UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549







FORM U-3A-2

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 February 24, 2005








Page 1 of 28


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, 2004, 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, 2004, FPL and the claimant (including EWG subsidiaries) had the following generating facilities:


FPL Facilities

 

Location

 

No. of Units

 

Fuel

 

Net Capability (mw)(a)

    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

   

801

 

        Cutler

 

Miami, FL

 

2

 

Gas

   

206

 

        Manatee

 

Parrish, FL

 

2

 

Oil/Gas

   

1,591

 

        Martin

 

Indiantown, FL

 

2

 

Oil/Gas

   

1,643

 

        Port Everglades

 

Port Everglades, FL

 

4

 

Oil/Gas

   

1,201

 

        Riviera

 

Riviera Beach, FL

 

2

 

Oil/Gas

   

556

 

        St. Johns River Power Park

 

Jacksonville, FL

 

2

 

Coal/Petroleum Coke

   

232

(c)

        Sanford

 

Lake Monroe, FL

 

1

 

Oil/Gas

   

138

 

        Scherer

 

Monroe County, GA

 

1

 

Coal

   

639

(d)

        Turkey Point

 

Florida City, FL

 

2

 

Oil/Gas

   

798

 

    Combined-cycle

                   

        Fort Myers

 

Fort Myers, FL

 

1

 

Gas

   

1,441

 

        Lauderdale

 

Dania, FL

 

2

 

Gas/Oil

   

859

 

        Martin

 

Indiantown, FL

 

2

 

Gas

   

943

 

        Putnam

 

Palatka, FL

 

2

 

Gas/Oil

   

498

 

        Sanford

 

Lake Monroe, FL

 

2

 

Gas

   

1,889

 

    Simple-cycle combustion turbines

                   

        Fort Myers

 

Fort Myers, FL

 

1

 

Gas/Oil

   

326

 

        Martin

 

Indiantown, FL

 

1

 

Gas/Oil

   

320

 

    Gas turbines/diesels

                   

        Fort Myers

 

Fort Myers, FL

 

12

 

Oil

   

648

 

        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

               

18,940

(e)

(a)

Represents FPL'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. Johns River Power Park Units Nos. 1 and 2, which are jointly owned with Jacksonville Electric Authority (JEA).

(d)

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

(e)

Substantially all of FPL's properties are subject to the lien of FPL's mortgage.  FPL expects to add 1,906 mw by mid-2005, primarily as a result of the planned mid-2005 addition of the natural gas combined cycle generation at the Martin and Manatee sites.


FPL Energy Facilities

 

Location

 

No. of Units

 

Fuel

 

Net Capability (mw)(a)

    Wind

                   

        Cabazon

 

Riverside County, CA

 

53

 

Wind

   

40

 

        Cerro Gordo (b)

 

Cerro Gordo County, IA

 

55

 

Wind

   

41

 

        Delaware Mountain

 

Culberson County, TX

 

39

 

Wind

   

30

 

        Diablo Wind

 

Alameda County, CA

 

31

 

Wind

   

21

 

        Gray County

 

Gray County, KS

 

170

 

Wind

   

112

 

        Green Mountain

 

Somerset County, PA

 

8

 

Wind

   

10

 

        Green Power

 

Riverside County, CA

 

22

 

Wind

   

17

 

        Hancock County (b)

 

Hancock County, IA

 

148

 

Wind

   

98

 

        High Winds (b)

 

Solano County, CA

 

90

 

Wind

   

162

 

        Indian Mesa

 

Upton County, TX

 

125

 

Wind

   

83

 

        King Mountain

 

Upton County, TX

 

215

 

Wind

   

281

 

        Lake Benton II (b)

 

Pipestone County, MN

 

138

 

Wind

   

104

 

        Meyersdale

 

Somerset County, PA

 

20

 

Wind

   

30

 

        Mill Run

 

Fayette County, PA

 

10

 

Wind

   

15

 

        Montfort (b)

 

Iowa County, WI

 

20

 

Wind

   

30

 

        Mountaineer

 

Preston & Tucker Counties, WV

 

44

 

Wind

   

66

 

        New Mexico (b)

 

Quay & Debaca Counties, NM

 

136

 

Wind

   

204

 

        North Dakota

 

LaMoure County, ND

 

41

 

Wind

   

62

 

        Oklahoma / Sooner

 

Harper & Woodward Counties, OK

 

68

 

Wind

   

102

 

        Sky River

 

Kern County, CA

 

342

 

Wind

   

77

 

        Somerset Wind Power

 

Somerset County, PA

 

6

 

Wind

   

9

 

        South Dakota

 

Hyde County, SD

 

27

 

Wind

   

41

 

        Southwest Mesa (b)

 

Upton & Crockett Counties, TX

 

107

 

Wind

   

75

 

        Stateline (b)

 

Umatilla County, OR and Walla Walla
County, WA

 


454

 


Wind

   


300

 

        Vansycle

 

Umatilla County, OR

 

38

 

Wind

   

25

 

        Victory Garden

 

Kern County, CA

 

96

 

Wind

   

22

 

        Waymart

 

Wayne County, PA

 

43

 

Wind

   

65

 

        Windpower Partners 1994 (b)

 

Culberson County, TX

 

112

 

Wind

   

27

 

        Woodward Mountain

 

Upton & Pecos Counties, TX

 

242

 

Wind

   

160

 

        Wyoming

 

Uinta County, WY

 

80

 

Wind

   

144

 

        Investments in joint ventures

 

Various

 

3,634

 

(c)

   

305

 

            Total Wind

               

2,758

 

    Contracted

                   

        Bayswater (b)

 

Far Rockaway, NY

 

1

 

Gas

   

54

 

        Calhoun (b)

 

Eastaboga, AL

 

4

 

Gas

   

668

 

        Doswell (b)

 

Ashland, VA

 

4

 

Gas/Oil

   

708

 

        Doswell - Expansion (b)

 

Ashland, VA

 

1

 

Gas/Oil

   

171

 

        Jamaica Bay (b)

 

Far Rockaway, NY

 

1

 

Oil/Gas

   

54

 

        Investments in joint ventures

Various

12

(d)

515

            Total Contracted

               

2,170

 

    Merchant

                   

        Blythe Energy

 

Blythe, CA

 

1

 

Gas

   

507

 

        Forney

 

Forney, TX

 

2

 

Gas

   

1,700

 

        Lamar Power Partners

 

Paris, TX

 

2

 

Gas

   

1,000

 

        Maine

 

Various - ME

 

6

 

Oil

   

656

(e)

        Maine

 

Various - ME

 

83

 

Hydro

   

361

 

        Marcus Hook 50

 

Marcus Hook, PA

 

1

 

Gas

   

50

 

        Marcus Hook 750 (b)

 

Marcus Hook, PA

 

3

 

Gas

   

744

 

        RISEP (b)

 

Johnston, RI

 

1

 

Gas

   

550

 

        Seabrook

 

Seabrook, NH

 

1

 

Nuclear

   

1,024

(f)

            Total Merchant

               

6,592

 

    TOTAL

               

11,520

 

(a)

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

(b)

These consolidated generating facilities are encumbered by liens against their assets securing various financings.

(c)

Represents plants with no more than 50% ownership using wind technology.

(d)

Represents plants with no more than 50% ownership using fuels and technologies such as gas, waste-to-energy, solar, coal and petroleum coke.

(e)

Excludes 10 other energy-related partners' combined share of 38.22%.

(f)

Excludes Massachusetts Municipal Wholesale Electric Company's, Taunton Municipal Lighting Plant's and Hudson Light & Power Department's combined share of 11.77%.


Transmission and Distribution.  During 2004, FPL purchased transmission substation assets located in Seabrook, New Hampshire at their net book value of approximately $21 million from a subsidiary of FPL Energy, LLC (FPL Energy).  The substation assets were transferred in order to qualify for cost recovery opportunities in New England that are limited to transmission providers.  At December 31, 2004, FPL owned and operated the following electric transmission and distribution lines:

Nominal
Voltage

Overhead Lines
Pole Miles

Trench and Submarine
Cables Miles

500

kv

   

1,104

(a)

   

-

 

230

kv

   

2,395

     

25

 

138

kv

   

1,454

     

49

 

115

kv

   

668

     

-

 

69

kv

   

164

     

14

 

Less than 69 kv

41,144

24,166

Total

46,929

24,254

(a)  Includes approximately 75 miles owned jointly with JEA.


In addition, at December 31, 2004, FPL owned and operated 537 substations, one of which is jointly owned.


3.    Florida Power & Light Company

Total kwh of Electric Energy Sold & Purchased
Year Ended December 31, 2004


State

 

kwh
Sold

 

Revenue
$

 

kwh
Purchased

 

Purchased
$

Georgia

 

1,191,432,000

 

$

49,457,393

 

819,664,262

 

$

163,050,787

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

 



1,191,432,000

   



49,457,393

 



819,664,262

 



$



163,050,787

Florida

 

103,635,499,297

   

8,536,653,919

         

Total electric energy sold (at retail or wholesale)

 


104,826,931,297

 


$


8,586,111,312

         



Total MMBtu's of Gas Sold & Purchased
Year Ended December 31, 2004


State

 

MMBtu's
Sold

 

Revenue
$

 

MMBtu's
Purchased

 

Purchased
$

Alabama

 

86,683

 

$

503,977

 

103,120,006

 

$

634,061,919

Louisiana

 

7,410,118

   

46,199,199

 

148,624,531

   

890,981,167

Mississippi

 

49,943

   

292,908

 

48,803,485

   

275,752,093

Texas

 

-

   

-

 

34,282,126

   

207,273,297

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

 

7,546,744

   

46,996,084

 

334,830,148

 


$

2,008,068,476

Florida

 

2,599,592

   

16,560,225

         

Total gas sold at wholesale

 

10,146,336

 

$

63,556,309

         



FPL had no natural or manufactured gas distributed at retail and no electric energy distributed at retail outside of Florida.

4.

FPL Group has the following interests in EWG's:


(1)  Backbone Mountain Windpower LLC (Backbone, A/K/A Mountaineer) is located in Preston and Tucker Counties, West Virginia. The business address of Backbone is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 66 megawatt wind plant which sells 100% of its power to Exelon Generation Corporation. At December 31, 2004, Backbone Windpower Holdings, LLC owned 100% of Backbone, an EWG. ESI Energy, LLC (ESI Energy) is the parent of the entity that has an interest in Backbone. 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. Equity capital invested by system companies totaled $66,763,291 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


69,991,550


 
 

Total debt obligations

$

0

   
 

Net income

$

1,888,316

   
 

FPL Group's equity in net income

$

1,888,316

   


(2)  Badger Windpower, LLC (Badger, A/K/A Montfort) is located in Iowa County, Wisconsin. The business address of Badger is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. 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, 2004, FPL Energy American Wind, LLC owned 100% of Badger, an EWG. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC (Production Tax Credits) and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $103,805 in 2004. Equity capital invested by system companies totaled $18,817,293 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


26,330,928


 
 

Total debt obligations

$

0

   
 

Net income

$

2,242,800

   
 

FPL Group's equity in net income

$

2,242,800

   


(3)  Bayswater Peaking Facility, LLC (Bayswater) is located in Far Rockaway, New York. The business address of Bayswater is 1425 Bay 24th Street, Far Rockaway, NY 11691. The facility is a 54 megawatt oil- and gas-fired simple cycle plant which sells 100% of its power to Long Island Power Authority (LIPA) under an exclusive power tolling arrangement with LIPA. At December 31, 2004, FPL Energy Rockaway Peaking Facilities, LLC owned 100% of Bayswater, an EWG. FPL Energy New York, LLC owned 100% of FPL Energy Rockaway Peaking Facilities, LLC. 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. The project assets serve as collateral for the debt held at FPL Energy Rockaway Peaking Facilities, LLC. Fees paid to affiliated companies for operations, management and administrative services totaled $493,118 in 2004. Equity capital returned to system companies in excess of equity capital invested by system companies totaled $14,292,202 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


2,110,667


 
 

Total debt obligations

$

52,788,793

   
 

Net income

$

4,753,203

   
 

FPL Group's equity in net income

$

4,753,203

   



(4)  Blythe Energy, LLC (Blythe) is located in Blythe, California. The business address of Blythe is 15560 W. Hobsonway, Blythe, CA 92225. Blythe is a 507 megawatt natural gas-fired combined cycle merchant plant. At December 31, 2004, FPL Energy Blythe, LLC owned 100% of Blythe, an EWG. FPL Energy Blythe, LLC is wholly-owned by Blythe Energy Acquisitions, LLC. ESI Energy is the parent of the entity that has an interest in Blythe. 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 certain payment obligations of the EWG. Equity invested by system companies totaled $195,368,063 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


136,943,479


 
 

Total debt obligations (intercompany)

$

268,295,000

   
 

Net loss

$

(45,618,835

)

 
 

FPL Group's equity in net loss

$

(45,618,835

)

 


(5)  Calhoun Power Company I, LLC (Calhoun) is located in Eastaboga, Alabama. The business address of Calhoun is 720 Green Valley Drive, Eastaboga, AL 36260. The facility is a 668 megawatt natural gas-fired simple-cycle facility which sells its power to Alabama Power Company. At December 31, 2004, FPL Energy Construction Funding LLC owned 100% of Calhoun, an EWG. FPL Energy Construction Funding, LLC is wholly-owned by FPL Energy Construction Funding Holdings LLC which is wholly-owned by 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. The project assets serve as collateral for the debt held at FPL Energy Construction Funding, LLC (Construction Funding). 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 guarantees. FPL Group Capital has guaranteed certain payment obligations of the EWG. Fees paid to affiliated companies for operations, management and administrative services totaled $860,000 in 2004. Equity capital invested by system companies totaled $136,234,782
at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


154,950,246


 
 

Total debt obligations

$

104,225,000

   
 

Net income

$

14,109,223

   
 

FPL Group's equity in net income

$

14,109,223

   



(6)  Delaware Mountain Wind Farm, LP (Delaware Mountain) is located in Culberson County, Texas. The business address of Delaware Mountain is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 30 megawatt wind plant which sells 100% of its power to the Lower Colorado River Authority. At December 31, 2004, 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 Group Capital, a wholly-owned subsidiary of FPL Group. Fees paid to affiliated companies for operations, management and administrative services totaled $122,400 in 2004. Equity capital invested by system companies totaled $19,656,002 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


17,560,465


 
 

Total debt obligations

$

0

   
 

Net loss

$

(843,160

)

 
 

FPL Group's equity in net loss

$

(843,160

)

 


(7)  Diablo Winds, LLC (Diablo) is located in Alameda County, California. The business address of Diablo is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 21 megawatt wind plant which sells 100% of its power to Pacific Gas & Electric. At December 31, 2004, ESI Energy owned 100% of Diablo, 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 $16,494,527 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


16,466,494


 
 

Total debt obligations

$

0

   
 

Net loss

$

(28,033

)

 
 

FPL Group's equity in net loss

$

(28,033

)

 


(8)  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 oil- and gas-fired combined cycle plant and a 171 megawatt oil- and gas-fired simple cycle plant, which sell 100% of their power to Virginia Electric and Power Company. At December 31, 2004, ESI LP, LLC and Doswell I, LLC collectively owned 100% of the partnership interests in Doswell, an EWG, and ESI Doswell GP, LLC owned 100% of Doswell I, LLC. ESI Energy is the parent of ESI LP, LLC and ESI Doswell GP, LLC. 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 had outstanding letters of credit of approximately $13.8 million at December 31, 2004 for obligations under purchase and sale of power and fuel transportation 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. The project assets serve as collateral for the debt held at FPL Energy Virginia Funding Corporation. 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 guarantees and letters of credit. Fees paid to affiliated companies for operations, management and administrative services totaled $1,216,022 in 2004. Equity capital returned to system companies in excess of equity capital invested by system companies totaled $182,806,784 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


33,924,335


 
 

Total debt obligations (intercompany)

$

309,375,000

   
 

Net income

$

42,743,496

   
 

FPL Group's equity in net income

$

42,743,496

   



(9)  ESI Vansycle Partners, L.P. (Vansycle) is located in Umatilla County, Oregon. The business address of Vansycle is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 25 megawatt wind plant which sells 100% of its power to Portland General Electric Company. At December 31, 2004, ESI Vansycle GP, Inc. and ESI Vansycle LP, Inc. collectively owned 100% of Vansycle, an EWG. ESI Energy is the parent of the entities that have interests in Vansycle. 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 certain payment obligations of the EWG. Fees paid to affiliated companies for operations, management and administrative services totaled $105,000 in 2004. Equity capital invested by system companies totaled $11,729,017 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


20,127,683


 
 

Total debt obligations

$

0

   
 

Net income

$

1,509,185

   
 

FPL Group's equity in net income

$

1,509,185

   


(10)  FPL Energy Cabazon Wind, LLC (Cabazon) is located in Riverside County, California. The business address of Cabazon is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 40 megawatt wind plant which sells 100% of its power to Southern California Edison. At December 31, 2004, ESI California Holdings, Inc. owned 100% of Cabazon, an EWG. ESI Energy is the parent of the entity that has an interest in Cabazon. 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 operations, management and administrative services totaled $101,880 in 2004. Equity capital invested by system companies totaled $31,726,805 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


32,749,617


 
 

Total debt obligations

$

0

   
 

Net income

$

1,047,551

   
 

FPL Group's equity in net income

$

1,047,551

   


(11)  FPL Energy Callahan Wind, LP (Callahan) is located in Callahan County, Texas. The business address of Callahan is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is under construction as of December 31, 2004 and will be a 114 megawatt wind plant. At December 31, 2004, FPL Energy Callahan Wind GP, LLC and FPL Energy Callahan Wind LP, LLC collectively owned 100% of Callahan, an EWG. ESI Energy is the parent of the entities that have interests in Callahan. 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 operations, management and administrative services totaled $0 in 2004. Equity capital invested by system companies totaled $30,489,224 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


26,909,440


 
 

Total debt obligations

$

0

   
 

Net loss

$

(3,579,784

)

 
 

FPL Group's equity in net loss

$

(3,579,784

)

 


(12)  FPL Energy Green Power Wind, LLC (Green Power) is located in Riverside County, California. The business address of Green Power is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 17 megawatt wind plant which currently sells 100% of its power to the California ISO (Independent System Operator). At December 31, 2004, ESI California Holdings, Inc. owned 100% of Green Power, an EWG. ESI Energy is the parent of the entity that has an interest in Green Power. 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 guarantees certain obligations with respect to debt and otherwise, including PTC (Production Tax Credits) and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $125,000 in 2004. Equity capital invested by system companies totaled $9,737,729 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


10,043,249


 
 

Total debt obligations

$

2,930,829

   
 

Net income

$

368,091

   
 

FPL Group's equity in net income

$

368,091

   


(13)  FPL Energy Hancock County Wind, LLC (Hancock County) is located in Hancock County, Iowa. The business address of Hancock County is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 98 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, 2004, FPL Energy American Wind, LLC owned 100% of Hancock County, an EWG. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to the debt and otherwise, including certain PTC and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $212,220 in 2004. Equity capital invested by system companies totaled $89,904,289 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


91,391,188


 
 

Total debt obligations

$

0

   
 

Net income

$

464,610

   
 

FPL Group's equity in net income

$

464,610

   


(14)  FPL Energy Maine, Inc. (FPLE Maine) consists of 1,017 megawatts of hydro and fossil facilities located throughout the state of Maine. 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, 2004, FPLE Maine owned 100% of FPL Energy Maine Hydro LLC, FPL Energy Wyman LLC, FPL Energy Mason LLC, FPL Energy Cape, LLC, FPL Energy Wyman IV LLC, FPL Energy Maine Operating Services LLC and FPL Energy Spruce Point LLC, all of which are EWGs. FPL Energy Wyman IV LLC owns 61.7831% of WF Wyman IV. 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 paid to affiliated companies for operations, management and administrative services totaled $724,643 in 2004. Equity capital invested by system companies totaled $534,524,959 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


425,286,115


 
 

Total debt obligations

$

0

   
 

Net income

$

66,756,896

   
 

FPL Group's equity in net income

$

66,756,896

   


(15)  FPL Energy Marcus Hook, L.P. (MH750, A/K/A Marcus Hook 750) is located in Marcus Hook, Pennsylvania. The business address of MH750 is P.O. Box 426, 100 Green Street, Marcus Hook, PA 19061. The facility is a 744 megawatt gas-fired combined cycle plant which sells 100% of its power to PJM Interconnection, L.L.C. At December 31, 2004, FPL Energy MH700, LLC and FPL Energy Marcus Hook, LLC collectively owned 100% of MH750, an EWG, and FPL Energy Marcus Hook, LLC owned 100% of FPL Energy MH700, LLC. FPL Energy Construction Funding, LLC is the parent of entities that have an interest in MH750. FPL Energy Construction Funding, LLC is wholly-owned by FPL Energy Construction Funding Holdings LLC which is wholly-owned by 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. The project assets serve as collateral for the debt held at Construction Funding. FPL Group Capital has guaranteed the payment obligations of Construction Funding under certain of its "Debt." 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $806,647 in 2004. Equity capital invested by system companies totaled $451,829,822 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


364,798,010


 
 

Total debt obligations

$

239,070,000

   
 

Net loss

$

(85,077,860

)

 
 

FPL Group's equity in net loss

$

(85,077,860

)

 


(16)  FPL Energy MH50, L.P. (MH50, A/K/A Marcus Hook 50) is located in Marcus Hook, Pennsylvania. The business address of MH50 is P.O. Box 426, 100 Green Street, Marcus Hook, PA 19061. The facility is a 50 megawatt gas-fired simple cycle plant which sells 100% of its power to PJM Interconnection, L.L.C. At December 31, 2004, FPL Energy MH50 GP, LLC and FPL Energy MH50 LP, LLC collectively owned 100% of MH50, an EWG. ESI Energy is the parent of the entities that have interests in 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 paid to affiliated companies for operations, management and administrative services totaled $134,316 in 2004. Equity capital invested by system companies totaled $10,985,041 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


12,385,536


 
 

Total debt obligations

$

0

   
 

Net loss

$

(28,354

)

 
 

FPL Group's equity in net loss

$

(28,354

)

 


(17)  FPL Energy New Mexico Wind, LLC (New Mexico) is located in Quay and Debaca Counties, New Mexico. The business address of New Mexico is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 204 megawatt wind plant which sells 100% of its power to Public Service Company of New Mexico. At December 31, 2004, FPL Energy New Mexico Holdings, LLC owned 100% of New Mexico, an EWG. FPL Energy New Mexico Holdings, LLC is a wholly-owned subsidiary of FPL Energy New Mexico Wind Financing, LLC which is a wholly-owned subsidiary of FPL Energy New Mexico Wind II, LLC, which is a wholly-owned subsidiary of FPL Energy New Mexico Wind Holdings II, LLC, which is a wholly-owned subsidiary of ESI Northeast Energy LP, Inc. a wholly owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administration services totaled $222,853 in 2004. Equity capital invested by system companies totaled $11,184,597 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


(3,097,349


)

 
 

Total debt obligations (intercompany)

$

382,633,470

   
 

Net loss

$

(8,297,047

)

 
 

FPL Group's equity in net loss

$

(8,297,047

)

 


(18)  FPL Energy North Dakota Wind, LLC (North Dakota) is located in LaMoure County, North Dakota. The business address of North Dakota is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 62 megawatt wind plant which sells 100% of its power to Basin Electric Power Cooperative and Otter Tail Power Co. At December 31, 2004, ESI Energy owned 100% of North Dakota, 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 paid to affiliated companies for operations, management and administrative services totaled $105,000 in 2004. Equity capital invested by system companies totaled $60,189,502 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


61,079,220


 
 

Total debt obligations

$

0

   
 

Net income

$

668,167

   
 

FPL Group's equity in net income

$

668,167

   


(19)  FPL Energy Oklahoma Wind, LLC (Oklahoma) is located in Harper and Woodward Counties, Oklahoma. The business address of Oklahoma is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 51 megawatt wind plant which sells 100% of its power to Oklahoma Municipal Power Authority. At December 31, 2004, ESI Energy owned 100% of Oklahoma, 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 paid to affiliated companies for operations, management and administrative services totaled $122,400 in 2004. Equity capital invested by system companies totaled $52,390,096 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


52,687,094


 
 

Total debt obligations (intercompany)

$

0

   
 

Net income

$

391,019

   
 

FPL Group's equity in net income

$

391,019

   


(20)  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 Upton and Pecos Counties, Texas. The business address of Pecos I and Pecos II is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. Each facility is an 80 megawatt wind plant which sells 100% of its power to TXU Electric Company. At December 31, 2004, 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, 2004, 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 Pecos 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, 2004 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 operations, management and administrative services totaled $159,648 in 2004. Equity capital invested by system companies totaled $135,589,844 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


120,863,452


 
 

Total debt obligations

$

0

   
 

Net loss

$

(4,013,313

)

 
 

FPL Group's equity in net loss

$

(4,013,313

)

 


(21)  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, 2004, 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 paid to affiliated companies for operations, management and administrative services totaled $5,633,951 in 2004. Equity capital invested by system companies totaled $706,201,598 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


915,044,642


 
 

Total debt obligations

$

0

   
 

Net income

$

148,156,355

   
 

FPL Group's equity in net income

$

148,156,355

   


(22)  FPL Energy Sooner Wind, LLC (Sooner) is located in Harper and Woodward Counties, Oklahoma. The business address of Sooner is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 51 megawatt wind plant which sells 100% of its power to Oklahoma Gas & Electric Co. At December 31, 2004, ESI Energy owned 100% of Sooner, 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 paid to affiliated companies for operations, management and administrative services total $122,400 in 2004. Equity capital invested by system companies totaled $42,145,564 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


44,536,861


 
 

Total debt obligations

$

0

   
 

Net income

$

2,022,193

   
 

FPL Group's equity in net income

$

2,022,193

   


(23)  FPL Energy South Dakota Wind, LLC (South Dakota) is located in Hyde County, South Dakota. The business address of South Dakota is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 41 megawatt wind plant which sells 100% of its power to Basin Electric Power Cooperative. At December 31, 2004, ESI Energy owned 100% of South Dakota, 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 paid to affiliated companies for operations, management and administrative services totaled $105,000 in 2004. Equity capital invested by system companies totaled $38,431,884 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


39,193,442


 
 

Total debt obligations

$

0

   
 

Net income

$

492,549

   
 

FPL Group's equity in net income

$

492,549

   


(24)  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, Upton II, Upton III and Upton IV is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. Upton I is a 79 megawatt wind plant which sells 100% of its power to Austin Energy. Upton II is a 83 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. Upton III is a 79 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. Upton IV is a 40 megawatt wind plant which sells 100% of its power to Reliant Energy Renewables, Inc. At December 31, 2004, 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, 2004, 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, 2004, 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, 2004, 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, Upton II, Upton III and Upton 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 operations, management and administrative services totaled $306,062 in 2004. Equity capital invested by system companies totaled $269,024,360 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


244,977,105


 
 

Total debt obligations

$

0

   
 

Net loss

$

(8,378,854

)

 
 

FPL Group's equity in net loss

$

(8,378,854

)

 


(25)  FPL Energy Vansycle L.L.C. (Stateline) is located in Umatilla County, Oregon and Walla Walla County, Washington. The business address of Stateline is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 300 megawatt wind plant which sells 100% of its power to PPM Energy, Inc., formerly Pacificorp Power Marketing. At December 31, 2004, FPL Energy Stateline Holdings, L.L.C. owned 100% of Stateline, an EWG. FPL Energy Stateline Holdings, L.L.C. is a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Vansycle L.L.C. FPL Energy has guaranteed certain performance obligations of the EWG. FPL Group Capital has guaranteed certain obligations of the EWG. FPL Group Capital has incurred obligations in respect of an outstanding letter of credit of approximately $2.1 million at December 31, 2004. 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 obligations of FPL Group Capital in respect of such letters of credit. Fees paid to affiliated companies for operations, management and administrative services totaled $574,875 in 2004. Equity capital invested by system companies totaled $153,471,419 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


129,747,960


 
 

Total debt obligations

$

121,933.740

   
 

Net loss

$

(14,368,570

)

 
 

FPL Group's equity in net income

$

(14,368,570

)

 


(26)  FPL Energy Wyoming, LLC (Wyoming) is located in Uinta County, Wyoming. The business address of Wyoming is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 144 megawatt wind plant which sells 100% of its power to PPM Energy, Inc. At December 31, 2004, ESI Energy owned 100% of Wyoming, 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 guaranteed certain payment obligations of the EWG. Fees paid to affiliated companies for operations, management and administrative services totaled $105,000 in 2004. Equity capital invested by system companies totaled $145,773,383 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


146,821,097


 
 

Total debt obligations

$

0

   
 

Net income

$

808,637

   
 

FPL Group's equity in net income

$

808,637

   


(27)  FPLE Forney, L.P. (Forney) and its wholly-owned subsidiaries MNM I, L.P. and MNM I LP, LLC are located in Forney, Texas. The business address of Forney is 13770 West US Highway 80, Forney, TX 75126. The facility is a 1,789 megawatt natural gas-fired combined-cycle facility which sells its power to a variety of third parties. At December 31, 2004, FPL Energy Forney GP, LLC and FPL Energy Forney LP, LLC collectively owned a 100% interest in the capital and a 95% interest in the profits and losses of Forney, an EWG. ESI Energy is the parent of the entities that have an interest is Forney. 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 certain payment obligations of the EWG. Fees paid to affiliated companies for operations, management and administrative services totaled $5,275,988 in 2004. Equity capital invested by system companies totaled $795,712,579 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


790,759,984


 
 

Total debt obligations

$

0

   
 

Net loss

$

(2,959,696

)

 
 

FPL Group's equity in net loss

$

(2,811,711

)

 


(28)  Gray County Wind Energy, LLC (Gray County) is located in Gray County, Kansas. The business address of Gray County is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 112 megawatt wind plant which sells 100% of its power to Utilicorp United, Inc. At December 31, 2004, 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. Fees paid to affiliated companies for operations, management and administrative services totaled $191,320 in 2004. Equity capital invested by system companies totaled $81,008,553 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


86,162,816


 
 

Total debt obligations

$

0

   
 

Net income

$

1,411,268

   
 

FPL Group's equity in net income

$

1,411,268

   


(29)  Hawkeye Power Partners, LLC (Hawkeye, A/K/A Cerro Gordo) is located in Cerro Gordo County, Iowa. The business address of Hawkeye is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 41 megawatt wind plant which sells 100% of its power to Interstate Power Company. At December 31, 2004, FPL Energy American Wind, LLC owned 100% of Hawkeye, an EWG. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $199,327 in 2004. Equity capital invested by system companies totaled $25,416,170 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


32,409,837


 
 

Total debt obligations

$

0

   
 

Net income

$

1,261,802

   
 

FPL Group's equity in net income

$

1,261,802

   


(30)  High Winds, LLC (High Winds) is located in Solano County, California. The business address of High Winds is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 162 megawatt wind plant which sells 100% of its power to PPM Energy, Inc., formerly PacifiCorp Power Marketing. At December 31, 2004, FPL Energy American Wind, LLC owns 100% of High Winds, an EWG. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC and indemnity obligations. 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 guarantees. Fees paid to affiliated companies for operations, management and administrative services totaled $188,410 in 2004. Equity capital invested by system companies totaled $168,426,898 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


175,210,293


 
 

Total debt obligations

$

0

   
 

Net income

$

6,246,975

   
 

FPL Group's equity in net income

$

6,246,975

   


(31)  Indian Mesa Wind Farm, L.P. (Indian Mesa) is located in Upton County, Texas. The business address of Indian Mesa is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is an 83 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, 2004, 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 Group Capital, a wholly-owned subsidiary of FPL Group. FPL Group Capital has incurred obligations in respect of an outstanding letter of credit of approximately $575,000 at December 31, 2004. 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 in respect of such letters of credit. Fees paid to affiliated companies for operations, management and administrative services totaled $122,400 in 2004. Equity capital invested by system companies totaled $72,372,397 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


69,329,925


 
 

Total debt obligations

$

0

   
 

Net loss

$

(1,383,455

)

 
 

FPL Group's equity in net loss

$

(1,383,455

)

 


(32)  Jamaica Bay Peaking Facility, LLC (Jamaica Bay) is located in Far Rockaway, New York. The business address of Jamaica Bay is 1425 Bay 24th Street, Far Rockaway, NY 11691. The facility is a 54 megawatt oil- and gas-fired simple cycle plant which sells 100% of its power to Long Island Power Authority (LIPA) under an exclusive power tolling arrangement with LIPA. At December 31, 2004, FPL Energy Rockaway Peaking Facilities, LLC owned 100% of Jamaica Bay, an EWG. FPL Energy New York, LLC owned 100% of FPL Energy Rockaway Peaking Facilities, LLC. ESI Energy is the parent of the entity that has an interest in Jamaica Bay. 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. The project assets serve as collateral for the debt held at FPL Energy Rockaway Peaking Facilities, LLC. Fees paid to affiliate companies for operations, management and administrative services totaled $608,642 in 2004. Equity capital returned to system companies in excess of equity capital invested by system companies totaled $243,876 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


5,130,160


 
 

Total debt obligations

$

58,201,502

   
 

Net income

$

3,199,129

   
 

FPL Group's equity in net income

$

3,199,129

   


(33)  Lake Benton Power Partners II, LLC (Lake Benton) is located in Pipestone County, Minnesota. The business address of Lake Benton is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 104 megawatt wind plant which sells 100% of its power to Northern States Power. At December 31, 2004, FPL Energy American Wind, LLC owned 100% of Lake Benton, an EWG. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC and indemnity obligations. FPL Group Capital has outstanding letters of credit of approximately $11.7 million at December 31, 2004 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 operations, management and administrative services totaled $213,510 in 2004. Equity capital invested by system companies totaled $89,241,975 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


80,506,615


 
 

Total debt obligations

$

0

   
 

Net income

$

1,280,652

   
 

FPL Group's equity in net income

$

1,280,652

   


(34)  Lamar Power Partners, L.P. (Lamar) and its wholly-owned subsidiaries INTEXCO I, LP and INTEXCO I LP, LLC are located in Paris, Texas. The business address of Lamar is P.O. Box 520, Paris, TX 75461. The facility is a 1,000 megawatt natural gas-fired combined-cycle facility which sells its power to a variety of third parties. At December 31, 2004, FPL Energy Paris GP, LLC and FPL Energy Paris LP, LLC collectively owned 100% of Lamar, an EWG. ESI Energy is the parent of the entities that have an interest in Lamar. 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 outstanding letters of credit of approximately $1.0 million at December 31, 2004 for obligations under purchase and sale of power and fuel 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 letters of credit. Fees paid to affiliated companies for operations, management and administration services totaled $3,340,785 in 2004. Equity capital invested by system companies totaled $259,520,399 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


373,121,453


 
 

Total debt obligations

$

0

   
 

Net income

$

866,072

   
 

FPL Group's equity in net income

$

866,072

   


(35)  Meyersdale Windpower LLC (Meyersdale) is located in Somerset County, Pennsylvania. The business address of Meyersdale is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 30 megawatt wind plant which sells 100% of its power to FirstEnergy Solutions Corp. At December 31, 2004, FPL Energy Pennsylvania Wind, LLC owned 100% of Meyersdale, an EWG. ESI Energy is the parent of the entity that has an interest in Meyersdale. 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 $30,409,992 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


32,239,796


 
 

Total debt obligations

$

0

   
 

Net income

$

1,645,028

   
 

FPL Group's equity in net income

$

1,645,028

   


(36)  Mill Run Windpower LLC (Mill Run) is located in Fayette County, Pennsylvania. The business address of Mill Run is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 15 megawatt wind plant which sells 100% of its power to Exelon Generation Company. At December 31 2004, FPL Energy Pennsylvania Wind, LLC owned 100% of Mill Run, an EWG. ESI Energy is the parent of the entity that has an interest in Mill Run. 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 certain payment obligations of the EWG. Equity capital invested by system companies totaled $12,696,230 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


13,397,981


 
 

Total debt obligations

$

0

   
 

Net income

$

214,568

   
 

FPL Group's equity in net income

$

214,568

   


(37)  North Jersey Energy Associates (Sayreville) is located in Sayreville, New Jersey. The business address of Sayreville is Jernee Mill Road, PO Box 279, Sayreville, New Jersey 08872. The facility is a 290 megawatt natural gas plant which sells its power to a New Jersey utility and the market. At December 31, 2004, Northeast Energy, LP (NE LP) and Northeast Energy, LLC (NE LLC) collectively owned 100% of Sayreville, an EWG, and NE LP owned 100% of NE LLC. ESI Northeast Energy GP, Inc. and ESI Northeast Energy LP, Inc. collectively owned 50% of NE LP. ESI Energy is the parent of the entities that have an interest in Sayreville. 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 operations, management and administrative services totaled $1,696,630 in 2004. Equity capital invested by system companies totaled $182,145,785 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


364,291,569


 
 

Total debt obligations

$

0

   
 

Net income

$

77,351,498

   
 

FPL Group's equity in net income

$

38,675,749

   


(38)  Pennsylvania Windfarms, Inc. (PWF, A/K/A Green Mountain) is located in Somerset County, Pennsylvania. The business address of PWF is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 10 megawatt wind plant which sells 100% of its power to Green Mountain Energy Company. At December 31, 2004, 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 by FPL Group Capital, a wholly-owned subsidiary of FPL Group. Equity capital returned to system companies in excess of equity capital invested by system companies totaled $655,309 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


2,004,803


 
 

Total debt obligations

$

0

   
 

Net income

$

928,486

   
 

FPL Group's equity in net income

$

928,486

   


(39)  Rhode Island State Energy L.P. (RISE) is located in Johnston, Rhode Island. The business address of RISE is 24 Shun Pike, Johnston, RI 02919. The facility is a 550 megawatt gas-fired combined cycle plant which sells power to the ISO New England power market or to third parties via power sales contracts. At December 31, 2004, Rhode Island State Energy Statutory Trust 2000 owns 100% of RISE, an EWG, which is leased by FPLE Rhode Island State Energy, L.P. FPLE Rhode Island State Energy GP, Inc. and FPLE Rhode Island State Energy LP, LLC collectively own 100% of FPLE Rhode Island State Energy, L.P. ESI Energy is the parent of FPLE Rhode Island State Energy GP, Inc. and FPLE Rhode Island State Energy LP, LLC. 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. The project assets serve as collateral for the debt held at Rhode Island State Energy Statutory Trust 2000. FPL Group Capital guarantees certain obligations with respect to debt and otherwise of the EWG. FPL Group Capital has also guaranteed a portion of the payments due under the notes secured by the RISE facility. 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 guarantees and letters of credit. Fees paid to affiliated companies for operations, management and administrative services totaled $280,451 in 2004. Equity capital invested by system companies totaled $4,120,717 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


(20,924,847


)

 
 

Total debt obligations

 

345,635,468

   
 

Net loss

$

(14,127,001

)

 
 

FPL Group's equity in net loss

$

(14,127,001

)

 


(40)  Sky River Partnership (Sky River) is located in Kern County, California. The business address of Sky River is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 77 megawatt wind plant which currently sells 100% of its power to Southern California Edison. At December 31, 2004, ESI Sky River Limited Partnership (ESI Sky) and FPL Energy Sky River Wind, LLC (FPLE Sky) collectively owned 100% of the partnership interest in Sky River, an EWG. ESI Sky and FPLE Sky were collectively owned by ESI Sky River, Inc. and ESI LP, LLC. ESI California Holdings, Inc. owned 100% of ESI Sky River, Inc. ESI California Holdings, Inc. and ESI LP, LLC are wholly-owned by 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. Fees paid to affiliated companies for operations, management and administrative services totaled $338,346 in 2004. Equity capital invested by system companies totaled $34,201,162 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


41,456,692


 
 

Total debt obligations (third party and intercompany)

$

0

   
 

Net income

$

6,921,906

   
 

FPL Group's equity in net income

$

6,921,906

   


(41)  Somerset Windpower LLC (Somerset) is located in Somerset County, Pennsylvania. The business address of Somerset is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 9 megawatt plant which sells 100% of its power to Exelon Generation Company. At December 31, 2004, FPL Energy Pennsylvania Wind, LLC owned 100% of Somerset, an EWG. ESI Energy is the parent of the entity that has an interest in Somerset. 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 certain payment obligations of the EWG. Equity capital invested by system companies totaled $7,228,263 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


7,418,812


 
 

Total debt obligations

$

0

   
 

Net income

$

18,832

   
 

FPL Group's equity in net income

$

18,832

   


(42)  Victory Garden Phase IV Partnership (Victory Garden) is located in Kern County, California. The business address of Victory Garden is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 22 megawatt wind plant which currently sells 100% of its power to Southern California Edison. At December 31, 2004, ESI VG Limited Partnership (ESI VG) and FPL Energy VG Wind, LLC (FPLE VG) collectively owned 100% of the partnership interests in Victory Garden, an EWG. ESI VG and FPLE VG were collectively owned by ESI LP, LLC and ESI Victory, Inc., which 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. Equity capital invested by system companies totaled $5,095,226 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


7,324,594


 
 

Total debt obligations

$

0

   
 

Net income

$

2,122,101

   
 

FPL Group's equity in net income

$

2,122,101

   


(43)  Waymart Wind Farm L.P. (Waymart) is located in Wayne County, Pennsylvania. The business address of Waymart is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 65 megawatt wind plant which sells 100% of its power to Exelon Generation Company. At December 31, 2004, FPL Energy Waymart GP, LLC and FPL Energy Waymart LP, LLC collectively owned 100% of Waymart, an EWG. ESI Energy is the parent of the entities that have an interest in Waymart. 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 $3,500,000 at December 31, 2004 for obligations under a production incentive agreement and settlement agreement. 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 operations, management and administrative services totaled $105,000 in 2004. Equity capital invested by system companies totaled $71,977,148 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


74,898,295


 
 

Total debt obligations

$

0

   
 

Net income

$

2,578,109

   
 

FPL Group's equity in net income

$

2,578,109

   


(44)  West Texas Wind Energy Partners, L.P. (West Texas Wind, A/K/A Southwest Mesa) is located in Upton and Crockett Counties, Texas. The business address of West Texas Wind is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 75 megawatt wind plant which sells 100% of its power to American Electric Power. At December 31, 2004, ESI West Texas Energy, Inc. and ESI West Texas Energy LP, LLC collectively owned 100% of West Texas Wind, an EWG. FPL Energy American Wind, LLC is the parent of the entities that have an interest in West Texas Wind. FPL Energy American Wind, LLC is a wholly-owned subsidiary of FPL Energy American Wind Holdings, LLC. FPL Energy American Wind Holdings, LLC is a wholly-owned subsidiary of FPL Energy Wind Financing, LLC, which is wholly-owned by FPL Energy Wind Funding, LLC, which is wholly-owned by FPL Energy Wind Funding Holdings, LLC, a wholly-owned subsidiary 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. The project assets serve as collateral for the debt held at FPL Energy Wind Funding, LLC and FPL Energy American Wind, LLC. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC and indemnity obligations. 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 guarantees. FPL Group Capital has guaranteed certain payment obligations of the EWG. Fees paid to affiliated companies for operations, management and administrative services totaled $300,077 in 2004. Debt Equity capital returned to system companies in excess of equity capital invested by system companies totaled $28,595,346 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


25,517,783


 
 

Total debt obligations

$

28,869,907

   
 

Net loss

$

(4,871,206

)

 
 

FPL Group's equity in net loss

$

(4,871,206

)

 


(45)  Windpower Partners 1994, L.P. (WPP94) is located in Culberson County, Texas. The business address of WPP94 is c/o FPL Energy, LLC, Attn: Business Manager, 700 Universe Blvd., Juno Beach, FL 33408. The facility is a 41 megawatt wind plant which sells 100% of its power to Lower Colorado River Authority. At December 31, 2004, FPL Energy WPP94 GP, LLC (WPP94 GP), FPL Energy WPP94 LP, LLC (WPP94 LP), LQ GP, LLC (LQ) and LQC LP, LLC (LQC) collectively owned 75% of WPP94, an EWG, and WPP94 GP owned 50% of LQ and WPP94 LP owned 50% of LQC. ESI Energy is the parent of the entities that have an interest in WPP94. 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. The project assets serve as collateral for the debt held at Windpower Partners 1994, L.P. FPL Group Capital guarantees certain obligations with respect to debt and otherwise, including PTC (Production Tax Credits) and indemnity obligations. 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 guarantees. Equity capital invested by system companies totaled $1,627,287 at December 31, 2004.

 


Capitalization and earnings during the reporting period were:

 


Total equity


$


1,711,883


 
 

Total debt obligations

$

9,506,563

   
 

Net income

$

84,596

   
 

FPL Group's equity in net income

$

56,349

   

 


The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer this 23rd day of February, 2005.

 

FPL Group, Inc.



K. MICHAEL DAVIS

 

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




(Corporate Seal)



Attest:


DENNIS P. COYLE

Dennis P. Coyle,
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. (1) (2)
December 31, 2004



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.

*FPL Energy ATB, LLC

Delaware

Wilmington, DE

Inactive.

*FPL Energy Services, Inc.

Florida

Miami, FL

Formed to provide ongoing services to implement energy programs.

*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.

***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.

***Boulevard Associates, LLC

Delaware

Juno Beach, FL

Inactive.

***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; operations not material.

***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

Participated in a geothermal project.

****CH Ormesa, Inc.

Florida

Juno Beach, FL

Participated in a geothermal project.

****CH POSDEF LP, INC.

Florida

Juno Beach, FL

Participated in a geothermal project.

*****Acme POSDEF Partners, L.P.

California

Juno Beach, FL

Participates in a coal project.

******POSDEF Power Company, L.P.

California

Juno Beach, FL

Participates in a coal project.

****CH POSDEF, INC.

Florida

Juno Beach, FL

Participates in a coal project; operations not material.

****ESI Sky River, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

*****ESI Sky River Limited Partnership

Delaware

Juno Beach, FL

Participates in a wind power project.

*****FPL Energy Sky River Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****FPL Energy 251 Wind, LLC

Delaware

Juno Beach, FL

Inactive.

*****FPL Energy Sagebrush 20, LLC

California

Juno Beach, FL

Inactive.

****FPL Energy VG Repower Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Calistoga GP, Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Calistoga LP, Inc.

Florida

Juno Beach, FL

Participated in a geothermal project; operations not material.

***ESI Cherokee GP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project; operations not material.

***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; operations not material.

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

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***ESI Doswell GP, LLC

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project.

****Doswell I, LLC

Delaware

Juno Beach, FL

Participates in a 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.

****Ebensburg Investors Limited Partnership

Pennsylvania

Barberton, OH

Inactive.

***ESI Geothermal Inc.

Florida

Juno Beach, FL

Inactive.

***ESI Kern Front, Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***ESI LP, LLC

Delaware

Juno Beach, FL

Formed to invest in partnerships.

****ESI Montgomery County, LLC

Delaware

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 Sky River Limited Partnership

Delaware

Juno Beach, FL

Participates in a wind power project.

****FPL Energy Sky River Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****ESI VG Limited Partnership

Delaware

Juno Beach, FL

Participates in a wind power project.

****FPL Energy VG Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***ESI Lake Benton Holdings, Inc.

Florida

Juno Beach, FL

Manages intangible assets; operations not material.

***ESI Mojave, Inc.

Florida

Juno Beach, FL

Participates in a wind power project; operations not material.

***ESI Mojave LLC

Delaware

Juno Beach, FL

Participates in wind power project.

***ESI Multitrade LP, Inc.

Florida

Juno Beach, FL

Participates in a wood-burning electric generating project.

***ESI Northeast Energy Acquisition Funding, Inc.

Florida

Juno Beach, FL

Formed to acquire generation assets; operations not material.

***ESI Northeast Energy Funding, Inc.

Florida

Juno Beach, FL

A funding corporation; operations not material.

***ESI Northeast Energy GP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***ESI Northeast Energy LP, Inc.

Florida

Juno Beach, FL

Participates in a combined-cycle natural gas project.

****FPL Energy New Mexico Wind Holdings II, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

*****FPL Energy New Mexico Wind II, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

******FPL Energy New Mexico Wind Financing, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

*******FPL Energy New Mexico Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

********Pacific Power Investments, LLC

Delaware

Wilmington, DE

Manages intangible assets.

****FPL Tel, LLC

Delaware

Juno Beach, FL

Manages lease documents.

****New Mexico Operating Services, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

****North American Power Systems, LLC

Delaware

Juno Beach, FL

Manages tangible assets.

***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 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 Sierra, Inc.

Florida

Juno Beach, FL

Participates in a natural gas project.

***ESI Silverado Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

***ESI Tehachapi Acquisitions, Inc.

Florida

Juno Beach, FL

Participates in a wind power project.

***ESI Vansycle GP, Inc.

Florida

Juno Beach, FL

Participates in a wind power project; operations not material.

***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.

***FPL Energy Bastrop GP, LLC

Delaware

Juno Beach, FL

Participated in a gas-fired project.

***FPL Energy Bastrop LP, LLC

Delaware

Juno Beach, FL

Participated in a gas-fired project.

***FPL Energy Bellingham, Inc.

Florida

Juno Beach, FL

Inactive.

***FPL Energy Bellingham, LLC

Delaware

Juno Beach, FL

Inactive.

****IDC Bellingham, LLC

Delaware

Juno Beach, FL

Inactive

***FPL Energy Blue Mountain, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Boulder Valley, LLC

Delaware

Juno Beach, FL

Inactive.

****Boulder Valley Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Bulldog Wind, LLC

Delaware

Juno Beach, FL

Formed to develop a wind power project.

***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; operations not material.

****ESI Cannon Acquisitions LLC

Delaware

Juno Beach, FL

Participates in a wind power project; operations not material.

*****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 Callahan Wind GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Callahan Wind LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Construction Funding Holdings LLC

Delaware

Wilmington, DE

Manages intangible assets.

****FPL Energy Construction Funding LLC

Delaware

Wilmington, DE

Manages intangible assets.

*****FPL Energy Marcus Hook LLC

Delaware

Juno Beach, FL

Develop a combined-cycle natural gas project.

******FPL Energy MH700, LLC

Delaware

Juno Beach, FL

Development of a gas-fired project.

***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

Participates in a natural gas project.

****Doswell Funding Corporation

Florida

Juno Beach, FL

Manages intangible assets; operations not material.

****UFG Holdings, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

***FPL Energy East Mesa LLC

Delaware

Juno Beach, FL

Participated in a geothermal project.

***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 GP, LLC

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project.

***FPL Energy Forney LP, LLC

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project.

****FPLE Forney Pipeline, L.P.

Delaware

Juno Beach, FL

Participates in a combined-cycle natural gas project; operations not material.

*****MNM I LP, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

******MNM I, L.P.

Delaware

Juno Beach, FL

Manages intangible assets.

***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

Manages intangible assets.

***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 Horse Hollow Wind GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Horse Hollow Wind LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****FPL Energy Horse Hollow Wind, LP

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.

****Birch Limited Partnership

Pennsylvania

Juno Beach, FL

Participates in a waste-to-energy project.

***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 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 a combined cycle natural gas project.

***FPL Energy MH50 LP, LLC

Delaware

Juno Beach, FL

Participates in a combined cycle natural gas 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 a wind power project.

***FPL Energy New Mexico III, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy New York, LLC

Delaware

Juno Beach, FL

Holding company.

****FPL Energy Rockaway Peaking Facilities, LLC

Delaware

Wilmington, DE

Holding company for peaking project.

****Sunrise Energy Center, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy North Carolina Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy North Dakota Wind II, LLC

Delaware

Juno Beach, FL

Inactive.

****FPL Energy Oklahoma Wind Finance, LLC

Delaware

Wilmington, DE

Manages intangible assets.

***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

Provides operating and maintenance services and fuel procurement for projects; operations not material.

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

Florida

Juno Beach, FL

Manages intangible assets.

***FPL Energy PRG, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Paris GP, LLC

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.

*****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 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 SEGS III-VII GP, LLC

Delaware

Juno Beach, FL

Participates in a solar electric generating system.

***FPL Energy SEGS III-VII LP, LLC

Delaware

Juno Beach, FL

Participates in a solar electric generating system.

***FPL Energy STP GP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy STP LP, LLC

Delaware

Juno Beach, FL

Inactive.

****FPL Energy STP, LP

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Sacramento Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Solar Funding Corp.

Florida

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 Stateline Holdings, L.L.C.

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Stateline II Holdings, LLC

Delaware

Juno Beach, FL

Inactive.

****FPL Energy Stateline II, Inc.

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

Participates in a wind power project.

***FPL Energy Upton Wind I LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Upton Wind II GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Upton Wind II LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Upton Wind III GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Upton Wind III LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Upton Wind IV GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project; operations not material.

***FPL Energy Upton Wind IV LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Valley Power, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Virginia Holdings, Inc.

Florida

Juno Beach, FL

Holding company; operations not material.

****FPL Energy Virginia Funding Corporation

Delaware

Wilmington, DE

Manages intangible assets.

***FPL Energy WPP 93 GP, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy WPP 93 LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy WPP94 GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****LQ GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy WPP94 LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

****LQC LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Waymart GP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***FPL Energy Waymart LP, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

***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 Wildcat Wind, LLC

Delaware

Juno Beach, FL

Inactive.

***FPL Energy Wind Funding Holdings, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

****FPL Energy Wind Funding, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

*****FPL Energy Wind Financing, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

******FPL Energy American Wind Holdings, LLC

Delaware

Juno Beach, FL

Manages intangible assets.

*******FPL Energy American Wind, LLC

Delaware

Wilmington, DE

Manages intangible assets.

********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 WindRidge Acquisitions, 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.

****Uinta County Wind Farm L.L.C.

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 Pecos Wind Leasing Co., LP

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

Entity is the lessee of an EWG.

***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.

****FPLE Upton Wind Leasing Co., LP

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

Formed to acquire generation assets.

***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.

***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

Manages intangible assets; operations not material.

***Northern Cross Investments, Inc.

Delaware

Wilmington, DE

Manages intangible assets.

***OTG, LLC

Delaware

Juno Beach, FL

Formed to invest in partnerships.

***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.

****Philadelphia Energy Center, L.P.

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.

**FPL Energy Cowboy Wind, LLC

Delaware

Juno Beach, FL

Participates in a wind power project.

**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 Cape, LLC

Delaware

Juno Beach, FL

Participates in generation assets.

***FPL Energy Maine Hydro LLC

Delaware

Juno Beach, FL

Participates in generation assets.

****Kennebec Hydro Resources, Inc.

Maine

Juno Beach, FL

Participates in generation assets.

*****Maine Hydro Operating Services, LLC

Delaware

Juno Beach, FL

Provides employee services.

***FPL Energy Maine Operating Services LLC

Delaware

Juno Beach, FL

Provides operating and maintenance services for a power company.

***FPL Energy Mason LLC

Delaware

Juno Beach, FL

Participates in generation assets.

***FPL Energy Spruce Point LLC

Delaware

Juno Beach, FL

Provider of services for fossil and hydro generation facilities, operations not material.

***FPL Energy Wyman IV LLC

Delaware

Juno Beach, FL

Participates in generation assets.

***FPL Energy Wyman LLC

Delaware

Juno Beach, FL

Participates in generation assets.

**FPL Energy Montana, LLC

Delaware

Juno Beach, FL

Inactive.

**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; operations not material.

**FPL Group International, Inc.

Florida

Juno Beach, FL

Participates in international power projects.

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

Florida

Juno Beach, FL

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

Cayman

Cayman Islands,
B.W.I.

Inactive.

****FPL-I TPP II

Cayman

Cayman Islands,
B.W.I.

Inactive.

***Karaha Bodas Investment Corp.

Cayman

Cayman Islands,
B.W.I.

Participates in international power projects.

**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 Group Interstate Pipeline Co., LLC

Delaware

Wilmington, DE

Inactive.

**S-C Pipeline Holding, LLC

Delaware

Wilmington, DE

Inactive.

*FPL Group Resources, LLC

Florida

Juno Beach, FL

Identifying, evaluating and transacting on natural gas business activities.

**FPL Group Resources LNG Holdings, LLC

Delaware

Wilmington, DE

Inactive.

***FPL Group Resources Bahamas One, LLC

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Pipeline, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Asset Holdings, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Terminal, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

***FPL Group Resources Bahamas Two, LLC

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Pipeline, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Asset Holdings, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Terminal, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

***FPL Group Resources Bahamas Three, LLC

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Pipeline, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Asset Holdings, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

****FPL Group Resources Bahamas Micro Terminal, LTD

Bahamas

Commonwealth
of the Bahamas

Inactive.

**FPL Group Resources Marketing Holdings, LLC

Delaware

Wilmington, DE

Inactive.

**Sailfish Natural Gas Company, LLC

Delaware

Wilmington, DE

Inactive.

***Sailfish Natural Gas, LTD

Bahamas

Commonwealth
of the Bahamas

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.

***Bay Loan and Investment Bank

Rhode Island

Juno Beach, FL

Engaged in commercial lending.

*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.

*North American Power Systems, LLC

Delaware

Wilmington, DE

Purchase and sale of spare parts.

*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.

*Pipeline Financial, Inc.

Delaware

Wilmington, DE

Inactive.

*Pipeline Funding, LLC

Alabama

Juno Beach, FL

Provide financing for pipeline expansion.

*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.

*BXR, LLC

Delaware

Wilmington, DE

Inactive.

*Florida Power & Light Company Trust I

Delaware

Wilmington, DE

Inactive.

*Florida Power & Light Company Trust II

Delaware

Wilmington, DE

Inactive.

*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 Services

Florida

Juno Beach, FL

Inactive.

*GridFlorida LLC

Florida

Juno Beach, FL

Inactive.

*KPB Financial Corp.

Delaware

Wilmington, DE

Formed to manage intangible assets.

*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.

FPL GROUP CAPITAL TRUST I

Delaware

Wilmington, DE

Established to issue Preferred Trust Securities.

FPL GROUP CAPITAL TRUST II

Delaware

Wilmington, DE

Inactive.

FPL GROUP CAPITAL TRUST III

Delaware

Wilmington, DE

Inactive.

FPL GROUP TRUST I

Delaware

Wilmington, DE

Inactive.

FPL GROUP TRUST II

Delaware

Wilmington, DE

Inactive.

(1)

Excludes exempt wholesale generators, as well as the following entities that are consolidated for financial reporting purposes in accordance with FASB Interpretation No. (FIN) 46, "Consolidation of Variable Interest Entities," but are not owned by the claimant or any of its subsidiaries:
     FPL Fuels, Inc.
     Rhode Island State Energy Statutory Trust 2000

(2)

The following entities are owned, directly or indirectly, by the claimant; however, are not consolidated for financial reporting purposes in accordance with FIN 46:
     FPL Group Capital Trust I.