Beach, FL

Inactive.

***Harper Lake Acquisitions, Inc.

Florida

Juno Beach, FL

Inactive.

***Harper Lake Holdings, Inc.

Florida

Juno Beach, FL

Inactive.

***Harper Lake Management, Inc.

Florida

Juno Beach, FL

Inactive.

***High Desert Land Acquisition LLC

Delaware

Juno Beach, FL

Inactive.

***High Winds Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****High Winds, LLC

Delaware

Juno Beach, FL

Inactive.

***Hyperion IX, Inc.

Florida

Juno Beach, FL

Participates in a solar electric generating system.

****HLC IX Company

California

Juno Beach, FL

Participates in a solar electric generating system.

***Hyperion VIII, Inc.

Florida

Juno Beach, FL

Participates in a solar electric generating system.

****Harper Lake Company VIII

California

Juno Beach, FL

Participates in a solar electric generating system.

****KM Acquisitions X GP, LLC

Delaware

Juno Beach, FL

Inactive.

****KM Acquisitions XI GP, LLC

Delaware

Juno Beach, FL

Inactive.

****KM Acquisitions XII GP, LLC

Delaware

Juno Beach, FL

Inactive.

****KM Acquisitions XIII GP, LLC

Delaware

Juno Beach, FL

Inactive.

***LET Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

***Limerick Partners, LLC

Delaware

Juno Beach, FL

Inactive.

***MES Financial Corp.

Delaware

Wilmington, DE

Manages intangible assets.

***Midway Power, LLC

Delaware

Juno Beach, FL

Inactive.

***NG Acquisition L.L.C.

Florida

Juno Beach, FL

Inactive.

****Nevada Geothermal Holdings, L.L.C.

Florida

Juno Beach, FL

Inactive.

***Northern Cross Investments, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

***OTG, LLC

Delaware

Juno Beach, FL

Inactive.

***Oconee River Development Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Oconee River Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***Philadelphia Refinery Generation, LLC

Delaware

Juno Beach, FL

Inactive.

***Southern Sierra Power, LLC

Delaware

Juno Beach, FL

Inactive.

***Sullivan Street Investments, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

***Summer Shade Transmission Company, LLC

Delaware

Juno Beach, FL

Inactive.

***Timber Creek Power Company, LLC

Delaware

Juno Beach, FL

Inactive.

****Chaplin's Acreage Transmission Company LLC

Delaware

Juno Beach, FL

Inactive.

***Tower Associates, LLC

Delaware

Juno Beach, FL

Inactive.

***Uinta County Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

**FPL Energy East Mesa Holdings LLC

Delaware

Juno Beach, FL

Inactive.

**FPL Energy Maine, Inc.

Delaware

Juno Beach, FL

Participates in generation assets.

***FPL Energy Maine Operating Services LLC

Delaware

Juno Beach, FL

Provides operating and maintenance services for a power company.

***FPL Energy Spruce Point LLC

Delaware

Juno Beach, FL

Provider of services for fossil and hydro generation facilities.

**FPL Energy Power Marketing, Inc.

Florida

Juno Beach, FL

Provides retail marketing services.

**FPL Energy Project Management, Inc.

Florida

Juno Beach, FL

Provides employee services.

***Blythe Project Management, LLC

Delaware

Juno Beach, FL

Construction agent for a gas-fired merchant facility.

**FPL Group International, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Group Argentina, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Group International South America II, Inc.

Florida

Juno Beach, FL

Inactive.

****FPL Group International Brazil (Cayman) I, Inc.

Cayman

Cayman Islands
B.W.I.

Inactive.

****FPL Group International Brazil (Cayman) II, Inc.

Cayman

Cayman Islands
B.W.I.

Inactive.

***FPL Group International South America, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Mamonal, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL-I TPP, Inc.

Florida

Juno Beach, FL

Inactive.

***Karaha Bodas Investment Corp.

Cayman

Cayman Islands, B.W.I.

Inactive.

****Java Geothermal Company, L.L.C.

Delaware

Juno Beach, FL

Inactive.

*****Karaha Bodas Company, L.L.C.

Cayman

Cayman Islands,
B.W.I.

Inactive.

**Square Lake Holdings, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

*FPL FiberNet, LLC

Delaware

Miami, FL

Exempt telecommunications company.

*FPL Group Holdings 1, Inc.

Florida

Juno Beach, FL

Inactive.

*FPL Group Holdings 2, Inc.

Florida

Juno Beach, FL

Inactive.

*FPL Holdings Inc

Florida

Juno Beach, FL

Holds certain fixed assets used by FPL Group.

**Colonial Penn Capital Holdings, Inc.

Delaware

Juno Beach, FL

Holds the stock of Bay Loan and Investment Bank.

*FPL Investments Inc

Florida

Juno Beach, FL

Manages a leveraged lease portfolio.

*HJT Holdings, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

**SRM Investments, L.P.

Delaware

Wilmington, DE

Manages intangible assets.

***EMB Investments

Delaware

Wilmington, DE

Manages intangible assets.

*LCR Holdings, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

*Palms Insurance Company, Limited

Cayman

Cayman Islands, B.W.I.

Operates as a captive insurance company primarily engaged in reinsuring liability insurance coverage for FPL Group, Inc. and its subsidiaries.

*Praxis Group, Inc.

Delaware

Miami, FL

Holds certain immaterial assets and liabilities, but no longer actively in business.

*Turner Foods Corporation

Florida

Punta Gorda, FL

Holding company.

*West Boca Security, Inc.

Delaware

Wilmington, DE

Holds note receivable.

FPL Group Foundation, Inc.

Florida

Juno Beach, FL

Formed to become a nonprofit corporation for charitable purposes.

Florida Power & Light Company

Florida

Juno Beach, FL

Electric utility company.

*FPL Enersys, Inc.

Florida

Juno Beach, FL

Formed to pursue opportunities for development or acquisition of energy systems.

**FPL Energy Services II, Inc.

Florida

Juno Beach, FL

Inactive.

**FPL Services, LLC

Florida

Juno Beach, FL

Inactive.

*FPL Historical Museum, Inc.

Florida

Juno Beach, FL

A not-for-profit corporation formed to collect and preserve tangible objects that help interpret or describe the history of Florida Power & Light Company.

*KPB Financial Corp.

Delaware

Wilmington, DE

Formed to manage intangible assets.