<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-8841
Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company
(Full title of the plan)
FPL GROUP, INC.
(Name of issuer of the securities held pursuant to the plan)
700 Universe Boulevard
Juno Beach, Florida 33408
(Address of principal executive offices)
(Zip Code)
<PAGE>
INDEPENDENT AUDITORS' REPORT
EMPLOYEE BENEFITS COMMITTEE OF THE BOARD OF DIRECTORS
OF FPL GROUP, INC.:
We have audited the accompanying statements of net assets available
for benefits of the Employee Thrift and Retirement Savings Plan for
Bargaining Unit Employees of Florida Power & Light Company (the
"Plan") as of December 31, 1996 and 1995, and the related statement
of changes in net assets available for benefits for the year ended
December 31, 1996. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an
opinion on these financial statements 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 financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan
as of December 31, 1996 and 1995 and the changes in net assets
available for benefits for the year ended December 31, 1996 in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules of (1) assets held for investment as of December 31, 1996,
and (2) transactions in excess of five percent of the current value
of plan assets for the year ended December 31, 1996, are presented
for the purpose of additional analysis and are not a required part of
the basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental information by fund is
presented for the purposes of additional analysis of the basic
financial statements rather than to present information regarding the
net assets available for benefits of the individual funds, and is not
a required part of the basic financial statements. The supplemental
schedules and supplemental information by fund are the responsibility
of the Plan's management. Such schedules have been subjected to the
auditing procedures applied in our audit of the basic 1996 financial
statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Miami, Florida
June 20, 1997
<PAGE>
EMPLOYEE THRIFT AND RETIREMENT SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES OF FLORIDA POWER & LIGHT COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Receivables:
Accrued interest - ESOP Account ................................................ $ 1,222 $ 975
Total receivables .......................................................... 1,222 975
General investments:
Interest-bearing cash .......................................................... 2,741,024 2,079,646
Loans to participants - other .................................................. 20,993,023 19,366,022
Value of interest in master trusts ............................................. 92,390,507 81,833,417
Value of interest in registered investment companies ........................... 108,860,516 85,254,648
Total general investments .................................................. 224,985,070 188,533,733
Employer securities:
Employer securities held by the Plan ........................................... 158,156,716 159,521,957
Leveraged ESOP employer securities (allocated to the Plan) ..................... 133,589,892 135,163,804
Total employer securities .................................................. 291,746,608 294,685,761
Total assets ..................................................................... 516,732,900 483,220,469
LIABILITIES
Interest payable - ESOP Account .................................................. 346,716 359,848
Acquisition indebtedness (Leveraged ESOP loan allocated to the Plan) ............. 107,342,468 104,266,546
Total liabilities ................................................................ 107,689,184 104,626,394
NET ASSETS ....................................................................... $409,043,716 $378,594,075
</TABLE>
The accompanying Notes to Financial Statements are an integral part of
these statements.
<PAGE>
EMPLOYEE THRIFT AND RETIREMENT SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES OF FLORIDA POWER & LIGHT COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year ended December 13, 1996
<S> <C> <C>
INCOME
Contributions:
Received from participants ..................................................... $14,400,703
Noncash contributions (from employer) .......................................... 6,262,385
Total contributions .......................................................... $ 20,663,088
Earnings on investments:
Interest:
Interest-bearing cash ........................................................ 107,634
Other loans (participant loans) .............................................. 1,733,743
Total interest ............................................................. 1,841,377
Common stock dividends ......................................................... 5,305,607
Net gain (loss) on sale of assets:
Aggregate proceeds ........................................................... 29,022,242
Aggregate carrying amount .................................................... 29,801,222
Net loss on sale of assets ................................................. (778,980)
Unrealized appreciation of assets .............................................. 291,956
Net investment gain from master trusts ......................................... 7,474,996
Net investment gain from registered investment companies ....................... 15,496,625
Total income ..................................................................... 50,294,669
EXPENSES
Benefit payment and payments to provide benefits:
Directly to participants or beneficiaries ...................................... 17,199,991
Total payments to provide benefits ........................................... 17,199,991
Administrative expenses:
Contract administrator fees .................................................... 50,589
Total administrative expenses ................................................ 50,589
Total expenses ................................................................... 17,250,580
NET INCOME ....................................................................... 33,044,089
TRANSFERS
Transfers to the Plan ............................................................ 2,042,007
Effect of current year Leveraged ESOP activity ................................... (4,636,455)
Total transfers from the Plan .................................................... (2,594,448)
NET ASSETS AT DECEMBER 31, 1995 .................................................. 378,594,075
NET ASSETS AT DECEMBER 31, 1996 .................................................. $409,043,716
</TABLE>
The accompanying Notes to Financial Statements are an integral part of
these statements.
<PAGE>
EMPLOYEE THRIFT AND RETIREMENT SAVINGS PLAN FOR
BARGAINING UNIT EMPLOYEES OF FLORIDA POWER & LIGHT COMPANY
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 1996
1. Description of the Plan and Significant Accounting Policies
The Plan
The following description of the Employee Thrift and Retirement Savings
Plan for Bargaining Unit Employees of Florida Power & Light Company
(Plan) provides only general information. Participating employees
(Members) should refer to the Summary Plan Description in their
employee handbook for a more complete description of the Plan.
Fidelity Management Trust Company (Trustee) administers the trust
(Trust) established under the Plan and the FPL Group Employee Thrift
Plan (Group Plan).
Participation in the Plan, which is voluntary, is open to any employee of
Florida Power & Light Company (FPL or Company) whose compensation
is established under a collective bargaining agreement between the
Company and the International Brotherhood of Electrical Workers AFL-
CIO through its System Council U-4 (Bargaining Unit). Bargaining Unit
employees are eligible to participate in the Plan on the first day of the
month coincident with the completion of six continuous full months of
service. The Plan includes a cash or deferred compensation
arrangement (Tax Saver Option) permitted by Section 401(k) of the
Internal Revenue Code of 1986, as amended (Code). The Tax Saver
Option permits a Member to elect to defer federal income taxes on all or
a portion of their contributions (Tax Saver Contributions) until they are
distributed from the Plan. Tax Saver Contributions were limited in 1996
to a maximum of $9,500 per Member and may be increased or
decreased in future years for cost-of-living adjustments.
The Plan also includes leveraged employee stock ownership plan
(Leveraged ESOP) provisions. The Leveraged ESOP is a stock bonus
plan within the meaning of Treasury Regulation Section 1.401-1(b)(1)(iii)
that is qualified under Section 401(a) of the Code and is designed to
invest primarily in common stock of FPL Group, Inc. (Common Stock).
The Trust purchased Common Stock from FPL Group, Inc. (FPL Group)
using the proceeds of a loan (Acquisition Indebtedness) from FPL Group
Capital Inc (FPL Group Capital), a subsidiary of FPL Group (see Note 3).
The Common Stock acquired by the Trust is initially held in a separate
account (ESOP Account). As the Acquisition Indebtedness (including
interest) is repaid, each Member's account is allocated its portion of
Common Stock released from the ESOP Account.
Effective for the 1996 plan year, the Company instituted a Flexible
Dividend Program which enables participants to choose how their
dividends on certain shares of Common Stock held in the Plan are to be
paid. Dividends on Common Stock acquired through the Leveraged
ESOP do not qualify under this new program. The options available to
participants include reinvestment of dividends in Company Stock;
distribution of dividends in cash; distribution of dividends in cash and
contribution of an equivalent amount of their compensation to their thrift
plan account; or a partial distribution with the balance reinvested in
Common Stock. Prior to this new program, all dividends on stock in the
FPL Group Company Stock Fund were reinvested in Company Stock.
Contributions, Loans, Withdrawals and Transfers to (from) the Plan
The Plan provides for basic contributions by eligible employees in whole
percentages from 1% to 7% of their base compensation (Earnings),
which is matched in part by the Company with shares of Common Stock.
For basic Tax Saver or After Tax Contributions, the Company match is
100% on the first 3% of a Member's Earnings, 50% on the next 3% and
25% on the last 1%. The Plan also provides for supplemental
contributions by Members to be made in whole percentages from 1% to
9% of their Earnings, bringing the total maximum contributions to 16%.
The value of a Member's contributions (including all income, gains and
losses) is at all times 100% vested. Company contributions vest at a
rate of 20% each year and are fully vested upon a Member attaining five
years of service as a Member of the Plan. An employee may also
receive vesting credit for prior years of service as a member of the
Group Plan.
The Plan's investment options include eleven investment choices: eight
core investment options and three investment strategy options. The core
investment options include various mutual funds, a separately managed
portfolio of short- and long-term investment contracts and Common
Stock. The strategy options combine portions of the individual core
investment options available through the Plan providing various
combinations of stocks and fixed income investments.
The Plan allows Members, at any time, to change their contribution
percentage, to change their investment option allocation for future
contributions or to transfer their account balance attributable to Member
contributions from one investment option to another. At year end, the
number of Members contributing to the Plan was 4,158. Company
contributions are primarily made from Common Stock shares released
from the ESOP Account. Forfeitures of non-vested Company
contributions due to termination of Plan participation are used to reduce
the amount of future Company contributions to the Plan. A Member who
has attained at least the age of fifty and completed five years of service
while a Member will be permitted to transfer all or any portion of
Company contributions made to his or her account and any earnings
thereon to one or more of the other investment options. Any future
Company contributions will continue to be invested in Common Stock.
Company contributions made on behalf of business managers and
others employed by the Bargaining Unit and serving on Company
property while on a leave of absence from the Company will be
reimbursed by the Bargaining Unit.
A Member may borrow from his or her account during his or her
employment under certain conditions. At December 31, 1996, the loan
interest rate was 8.5%.
Withdrawals by Members from certain of their accounts during their
employment are permitted with certain penalties and restrictions. The
penalties limit a Member's contributions to the Plan for varying periods
following a withdrawal.
Transfers to (from) the Plan generally represent net transfers between
the Plan and the Group Plan. The transfers arise as a result of
members transferring between bargaining unit and non-bargaining unit
status while employed at FPL.
Basis of Accounting
The financial statements of the Plan are prepared under the accrual
basis of accounting. Investment income and interest income on loans to
Members is recognized when earned. Contributions by Members and
Company contributions are accrued on the basis of amounts withheld
through payroll deductions. Distributions to Members are recorded when
paid.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value, except insurance and
financial institution investment contracts which are stated at contract
value (see Investment Contracts below). Shares of registered
investment companies are valued at quoted market prices, which
represent the net asset value of shares held by the Plan at year end.
The FPL Group Company stock is valued at its quoted market price.
Loans to participants are valued at cost, which approximates fair value.
Purchases and sales of investment securities are recorded on the trade
date. Gains or losses on sales of investment securities are determined
using the carrying amount of the securities. The carrying amounts of
securities held in Member accounts are adjusted daily; securities held in
the ESOP Account (see Note 2) are adjusted annually. Unrealized
appreciation or depreciation is recorded to recognize changes in market
value.
Investment Contracts
The Plan has entered into investment contracts with various insurance
companies and financial institutions. The contracts are fully benefit
responsive and are included in the financial statements at contract value
(which represents contributions made under the contract, plus earnings,
less withdrawals and administrative expenses). There are no reserves
against contract values for credit risk of the contract issuer or otherwise.
The contract value of investment contracts at December 31, 1996, which
are held in the Conservative Investment Strategy, Moderate Growth
Investment Strategy, Long-Term Growth Investment Strategy, and
Managed Income Portfolio was $2,387,000, $3,859,000, $1,211,000 and
$48,523,000, respectively. As of the same date, the fair value of
investment contracts in these funds was $2,401,000, $3,882,000,
$1,218,000 and $48,806,000, respectively. At December 31, 1995, the
contract value of investment contracts for these funds was $1,986,000,
$3,630,000, $1,097,000 and $41,359,000, respectively, with fair values
of $2,037,000, $3,724,000, $1,125,000 and $42,433,000, respectively.
The average yield and crediting interest rates for the portfolio of
investment contracts were 6.68%. The crediting interest rate is based
on an agreed-upon formula with the issuer, but cannot be less than zero.
2. Employee Stock Ownership Plan Account Allocation
The assets, liabilities and net income of the ESOP Account are not
considered plan assets but are for the joint benefit of the Plan and the
Group Plan. The ESOP Account is allocated for financial reporting
purposes based on each plan's relative net assets. The Plan's allocation
of Common Stock held in the ESOP Account (employer securities),
Acquisition Indebtedness and interest payable have been reflected in the
Statements of Net Assets Available for Benefits, but are not available for,
or the obligation of, Plan Members. The employer securities will be
released from the ESOP Account and distributed to Members' accounts
in satisfaction of part or all of the Company's matching contribution
obligation under the Plan as the Acquisition Indebtedness is repaid (see
Note 3). ESOP shares allocated to date are classified as employer
securities held by the Plan on the Statements of Net Assets Available for
Benefits. The Acquisition Indebtedness will be repaid from dividends on
the shares acquired by the ESOP Account, as well as from cash
contributions from FPL Group. The net effect of a change in the
allocation percentage from year to year is reported as a transfer to or
from the Plan. The value of the shares distributed to Member accounts
is not affected by these allocations.
Condensed financial statements of the ESOP Account are presented
below, indicating the allocations made to each plan. The effect of
current year Leveraged ESOP activity on net assets is included in
transfers to (from) the plan in the financial statements of each plan.
Distributions of shares to the plans are presented as noncash
contributions in the financial statements of each plan.
<TABLE>
<CAPTION>
Total ESOP The
Account Group Plan The Plan
<S> <C> <C> <C>
Allocation percentage ............................................. 100% 69% 31%
Accrued interest .................................................. $ 3,909 $ 2,687 $ 1,222
Employer securities ............................................... 427,350,902 293,761,010 133,589,892
Total assets .................................................... 427,354,811 293,763,697 133,591,114
Acquisition indebtedness .......................................... 343,386,013 236,043,545 107,342,468
Interest payable .................................................. 1,109,137 762,421 346,716
Total liabilities ............................................... 344,495,150 236,805,966 107,689,184
Net assets - end .................................................. $ 82,859,661 $ 56,957,731 $ 25,901,930
Contributions received from employer .............................. $ 16,230,758
Interest income ................................................... 9,977
Dividends ......................................................... 17,537,072
Net loss on sale of assets (1) .................................... (830,145)
Unrealized depreciation of assets ................................. (3,483,839)
Total income .................................................... 29,463,823
Interest expense .................................................. 33,419,307
Net loss .......................................................... (3,955,484) $ (2,719,001) $ (1,236,483)
Distribution of shares to plans ................................... (19,297,816) (13,035,431) (6,262,385)
Transfers to (from) the plan ...................................... - (2,862,413) 2,862,413
Effect of current year Leveraged ESOP activity on net assets ...... (23,253,300) (18,616,845) (4,636,455)
Net assets - beginning ............................................ 106,112,961 75,574,576 30,538,385
Net assets - end .................................................. $ 82,859,661 $ 56,957,731 $ 25,901,930
(1) Primarily represents the decrease in market value since the beginning of the year on shares that were held by the ESOP
Account and distributed to the plans during the current year.
</TABLE>
3. Acquisition Indebtedness
In December 1990, the Trust, which holds plan assets for both the
Plan and the Group Plan, borrowed $360 million from FPL Group Capital
to purchase approximately 12.4 million shares of Common Stock. The
unallocated shares of Common Stock acquired with the proceeds of the
Acquisition Indebtedness are collateral for the Acquisition
Indebtedness. As principal payments are made, a percentage of Common
Stock is released as collateral and becomes available to satisfy
matching contributions and dividend requirements of the Plan and the
Group Plan. During 1996, 504,072 shares of Common Stock were
released as collateral for the Acquisition Indebtedness. The
scheduled principal repayments of the Acquisition Indebtedness for
the next five years and thereafter are as follows: 1997 -
$1,655,000; 1998 - $1,672,000; 1999 - $1,825,000; 2000 - $1,873,000;
2001 - $3,883,000 and thereafter - $332,478,000. The Acquisition
Indebtedness matures in 2019, bears interest at a fixed rate of 9.69%
per year and is to be repaid using dividends received on Common Stock
held by the ESOP Account and ESOP shares distributed to Member's
accounts, along with cash contributions from FPL Group. In 1996,
such dividends received totaled approximately $21,754,000 and cash
contributions from FPL Group totaled approximately $16,231,000. See
Note 2 for information on the Plan's allocation percentage of the
Acquisition Indebtedness.
4. Parties-In-Interest Transactions
Company contributions are primarily made in Common Stock released
from the ESOP Account or in cash which is used to purchase Common
Stock by the Trustee. Such amounts are reported as noncash
contributions (from employer) and contributions received from
employer, respectively. During 1996, no cash contributions were
necessary.
Dividend income earned by the Plan results from dividends on Common
Stock. Dividends on shares held in the ESOP Account were used to
repay the Acquisition Indebtedness (see Note 3). Certain dividends
on shares held in Members' accounts are reinvested in Common Stock
for the benefit of its Members pursuant to FPL Group's Dividend
Reinvestment and Common Share Purchase Plan in which the Trustee
participates.
5. Statement of Net Assets Available for Benefits Information by
Investment Fund Option
Information about the Statements of Net Assets Available for Benefits
by investment fund option is as follows:
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
Interest-bearing cash:
Fidelity Retirement Government Money Market Portfolio ........................... $ 2,741,024 $ 2,079,646
Value of interest in Master Trusts:
Conservative Investment Strategy ................................................ $ 4,590,887 $ 4,183,991
Moderate Growth Investment Strategy ............................................. 18,268,513 16,558,254
Long-term Growth Investment Strategy ............................................ 16,695,052 13,127,656
Short-term liquid investments maintained in FPL Group Company Stock Fund ........ 1,894,833 3,255,550
Managed Income Portfolio ........................................................ 50,941,222 44,707,966
$ 92,390,507 $ 81,833,417
Value of interest in registered investment companies:
Fidelity U.S. Bond Index Portfolio .............................................. $ 5,198,187 $ 5,322,977
Fidelity U.S. Equity Index Portfolio ............................................ 40,489,976 29,041,073
Fidelity Magellan Fund .......................................................... 33,013,422 29,758,215
Fidelity OTC Portfolio .......................................................... 20,105,651 13,535,877
Fidelity Overseas Fund .......................................................... 10,053,280 7,596,506
$108,860,516 $ 85,254,648
FPL Group Company Stock Fund ...................................................... $158,156,716 $159,521,957
</TABLE>
6. Statement of Changes in Net Assets Available for Benefits
Information by Investment Fund Option
Information about the Statement of Changes in Net Assets Available for
Benefits by investment fund option is as follows:
<TABLE>
<CAPTION>
Fidelity
Retirement Moderate Long-term
Government Conservative Growth Growth
Money Mkt. Investment Investment Investment
Portfolio Strategy Strategy Strategy
<S> <C> <C> <C> <C>
INCOME
Contributions ........................................... $ 98,386 $ 197,117 $ 970,078 $ 1,156,805
Interest and dividends .................................. 107,634 - - -
Net investment gain from master trusts .................. - 383,163 2,046,821 2,121,702
Net investment gain from registered investment companies. - - - -
Total income .......................................... 206,020 580,280 3,016,899 3,278,507
EXPENSES
Benefit payment and payments to provide benefits ........ 187,760 233,194 596,635 383,670
Administrative expenses ................................. 1,391 535 1,562 1,457
Total expenses ........................................ 189,151 233,729 598,197 385,127
NET INCOME (LOSS) ....................................... 16,869 346,551 2,418,702 2,893,380
TRANSFERS
Net transfers to (from) the Plan ........................ 1,166 302,629 60,602 (32,274)
Net exchanges between investment funds .................. 650,291 (248,191) (807,752) 607,623
Net participant loan activity ........................... (6,948) 5,907 38,707 98,667
Total transfers ....................................... 644,509 60,345 (708,443) 674,016
NET ASSETS AT DECEMBER 31, 1995 ......................... 2,079,646 4,183,991 16,558,254 13,127,656
NET ASSETS AT DECEMBER 31, 1996 ......................... $2,741,024 $4,590,887 $18,268,513 $16,695,052
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Managed U.S. Bond U.S. Equity Fidelity
Income Index Index Magellan
Portfolio Portfolio Portfolio Fund
<S> <C> <C> <C> <C>
INCOME
Contributions ....................................... $ 2,074,458 $ 360,441 $ 2,126,087 $ 2,480,730
Interest and dividends .............................. - - - -
Net investment gain from master trusts .............. 2,923,310 - - -
Net investment gain from registered
investment companies .............................. - 167,173 7,195,896 3,501,898
Total income ...................................... 4,997,768 527,614 9,321,983 5,982,628
EXPENSES
Benefit payment and payments to provide benefits .... 2,947,229 313,571 1,223,677 1,152,302
Administrative expenses ............................. 5,369 6,224 17,984 8,365
Total expenses .................................... 2,952,598 319,795 1,241,661 1,160,667
NET INCOME (LOSS) ................................... 2,045,170 207,819 8,080,322 4,821,961
TRANSFERS
Net transfers to (from) the Plan .................... 852,916 35,853 232,607 251,953
Net exchanges between investment funds .............. 3,672,732 (368,480) 3,394,551 (1,832,725)
Net participant loan activity ....................... (337,562) 18 (258,577) 14,018
Total transfers ................................... 4,188,086 (332,609) 3,368,581 (1,566,754)
NET ASSETS AT DECEMBER 31, 1995 ..................... 44,707,966 5,322,977 29,041,073 29,758,215
NET ASSETS AT DECEMBER 31, 1996 ..................... $50,941,222 $5,198,187 $40,489,976 $33,013,422
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity FPL Group
OTC Overseas Company Loan
Portfolio Fund Stock Fund Fund
<S> <C> <C> <C>
INCOME
Contributions .......................................... $ 1,306,881 $ 878,157 $ 9,013,948 -
Interest and dividends ................................. - - 5,305,607 $ 1,733,743
Net gain on sale of assets ............................. - - (778,980) -
Unrealized appreciation of assets ...................... - - 291,956 -
Net investment gain from master trusts ................. - - - -
Net investment gain from registered investment companies 3,531,418 1,100,240 - -
Total income ......................................... 4,838,299 1,978,397 13,832,531 1,733,743
EXPENSES
Benefit payment and payments to provide benefits ....... 705,404 312,632 8,532,792 611,125
Administrative expenses ................................ 535 509 6,658 -
Total expenses ....................................... 705,939 313,141 8,539,450 611,125
NET INCOME (LOSS) ...................................... 4,132,360 1,665,256 5,293,081 1,122,618
TRANSFERS
Net transfers to (from) the Plan ....................... 69,594 9,106 355,342 -
Net exchanges between investment funds ................. 2,323,202 690,384 (8,081,635) -
Net participant loan activity .......................... 44,618 92,028 (292,746) 504,383
Total transfers ...................................... 2,437,414 791,518 (8,019,039) 504,383
NET ASSETS AT DECEMBER 31, 1995 ........................ 13,535,877 7,596,506 162,777,507 19,366,022
NET ASSETS AT DECEMBER 31, 1996 ........................ $20,105,651 $10,053,280 $160,051,549 $20,993,023
</TABLE>
7. Income Taxes
In June 1996, FPL received from the Internal Revenue Service (IRS) a
favorable determination that the Plan, as amended and restated through
January 1, 1995, met the requirements of Section 401 of the Code. The
Trust established under the Plan will generally be exempt from federal
income taxes under Section 501(a) of the Code; Company contributions
paid to the Trust under the Plan will be allowable federal income tax
deductions of the Company subject to the conditions and limitations of
Section 404 of the Code; and the Plan will meet the requirements of
Section 401(k) of the Code allowing Tax Saver Contributions to be
exempt from federal income tax at the time such contributions are made,
provided that in operation the Plan and Trust meet the applicable
provisions of the Code. In addition, FPL Group will be able to claim an
income tax deduction for dividends used to repay the Acquisition
Indebtedness.
Company contributions to the Plan on a Member's behalf, the Member's
Tax Saver Contributions, and the earnings thereon generally are not
taxable to the Member until such Company contributions, Tax Saver
Contributions, and earnings from investments are distributed or
withdrawn. A loan from a Member's account generally will not represent
a taxable distribution if the loan is repaid in a timely manner and does
not exceed certain limitations.
8. Expenses
Certain fees such as annual account maintenance and investment
management fees are paid by Plan participants. Trustee's fees and
expenses are paid by FPL Group (which may charge each company
under the Plan its allocated share) and, therefore, are not reflected in the
financial statements.
9. Master Trusts
A summary of participating interest in and financial statements for the
Master Trusts follow.
<TABLE>
<CAPTION>
Percent of
Interest in Master Trust
December 31,
1996 1995
<S> <C> <C>
MANAGED INCOME PORTFOLIO
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 75.3% 76.9%
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company
EIN 59-0247775
PN 003 ............................................................................... 24.7% 23.1%
CONSERVATIVE INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 78.5% 80.9%
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company
EIN 59-0247775
PN 003 ............................................................................... 21.5% 19.1%
MODERATE GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 72.8% 72.8%
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company
EIN 59-0247775
PN 003 ............................................................................... 27.2% 27.2%
LONG-TERM GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 73.2% 74.1%
Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company
EIN 59-0247775
PN 003 ............................................................................... 26.8% 25.9%
</TABLE>
<PAGE>
MANAGED INCOME PORTFOLIO
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
General investments:
Value of unallocated insurance and financial institution contracts ............... $205,997,972 $193,915,147
Total assets ....................................................................... 205,997,972 193,915,147
LIABILITIES ........................................................................ - -
NET ASSETS ......................................................................... $205,997,972 $193,915,147
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
<S> <C>
INCOME
Contributions received from participants .......................................................... $ 5,975,112
Earnings on investments:
Interest ........................................................................................ 12,541,438
Total income ...................................................................................... 18,516,550
EXPENSES
Benefit payments to participants or beneficiaries ................................................. 21,402,437
Account maintenance fees .......................................................................... 13,954
Total expenses .................................................................................... 21,416,391
NET INCOME ........................................................................................ (2,899,841)
TRANSFERS
Transfers into fund ............................................................................... 15,804,421
Transfers out of fund ............................................................................. (821,755)
Net transfers ..................................................................................... 14,982,666
NET ASSETS AT BEGINNING OF YEAR ................................................................... 193,915,147
NET ASSETS AT END OF YEAR ......................................................................... $205,997,972
</TABLE>
<PAGE>
CONSERVATIVE INVESTMENT STRATEGY
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Receivables:
Income ........................................................................... $ 92,010 $ 97,323
General investments:
Value of unallocated insurance and financial institution contracts ............... 11,130,733 11,125,422
Mutual funds ..................................................................... 10,114,440 10,659,174
Total general investments .................................................... 21,245,173 21,784,596
Total assets ....................................................................... 21,337,183 21,881,919
LIABILITIES ........................................................................ 10,000 695
NET ASSETS ......................................................................... $21,327,183 $21,881,224
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
<S> <C> <C>
INCOME
Contributions received from participants ............................................ $ 524,565
Earnings on investments:
Interest .......................................................................... 703,811
Dividends ......................................................................... 747,614
Net gain (loss) on sale of assets:
Aggregate proceeds .............................................................. $6,410,821
Aggregate costs ................................................................. 6,358,772 52,049
Unrealized appreciation of assets ................................................. 133,240
Total income ........................................................................ 2,161,279
EXPENSES
Benefit payments to participants or beneficiaries ................................... 1,303,824
Account maintenance fees ............................................................ 1,592
Total expenses ...................................................................... 1,305,416
NET INCOME .......................................................................... 855,863
TRANSFERS
Transfers into fund ................................................................. 3,452,648
Transfers out of fund ............................................................... (4,862,552)
Net transfers ....................................................................... (1,409,904)
NET ASSETS AT BEGINNING OF YEAR ..................................................... 21,881,224
NET ASSETS AT END OF YEAR ........................................................... $21,327,183
</TABLE>
<PAGE>
MODERATE GROWTH INVESTMENT STRATEGY
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Receivables:
Income ........................................................................... $ 189,105 $ 163,111
Other ............................................................................ 289,362 55,111
Total receivables .............................................................. 478,467 218,222
General investments:
Value of unallocated insurance and financial institution contracts ............... 16,619,701 13,476,054
Mutual funds ..................................................................... 50,206,139 47,463,369
Total general investments .................................................... 66,825,840 60,939,423
Total assets ....................................................................... 67,304,307 61,157,645
LIABILITIES ........................................................................ 160,161 189,645
NET ASSETS ......................................................................... $67,144,146 $60,968,000
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
<S> <C> <C>
INCOME
Contributions received from participants ............................................ $ 3,213,382
Earnings on investments:
Interest .......................................................................... 970,575
Dividends ......................................................................... 4,193,414
Net gain (loss) on sale of assets:
Aggregate proceeds .............................................................. $11,978,129
Aggregate costs ................................................................. 11,254,884 723,245
Unrealized appreciation of assets ................................................. 1,574,752
Total income ........................................................................ 10,675,368
EXPENSES
Benefit payments to participants or beneficiaries ................................... 3,176,300
Account maintenance fees ............................................................ 5,083
Total expenses ...................................................................... 3,181,383
NET INCOME .......................................................................... 7,493,985
TRANSFERS
Transfers into fund ................................................................. 7,034,125
Transfers out of fund ............................................................... (8,351,964)
Net transfers ....................................................................... (1,317,839)
NET ASSETS AT BEGINNING OF YEAR ..................................................... 60,968,000
NET ASSETS AT END OF YEAR ........................................................... $67,144,146
</TABLE>
<PAGE>
LONG-TERM GROWTH INVESTMENT STRATEGY
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1996 1995
<S> <C> <C>
ASSETS
Receivables:
Income ........................................................................... $ 84,421 $ 64,372
Other ............................................................................ 144,682 9,816
Total receivables .............................................................. 229,103 74,188
General investments:
Value of unallocated insurance and financial institution contracts ............... 5,841,951 4,332,541
Mutual funds ..................................................................... 56,400,940 46,383,613
Total general investments .................................................... 62,242,891 50,716,154
Total assets ....................................................................... 62,471,994 50,790,342
LIABILITIES ........................................................................ 159,707 44,815
NET ASSETS ......................................................................... $62,312,287 $50,745,527
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
<S> <C> <C>
INCOME
Contributions received from participants ............................................ $ 4,610,941
Earnings on investments:
Interest .......................................................................... 332,814
Dividends ......................................................................... 4,217,739
Net gain (loss) on sale of assets:
Aggregate proceeds .............................................................. $11,213,233
Aggregate costs ................................................................. 11,191,976 21,257
Unrealized appreciation of assets ................................................. 3,525,160
Total income ........................................................................ 12,707,911
EXPENSES
Benefit payments to participants or beneficiaries ................................... 2,782,248
Account maintenance fees ............................................................ 4,983
Total expenses ...................................................................... 2,787,231
NET INCOME .......................................................................... 9,920,680
TRANSFERS
Transfers into fund ................................................................. 11,060,466
Transfers out of fund ............................................................... (9,414,386)
Net transfers ....................................................................... 1,646,080
NET ASSETS AT BEGINNING OF YEAR ..................................................... 50,745,527
NET ASSETS AT END OF YEAR ........................................................... $62,312,287
</TABLE>
<PAGE>
ATTACHMENT: Schedule 1
FORM 5500: Line 27 (a)
FLORIDA POWER & LIGHT COMPANY
EIN 59-0247775
EMPLOYEE THRIFT AND RETIREMENT SAVINGS PLAN
FOR THE BARGAINING UNIT EMPLOYEES OF
FLORIDA POWER & LIGHT COMPANY
PLAN #003
PLAN YEAR: 1996
ASSETS HELD FOR INVESTMENT AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Historic Current
Units Fund Name Price Cost Value
<S> <C> <C> <C> <C>
2,741,023.880 Fidelity Retirement Government Money Market Portfolio $ 1.00 $ 2,741,024 $ 2,741,024
360,352.229 Conservative Investment Strategy $12.74 3,782,128 4,590,887
1,322,846.743 Moderate Growth Investment Strategy $13.81 14,030,785 18,268,513
1,158,574.029 Long-Term Investment Strategy $14.41 12,689,542 16,695,052
50,941,221.720 FPL Managed Income Portfolio $ 1.00 50,941,222 50,941,222
492,252.583 Fidelity U.S. Bond Index Portfolio $10.56 5,211,296 5,198,187
1,502,410.989 Fidelity U.S. Equity Index Portfolio $26.95 29,400,819 40,489,976
409,341.877 Fidelity Magellan Fund $80.65 31,495,382 33,013,422
614,663.729 Fidelity OTC Portfolio $32.71 17,640,982 20,105,651
325,981.822 Fidelity Overseas Fund $30.84 9,491,583 10,053,280
9,921,828.678 FPL Company Stock Fund $12.37 82,897,457 122,733,020
2,999,881.739 FPL Company Stock Fund - LESOP $12.44 29,430,570 37,318,529
Outstanding Loan Balances (7.5% to 11.5%; 20,993,023 20,993,023
maturing 1997-2001)
Total Assets Held for Investment $310,745,813 $383,141,786
</TABLE>
<PAGE>
ATTACHMENT: Schedule 2
FORM 5500: Line 27 (d)
FLORIDA POWER & LIGHT COMPANY
EIN 59-0247775
EMPLOYEE THRIFT AND RETIREMENT SAVINGS PLAN
FOR THE BARGAINING UNIT EMPLOYEES OF
FLORIDA POWER & LIGHT COMPANY
PLAN #003
PLAN YEAR: 1996
TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE
CURRENT VALUE OF PLAN ASSETS FOR THE
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Transaction by Total Total Number of Number Realized
Fund or Carrier Purchases Sales Purchases of Sales Gain (Loss)
<S> <C> <C> <C> <C> <C>
FPL Managed Income Fund $27,317,914 $21,084,659 257 252 -
FPL Company Stock Fund $26,783,308 $29,022,242 254 252 $6,059,666
Fidelity Magellan Fund $16,383,439 $11,765,196 254 253 $ (43,877)
Fidelity OTC Portfolio $12,039,327 $ 6,620,465 251 238 $ 310,580
Fidelity U.S. Equity Index Portfolio $13,416,291 $ 8,180,669 254 251 $1,064,911
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Employee Benefits Plan Administrative Committee has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
DATE: June 26, 1997 Employee Thrift and Retirement Savings Plan
for Bargaining Unit Employees of
Florida Power & Light Company
(Name of Plan)
By: JAMES K. PETERSON
James K. Peterson
Director of Employee Selection,
Performance & Rewards
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective
Amendment No. 2 to Registration Statement No. 33-33215 on Form S-8
of our report dated June 20, 1997 on the financial statements of the
Employee Thrift and Retirement Savings Plan for Bargaining Unit
Employees of Florida Power & Light Company for the year ended
December 31, 1996 appearing in this Annual Report on Form 11-K of
FPL Group, Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Miami, Florida
June 26, 1997
