[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FPL Group Bargaining Unit Employee Retirement Savings Plan
(Full title of the plan)
Participants and the Employee Benefit Plans
Administrative Committee
FPL Group Bargaining Unit Employee Retirement Savings Plan
Juno Beach, Florida
We have audited the accompanying statement of net assets available for benefits of FPL Group Bargaining Unit Employee Retirement Savings Plan (the Plan) as of December 31, 2007, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2007, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic 2007 financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic 2007 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. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2007 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2007 financial statements taken as a whole.
Crowe Chizek and Company LLC
Columbus, Ohio
June 26, 2008
FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN |
|||||||||||
December 31, 2007 |
|||||||||||
Nonparticipant-Directed |
|||||||||||
Participant- |
|
|
|
||||||||
ASSETS |
|||||||||||
Participant-directed investments |
$ |
620,628,612 |
$ |
- |
$ |
- |
$ |
620,628,612 |
|||
Nonparticipant-directed investment in Company Stock (Leveraged ESOP), at quoted market price |
- |
139,880,051 |
150,092,790 |
289,972,841 |
|||||||
Total investments, at fair value |
620,628,612 |
139,880,051 |
150,092,790 |
910,601,453 |
|||||||
Accrued interest receivable |
- |
- |
494 |
494 |
|||||||
Total assets, reflecting interest in assets of Master Trust |
620,628,612 |
139,880,051 |
150,093,284 |
910,601,947 |
|||||||
LIABILITIES |
|||||||||||
Leveraged ESOP Note: |
|||||||||||
Current |
- |
- |
215,757 |
215,757 |
|||||||
Non-current |
- |
- |
53,395,576 |
53,395,576 |
|||||||
Interest payable - Leveraged ESOP |
- |
- |
173,165 |
173,165 |
|||||||
Total liabilities, reflecting interest in liabilities |
|||||||||||
of Master Trust |
- |
- |
53,784,498 |
53,784,498 |
|||||||
Interest in net assets of Master Trust at fair value |
620,628,612 |
139,880,051 |
96,308,786 |
856,817,449 |
|||||||
Adjustments from fair value to contract value for |
|||||||||||
fully benefit-responsive investment contracts |
(436,580 |
) |
- |
- |
(436,580) |
||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ |
620,192,032 |
$ |
139,880,051 |
$ |
96,308,786 |
$ |
856,380,869 |
|||
December 31, 2006 |
|||||||||||
Nonparticipant-Directed |
|||||||||||
Participant- |
|
|
|
||||||||
ASSETS |
|||||||||||
Participant-directed investments |
$ |
580,067,677 |
$ |
- |
$ |
- |
$ |
580,067,677 |
|||
Nonparticipant-directed investment in Company Stock (Leveraged ESOP), at quoted market price |
- |
117,054,098 |
134,412,041 |
251,466,139 |
|||||||
Total investments, at fair value |
580,067,677 |
117,054,098 |
134,412,041 |
831,533,816 |
|||||||
Accrued interest receivable |
- |
- |
1,034 |
1,034 |
|||||||
Total assets, reflecting interest in assets of Master Trust |
580,067,677 |
117,054,098 |
134,413,075 |
831,534,850 |
|||||||
LIABILITIES |
|||||||||||
Leveraged ESOP Note: |
|||||||||||
Current |
- |
- |
5,142,878 |
5,142,878 |
|||||||
Non-current |
- |
- |
54,440,578 |
54,440,578 |
|||||||
Interest payable - Leveraged ESOP |
- |
- |
192,455 |
192,455 |
|||||||
Total liabilities, reflecting interest in liabilities |
|||||||||||
of Master Trust |
- |
- |
59,775,911 |
59,775,911 |
|||||||
Interest in net assets of Master Trust at fair value |
580,067,677 |
117,054,098 |
74,637,164 |
771,758,939 |
|||||||
Adjustments from fair value to contract value for |
|||||||||||
fully benefit-responsive investment contracts |
1,298,731 |
- |
- |
1,298,731 |
|||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ |
581,366,408 |
$ |
117,054,098 |
$ |
74,637,164 |
$ |
773,057,670 |
|||
|
FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN |
||||||||||||
Nonparticipant-Directed |
||||||||||||
Participant- |
|
|
|
|||||||||
ADDITIONS |
||||||||||||
Participant contributions |
$ |
31,051,784 |
$ |
- |
$ |
- |
$ |
31,051,784 |
||||
Allocation of Leveraged ESOP shares (see Note 3) |
- |
9,115,815 |
- |
9,115,815 |
||||||||
Transfer from non-participant directed investments |
7,301,625 |
- |
- |
7,301,625 |
||||||||
Increase in Leveraged ESOP unallocated account |
||||||||||||
(see Note 3) |
- |
- |
37,994,489 |
37,994,489 |
||||||||
Net investment income: |
||||||||||||
Net investment gain in participation in |
||||||||||||
Master Trust, at fair value |
64,029,603 |
31,241,292 |
- |
95,270,895 |
||||||||
Total additions |
102,383,012 |
40,357,107 |
37,994,489 |
180,734,608 |
||||||||
DEDUCTIONS |
||||||||||||
Benefit payments to Participants and beneficiaries |
60,712,043 |
9,322,083 |
- |
70,034,126 |
||||||||
Transfer to participant directed investments |
- |
7,301,625 |
- |
7,301,625 |
||||||||
Decrease in Leveraged ESOP unallocated account |
||||||||||||
(see Note 3) |
- |
- |
16,322,867 |
16,322,867 |
||||||||
Administrative expenses |
121,907 |
11,382 |
- |
133,289 |
||||||||
Total deductions |
60,833,950 |
16,635,090 |
16,322,867 |
93,791,907 |
||||||||
Transfers from the plan, net |
(2,723,438 |
) |
(896,064 |
) |
- |
(3,619,502 |
) |
|||||
NET INCREASE |
$ |
38,825,624 |
$ |
22,825,953 |
$ |
21,671,622 |
83,323,199 |
|||||
NET ASSETS AVAILABLE FOR BENEFITS |
||||||||||||
AT DECEMBER 31, 2006 |
581,366,408 |
117,054,098 |
74,637,164 |
773,057,670 |
||||||||
NET ASSETS AVAILABLE FOR BENEFITS |
||||||||||||
AT DECEMBER 31, 2007 |
$ |
620,192,032 |
$ |
139,880,051 |
$ |
96,308,786 |
$ |
856,380,869 |
||||
|
FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
For the year ended December 31, 2007
1. Description of the Plan
The following description of the FPL Group Bargaining Unit Employee Retirement Savings Plan (the Plan) provides only general information. Participating employees (Participants) should refer to the Summary Plan Description available in their employee handbook (as updated periodically through Summaries of Material Modifications) or the Plan Prospectus for a more complete description of the Plan.
The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Participation in the Plan is voluntary. Bargaining unit employees of FPL Group, Inc. (the Company or FPL Group) and its subsidiaries, with the exception of employees in the Wisconsin Electric Power Company International Brotherhood of Electrical Workers local 2150 (WEPCO IBEW 2150) at FPL Energy Point Beach, LLC, 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 the Company or certain of its subsidiaries or on the first day of any payroll period thereafter. Employees in the WEPCO IBEW 2150 at FPL Energy Point Beach, LLC, are eligible to participate in the Plan on the first day of employment. In September 2007, the Company acquired Point Beach nuclear facility and as a result participants in the Nuclear Management Company, LLC 401(k) Savings Plan and WEC Employee Retirement Savings Plan were eligible to make a voluntary rollover into the Plan. The Plan includes a cash or deferred compensation arrangement (Pretax Option) permitted by Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code). The Pretax Option permits Participants to elect to defer federal income taxes on all or a portion of their contributions (Pretax Contributions) until they are distributed from the Plan. Under current tax law, the annual limitation on Pretax Contributions for the 2007 plan year was $15,500. The Pretax Contribution limit will not change in 2008. In addition, individuals age 50 or older who contributed the maximum allowable under the Pretax Option in the Plan have the option of contributing up to an additional $5,000 annually in Pretax Contributions.
The Plan also 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 the common stock, par value $.01 per share, of FPL Group (Company Stock). Pursuant to the Leveraged ESOP, the Master Trust for Retirement Savings Plans of FPL Group, Inc. and Affiliates (Master Trust) purchased Company Stock from the Company using the proceeds of a loan (Acquisition Indebtedness) from FPL Group Capital Inc (FPL Group Capital), a subsidiary of FPL Group. The Company Stock acquired by the Master Trust is initially held in a separate account (Leveraged ESOP Account). As the Acquisition Indebtedness (including interest) is repaid, Company Stock is released from the Leveraged ESOP Account and allocated to Plan Participants.
The Plan has a Dividend Payout Program which enables Participants to choose how their dividends on certain shares of Company Stock held in the Plan are to be paid. The options available to Participants include reinvestment of dividends in Company Stock, distribution of dividends in cash, or a partial cash distribution with the balance reinvested in Company Stock. Dividends on Company Stock held in the Leveraged ESOP do not qualify under this program.
Fidelity Management Trust Company (Trustee) administers the Master Trust established to hold the assets and liabilities of the Plan and the FPL Group Employee Retirement Savings Plan (Non-Bargaining Plan).
The Plan is intended to qualify as a participant-directed account plan under Section 404(c) of ERISA. The Employee Benefit Plans Administrative Committee (as appointed by the Employee Benefits Advisory Committee of the Company) is named the fiduciary responsible for the general operation and administration of the Plan (but not management or control of Plan assets), and the Employee Benefit Plans Investment Committee (as appointed by the Employee Benefits Advisory Committee of the Company) is named the investment fiduciary but is not directly responsible for the management and control of the Plan assets. The Employee Benefits Advisory Committee acts on behalf of the Company as the Plan sponsor, as defined by ERISA. Fidelity Investments Institutional Operations Company (Fidelity) provides recordkeeping services with respect to the Plan.
Except for FPL Energy Maine Operating Services, LLC (FPL Energy Maine) bargaining unit employees, the Plan allows for combined pre-tax and after-tax contributions by eligible employees in whole percentages of up to 50% of their eligible earnings, as defined by the Plan. Pre-tax contributions are subject to limitations under the Code. Any participant who has attained age 50 by the end of the Plan year may make catch-up contributions in accordance with Code Section 414(v). FPL Energy Maine bargaining unit employees can elect to contribute up to a combined pretax and after tax maximum of 20% of their eligible earnings. Pretax contributions are subject to limitations under the Code. As of December 31, 2007, Participants could elect to invest in any combination of the 23 different investment options offered under the Plan. Participants may change their investment elections daily, subject to Fidelity's excessive trading policy and the Plan's limitations on investments in Company Stock.
The table below presents the employer contribution formula for the various Participant groups covered by the Plan.
Participant Group |
Benefit |
|
|
FPL Energy Seabrook, LLC Bargaining Unit Employees |
100% on first 3% of employee contribution |
FPL Energy Duane Arnold, LLC Bargaining Unit Employees and FPL Energy Point Beach, LLC Bargaining Unit Employees |
100% on first 3% of employee contribution |
FPL Energy Point Beach, LLC Bargaining Unit Employees formerly represented by WEPCO IBEW 2150 |
50% on first 6% of employee contribution |
Company matching contributions are made in the form of Company Stock through allocation of shares held in suspense in the Leveraged ESOP Account. The Company makes cash contributions for the difference between the dividends on the shares acquired by the Leveraged ESOP Account and the required principal and interest payments on Acquisition Indebtedness. During 2007, the Plan was allocated a Company contribution of approximately $3.0 million (see Note 3). Contributions are subject to certain limitations.
Forfeitures of non-vested Company matching contributions due to termination of employment may be used to restore amounts previously forfeited, to reduce the amount of future Company matching contributions to the Plan or may be applied to administrative expenses. At December 31, 2007 and 2006, the balance of the forfeiture account was $325,927 and $288,832, respectively. Forfeitures applied to administrative fees in 2007 totaled $79,107.
Participants are immediately 100% vested in employee contributions. For bargaining unit employees of FPL Energy Maine, LLC, employer contributions are fully vested upon attaining six months of service. For bargaining unit employees of FPL Energy Seabrook, LLC and FPL Energy Point Beach, LLC (TRN/RPC, PU, PSQ), employer contributions are fully vested immediately after attaining one month of service. For bargaining unit employees of FPL Energy Point Beach, LLC (IBEW 2150) employer contributions are fully vested after attaining one year of service. For bargaining unit employees of FPL Energy Duane Arnold, LLC existing on the date of acquisition of the Duane Arnold Energy Center (January 27, 2006), employer contributions are fully vested. For all bargaining unit employees of FPL Energy Point Beach, LLC existing on the date of acquisition of the Point Beach Nuclear Plant (September 28, 2007), employer contributions are fully vested. All other bargaining unit employees vest at a rate of 20% each year of service and are fully vested upon the Participant attaining five years of service. Under certain circumstances, an employee may also receive vesting credit for prior years of service with the Company or any of its subsidiaries.
Each Participant 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 account (reduced by prior loans), whichever is less. The vested portion of a Participant's account will be pledged as security for the loan. The annual rate of interest on Participant loans takes into account the prime rate at the time of origination of the loan. The interest rate for Participant loans is fixed and ranged from 4% to 9.75% for loans outstanding at December 31, 2007. The maturity dates for loans outstanding at December 31, 2007 ranged from 2008 through 2015.
Benefit Payments and Withdrawals
Withdrawals by Participants from their accounts during their employment are permitted with certain penalties and restrictions. The penalties may limit a Participant's contributions to the Plan for varying periods following a withdrawal. Upon termination from employment, Participants are eligible to receive a distribution of the full value of their vested account balance. Terminated Participants can elect to receive a full payment, partial payments or installments over a period of up to ten years.
Transfers to (from) the Plan generally represent net transfers between the Plan and the Non-Bargaining Plan as well as transfers into the plan resulting from plan mergers. The majority of transfers arise as a result of Participants transferring between bargaining unit and non-bargaining unit positions while employed by FPL Group and its affiliated companies.
The Company pays a portion of the administrative expenses of the Plan. All other expenses are paid directly by the Plan or through forfeitures or through revenue sharing that the Plan receives either directly or indirectly from certain of the Plan's investment options. Any fees paid directly by the Company are not included in the financial statements.
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, Participants will become 100% vested in their accounts.
The financial statements of the Plan are prepared under the accrual basis of accounting in conformity with U.S. generally accepted accounting principles. Investment income and interest income on loans to Participants are recognized when earned. Distributions to Participants are recorded when paid.
Fair Value Measurements -
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. (FAS) 157, "Fair Value Measurements," which defines fair value, clarifies how to measure fair value and requires enhanced fair value measurement disclosures. The standard emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets for identical assets or liabilities. The Plan will be required to adopt FAS 157 for the Plan year beginning on January 1, 2008. The impact adoption of FAS 157 on the Plan's net assets available for benefits and changes in net assets available for benefits is not anticipated to be material.
The Fair Value Option for Financial Assets and Financial Liabilities - In February 2007, the FASB issued FAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities". The standard provides reporting entities with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between reporting entities that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Plan on January 1, 2008. The Plan did not elect the fair value option for any financial assets or financial liabilities as of January 1, 2008.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.
The fair value of the Plan's interest in the Master Trust is based on the beginning of year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and expenses. The underlying investments of the Master Trust are valued at fair value.
Investments in shares of registered investment companies (mutual funds) are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Company Stock and other common stock are valued at their quoted market price. Participation units of common collective trust funds are stated at their quoted redemption value on the last business day of the Plan year as reported by the investment managers.
The FPL Managed Income Fund holds synthetic guaranteed investment contracts (see Note 6 - FPL Managed Income Fund) with banks and insurance companies in order to provide Participants with stable, fixed-rate return of investment and protection of principal from changes in market interest rates. Wrap contracts provide the FPL Managed Income Fund with the ability to use contract value accounting to maintain a constant $1 unit price. Wrap contracts also provide for the payment of participant-directed withdrawals and exchanges at contract value (principal and interest accrued to date) during the term of the wrap contracts. However, withdrawals prompted by certain events (e.g., layoffs, early retirement windows, spin-offs, sale of a division, facility closings, plan terminations, partial plan terminations, changes in law or regulation, etc.) may be paid at market value which may be less than contract value. The FPL Managed Income Fund is valued at estimated fair value based on the fair value of the underlying investments of the contracts, primarily debt securities, and the fair value of the wrapper contracts. Debt securities are valued at their most recent bid prices (sales prices if their principal market is an exchange) in the principal market in which such securities are traded, as determined by recognized dealers in such securities, or are valued on the basis of information provided by a pricing service. Investments in wrapper contracts are fair valued using a discounted cash flow model which considers recent fee bids as determined by recognized dealers, discount rate, and the duration of the underlying portfolio of securities. For 2007 and 2006, the fair value of the wrapper contracts was not material. The contracts are unallocated in nature and are fully benefit-responsive. Therefore, net assets available for benefits reflects the Plan's interest in the contract value of the FPL Managed Income Fund because the Plan's allocable share of the difference between fair value and contract value for this investment is presented as a separate adjustment in the statement of net assets available for benefits. Contract value represents cost plus contributions made under the contracts plus interest at the contract rates less withdrawals and administrative expenses. If the funds in the guaranteed investment contracts are needed for benefit payments prior to contract maturity, they may be withdrawn without penalty.
Participant loans are valued at their outstanding balances at year-end, which approximates fair value.
Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility, which could result in changes in the value of such securities. Due to the level of risk associated with certain types of investment securities, it is at least reasonably possible that changes in the values of the investment securities will occur in the near term and that such changes could materially affect Participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
Purchases and sales of investment securities are recorded on the trade date. Gains or losses on sales of investment securities are determined using the average cost method of the securities. The carrying amounts of securities held in Participant accounts are adjusted daily; securities held in the Leveraged ESOP Account are adjusted daily. Unrealized appreciation or depreciation is recorded to recognize changes in market value.
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on the Plan's net assets available for benefits as of December 31, 2006 as previously reported. (See Note 5.)
The Plan's Leveraged ESOP provisions correspond to the Plan's interest in the Leveraged ESOP Account of the Master Trust. The Leveraged ESOP Account of the Master Trust holds unallocated Company Stock that was purchased by the Master Trust on behalf of the Plan and the Non-Bargaining Plan and the associated Acquisition Indebtedness. The Leveraged ESOP Account is allocated to each of the plans participating in the Master Trust for financial reporting purposes proportionately based on each plan's relative end-of-year net assets excluding the net assets of the Leveraged ESOP Account. The Plan's allocation of Company Stock held in the Leveraged ESOP Account, accrued interest receivable, Acquisition Indebtedness and interest payable have been reflected in the statements of net assets available for benefits, but the entire balance of the Leveraged ESOP Account reflects amounts which are not yet allocated to Participant accounts. Company Stock will be released from the Leveraged ESOP Account and allocated to accounts of Participants at the fair value of the shares on the date of the allocation in satisfaction of part or all of the Company's matching contribution requirement under the Plans as the Acquisition Indebtedness is repaid. The Acquisition Indebtedness will be repaid from dividends on the shares held 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 reallocation of the Leveraged ESOP Account. The value of the shares allocated to accounts of Participants under the Plan is not affected by these allocations.
Condensed financial information for the Leveraged ESOP Account is presented below, indicating the approximate allocations made to each plan. The net asset information below has been allocated to the Plan but not to the Plan Participants. The effect of 2007 Leveraged ESOP activity on net assets has been allocated to the Plan but not to the Plan Participants and is included in the financial statements of each plan.
December 31, 2007 |
|||||||||
Total |
Non- |
|
|||||||
Allocation percentage |
100% |
71.86% |
28.14% |
||||||
Accrued interest receivable |
$ |
1,757 |
$ |
1,263 |
$ |
494 |
|||
Company Stock |
533,331,403 |
383,238,613 |
150,092,790 |
||||||
Total assets |
533,333,160 |
383,239,876 |
150,093,284 |
||||||
Interest payable |
615,314 |
442,149 |
173,165 |
||||||
Acquisition Indebtedness |
190,499,540 |
136,888,207 |
53,611,333 |
||||||
Total liabilities |
191,114,854 |
137,330,356 |
53,784,498 |
||||||
Net assets at December 31, 2007 |
$ |
342,218,306 |
$ |
245,909,520 |
$ |
96,308,786 |
|||
December 31, 2006 |
|||||||||
Total |
Non- |
|
|||||||
Allocation percentage |
100% |
71.42% |
28.58% |
||||||
Accrued interest receivable |
$ |
3,617 |
$ |
2,583 |
$ |
1,034 |
|||
Company Stock |
470,337,258 |
335,925,217 |
134,412,041 |
||||||
Total assets |
470,340,875 |
335,927,800 |
134,413,075 |
||||||
Interest payable |
673,441 |
480,986 |
192,455 |
||||||
Acquisition Indebtedness |
208,495,600 |
148,912,144 |
59,583,456 |
||||||
Total liabilities |
209,169,041 |
149,393,130 |
59,775,911 |
||||||
Net assets at December 31, 2006 |
$ |
261,171,834 |
$ |
186,534,670 |
$ |
74,637,164 |
|||
Year Ended December 31, 2007 |
||||||||||
Total |
Non-Bargaining Plan |
|
||||||||
Contributions received from employer |
$ |
10,755,081 |
$ |
7,728,332 |
$ |
3,026,749 |
||||
Interest income |
11,488 |
8,255 |
3,233 |
|||||||
Dividends |
13,531,354 |
9,723,293 |
3,808,061 |
|||||||
Net appreciation in fair value of Company Stock |
110,709,590 |
79,553,144 |
31,156,446 |
|||||||
Total |
135,007,513 |
97,013,024 |
37,994,489 |
|||||||
Interest expense |
19,079,806 |
13,710,272 |
5,369,534 |
|||||||
Net income |
115,927,707 |
83,302,752 |
32,624,955 |
|||||||
Allocation of shares to plans |
(34,881,235 |
) |
(25,765,420 |
) |
(9,115,815 |
) |
||||
Reallocation of Leveraged ESOP |
- |
1,837,518 |
(1,837,518 |
) |
||||||
Effect of current year Leveraged ESOP |
||||||||||
activity on net assets |
81,046,472 |
59,374,850 |
21,671,622 |
|||||||
Net assets at December 31, 2006 |
261,171,834 |
186,534,670 |
74,637,164 |
|||||||
Net assets at December 31, 2007 |
$ |
342,218,306 |
$ |
245,909,520 |
$ |
96,308,786 |
||||
Acquisition Indebtedness
In December 1990, the Master Trust, which holds plan assets for the Plan and the Non-Bargaining Plan, borrowed $360 million from FPL Group Capital to purchase approximately 24.8 million shares of Company Stock. The Acquisition Indebtedness is currently scheduled to mature in 2017, bears interest at a fixed rate of 9.69% per annum and is to be repaid using dividends received on both Company Stock held by the Leveraged ESOP Account and ESOP shares allocated to accounts of participants under the plans, together with cash contributions from FPL Group. For those dividends on shares allocated to participant accounts used to repay the loan, additional shares equal in value to those dividends will be allocated to accounts of participants under the plans. In 2007, dividends received from both shares held by the Leveraged ESOP Account and shares allocated to accounts of participants under the plans totaled $13,531,354 and $12,834,209, respectively. Cash contributed in 2007 by FPL Group for the debt service shortfall totaled $10,755,081
Scheduled Principal Repayment by the Master Trust of Acquisition Indebtedness prior to any adjustments for prepayments:
Year |
Repayment Amount |
||||
2008 |
$ |
11,130,500 |
|||
2009 |
$ |
12,725,500 |
|||
2010 |
$ |
14,451,000 |
|||
2011 |
$ |
16,333,000 |
|||
2012 |
$ |
18,719,000 |
|||
2013-2017 |
$ |
117,140,540 |
Parties-in-interest are defined under Department of Labor (DOL) regulations as any fiduciary of the plan, any party rendering service to the plan, the employer, and certain others.
Dividend income earned by the Plan includes dividends on Company Stock. Dividends on shares held in the Leveraged ESOP Account and the FPL Group Stock LESOP Fund (see Note 6 - FPL Group Stock LESOP Fund) were used to repay the Acquisition Indebtedness. Certain dividends on shares held in Participants' accounts are reinvested in Company Stock for the benefit of its Participants pursuant to FPL Group's Dividend Reinvestment and Common Share Purchase Plan in which the Trustee participates.
At December 31, 2007 and 2006, the number of shares of Company Stock held in Participant accounts totaled 4,365,585 and 4,703,195, respectively, with a market value of $295,899,321 and $255,947,857 respectively. During 2007, dividends on shares of Company Stock held in Participants' accounts totaled $7,179,812. During 2007, the Plan's proportionate share of dividends on shares of Company Stock held in the Leveraged ESOP Account totaled $3,808,061.
Certain Plan investments are managed by an affiliate of the Trustee and, therefore, these transactions qualify as party-in-interest transactions.
The Plan's relative share of ownership of the total net assets of the Master Trust was approximately 26% at December 31, 2007. The Plan's relative share of ownership varies in each of the underlying investments of the Master Trust, excluding the Leveraged ESOP Account (see Note 3), based on participant's investment elections. Income from the Master Trust is allocated to the individual plans based on the each plan's interest in the underlying investments of the Master Trust.
The following table presents net assets available for benefits held in the Master Trust as of December 31, 2007, including fair value of investments held in the Master Trust, and the contract value adjustment, as applicable, pertaining to the synthetic guaranteed investment contracts held in the Master Trust.
December 31, |
|||
Investments at fair value |
|||
Registered investment companies |
$ |
1,079,394,426 |
|
Common collective trusts |
215,178,109 |
||
Common stock |
1,607,139,729 |
||
U.S. Treasury notes |
69,947,904 |
||
Government agency notes |
52,362,871 |
||
Asset backed securities |
35,908,762 |
||
Mortgage backed securities |
96,194,808 |
||
Corporate bonds |
35,110,916 |
||
Participant loans |
46,748,825 |
||
Total investments at fair value |
3,237,986,350 |
||
Accrued interest receivable |
1,666,962 |
||
Total assets |
3,239,653,312 |
||
Liabilities |
|||
Leveraged ESOP note payable |
190,499,540 |
||
Interest payable - Leveraged ESOP |
615,314 |
||
Other payables |
3,766,676 |
||
Total liabilities |
194,881,530 |
||
Net assets reflecting all investments at fair value |
3,044,771,782 |
||
Adjustment from fair value to contract value for fully benefit responsive contracts |
(1,757,568 |
) |
|
Net assets available for benefits |
$ |
3,043,014,214 |
|
Investment income for the Master Trust is as follows:
Year Ended |
|||
Investment income |
|||
Net appreciation (depreciation) in fair value of investments: |
|||
Registered investment companies |
$ |
(799,032 |
) |
Common collective trusts |
10,897,202 |
||
Common stocks |
312,872,052 |
||
Total net appreciation |
322,970,222 |
||
Interest and dividends |
128,646,010 |
||
Total investment income |
$ |
451,616,232 |
|
The Plan's portion of interest in the total participant-directed assets of the Master Trust as of December 31, 2007 is as follows:
Assets: |
|||
Mutual Funds: |
|||
Brandywine Funds, Inc. |
$ |
46,391,376 |
|
Fidelity Diversified International Fund |
64,489,529 |
||
Fidelity Low-priced Stock Fund |
12,983,605 |
||
Fidelity Real Estate Investment Portfolio |
11,933,566 |
||
Fidelity Retirement Government Money Market Portfolio |
21,432,446 |
||
Legg Mason Value Trust FI Class |
20,713,253 |
||
PIMCO Total Return Fund Administrative Class |
10,992,622 |
||
Royce Premier Fund Investor Class |
27,336,163 |
||
T. Rowe Price Equity Income Fund |
21,979,626 |
||
Vanguard Target Retirement 2005 Fund |
4,269,573 |
||
Vanguard Target Retirement 2015 Fund |
10,912,979 |
||
Vanguard Target Retirement 2025 Fund |
5,667,463 |
||
Vanguard Target Retirement 2035 Fund |
28,502,532 |
||
Vanguard Target Retirement 2045 Fund |
3,890,838 |
||
Vanguard Target Retirement Income Fund |
4,459,890 |
||
Total mutual funds |
295,955,461 |
||
Common Collective Trusts: |
|||
BGI Equity Index Fund V |
28,675,477 |
||
BGI MSCI ACWI ex-US Index Fund V |
9,078,556 |
||
BGI Russell 2000 Value Index Fund V |
6,210,138 |
||
BGI US Debt Index Fund V |
5,318,652 |
||
BGI US Equity Market Fund V |
2,315,085 |
||
Total common collective trusts |
51,597,908 |
||
FPL Group Stock Fund |
159,716,590 |
||
FPL Managed Income Fund |
75,002,300 |
||
Large Growth Fund |
20,579,973 |
||
Participant loans |
17,776,380 |
||
Total assets, at fair value |
$ |
620,628,612 |
|
The Plan's financial statements as of December 31, 2006, as previously reported, presented the net assets of the FPL Managed Income Fund, the FPL Group Stock Fund, the FPL Group Stock LESOP Fund, and the Leveraged ESOP Account Unallocated as part of the Master Trust. Note 6 and Note 3 disclose the underlying assets and liabilities of these Master Trust investment funds as of December 31, 2006. As previously reported, the Plan's financial statements as of December 31, 2006 presented the assets (registered investment companies, common collective trust funds, and the Pooled Funds of the Master Trust) attributed to the Plan's participants. As a result of investment reclassifications made in 2007, total investments of the Master Trust as of December 31, 2006, including those registered investment companies and common collective trust funds, would total $2,705,099,182.
Additionally, the Plan's financial statements as of December 31, 2006, as previously reported, presented the following investments, attributed to the Plan's participants, representing greater than 5% of the Plan's net assets available for benefits.
Investments that represented five percent or more of the Plan's net assets available for benefits as of December 31, 2006 are as follows:
Fidelity Diversified International Fund |
$ |
53,255,326 |
|||||
FPL Managed Income Fund |
74,922,475 |
||||||
FPL Group Stock Fund (1) |
140,715,595 |
||||||
FPL Group Stock LESOP Fund (2) |
117,054,098 |
||||||
_____________________ |
|||||||
(1) |
Includes short-term investments of $841,762 to provide liquidity. |
||||||
(2) |
Represents Company matching contributions in Company Stock which are non participant-directed investments of the Plan. Includes short-term investments of $1,040,446 to provide liquidity. |
Within the Master Trust are certain pooled funds in which the Plan and the Non-Bargaining Plan participate. These pooled funds include the Leveraged ESOP described in Note 3, as well as the FPL Managed Income Fund, the FPL Group Stock Fund, the FPL US Large Cap Growth Fund, and the FPL Group Stock LESOP Fund described below. The two participating plans hold undivided interests in the assets and liabilities of these pooled funds. The income and expenses of each pooled fund, other than the Leveraged ESOP, are allocated between the two participating plans in proportion to their participation percentages in each of the funds.
December 31, |
|||||
2007 |
2006 |
||||
U.S. Treasury notes |
$ |
69,947,904 |
$ |
64,374,964 |
|
Government agency notes |
52,362,871 |
51,547,065 |
|||
Asset backed securities |
35,908,762 |
35,685,839 |
|||
Mortgage backed securities |
96,194,808 |
117,664,261 |
|||
Corporate bonds |
35,110,916 |
29,219,460 |
|||
Wrapper contracts |
- |
- |
|||
Other receivables |
359,221 |
448,459 |
|||
Registered investment company |
12,829,122 |
3,737,576 |
|||
Total assets |
302,713,604 |
302,677,624 |
|||
Other payables |
3,185,666 |
1,071,604 |
|||
Net assets at fair value |
299,527,938 |
301,606,020 |
|||
Adjustment from fair value to contract |
|||||
value to fully benefit-responsive |
|||||
investment contracts |
(1,757,568 |
) |
5,228,384 |
||
Net assets at contract value |
$ |
297,770,370 |
$ |
306,834,404 |
|
December 31, |
|||||
2007 |
2006 |
||||
Assets |
|||||
Investments, at fair value: |
|||||
Company Stock |
$ |
462,617,398 |
$ |
410,008,665 |
|
Registered investment company |
4,092,927 |
2,466,340 |
|||
Cash |
2,605,870 |
- |
|||
Total investments |
469,316,195 |
412,475,005 |
|||
Receivables: |
|||||
Income |
14,345 |
22,755 |
|||
Other |
106,060 |
- |
|||
Total receivables |
120,405 |
22,755 |
|||
Total assets |
469,436,600 |
412,497,760 |
|||
Other liabilities |
38,051 |
131,003 |
|||
Net assets |
$ |
469,398,549 |
$ |
412,366,757 |
|
The net investment gain in the FPL Group Stock Fund for the year ended December 31, 2007, was comprised of interest and dividend income in the amount of $10,710,999 and net realized and unrealized appreciation in the fair value of Company Stock in the amount of $97,413,014
December 31, |
||
Assets |
||
Investments, at fair value: |
||
Company Stock |
$ |
83,572,294 |
Registered investment company |
3,043,195 |
|
Total investments |
86,615,489 |
|
Receivables: |
||
Income |
68,166 |
|
Other |
195,602 |
|
Total receivables |
263,768 |
|
Total assets |
86,879,257 |
|
Other liabilities |
430,946 |
|
Net assets |
$ |
86,448,311 |
The net investment loss in the FPL US Large Cap Growth Fund for the year ended December 31, 2007, was comprised of interest and dividend income in the amount of $78,092 and net realized and unrealized loss in the fair value of common stock in the amount of $841,518.
The value of the Plan's interest in the FPL Group Stock LESOP Fund included in the statements of net assets available for benefits represents approximately 26.2% of the net assets of that fund at December 31, 2007 and approximately 26.5% at December 31, 2006. The FPL Group Stock LESOP Fund's net assets consisted of the following:
December 31, |
|||||
2007 |
2006 |
||||
Assets |
|||||
Investments, at fair value: |
|||||
Company Stock at fair value based on |
|||||
quoted market price |
$ |
527,618,634 |
$ |
437,262,033 |
|
Registered investment company |
4,297,400 |
3,920,295 |
|||
Total investments |
531,916,034 |
441,182,328 |
|||
Receivables: |
|||||
Income |
19,024 |
15,514 |
|||
Other |
1,090,569 |
- |
|||
Total receivables |
1,109,593 |
15,514 |
|||
Total assets |
533,025,627 |
441,197,842 |
|||
Other liabilities |
111,391 |
102,917 |
|||
Net assets |
$ |
532,914,236 |
$ |
441,094,925 |
|
The FPL Group Stock LESOP Fund's changes in net assets consisted of the following at December 31, 2007:
Additions |
|||
Allocation of Leveraged ESOP shares |
$ |
34,881,235 |
|
Earnings on investments: |
|||
Interest |
226,962 |
||
Dividends |
12,834,268 |
||
Net appreciation in fair value of Company Stock |
141,793,261 |
||
Total earnings on investments |
154,854,491 |
||
Total additions |
189,735,726 |
||
Deductions |
|||
Benefits paid to participants or beneficiaries |
29,238,967 |
||
Account maintenance fees |
48,690 |
||
Total deductions |
29,287,657 |
||
Net increase |
160,448,069 |
||
Transfers |
|||
Transfers into the fund |
14,910,922 |
||
Transfers out of the fund |
(83,539,680 |
) |
|
Net Transfers |
(68,628,758 |
) |
|
Net assets at December 31, 2006 |
441,094,925 |
||
Net assets at December 31, 2007 |
$ |
532,914,236 |
|
In August 2001, FPL received from the Internal Revenue Service (IRS) a favorable determination that the Plan, as amended and restated effective December 1, 2000, met the requirements of Section 401 of the Code. The Plan has been amended and restated since receiving the determination letter and a new determination letter request will be filed prior to the expiration of the Plan's Remedial Amendment Period on January 31, 2010 under the IRS's new determination letter program. The Company and the Plan administrator believe that the Plan is currently designed and operated in material compliance with the applicable requirements of the Internal Revenue Code and that the Plan and related Master Trust continue to be tax-exempt. The Master 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 Master 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 meets the requirements of Section 401(k) of the Code allowing Pretax Contributions to be exempt from federal income tax at the time such contributions are made, provided that in operation the Plan and Master 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 on Company Stock distributed directly to Participants. Participants are given the option to receive dividend distributions in cash in compliance with 2002 tax law changes; all dividends earned by Participants are deductible by FPL Group.
December 31, |
||||||
2007 |
2006 |
|||||
Net assets available for benefits per the financial statements |
$ |
856,380,869 |
$ |
773,057,670 |
||
Adjustment from fair value to contract value for fully |
||||||
benefit-responsive investment contracts |
436,580 |
(1,298,731 |
) |
|||
Net assets available for benefits per Form 5500 |
$ |
856,817,449 |
$ |
771,758,939 |
||
December 31, |
||
Net increase prior to transfer per the financial statements |
$ |
86,942,701 |
Plus: Current year change in adjustment to fair value for |
||
investments in a fully benefit-responsive contract |
436,580 |
|
Plus: Prior year change in adjustment to fair value for |
||
investments in a fully benefit-responsive contract |
1,298,731 |
|
Net income per the Form 5500 |
$ |
88,678,012 |
In accordance with the FASB Staff Position AAG INV-1 and Statement of Position 94-4-1, "Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution, Health and Welfare, and Pension Plans", the Plan presented the investments for fully benefit-responsive investment contracts at fair value on the statement of net assets available for benefits with a reconciling item adjusting back to contract value, which is not required on Form 5500.
FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN
EIN: 59-2449419, Plan #003
Schedule H, Line 4I - Schedule of Assets (Held at end of year)
December 31, 2007
Participant-Directed Investments: |
|||||||||||
|
|
(c) |
|
||||||||
* |
Participant loans |
4% |
- |
9.75% |
$ |
17,776,380 |
|||||
Maturing through 2015 |
|||||||||||
*Party-in-interest |
|
|||||
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefit Plans Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. |
|||||
Date: June 26, 2008 |
FPL Group Bargaining Unit Employee Retirement Savings Plan |
||||
(Name of Plan) |
|||||
By: |
ROBERT H. ESCOTO |
||||
Robert H. Escoto |
EXHIBIT INDEX |
|||
Number |
|
||
23(a) |
Consent of Crowe Chizek and Company LLC |
||
23(b) |
Consent of Deloitte & Touche LLP |