Does this amendment contain new financial results for FPL Group in 2005?

No. The amendment restates only Part III (Items 10 through 14) and adds certifications under Part IV. Financial statements, MD&A, and risk factors remain in the original 10-K filed February 23, 2006, and this amendment does not change them.

How would the Constellation Energy merger affect FPL Group shareholders?

Each FPL Group share would convert into one Constellation Energy share, and former FPL Group holders would own about 60% of the combined company. The deal is a tax-free stock-for-stock exchange accounted for as a purchase of Constellation, and it requires shareholder and regulatory approvals. The companies target completion by the end of 2006, but closing is not assured.

Are executives paid large sums if the merger closes?

The December 2005 amendments state that signing and closing the Constellation merger will not itself constitute a change in control for executive retention agreements, so those severance and vesting protections do not automatically take effect. Individual executives may rescind this amendment within two to three years after closing if they are terminated without cause, their terms are adversely changed, or Mr. Hay is no longer CEO, and in that case certain change-in-control payments could apply.

How much did the CEO earn in 2005 and how is pay tied to performance?

Lewis Hay III received a $1.0 million base salary, a $1.74 million bonus, $2.22 million in restricted stock awards, $7.06 million in LTIP payouts, and 100,000 options granted at $36.95, and his total compensation exceeded $12 million under the summary table. Bonuses and performance shares are tied to adjusted net income targets, and performance share payouts are capped at 160% of target.

Who are the largest shareholders and how much insider ownership exists?

Fidelity Management Trust Company holds 25.35 million shares (6.3%) as trustee for the company's retirement savings plans, and Capital Research and Management Company holds 21.6 million shares (5.3%). Directors and executive officers as a group beneficially own about 3.43 million shares, including options exercisable within 60 days, which is under 1% of common stock on a basic basis.

NEE 10-K FY2005 Annual Report — Revenue, Net Income, EPS

01—Abstract

Summary

Summary of the 10-K/A filed April 28, 2006. Cited figures are marked; the original filing is the authoritative source.

This Form 10-K/A (Amendment No. 1) for fiscal year 2005 was filed by FPL Group, Inc. (the registrant later renamed NextEra Energy, Inc., ticker NEE, which may be the source of the NEE reference) and was filed because the company would not file its 2006 proxy statement within 120 days of year-end.

It restates only Part III (Items 10 through 14) and Part IV exhibits, so it contains no financial statements, MD&A, or business description. Investors should read it as a governance and compensation disclosure, not as a financial update. The original 10-K was filed February 23, 2006, and this amendment does not change it except as stated.

The most material item is the proposed merger with Constellation Energy Group, signed in December 2005. FPL Group shareholders would own about 60%^a of the combined company and Constellation shareholders about 40%, with the transaction accounted for as a purchase of Constellation. Completion depends on shareholder and regulatory approvals and is targeted for the end of 2006.

Related amendments to executive retention agreements, effective December 18, 2005, state that the merger will not trigger change-in-control benefits, although some executives may rescind this waiver within two to three years after closing if specified adverse events occur. Other disclosures include board changes (the board shrinks from twelve to ten members as H. Jesse Arnelle and Frank G.

Zarb retire), CEO Lewis Hay III's 2005 compensation (about $1.0 million^b salary, $1.74 million bonus, $2.2 million in restricted stock, $7.1 million in LTIP payouts, and 100,000 options), audit fees of $5.53 million for 2005 versus $4.98 million for 2004, and ownership data showing Fidelity Management Trust at 6.3% and Capital Research at 5.3% of common stock. Non-affiliate market value was about $16.5 billion as of June 30, 2005, with 394.9 million shares outstanding.

02—Key points

Key Highlights

Filing type and scope: 10-K/A restating only Part III (Items 10-14) because the 2006 proxy statement would not be filed within 120 days of fiscal year-end; no financial statements are included.
Pending merger: FPL Group agreed in December 2005 to combine with Constellation Energy Group, with FPL Group holders owning about 60% and Constellation holders about 40% of the combined company, accounted for as a purchase; closing targeted for end of 2006.
Executive retention protections: December 18, 2005 amendments state the merger will not trigger change-in-control benefits, with rescission rights for most named officers within two to three years after closing if specified adverse events occur.
Board changes: the board is reduced from twelve to ten members, as H. Jesse Arnelle and Frank G. Zarb retire immediately before the 2006 annual meeting.
CEO compensation: Lewis Hay III's 2005 package included a $1.0 million salary, $1.74 million bonus, $2.2 million in restricted stock awards, $7.06 million in LTIP payouts, and 100,000 stock options.
Audit and fees: Deloitte & Touche billed $5.53 million in total fees for 2005 (audit $2.99 million, audit-related $2.38 million, tax $0.17 million) versus $4.98 million in 2004, with no other fees.
Ownership: Fidelity Management Trust Company (6.3%) and Capital Research and Management Company (5.3%) are the only disclosed 5% holders; directors and executive officers as a group beneficially own about 3.4 million shares, less than 1% of common stock.

03—Questions

Frequently Asked Questions

Does this amendment contain new financial results for FPL Group in 2005?
No. The amendment restates only Part III (Items 10 through 14) and adds certifications under Part IV. Financial statements, MD&A, and risk factors remain in the original 10-K filed February 23, 2006, and this amendment does not change them.
How would the Constellation Energy merger affect FPL Group shareholders?
Each FPL Group share would convert into one Constellation Energy share, and former FPL Group holders would own about 60% of the combined company. The deal is a tax-free stock-for-stock exchange accounted for as a purchase of Constellation, and it requires shareholder and regulatory approvals. The companies target completion by the end of 2006, but closing is not assured.
Are executives paid large sums if the merger closes?
The December 2005 amendments state that signing and closing the Constellation merger will not itself constitute a change in control for executive retention agreements, so those severance and vesting protections do not automatically take effect. Individual executives may rescind this amendment within two to three years after closing if they are terminated without cause, their terms are adversely changed, or Mr. Hay is no longer CEO, and in that case certain change-in-control payments could apply.
How much did the CEO earn in 2005 and how is pay tied to performance?
Lewis Hay III received a $1.0 million base salary, a $1.74 million bonus, $2.22 million in restricted stock awards, $7.06 million in LTIP payouts, and 100,000 options granted at $36.95, and his total compensation exceeded $12 million under the summary table. Bonuses and performance shares are tied to adjusted net income targets, and performance share payouts are capped at 160% of target.
Who are the largest shareholders and how much insider ownership exists?
Fidelity Management Trust Company holds 25.35 million shares (6.3%) as trustee for the company's retirement savings plans, and Capital Research and Management Company holds 21.6 million shares (5.3%). Directors and executive officers as a group beneficially own about 3.43 million shares, including options exercisable within 60 days, which is under 1% of common stock on a basic basis.

04—Continue

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