Bond NextEra Energy Capital Group 5.125% ( US65339K8036 ) in USD

Issuer NextEra Energy Capital Group
Market price refresh price now   100 %  ▲ 
Country  United States
ISIN code  US65339K8036 ( in USD )
Interest rate 5.125% per year ( payment 2 times a year)
Maturity 15/11/2072



Prospectus brochure of the bond NextEra Energy Capital Holdings US65339K8036 en USD 5.125%, maturity 15/11/2072


Minimal amount 25 USD
Total amount 500 000 000 USD
Cusip 65339K803
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 15/11/2025 ( In 99 days )
Detailed description NextEra Energy Capital Holdings, Inc. is a subsidiary of NextEra Energy, Inc., focused on investing in and owning renewable energy projects such as wind and solar power, and providing financing for those projects.

This detailed financial article presents a specific bond issuance by NextEra Energy Capital Holdings, a wholly-owned subsidiary of NextEra Energy, Inc., a prominent clean energy company and one of North America's largest electric power entities. NextEra Energy Capital Holdings primarily functions as a strategic financing vehicle, supporting the expansive operations of its parent company, including the regulated utility Florida Power & Light Company (FPL) and the competitive energy business NextEra Energy Resources, LLC. The issuer's financial stability is inherently linked to the robust performance and diverse asset base of NextEra Energy, underpinned by its critical role in energy infrastructure and renewable development. The debt instrument under review is an obligation identified by the ISIN US65339K8036 and the CUSIP 65339K803, issued from the United States. Currently, this bond is trading at its par value of 100% in US Dollars (USD), reflecting its market valuation. It features a fixed annual interest rate of 5.125%, with interest payments disbursed semiannually, corresponding to a payment frequency of two times per year. The total size of this particular bond issuance amounts to $500,000,000, signifying a substantial capital raise. Prospective investors can acquire this bond with a minimum purchase size of 25 units. A defining characteristic of this offering is its remarkably long maturity date, set for November 15, 2072, positioning it as a long-duration fixed-income asset. The bond's credit quality is evaluated by two leading rating agencies: Standard & Poor's has assigned a 'BBB' rating, and Moody's has provided a 'Baa2' rating. Both classifications place the bond firmly within the investment-grade category, indicating a relatively low credit risk and underscoring the issuer's strong financial profile and operational resilience within the energy sector.







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TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE





Maximum Aggregate
Amount of
Title of Each Class of Securities to be Registered

Offering Price

Registration Fee(1)(2)

NextEra Energy Capital Holdings, Inc. Series I Junior Subordinated
Debentures due November 15, 2072

$500,000,000

$68,200

NextEra Energy, Inc. Junior Subordinated Guarantee of NextEra Energy
Capital Holdings, Inc. Junior Subordinated Debentures(3)



(4)

Total

$500,000,000

$68,200

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in Registration Statement
Nos. 333-183052, 333-183052-01, and 333-183052-02.
(3)
The value attributable to the NextEra Energy, Inc. subordinated guarantee, if any, is reflected in the offering price of the NextEra Energy Capital
Holdings, Inc. Series I Junior Subordinated Debentures due November 15, 2072.
(4)
Pursuant to Rule 457(n) under the Securities Act, no separate fee for the NextEra Energy, Inc. subordinated guarantee is payable.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Nos. 333-183052,
333-183052-01, and 333-183052-02
PROSPECTUS SUPPLEMENT
(To prospectus dated August 3, 2012)
NextEra Energy Capital Holdings, Inc.
$500,000,000
Series I Junior Subordinated Debentures due November 15, 2072
The Series I Junior Subordinated Debentures will be
Unconditionally and Irrevocably Guaranteed by
NextEra Energy, Inc.
The Series I Junior Subordinated Debentures (the "Junior Subordinated Debentures") will bear interest at 5.125% per year. NextEra Energy Capital Holdings, Inc. ("NEE Capital") will
pay interest on the Junior Subordinated Debentures on February 15, May 15, August 15 and November 15 of each year, beginning February 15, 2013. The Junior Subordinated Debentures will
be issued in registered form and in denominations of $25 and integral multiples thereof. The Junior Subordinated Debentures will mature on November 15, 2072. NEE Capital, at its option,
may redeem the Junior Subordinated Debentures at the times and the prices described in this prospectus supplement.
NEE Capital may defer interest payments on the Junior Subordinated Debentures on one or more occasions for up to 10 consecutive years per deferral period as described in this
prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate on the Junior Subordinated Debentures, to the extent permitted by applicable
law.
NEE Capital intends to apply to list the Junior Subordinated Debentures on the New York Stock Exchange. If approved for listing, trading on the New York Stock Exchange is expected
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to commence within 30 days after the Junior Subordinated Debentures are first issued.
See "Risk Factors" beginning on page S-6 of this prospectus supplement to read about certain factors you should consider before making
an investment in the Junior Subordinated Debentures.
Neither the Securities and Exchange Commission nor any other securities commission in any jurisdiction has approved or disapproved of the Junior Subordinated Debentures or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Junior
Subordinated


Debenture

Total

Price to Public(1)

$
25.00
$
500,000,000
Underwriting Discount(2)

$
0.7875
$
15,750,000
Proceeds to NEE Capital (before expenses)(2)

$
24.2125
$
484,250,000
(1)
In addition to the Price to Public set forth above, each purchaser will pay an amount equal to the interest, if any, accrued on the Junior Subordinated Debentures from the date that the
Junior Subordinated Debentures are originally issued to the date that they are delivered to that purchaser.
(2)
Underwriting commissions of $0.7875 per Junior Subordinated Debenture (or up to $15,750,000 for all Junior Subordinated Debentures) will be deducted from the proceeds paid to
NEE Capital by the underwriters. However, the commission will be $0.50 per Junior Subordinated Debenture for sales to institutions and, to the extent of such sales, the total
underwriting discount will be less than the amount set forth herein. As a result of sales to institutions, the total proceeds to NEE Capital increased by $235,520. Other expenses of the
offering will be paid by NEE Capital except as discussed under "Underwriting" in this prospectus supplement.
The Junior Subordinated Debentures are expected to be delivered in book-entry only form through The Depository Trust Company for the accounts of its participants, including
Clearstream Banking, société anonyme, and/or Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about November 19, 2012.
UBS Investment Bank acted as structuring advisor and Morgan Stanley & Co. LLC acted as billing and delivery agent for this transaction.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup

Morgan Stanley

UBS Investment Bank

Wells Fargo Securities
Co-Managers
Raymond James

RBC Capital Markets

The date of this prospectus supplement is November 14, 2012.
Table of Contents
You should rely only on the information incorporated by reference or provided in this prospectus supplement and in the accompanying
prospectus and in any written communication from NEE Capital, NextEra Energy, Inc. ("NEE") or the underwriters specifying the final terms
of the offering. None of NEE Capital, NEE or the underwriters has authorized anyone else to provide you with additional or different
information. None of NEE Capital, NEE or the underwriters is making an offer of the Junior Subordinated Debentures in any jurisdiction
where the offer is not permitted. You should not assume that the information in this prospectus supplement or in the accompanying prospectus
is accurate as of any date other than the date on the front of those documents or that the information incorporated by reference is accurate as
of any date other than the date of the document incorporated by reference.
TABLE OF CONTENTS

Page
Prospectus Supplement
Prospectus Supplement Summary

S-1
Risk Factors

S-6
Selected Consolidated Income Statement Data of NEE and Subsidiaries
S-26
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Consolidated Ratio of Earnings to Fixed Charges
S-26
Consolidated Capitalization of NEE and Subsidiaries
S-27
Use of Proceeds
S-27
Certain Terms of the Junior Subordinated Debentures
S-27
Material United States Federal Income Tax Consequences
S-40
Underwriting
S-46

Prospectus
About this Prospectus

2
Risk Factors

2
NEE

2
NEE Capital

2
Use of Proceeds

2
Consolidated Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends
3
Where You Can Find More Information

3
Incorporation by Reference

3
Forward-Looking Statements

4
Description of NEE Common Stock

5
Description of NEE Preferred Stock

10
Description of NEE Stock Purchase Contracts and Stock Purchase Units

12
Description of NEE Warrants

12
Description of NEE Senior Debt Securities

12
Description of NEE Subordinated Debt Securities

12
Description of NEE Junior Subordinated Debt Securities

12
Description of NEE Capital Preferred Stock

13
Description of NEE Guarantee of NEE Capital Preferred Stock

14
Description of NEE Capital Senior Debt Securities

14
Description of NEE Guarantee of NEE Capital Senior Debt Securities

26
Description of NEE Capital Subordinated Debt Securities and NEE Subordinated Guarantee

28
Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee

28
Information Concerning the Trustees

43
Plan of Distribution

44
Experts

45
Legal Opinions

45
i
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
You should read the following summary in conjunction with the more detailed information incorporated by reference or provided in this prospectus
supplement or in the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain forward-looking statements (as
that term is defined in the Private Securities Litigation Reform Act of 1995). Forward-looking statements should be read with the cautionary statements
in the accompanying prospectus under the heading "Forward-Looking Statements" and the important factors discussed in this prospectus supplement
and in the incorporated documents. To the extent the following information is inconsistent with the information in the accompanying prospectus, you
should rely on the following information. You should pay special attention to the "Risk Factors" section beginning on page S-6 of this prospectus
supplement to determine whether an investment in the Junior Subordinated Debentures is appropriate for you.
NEE CAPITAL
The information in this section supplements the information in the "NEE Capital" section on page 2 of the accompanying prospectus.
NEE Capital owns and provides funding for all of NEE's operating subsidiaries other than Florida Power & Light Company ("FPL") and its
subsidiaries. NEE Capital was incorporated in 1985 as a Florida corporation and is a wholly owned subsidiary of NEE.
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NEE Capital's principal executive offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000,
and its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.
NEE
The information in this section supplements the information in the "NEE" section on page 2 of the accompanying prospectus.
NEE is a holding company incorporated in 1984 as a Florida corporation. NEE has two principal operating subsidiaries, FPL and, indirectly
through NEE Capital, NextEra Energy Resources, LLC ("NEER"). FPL is a rate regulated electric utility engaged primarily in the generation,
transmission, distribution and sale of electric energy in Florida. NEER is NEE's competitive energy subsidiary which produces the majority of its
electricity from clean and renewable sources.
NEE's principal executive offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000, and its
mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.

S-1
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SUMMARY--Q&A
What securities are being offered pursuant to this prospectus supplement?
NEE Capital is offering $500,000,000 aggregate principal amount of its Series I Junior Subordinated Debentures due November 15, 2072, which
will be referred to as the "Junior Subordinated Debentures" in this prospectus supplement. NEE Capital's corporate parent, NEE, has agreed to
unconditionally and irrevocably guarantee the payment of principal, interest and premium, if any, on the Junior Subordinated Debentures. The Junior
Subordinated Debentures will be issued in denominations of $25 and integral multiples thereof.
What interest will be paid by NEE Capital?
The Junior Subordinated Debentures will bear interest at 5.125% per year. Subject to NEE Capital's right to defer interest payments as described
below, interest is payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning February 15, 2013.
For a more complete description of interest payable on the Junior Subordinated Debentures, see "Certain Terms of the Junior Subordinated
Debentures--Interest and Payment."
What are the record dates for the payment of interest?
So long as all of the Junior Subordinated Debentures remain in book-entry only form, the record date for each interest payment date will be the
close of business on the business day (as defined below under "Certain Terms of the Junior Subordinated Debentures--Interest and Payment")
immediately preceding the applicable interest payment date. If any of the Junior Subordinated Debentures do not remain in book-entry only form, the
record date for each interest payment date will be the close of business on the fifteenth calendar day immediately preceding the applicable interest
payment date.
When can payment of interest be deferred?
So long as there is no event of default under the subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued, NEE
Capital may defer interest payments on the Junior Subordinated Debentures, from time to time, for one or more periods (each, an "Optional Deferral
Period") of up to 10 consecutive years per Optional Deferral Period. In other words, NEE Capital may declare at its discretion up to a 10-year interest
payment moratorium on the Junior Subordinated Debentures, and may choose to do that on more than one occasion. NEE Capital may not defer
payments beyond the maturity date of the Junior Subordinated Debentures (which is November 15, 2072). Any deferred interest on the Junior
Subordinated Debentures will accrue additional interest at a rate equal to the interest rate on the Junior Subordinated Debentures, to the extent permitted
by applicable law. Once all accrued and unpaid interest on the Junior Subordinated Debentures has been paid, NEE Capital can begin a new Optional
Deferral Period. However, NEE Capital has no current intention of deferring interest payments on the Junior Subordinated Debentures.
For a more complete description of NEE Capital's ability to defer the payment of interest, see "Certain Terms of the Junior Subordinated
Debentures--Option to Defer Interest Payments" and "Certain Terms of the Junior Subordinated Debentures--Modification of the Subordinated
Indenture" in this prospectus supplement and "Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee--
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Option to Defer Interest Payments" in the accompanying prospectus.
What restrictions are imposed on NEE Capital and NEE during an Optional Deferral Period?
During any period in which NEE Capital defers interest payments on the Junior Subordinated Debentures, neither NEE nor NEE Capital will, and
each will cause their majority-owned subsidiaries not to, do any of the following (with limited exceptions):
·
declare or pay any dividend or distribution on NEE's or NEE Capital's capital stock;

S-2
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·
redeem, purchase, acquire or make a liquidation payment with respect to any of NEE's or NEE Capital's capital stock;
·
pay any principal, interest or premium on, or repay, repurchase or redeem any of NEE's or NEE Capital's debt securities that are equal or
junior in right of payment with the Junior Subordinated Debentures or NEE's guarantee (the "Junior Subordinated Guarantee") of NEE
Capital's payment obligations under the Junior Subordinated Debentures (as the case may be); or
·
make any payments with respect to any NEE or NEE Capital guarantee of debt securities if such guarantee is equal or junior in right of
payment to the Junior Subordinated Debentures or the Junior Subordinated Guarantee (as the case may be).
See "Certain Terms of the Junior Subordinated Debentures--Option to Defer Interest Payments" and "Certain Terms of the Junior Subordinated
Debentures--Modification of the Subordinated Indenture" (which describes the right of NEE and NEE Capital to modify the restrictions described
above) in this prospectus supplement and "Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee--
Option to Defer Interest Payments" (which includes a description of the limited exceptions to the restrictions described above) in the accompanying
prospectus.
Even though you will not receive any interest payments on your Junior Subordinated Debentures during an Optional Deferral Period, you likely
will be required to include amounts in income for United States federal income tax purposes during such period, regardless of your method of
accounting for United States federal income tax purposes. You should consult with your own tax advisor regarding the tax consequences of an
investment in the Junior Subordinated Debentures. See "Material United States Federal Income Tax Consequences--U.S. Holders" in this prospectus
supplement.
If NEE Capital defers interest for a period of 10 consecutive years from the commencement of an Optional Deferral Period, NEE Capital will be
required to pay all accrued and unpaid interest at the conclusion of the 10-year period, and to the extent it does not do so, NEE will be required to make
guarantee payments in accordance with the Junior Subordinated Guarantee with respect thereto. If NEE Capital fails to pay in full all accrued and
unpaid interest at the conclusion of the 10-year period, such failure continues for 30 days and NEE fails to make guarantee payments with respect
thereto, an event of default that gives rise to acceleration of principal and interest on the Junior Subordinated Debentures will occur under the
subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued. See "Description of NEE Capital Junior Subordinated
Debentures and NEE Junior Subordinated Guarantee--Events of Default" and "Description of NEE Capital Junior Subordinated Debentures and NEE
Junior Subordinated Guarantee--Remedies" in the accompanying prospectus.
When can NEE Capital redeem the Junior Subordinated Debentures?
NEE Capital may redeem the Junior Subordinated Debentures at its option before their maturity:
·
in whole or in part on one or more occasions before November 15, 2017 at 100% of their principal amount plus accrued and unpaid
interest plus any applicable "make-whole premium;"
·
in whole or in part on one or more occasions on or after November 15, 2017 at 100% of their principal amount plus accrued and unpaid
interest;
·
in whole but not in part before November 15, 2017 at 100% of their principal amount plus accrued and unpaid interest, if certain changes
in tax laws, regulations or interpretations occur; or

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S-3
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·
in whole but not in part before November 15, 2017 at 102% of their principal amount plus accrued and unpaid interest if a rating agency
makes certain changes in the equity credit methodology for securities such as the Junior Subordinated Debentures.
The circumstances under which the Junior Subordinated Debentures may be redeemed, and the redemption prices, are more fully described below under
the captions "Certain Terms of the Junior Subordinated Debentures--Optional Redemption," "Certain Terms of the Junior Subordinated Debentures--
Right to Redeem Upon a Tax Event," and "Certain Terms of the Junior Subordinated Debentures--Right to Redeem Upon a Rating Agency Event" in
this prospectus supplement.
What is the ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee?
NEE Capital's payment obligation under the Junior Subordinated Debentures will be unsecured and will rank junior and be subordinated in right of
payment and upon liquidation to all of NEE Capital's Senior Indebtedness, and NEE's payment obligation under the Junior Subordinated Guarantee will
be unsecured and will rank junior and be subordinated in right of payment and upon liquidation to all of NEE's Senior Indebtedness. Senior
Indebtedness of NEE Capital and NEE are defined below under "Certain Terms of the Junior Subordinated Debentures--Ranking of the Junior
Subordinated Debentures and the Junior Subordinated Guarantee." However, the Junior Subordinated Debentures and the Junior Subordinated
Guarantee will rank equally in right of payment with any Pari Passu Securities, as defined below under "Certain Terms of the Junior Subordinated
Debentures--Ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee."
While NEE Capital is a holding company that derives substantially all of its income from its operating subsidiaries, NEE Capital's subsidiaries are
separate and distinct legal entities and have no obligation to make any payments on the Junior Subordinated Debentures or to make any funds available
for such payment. Therefore, the Junior Subordinated Debentures will be effectively subordinated to all indebtedness and other liabilities, including
trade payables, debt and preferred stock, incurred or issued by NEE Capital's subsidiaries. In addition to trade liabilities, many of NEE Capital's
operating subsidiaries incur debt in order to finance their business activities. All of this indebtedness will be effectively senior to the Junior
Subordinated Debentures. The subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on
the amount of Senior Indebtedness that NEE Capital may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred
stock, that NEE Capital's subsidiaries may issue, guarantee or otherwise incur. NEE Capital expects from time to time to incur additional indebtedness
and other liabilities and to guarantee indebtedness that will be senior to the Junior Subordinated Debentures. At November 13, 2012, NEE Capital's
Senior Indebtedness, on an unconsolidated basis, totaled approximately $7.6 billion.
While NEE is a holding company that derives substantially all of its income from its operating subsidiaries, NEE's subsidiaries are separate and
distinct legal entities and, other than NEE Capital, have no obligation to make any payments on the Junior Subordinated Debentures or to make any
funds available for such payment. Therefore, the Junior Subordinated Guarantee will be effectively subordinated to all indebtedness and other liabilities,
including trade payables, debt and preferred stock incurred or issued by NEE's subsidiaries. In addition to trade liabilities, many of NEE's operating
subsidiaries incur debt in order to finance their business activities. All of this indebtedness will be effectively senior to the Junior Subordinated
Guarantee. The subordinated indenture pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of
Senior Indebtedness that NEE may issue, guarantee or otherwise incur or the amount of liabilities, including debt or preferred stock, that NEE's
subsidiaries may issue, guarantee or otherwise incur. NEE expects from time to time to incur additional indebtedness and other liabilities and to
guarantee indebtedness that will be senior to the Junior Subordinated Guarantee. At November 13, 2012, NEE's Senior

S-4
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Indebtedness, on an unconsolidated basis, totaled approximately $7.6 billion, which amount consisted solely of NEE's guarantees of NEE Capital
indebtedness referred to in the paragraph above.
Will the Junior Subordinated Debentures be listed on a stock exchange?
NEE Capital intends to apply to list the Junior Subordinated Debentures on the New York Stock Exchange. If approved for listing, trading of the
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Junior Subordinated Debentures on the New York Stock Exchange is expected to commence within 30 days after they are first issued.
In what form will the Junior Subordinated Debentures be issued?
The Junior Subordinated Debentures will be represented by one or more global certificates and registered in the name of The Depository Trust
Company ("DTC") or its nominee, and deposited with the subordinated indenture trustee on behalf of DTC. This means that you will not receive a
certificate for your Junior Subordinated Debentures and that your broker will maintain your position in the Junior Subordinated Debentures. NEE
Capital expects that the Junior Subordinated Debentures will be ready for delivery through DTC on or about the date indicated on the cover of this
prospectus supplement.
What are the principal United States federal income tax consequences related to the Junior Subordinated Debentures?
In connection with the issuance of the Junior Subordinated Debentures, NEE Capital and NEE will receive an opinion from Morgan, Lewis &
Bockius LLP that, for United States federal income tax purposes, the Junior Subordinated Debentures will be treated as indebtedness of NEE Capital
(although there is no controlling authority directly on point). This opinion is subject to certain customary conditions and is not binding on the Internal
Revenue Service. See "Material United States Federal Income Tax Consequences--Classification of the Junior Subordinated Debentures."
Each holder of Junior Subordinated Debentures will, by accepting the Junior Subordinated Debentures or a beneficial interest therein, be deemed to
have agreed that the holder intends that the Junior Subordinated Debentures constitute indebtedness and will treat the Junior Subordinated Debentures
as indebtedness for all United States federal, state and local tax purposes. NEE Capital intends to treat the Junior Subordinated Debentures in the same
manner.
If NEE Capital elects to defer interest on the Junior Subordinated Debentures for one or more Optional Deferral Periods, the holders of the Junior
Subordinated Debentures likely will be required to include amounts in income for United States federal income tax purposes during such period,
regardless of such holder's method of accounting for United States federal income tax purposes and notwithstanding that no interest payments will be
made on the Junior Subordinated Debentures during such periods.
May additional Junior Subordinated Debentures of the same series be issued?
All Junior Subordinated Debentures need not be issued at the same time, and the series may be re-opened for issuances of additional Junior
Subordinated Debentures of that series. This means that NEE Capital may from time to time, without notice to, or the consent of, the existing holders of
the Junior Subordinated Debentures, create and issue additional Junior Subordinated Debentures. Such additional Junior Subordinated Debentures will
have the same terms as the Junior Subordinated Debentures in all respects (except for the payment of interest accruing prior to the issue date of the
additional Junior Subordinated Debentures or except for the first payments of interest following the issue date of the additional Junior Subordinated
Debentures) so that the additional Junior Subordinated Debentures may be consolidated and form a single series with the Junior Subordinated
Debentures.

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RISK FACTORS
The information in this section supplements the information in the "Risk Factors" section beginning on page 2 of the accompanying prospectus.
Before purchasing the Junior Subordinated Debentures, investors should carefully consider the following risk factors together with the risk factors
and other information incorporated by reference or provided in the accompanying prospectus or in this prospectus supplement in order to evaluate an
investment in the Junior Subordinated Debentures.
Risks Relating to NEE's and NEE Capital's Business
Regulatory, Legislative and Legal Risks
NEE's and NEE Capital's business, financial condition, results of operations and prospects may be adversely affected by the extensive
regulation of their business.
The operations of NEE and NEE Capital are subject to complex and comprehensive federal, state and other regulation. This extensive regulatory
framework, portions of which are more specifically identified in the following risk factors, regulates, among other things and to varying degrees, NEE's
and NEE Capital's industries, rates and cost structures, operation of nuclear power facilities, construction and operation of generation, transmission and
distribution facilities and natural gas and oil production, transmission and fuel storage facilities, acquisition, disposal, depreciation and amortization of
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facilities and other assets, decommissioning costs and funding, service reliability, wholesale and retail competition, and commodities trading and
derivatives transactions. In their business planning and in the management of their operations, NEE and NEE Capital must address the effects of
regulation on their business and any inability or failure to do so adequately could have a material adverse effect on their business, financial condition,
results of operations and prospects.
NEE's and NEE Capital's business, financial condition, results of operations and prospects could be materially adversely affected if they are
unable to recover in a timely manner any significant amount of costs, a return on certain assets or an appropriate return on capital through
base rates, cost recovery clauses, other regulatory mechanisms or otherwise.
FPL, a wholly-owned subsidiary of NEE, is a regulated entity subject to the jurisdiction of the Florida Public Service Commission ("FPSC") over a
wide range of business activities, including, among other items, the retail rates charged to its customers through base rates and cost recovery clauses, the
terms and conditions of its services, procurement of electricity for its customers, issuance of securities, and aspects of the siting and operation of its
generating plants and transmission and distribution systems for the sale of electric energy. The FPSC has the authority to disallow recovery by FPL of
costs that it considers excessive or imprudently incurred and to determine the level of return that FPL is permitted to earn on its investments. The
regulatory process, which may be adversely affected by the political, regulatory and economic environment in Florida and elsewhere, limits FPL's
ability to increase earnings and does not provide any assurance as to achievement of authorized or other earnings levels. NEE's business, financial
condition, results of operations and prospects could be materially adversely affected if any material amount of costs, a return on certain assets or an
appropriate return on capital cannot be recovered through base rates, cost recovery clauses, other regulatory mechanisms or otherwise. Lone Star
Transmission, LLC ("Lone Star"), an indirect wholly-owned subsidiary of NEE Capital that is a regulated electric transmission utility subject to the
jurisdiction of the Public Utility Commission of Texas, is subject to similar risks.
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Regulatory decisions that are important to NEE and NEE Capital may be materially adversely affected by political, regulatory and economic
factors.
The local and national political, regulatory and economic environment has had, and may in the future have, an adverse effect on FPSC decisions
with negative consequences for FPL. These decisions may require, for example, FPL to cancel or delay planned development activities, to reduce or
delay other planned capital expenditures or to pay for investments or otherwise incur costs that it may not be able to recover through rates, each of
which could have a material adverse effect on the business, financial condition, results of operations and prospects of NEE. Lone Star is subject to
similar risks.
FPL's use of derivative instruments could be subject to prudence challenges and, if found imprudent, could result in disallowances of cost
recovery for such use by the FPSC.
In the event that the FPSC engages in a prudence review of FPL's use of derivative instruments and finds such use to be imprudent, the FPSC could
deny cost recovery for such use by FPL. Such an outcome could have a material adverse effect on NEE's business, financial condition, results of
operations and prospects.
Any reductions to, or the elimination of, governmental incentives that support renewable energy, including, but not limited to, tax incentives,
renewable portfolio standards ("RPS") or feed-in tariffs, or the imposition of additional taxes or other assessments on renewable energy, could
result in, among other items, the lack of a satisfactory market for the development of new renewable energy projects, NEER abandoning the
development of renewable energy projects, a loss of NEER's investments in renewable energy projects and reduced project returns, any of
which could have a material adverse effect on NEE's and NEE Capital's business, financial condition, results of operations and prospects.
NEER depends heavily on government policies that support renewable energy and enhance the economic feasibility of developing and operating
wind and solar energy projects in regions in which NEER operates or plans to develop and operate renewable energy facilities. The federal government,
a majority of the 50 U.S. states and portions of Canada and Spain provide incentives, such as tax incentives, RPS or feed-in tariffs, that support the sale
of energy from renewable energy facilities, such as wind and solar energy facilities. As a result of budgetary constraints, political factors or otherwise,
governments from time to time may review their policies that support renewable energy and consider actions to make the policies less conducive to the
development and operation of renewable energy facilities. Any reductions to, or the elimination of, governmental incentives that support renewable
energy, or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory
market for the development of new renewable energy projects, NEER abandoning the development of renewable energy projects, a loss of NEER's
investments in the projects and reduced project returns, any of which could have a material adverse effect on NEE's and NEE Capital's business,
financial condition, results of operations and prospects.
NEE's and NEE Capital's business, financial condition, results of operations and prospects could be materially adversely affected as a result of
new or revised laws, regulations or interpretations or other regulatory initiatives.
NEE's and NEE Capital's business is influenced by various legislative and regulatory initiatives, including, but not limited to, initiatives regarding
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deregulation or restructuring of the energy industry, regulation of the commodities trading and derivatives markets, and environmental regulation, such
as regulation of air emissions, regulation of water consumption and water discharges, and regulation of gas and oil infrastructure operations, as well as
associated environmental permitting. Changes in the nature of the regulation of NEE's and NEE Capital's business could have a material adverse effect
on NEE's and NEE Capital's results of operations. NEE and NEE Capital are unable to predict future legislative or regulatory changes, initiatives or
interpretations, although any such changes, initiatives or
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interpretations may increase costs and competitive pressures on NEE and NEE Capital, which could have a material adverse effect on NEE's and NEE
Capital's business, financial condition, results of operations and prospects.
FPL has limited competition in the Florida market for retail electricity customers. Any changes in Florida law or regulation which introduce
competition in the Florida retail electricity market could have a material adverse effect on NEE's business, financial condition, results of operations and
prospects. There can be no assurance that FPL will be able to respond adequately to such regulatory changes, which could have a material adverse
effect on NEE's business, financial condition, results of operations and prospects.
NEER is subject to Federal Energy Regulatory Commission ("FERC") rules related to transmission that are designed to facilitate competition in the
wholesale market on practically a nationwide basis by providing greater certainty, flexibility and more choices to wholesale power customers. NEE
cannot predict the impact of changing FERC rules or the effect of changes in levels of wholesale supply and demand, which are typically driven by
factors beyond NEE's control. There can be no assurance that NEER will be able to respond adequately or sufficiently quickly to such rules and
developments, or to any other changes that reverse or restrict the competitive restructuring of the energy industry in those jurisdictions in which such
restructuring has occurred. Any of these events could have a material adverse effect on NEE's business, financial condition, results of operations and
prospects.
NEE's and NEE Capital's business, financial condition, results of operations and prospects could be materially adversely affected if the rules
implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") broaden the scope of its provisions
regarding the regulation of over-the-counter ("OTC") financial derivatives and make them applicable to NEE and NEE Capital.
The Dodd-Frank Act, enacted into law in July 2010, among other things, provides for the regulation of the OTC derivatives market. The Dodd-
Frank Act includes provisions that will require certain OTC derivatives, or swaps, to be centrally cleared and executed through an exchange or other
approved trading platform. While the legislation is broad and detailed, substantial portions of the legislation require implementing rules to be adopted
by federal governmental agencies including, but not limited to, the Securities and Exchange Commission and the U.S. Commodity Futures Trading
Commission.
NEE and NEE Capital cannot predict the final rules that will be adopted to implement the OTC derivatives market provisions of the Dodd-Frank
Act. Those rules could negatively affect NEE's and NEE Capital's ability to hedge their commodity and interest rate risks, which could have a material
adverse effect on NEE's and NEE Capital's results of operations. NEE or NEE Capital may have portions of their business that may be required to
register as swap dealers or major swap participants and submit to extensive regulation if they wish to continue certain aspects of their derivative
activities. The rules could also cause NEER to restructure part of its energy marketing and trading operations or to discontinue certain portions of its
business. In addition, if the rules require NEE and NEE Capital to post significant amounts of cash collateral with respect to swap transactions, NEE's
and NEE Capital's liquidity could be materially adversely affected, and their ability to enter into OTC derivatives to hedge commodity and interest rate
risks could be significantly limited. Reporting and compliance requirements of the rules also could significantly increase operating costs and expose
NEE and NEE Capital to penalties for non-compliance. The Dodd-Frank Act or other initiatives also could impede the efficient operation of the
commodities trading and derivatives markets, which could also materially adversely affect NEE's and NEE Capital's business, financial condition,
results of operations and prospects.
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NEE and NEE Capital are subject to numerous environmental laws and regulations that require capital expenditures, increase their cost of
operations and may expose them to liabilities.
NEE and NEE Capital are subject to domestic and foreign environmental laws and regulations, including, but not limited to, extensive federal, state
and local environmental statutes, rules and regulations relating to air quality, water quality and usage, climate change, emissions of greenhouse gases,
including, but not limited to, carbon dioxide ("CO2"), waste management, hazardous wastes, marine, avian and other wildlife mortality and habitat
protection, historical artifact preservation, natural resources, health (including, but not limited to, electric and magnetic fields from power lines and
substations), safety and RPS that could, among other things, prevent or delay the development of power generation, power or natural gas transmission,
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or other infrastructure projects, restrict the output of some existing facilities, limit the use of some fuels required for the production of electricity,
require additional pollution control equipment, and otherwise increase costs, increase capital expenditures and limit or eliminate certain operations.
There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and
those costs could be even more significant in the future as a result of new legislation, the current trend toward more stringent standards, and stricter and
more expansive application of existing environmental regulations. For example, among other potential or pending changes, the use of hydraulic
fracturing or similar technologies to drill for natural gas and related compounds used by NEE's gas infrastructure business is currently being debated for
potential regulation at the state and federal levels.
Violations of current or future laws, rules and regulations could expose NEE and NEE Capital to regulatory and legal proceedings, disputes with,
and legal challenges by, third parties, and potentially significant civil fines, criminal penalties and other sanctions.
NEE's and NEE Capital's business could be negatively affected by federal or state laws or regulations mandating new or additional limits on
the production of greenhouse gas emissions.
Federal or state laws or regulations may be adopted that would impose new or additional limits on the emissions of greenhouse gases, including, but
not limited to, CO2 and methane, from electric generating units using fossil fuels like coal and natural gas. The potential effects of such greenhouse gas
emission limits on NEE's and NEE Capital's electric generating units are subject to significant uncertainties based on, among other things, the timing of
the implementation of any new requirements, the required levels of emission reductions, the nature of any market-based or tax-based mechanisms
adopted to facilitate reductions, the relative availability of greenhouse gas emission reduction offsets, the development of cost-effective, commercial-
scale carbon capture and storage technology and supporting regulations and liability mitigation measures, and the range of available compliance
alternatives.
While NEE's and NEE Capital's electric generating units emit greenhouse gases at a lower rate of emissions than most of the U.S. electric
generation sector, the results of operations of NEE and NEE Capital could be adversely affected to the extent that new federal or state legislation or
regulators impose any new greenhouse gas emission limits. Any future limits on greenhouse gas emissions could:
·
create substantial additional costs in the form of taxes or emission allowances;
·
make some of NEE's and NEE Capital's electric generating units uneconomical to operate in the long-term;
·
require significant capital investment in carbon capture and storage technology, fuel switching, or the replacement of high-emitting
generation facilities with lower-emitting generation facilities; or
·
affect the availability or cost of fossil fuels.
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There can be no assurance that NEE or NEE Capital would be able to completely recover any such costs or investments, which could have a
material adverse effect on their business, financial condition, results of operations and prospects.
Extensive federal regulation of the operations of NEE and NEE Capital exposes NEE and NEE Capital to significant and increasing compliance
costs and may also expose them to substantial monetary penalties and other sanctions for compliance failures.
NEE and NEE Capital are subject to extensive federal regulation, which imposes significant and increasing compliance costs on their operations.
Additionally, any actual or alleged compliance failures could result in significant costs and other potentially adverse effects of regulatory investigations,
proceedings, settlements, decisions and claims, including, among other items, potentially significant monetary penalties. As an example, under the
Energy Policy Act of 2005, NEE and NEE Capital, as owners and operators of bulk power transmission systems and/or electric generation facilities, are
subject to mandatory reliability standards. Compliance with these mandatory reliability standards may subject NEE and NEE Capital to higher
operating costs and may result in increased capital expenditures. If NEE Capital or NEE is found not to be in compliance with these standards, it may
incur substantial monetary penalties and other sanctions. Both the costs of regulatory compliance and the costs that may be imposed as a result of any
actual or alleged compliance failures could have a material adverse effect on NEE's and NEE Capital's business, financial condition, results of operations
and prospects.
Changes in tax laws, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could adversely
affect NEE's and NEE Capital's business, financial condition, results of operations and prospects.
NEE's and NEE Capital's provision for income taxes and reporting of tax-related assets and liabilities require significant judgments and the use of
estimates. Amounts of tax-related assets and liabilities involve judgments and estimates of the timing and probability of recognition of income,
deductions and tax credits, including, but not limited to, estimates for potential adverse outcomes regarding tax positions that have been taken and the
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