Edgar Filing: FPL GROUP INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 11-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-8841

FPL Energy Operating Services, Inc.
Employee Thrift Plan
(Full title of the plan)

FPL GROUP, INC.
(Name of issuer of the securities held pursuant to the plan)

700 Universe Boulevard
Juno Beach, Florida 33408
(Address of principal executive office)

INDEPENDENT AUDITORS' REPORT

EMPLOYEE BENEFITS COMMITTEE OF THE BOARD OF DIRECTORS OF FPL GROUP, INC.:

We have audited the accompanying statements of net assets available for
benefits of the FPL Energy Operating Services, Inc. Employee Thrift Plan
(the "Plan") as of December 31, 2000 and 1999, and the related statement
of changes in net assets available for benefits for the year ended December
31, 2000. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 2000 and 1999, and the changes in net assets available for benefits for
the year ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes as of December 31, 2000 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This schedule is
the responsibility of the Plan's management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2000
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.

DELOITTE & TOUCHE LLP

Certified Public Accountants
Miami, Florida
June 22, 2001

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2000 1999

ASSETS
Receivables:
Employer contributions ........................................................... $ - $ 18,495
Participant contributions ........................................................ - 34,060
Accrued interest receivable - Leveraged ESOP ..................................... 23 -

Total receivables .............................................................. 23 52,555

General investments, at fair value ................................................. 8,674,153 10,521,470

Employer securities, at fair value:
Employer securities held by the Plan ............................................. 1,445,049 267,024
Leveraged ESOP employer securities ............................................... 2,956,414 -

Total employer securities ...................................................... 4,401,463 267,024

Total assets ....................................................................... 13,075,639 10,841,049

LIABILITIES
Interest payable - Leveraged ESOP Account .......................................... 5,401 -
Other liabilities .................................................................. - 526
Acquisition indebtedness of Leveraged ESOP ......................................... 1,671,940 -

Total liabilities .................................................................. 1,677,341 526

NET ASSETS AVAILABLE FOR BENEFITS .................................................. $11,398,298 $10,840,523

The accompanying Notes to Financial Statements are an integral part of these
statements.

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2000

INCOME
Contributions:
Received from employer ........................................................... $ 193,127
Received from Members ............................................................ 1,358,320
Noncash contributions (from employer) ............................................ 488,778
Total contributions ............................................................. $ 2,040,225

Earnings on investments:
Interest:
Interest-bearing cash .......................................................... 24,102
Other loans (Member loans) ..................................................... 46,254
Total interest ............................................................... 70,356

Common stock dividends ........................................................... 25,340

Net appreciation (depreciation) in fair value of investments:
Employer securities ............................................................ 425,971
Master trusts .................................................................. 21,432
Registered investment companies ................................................ (330,594)
Total net appreciation in fair value of investments........................... 116,809
Total income ....................................................................... 2,252,730

EXPENSES
Benefit payments to Members or beneficiaries ....................................... 3,088,777
Administrative expenses ............................................................ 4,097
Total expenses ................................................................... 3,092,874

NET LOSS ........................................................................... (840,144)

TRANSFERS
Transfers to the Plan - net ........................................................ 118,823
Effect of current year Leveraged ESOP activity ..................................... 1,279,096
Total transfers to the Plan ........................................................ 1,397,919

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1999 ............................. 10,840,523

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2000 ............................. $11,398,298

The accompanying Notes to Financial Statements are an integral part of these
statements.

FPL ENERGY OPERATING SERVICES, INC.
EMPLOYEE THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 2000

1. Description of the Plan and Significant Accounting Policies

The Plan

The following description of the FPL Energy Operating Services, Inc. Employee
Thrift Plan (Plan) provides only general information. Participating
employees (Members) should refer to the Summary Plan Description in their
employee handbook for a more complete description of the Plan. In April 2000,
assets of the Plan were transferred from Fleet Bank of Connecticut to
Fidelity Management Trust Company (Trustee) who administers the trust (Trust)
established under the Plan, the FPL Group Employee Thrift Plan (Group Plan)
and the Employee Thrift and Retirement Savings Plan for Bargaining Unit
Employees of Florida Power & Light Company (FPL Bargaining Plan).

The Plan is a defined contribution plan subject to the provisions of the
Employee Retirement Income Securities Act of 1974, as amended (ERISA).
Participation in the Plan is voluntary. Employees are eligible to
participate in the Plan on the first day of the month coincident with the
completion of one full month of service with FPL Energy Operating Services,
Inc. (Company) or on the first day of any payroll period thereafter. The
Plan includes a cash or deferred compensation arrangement (Tax Saver Option)
permitted by Section 401(k) of the Internal Revenue Code of 1986, as amended
(Code). The Tax Saver Option permits a Member to elect to defer federal
income taxes on all or a portion of their contributions (Tax Saver
Contributions) until they are distributed from the Plan. Tax Saver
Contributions were limited in 2000 to a maximum of $10,500 per Member and may
be increased or decreased in future years for cost-of-living adjustments.

Effective April 2000, the Plan was designated as an Employee Stock Ownership
Plan and includes leveraged employee stock ownership plan (Leveraged ESOP)
provisions. The Leveraged ESOP is a stock bonus plan within the meaning of
Treasury Regulation Section 1.401-1(b)(1)(iii) that is qualified under
Section 401(a) of the Code and is designed to invest primarily in common
stock of FPL Group, Inc. (Common Stock). The Trust purchased Common Stock
from FPL Group , Inc. (FPL Group) using the proceeds of a loan (Acquisition
Indebtedness) from FPL Group Capital Inc (FPL Group Capital), a subsidiary of
FPL Group (see Note 3). The Common Stock acquired by the Trust is initially
held in a separate account (Leveraged ESOP Account). As the Acquisition
Indebtedness (including interest) is repaid, each Member's account is
allocated its portion of Common Stock released from the Leveraged ESOP
Account.

Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, Members will become 100 percent vested in their accounts.

Contributions, Loans and Withdrawals

The Plan provides for basic contributions by eligible employees in whole
percentages from 1% to 7% of their base compensation (Earnings), which is
matched in part by the Company with shares of Common Stock. For basic Tax
Saver Contributions or contributions made on an after-tax basis, the Company
match is 100% on the first 3% of a Member's Earnings, 50% on the next 3% and
25% on the last 1%. The Plan also provides for supplemental contributions by
Members to be made in whole percentages from 1% to 9% of their Earnings,
bringing the total maximum contributions to 16%. Supplemental contributions
are not matched by the Company. Contributions are subject to certain
limitations.

The value of a Member's contributions (including all income, gains and
losses) is at all times 100% vested. Company contributions vest at a rate of
20% each year and are fully vested upon a Member attaining five years of
service as a Member of the Plan. An employee may also receive vesting credit
for prior years of service as a member of the Group Plan or FPL Bargaining
Plan.

The Plan's investment options include fourteen core funds, as well as a wide
variety of mutual funds. The core funds are comprised of eleven "mix your
own" investment options and three "pre-mixed" investment strategies. The
"mix your own" investment options include various mutual funds, a separately
managed portfolio of short- and long-term investment contracts, a small-
capitalization equity index fund and Common Stock. The "pre-mixed"
investment strategy options are made up of different allocations of
investment options providing various combinations of stocks and fixed income
investments.

The Plan allows Members, at any time, to change their contribution
percentage, to change their investment option allocation for future
contributions or to transfer their account balance attributable to Member
contributions from one investment option to another. At year end, the number
of Members contributing to the Plan was 412. Company contributions are
primarily made from Common Stock shares released from the Leveraged ESOP
Account. Forfeitures of non-vested Company contributions due to termination
of Plan participation are used to reduce the amount of future Company
contributions to the Plan or may be applied to administrative expenses. A
Member who has attained at least the age of fifty and completed five years of
service while a Member will be permitted to transfer all or any portion of
Company contributions made to his or her account and any earnings thereon to
one or more of the other investment options. Any future Company
contributions will continue to be invested in Common Stock.

A Member may borrow from his or her account a minimum of $1,000 up to a
maximum of $50,000 or 50% of the vested value of the Member's account,
whichever is less. The loans are secured by the balance in the Members'
account and bear interest at annual rates ranging from 7% to 11.75%, which
are commensurate with prevailing rates as determined annually by the Plan
administrator.

Withdrawals by Members from certain of their accounts during their employment
are permitted with certain penalties and restrictions. The penalties limit a
Member's contributions to the Plan for varying periods following a
withdrawal.

Transfers to (from) the Plan generally represent net transfers between the
Plan and either the Group Plan or the FPL Bargaining Plan. The majority of
transfers arise as a result of Members transferring their employment between
the Company and other FPL Group subsidiaries.

Basis of Accounting

The financial statements of the Plan are prepared using the accrual basis of
accounting. Investment income and interest income on loans to Members is
recognized when earned. Contributions by Members and Company contributions
are accrued on the basis of amounts withheld through payroll deductions.
Distributions to Members are recorded when paid.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, and changes therein, and disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

The Plan's investments are stated at fair value, except insurance and
financial institution investment contracts which are stated at contract value
(see Investment Contracts below). Shares of registered investment companies
are valued at quoted market prices, which represent the net asset value of
shares held by the Plan at year end. Common Stock is valued at its quoted
market price. Loans to Members are valued at cost, which approximates fair
value.

Purchases and sales of investment securities are recorded on the trade date.
Gains or losses on sales of investment securities are determined using the
carrying amount of the securities. The carrying amounts of securities held
in Member accounts are adjusted daily; securities held in the Leveraged ESOP
Account (see Note 2) are adjusted annually. Unrealized appreciation or
depreciation is recorded to recognize changes in market value.

Investment Contracts

The Plan has entered into investment contracts with various insurance
companies and financial institutions. The contracts are fully benefit
responsive and are included in the financial statements at contract value
(which represents contributions made under the contract, plus earnings, less
withdrawals and administrative expenses). There are no reserves against
contract values for credit risk of the contract issuer or otherwise. At
December 31, 2000, the contract value and fair value of investment contracts
was $419,000 and $421,000, respectively. For the year end December 31, 2000,
the average yield for the portfolio of investment contracts was 6.23% and the
crediting interest rate was 6.10%. The crediting interest rate is based on
an agreed-upon formula with the issuer, but cannot be less than zero. See
Note 8.

2. Employee Stock Ownership Plan Account Allocation

The assets, liabilities and net income of the Leveraged ESOP Account are
not considered plan assets but are for the joint benefit of the Plan
(commencing in April 2000), the FPL Bargaining Plan and the Group Plan.
The Leveraged ESOP Account is allocated for financial reporting purposes
based on each plan's relative net assets. The Plan's allocation of Common
Stock held in the Leveraged ESOP Account (employer securities), Acquisition
Indebtedness and interest payable have been reflected in the Statements of
Net Assets Available for Benefits, but are not available for, or the
obligation of, Plan Members. The employer securities will be released from
the Leveraged ESOP Account and allocated to accounts of Members under the
Plan in satisfaction of part or all of the Company's matching contribution
obligation under the Plan as the Acquisition Indebtedness is repaid (see
Note 3). ESOP shares allocated to date are classified as employer
securities held by the Plan on the Statements of Net Assets Available for
Benefits. The Acquisition Indebtedness will be repaid from dividends on
the shares acquired by the Leveraged ESOP Account, as well as from cash
contributions from FPL Group. The net effect of a change in the allocation
percentage from year to year is reported as a transfer to or from the Plan.
The value of the shares allocated to accounts of members under the plans
is not affected by these allocations.

Condensed financial statements of the Leveraged ESOP Account are presented
below, indicating the allocations made to each plan. The effect of current
year Leveraged ESOP activity on net assets is included in transfers to (from)
the plan in the financial statements of each plan. Allocation of shares to
the plans are presented as noncash contributions in the financial statements
of each plan.

Total The FPL
Leveraged ESOP The Bargaining
Account Group Plan Plan The Plan

Allocation percentage ............................ 100.0% 70.6% 28.9% 0.5%

Accrued interest ................................. $ 4,090 $ 2,887 $ 1,180 $ 23
Employer securities .............................. 537,725,281 379,624,369 155,144,498 2,956,414
Total assets ................................... 537,729,371 379,627,256 155,145,678 2,956,437

Interest payable ................................. 982,242 693,445 283,396 5,401
Acquisition indebtedness ......................... 304,099,620 214,688,858 87,738,822 1,671,940
Total liabilities .............................. 305,081,862 215,382,303 88,022,218 1,677,341

Net assets at December 31, 2000 .................. $ 232,647,509 $ 164,244,953 $ 67,123,460 $1,279,096

Contributions received from employer ............. $ 26,393,105
Interest income .................................. 13,022
Dividends ........................................ 16,736,745
Net appreciation in fair value of investments .... 221,756,106
Total income ................................... 264,898,978

Interest expense ................................. 30,896,690

Net income ....................................... 234,002,288 $ 165,201,403 $ 67,514,341 $1,286,544
Allocation of shares to plans .................... (22,142,047) (15,487,431) (6,165,838) (488,778)
Transfers to (from) the plan ..................... - (206,610) (274,720) 481,330
Effect of current year Leveraged ESOP
activity on net assets ......................... 211,860,241 149,507,362 61,073,783 1,279,096
Net assets at December 31, 1999 .................. 20,787,268 14,737,591 6,049,677 -
Net assets at December 31, 2000 .................. $ 232,647,509 $ 164,244,953 $ 67,123,460 $1,279,096

3. Acquisition Indebtedness

In December 1990, the Trust, which holds plan assets for the Plan, the FPL
Bargaining Plan and the Group Plan, borrowed $360 million from FPL Group
Capital to purchase approximately 12.4 million shares of Common Stock. The
Acquisition Indebtedness matures in 2019, bears interest at a fixed rate of
9.69% per year and is to be repaid using dividends received on both Common
Stock held by the Leveraged ESOP Account and ESOP shares allocated to
accounts of members under the plans, along with cash contributions from FPL
Group. For those dividends on shares allocated to accounts of members under
the plans used to repay the loan, additional shares, equal in value to those
dividends, will be allocated to accounts of members under the plans. In
2000, dividends received from shares held by the ESOP and shares allocated to
accounts of members under the plans totaled approximately $16,737,000 and
$6,316,000, respectively. Cash contributed in 2000 by FPL Group for the debt
service shortfall totaled approximately $26,393,000.

The unallocated shares of Common Stock acquired with the proceeds of the
Acquisition Indebtedness are collateral for the Acquisition Indebtedness. As
principal payments are made, a percentage of Common Stock is released as
collateral and becomes available to satisfy matching contributions, as well
as to repay dividends on ESOP shares allocated to accounts of members under
the plans for debt service. During 2000, 550,591 shares of Common Stock were
released as collateral for the Acquisition Indebtedness. The scheduled
principal repayments of the Acquisition Indebtedness for the next five years
and thereafter are as follows: 2001 - $3,883,000; 2002 - $4,451,600; 2003 -
$5,023,600; 2004 - $5,604,000; 2005 - $6,200,000 and thereafter -
$278,937,420.

See Note 2 for information on the Plan's allocation percentage of the
Acquisition Indebtedness.

4. Parties-In-Interest Transactions

Company contributions are primarily made in Common Stock released from the
Leveraged ESOP Account or in cash which is used by the Trustee to purchase
Common Stock. Such amounts are reported as noncash contributions (from
employer) and contributions received from employer, respectively. Upon the
transfer of assets to the Trustee in April 2000, all Company contributions
were made in Common Stock released from the Leveraged ESOP Account. Prior to
that, Company contributions were made in Common Stock purchased on the open
market.

Dividend income earned by the Plan results from dividends on Common Stock.
Dividends on shares held in the Leveraged ESOP Account were used to repay the
Acquisition Indebtedness (see Note 3). Certain dividends on shares held in
Members' accounts are reinvested in Common Stock for the benefit of its
Members pursuant to FPL Group's Dividend Reinvestment and Common Share
Purchase Plan in which the Trustee participates.

5. Investments

Investments that represent five percent or more of the Plan's net assets
available for benefits are as follows:

December 31, 2000 December 31, 1999

Dreyfus Founders Worldwide Growth .. $1,473,735 Aetna Money Market VP ............... $1,256,776
Fidelity Fund ...................... 755,203 Aetna Balanced VP ................... 1,030,015
Fidelity Equity-Income ............. 851,767 Aetna Growth and Income VP........... 1,125,034
Fidelity Growth Company ............ 616,605 Fidelity VIP Equity - Income ........ 912,952
Fidelity Blue Chip Growth .......... 1,612,227 Fidelity VIP Growth ................. 1,618,504
FPL Group Company Stock Fund ....... 1,445,049 Janus Aspen Series Worldwide Growth.. 1,888,552
Loans to Members ................... 833,222 PPI MFS Emerging Equities ........... 577,822
Loans to Members .................... 650,355

6. Income Taxes

The Plan has not yet received a determination letter, but the Plan sponsor
believes that the Plan is qualified under Section 401(a) of the Code. In
2000, the Plan filed for a determination letter and is awaiting a favorable
determination from the Internal Revenue Service. The Plan sponsor believes
that the Trust established under the Plan will generally be exempt from
federal income taxes under Section 501(a) of the Code; Company contributions
paid to the Trust under the Plan will be allowable federal income tax
deductions of the Company subject to the conditions and limitations of
Section 404 of the Code; and the Plan will meet the requirements of Section
401(k) of the Code allowing Tax Saver Contributions to be exempt from federal
income tax at the time such contributions are made, provided that in
operation the Plan and Trust meet the applicable provisions of the Code. In
addition, FPL Group will be able to claim an income tax deduction for
dividends used to repay the Acquisition Indebtedness and for dividends
distributed directly to Members.

Company contributions to the Plan on a Member's behalf, Member's Tax Saver
Contributions, and the earnings thereon generally are not taxable to the
Member until such Company contributions, Tax Saver Contributions, and
earnings from investments are distributed or withdrawn. A loan from a
Member's account generally will not represent a taxable distribution if the
loan is repaid in a timely manner and does not exceed certain limitations.

7. Expenses

Certain fees such as annual account maintenance and investment management
fees are paid by Plan Members. Trustee's fees and expenses are paid by FPL
Energy, LLC (which may charge the Company) and, therefore, are not reflected
in the financial statements.
8. Master Trusts

A summary of participating interest in and financial statements for the
Master Trusts follow.

Percent of
Interest in Master Trust
December 31,
2000 1999

FPL MANAGED INCOME PORTFOLIO
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 78.2% 76.5%

Employee Thrift and Retirement Savings Plan for Bargaining Unit Employees of
Florida Power & Light Company
EIN 59-0247775
PN 003 ............................................................................... 21.6% 23.5%

FPL Energy Operating Services, Inc. Employee Savings Plan
EIN 65-0471798
PN 001 ............................................................................... 0.2% -

CONSERVATIVE INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 80.6% 80.0%

FPL Energy Operating Services, Inc. Employee Savings Plan
EIN 65-0471798
PN 001 ............................................................................... 0.0% -

MODERATE GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 74.5% 74.1%

FPL Energy Operating Services, Inc. Employee Savings Plan
EIN 65-0471798
PN 001 ............................................................................... 0.0% -

LONG-TERM GROWTH INVESTMENT STRATEGY
FPL Group Employee Thrift Plan
EIN 59-0247775
PN 002 ............................................................................... 71.7% 73.2%

FPL Energy Operating Services, Inc. Employee Savings Plan
EIN 65-0471798
PN 001 ............................................................................... 0.0% -

FPL MANAGED INCOME PORTFOLIO

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2000 1999

ASSETS
General investments:
Value of unallocated insurance and financial institution contracts ............... $221,262,195 $228,312,304

Total assets ....................................................................... 221,262,195 228,312,304

LIABILITIES ........................................................................ - -

NET ASSETS AVAILABLE FOR BENEFITS .................................................. $221,262,195 $228,312,304

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2000

INCOME
Contributions received from Members ............................................................... $ 4,917,631

Earnings on investments:
Interest ........................................................................................ 12,339,015

Total income ...................................................................................... 17,256,646

EXPENSES
Benefit payments to Members or beneficiaries ...................................................... 24,392,650

Account maintenance fees .......................................................................... 7,961

Total expenses .................................................................................... 24,400,611

NET LOSS........................................................................................... (7,143,965)

TRANSFERS
Transfers into fund ............................................................................... 412,697,120
Transfers out of fund ............................................................................. (412,603,264)

Net transfers ..................................................................................... 93,856

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1999 ............................................ 228,312,304

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2000 ............................................ $221,262,195

CONSERVATIVE INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2000 1999

ASSETS
Receivables:
Income ........................................................................... $ 84,293 $ 84,315

General investments:
Value of unallocated insurance and financial institution contracts ............... 10,241,252 13,368,723
Mutual funds ..................................................................... 9,312,247 8,085,733

Total general investments .................................................... 19,553,499 21,454,456

Total assets ....................................................................... 19,637,792 21,538,771

LIABILITIES ........................................................................ 109 1,012

NET ASSETS AVAILABLE FOR BENEFITS .................................................. $19,637,683 $21,537,759

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2000

INCOME
Contributions received from Members ............................................................... $ 294,096

Earnings on investments:
Interest ........................................................................................ 713,394
Dividends ....................................................................................... 354,478
Net depreciation in fair value of investments ................................................... (350,428)

Total income ...................................................................................... 1,011,540

EXPENSES
Benefit payments to Members or beneficiaries ...................................................... 2,070,161

Account maintenance fees .......................................................................... 1,148

Total expenses .................................................................................... 2,071,309

NET LOSS .......................................................................................... (1,059,769)

TRANSFERS
Transfers into fund ............................................................................... 6,424,809
Transfers out of fund ............................................................................. (7,265,116)

Net transfers ..................................................................................... (840,307)

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1999 ............................................ 21,537,759

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2000 ............................................ $19,637,683

MODERATE GROWTH INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2000 1999

ASSETS
Receivables:
Income ........................................................................... $ 271,624 $ 189,492
Other ............................................................................ 58,253 10,977
Total receivables .............................................................. 329,877 200,469

General investments:
Value of unallocated insurance and financial institution contracts ............... 23,131,741 19,944,621
Mutual funds ..................................................................... 63,199,600 73,209,864

Total general investments .................................................... 86,331,341 93,154,485

Total assets ....................................................................... 86,661,218 93,354,954

LIABILITIES ........................................................................ 561 -

NET ASSETS AVAILABLE FOR BENEFITS .................................................. $86,660,657 $93,354,954

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2000

INCOME
Contributions received from Members ............................................................... $ 2,524,065

Earnings on investments:
Interest ........................................................................................ 1,309,551
Dividends ....................................................................................... 2,008,496
Net depreciation in fair value of investments ................................................... (3,060,542)

Total income ...................................................................................... 2,781,570

EXPENSES
Benefit payments to Members or beneficiaries ...................................................... 4,693,342

Account maintenance fees .......................................................................... 5,995

Total expenses .................................................................................... 4,699,337

NET LOSS .......................................................................................... (1,917,767)

TRANSFERS
Transfers into fund ............................................................................... 13,882,545
Transfers out of fund ............................................................................. (18,659,075)

Net transfers ..................................................................................... (4,776,530)

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1999 ............................................ 93,354,954

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2000 ............................................ $ 86,660,657

LONG-TERM GROWTH INVESTMENT STRATEGY

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

December 31,
2000 1999

ASSETS
Receivables:
Income ........................................................................... $ 167,348 $ 101,911
Other ............................................................................ 66,150 126,392
Total receivables .............................................................. 233,498 228,303

General investments:
Value of unallocated insurance and financial institution contracts ............... 11,042,921 7,008,628
Mutual funds ..................................................................... 87,877,354 104,640,528

Total general investments .................................................... 98,920,275 111,649,156

Total assets ....................................................................... 99,153,773 111,877,459

LIABILITIES ........................................................................ 11,465 69,815

NET ASSETS AVAILABLE FOR BENEFITS .................................................. $ 99,142,308 $111,807,644

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended
December 31,
2000

INCOME
Contributions received from Members ............................................................... $ 5,089,917

Earnings on investments:
Interest ........................................................................................ 565,127
Dividends ....................................................................................... 2,082,311
Net depreciation in fair value of investments ................................................... (8,059,862)

Total loss ........................................................................................ (322,507)

EXPENSES
Benefit payments to Members or beneficiaries ...................................................... 4,765,200

Account maintenance fees .......................................................................... 9,008

Total expenses .................................................................................... 4,774,208

NET LOSS .......................................................................................... (5,096,715)

TRANSFERS
Transfers into fund ............................................................................... 16,345,094
Transfers out of fund ............................................................................. (23,913,715)

Net transfers ..................................................................................... (7,568,621)

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 1999 ............................................ 111,807,644

NET ASSETS AVAILABLE FOR BENEFITS AT DECEMBER 31, 2000 ............................................ $ 99,142,308

FORM 5500: Schedule H, 4i FPL ENERGY OPERATING SERVICES, INC. - EIN 65-0471798
Plan Year 2000 FPL ENERGY OPERATING SERVICES, INC. EMPLOYEE THRIFT PLAN
Plan # 001 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END

UNITS/SHARES PRICE HISTORICAL MARKET VALUE
FUND NAME 12/31/00 12/31/00 COST 12/31/00

FIDELITY FUND 23,052.60 $32.76 $922,136.92 $755,203.27
FIDELITY PURITAN 2.52 $18.83 47.83 47.38
FIDELITY GINNIE MAE 17.48 $10.73 186.14 187.53
FIDELITY MAGELLAN 269.15 $119.30 33,958.38 32,109.11
FIDELITY EQUITY INC 15,941.73 $53.43 829,880.24 851,766.86
FIDELITY GROWTH CO 8,632.30 $71.43 736,702.05 616,604.91
FIDELITY INTER BOND 3.48 $10.04 34.72 34.98
FIDELITY CAP & INC 47.01 $7.73 401.38 363.39
FID INDEPENDENCE FD 47.70 $22.01 1,215.12 1,049.79
FIDELITY OTC PORT 798.84 $41.05 50,413.72 32,792.45
FIDELITY OVERSEAS 2,709.84 $34.37 119,559.48 93,137.14
FIDELITY EUROPE 52.19 $29.77 1,841.71 1,553.56
FIDELITY PAC BASIN 16.39 $17.29 356.53 283.33
FIDELITY REAL ESTATE 197.42 $18.50 3,617.54 3,652.30
FIDELITY BALANCED 22,824.15 $15.19 354,000.35 346,698.80
FIDELITY INTL GR&INC 7.91 $22.72 202.95 179.70
FIDELITY UTILITIES 10.46 $16.09 212.00 168.35
FIDELITY BLUE CHIP 31,287.15 $51.53 1,870,709.38 1,612,226.60
FID ASSET MANAGER 42.67 $16.82 775.81 717.65
FIDELITY DISC EQUITY 200.89 $25.82 6,390.98 5,186.94
FIDELITY AGGR GROWTH 1,987.41 $36.17 104,780.74 71,884.66
FIDELITY DIVERS INTL 10,114.88 $21.94 246,685.48 221,920.39
FIDELITY EXP & MULTI 29.96 $16.88 615.35 505.80
FIDELITY TECHNOQUANT 85.74 $13.61 1,370.84 1,166.88
FIDELITY MID-CAP STK 1,157.68 $26.06 30,228.02 30,169.09
FID FREEDOM 2030 57.65 $15.00 976.67 864.74
FIDELITY INTL BOND 2.15 $8.36 17.34 17.98
FIDELITY FIFTY 255.30 $18.50 4,354.49 4,723.03
FIDELITY RETIRE MMKT 385,423.47 $1.00 385,423.47 385,423.47
FIDELITY RET GOVT MM 22,027.11 $1.00 22,027.11 22,027.11
SPARTAN US EQ INDEX 1,427.89 $46.81 75,810.82 66,839.57
FIDELITY US BD INDEX 21.96 $10.59 228.60 232.59
FPL MANAGED INCOME * 535,773.10 $1.00 535,773.10 535,773.10
BGI RUSSELL 2000 K 281.64 $8.32 2,413.60 2,343.19
DOMINI SOCIAL EQUITY 413.54 $34.57 16,721.99 14,296.22
INVESCO EQUITY INC 11.98 $14.36 183.52 172.10
PIMCO TOT RETURN ADM 13,118.00 $10.39 130,965.87 136,295.96
BRANDYWINE FUND 1,314.54 $29.39 44,749.78 38,634.45
PBHG EMERGING GROWTH 132.13 $23.74 4,830.91 3,136.86
ARIEL PREMIER BOND 3.46 $10.10 34.69 34.96
ALGER CAP APPRECIATN 1,793.76 $15.48 35,029.01 27,767.32
ALGER MID CAP GROWTH 11,312.25 $15.85 192,262.52 179,299.23
ALGER SMALL CAP RTM 52.88 $20.80 1,282.94 1,099.81
DREY FNDRS GROWTH F 920.67 $14.03 19,140.92 12,917.01
DREY FNDRS WW GRTH F 93,928.30 $15.69 2,074,317.40 1,473,735.02
FRANKLIN SM CAP GRTH 198.81 $39.33 9,540.58 7,819.36
PBHG GROWTH FUND 94.69 $31.10 4,855.80 2,944.98
INVESCO DYNAMICS 42.51 $23.77 1,182.62 1,010.44
INVESCO SM CO GROWTH 516.28 $15.35 10,154.72 7,924.92
INVESCO BL CHIP GRTH 719.59 $5.15 5,876.63 3,705.86
JANUS FLEX INCOME 1,362.93 $9.14 12,241.65 12,457.21
TEMPLETON FOREIGN A 10.06 $10.34 100.44 104.04
DREY FNDRS DISCVRY F 290.45 $34.75 13,444.38 10,093.20
MAS MID CAP GRTH ADV 1,241.64 $24.48 41,004.53 30,395.46
MSI SM CO GROWTH B 2,215.85 $10.68 30,665.62 23,665.31
NB MANHATTAN TRUST 2,573.86 $14.72 37,870.61 37,887.16
PIMCO HIGH YIELD ADM 5.69 $9.71 54.86 55.26
PIMCO LT US GOVT ADM 794.24 $10.59 8,430.24 8,411.00
STRONG GROWTH FUND 2,819.32 $27.05 103,743.32 76,262.47
STRONG ADV COM STK Z 6.43 $20.16 131.51 129.58
STRONG LG CAP GROWTH 30.04 $34.77 1,347.65 1,044.59
TRP EQUITY INCOME 4.26 $24.67 105.29 105.01
FPL CONS INV STRGY * 48.21 $17.92 851.21 863.92
MODERATE GRWTH STRGY * 49.87 $23.61 1,193.28 1,177.53
LONG-TERM STRGY * 943.26 $26.04 24,526.23 24,562.37
FPL GROUP STOCK * 42,618.20 $19.25 555,663.98 820,400.31
FPL GROUP STK LESOP * 32,476.29 $19.39 486,613.64 629,715.26
LEVERAGED ESOP EMPLOYER SECURITIES * 41,204.38 $71.75 1,194,926.91 2,956,414.00
MEMBER LOAN BALANCES
(7.00% TO 11.75%; MATURING 2001-2005) 833,222.09 833,222.09

TOTAL ASSETS HELD FOR INVESTMENT PURPOSES $12,240,616.20 $13,075,615.91

*PARTY-IN-INTEREST

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Employee Benefits Plan Administrative Committee has duly caused
this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.

DATE: June 27, 2001

FPL Energy Operating Services, Inc.
Employee Thrift Plan
(Name of Plan)

By: JAMES K. PETERSON
-------------------------
James K. Peterson
Director, Human Resources Centers of Expertise

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement No. 333-79305 on Form S-8 of FPL Group,
Inc. of our report dated June 22, 2001, appearing in this Annual Report on
Form 11-K of FPL Energy Operating Services, Inc. Employee Thrift Plan for
the year ended December 31, 2000.

DELOITTE & TOUCHE LLP

Miami, Florida
June 27, 2001