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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of earliest
event reported: June 22,
2009
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Commission
File
Number
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Exact name of
registrant as specified in its
charter,
address of principal executive offices and
registrant's
telephone number
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IRS
Employer
Identification
Number
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1-8841
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FPL
GROUP, INC.
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59-2449419
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700 Universe
Boulevard
Juno Beach,
Florida 33408
(561)
694-4000
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State or other
jurisdiction of incorporation or organization: Florida
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
7 - REGULATION
FD
Item
7.01 Regulation FD Disclosure
In various investor
meetings being conducted in Europe during the week of June 22, 2009, Armando
Pimentel, Jr., executive vice president, finance and chief financial officer of
FPL Group, Inc. (FPL Group), will discuss FPL Group’s long-term growth
expectations, including (i) reaffirmation of FPL Group’s previously announced
adjusted earnings per share expectations of $4.20 to $4.40 for 2009 and $4.65 to
$5.05 for 2010; and (ii) reaffirmation of FPL Group’s average adjusted earnings
per share growth expectations of at least 10% per year from 2006 to 2012. These
adjusted earnings per share expectations and average adjusted earnings per share
growth expectations exclude the cumulative effect of adopting new accounting
standards, the unrealized mark-to-market effect of non-qualifying hedges and
other than temporary impairment losses on securities held in NextEra Energy
Resources, LLC's (NextEra Energy Resources) nuclear decommissioning funds, none
of which can be determined at this time. In addition, these expectations assume,
among other things:
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Normal
weather and operating conditions
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No further
significant decline in the national or the Florida
economy
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Supportive
commodity markets
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Continued
public policy support for renewable power project
development
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Final
interpretations of the American Recovery and Reinvestment Act of 2009
consistent with the spirit of the
legislation
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Selective
transmission expansion to support renewable power
projects
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Continued
wind supply chain expansion
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Continued
expansion of NextEra Energy Resources’ non-wind
activities
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Access to
reasonable capital and credit
markets
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No
acquisitions
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Continued
constructive regulatory framework in
Florida
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Adjusted earnings
do not represent a substitute for net income, as prepared in accordance with
generally accepted accounting principles.
Cautionary
Statements And Risk Factors That May Affect Future Results
In connection with
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 (Reform Act), FPL Group and Florida Power & Light Company (FPL) are
hereby providing cautionary statements identifying important factors that could
cause FPL Group's or FPL's actual results to differ materially from those
projected in forward-looking statements (as such term is defined in the Reform
Act) made by or on behalf of FPL Group and FPL in this Form 8-K, on their
respective websites, in response to questions or otherwise. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions, future events or performance, climate change
strategy or growth strategies (often, but not always, through the use of words
or phrases such as will, will likely result, are expected to, will continue, is
anticipated, aim, believe, could, should, would, estimated, may, plan,
potential, projection, target, outlook, predict and intend or words of similar
meaning) are not statements of historical facts and may be
forward-looking. Forward-looking statements involve estimates,
assumptions and uncertainties. Accordingly, any such statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors (in addition to any assumptions and other factors
referred to specifically in connection with such forward-looking statements)
that could cause FPL Group's or FPL's actual results to differ materially from
those contained or implied in forward-looking statements made by or on behalf of
FPL Group and FPL.
Any forward-looking
statement speaks only as of the date on which such statement is made, and FPL
Group and FPL undertake no obligation to update any forward-looking statement to
reflect events or circumstances, including unanticipated events, after the date
on which such statement is made, unless otherwise required by
law. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained or
implied in any forward-looking statement.
The following are
some important factors that could have a significant impact on FPL Group's and
FPL's operations and financial results, and could cause FPL Group's and FPL's
actual results or outcomes to differ materially from those discussed or implied
in the forward-looking statements:
FPL
Group and FPL are subject to complex laws and regulations and to changes in laws
and regulations as well as changing governmental policies and regulatory
actions. FPL holds franchise agreements with local municipalities and
counties, and must renegotiate expiring agreements. These factors may
have a negative impact on the business and results of operations of FPL Group
and FPL.
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FPL Group and
FPL are subject to complex laws and regulations, and to changes in laws or
regulations, with respect to, among other things, allowed rates of return,
industry and rate structure, operation of nuclear power facilities,
construction and operation of generation facilities, construction and
operation of transmission and distribution facilities, acquisition,
disposal, depreciation and amortization of assets and facilities, recovery
of fuel and purchased power costs, decommissioning costs, return on common
equity and equity ratio limits, transmission reliability and present or
prospective wholesale and retail competition. This substantial
and complex framework exposes FPL Group and FPL to increased compliance
costs and potentially significant monetary penalties for
non-compliance. The Florida Public Service Commission (FPSC)
has the authority to disallow recovery by FPL of any and all costs that it
considers excessive or imprudently incurred. The regulatory
process generally restricts FPL's ability to grow earnings and does not
provide any assurance as to achievement of earnings
levels.
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FPL Group and
FPL also are subject to extensive federal, state and local environmental
statutes, rules and regulations, as well as the effect of changes in or
additions to applicable statutes, rules and regulations that relate to, or
in the future may relate to, for example, air quality, water quality,
climate change, greenhouse gas emissions, carbon dioxide emissions, waste
management, marine and wildlife mortality, natural resources, health,
safety and renewable portfolio standards that could, among other things,
restrict or limit the output of certain facilities or the use of certain
fuels required for the production of electricity and/or require additional
pollution control equipment and otherwise increase costs. There
are significant capital, operating and other costs associated with
compliance with these environmental statutes, rules and regulations, and
those costs could be even more significant in the
future.
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FPL Group and
FPL operate in a changing market environment influenced by various
legislative and regulatory initiatives regarding regulation, deregulation
or restructuring of the energy industry, including, for example,
deregulation or restructuring of the production and sale of electricity,
as well as increased focus on renewable and clean energy sources and
reduction of carbon emissions. FPL Group and its subsidiaries
will need to adapt to these changes and may face increasing costs and
competitive pressure in doing so.
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FPL Group's
and FPL's results of operations could be affected by FPL's ability to
negotiate or renegotiate franchise agreements with municipalities and
counties in Florida.
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The
operation and maintenance of power generation, transmission and distribution
facilities involve significant risks that could adversely affect the results of
operations and financial condition of FPL Group and FPL.
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The operation
and maintenance of power generation, transmission and distribution
facilities involve many risks, including, for example, start up risks,
breakdown or failure of equipment, transmission and distribution lines or
pipelines, the inability to properly manage or mitigate known equipment
defects throughout FPL Group's and FPL's generation fleets and
transmission and distribution systems, use of new or unproven technology,
the dependence on a specific fuel source, failures in the supply or
transportation of fuel, the impact of unusual or adverse weather
conditions (including natural disasters such as hurricanes, floods and
droughts), and performance below expected or contracted levels of output
or efficiency. This could result in lost revenues and/or
increased expenses, including, for example, lost revenues due to prolonged
outages and increased expenses due to monetary penalties or fines,
replacement equipment costs or an obligation to purchase or generate
replacement power at potentially higher prices to meet contractual
obligations. Insurance, warranties or performance guarantees
may not cover any or all of the lost revenues or increased
expenses. Breakdown or failure of an operating facility of
NextEra Energy Resources, LLC (NextEra Energy Resources) may, for
example, prevent the facility from performing under applicable power sales
agreements which, in certain situations, could result in termination of
the agreement or subject NextEra Energy Resources to incurring a liability
for liquidated damages.
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The
operation and maintenance of nuclear facilities involves inherent risks,
including environmental, health, regulatory, terrorism and financial risks, that
could result in fines or the closure of nuclear units owned by FPL or NextEra
Energy Resources, and which may present potential exposures in excess of
insurance coverage.
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FPL and
NextEra Energy Resources own, or hold undivided interests in, nuclear
generation facilities in four states. These nuclear facilities
are subject to environmental, health and financial risks such as on-site
storage of spent nuclear fuel, the ability to dispose of spent nuclear
fuel, the ability to maintain adequate reserves for decommissioning,
potential liabilities arising out of the operation of these facilities,
and the threat of a possible terrorist attack. Although FPL and
NextEra Energy Resources maintain decommissioning trusts and external
insurance coverage to minimize the financial exposure to these risks, it
is possible that the cost of decommissioning the facilities could exceed
the amount available in the decommissioning trusts, and that liability and
property damages could exceed the amount of insurance
coverage.
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The U.S.
Nuclear Regulatory Commission (NRC) has broad authority to impose
licensing and safety-related requirements for the construction and
operation and maintenance of nuclear generation facilities. In
the event of non-compliance, the NRC has the authority to impose fines or
shut down a unit, or both, depending upon its assessment of the severity
of the situation, until compliance is achieved. NRC orders or
new regulations related to increased security measures and any future
safety requirements promulgated by the NRC could require FPL and NextEra
Energy Resources to incur substantial operating and capital expenditures
at their nuclear plants. In addition, if a serious nuclear
incident were to occur at an FPL or NextEra Energy Resources plant, it
could result in substantial costs. A major incident at a
nuclear facility anywhere in the world could cause the NRC to limit or
prohibit the operation or licensing of any domestic nuclear
unit.
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In addition,
potential terrorist threats and increased public scrutiny of utilities
could result in increased nuclear licensing or compliance costs which are
difficult or impossible to predict.
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The
construction of, and capital improvements to, power generation and transmission
facilities involve substantial risks. Should construction or capital
improvement efforts be unsuccessful or delayed, the results of operations and
financial condition of FPL Group and FPL could be adversely
affected.
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The ability
of FPL Group and FPL to complete construction of, and capital improvement
projects for, their power generation and transmission facilities on
schedule and within budget are contingent upon many variables that could
delay completion, increase costs or otherwise adversely affect operational
and financial results, including, for example, limitations related to
transmission interconnection issues, escalating costs for materials and
labor and environmental compliance, delays with respect to permits and
other approvals, and disputes involving third parties, and are subject to
substantial risks. Should any such efforts be unsuccessful or
delayed, FPL Group and FPL could be subject to additional costs,
termination payments under committed contracts, loss of tax credits and/or
the write-off of their investment in the project or
improvement.
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The
use of derivative contracts by FPL Group and FPL in the normal course of
business could result in financial losses or the payment of margin cash
collateral that adversely impact the results of operations or cash flows of FPL
Group and FPL.
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FPL Group and
FPL use derivative instruments, such as swaps, options, futures and
forwards, some of which are traded in the over-the-counter markets or on
exchanges, to manage their commodity and financial market risks, and for
FPL Group to engage in trading and marketing activities. FPL
Group could recognize financial losses as a result of volatility in the
market values of these derivative instruments, or if a counterparty fails
to perform or make payments under these derivative instruments and could
suffer a reduction in operating cash flows as a result of the requirement
to post margin cash collateral. In the absence of actively
quoted market prices and pricing information from external sources, the
valuation of these derivative instruments involves management's judgment
or use of estimates. As a result, changes in the underlying
assumptions or use of alternative valuation methods could affect the
reported fair value of these derivative instruments. In
addition, FPL's use of such instruments could be subject to prudence
challenges and, if found imprudent, cost recovery could be disallowed by
the FPSC.
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FPL Group
provides full energy and capacity requirement services, which include
load-following services and various ancillary services, primarily to
distribution utilities to satisfy all or a portion of such utilities’
power supply obligations to their customers. The supply costs
for these transactions may be affected by a number of factors, such as
weather conditions, fluctuating prices for energy and ancillary services,
and the ability of the distribution utilities’ customers to elect to
receive service from competing suppliers, which could negatively affect
FPL Group’s results of operations from these
transactions.
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FPL
Group's competitive energy business is subject to risks, many of which are
beyond the control of FPL Group, including, but not limited to, the efficient
development and operation of generating assets, the successful and timely
completion of project restructuring activities, the price and supply of fuel and
equipment, transmission constraints, competition from other generators,
including those using new sources of generation, excess generation capacity and
demand for power, that may reduce the revenues and adversely impact the results
of operations and financial condition of FPL Group.
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There are
various risks associated with FPL Group's competitive energy
business. In addition to risks discussed elsewhere, risk
factors specifically affecting NextEra Energy Resources' success in
competitive wholesale markets include, for example, the ability to
efficiently develop and operate generating assets, the successful and
timely completion of project restructuring activities, maintenance of the
qualifying facility status of certain projects, the price and supply of
fuel (including transportation) and equipment, transmission constraints,
the ability to utilize production tax credits, competition from other and
new sources of generation, excess generation capacity and shifting demand
for power. There can be significant volatility in market prices
for fuel, electricity and renewable and other energy commodities, and
there are other financial, counterparty and market risks that are beyond
the control of NextEra Energy Resources. NextEra Energy
Resources' inability or failure to effectively hedge its assets or
positions against changes in commodity prices, interest rates,
counterparty credit risk or other risk measures could significantly impair
FPL Group's future financial results. In keeping with industry
trends, a portion of NextEra Energy Resources' power generation facilities
operate wholly or partially without long-term power purchase
agreements. As a result, power from these facilities is sold on
the spot market or on a short-term contractual basis, which may increase
the volatility of FPL Group's financial results. In addition,
NextEra Energy Resources' business depends upon power transmission and
natural gas transportation facilities owned and operated by others; if
transmission or transportation is disrupted or capacity is inadequate or
unavailable, NextEra Energy Resources' ability to sell and deliver its
wholesale power or natural gas may be
limited.
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FPL
Group's ability to successfully identify, complete and integrate acquisitions is
subject to significant risks, including, but not limited to, the effect of
increased competition for acquisitions resulting from the consolidation of the
power industry.
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FPL Group is
likely to encounter significant competition for acquisition opportunities
that may become available as a result of the consolidation of the power
industry in general. In addition, FPL Group may be unable to
identify attractive acquisition opportunities at favorable prices and to
complete and integrate them successfully and in a timely
manner.
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FPL
Group and FPL participate in markets that are often subject to uncertain
economic conditions, which makes it difficult to estimate growth, future income
and expenditures.
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FPL Group and
FPL participate in markets that are susceptible to uncertain economic
conditions, which complicate estimates of revenue
growth. Because components of budgeting and forecasting are
dependent upon estimates of revenue growth in the markets FPL Group and
FPL serve, the uncertainty makes estimates of future income and
expenditures more difficult. As a result, FPL Group and FPL may
make significant investments and expenditures but never realize the
anticipated benefits, which could adversely affect results of
operations. The future direction of the overall economy also
may have a significant effect on the overall performance and financial
condition of FPL Group and FPL.
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Customer
growth and customer usage in FPL's service area affect FPL Group's and FPL's
results of operations.
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FPL Group's
and FPL's results of operations are affected by the growth in customer
accounts in FPL's service area and by customer usage. Customer
growth can be affected by population growth. Customer growth and
customer usage can be affected by economic factors in Florida and
elsewhere, including, for example, job and income growth, housing starts
and new home prices. Customer growth and customer usage
directly influence the demand for electricity and the need for additional
power generation and power delivery facilities at
FPL.
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Weather
affects FPL Group's and FPL's results of operations, as can the impact of severe
weather. Weather conditions directly influence the demand for
electricity and natural gas, affect the price of energy commodities, and can
affect the production of electricity at power generating
facilities.
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FPL Group's
and FPL's results of operations are affected by changes in the
weather. Weather conditions directly influence the demand for
electricity and natural gas, affect the price of energy commodities, and
can affect the production of electricity at power generating facilities,
including, but not limited to, wind, solar and hydro-powered
facilities. FPL Group's and FPL's results of operations can be
affected by the impact of severe weather which can be destructive, causing
outages and/or property damage, may affect fuel supply, and could require
additional costs to be incurred. At FPL, recovery of these
costs is subject to FPSC approval.
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Adverse
capital and credit market conditions may adversely affect FPL Group's and FPL's
ability to meet liquidity needs, access capital and operate and grow their
businesses, and increase the cost of capital. Disruptions,
uncertainty or volatility in the financial markets can also adversely impact the
results of operations and financial condition of FPL Group and FPL, as well as
exert downward pressure on the market price of FPL Group's common
stock.
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Having access
to the credit and capital markets, at a reasonable cost, is necessary for
FPL Group and FPL to fund their operations, including their capital
requirements. Those markets have provided FPL Group and FPL with the
liquidity to operate and grow their businesses that is not otherwise
provided from operating cash flows. Disruptions, uncertainty or
volatility in those markets can increase FPL Group's and FPL's cost of
capital. If FPL Group and FPL are unable to access the credit
and capital markets on terms that are reasonable, they may have to delay
raising capital, issue shorter-term securities and/or bear an unfavorable
cost of capital, which, in turn, could adversely impact their ability to
grow their businesses, decrease earnings, significantly reduce financial
flexibility and/or limit FPL Group's ability to sustain its current common
stock dividend level.
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The market
price and trading volume of FPL Group's common stock could be subject to
significant fluctuations due to, among other things, general stock market
conditions and changes in market sentiment regarding FPL Group and its
subsidiaries' operations, business, growth prospects and financing
strategies.
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FPL
Group’s, FPL Group Capital’s and FPL’s inability to maintain their current
credit ratings may adversely affect FPL Group’s and FPL’s liquidity, limit the
ability of FPL Group and FPL to grow their businesses, and would likely increase
interest costs.
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FPL Group and
FPL rely on access to capital and credit markets as significant sources of
liquidity for capital requirements not satisfied by operating cash
flows. The inability of FPL Group, FPL Group Capital and FPL to
maintain their current credit ratings could affect their ability to raise
capital or obtain credit on favorable terms, which, in turn, could impact
FPL Group's and FPL's ability to grow their businesses and would likely
increase their interest costs.
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FPL
Group and FPL are subject to credit and performance risk from third parties
under supply and service contracts.
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FPL Group and
FPL rely on contracts with vendors for the supply of equipment, materials,
fuel and other goods and services required for the construction and
operation of, and for capital improvements to, their facilities, as well
as for business operations. If vendors fail to fulfill their
contractual obligations, FPL Group and FPL may need to make arrangements
with other suppliers, which could result in higher costs, untimely
completion of power generation facilities and other projects, and/or a
disruption to their operations.
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FPL
Group and FPL are subject to costs and other potentially adverse effects of
legal and regulatory proceedings, as well as regulatory compliance and changes
in or additions to applicable tax laws, rates or policies, rates of inflation,
accounting standards, securities laws, corporate governance requirements and
labor and employment laws.
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FPL Group and
FPL are subject to costs and other potentially adverse effects of legal
and regulatory proceedings, settlements, investigations and claims, as
well as regulatory compliance and the effect of new, or changes in, tax
laws, rates or policies, rates of inflation, accounting standards,
securities laws, corporate governance requirements and labor and
employment laws.
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FPL and
NextEra Energy Resources, as owners and operators of bulk power
transmission systems and/or critical assets within various regions
throughout the United States, are subject to mandatory reliability
standards promulgated by the North American Electric Reliability
Corporation and enforced by the Federal Energy Regulatory
Commission. These standards, which previously were being
applied on a voluntary basis, became mandatory in June
2007. Noncompliance with these mandatory reliability standards
could result in sanctions, including substantial monetary penalties, which
likely would not be recoverable from
customers.
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Threats
of terrorism and catastrophic events that could result from terrorism, cyber
attacks, or individuals and/or groups attempting to disrupt FPL Group's and
FPL's business may impact the operations of FPL Group and FPL in unpredictable
ways.
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FPL Group and
FPL are subject to direct and indirect effects of terrorist threats and
activities, as well as cyber attacks and disruptive activities of
individuals and/or groups. Infrastructure facilities and
systems, including, for example, generation, transmission and distribution
facilities, physical assets and information systems, in general, have been
identified as potential targets. The effects of these threats
and activities include, but are not limited to, the inability to generate,
purchase or transmit power, the delay in development and construction of
new generating facilities, the risk of a significant slowdown in growth or
a decline in the U.S. economy, delay in economic recovery in the United
States, and the increased cost and adequacy of security and
insurance.
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The
ability of FPL Group and FPL to obtain insurance and the terms of any available
insurance coverage could be adversely affected by international, national, state
or local events and company-specific events.
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FPL Group's
and FPL's ability to obtain insurance, and the cost of and coverage
provided by such insurance, could be adversely affected by international,
national, state or local events as well as company-specific
events.
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FPL
Group and FPL are subject to employee workforce factors that could adversely
affect the businesses and financial condition of FPL Group and FPL.
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FPL Group and
FPL are subject to employee workforce factors, including, for example,
loss or retirement of key executives, availability of qualified personnel,
inflationary pressures on payroll and benefits costs and collective
bargaining agreements with union employees and work stoppage that could
adversely affect the businesses and financial condition of FPL Group and
FPL.
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The risks described
herein are not the only risks facing FPL Group and FPL. Additional
risks and uncertainties also may materially adversely affect FPL Group's or
FPL's business, financial condition and/or future operating
results.
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: June
22, 2009
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K.
MICHAEL DAVIS
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K.
Michael Davis
Controller
and Chief Accounting Officer of FPL Group, Inc.
(Principal
Accounting Officer of the
Registrant)
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