UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 11-K




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


For the fiscal year ended December 31, 2007


OR


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




Commission File Number 1-8841


FPL Group Bargaining Unit Employee Retirement Savings Plan

(Full title of the plan)


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




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

 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and the Employee Benefit Plans Administrative Committee
of the FPL Group Bargaining Unit Employee Retirement Savings Plan
Juno Beach, Florida:

We have audited the accompanying statement of net assets available for benefits of the FPL Group Bargaining Unit Employee Retirement Savings Plan (the "Plan") as of December 31, 2006. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement 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 statement is free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, 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, such financial statement presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.




DELOITTE & TOUCHE LLP
Certified Public Accountants

Miami, Florida
June 25, 2007

 

 

FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

December 31, 2007

     

Nonparticipant-Directed

     

 

Participant-
Directed

 


Allocated

 


Unallocated

   


Total

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-
Directed

 


Allocated

 


Unallocated

   


Total

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











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

 

FPL GROUP BARGAINING UNIT EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007

 
     

Nonparticipant-Directed

       

 

Participant-
Directed

 


Allocated

 


Unallocated

   


Total

 

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

 































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

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.


General


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.


Trustee


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).


Administration of the 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.


Employee Contributions


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.


Employer Contributions


The table below presents the employer contribution formula for the various Participant groups covered by the Plan.

Participant Group

Benefit


FPL Group and subsidiaries Bargaining Unit Employees, not listed below


100% on first 3% of employee contribution
50% on the next 3% of employee contribution
25% on the next 1% of employee contribution

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
50% on the next 2% 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


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.


Vesting


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.


Participant Loans


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.


Administrative Expenses


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.


Plan Termination


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.


2.  Summary of Significant Accounting Policies


Basis of Accounting


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.


New Accounting Pronouncements


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.


Use of Estimates


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.


Investment Valuation and Income Recognition


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.


Reclassifications


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.)


3.  Leveraged Employee Stock Ownership Plan (Nonparticipant-Directed Unallocated)


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
Leveraged ESOP
Account

 

Non-
Bargaining
Plan

 



Plan

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
Leveraged ESOP
Account

 

Non-
Bargaining
Plan

 



Plan

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
Leveraged ESOP
Account

Non-Bargaining Plan



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
.


The unallocated shares of Company Stock acquired with the proceeds of the Acquisition Indebtedness are collateral for the Acquisition Indebtedness.  As debt payments are made, a percentage of Company Stock is released from collateral and becomes available to satisfy Company matching contributions, as well as to replace dividends on ESOP shares allocated to participant accounts under the plans used to repay the Acquisition Indebtedness.  The Company typically makes optional prepayments of the Acquisition Indebtedness when the number of shares required to provide Company matching contributions and to restore dividends on allocated Leveraged ESOP shares used to repay the Acquisition Indebtedness exceeds the shares released from collateral resulting from scheduled debt payments.  In 2007, the lender and the Company executed an agreement which permitted the release of Leveraged ESOP shares prior to the receipt of certain optional debt prepayments, provided that the aggregate amount due was paid in January 2008.  Such aggregate amount totaled $388,770 and was paid in February 2008.  During 2007, 774,160 shares of Company Stock were released from collateral for the Acquisition Indebtedness.


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

 


4.  Parties-In-Interest Transactions


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.


5.  Investments/Interest in Master Trust


All of the Plan's assets and liabilities are commingled with the assets of the Non-Bargaining Plan in the Master Trust.


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,
2007

 

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
December 31, 2007

 

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.


6.  Pooled Funds of the Master Trust


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.


FPL Managed Income Fund


The value of the Plan's interest in the FPL Managed Income Fund included in the statements of net assets available for benefits represents approximately 25.1% of the net assets of that fund at December 31, 2007 and approximately 24.8% at December 31, 2006.  The wrapper contracts held in the FPL Managed Income Fund are allocated to the Plan and the Non-Bargaining Plan based on each plan's proportionate share of participation in the FPL Managed Income Fund.  The FPL Managed Income Fund's net assets available for benefits consisted of the following:

   

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


The net investment gain in the FPL Managed Income Fund for the year ended December 31, 2007, was comprised of interest income in the amount of $12,659,577.


The FPL Managed Income Fund has entered into wrapper contracts with various insurance companies and financial institutions.  The contracts are fully benefit-responsive and are included in the financial statements at fair value.  There are no reserves against contract values (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses) for credit risk of the contract issuer or otherwise.  Withdrawals prompted by an employer-initiated event, such as withdrawals resulting from the sale of a division of the Company, a corporate layoff or the addition of Plan investment options, for example, may be paid at the contract's market value, which may be less than book value. Currently, management believes that the occurrence of an event that would cause the Plan to transact at less than contract value is not probable.  A wrap issuer may terminate a wrapper contract at any time; however, if the market value is less than the contract value, the wrap issuer can either hold the contract until the market value and contract value are equal or make up the difference between the two.  At December 31, 2007, the Plan's portion of the contract value and fair value of investment contracts were $71,351,108 and $71,787,688, respectively.  At December 31, 2006, the Plan's portion of the contract value and fair value of investment contracts were $75,289,252 and $73,990,521, respectively.  The average yield for the portfolio of investment contracts based on annualized earnings was 4.80% and 5.02% for 2007 and 2006, respectively.  The average yield based on interest rate credited to participants at December 31, 2007 and 2006 was 4.34% and 4.14%, respectively.  The crediting interest rate is based on an agreed-upon formula with the issuers, but cannot be less than zero.


FPL Group Stock Fund


The value of the Plan's interest in the FPL Group Stock Fund included in the statements of net assets available for benefits represents approximately 34.0% of the net assets of that fund at December 31, 2007 and approximately 34.1% at December 31, 2006.  The FPL Group Stock Fund's net assets consisted of the following:

   

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


FPL US Large Cap Growth Fund


In 2007, the Plan added the FPL US Large Cap Growth Fund which is a separate account managed by T. Rowe Price.  The value of the Plan's interest in the FPL US Large Cap Growth Fund included in the statement of net assets available for benefits represents approximately 23.8% of the net assets of that fund at December 31, 2007.  The FPL US Large Cap Growth Fund's net assets consisted of the following:

   

December 31,
2007

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.


FPL Group Stock LESOP Fund (Nonparticipant-Directed)


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

 


7.  Income Taxes


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.


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


8.  Reconciliation of Financial Statements to Form 5500


The following is a reconciliation of net assets available for benefits included in the financial statements to Form 5500:

   

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

 


The following is a reconciliation of net change in net assets available for benefits per the financial statements to the Form 5500:

 

December 31,
2007

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:

     





(a)




(b)
Identity of issue, borrower, lessor or
similar party

 

(c)
Units/Shares
Description of investment
including maturity date,
rate of interest, collateral,
par or maturity value

 





(e)
Current Value

 

*

Participant loans

   

4%

-

9.75%

 

$

17,776,380

 
       

Maturing through 2015

       

*Party-in-interest

             

 

 



SIGNATURE

 
 

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
Chairman of the Employee Benefit Plans Administrative Committee



















EXHIBIT INDEX

 


Exhibit
Number

 



Description

       
 

23(a)

 

Consent of Crowe Chizek and Company LLC

 

23(b)

 

Consent of Deloitte & Touche LLP