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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: March 17,
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.
700
Universe Boulevard
Juno
Beach, Florida 33408
(561)
694-4000
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59-2449419
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State
or other jurisdiction of incorporation or
organization: Florida
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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:
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
7 - REGULATION
FD
Item
7.01 Regulation FD Disclosure
On March
17, 2009, at the Edison Electric Institute International Utility Conference in
London, England, 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 $4.05 to $4.25
for 2009 and $4.50 to $4.90 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. The adjusted earnings per share expectations and
average adjusted earnings per share growth expectations assume normal weather
and operating conditions, no further decline in the national or Florida economy
and access to reasonable capital and credit markets, and 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,
supportive commodity markets, continued public policy support for renewable
power project development, which includes, but is not limited to, support for
the construction and availability of sufficient transmission facilities and
capacity to support renewables development, continued wind supply chain
expansion, continued expansion of NextEra Energy Resources non-wind activities,
no acquisitions and a continued constructive regulatory framework in
Florida.
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: March
17, 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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