FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-8841 FPL GROUP, INC. (Exact name of registrant as specified in its charter) Florida 59-2449419 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 700 Universe Boulevard Juno Beach, Florida 33408 (Address of principal executive offices) (Zip Code) (407) 694-3509 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.01 Par Value, outstanding at April 30, 1994: 190,542,739 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements FPL GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended March 31, 1994 1993 (In thousands, except per share amounts) OPERATING REVENUES: Utility .................................................................... $1,155,789 $1,103,536 Non-utility ................................................................ 23,111 28,840 Total operating revenues ................................................. 1,178,900 1,132,376 OPERATING EXPENSES: Utility operations: Fuel, purchased power and interchange .................................... 364,814 375,541 Other operations and maintenance.......................................... 269,752 262,386 Non-utility operations ..................................................... 20,231 24,454 Depreciation and amortization .............................................. 166,995 142,732 Taxes other than income taxes .............................................. 121,863 121,338 Total operating expenses ................................................. 943,655 926,451 OPERATING INCOME ............................................................. 235,245 205,925 OTHER INCOME (DEDUCTIONS): Interest expense ........................................................... (81,963) (94,259) Allowance for funds used during construction ............................... 10,850 21,335 Preferred stock dividend requirements of Florida Power & Light Company...... (9,930) (11,277) Other - net ................................................................ (2,771) 12,118 Total other deductions - net ............................................. (83,814) (72,083) INCOME BEFORE INCOME TAXES ................................................... 151,431 133,842 INCOME TAXES ................................................................. 56,992 41,892 NET INCOME ................................................................... $ 94,439 $ 91,950 Average number of common shares outstanding .................................. 179,327 183,779 Earnings per share of common stock ........................................... $ 0.53 $ 0.50 Dividends per share of common stock ............................... .......... $ 0.62 $ 0.61 This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 through 7 herein and the Notes to Consolidated Financial Statements appearing in FPL Group, Inc.'s (FPL Group) 1993 Annual Report on Form 10-K (Form 10-K). FPL GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 1994 December 31, (Unaudited) 1993 (Thousands of Dollars) ASSETS PROPERTY, PLANT AND EQUIPMENT: Electric utility plant - at original cost, including nuclear fuel under capital lease ........................... $15,231,509 $ 14,838,160 Construction work in progress .......................................... 480,701 781,435 Other .................................................................. 240,840 261,125 Less accumulated depreciation and amortization ......................... 5,760,442 5,591,265 Total property, plant and equipment - net ............................ 10,192,608 10,289,455 INVESTMENTS .............................................................. 1,057,016 984,992 CURRENT ASSETS: Cash and cash equivalents .............................................. 88,930 152,014 Marketable securities - at market value (cost of $84,532 and $169,607, respectively) ............................... 82,947 171,988 Receivables - net ...................................................... 511,440 504,597 Materials, supplies and fossil fuel stock - at average cost ............ 311,168 329,599 Other .................................................................. 87,027 93,159 Total current assets ................................................. 1,081,512 1,251,357 OTHER ASSETS AND DEFERRED DEBITS: Unamortized debt reacquisition costs of FPL ............................ 299,066 302,561 Deferred litigation items of FPL ....................................... 110,859 110,859 Other .................................................................. 130,910 138,788 Total other assets and deferred debits ............................... 540,835 552,208 TOTAL ASSETS ............................................................... $12,871,971 $ 13,078,012 CAPITALIZATION AND LIABILITIES CAPITALIZATION: Common stock ........................................................... $ 1,905 $ 1,901 Other shareholders' equity ............................................. 4,106,041 4,098,706 Preferred stock of Florida Power & Light Company: Without sinking fund requirements .................................... 451,250 451,250 With sinking fund requirements ....................................... 95,500 97,000 Long-term debt ......................................................... 3,869,766 3,748,983 Total capitalization ................................................. 8,524,462 8,397,840 CURRENT LIABILITIES: Commercial paper ....................................................... 140,082 349,600 Current maturities of long-term debt and preferred stock ............... 217,157 279,680 Accounts payable ....................................................... 250,172 323,282 Customers' deposits .................................................... 220,897 216,140 Accrued interest and taxes ............................................. 228,102 204,086 Other .................................................................. 402,101 465,829 Total current liabilities ............................................ 1,458,511 1,838,617 OTHER LIABILITIES AND DEFERRED CREDITS Accumulated deferred income taxes ...................................... 1,569,474 1,512,067 Deferred regulatory credit - income taxes............................... 209,124 216,546 Unamortized investment tax credits ..................................... 318,565 323,791 Capital lease obligations .............................................. 248,365 271,498 Other .................................................................. 543,470 517,653 Total other liabilities and deferred credits ......................... 2,888,998 2,841,555 COMMITMENTS AND CONTINGENCIES TOTAL CAPITALIZATION AND LIABILITIES ....................................... $12,871,971 $ 13,078,012 This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 through 7 herein and the Notes to Consolidated Financial Statements appearing in FPL Group's 1993 Form 10-K. FPL GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, 1994 1993 (Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................................................................ $ 94,439 $ 91,950 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ......................................... 166,995 142,732 Increase in deferred income taxes and related regulatory credit ....... 49,985 51,787 Deferrals under cost recovery clauses (1) ............................. 16,094 1,201 Other - net ........................................................... 13,684 (50,136) Net cash provided by operating activities ............................... 341,197 237,534 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (2) .................................................. (145,257) (257,542) Other - net ............................................................... 30,362 10,237 Net cash used in investing activities ................................... (114,895) (247,305) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of bonds and other long-term debt ................................ 86,350 669,095 Issuance of preferred stock of Florida Power & Light Company .............. - 75,000 Issuance of common stock .................................................. 16,689 78,626 Decrease in commercial paper .............................................. (49,518) - Retirement of long-term debt and preferred stock .......................... (198,880) (560,182) Dividends on common stock ................................................. (111,125) (112,442) Refinancing proceeds placed in trust ...................................... (46,479) - Other - net................................................................ 13,577 (9,136) Net cash (used in) provided by financing activities ..................... (289,386) 140,961 Net (decrease) increase in cash and cash equivalents ........................ (63,084) 131,190 Cash and cash equivalents at beginning of period ............................ 152,014 78,156 Cash and cash equivalents at end of period .................................. $ 88,930 $ 209,346 Supplemental disclosures of cash flow information: Cash paid for interest (net of amount capitalized) ........................ $ 90,803 $ 98,207 Cash paid for income taxes ................................................ $ 4,800 $ 1,777 Supplemental schedule of noncash investing and financing activities: Additions to capital lease obligations .................................... $ 4,775 $ 10,532 (1) Represents the effect on cash flows from operating activities of the net amounts deferred or recovered under the fuel and purchased power, oil-backout, energy conservation, capacity and environmental cost recovery clauses. (2) Capital expenditures exclude allowance for equity funds used during construction. This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements on Pages 5 through 7 herein and the Notes to Consolidated Financial Statements appearing in FPL Group's 1993 Form 10-K. FPL GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying condensed consolidated financial statements should be read in conjunction with FPL Group's 1993 Form 10-K and, in the opinion of FPL Group, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of March 31, 1994, the results of operations for the three months ended March 31, 1994 and 1993 and the cash flows for the three months ended March 31, 1994 and 1993 have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period may not give a true indication of results for the year. 1. Employee Stock Ownership Plan (ESOP) Substantially all employees of FPL Group and its subsidiaries are covered by employee thrift plans with matching contribution provisions which are satisfied for the most part through a leveraged ESOP. The ESOP was established in 1990 when the Trust for the Thrift Plans (Trust) borrowed $360 million from FPL Group Capital Inc (FPL Group Capital) to purchase approximately 12 million shares of FPL Group common stock. Dividends paid on the shares held by the Trust, along with employer contributions, are used to repay the loan. In 1994, FPL Group adopted AICPA Statement of Position (SOP) 93-6, "Employers' Accounting for Employee Stock Ownership Plans." Under the new accounting rules, shares held by the Trust but not yet allocated to employee accounts are no longer considered outstanding for earnings per share purposes. Accordingly, unallocated shares have been and will continue to be excluded from average shares outstanding for 1994. At March 31, 1994, approximately 11 million shares were unallocated. In accordance with SOP 93-6 guidelines, prior period financial statements were not restated. Additionally, compensation expense is now measured at the fair market value of shares allocated to employee accounts during the period. Interest expense is included in FPL Group's consolidated financial statements, and interest income on the ESOP loan is eliminated in consolidation. Dividends on shares held by the Trust are shown as a reduction of debt or accrued interest payable, as applicable. The net effect of adopting SOP 93-6 was to reduce net income for the quarter by approximately $5 million and increase earnings per share by $0.01. Unearned compensation included as a reduction of shareholders' equity at March 31, 1994 was $311 million, representing 11 million unallocated shares at the original issue price of $29 per share. The fair value of the unearned compensation account using the closing price of FPL Group stock as reported on the Consolidated Tape for New York Stock Exchange listed companies as of March 31, 1994 was $356 million. 2. Capitalization Preferred Stock - The 1994 sinking fund requirements for the 6.84% Preferred Stock, Series Q, $100 Par Value were met by redeeming and retiring, in April 1994, 30,000 shares. There are no sinking fund requirements for the remainder of 1994. Long-Term Debt - In January 1994, FPL Group Capital redeemed $150 million of its 8 7/8% Debentures using proceeds from an advance from FPL Group and internally generated funds. In March 1994, Florida Power & Light Company (FPL) sold a total of $86.35 million principal amount of Pollution Control Revenue Refunding Bonds, maturing in September 2024, at variable interest rates ranging from 2.10% to 2.75%. The proceeds were or will be used to redeem and retire in March and May 1994 a total of approximately $86.35 million principal amount of Pollution Control Revenue Bonds, maturing in 2007 through 2019 at interest rates ranging from 5.90% to 11 3/8%. At March 31, 1994, $160 million of commercial paper has been included in long-term debt pursuant to financing agreements which allow FPL to refinance these amounts for periods extending beyond March 31, 1995. 3. Commitments and Contingencies Commitments - FPL has made commitments in connection with a portion of its projected capital expenditures. Capital expenditures for the construction or acquisition of additional facilities and equipment to meet customer demand are estimated to be $3.7 billion, including allowance for funds used during construction (AFUDC), for the years 1994 through 1998. FPL Group Capital has committed to invest approximately $9 million in, and lend approximately $2 million to, partnerships and joint ventures entered into through ESI Energy, Inc. (ESI), all of which are expected to be funded in 1994. Additionally, FPL Group Capital and its subsidiaries, primarily ESI, have guaranteed up to approximately $89 million of lease obligations, debt service payments and other payments subject to certain contingencies. FPL Group, through a consolidated limited partnership, has entered into forward commitments at March 31, 1994 to purchase $37 million of mortgage-backed securities on various dates in April 1994 at specified prices. Additionally, the partnership had entered into forward commitments to sell short $150 million of U.S. Treasury Notes on various dates in April 1994 at specified prices. At March 31, 1994, the amounts committed approximately equal the market value of the related securities. Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of the insurance available from private sources and under an industry retrospective payment plan. In accordance with this Act, FPL maintains $200 million of private liability insurance, which is the maximum obtainable, and participates in a secondary financial protection system under which it is subject to retrospective assessments of up to $317 million per incident at any nuclear utility reactor in the United States, payable at a rate not to exceed $40 million per incident per year. FPL participates in insurance pools and other arrangements that provide $2.75 billion of limited insurance coverage for property damage, decontamination and premature decommissioning risks at its nuclear plants. The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair. FPL also participates in an insurance program that provides limited coverage for replacement power costs if a plant is out of service because of an accident. In the event of an accident at one of FPL's or another participating insured's nuclear plants, FPL could be assessed up to $58 million in retrospective premiums, and in the event of a subsequent accident at such nuclear plants during the policy period, the maximum aggregate assessment is $72 million under the programs in effect at March 31, 1994. This contingent liability would be partially offset by a portion of FPL's storm and property insurance reserve (storm fund), which totaled $86 million at that date. In the event of a catastrophic loss at one of FPL's nuclear plants, the amount of insurance available may not be adequate to cover property damage and other expenses incurred. Uninsured losses, to the extent not recovered through rates, would be borne by FPL and could have a material adverse effect on FPL Group's and FPL's financial condition. In 1993, FPL replaced its transmission and distribution (T&D) property insurance coverage with a self-insurance program due to the high cost and limited coverage available from third-party insurers. Costs incurred under the self-insurance program will be charged against FPL's storm fund. Recovery of any losses in excess of the storm fund from ratepayers will require the approval of the Florida Public Service Commission (FPSC). FPL's available lines of credit include $300 million to provide additional liquidity in the event of a T&D property loss. Contracts - FPL has take-or-pay contracts with the Jacksonville Electric Authority (JEA) for 374 megawatts (mw) of power through 2023 and with the subsidiaries of the Southern Company to purchase 1,406 mw of power through May 1994, and declining amounts thereafter through mid-2010. FPL also has various firm pay-for-performance contracts to purchase 1,031 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2002 through 2026. These contracts provide for capacity and energy payments. Capacity payments for the pay-for-performance contracts are subject to the qualifying facilities meeting certain contract obligations. Energy payments are based on the actual power taken under these contracts. The required capacity payments through 1998 under these contracts are estimated to be as follows: 1994 1995 1996 1997 1998 (Millions of Dollars) JEA .................................................... $ 80 $ 80 $ 80 $ 80 $ 80 Southern Companies ..................................... 200 150 140 140 140 Qualifying Facilities .................................. 140 160 310 340 350 /TABLE FPL's capacity and energy charges under these contracts were as follows: Three Months Ended March 31, 1994 Charges 1993 Charges Capacity Energy(1) Capacity Energy(1) (Millions of Dollars) JEA .................................................... $21(2) $10 $21(2) $13 Southern Companies ..................................... 57(3) 33 78(3) 56 Qualifying Facilities .................................. 29(3) 15 14(3) 9 (1) Recovered through the fuel and purchased power cost recovery clause. (2) Recovered through base rates and the capacity cost recovery clause (capacity clause). (3) Recovered through the capacity clause. FPL has take-or-pay contracts for the supply and transportation of natural gas under which it is required to make payments estimated to be $270 million for 1994, $370 million for 1995 and $390 million for each of the years 1996, 1997 and 1998. Total payments made under these contracts for the three months ended March 31, 1994 and 1993 were $46 million and $51 million, respectively. Litigation - Union Carbide Corporation sued FPL and Florida Power Corporation alleging that, through a territorial agreement approved by the FPSC, they conspired to eliminate competition in violation of federal antitrust laws. Praxair, Inc., an entity that was formerly a unit of Union Carbide, has been substituted as the plaintiff. The suit seeks treble damages in an unspecified amount based on alleged higher prices paid for electricity and product sales lost. Cross motions for summary judgement were denied. Both parties are appealing the denials. A suit brought by the partners in a cogeneration project located in Dade County, Florida, alleges that FPL Group, FPL and ESI have engaged in anti-competitive conduct intended to eliminate competition from cogenerators generally, and from their facility in particular, in violation of federal antitrust laws and have wrongfully interfered with the cogeneration project's contractual relationship with Metropolitan Dade County. The suit seeks damages in excess of $100 million, before trebling under antitrust law, plus other unspecified compensatory and punitive damages. A motion for summary judgment by FPL Group, FPL and ESI has been denied. FPL Group, FPL and ESI are appealing the denial. A former cable installation contractor for Telesat Cablevision, Inc. (an indirect subsidiary of FPL Group) has sued FPL Group, FPL Group Capital and Telesat for breach of contract, fraud and violation of racketeering statutes. The suit seeks compensatory damages in excess of $24 million, treble damages under racketeering activity statutes, punitive damages and attorneys' fees, as well as the revocation of Telesat's corporate charter and cable television franchises. FPL Group believes that it and its subsidiaries have meritorious defenses to all of the litigation described above and is vigorously defending these suits. Accordingly, the liabilities, if any, arising from this litigation are not anticipated to have a material adverse effect on FPL Group's financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in FPL Group's 1993 Form 10-K. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year. RESULTS OF OPERATIONS For the three months ended March 31, 1994, net income was favorably affected by higher energy sales, resulting from increased energy usage per retail customer and customer growth, and the benefits of ongoing cost reduction measures. Partially offsetting these factors, was higher depreciation expense and lower AFUDC. Revenues from base rates, which represented 63% and 61% of total utility operating revenues for the three months ended March 31, 1994 and 1993, respectively, are derived primarily from retail operations regulated by the FPSC. Such revenues increased for the three months ended March 31, 1994 mainly due to a 5.3% increase in energy usage per retail customer resulting from warmer weather and an improved economy and customer growth of 2.3%. Revenues derived from cost recovery clause rates and franchise fees comprise substantially all of the remaining portion of operating revenues. These revenues represent a pass-through of costs and do not significantly affect net income. Excluding amounts recovered through cost recovery clauses, other operations and maintenance expenses decreased reflecting cost savings from ongoing cost reduction efforts, partially offset by costs associated with a planned nuclear refueling outage during the first quarter of 1994, costs relating to additional generating units placed in service after the first quarter in 1993 and customer growth. Higher electric utility plant balances, reflecting facilities added to meet customer growth, and new depreciation rates implemented on an interim basis in January 1994 resulted in increased depreciation expense for the three months ended March 31, 1994. The FPSC's pending decision to approve or modify interim depreciation rates, which is scheduled to occur in September 1994, could affect 1994 depreciation expense since any changes would be retroactive to January 1994. AFUDC decreased for the three months ended March 31, 1994 as a result of the repowered Lauderdale units and Martin Unit No. 3 being placed in service in the second quarter of 1993 and the first quarter of 1994, respectively. In future periods, AFUDC is expected to decrease further because Martin Unit No. 4 was placed in service in April 1994. Interest and preferred stock dividend requirements declined for the three months ended March 31, 1994 due to the refunding of higher cost debt and preferred stock during 1993 with lower rate instruments. Income taxes increased for the three months ended March 31, 1994 due to higher income, the increase in the federal income tax rate and an adjustment to prior year taxes. In 1994, FPL Group adopted AICPA Statement of Position (SOP) 93-6, "Employers' Accounting for Employee Stock Ownership Plans." Under the new accounting rules, shares held by the Trust but not yet allocated to employee accounts are no longer considered outstanding for earnings per share purposes. The net effect of adopting SOP 93-6 was to reduce net income for the quarter by approximately $5 million and increase earnings per share by $0.01. See Note 1. FINANCIAL CONDITION On May 9, 1994, the board of directors of FPL Group announced a change in financial strategy. The key elements of the new strategy include a revised dividend payout ratio and a common stock repurchase program. The targeted dividend payout ratio will be 60-65% of prior year's earnings, equating to a current quarterly common stock dividend of 42 cents per share ($1.68 annually), a 32% reduction from the previous quarterly dividend of 62 cents per share. The FPL Group board of directors authorized the repurchase of 10 million shares of common stock over the next three years. At least four million shares are expected to be repurchased over the next twelve months. For information concerning commitments, see Note 3. For a discussion of changes in capitalization, see Note 2. PART II - OTHER INFORMATION Item 5. Other Information (1) Reference is made to Item 1. Business - System Capability and Load in FPL Group's 1993 Form 10-K. FPL's new combined-cycle units, Martin Units Nos. 3 and 4, were placed in service in February and April 1994, respectively. The cost to construct the two 430 mw units was more than $100 million below the original budget of $660 million. (2) Reference is made to Item 1. Business - Nuclear Operations in FPL Group's 1993 10-K. In April 1994, the Nuclear Regulatory Commission granted an amendment to the Turkey Point nuclear plant operating license, extending the expiration of the operating license for a period of about five years; the time between when the plant's construction permit was issued and the in-service date of the units. Under the new terms, Turkey Point Unit No. 3's license expires in 2012 and Unit No. 4's in 2013. (3) Reference is made to Item 1. Business - Fuel in FPL Group's 1993 Form 10-K. In April 1994, FPL entered into a take-or-pay contract for a minimum of approximately 17 million barrels per year of Orimulsion, a new fuel which is an emulsion of bitumen and water and is expected to be cheaper than oil. The twenty-year supply contract, which is subject to regulatory and environmental approvals, is expected to provide 100% of the Orimulsion needs of Manatee Units Nos. 1 and 2. FPL has filed a petition with the FPSC requesting accelerated recovery of the costs required to convert the Manatee units to burn Orimulsion in time for the 1998 summer peak. FPL is also requesting a determination by the FPSC that its decision to convert the Manatee units to burn Orimulsion is prudent and reasonable. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description *4(a) Restated Articles of Incorporation of FPL Group dated December 31, 1984, as amended through December 17, 1990 (filed as Exhibit 4(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *4(b) Bylaws of FPL Group, as amended November 15, 1993 (filed as Exhibit 3(ii) to Form 10-K for the year ended December 31, 1993) *4(c) Rights Agreement dated as of June 16, 1986 between FPL Group, Inc. and the First National Bank of Boston (filed as Exhibit 4(e) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *4(d) Mortgage and Deed of Trust dated as of January 1, 1944, and Ninety-four Supplements thereto between FPL and Bankers Trust Company and The Florida National Bank of Jacksonville (now First Union National Bank of Florida) Trustees (as of September 2, 1992, the sole trustee is Bankers Trust Company) (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076); and Exhibit 4(b) to Form 10-K for the year ended December 31, 1993) *10(a) Supplemental Executive Retirement Plan, as amended and restated (filed as Exhibit 99(b) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(b) Benefit Restoration Plan of FPL Group and affiliates, as amended and restated (filed as Exhibit 99(c) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(c) FPL Group Amended and Restated Supplemental Executive Retirement Plan for J. L. Broadhead (filed as Exhibit 99(d) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(d) Employment Agreement between FPL Group and D. P. Coyle dated June 12, 1989 (filed as Exhibit 99(e) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(e) Employment Agreement between FPL and Stephen E. Frank dated July 31, 1990 (filed as Exhibit 99(f) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(f) Employment Agreement between FPL and Jerome H. Goldberg dated August 9, 1989 (filed as Exhibit 99(g) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(g) FPL Group Long-Term Incentive Plan of 1985, as amended (filed as Exhibit 99(h) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(h) Director and Executive Compensation Deferral Plan of FPL, as amended (filed as Exhibit 99(i) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(i) Employment Agreement between FPL Group and James L. Broadhead dated February 13, 1989 (filed as Exhibit 99(j) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669) *10(j) Employment Agreement between FPL Group and James L. Broadhead dated as of December 13, 1993 (filed as Exhibit 10(j) to Form 10-K for the year ended December 31, 1993) 10(k) Annual Incentive Plan dated as of March 31, 1994 10(l) Long-Term Incentive Plan dated as of February 14, 1994 * Incorporated herein by reference (b) Reports on Form 8-K None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FPL GROUP, INC. (Registrant) Date: May 10, 1994 PAUL J. EVANSON Paul J. Evanson Vice President, Finance and Chief Financial Officer (Principal Financial Officer)