10-K/APeriod: FY2005

NEXTERA ENERGY INC Annual Report (Amendment), Year Ended Dec 31, 2005

Filed April 28, 2006For Securities:NEENEE-PNNEE-PSNEE-PTNEE-PWNEE-PVNEE-PU

Summary

This filing from NextEra Energy Inc. (NEE), then known as FPL Group, Inc., provides details primarily related to security ownership and executive compensation plans as of December 31, 2005. Key for investors is the announcement of a proposed merger with Constellation Energy Group, Inc., expected to close by the end of 2006. This transaction, structured as a stock-for-stock exchange, would result in former FPL Group shareholders owning approximately 60% of the combined entity, which will be accounted for as an acquisition of Constellation Energy. The filing also details significant equity compensation plans available to employees and highlights the beneficial ownership of FPL Group's common stock by major institutional investors and its own management and directors.

Key Highlights

  • 1Proposed Merger with Constellation Energy Group, Inc. pending shareholder and regulatory approvals, expected to close by year-end 2006.
  • 2FPL Group shareholders are expected to own 60% of the combined company post-merger, with FPL Group accounting for the transaction as an acquisition.
  • 3Details equity compensation plans, including over 7.2 million securities issuable under approved plans with an average exercise price of $27.48.
  • 4Fidelity Management Trust Company (6.3%) and Capital Research and Management Company (5.3%) are identified as major beneficial owners of FPL Group common stock.
  • 5Senior management and directors collectively beneficially own less than 1% of FPL Group common stock, but hold significant options and phantom shares.
  • 6Audit fees for Deloitte & Touche LLP totaled $2.985 million in 2005, with total fees for professional services reaching $5.533 million.
  • 7All services from the independent auditor, Deloitte & Touche LLP, are pre-approved by the FPL Group Audit Committee.

Frequently Asked Questions

The most significant event is the proposed merger between FPL Group (now NextEra Energy) and Constellation Energy Group, Inc. This merger was announced in December 2005 and was anticipated to close by the end of 2006, subject to shareholder and regulatory approvals. It was structured as a stock-for-stock exchange where FPL Group shareholders were expected to hold 60% of the combined entity.

According to the filing as of March 14, 2006, the largest beneficial owners of FPL Group common stock were Fidelity Management Trust Company, holding 6.3% (25,351,470 shares), and Capital Research and Management Company, holding 5.3% (21,608,000 shares).

FPL Group had equity compensation plans in place as of December 31, 2005. Under approved plans, there were 7,228,617 securities issuable upon exercise of outstanding options, warrants, and rights at a weighted-average exercise price of $27.48. Additionally, 12,477,628 securities remained available for future issuance under these approved plans. There were also a smaller number of securities under non-approved plans.

In the fiscal year ended December 31, 2005, FPL Group paid Deloitte & Touche LLP a total of $5,533,000. This amount was comprised of $2,985,000 in audit fees, $2,378,000 in audit-related fees, and $170,000 in tax fees. All services provided by the auditor were subject to pre-approval by the Audit Committee.