Filed by WCB Holding Corp.
Pursuant to Rule 425
Under the Securities Act of 1933
Commission File No.:
Subject Company: WCB Holding Corp.
The following communications contain certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and are
naturally subject to uncertainty and changes in circumstances. Actual results
may vary materially from the expectations contained herein. The forward-looking
statements herein include statements about future financial and operating
results and the proposed transaction between ENTERGY CORPORATION and FPL GROUP,
INC. The following factors, among others, could cause actual results to differ
materially from those described herein: inability to obtain, or meet conditions
imposed for, governmental approvals for the merger; failure of the shareholders
of FPL GROUP, INC. or the stockholders of ENTERGY CORPORATION to approve; the
risk that the FPL GROUP, INC. and ENTERGY CORPORATION businesses will not be
integrated successfully; and other economic, business, competitive and/or
regulatory factors affecting FPL GROUP, INC.'s business generally. More detailed
information about those factors is set forth in FPL GROUP, INC.'s filings with
the Securities and Exchange Commission, including its Current Report on Form 8-K
dated July 30, 2000. WCB HOLDING CORP. is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
* * * * * * * * * * * * * *
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information because it contains important information. The
joint proxy statement/prospectus was filed with the Securities and Exchange
Commission by WCB HOLDING CORP. on August 25, 2000. Investors and security
holders may review the joint proxy statement/prospectus and other documents
filed by FPL GROUP, INC. and ENTERGY CORPORATION with the Securities and
Exchange Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from
<PAGE>
2
FPL GROUP, INC. by directing a request to 700 Universe
Boulevard, Juno Beach, Florida, 33408.
<PAGE>
FPL Group [Logo Entergy]
Merrill Lynch
Power & Gas Leaders Conference
September 13, 2000
James L. Broadhead J. Wayne Leonard
Chairman and Chief Executive Officer
Chief Executive Officer
[GRAPHICS OMITTED]
<PAGE>
2
FPL Group [Logo Entergy]
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
This presentation contains forward looking statements within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of FPL Group, Inc. and Entergy Corporation are based
on current expectations that are subject to risk and uncertainties. A number of
factors could cause actual results or outcomes to differ materially from those
indicated by such forward looking statements. These factors include, but are not
limited to, risks and uncertainties relating to: changes in laws or regulations,
changing governmental policies and regulatory actions with respect to allowed
rates of return including but not limited to return on equity and equity ratio
limits, industry and rate structure, operation of nuclear power facilities,
acquisition, disposal, depreciation and amortization of assets and facilities,
operation and construction of plant facilities, recovery of fuel and purchased
power costs, decommissioning costs, present or prospective wholesale and retail
competition (included but not limited to retail wheeling and transmission
costs), political and economic risks, changes in and compliance with
environmental and safety laws and policies, weather conditions (including
natural disasters such as hurricanes), population growth rates and demographic
patterns, competition for retail and wholesale customers, availability, pricing
and transportation of fuel and other energy commodities, market demand for
energy from plants or facilities, changes in tax rates or policies or in rates
of inflation or in accounting standards, unanticipated delays or changes in
costs for capital projects, unanticipated changes in operating expenses and
capital expenditures, capital market conditions, competition for new energy
development opportunities and legal and administrative proceedings (whether
civil, such as environmental, or criminal) and settlements and other factors.
Readers are referred to FPL Group, Inc.s and Entergy Corporations most recent
reports filed with the Securities and Exchange Commission.
[GRAPHICS OMITTED]
<PAGE>
3
FPL Group [Logo Entergy]
A Powerful Combination
James L. Broadhead
Chairman and Chief Executive Officer
Merrill Lynch
Power & Gas Leaders Conference
September 13, 2000
[GRAPHICS OMITTED]
<PAGE>
4
FPL Group [Logo Entergy]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
Building Franchises x
[GRAPHICS OMITTED]
<PAGE>
5
FPL Group [Logo Entergy]
A Powerful Combination
Creating shareholder value x
[GRAPHICS OMITTED]
<PAGE>
6
FPL Group [Logo Entergy]
Creating Shareholder Value
o Transaction is immediately accretive
o Annual synergies of $150 million - $275 million
o Earnings per share growth of 10% or more
o Secure dividend
o $1 billion share repurchase authorization
[GRAPHICS OMITTED]
<PAGE>
7
FPL Group [Logo Entergy]
Substantial Anticipated Synergies
2002-2004 Annual Synergies Growth* ($M)
$375 in 2004
100
=
125
+
50
150
+
40
110
-------------------------------------------------------------------------------
Utility Comprehensive Competitive Total Synergies
CapEx
* Synergies are pre-tax and do not include cost to achieve.
[GRAPHICS OMITTED]
<PAGE>
8
FPL Group [Logo Entergy]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
[GRAPHICS OMITTED]
<PAGE>
9
FPL Group [Logo Entergy]
Creating an Industry Leader
U.S. Utility Ranking
Customers
#1
6.3 million
Generation Capacity
#1
48,000+ MW
Nucler Generation
#2
10,000+ MW
Equity Market Value
#2
$16.4 billion*
* Based on July 29, 2000 data
[GRAPHICS OMITTED]
<PAGE>
10
FPL Group [Logo Entergy]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
[GRAPHICS OMITTED]
<PAGE>
11
FPL Group [Logo Entergy]
A Super Regional Utility
Solid and Growing Customer Base
38,400 MW Capacity
6.3 Million Customers
o Service Areas
[GRAPHICS OMITTED]
<PAGE>
12
FPL Group [Logo Entergy]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
[GRAPHICS OMITTED]
<PAGE>
13
FPL Group [Logo Entergy]
The Largest Generator - and One of the Cleanest
'000s MW Capacity by Generation Mix
45
Oil/Other
Coal
30 Nuclear
Gas
15
0
Combined AEP/CSR SO PE/UCM ETR TXU ED/NU CPL/FPC DUK FPL
Source: RDI, 1998 data
[GRAPHICS OMITTED]
<PAGE>
14
FPL Group [Logo Entergy]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
Quality service Top quartile performer
Low cost operations in reliability, customer
Strong regulatory relations service and price
[GRAPHICS OMITTED]
<PAGE>
15
FPL Group [Logo Entergy]
A Top-Performing Utility
What's Needed for Success Combined Platform
#1 in customers
Strong customer base High growth regions
#1 in generating capacity
Superior generating capacity High plant availability
Quality service Top quartile performer
Low cost operations in reliability, customer
Strong regulatory relations service and price
Other competitive advantages Clean generation
Strong cash flow
[GRAPHICS OMITTED]
<PAGE>
16
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
[GRAPHICS OMITTED]
<PAGE>
17
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
[GRAPHICS OMITTED]
<PAGE>
18
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
[GRAPHICS OMITTED]
<PAGE>
19
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
[GRAPHICS OMITTED]
<PAGE>
20
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
Risk management
& asset optimization Top 10 trading company (Koch)
[GRAPHICS OMITTED]
<PAGE>
21
FPL Group [Logo Entergy]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
9,800 MW, predominantly
Large generation base nuclear and gas
Development pipeline Growing to 30,000+ MW by 2004
Low-cost construction, turbine
Construction skills availability & scale economies
(Shaw)
Superior plant operations World-class skills
Risk management
& asset optimization Top 10 trading company (Koch)
Complementary regional
Regional portfolios presence
[GRAPHICS OMITTED]
<PAGE>
22
FPL Group [Logo Entergy]
Strong Combined Presence in Key Regions
A Leading Independent Power Producer
Northeast
Hub
Midwest
Hub
Western
Hub
Southeast
Hub
Gulf South Hub
o FPL Energy Sites
o Entergy Sites
[GRAPHICS OMITTED]
<PAGE>
23
FPL Group [Logo Entergy]
Large and Growing Unregulated Portfolio
Total MW -- Operating, Firm & Late-stage Development
Projects
17,124 Total MW
4,594 MW Late-stage Development
2,735 MW Announced/Under Construction
1,805 MW Acquired Nuclear
7,990 MW In Operation
[GRAPHICS OMITTED]
<PAGE>
24
FPL Group [Logo Entergy]
Aggressive Development Schedule
Cumulative MW Operating
MW
35,000
30,000
25,000 Late Stage
36% Annual Growth Development
20,000
Announced/
15,000 Under Construction
10,000 Acquired
Nuclear
5,000 Operating
0
2000 2001 2002 2003 2004
[GRAPHICS OMITTED]
<PAGE>
25
FPL Group [Logo Entergy]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
[GRAPHICS OMITTED]
<PAGE>
26
FPL Group [Logo Entergy]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
[GRAPHICS OMITTED]
<PAGE>
27
FPL Group [Logo Entergy]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
[GRAPHICS OMITTED]
<PAGE>
28
FPL Group [Logo Entergy]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
Experience with license transfer
Strong regulatory interface and extension
[GRAPHICS OMITTED]
<PAGE>
29
FPL Group [Logo Entergy]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Recognized industry leader
Nuclear core competency with turnaround experience
Large Fleet More than 10,000 MWs
Efficient Operations High plant availability
Management resources Strong, deep bench
Experience with license transfer
Strong regulatory interface and extension
Building expertise through
Decommissioning capabilities service contracts
<PAGE>
30
FPL Group [Logo Entergy]
Trading and Marketing - Scale and Skills
What's Needed for Success Combined Platform
Physical gas trading Top 7-9 (7 - 8 BCF/D)
Financial gas trading Top 3-5 (40 - 60 BCF/D)
Electricity trading Top 5-7 (120 million MWh)
Weather derivatives market 30% of market
Access to strategic gas assets 10,000 mile Gateway
Access to power assets 10,000 MWs and growing
Access to resid/gas 100 - 150 MBPD
switching capability
Access to retail load 6.3 million customers
[GRAPHICS OMITTED]
<PAGE>
31
FPL Group [Logo Entergy]
Scale Improves Optionality
Top 15 U.S. Consumers of Natural Gas
BCF/D
2
1
0
-------------------------------------------------------------------------------
Combined ETR TXU REI CSR FPL NCE/ SO DOW LTV X DUK BS KSE XOM
NSP
Source: RDI, 1999 data
[GRAPHICS OMITTED]
<PAGE>
32
FPL Group [Logo Entergy]
Strong Financial Position
What's Needed for Success Combined Platform
51 - 56% debt to total capital
Negligible goodwill
Financial Flexibility
Interest coverage approximately 3.5x
Substantial cash generation
[GRAPHICS OMITTED]
<PAGE>
33
FPL Group [Logo Entergy]
A Powerful Combination
Creating shareholder value x
Scope and scale to exploit changing marketplace x
Building Franchises x
[GRAPHICS OMITTED]
<PAGE>
34
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
[GRAPHICS OMITTED]
<PAGE>
35
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
[GRAPHICS OMITTED]
<PAGE>
36
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
[GRAPHICS OMITTED]
<PAGE>
37
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection FERC filing
o FERC filing
[GRAPHICS OMITTED]
<PAGE>
38
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
o FERC filing
o Senior management team named
[GRAPHICS OMITTED]
<PAGE>
39
FPL Group [Logo Entergy]
Merger Status Update
o Positive initial response from regulators
o Filed preliminary proxy on 8/25/00
o Obtained transmission interconnection
o FERC filing
o Senior management team named
o Transition committees formed
[GRAPHICS OMITTED]
<PAGE>
40
FPL Group [Logo Entergy]
Unregulated Business Joint Venture
o Development opportunities
o Economies of scale
o Construction costs
- Entergy/Shaw joint venture
o Energy and fuel trading
- Koch / Entergy joint venture
o Overhead
[GRAPHICS OMITTED]
<PAGE>
41
FPL Group [Logo Entergy]
Proposed Joint Venture Structure
Entergy
FPL Energy Wholesale
Operations
o All operating plants o All operating plants
o All late-stage IPP o All late-stage
development projects development projects
JV
o Operations personnel
o Early-stage development projects
o M&A (Fossil and Nuclear)
o FPLE & EWO non-operating personnel
o Other Miscellaneous Assets
[GRAPHICS OMITTED]
<PAGE>
42
FPL Group [Logo Entergy]
Joint Venture Formation Timeline
o Term sheet
o Hart-Scott-Rodino filing
o JV agreement
o Closing
[GRAPHICS OMITTED]
<PAGE>
43
FPL Group [Logo Entergy]
Accelerated Growth on Target at FPL Group
Continued cost improvement and customer growth at
Florida Power & Light
o 3% or more annual earnings growth
Growing portfolio and project performance improvements at
FPL Energy
o 25% average annual earnings growth at FPL Energy
o New 500 MW, 50/50 joint development project to be announced shortly
Expanding fiber-optic network capacity and customer base
at FPL FiberNet
o Signed contracts with value in excess of $200 million
Expect approximately 10% EPS growth
for FPL Group this year
[GRAPHICS OMITTED]
<PAGE>
[Graphic Omitted]
FPL Group-Entergy:
Building Franchises
J. Wayne Leonard
Chief Executive Officer
Merrill Lynch
Power & Gas Leaders Conference
September 13, 2000
<PAGE>
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:
This presentation contains forward looking statements within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-looking statements
with respect to revenues, earnings, performance, strategies, prospects and other
aspects of the businesses of FPL Group, Inc. and Entergy Corporation are based
on current expectations that are subject to risk and uncertainties. A number of
factors could cause actual results or outcomes to differ materially from those
indicated by such forward looking statements. These factors include, but are not
limited to, risks and uncertainties relating to: changes in laws or regulations,
changing governmental policies and regulatory actions with respect to allowed
rates of return including but not limited to return on equity and equity ratio
limits, industry and rate structure, operation of nuclear power facilities,
acquisition, disposal, depreciation and amortization of assets and facilities,
operation and construction of plant facilities, recovery of fuel and purchased
power costs, decommissioning costs, present or prospective wholesale and retail
competition (included but not limited to retail wheeling and transmission
costs), political and economic risks, changes in and compliance with
environmental and safety laws and policies, weather conditions (including
natural disasters such as hurricanes), population growth rates and demographic
patterns, competition for retail and wholesale customers, availability, pricing
and transportation of fuel and other energy commodities, market demand for
energy from plants or facilities, changes in tax rates or policies or in rates
of inflation or in accounting standards, unanticipated delays or changes in
costs for capital projects, unanticipated changes in operating expenses and
capital expenditures, capital market conditions, competition for new energy
development opportunities and legal and administrative proceedings (whether
civil, such as environmental, or criminal) and settlements and other factors.
Readers are referred to FPL Group, Inc.s and Entergy Corporations most recent
reports filed with the Securities and Exchange Commission.
<PAGE>
A Powerful Combination
FPL
Group
Creating
FRANCHISES
through virtual
integration
Entergy
"FRANCHISE"
o Unique sustainable business opportunity
o Products and brand preferred by customers
o Leadership position relative to competitors
o Superior opportunities for value creation
<PAGE>
Franchises Built Around Partners
Entergy, Koch
Industries create top
tier energy company
Entergy,
Shaw Group
join forces
[Graphic Omitted] FPL Group,
[2000 Calender] Entergy
Entergy and create
Framatome nation's
will team up largest power
company
<PAGE>
Partners for Success: Koch Industries
Koch: The Best Kept Secret in Trading
o Owner of 10,000 mile Gateway pipeline and
biggest gas storage in the Gulf South
o A top electricity and gas trader
o Largest trader in U.S. in residual fuel oil
o PhD laboratory for research and product development
o An innovator with 50% of revenue from new products
developed in the last five years
o The market leader in weather derivatives
<PAGE>
Partners for Success: The Shaw Group
Shaw: The Intel of the Power Plant World
o Supplier of 75% of integrated piping fabrication worldwide
o Piping fabrication for over 120,000 MW in U.S.
o Custodial contractor for all of ABBs North American power plant
development
o Supplier of 90% of piping for GEs gas turbines being produced
from 1999-2004
o Lead contractor on 1,100 MW Midloathian, the largest power project in
North America
o Extensive refining and petrochemical engineering and erection
experience
o Recent acquisition of Stone & Webster
<PAGE>
Partners for Success: Framatome Technologies Group
Framatome: At the Core of the Nuclear Industry
o Provides full range of nuclear services for inspection, maintenance,
and improvement: #1 in Europe, #2 in U.S.
o World leader in nuclear fuel
o Designed, manufactured and installed 69 reactors worldwide - 72,000
MW capacity
o Outage contractor for FPL
o Nearly 10,000 nuclear specialists worldwide
o Provider of parts or service to every single U.S. reactor
<PAGE>
Partners for Success: FPL Group
FPL: The Crown Jewel of Utility Franchises
The merged company will be:
o #1 in utility customers - 6.3 million
o #1 power producer - 48,000 MW total capacity
o #1 in clean generation - 44,000 MW gas, nuclear and
renewables - 92% of total capacity
o #2 nuclear generator - 10,000+ MW
o #2 utility in market cap - $16+ billion*
* as of merger announcement, 7/28/00
<PAGE>
Partners Fill Gaps
Without Acquisition Premiums
What's Needed for Success FPL Group-ETR Strategy
Strong regional supply portfolios Complementary existing portfolios
Focused project development
Gas/electric trading skills and ETR-Koch venture
scale
Assets with optionality Koch Gateway Pipeline
Gas development projects
Low cost construction ETR-Shaw joint venture
Site & equipment options Turbine options - multiple sites
Growth products Weather derivatives (Koch)
Telecom - bandwidth trading
Talent and skills Hire or ally with the best
<PAGE>
Building Franchises in Both Regulated
and Non-regulated Markets
Existing Emerging Franchises
Franchises
Regional Vertically Regulated DISTCO
Integrated
Regulated Utilities TRANSCO
Power Development
Generation Operation
Competitive National Nuclear Company
Wholesale
Business Telecom
Pipeline
Trading and Risk
Management
---------------------------------------------------------->
Regulated Markets Deregulated Markets
<PAGE>
[Graphic Omitted] Utility Franchise
Critical Success Factors Cleanest Generation in the Industry
------------------------
[Pie Chart Omitted]
o Customers
13% Gas
- Scale Nuclear
8% Coal
- Mix 59% Oil/other
20%
- Growth
1998 Capacity by Generation Type (%)
o Clean capacity
o Outstanding service
Solid and Growing Customer Base Balanced Customer Base
[Map Omitted] [Pie Chart Omitted]
3% Residential
Commerical
25% 41% Industrial
Other
31%
1999 Retail MWh by Customer Class (%)
<PAGE>
ETR Service Levels Improving
to Achieve FPL's Record
o Call centers
- from 71 seconds to 15 seconds
- abandoned calls down 73%
- busy signals 400,000 to 0
- 95% favorable rating from callers
- Calls down 4 million /year
o Outage complaints decreased 67%
- Frequency down 26%
- Duration down 40%
o Customer satisfaction up over 9%
o Safety improved 41% in 1999 (lost-time incidents)
<PAGE>
Transco Franchise
[Graphic Omitted]
[Newspaper Clipping]
<PAGE>
"Independent" For Profit Transco
Conditions Solutions Partners
---------- --------- --------
Scale MR > MC ETR
Growth Pricing FPL
Sinks o Phase in Others
Source o LMP
Congestion
<PAGE>
Bringing Transmission
Supply and Demand in Balance
Public Policy Impact on
Option Market Impact TRANSCO
------ ------------ -------
Increase Restores balance be Allow monopoly
prices reducing demand rent$
Best Economic Efficiency
Fix Increases profits if: Gives incentives for
prices incr. volume* price > increasing volume
marginal cost of supply and reducing costs
Reduce Prices go down as No incentives for
prices supply increases to suppliers to
meet demand innovate
<PAGE>
Transmission Demand Growing
(Sources, Sinks, & Service)
Generation located Environmental costs
close to coal sources for coal units make Limited gas
export energy to higher gas-supplied energy Pipeline capacity
valued markets more attractive creates potential
for "gas by wire"
[Map Omitted]
Arbitrage
opportunities
in price and load
diversity
Arbitrage between Fast-growing demand
ERCOT and eastern New co-generation and combined with
US energy prices combined cycle generation geographic constraint
located near gas supplies
export energy
<PAGE>
Power "Generation" Franchise
Scale 48,000 --> 70,000 + MW
Clean 79% clean and growing
Operating Skills Top quartile --> top decile
Mix Primarily gas, nuclear --------> Fuel Mix Proj.
2004
Location SE, NE and West ------------------
Nuclear 25-30%
Gas 60-65%
Renewables 3-5%
Other 3-5%
<PAGE>
Power "Development" Franchise
Scale 19,000 MW
Equipment 98 GE turbines
Location Multiple delivery points
Projects 3 site per turbine
Skills Proven Capabilities ------> o 16 "A" teams
o 6-sigma processes
Project mgmt. 6-sigma, experience curve o Labor management
o BOB (piping,
Low cost 15% less per plant fabrication, DCS)
o Erection
(scheduling,
controls)
o Procurement &
assembly
<PAGE>
Shaw JV Enhances Value
Illustrative Savings for 100% Owned
1000 MW CCGT
$45-60
million
[BAR CHART OMITTED]
Engineering/ Indirects/ Equipment Procure- Middleman Total
Design Overheads Wrap ment Markup
<PAGE>
No Silver Bullet
Increasing Returns with Increasing Skills/Scale
%ROE
20%
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20%
???% ???%
15-18% Reputation/ Environ.
0.7-1.1% Skills Advantage
1.1-2.2% Price Risk
15% 0.1% Portfolio Mgmt. &
3% Financing Trade-around
10-12% Scale Costs
</TABLE>
10%
5%
0%
One-off
Merchant
plant
<PAGE>
Nuclear Franchise
Scale 10,000 --> 19,000 MW
Skill Deep and broad ------> o BWR
o PWR
Safety World class o Turnarounds
o Decommissioning
Cost Top quartile -> top decile o License renewals
Operations 90+% availability
Relationships Framatome
<PAGE>
Nuclear Structure Emphasizes Risk
Management
Typical Nuclear Risk/Reward
Low Probability Downside Normal Uncertainties
------------------------ --------------------
o Major event risk o Market Price risk
o Early units shutdown o Unit operations risk
o Higher decommissioning
costs Low Probability Upside
----------------------
o Lower decommissioning costs
o Environmental laws increase
[Graphic Omitted] prices
o Extended life
o Site expansion
Loading The Dice
(The more you play the more you win)
PPA Protects Revenues (put)
Fully Funded Decommissioning (option) Portfolio Effects
[Graphic Omitted]
Third Party Decommissioning Contracts (put) Embedded Options
(calls/puts)
Special Purpose Financing (put)
<PAGE>
Telecom Franchise
Entergy Fiber Network FPL FiberNet
2,150 route miles 1,600 route miles
[Map Omitted] [Map Omitted]
Critical Success Factors
------------------------
o Physical positions
o Optimized design
o Value-added (reliability)
o Trading (bandwidth)
o Partners
<PAGE>
Pipeline Franchise
[Map Omitted]
Entergy - Williams/Duke's
Koch's Gateway proposed
Pipeline Buccaneer Pipeline
Enron/Schat's Florida Costal's
Gas Transport Pipeline proposed
Gulfstream
Pipeline
<PAGE>
Trading Frachise
[Map Omitted]
<PAGE>
Our Challenge (Your Opportunity):
Gaining Market Recognition
2001 Price/Earnings Multiples
Enron 51
Calpine 50
AES 33
Dynegy 30
NRG 25
Duke 18
Southern 14
Reliant 14
FPL 12
Entergy 11
