File No. 69-302
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming
Exemption under Rule U-3A-2 from the
Provisions of the Public Utility Holding
Company Act of 1935
To be Filed Annually Prior to March 1
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:
<PAGE>
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt
wholesale generator (EWG) or foreign utility company in which
claimant directly or indirectly holds an interest.
FPL Group, Inc. ("Claimant") is a Florida corporation, organized
in 1984, with its principal executive offices at 700 Universe
Boulevard, Juno Beach, Florida 33408. Claimant's business is
the holding of all the outstanding capital stock of its
subsidiaries.
The name, jurisdiction of incorporation, location and nature of
business of each subsidiary of Claimant, as of December 31, 1993
is set forth in Appendix 1 hereto.
2. A brief discussion of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission and distribution of electric energy for sale, or
for the production, transmission and distribution of natural or
manufactured gas, indicating the location of principal
generating plants, transmission lines, producing fields, gas
manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the
state in which claimant and its subsidiaries are organized and
all transmission or pipelines which deliver or receive electric
energy or gas at the borders of such state.
Claimant owns no property used in the generation or production,
transmission, or distribution of natural or manufactured gas or
of electric energy for sale.
Claimant's only subsidiary public utility company is Florida
Power & Light Company ("FPL"), a Florida corporation, which is
an electric utility company. A description of the properties
of FPL used for the generation, transmission, or distribution
of electric energy for sale is set forth in Appendix 2 hereto.
All of these properties are located within the State of Florida
except for Scherer Unit No. 4 which is located in Georgia.
3. The following information with respect to claimant and each of
its subsidiary public utility companies as of December 31, 1993:
(a) Number of kwh of electric energy sold or Mcf. of
natural or manufactured gas distributed at
retail.
Claimant - None
FPL - 72,454,676,000 kwh
(b) Number of kwh of electric energy and Mcf. of
natural or manufactured gas distributed at
retail outside the state in which each such
company is organized.
Claimant - None
FPL - None
(c) Number of kwh of electric energy and Mcf. of
natural or manufactured gas sold at wholesale
outside the state in which each such company is
organized, or at the state line.
Claimant - None
FPL - 418,092,000 kwh
<PAGE>
(d) Number of kwh of electric energy and Mcf. of
natural or manufactured gas purchased outside
the state in which each such company is
organized, or at the state line.
Claimant - None
FPL - 9,421,522,000 kwh
4. The following information for the reporting period with respect
to claimant and each interest it holds directly or indirectly
in an EWG or a foreign utility company, stating monetary amounts
in United States dollars:
(a) Name, location, business address and description
of the facilities used by the EWG or foreign
utility company for the generation, transmission
and distribution of electric energy for sale or
for the distribution at retail of natural or
manufactured gas.
Claimant's only interest in an EWG is Doswell Limited
Partnership ("Doswell"), the business address of which is
2112 W. Laburnum Avenue, Suite 108, Richmond, VA 23227. The
facility is a 663 megawatt gas-fired combined cycle plant
located in Hanover County, Virginia, which sells 100% of its
power to Virginia Electric and Power Company.
(b) Name of each system company that holds an
interest in such EWG or foreign utility company;
and description of the interest held.
ESI Doswell, Inc. and ESI LP, Inc. each own a limited
partnership interest in Doswell. These interests in the
aggregate will average approximately 43% over the life of the
partnership. ESI Doswell, Inc. and ESI LP, Inc. are
wholly-owned subsidiaries of ESI Energy, Inc., which is a
wholly-owned subsidiary of FPL Group Capital Inc, a
wholly-owned subsidiary of Claimant.
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming
exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility
company by the holding company claiming
exemption; and any debt or other financial
obligation for which there is recourse, directly
or indirectly, to the holding company claiming
exemption or another system company, other than
the EWG or foreign utility company.
ESI Doswell, Inc.'s and ESI LP, Inc.'s combined investment
balance in the EWG is $37,194,000. Claimant does not directly
or indirectly guarantee any security of Doswell, nor is there
any recourse to Claimant for any financial obligations of
Doswell.
(d) Capitalization and earnings of the EWG or
foreign utility company during the reporting
period.
Doswell - Total Partner's Capital = $31,144,000
Total Debt Obligations = $419,500,000
Net Income = $19,463,000
Claimant's Equity in Net Income = $7,139,000
(e) Identify any service, sales or construction
contract(s) between the EWG or foreign utility company
and a system company, and describe the services to be
rendered or goods sold and fees or revenues under such
agreement(s).
None
<PAGE>
APPENDIX 1
SUBSIDIARIES OF FPL GROUP, INC.
<TABLE>
<CAPTION>
Jurisdiction
of
Name Incorporation Location Nature of Business
<S> <C> <C> <C>
Florida Power & Light Company Florida Juno Beach, FL Operates as an
electric utility company.
*Land Resources Investment Co. Florida Juno Beach, FL Holds real property used or
to be used by FPL.
*FPL Enersys, Inc. Florida Miami, FL Operates as a holding company
for a subsidiary which was formed
to provide ongoing services to
implement energy programs.
**FPL Energy Services, Inc. Florida Miami, FL Operates as a corporation formed
to provide ongoing services to
implement energy programs.
*KPB Financial Corp. Delaware Wilmington, DE Manages intangible assets.
FPL Group Capital Inc Florida Juno Beach, FL Operates as a holding company which
owns the capital stock of and provides
the funding for non-utility operating
companies.
*ESI Energy, Inc. Florida West Palm Beach, FL Operates as a holding company
of subsidiaries participating in energy
production projects and leveraged leases.
**ESI California Holdings, Inc. California San Francisco, CA Operates as a holding company for
subsidiaries participating in energy
projects.
***CH Ormesa L.P., Inc. Florida West Palm Beach, FL Participates in a geothermal
project.
***CH Ormesa, Inc. Florida West Palm Beach, FL Participates in a geothermal
project.
***CH POSDEF L.P., Inc. Florida West Palm Beach, FL Participates in a coal project.
***CH POSDEF, Inc Florida West Palm Beach, FL Participates in a coal project.
***ESI Sky River, Inc. Florida West Palm Beach, FL Participates in an electric generating
project.
**ESI LP, Inc. Florida West Palm Beach, FL Operates as a corporation
formed to invest in a partnership.
**ESI Pittsylvania, Inc. Florida West Palm Beach, FL Participates in a wood-burning electric
generating project.
**ESI Geothermal Inc. Florida West Palm Beach, FL Participates in a geothermal project.
**ESI Geothermal II Inc. Florida West Palm Beach, FL Participates in a geothermal project.
**ESI Double "C", Inc. Florida West Palm Beach, FL Participates in a natural gas project.
**ESI Kern Front, Inc. Florida West Palm Beach, FL Participates in a natural gas project.
<PAGE>
**ESI Sierra, Inc. Florida West Palm Beach, FL Participates in a natural gas project.
**ESI Ebensburg, Inc. Florida West Palm Beach, FL Participates in a waste-to-energy project.
**ESI Victory, Inc. Florida West Palm Beach, FL Participates in a project to generate
electric energy through the use of
wind-powered turbines.
**Hyperion VIII, Inc. Florida West Palm Beach, FL Participates in a solar electric generating
system.
**ESI Bay Area, Inc. Florida West Palm Beach, FL Participates in a wind-powered electric
generating project.
**ESI SEMASS Corp. LP, Inc. Florida West Palm Beach, FL Participates in a waste-to-energy project.
**Alpha Joshua (Prime), Inc. California San Francisco, CA Participates in a transmission line.
**Alpha Mariah (Prime), Inc. California San Francisco, CA Participates in a transmission line.
**Beta Mariah (Prime), Inc. California San Francisco, CA Participates in a transmission line.
**Beta Willow (Prime), Inc. California San Francisco, CA Participates in a transmission line.
**ESI WTE Development, Inc. Florida West Palm Beach, FL Participates in a waste-to-energy project.
**ESI URI, Inc. Florida West Palm Beach, FL Participates in the development
of a natural gas project.
**Hyperion IX, Inc. Florida West Palm Beach, FL Participates in a solar electric generating system.
**ESI West Enfield, Inc. Florida West Palm Beach, FL Participates in a wood burning electric
generating project.
**ESI Jonesboro, Inc. Florida West Palm Beach, FL Participates in a wood
burning electric
generating project.
**ESI Antilles LP, Inc. Florida West Palm Beach, FL Participates in a floating barge power plant
project.
**ESI Antilles, Inc. Florida West Palm Beach, FL Participates in a
floating barge power plant
project.
**ESI Doswell, Inc. Florida West Palm Beach, FL Participates in a
natural gas project.
**ESI Brady, Inc. Florida West Palm Beach, FL Participates in a
geothermal project.
**ESI Montgomery County, Inc. Florida West Palm Beach, FL Participates in a waste-to-energy
project.
**Harper Lake Operations, Inc. California San Francisco, CA Operates as a corporation formed
to operate a solar electric generating
system.
**ESI Red Bank, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
<PAGE>
**ESI Red Bank LP, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
**ESI Australia II, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
***ESI Energy Australia Australia West Palm Beach, FL Operates as a corporation formed
Pty. Limited to develop coal waste-to-energy
projects.
****ESI Energy Australia Australia West Palm Beach, FL Operates as a corporation formed
Hunter Valley Pty. Limited to develop coal waste-to-energy
projects.
**ESI Australia III, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
**ESI Australia IV, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
**ESI Australia V, Inc. Delaware West Palm Beach, FL Operates as a corporation formed
to develop coal waste-to-energy
projects.
**ESI San Emidio, Inc. Florida West Palm Beach, FL Participates in the development of
a geothermal project.
**ESI Vale, Inc. Florida West Palm Beach, FL Participates in the development of a
geothermal project.
**ESI Vale II, Inc. Florida West Palm Beach, FL Participates in the development of
a geothermal project.
**MES Financial Corp. Delaware Wilmington, DE Operates as a corporation formed to
hold bonds and loans receivable.
**FPL Investments Inc Florida West Palm Beach, FL Engages in leveraged lease transactions.
*Palms Insurance Company, Limited Cayman Cayman Operates as a captive
Islands Islands insurance company primarily engaged in
British West British West reinsuring liability insurance
Indies Indies coverage for FPL Group, Inc.
and its subsidiaries.
**Palmetto Insurance Cayman Cayman Operates as a captive insurance company
Company, Limited Islands Islands primarily engaged in reinsuring liability
British West British West insurance coverage for FPL Group, Inc.
Indies Indies and its subsidiaries.
*Telesat Cablevision, Inc. Florida Pompano Beach, FL Provides cable television service in Florida.
**Telesat Cablevision of Florida Pompano Beach, FL Operates as a holding company for
South Florida, Inc. subsidiaries involved in cable
partnerships.
***Cable LP (Pasco), Inc. Florida Pompano Beach, FL Owns a limited partnership interest
in a cable television joint venture
(Florida Satellite Network, Ltd.).
<PAGE>
***Cable LP II, Inc. Florida Pompano Beach, FL Currently inactive (i.e., does not hold any
partnership interests in cable television
partnerships).
***Cable LP I, Inc. Florida Pompano Beach, FL Owns limited partnership interests in three
cable television joint ventures (i.e., W.B.
Cable, Dynamic Cable, Cable By Choice).
*Turner Foods Corporation Florida Punta Gorda, FL Operates as a holding company for
subsidiaries which own and operate an
agricultural real estate
brokerage business, citrus
groves and citrus nurseries in Florida,
and provide management services to
citrus grove operators.
**Turner Corporation Florida Immokalee, FL Operates citrus groves.
**Avon Citrus Nursery, Inc. Florida Avon Park, FL Operates citrus nurseries.
**Agriculture Management Florida Punta Gorda, FL Provides management services to
Services Company, Inc. citrus grove operators.
***River Run Caretaking Florida Punta Gorda, FL Operates as a corporation formed
Service, Inc. to manage groves for third parties.
***AMS Realty, Inc. Florida Punta Gorda, FL Operates an agricultural real estate
brokerage business.
***Turner Aquaculture, Inc. Florida Punta Gorda, FL The physical assets of the company
were sold during 1992. The company now
holds a mortgage receivable secured by
these assets.
*QualTec Professional Services, Inc. Florida Palm Beach Holds the remaining assets and
Gardens, FL liabilities of the divisions of
QualTec to be discontinued.
*QualTec Quality Services, Inc. Florida North Palm Beach, FL Provides training and consulting
services in Total Quality Management
to a variety of industries, both
commercial and Governmental.
*FPL Holdings Inc Florida Juno Beach, FL Purchases, owns, leases, and maintains
the fixed assets of FPL Group, Inc.
**Colonial Penn Capital Holdings, Inc. Delaware Philadelphia, PA Operates as a holding company for
non-insurance operations.
***Bay Loan and Investment Bank Rhode Island Providence, RI Engages in commercial and consumer
lending and the acceptance of time
deposits. Bay Loan was reclassified
to discontinued operations in 1991;
therefore no financial statements are
presented.
*Alandco Inc. Florida North Palm Beach, FL Engages in the investment in and
development of real estate.
**Alandco I, Inc. Florida North Palm Beach, FL Engages in the investment in and
development of real estate.
**Alandco/Cascade, Inc. Florida North Palm Beach, FL Engages in the investment in
and development of real estate.
**TWC Sixty-Three, Inc. Florida North Palm Beach, FL Owns an interest in a real
estate partnership.
*Praxis Group, Inc. Delaware Miami, FL Holds certain assets and
liabilities, but no longer
actively in business.
</TABLE>
<PAGE>
APPENDIX 2
PROPERTIES OF FLORIDA POWER & LIGHT COMPANY
Generating Facilities. As of December 31, 1993, FPL had the following
generating facilities:
<TABLE>
<CAPTION>
Net Warm
No. of Weather
Facility Location Units Fuel Capability
(mw)
<S> <C> <C> <C> <C>
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. The two 624 mw units are
jointly owned by FPL and the Jacksonville Electric Authority (JEA).
(2) Excludes Orlando Utilities Commission's and Florida Municipal Power Agency's combined
share of approximately 15% of St. Lucie Unit No. 2.
(3) Represents FPL's 49% ownership of Scherer Unit No. 4. 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. The 846 mw unit is jointly owned by FPL,
the JEA and Georgia Power Company.
</TABLE>
<PAGE>
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 (all of
which are located in Florida) are as follows:
<TABLE>
<CAPTION>
Trench
Overhead Lines and Submarine
Nominal Voltage Pole Miles Cable Miles
<S> <C> <C>
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.
</TABLE>
<PAGE>
EXHIBIT B
An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding-company
system.
FPL Group, Inc. (Claimant)
* FPL Group Capital Inc
** ESI Energy, Inc.
*** ESI Doswell, Inc.
*** ESI LP, Inc.
ESI Doswell, Inc. and ESI LP, Inc. each own a limited partnership
interest in Doswell Limited Partnership, an EWG. These interests
in the aggregate will average approximately 43% over the life of
the partnership.
<PAGE>
Claimant has caused this statement to be duly executed on its
behalf by its authorized officer this 25th day of February, 1994.
FPL GROUP, INC.
By: P. J. EVANSON
P. J. Evanson
Vice President, Finance and
Chief Financial 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:
P. J. Evanson
Vice President, Finance and Chief Financial
Officer
FPL Group, Inc.
700 Universe Boulevard
Juno Beach, FL 33408
<PAGE>
In accordance with Rule 201 of Regulation S-T, Exhibit A (Consolidating
Financial Statements) to this document U-3A-2 will be filed in paper
pursuant to a temporary hardship exemption.
