Filed by Entergy Corporation
Pursuant to Rule 425 under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Of the Securities Exchange Act of 1934
Subject Company: Entergy Corporation
Commission File No. 1-11299
Joint Press Release of FPL Group, Inc and Entergy Corporation with
attachments
Logo of Florida Power Group Logo of Entergy
ENTERGY AND FPL GROUP AGREE TO A $27 BILLION MERGER OF EQUALS
CREATING THE NATION'S LARGEST POWER COMPANY
The New Company, With More Than 48,000 MW of Generating Capacity,
Will Serve 6.3 Million Customers
Juno Beach, FL and New Orleans, LA (July 31, 2000) - FPL Group,
Inc. (NYSE: FPL) and Entergy Corporation (NYSE: ETR) today
announced they have agreed to combine in a merger of equals,
creating the largest power company in the nation.
The new company, which will be named at a later date, will be the
largest U.S. electric utility and the largest power producer.
Based on the closing stock prices of both companies on Friday,
July 28, 2000, the combined company will have a total enterprise
value of more than $27 billion, ($16.4 billion in equity market
capitalization and $10.7 billion in debt and preferred stock).
The new company will combine and leverage strategically
positioned assets to create a premier energy company. The
company will have a strong market position in wholesale
generation, trading, marketing and transportation.
Under the terms of the agreement, which was approved unanimously
by the boards of directors of both companies, each holder of FPL
Group common stock will receive 1.00 share of the new holding
company for each share of FPL Group common stock, and each holder
of Entergy common stock will receive 0.585 of a share of the new
holding company for each share of Entergy common stock, in a tax-
free, stock-for-stock exchange. The transaction will be
immediately accretive to both companies, based on consensus
security analysts' earnings estimates. Average annual earnings
per share growth for the combined company is expected to be ten
percent or more.
FPL Group and Entergy have authorized share repurchase programs
totaling $1 billion to be implemented prior to the close of the
merger. The programs ($570 million at FPL Group and $430 million
at Entergy) include remaining authorizations from the companies'
existing share repurchase programs.
The newly combined company expects to pay a dividend that is
consistent with FPL Group's current dividend policy. Based on
FPL Group's current annual dividend of $2.16 per share, Entergy's
shareholders would receive $1.26 per share on an as-converted
basis compared to Entergy's current dividend of $1.20 per share.
The merger combines two high performance cultures to create a
company that will be ranked the:
- #1 electric utility serving more than 6.3 million customers
- #1 power producer with a generating capacity of more than
48,000 megawatts
- #2 nuclear power generator with more than 10,000 megawatts
- #2 among utilities in market capitalization at $16.4 billion
The combined company will be one of the nation's largest
independent power producers with nearly 10,000 net megawatts of
unregulated generating capacity. Also, through Entergy's pending
venture with Koch Industries, the combined company will be one of
the largest U.S. marketers of both electric power and natural
gas, will own 10,000 miles of strategic natural gas pipeline
assets, and will be the world market leader in weather
derivatives.
In addition to becoming one of the largest energy organizations,
the new company will be a top performer on a number of
operational criteria. Florida Power & Light, the principal
subsidiary of FPL Group, has long achieved customer service
ratings in the top 10 percent of the industry, and an independent
study published in April ranked Entergy first among all U.S.
electric utilities for year-over-year improvement in customer
satisfaction. The combined electric generation fleet will be an
environmental leader, with emission rates among the lowest of all
U.S. generating companies. It will also be one of the most
efficient, with operating costs among the lowest in the industry.
The new company will be the U.S. leader in natural gas generating
capacity - and the nation's largest user of natural gas.
Benefits of the Transaction
Earnings Growth "We are creating a company with the scope and
scale to prosper in the changing industry marketplace," said
James L. Broadhead, chairman and chief executive officer of FPL
Group, Inc. "We expect to deliver average annual earnings per
share growth of ten percent or more over the next several years
fueled by a combination of revenue enhancement opportunities and
cost savings. Our strong balance sheet and increased cash flows
will enable our new company to more aggressively pursue
profitable growth opportunities."
Strategic Fit "The merger combines two strategically aligned,
financially healthy companies into an organization that has no
equal in the industry," said J. Wayne Leonard, chief executive
officer of Entergy Corporation. "We both have divested non-core
businesses and are focusing on enhancing our utility operations.
At the same time, we are rapidly growing our wholesale generation
businesses with an emphasis on clean energy from nuclear, natural
gas, and renewable energy sources. The Entergy-Koch venture
brings premier trading and risk management skills and creates the
potential to link our industry-leading gas positions through the
Gateway Pipeline. Combining our assets and skills will not only
enhance our ability to achieve these strategic goals, but will
also create the opportunity to move to a new level as a leading
energy company."
Benefits to Customers "FPL has demonstrated consistent year-over-
year improvement in key performance and customer satisfaction
measures and is an industry leader in plant operations, customer
service and system reliability," said Mr. Leonard. "Over the
past two years, our employees at Entergy have dramatically
improved our service quality as well. When we combine best
practices, we expect to further enhance the level of service
provided by both companies. Stakeholders can count on our new
company to carry on the values shared by both Entergy and FPL
Group: safety as our highest priority, quality service,
environmental responsibility and good corporate citizenship."
Competitive Strength. Mr. Broadhead said, "In addition to
strengthening our utility operations, we will be creating one of
the largest, most financially sound, and fastest growing
wholesale generating companies, with all the critical
capabilities in place to ensure even greater success. By
combining our premier operating skills, solid project development
expertise and vast energy marketing and trading resources, we
expect to accelerate our growth and to maximize the value of our
portfolio.
"Through its pending ventures with other industry leaders such as
Koch Industries and The Shaw Group, Entergy has taken an
innovative approach to add to its capabilities and to expand its
growth opportunities," said Mr. Broadhead. "We would expect
these partnerships to provide added benefit to our combined
company as we grow our wholesale generation portfolio."
Strategic Outlook of the New Company
The new company will carry out the closely aligned business
strategies of FPL Group and Entergy, which are based on strong
core utility operations and growth in wholesale energy markets,
primarily in clean, low-cost electric generation. It will pursue
additional growth through development of electric, natural gas,
weather and telecommunications products and services for a large
and diverse customer base.
Utility Operations
The regulated utility business within the merged company will
serve more than 6.3 million customers through its affiliates
Florida Power & Light, Entergy Arkansas, Entergy Gulf States,
Entergy Louisiana, Entergy Mississippi and Entergy New Orleans.
The super-regional utility will own and operate 38,400 megawatts
of capacity. It will be the largest operator of gas-fired power
plants and the largest buyer of natural gas and residual fuel oil
in the country.
Through concerted efforts to reduce costs and improve service,
the combined company expects to effectively compete in any market
environment. As unregulated retail opportunities continue to
expand, the combined company will be well positioned to leverage
its superior scale and scope through deploying e-commerce
applications for customer aggregation, transactions and billing.
Nuclear Operations
The combined company will be a premier national nuclear company,
a strategic goal adopted by Entergy in 1998. It will be the
second-largest nuclear generator in the country, with more than
10,000 megawatts of utility and competitive nuclear capacity at
eight Entergy units - including two units on which Entergy
expects to complete purchase later this year - and four FPL Group
units.
The new company expects to leverage its combined nuclear
expertise and experience - including efficient plant operations,
turnaround of underperforming units, acquisitions,
decommissioning, and license extension - to capitalize on
opportunities in the consolidating nuclear industry. The merger
will combine FPL Group's nuclear units, recognized as some of the
best-run plants in the country, with Entergy's growing fleet.
For 1997-1999, Entergy's and FPL Group's nuclear units achieved a
combined capacity factor of 10 percentage points above the
industry average. Bringing together the companies' nuclear
generation operations will enhance the ability to manage risk,
serve customers and leverage the talent and resources in the two
organizations across nuclear operations in the company's
regulated utility businesses and competitive generation markets.
Wholesale Operations
By combining both companies' wholesale operations, the merged
company expects to more aggressively grow its portfolio and
capture more value from its assets. The two companies have
almost 10,000 megawatts of non-utility generating capacity today
and, after the merger, we plan to grow to more than 30,000
megawatts by 2004.
Several factors that will enable the combined company to
profitably grow its wholesale generation business include:
- World class operating skills;
- Strong, proven development teams;
- Scale and scope to execute projects more quickly;
- 76 gas turbines under contract with General Electric for
delivery through 2005;
- A venture with The Shaw Group, which is expected to close
soon, to accelerate construction and reduce costs of new
projects;
- A soon-to-be-completed venture with Koch Industries to fully
leverage its current and future portfolio, manage risks and to
capitalize on new markets such as weather derivatives.
These integrated wholesale capabilities - from trading and risk
management to origination to development to asset financing and
management will allow the combined company to create and capture
more value from existing assets and to deploy more capital-
efficient strategies.
Energy Marketing & Trading
Once merged, Entergy and FPL Group will benefit from one of the
largest energy marketing and trading operations in the country.
Later this year, Entergy expects to close its previously
announced agreement with Koch Industries under which the
companies agreed to form Entergy-Koch L.P., which is expected to
rank among the nation's top 10 energy commodity traders in terms
of combined volumes of electricity and natural gas. Entergy-Koch
is expected to trade more than 100 million megawatts/year and to
create a significant marketing platform to sell the company's
wholesale generation. It also will procure more than 7-8 billion
cubic feet of gas per day for the combined company. The venture
also includes Koch's Gateway natural gas pipeline, a 10,000-mile
system serving the Gulf South region.
The combined company expects its trading organization to enhance
its utility and wholesale operations, as well as develop new
products, such as Koch's innovative weather derivatives, to
generate additional revenue opportunities. The combined company
will also offer the opportunity for expansion of the Gateway
pipeline into the growing Florida market.
Telecommunications
The new company also will operate a wholly owned subsidiary, FPL
FiberNet, offering fiber optic capacity in Florida on a wholesale
basis. Formed in January 2000, the company operates a 1,600-
route mile fiber optic network in Florida and is building intra-
city networks to serve Florida's top 15 metropolitan markets.
Through agreements with other providers, it offers an 8,500-route
mile network throughout the fast-growing Southeast market.
FPL FiberNet will add to its existing 45,000-fiber mile system to
reach approximately 500,000 fiber-miles within the next few years
in order to meet the exploding demand for fiber capacity in Florida
and connections to Latin America. The combination with Entergy
provides additional telecommunications opportunities in Entergy's
traditional service territory.
Transaction Details
Based on the number of common shares currently outstanding, FPL
Group shareholders will own 57 percent of the common equity of
the combined company, and Entergy shareholders will own 43
percent.
The combined company expects the merger will provide annual
synergies growing from $150 million to $275 million over the
first few years after closing. Of the total, the regulated
businesses should realize annual cost savings of $110 million to
$150 million, derived from eliminating duplicate corporate and
administrative positions and programs, as well as procurement
economies. The competitive businesses expect annual cost savings
and revenue enhancements of $40 million to $125 million.
Additionally, the competitive businesses expect to realize annual
capital expenditure savings of $50 million to $100 million.
The companies will seek to minimize workforce effects of the
merger through a variety of efforts. All union contracts will be
honored.
Mr. Broadhead will serve as chairman of the combined company, and
Mr. Leonard will become president and chief executive officer.
The new company's board of directors, which will include both Mr.
Broadhead and Mr. Leonard, will initially consist of 15 members,
eight from FPL Group and seven from Entergy.
The merged company will locate its corporate headquarters in Juno
Beach, FL and will have its Utility Group headquarters in New
Orleans. Each of the company's six utilities will continue to
maintain its headquarters at its present location.
The merger requires the approval of shareholders of both
companies, the Securities and Exchange Commission, the Federal
Energy Regulatory Commission, the Nuclear Regulatory Commission,
and the Federal Communications Commission; the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act; and the completion of regulatory
procedures in Arkansas, Florida, Louisiana, Mississippi, Texas
and the city of New Orleans. The companies' objective is to
complete the transaction within 15 months.
Merrill Lynch & Co., Inc. acted as financial advisor to FPL
Group. Morgan Stanley Dean Witter and J.P. Morgan & Co.
Incorporated acted as financial advisors to Entergy. Cravath,
Swaine and Moore acted as legal counsel to FPL Group. Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal counsel to
Entergy.
Company Information
FPL Group, with annual revenues of more than $6 billion, is one
of the nation's largest providers of electricity-related services
with a generating capacity of more than 20,000 megawatts. Its
principal subsidiary, Florida Power & Light, serves 3.8 million
customer accounts in Florida. FPL Group employs 11,350 employees
and operates in 17 states. FPL Energy, LLC, FPL Group's
independent power production subsidiary, is a leader in
generating electricity from clean and renewable fuels.
Information is available on the Internet at www.fplgroup.com.
Entergy Corporation, with annual revenues of nearly $9 billion,
is a major global energy company engaged in power production,
distribution operations, and related diversified services, with
more than 12,200 employees. It is also a leading provider of
wholesale energy marketing and trading services. Entergy owns,
manages or invests in power plants generating nearly 30,000
megawatts of electricity domestically and internationally and
delivers electricity to about 2.5 million customers in portions
of Arkansas, Louisiana, Mississippi and Texas. Information is
available on the Internet at www.entergy.com.
Information on Entergy's venture partners: Koch Industries Inc.,
the second-largest privately held company and one of the most
successful energy traders in the United States, is involved in
virtually all phases of the oil and gas industry, as well as in
chemicals, plastics, energy services, chemical and environmental
technology products, asphalt products, metals and mineral
services, ranching, financial services, and ventures. The Shaw
Group Inc., the world's leading innovator of turnkey piping
solutions and provider of erection services, has experience in
the construction of over 200,000 megawatts of electric generation
worldwide.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This press release 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 Corporation's most recent reports filed
with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the proposed merger, FPL Group, Inc. and
Entergy Corporation will file a joint proxy statement /
prospectus with the Securities and Exchange Commission. INVESTORS
AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. Investors and security holders may
obtain a free copy of the joint proxy statement / prospectus
(when available) and other documents filed by FPL Group, Inc. and
Entergy Corporation with the Commission at the Commission's web
site at http://www.sec.gov. Free copies of the joint proxy
statement / prospectus, once available, and each company's other
filings with the Commission may also be obtained from the
respective companies. Free copies of FPL Group's filings may be
obtained by directing a request to FPL Group, Inc., 700 Universe
Blvd., P.O. Box 14000, Juno Beach, FL 33408-0420, Telephone:
(561) 694-4000. Free copies of Entergy's filings may be obtained
by directing a request to Entergy Corporation,
639 Loyola Avenue, New Orleans, Louisiana 70113, Telephone: (514)
576-4000.
Participants in Solicitation
FPL Group, Inc., Entergy Corporation and their respective
directors, executive officers and other members of their
management and employees may be soliciting proxies from their
respective stockholders in favor of the merger. Information
concerning FPL Group's participants in the solicitation is set
forth in FPL Group's Current Report on Form 8-K filed with the
Commission on July 31, 2000, and information concerning Entergy's
participants in the solicitation is set forth in Entergy's
Current Report on Form 8-K filed with the Commission on July 31,
2000.
# # #
Press Teleconference Information:
Note to Editors: There will be a press teleconference on Monday,
July 31, 2000 at 12:00 pm (Eastern time). The dial in number is
(888) 243-1681 (within the U.S.) and (212) 993-0207
(internationally). You can visit FPL Group and Entergy merger
web site at: www.dealinfo.com/fplgroup-entergy.
Satellite Uplink for FPL Group and Entergy B-Roll:
Monday, July 31, 2000 Monday, July 31, 2000
7:00 am - 7:30 am (Eastern time) 12:00 pm - 12:30 pm (Eastern time)
Telstar 6 Transponder 9 C-Band Telstar 6 Transponder 9 C-Band
Downlink Frequency 3880 Vertical Downlink Frequency 3880 Vertical
If you have any technical questions or problems with the
satellite feed for B-Roll, please call Brett Curran at (212) 627-
5622.
Contacts for FPL Group: Contacts for Entergy:
Investors: Investors:
Lisa Kuzel Renae Conley
(561) 694-4697 504-576-4947
[email protected] [email protected]
For Media Inquiries: For Media Inquiries:
305-552-3888 504-576-4238
<PAGE>
Logo of FPL Group Logo of Entergy
Transaction Overview
- Tax-free, stock-for-stock transaction
Terms: - Each holder of FPL Group common stock will
receive 1.00 share of the new holding company
- Each holder of Entergy common stock will receive
0.585 of a share of the new holding company
- Accounted for as a purchase
- Total enterprise value of more than $27 billion;
Combined market capitalization of
Company $16.4 billion based on closing stock prices on July
Financials: 28, 2000
- The transaction will be immediately accretive to
both companies
- Average annual earnings per share growth of 10%
or more
- FPL Group and Entergy have authorized share
Share Buy- repurchase programs totaling $1 billion to be
Back: implemented prior to the close of the merger. The
programs ($570 million at FPL Group and $430 million
at Entergy) include remaining authorizations from the
companies' existing share repurchase programs
- The newly combined company expects to pay a
Dividend: dividend that is consistent with FPL Group's current
dividend policy. Based on FPL Group's current annual
dividend of $2.16 per share, Entergy's shareholders
would receive $1.26 per share on an as-converted basis
compared to Entergy's current dividend of $1.20 per
share
Synergies: - Annual synergies growing from $150 million to
$275 million over the first few years after closing
- Of the total, the regulated businesses should
realize annual cost savings of $110 million to $150
million, derived from eliminating duplicate corporate
and administrative positions and programs, as well as
procurement economies
- The competitive businesses expect annual cost
savings and revenue enhancements of $40 million to
$125 million
- Additionally, the competitive businesses expect
to realize annual capital expenditure savings of $50
million to $100 million
- James L. Broadhead, FPL Group Chairman and CEO,
Management & to become Chairman
Board: - J. Wayne Leonard, Entergy CEO, to become
President and CEO
- Board to consist of 15 members: 8 from FPL and 7
from Entergy
- Approval by shareholders of both companies
Approval - SEC, FERC, FCC, NRC, HSR
Process: - The completion of regulatory procedures in
Arkansas, Florida, Louisiana, Mississippi, Texas and
the city of New Orleans
- The companies' objective is to complete the
transaction within 15 months
- Corporate headquarters will be located in Juno
Headquarters: Beach, FL
- Utility Group headquarters will be located in New
Orleans, LA
- Each of the company's six utilities will continue
to maintain its headquarters at its present location
<PAGE>
Logo of FPL Group Logo of Entergy
Combined Company Statistics
FPL Group Entergy
As of 12/31/99
Revenues $6.4 billion $8.8 billion
Net Income $681* million $552 million
Operating Cash flow $1.6 billion $1.3 billion
Net debt to total
book capital 40% 42%
Shares outstanding
as of 06/30/00 170 million ** 223.5 million
Market capitalization $9.4 billion $7.0 billion
Generating capacity
Utility Operations 16,444 MW 22,662 MW
Wholesale Operations 4,165 MW 5,633 MW
Retail customers 3.8 million 2.5 million
Employees 11,350 12,214
Utility Operations Florida Power & Light Entergy Arkansas
Entergy Gulf States
Entergy Louisiana
Entergy Mississippi
Entergy New Orleans
Key non-utility
operations FPL Energy: Entergy Wholesale Operations:
independent power Power development and
generation wholesale energy marketing
FPL Fibernet: Entergy Nuclear Inc.
Fiber Optic Generation, decommissioning,
network in Florida other operations
Entergy-Koch L.P.:
energy marketing, trading,
transportation (pending)
* Excludes non-recurring
** Net of unallocated ESOP shares
<PAGE>
FPL Group, Inc.
Fact Sheet
Logo of FPL Group
FPL GROUP, INC.
Fact Sheet
FPL Group, Inc. (NYSE: FPL) is one of the largest providers of
electricity-related services in the United States. The company
employs approximately 11,350 people and has operations in 17
states. The company is recognized as having world-class power
generation operations, with an impressive environmental record.
Annual revenues in 1999 exceeded $6 billion.
Its principal subsidiary, Florida Power & Light Company, serves
more than seven million people along the eastern seaboard and
southern portion of Florida. Founded in 1925, FPL delivers
power from 34 major generating units, plus non-utility sources,
over approximately 66,000 miles of electric lines. The utility
expects customer accounts and usage per customer to grow a
total of 4 percent annually over the next several years. FPL
electric rates are lower than any major investor-owned electric
utility in Florida and 15 percent lower than the industry
average.
FPL power plants have a current generating capacity of 16,444
megawatts (MW). By 2003, the company will have added nearly
2,100 megawatts to its capacity by repowering four older oil-
fired power plants with high-efficiency, gas-fired combined-
cycle generators. It is also adding 636 MW of single-cycle
units by 2003 to meet customer demand during high electricity
usage periods.
Since the early 1990s, FPL Group has focused on reducing costs,
improving quality and customer satisfaction, and investing
outside of Florida in environmentally favored generation
technologies. As a consequence, the company is one of the
largest, cleanest, most efficient and financially sound
providers of electricity in the country.
FPL Energy, its independent power production subsidiary, was
formed in 1998 and operates in 15 states. With a 4,165 net-
megawatt portfolio of generation units, FPL Energy produces 85
percent of its electricity from clean natural gas or renewable
energy sources such as wind, hydro and solar. It has announced
plans to build plants that would add more than 2,000 MW to its
operations by 2003.
<PAGE>
FPL Group Affiliates
- Florida Power & Light Company - one of the largest
electric utilities in the U.S., serving 3.8 million
customer accounts in Florida.
- FPL Energy LLC - an independent power production
subsidiary that produces electricity from clean and
renewable fuels and has plants in operation,
construction or development in 15 states.
- FPL FiberNet LLC - a wholly owned subsidiary offering
fiber optic capacity in Florida on a wholesale basis.
Formed in January 2000, the company operates a 1,600-
mile fiber optic network in Florida and is building
intra-city networks to serve Florida's top 15
metropolitan markets.
- Energy Marketing & Trading - a division of FPL and one
of the top ten physical power markets in the U.S. Its
activities are focused on enhancing the performance of
FPL and FPL Energy, and its trading is principally
around company-owned generating assets
FPL and the Environment
Generating power to meet increasing demand brings with it a
responsibility to respect our world's ecosystem - the land,
air, water and life that surround us.
As one of the cleanest and most efficient utilities in the
world, the company strives for continuous improvement. Along
with its commitment to produce power in a manner that is
sensitive to the environment, the company takes
responsibility to restore and maintain the natural
environment in which its facilities are located and where its
employees and customers live.
One of the pillars of FPL's environmental efforts is its
programs to protect endangered species. At several power
plant sites, FPL maintains active programs for protecting
endangered or threatened species, such as the American
crocodile and alligator, the Florida manatee, the southern
bald eagle, wood storks, sea turtles and the Florida panther.
<PAGE>
Financial Highlights
FINANCIAL RESULTS 1999 1998
(in millions, except per share amounts)
Operating Revenues $6,438 $6,661
Operating Income $920 $1,252
Net Income $681* $664
Earnings Per Share $3.98* $3.85
Cash Flows From Operating Activities $1,563 $1,743
Total Assets $13,441 $12,029
COMMON STOCK DATA
Average Shares Outstanding ** 171 712.5
Dividends Per Share $2.08 $2.00
OPERATING DATA
Entergy Sales (millions KWh) 88,067 89,362
Customers (thousands) 3,800 3,680
Residential 56% 57%
Commercial 37% 36%
Industrial 3% 3%
Other 4% 4%
Employees 10,717 10,375
*Excludes non recurring items
**Net of unallocated ESOP shares
FPL Group Executive Team
- James L. Broadhead, Chairman and Chief Executive Officer
- Paul Evanson, President, Florida Power & Light Company
- Lewis Hay III, President, FPL Energy
FPL Group, Inc.
Corporate Offices Lisa Kuzel
700 Universe Blvd. Director, Investor Relations
P. O. Box 14000 Phone: (561) 694-4697
Juno Beach, Florida 33408-0420 Fax: (561) 694-4620
Phone (561) 694-4000 email: [email protected]
www.fplgroup.com
Media Relations
Phone: (305) 552-3888
<PAGE>
Logo of Entergy
Entergy Corporation
Fact Sheet
Entergy Corporation (NYSE:ETR) is a leading energy company,
with the third-largest electric generating capacity of any U.S.
company. Entergy owns, managers, or invests in nearly
30,000 megawatts of electric generation domestically and
internationally. Entergy also ranks among the nation's largest
utility companies, serving 2.5 million retail electric
customers through five regulated subsidiaries in Arkansas,
Louisiana, Mississippi and Texas. The company employs
approximately 12,000 people. Annual revenues in 1999 were $8.8
billion.
In 1998, Entergy refocused on its core strengths and renewed
its commitment to its stakeholders: investors, customers,
regulators, and employees. Entergy's refocused strategy
targeted superior performance in utility operations and new
growth in core competencies: power development and nuclear
power operations. This refocus led to the divestiture of
non-core businesses, primarily international electric
distribution operations. The $4.6 billion divestiture program
contributed to a dramatic improvement in Entergy's financial
integrity.
Entergy operates five nuclear plants in its regulated service
territory with a combined capability of 4,785 megawatts. These
plants rank in the top quartile of the U.S. nuclear industry
based on operating and safety performance. Through Entergy
Nuclear, Entergy has expanded into New England by purchasing a
sixth plant, the 670-megawatt Pilgrim Nuclear Power Station in
Massachusetts. In addition, the company's purchase of the New
York Power Authority's Indian Point 3 and FitzPatrick nuclear
plants is expected to close this year, pending approvals by the
Nuclear Regulatory Commission and other regulatory agencies.
Entergy also manages decommissioning activities at two other
plants, Maine Yankee and Millstone Unit 1. Entergy expects to
purchase and operate five to eight additional nuclear plants
through 2005, more than doubling the nuclear capacity to more
than 10,000 megawatts.
Entergy Wholesale Operations, Entergy's independent power
production subsidiary, currently owns, manages, or invests in
generation projects and merchant power plants, with 3,000 net
megawatts of generation now in operation or construction.
Beginning in 2000, the company's goal is to add more than 1,500
megawatts per year to its portfolio. Entergy has allocated
$3.9 billion of capital investment over the next five years to
fund projects and opportunities that meet or exceed risk and
return hurdles. In 1999, the company signed multi-year
agreements with General Electric to supply 32 gas turbines and
four steam turbines, which will provide a competitive advantage
in a tight turbine market. Entergy expects projects in its home
region over the next five years to use more than half of these
turbines.
<PAGE>
Entergy Corporation
Fact Sheet
In April 2000, Entergy and privately held Koch Industries, one
of the nation's most successful energy traders, formed a
company to engage in the marketing and trading of power,
natural gas, and other energy-related commodities. The venture
will be one of the leading energy companies in North America.
It will also include the 10,000-mile Koch Gateway natural gas
pipeline system. Entergy also is joining forces with The Shaw
Group to create a new company that will provide management,
engineering, procurement, construction and commissioning
services to build electric power plants.
Since 1996, Entergy has worked for a competition plan that
benefits all customers and preserves the reliability of the
electrical system. Two of the states it serves, Arkansas and
Texas, have passed legislation to open their electricity
markets to competition as early as January 1, 2002.
Entergy Affiliates
Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans - utilities serving
2.5 million retail electric utility customers
Entergy Nuclear - executes Entergy's strategy to build a
premier national nuclear company by acquiring, operating and
providing services to nuclear plants in the United States
Entergy Wholesale Operations - owns, manages, or invests in
generation projects and merchant power plants focusing on North
America and Europe.
Entergy-Koch L.P. (a pending venture with Koch Industries) -
will deliver, market and trade power, natural gas and other
energy-related commodities, including weather derivatives
Entergy and the Environment
As one of the largest producers of electric power in the U.S.,
Entergy recognizes the leadership role incumbent on a company
of its stature and resources. The company is an advocate of
public policy that will preserve and enhance the environment.
Entergy is one of the cleanest utilities in the country. The
company's commitment to the environment is demonstrated in the
investments the company has made in nuclear and
gas-fired generation. In 1999, Entergy reaffirmed that
commitment through the purchase of combined-cycle gas turbines,
with state-of-the-art environmental technology. Entergy has
also reduced greenhouse emissions by more than 21 million tons
over the last nine years.
In 1999, the company established an Environmental Stewardship
Program to award grants to environmental projects, nominated by
Entergy employees, around our region.
<PAGE>
Entergy Corporation
Fact Sheet
Financial Highlights
FINANCIAL RESULTS 1999 1998
(in millions, except per share amounts)
Operating Revenues $8,773 $11,495
Operating Income $1,252 $1,512
Net Income $552 $739
Earnings Per Share $2.25 $3.00
Cash Flows From Operating Activities $1,307 $1,753
Total Assets $22,985 $22,837
COMMON STOCK DATA
Average Shares Outstanding 245.1 246.4
Dividends Per Share $1.20 $1.50
OPERATING DATA
Retail Energy Sales (millions kWh) 100,519 100,224
Customers (thousands) 2,522 2,495
Residential 30% 31%
Commercial 24% 23%
Industrial 43% 43%
Other 3% 3%
Employees 12,214 12,697
Entergy Executive Team
- Robert v.d. Luft, Chairman
- J. Wayne Leonard, Chief Executive Officer
- Donald C. Hintz, President
- C. John Wilder, Chief Financial Officer
- Jerry Jackson, Executive Vice President
- Horace Webb, Senior Vice President - External Affairs
Entergy Corporation
Corporate Offices Renae Conley
639 Loyola Avenue Vice President, Investor
P.O. Box 61000 Relations
New Orleans, LA 70161 Phone: (504) 576-4947
Phone: (504) 576-4000 Fax: (504) 576-2897
www.entergy.com email: [email protected]
Media Relations
Phone: (504) 576-2890
<PAGE>
Logo of FPL Group Picture of James L. Broadhead
James L. Broadhead
Chairman and Chief Executive Officer
FPL Group, Inc.
James L. Broadhead is chairman and chief executive officer of FPL
Group, Inc., a $6 billion electricity services company. He also
is chairman and chief executive officer of FPL Group's principal
subsidiary, Florida Power & Light Company, which serves more than
seven million people along the eastern seaboard and the southern
portion of Florida and is one of the largest electric utilities in
the nation. Other businesses of FPL Group include: FPL Energy,
which owns and operates power plants in the U.S. and abroad; and
FPL FiberNet, which owns and leases fiber optic networks in
Florida and the Southeast.
Since joining FPL Group in 1989, Mr. Broadhead has successfully
focused the company's efforts on strengthening its core business,
Florida Power & Light, and expanding its energy-related operations
outside of Florida. At Florida Power & Light, Mr. Broadhead has
emphasized lower costs, improved quality and customer focus, and
increased speed and flexibility. As a result of the company's
success in those areas, the price FPL customers pay for
electricity is 15 percent lower than the national average. At the
same time, service reliability remains well above the national
average. Outside Florida, Mr. Broadhead has employed a strategy
utilizing the company's proven strengths in the generation of
electricity, with particular emphasis on environmentally favored
fuels such as natural gas, wind, solar and hydro.
Prior to joining FPL Group, Mr. Broadhead was president of GTE
Telephone Operations and a member of GTE's board of directors.
Before his association with GTE, Mr. Broadhead was president of
St. Joe Minerals Corporation. He had previously served in a
variety of positions there beginning in 1968, including general
counsel, vice president of corporate development, vice president
of finance for St. Joe Petroleum Corporation, and president of St.
Joe Zinc Company.
Mr. Broadhead received a bachelor's degree in mechanical
engineering from Cornell University in 1958 and a juris doctor
degree in 1963 from Columbia University Law School. He is a
director of Delta Air Lines, Inc., the Pittston Company, and New
York Life Insurance Company, and a Trustee of Cornell University.
He also is a member of the Business Roundtable and the Business
Council.
Mr. Broadhead is past chairman of the Florida Olympic Committee
and of Partners in Productivity, a state and private partnership
to improve the efficiency and effectiveness of Florida's
government. He also is past president of the Foundation for the
Malcolm Baldrige National Quality Award.
<PAGE>
Logo of Entergy Picture of J. Wayne Leonard
J. Wayne Leonard
Chief Executive Officer
Entergy Corporation
J. Wayne Leonard is chief executive officer of Entergy
Corporation, a U.S.-based global energy company with power
production, distribution operations and related diversified
services. Entergy is the third-largest U.S. generator of electric
power, and its utilities serve 2.5 million customers in four
states. Mr. Leonard joined Entergy in April 1998 as president
and chief operating officer of domestic business units. He
assumed responsibility for Entergy's international operations in
August 1998 and became chief executive officer in 1999.
Since Mr. Leonard became CEO, Entergy has focused its strategy on
the company's core competencies in power development and nuclear
generation, along with renewed attention to the core utility
business. The strategy has led to improvement in the company's
financial and operational performance. Under Mr. Leonard,
Entergy has focused on improving customer service and reliability
in its utility operations, building stronger relationships with
regulators, and managing a successful transition to competition.
The results of improved service to customers were seen in 1999,
as complaints to regulators declined by 33 percent and Entergy
ranked first among U.S. electric utilities in year-over-year
improvement in customer satisfaction.
Prior to joining Entergy, Mr. Leonard was president of
the Energy Commodities Strategic Business Unit at
Cinergy Corp. and of Cinergy Capital and Trading. He was
responsible for all power plants and support operations;
fuel procurement; environmental management; national commodity
electric trading, origination and marketing; risk management
and capital services.
Mr. Leonard began his career at PSI Energy, serving as the
company's senior vice president and chief financial
officer from 1989 to 1994. Upon the merger with The Cincinnati
Gas & Electric Company, which created Cinergy in 1994,
Mr. Leonard was named group vice president and chief financial
officer, in which capacity he served until 1996.
Mr. Leonard earned his bachelor's degree in accounting in 1973
from Ball State University and his master's degree in business
administration in 1987 from Indiana University. He is a member of
the American Institute of Certified Public Accountants. He serves
on the Boards of Directors for the New Orleans YMCA, the New
Orleans Museum of Art, the New Orleans United Way, and the Edison
Electric Institute. He is also a member of the Tulane University
President's Council, the Committee for a Better New Orleans, the
Business Council of New Orleans, and the Business Roundtable.
In August 1999, Mr. Leonard was asked by President Clinton to
lead a new Mississippi River Delta business-to-business mentoring
effort called BusinessLINC.
<PAGE>
FAQs / Website
1. Why are FPL Group and Entergy merging?
The merger creates one of the largest, strongest and cleanest
energy companies in the nation. It combines two high
performance cultures to create a company that will be ranked
the:
- #1 electric utility serving more than 6.3 million
customers
- #1 power producer with a generating capacity of more
than 48,000 megawatts
- #2 nuclear power generator with more than 10,000
megawatts
- #2 among utilities in market capitalization at $16.4
billion
The combined company will be one of the nation's largest
independent power producers with nearly 10,000 net
megawatts.
Through this combination of two leading companies, we
expect to achieve tremendous potential for enhanced
performance and accelerated growth. This combination is
a perfect fit. Both companies are strong operators,
particularly of nuclear and natural gas-fired generation
plants, with a relentless focus on system reliability and
customer service.
In addition to the enhanced opportunities in our utility
business, we expect our substantial combined independent
power projects and marketing and trading organizations to
drive higher growth as we are able to increase the amount
of competitive energy we sell into key markets.
In summary, we believe the combination of our
complementary strategies, skills, geographies and
financial strength will make this an unbeatable
combination.
2. What will shareholders receive when the merger is
completed?
Each holder of FPL Group common stock will receive 1.00
share of the new holding company for each share of FPL
Group common stock, and each holder of Entergy common
stock will receive 0.585 of a share of the new holding
company for each share of Entergy common stock, in a tax-
free, stock-for-stock exchange.
The combined company will have a total enterprise value
of $27 billion, ($16.4 billion in equity market
capitalization and $10.7 billion in debt and preferred
stock) based on the closing stock prices of both
companies on Friday, July 28, 2000. Based on the number
of common shares currently outstanding, FPL Group
shareholders will own 57 percent of the common equity
of the combined company, and Entergy shareholders will
own 43 percent.
3. Will this transaction be immediately accretive?
The transaction will be immediately accretive to both
companies, based on consensus security analysts' earnings
estimates.
4. What is the combined company's expected earnings growth?
With the combination of revenue enhancement opportunities and
the cost synergies, we expect to deliver average annual
earnings per share growth of ten percent or more over the
next several years fueled by a combination of revenue
enhancement opportunities and cost savings. In addition, our
strong balance sheet and increased cash flows will enable our
new company to pursue profitable growth opportunities.
5. What will be the combined company's dividend policy?
The newly combined company expects to pay a dividend that is
consistent with FPL Group's current dividend policy. Based
on FPL Group's current annual dividend of $2.16 per share,
Entergy's shareholders would receive $1.26 per share on an
as-converted basis compared to Entergy's current dividend of
$1.20 per share.
6. Will the merger result in savings?
The combined company expects the merger will provide annual
synergies growing from $150 million to $275 million over the
first few years after closing. Of the total, the regulated
businesses should realize annual cost savings of $110 million
to $150 million, derived from eliminating duplicate corporate
and administrative positions and programs, as well as
procurement economies. The competitive businesses expect
annual cost savings and revenue enhancements of $40 million
to $125 million. Additionally, the competitive businesses
expect to realize annual capital expenditure savings of $50
million to $100 million.
7. When will the transaction be completed?
The companies' objective is to complete the transaction
within 15 months.
8. When will shareholders vote on this transaction?
It is expected that the shareholders will vote on the
transaction in the first quarter of 2001. Shareholders will
receive proxy materials describing the transaction in detail
approximately one month prior to the vote.
9. What approvals are required to complete the transaction?
The merger requires the approval of shareholders of both
companies, the Securities and Exchange Commission, the
Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, and the Federal Communications Commission; the
expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act; and the
completion of regulatory procedures in Arkansas, Florida,
Louisiana, Mississippi, Texas and the city of New Orleans.
10. What will the name of the new company be?
The company will be named at a later date.
11. Who will lead the new company?
James L. Broadhead, chairman and chief executive officer of
FPL Group, Inc., will serve as chairman of the combined
company, and J. Wayne Leonard, chief executive officer of
Entergy Corporation will become president and chief executive
officer.
12. What will be the composition of the board of directors?
The new company's board of directors, which will include both
Mr. Broadhead and Mr. Leonard, will initially consist of 15
members, eight from FPL Group and seven from Entergy.
13. Where will the corporate headquarters be located?
The merged company will locate its corporate headquarters in
Juno Beach, FL and will have its Utility Group headquarters
in New Orleans, LA. Each of the company's six utilities will
continue to maintain its headquarters at its present
location.
14. Who can help answer my questions?
FPL Group shareholders can contact Boston EquiServe at 888-
218-4392 or by written correspondence addressed to Boston
Equiserve, L.P., P.O. Box 8040, Boston,
MA 02266-8040. They can also contact FPL Shareholders
Services at (800) 222-4511.
Entergy shareholders can contact Entergy Investor Relations
Department at 800-292-9960 or by written correspondence
addressed to Investor Relations Department, Entergy
Corporation, P.O. Box 61000, L-ENT-16I, New Orleans,
LA 70113.
# # #
<PAGE>
Powerpoint Presentation
FPL Group,Inc./Entergy Corporation
Monday, July 31, 2000
FPL Group, Inc Entergy Corporation
Company Logo Company Logo
Slide Presentation
SLIDE 0
[FPL Group Logo][Entergy Logo]
SLIDE 1
[FPL Group Logo][Entergy Logo]
A Powerful Combination
July 31, 2000
Today's Presenters
James L. Broadhead
Chairman, President and
Chief Executive Officer
FPL Group, Inc.
J. Wayne Leonard
Chief Executive Officer
Entergy Corporation
SLIDE 2
[FPL Group Logo][Entergy Logo]
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 Corporation's most recent reports filed with the
Securities and Exchange Commission.
SLIDE 3
[FPL Group Logo][Entergy Logo]
James L. Broadhead
Chairman, President and
Chief Executive Officer
FPL Group, Inc.
SLIDE 4
[FPL Group Logo][Entergy Logo]
Transaction Highlights
Merger of Equals: FPL Group Owns 57% (1.0 share)
Entergy Owns 43% (0.585 share)
Management: James L. Broadhead - Chairman
J. Wayne Leonard - President & CEO
Board Members: 8 from FPL Group
7 from Entergy
Corporate HQ: Juno Beach, Florida
New Orleans, Louisiana
Dividend: FPL Group's - Currently$2.16
SLIDE 5
[FPL Group Logo][Entergy Logo]
Creating Shareholder Value
- Transaction is immediately accretive
- Annual synergies of $150 million - $275 million
- Earnings per share growth of 10% or more
- Secure dividend
- $1 billion share repurchase authorization
SLIDE 6
[FPL Group Logo][Entergy Logo]
Substantial Anticipated Synergies
2002-2004 Annual Synergies Growth* ($M)
[Bar chart depicting]
Utility 150
110
+
Competitive 125
40
+
Competitive CapEx 100
50
=
Total Synergies $375 in 2004
$200 in 2002
* Synergies are pre-tax and do not include cost to achieve.
SLIDE 7
[FPL Group Logo][Entergy Logo]
Regulatory Action Plan
[Chart]
Federal: SEC FERC NRC
State/Local: AR FL LA TX MS New Orleans
Target: Close Within 15 Months
SLIDE 8
[FPL Group Logo][Entergy Logo]
A Powerful Combination
- Scope and scale to exploit changing marketplace
SLIDE 9
[FPL Group Logo][Entergy Logo]
Creating an Industry Leader
U.S. Utility Ranking
[Star Chart depicting]
Customers 6.3 million #1
Generation Capacity 48,000+ MW #1
Nuclear Generation 10,000+ MW #2
Equity Market Value $16.4 billion #2
SLIDE 10
[FPL Group Logo][Entergy Logo]
A Powerful Combination
- Scope and scale to exploit changing marketplace
- Superior financial strength
- Strong set of core competencies
- Management focus on shareholder value
SLIDE 11
[FPL Group Logo][Entergy Logo]
A Merger of Equals
The Nation's Largest Power Company
Top-Performing Super-Regional Utility
Leading Wholesale Energy Business
SLIDE 12
[FPL Group Logo][Entergy Logo]
A Super Regional Utility
[Map depicting service territory of FPL and Entergy]
38,400 MW Capacity
6.3 Million Customers
SLIDE 13
[FPL Group Logo][Entergy Logo]
A Top-Performing Utility
What's Needed for Success Combined
Platform
Strong Customer Base #1 in customers
High growth regions
Superior generating capacity #1 in
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
SLIDE 14
[FPL Group Logo][Entergy Logo]
A Merger of Equals
The Nation's Largest Power Company
Top-Performing Super-Regional Utility
Leading Wholesale Energy Business
SLIDE 15
[FPL Group Logo][Entergy Logo]
Strong Combined Presence in Key Regions
A Leading Indepenent Power Producer
[Map of the United States depicting FPL and Entergy IPP
sites]
SLIDE 16
[FPL Group Logo][Entergy Logo]
A Leading Wholesale Energy Business
What's Needed for Success Combined Platform
Large Generation Base 9,800 MW, predominately
Nuclear and gas
Development pipeline Growing to 30,000+ MW by
2004
Construction skills Low-cost
construction, turbine
availability
& scale economies (Shaw)
Superior plant operations World-class skills
Risk management Top 10 trading company (Koch)
& asset optimization
Regional portfolios Complementary regional
presence
SLIDE 17
[FPL Group Logo][Entergy Logo]
J. Wayne Leonard
Chief Executive Officer
Entergy Corporation
SLIDE 18
[FPL Group Logo][Entergy Logo]
A Merger of Equals
The Nation's Largest Power Company
Top-Performing Super-Regional Utility
Leading Wholesale Energy Business
SLIDE 19
[FPL Group Logo][Entergy Logo]
A Diversified and Balanced Customer Base
1999 Retail MWh by Customer Class (%)
[Pie charts depicting the following]
Residential Commercial Industrial Other
Entergy 30% 24% 43% 3%
FPL Group 52% 41% 5% 2%
Combined 41% 31% 25% 3%
SLIDE 20
[FPL Group Logo][Entergy Logo]
The Largest Generator - and One of the Cleanest
Capacity by Generation Mix
[Bar chart depicting thousands of MWs by type of plant
(oil/other, coal, nuclear, and gas)]
Clean MW in 000s % clean (gas + nuclear)
Combined 31 79%
AEP/CSR 11 29%
SO 5 15%
PE/UCM 16 58%
ETR 18 80%
TXU 15 72%
ED/NU 12 69%
CPL/FPC 7 43%
DUK 7 39%
FPL 13 78%
SLIDE 21
[FPL Group Logo][Entergy Logo]
An Environmental Advantage - Low Emissions
[Bar charts depicting lbs/MWh of CO2, SO2, and NOx Emissions
for various utilities including FPL and ETR]
Source: Natural Resource Defense Council, 1998, for SPELEC
companies available
SLIDE 22
[FPL Group Logo][Entergy Logo]
A Merger of Equals
The Nation's Largest Power Company
Top-Performing Super-Regional Utility
Leading Wholesale Energy Business
SLIDE 23
[FPL logo][Entergy logo]
A Growing Competitive Portfolio
[Pie charts showing total MW of competitive generation in
2000 and 2004, and composition by fuel type]
SLIDE 24
[FPL logo][Entergy logo]
Turbine Availability Supports Growth
[Bar graph reflecting cumulative MW from 2000 to 2005 and
number of turbines delivered each year]
SLIDE 25
[FPL logo][Entergy logo]
Aggressive Development Schedule
Cumulative MW Operating
[Graph reflecting projected growth from 2000 to 2004 in
nonregulated generation capacity]
SLIDE 26
[FPL logo][Entergy logo]
Premier National Nuclear Company
What's Needed for Success Combined Platform
Nuclear core competency Recognized leader in industry
with PWR, BWR, turnaround
experience
Large fleet More than 10,000 MWs
Regional economies of scale 2,475 MW in Northeast
Decommissioning capabilities Building expertise through
service contracts
Management resources Strong, deep bench
Strong regulatory interface Experience with license
transfer and extension
Efficient operations High plant availability
SLIDE 27
[FPL logo][Entergy logo]
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
Switching capability 100-150 MBPD
Access to retail load 6.3 million customers
SLIDE 28
[FPL logo][Entergy logo]
Scale Improves Optionality
Top 15 U.S. Consumers of Natural Gas
[Bar graph reflecting amount of natural gas used (BCF/D) in
1999 by top 15 U.S. consumers, and FPL/Entergy combined]
SLIDE 29
[FPL logo][Entergy logo]
Gateway - A Strategically Positioned Pipeline
[Map showing Entergy-Koch's Gateway Pipeline,
Williams/Duke's Proposed Buccaneer Pipeline and
Enron/Sonat's Florida Gas Transport Pipeline]
SLIDE 30
[FPL logo][Entergy logo]
FPL FiberNet - A Value Enhancer
[Maps showing FPL FiberNet of 1,600 route miles and Entergy
Fiber Network of 2,150 route miles]
Combined Platform
-3,750 route miles
-FPL FiberNet building 15 metro intra-city networks and
plans >500,000 fiber miles
-Opportunity to extend to Entergy's metro areas
SLIDE 31
[FPL logo][Entergy logo]
Financial Headroom
[Scatter diagram reflecting 2000 Estimated Dividend Payout
percentages and Common Equity Ratios of certain utility
companies]
SLIDE 32
[FPL logo][Entergy logo]
Strong Cash Flow
Operating Cash Flows
[Bar graph of operating cash flows for 2002, 2003 and 2004
(in billions of dollars)]
SLIDE 33
[FPL logo][Entergy logo]
"Pure Play" Value Proposition
Sources of Value
6.3 million customers
+48,000 MW generation
+20,000 MW project pipeline
+10,000 mile gas pipeline
+Trading and marketing
+21,500 transmission miles
+151,900 distribution miles
+3,750 route mile fiber network
=A Wealth of Value
SLIDE 34
[FPL logo][Entergy logo]
A Powerful Combination
Strategy:
-Maintain and enhance utility operations
-Profitably grow wholesale portfolio
-Enhance growth through additional strategic ventures
Platform:
-Premier utility franchises in growing Gulf South region
-Strategically positioned on nation's largest natural gas
resource
-48,000 MW of balanced generation capacity
-World-class trading and market capabilities
Execution:
-Proven management team
-Track record of delivering on our promises
Results:
-Earnings per share growth of 10% or more
-Excellent cash flow position
-Strong balance sheet
-Immediately accretive
SLIDE 35
[FPL logo][Entergy logo]
Addendum
In connection with the proposed merger, FPL Group, Inc. and
Entergy Corporation will file a joint proxy statement /
prospectus with the Securities and Exchange Commission.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT
PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of the joint proxy
statement / prospectus (when available) and other documents
filed by FPL Group, Inc. and Entergy Corporation with the
Commission at the Commission's web site at
http://www.sec.gov. Free copies of the joint proxy statement
/ prospectus, once available, and each company's other
filings with the Commission may also be obtained from the
respective companies. Free copies of the FPL Group's filings
may be obtained by directing a request to FPL Group, Inc.,
700 Universe Blvd., P.O. Box 14000, Juno Beach, FL 33408-
0420, Telephone: (561) 694-4000. Free copies of Entergy's
filings may be obtained by directing a request to Entergy
Corporation, 639 Loyola Avenue, New Orleans, Louisiana
70113, Telephone: (504) 576-4000.
Participants in Solicitation
FPL Group, Inc., Entergy Corporation and their respective
directors, executive officers and other members of their
management and employees may be soliciting proxies from
their respective stockholders in favor of the merger.
Information concerning FPL Group's participants in the
solicitation is set forth in FPL Group's Current Report on
Form 8-K filed with the Commission on July 31, 2000, and
information concerning Entergy's participants in the
solicitation is set forth in Entergy's Current Report on
Form 8-K filed with the Commission on July 31, 2000.
SLIDE 36
[FPL logo][Entergy logo]
A Powerful Combination
<PAGE>
This document is being filed pursuant to rule 425 under the
securities act of 1933 and deemed filed pursuant to rule 14a-12 under
the exchange act of 1934. This document does not constitute an offer
of sale of securities.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, FPL Group, Inc. and Entergy
Corporation will file a joint proxy statement/prospectus with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus (when available) and other documents filed
by FPL Group, Inc. and Entergy Corporation with the Commission at the
Commission's web site at http://www.sec.gov. Free copies of the
joint proxy statement/prospectus, once available, and each company's
other filings with the Commission may also be obtained from the
respective companies. Free copies of the FPL Group's filings may be
obtained by directing a request to FPL Group, Inc., 700 Universe
Blvd., P.O. Box 14000, Juno Beach, FL 33408-0420, Telephone: (561)
694-4000. Free copies of Entergy's filings may be obtained by
directing a request to Entergy Corporation, 639 Loyola Avenue, New
Orleans, Louisiana 70113, Telephone: (504) 576-4000.
PARTICIPANTS IN SOLICITATION
Entergy Corporation and their respective directors, executive
officers and other members of their management and employees may be
soliciting proxies from their respective stockholders in favor of the
merger. Information concerning Entergy's participants in the
solicitation is set forth in Entergy's Current Report on Form 8-K
filed with the Commission on July 31, 2000.
