Slide 1: Filed by FPL Group, Inc.
Filed by FPL Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed as filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: FPL Group, Inc. Commission File Number: 1-8841
Slide 2: Creating the Premier Competitive Energy Company
Creating the Premier Competitive Energy Company Employee Meetings December 19, 2005
Slide 3: Safe Harbor Language
Safe Harbor Language This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, for example, statements regarding benefits of the proposed merger, the likelihood and timing of closing o
Slide 4: Non-Solicitation
Non-Solicitation This communication is not a solicitation of a proxy from any security holder of FPL Group, Inc. (“FPL Group”) or Constellation Energy Group, Inc. (“Constellation Energy”). Constellation Energy intends to file with the Securities and Exchange Commission (the “SEC”) a registration sta
Slide 5: Agenda
Agenda What the Combined Company Will Look Like A Strong Cultural Fit What the Merger Means for Employees Next Steps Questions and Answers The FPL Group – Constellation Energy Merger Announcement
Slide 6: Why FPL Group and Constellation are Merging
Why FPL Group and Constellation are Merging Build the Leading Platform in the Competitive Energy Sector Create a world-class competitive electricity business Build a Bigger, Stronger, More Diversified Regulated Utility Business Build a Combined Enterprise Well-positioned for Long-term Strength, Grow
Slide 7: Creating A New FORTUNE 100 Company And An Industry Leader
#2 Regulated Electric Customers (5.5 million) #1 Wholesale Competitive Supplier (22,040 MWs) #1 Retail Competitive Supplier (16,550 MWs) #1 U.S. Generation (45,194 MWs) #1 Wind Generation (3,211 MWs) #3 Nuclear Generation (8,228 MWs) (1) Creating A New FORTUNE 100 Company And An Industry Leader (1)
Slide 8: The New Entity: A Unique And Compelling Combination
Wholesale Retail Florida Power & Light Baltimore Gas and Electric The New Entity: A Unique And Compelling Combination The premier competitive energy provider offering attractive growth and a balanced, moderate risk posture… Generation + + Corporate Strengths & Skills + …a solid base of stable, growi
Slide 9: A Strong Cultural Fit
A Strong Cultural Fit Shared Vision on Serving the Customer FPL: “We will be the preferred provider of safe, reliable, and cost-effective products and services that satisfy the electricity related needs of all customer segments.” BGE: “Our vision is to be the first-choice provider for customers seek
Slide 10: Two management teams with proven records of delivering shareholder value
Two management teams with proven records of delivering shareholder value Shareholder Value Focus (Stock Price Appreciation) CEG +112% FPL +52% S&P 500 +10% S&P Elec +36% (50%) (25%) 0% 25% 50% 75% 100% 125% 150% 2/ 28/ 4/ 30/ 6/ 30/ 8/ 30/ 10/ 30/ 12/ 30/ 3/ 1/ 5/ 1/ 7/ 1/ 8/ 31/ 10/ 31/ 12/ 31/ 3/
Slide 11: Key Transaction Terms
Key Transaction Terms Structure: Modified merger of equals 1 share of FPL Group converted to 1 share of Constellation Energy after the merger 1 share of Constellation Energy converted to 1.444 shares of Constellation Energy after the merger Consideration: 100% stock Premium: Approximately 15% to Con
Slide 12: The New Senior Leadership Team
Mr. Lew Hay CEO Mr. Mayo Shattuck Chairman The New Senior Leadership Team Currently FPL Group Chairman and CEO Currently Constellation Energy Chairman and CEO
Slide 13: Organizational Structure
Board of Directors Chief Executive Officer Florida Power & Light Baltimore Gas and Electric Organizational Structure Mayo Shattuck – Chairman Lew Hay – Director Non-executive (13) – Directors Lew Hay Competitive Energy (Market-Facing Retail & Wholesale) Mayo Shattuck Regulated Utilities & Generation
Slide 14: Combination Of Top-Performing Utilities
1.2 4.3 0.6 - $249 (Ranks #8 of 91) $176 (Ranks #1 of 91) 102 Top quartile 3.0% FPL 103 Top quartile 1.0% - 1.5% BGE Combination Of Top-Performing Utilities Electric Customers (millions) Gas Customers (millions) Low-cost operations (O&M $ per customer) Focus on Customer Satisfaction ( J.D. Power 200
Slide 15: Benefits To FPL and BGE Utility Customers
Florida - Benefits to Customers Maryland – Benefits to Customers Benefits To FPL and BGE Utility Customers Balance sheet strength Modest direct cost savings through leveraging utility expertise across a larger platform Opportunities to improve reliability through best practices sharing Mutual suppor
Slide 16: Complementary Competitive Business Strengths
Highest Load Serving Market Share Generation Assets in NEPOOL / ERCOT Strong Wind Position Leading Risk Management Expertise Complementary Competitive Business Strengths Constellation FPL Group Both Focus on Cost and Operational Efficiency Strong Nuclear Capability
Slide 17: Generation Margin Expansion Before Synergies
Constellation – Mid-Atlantic Fleet FPL Energy – Merchant Generation Generation Margin Expansion Before Synergies (1) A revenue sharing agreement with previous owners begins upon PPA expiration (2) Expected to close in the first quarter of 2006 (3) Excludes planned uprate of 17% in 2006 1.2 1.0 0.8 0
Slide 18: Complementary Generation and Customer Businesses
FPL Energy Constellation Energy Combined Complementary Generation and Customer Businesses ERCOT NEPOOL PJM Peak Load Served (1) Generation (2) Generation (2) Generation (2) 1,500 3,679 2,793 1,159 6,300 9,800 13,200 - 6,413 7,800 10,700 13,800 4,479 2,793 7,572 (MW) (MW) (MW) (MW) (MW) (MW) Constell
Slide 19: Summary
Summary Compelling opportunity to create leading competitive energy provider Well-matched, complementary contributions from two strong companies Multiple channels of growth, balanced by strong base of moderate risk cash flow and earnings Multiple sources of synergy Combined entity well positioned fo
Slide 20: What the Merger Means for Employees
What the Merger Means for Employees Enhanced opportunity Larger, more diversified company Greater financial strength Key objectives Contribute to new company’s success Build a new enterprise Impact on jobs Reductions to be achieved by normal attrition wherever possible Enterprise-wide growth potenti
Slide 21: Next Steps
Next Steps Expected timetable to complete merger: 9 to 12 months We must stay focused, continue to do our jobs and serve our customers FPL Group and Constellation Energy remain separate, stand-alone companies until merger closes We must continue to execute on 2005 / 2006 business plans Management wi
Slide 22: GROUP
Le GROUP Dal C*) Energy