Obbligazione NextEra Energy Capital Group 1.586% ( US65339KAB61 ) in USD

Emittente NextEra Energy Capital Group
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US65339KAB61 ( in USD )
Tasso d'interesse 1.586% per anno ( pagato 2 volte l'anno)
Scadenza 01/06/2017 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione NextEra Energy Capital Holdings US65339KAB61 in USD 1.586%, scaduta


Importo minimo 1 000 USD
Importo totale 600 000 000 USD
Cusip 65339KAB6
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Descrizione dettagliata NextEra Energy Capital Holdings è una sussidiaria di NextEra Energy, specializzata nello sviluppo, nella costruzione e nella gestione di progetti di energia rinnovabile a livello mondiale, con un focus particolare sull'energia eolica e solare.

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US65339KAB61, pays a coupon of 1.586% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/06/2017

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US65339KAB61, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by NextEra Energy Capital Group ( United States ) , in USD, with the ISIN code US65339KAB61, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d919032d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


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

to be Registered

Price per Security
Offering Price

Fee (1)(2)
NextEra Energy Capital Holdings, Inc. Series E Debentures due
June 1, 2017

$600,000,000

100.365%

$602,190,000

$69,974.48
NextEra Energy, Inc. Guarantee of NextEra Energy Capital
Holdings, Inc. Debentures (3)




(4)
Total

$600,000,000

100.365%

$602,190,000

$69,974.48


(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. guarantee, if any, is reflected in the offering price of the NextEra Energy Capital Holdings,
Inc. Series E Debentures due June 1, 2017.
(4)
Pursuant to Rule 457(n) under the Securities Act, no separate fee for the NextEra Energy, Inc. 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.
$600,000,000
Series E Debentures due June 1, 2017
The Debentures are Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.


This is a remarketing of $600,000,000 aggregate principal amount of Series E Debentures due June 1, 2017 (the "Debentures"), that were
originally issued by NextEra Energy Capital Holdings, Inc. ("NEE Capital") in May 2012 as components of Equity Units (initially consisting of
Corporate Units) sold by NEE Capital's corporate parent, NextEra Energy, Inc. ("NEE"). The Debentures are being remarketed pursuant to the
terms of the Corporate Units.
The interest rate on the Debentures will be reset to 1.586% per year, effective on and after May 7, 2015. NEE Capital will pay interest on the
Debentures on June 1 and December 1 of each year, beginning June 1, 2015. Interest on the Debentures will begin accruing from and including
May 7, 2015. The Debentures will mature on June 1, 2017.
NEE Capital's corporate parent, NEE, has agreed to absolutely, irrevocably and unconditionally guarantee the payment of principal, interest
and premium, if any, on the Debentures. The Debentures and the guarantee are unsecured and unsubordinated and rank equally with other
unsecured and unsubordinated indebtedness from time to time outstanding of NEE Capital and NEE, respectively. NEE Capital does not intend to
apply to list the Debentures on a securities exchange.
See "Risk Factors" beginning on page S-7 of this prospectus supplement to read about certain factors you
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
should consider before making an investment in the Debentures.


Neither the Securities and Exchange Commission nor any other securities commission in any jurisdiction has approved or disapproved of the
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 Debenture

Total

Price to Public(1)


100.365%
$602,190,000
Remarketing Fee to Remarketing Agent(2)


0.250%
$
1,501,713
Net Proceeds(3)


100.115%
$600,688,287

(1)
Plus accrued interest from May 7, 2015, if settlement is after that date.
(2)
Equals 0.250% of the Treasury portfolio purchase price.
(3)
Neither NEE nor NEE Capital will receive any proceeds from the remarketing. See "Use of Proceeds" in this prospectus supplement.
The remarketing agent expects to deliver the Debentures to investors in book-entry only form through The Depository Trust Company
("DTC") for the accounts of various DTC participants against payment in New York, New York on or about May 7, 2015.


Remarketing Agent
BofA Merrill Lynch
The date of this prospectus supplement is May 4, 2015.
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, NEE or the remarketing agent specifying the final terms of the offering.
None of NEE Capital, NEE or the remarketing agent has authorized anyone else to provide you with additional or different information.
None of NEE Capital, NEE or the remarketing agent is making an offer of the 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

Prospectus Supplement



Page
Prospectus Supplement Summary
S-3
Risk Factors
S-7
Use of Proceeds
S-25
Consolidated Ratio of Earnings to Fixed Charges
S-26
Consolidated Capitalization of NEE and Subsidiaries
S-27
Certain Terms of the Remarketed Debentures
S-27
Material United States Federal Income Tax Consequences
S-32
Remarketing
S-37
Experts
S-38
Legal Opinions
S-39
Prospectus

About this Prospectus

2
Risk Factors

2
NEE

2
NEE Capital

2
Use of Proceeds

3
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
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
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

11
Description of NEE Warrants

12
Description of NEE Senior Debt Securities

12
Description of NEE Subordinated Debt Securities

12
Description of NEE Junior Subordinated Debentures

12
Description of NEE Capital Preferred Stock

12
Description of NEE Guarantee of NEE Capital Preferred Stock

13
Description of NEE Capital Senior Debt Securities

14
Description of NEE Guarantee of NEE Capital Senior Debt Securities

25
Description of NEE Capital Subordinated Debt Securities and NEE Subordinated Guarantee

27
Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee

27
Information Concerning the Trustees

41
Plan of Distribution

41
Experts

43
Legal Opinions

43

S-2
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-7 of this prospectus supplement to determine whether an investment in the
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.
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 and conducts its operations principally through two wholly-
owned 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 produces the majority of its
electricity from clean and renewable sources, including wind and solar. NEER also provides full energy and capacity requirements services,
engages in power and gas marketing and trading activities, participates in natural gas, natural gas liquids and oil production and pipeline
infrastructure development and owns a retail electricity provider.
NEE's principal executive offices are located at 700 Universe Boulevard, Juno Beach, Florida 33408, telephone number (561) 694-4000,
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
and its mailing address is P.O. Box 14000, Juno Beach, Florida 33408-0420.


S-3
Table of Contents
The Remarketing

Issuer
NextEra Energy Capital Holdings, Inc.

Debentures Remarketed
$600,000,000 aggregate principal amount of Series E Debentures due June 1, 2017.

Maturity
The Debentures will mature on June 1, 2017.

Interest Rate
The interest rate on the Debentures will be reset to 1.586% per year (the "reset rate"),
effective from and after May 7, 2015.

Interest Payment Dates
Following May 7, 2015, interest on the Debentures will be payable on June 1 and
December 1 of each year, beginning June 1, 2015. Interest will be payable to the person
in whose name the Debenture is registered at the close of business one business day
prior to the interest payment date, so long as all of the Debentures are held in book-entry
only form. See "Certain Terms of the Remarketed Debentures--Interest and Payment"
in this prospectus supplement.

Remarketing
The Debentures were originally issued by NEE Capital in May 2012, in connection with
NEE's issuance and sale to the public of its Equity Units (initially consisting of
Corporate Units). Each Corporate Unit initially consisted of both a purchase contract
obligating the holder to purchase NEE common stock and a 5% undivided beneficial
interest in a $1,000 principal amount of a Debenture. In order to secure their obligations
under the purchase contracts, holders of the Corporate Units pledged their undivided
beneficial ownership interests in the Debentures to NEE through Deutsche Bank Trust
Company Americas, as collateral agent.

Pursuant to the terms of the Corporate Units, the Debentures are being remarketed under
the terms and subject to the conditions contained in a remarketing agreement and a
supplemental remarketing agreement. These agreements require Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as the remarketing agent, to use its commercially

reasonable efforts to remarket the Debentures at a public offering price that will result in
proceeds sufficient to purchase the Treasury portfolio at the Treasury portfolio purchase
price, as described under "Use of Proceeds." See "Remarketing" beginning on page S-37
of this prospectus supplement.

Mandatory Redemption
The Debentures are mandatorily redeemable in whole but not in part, upon the
occurrence of a "Guarantor Event" as described under "Certain Terms of the
Remarketed Debentures--Mandatory Redemption" in this prospectus supplement.

Special Event Redemption
The Debentures are redeemable at NEE Capital's option, in whole but not in part, upon
the occurrence and continuation of a "special event" as described under "Certain Terms
of the Remarketed Debentures--Special Event Redemption" in this prospectus
supplement.



S-4
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
Table of Contents
Use of Proceeds
The proceeds from the remarketing, after payment of the remarketing fee to the
remarketing agent, are estimated to be $600,688,287. Neither NEE nor NEE Capital will
receive any proceeds from the remarketing. Instead, the proceeds from the remarketing
of the Debentures, net of the remarketing fee, that are included in Corporate Units will
be used to purchase the Treasury portfolio described in this prospectus supplement, a
portion of which will then be pledged to secure the purchase contract obligations of the
holders of the Corporate Units. Any remaining proceeds from the remarketing of the
Debentures that are included in Corporate Units will be remitted ratably to holders of
the Corporate Units. On June 1, 2015 (the purchase contract settlement date), a portion
of the proceeds from the amount paid upon the maturity of the Treasury portfolio will be
paid to NEE in settlement of the obligation of the holders of Corporate Units under the
purchase contracts to purchase shares of NEE's common stock, in exchange for such
shares. See "Use of Proceeds" in this prospectus supplement.

Ranking of the Debentures
The Debentures are unsecured and unsubordinated and rank equally with other
unsecured and unsubordinated indebtedness from time to time outstanding of NEE
Capital. See "Description of NEE Capital Senior Debt Securities--Security and
Ranking" in the accompanying prospectus.

Guarantee
NEE has agreed to absolutely, irrevocably and unconditionally guarantee the payment of
principal, interest and premium, if any, on the Debentures. NEE's guarantee of the
Debentures is unsecured and unsubordinated and ranks equally with other unsecured and
unsubordinated indebtedness from time to time outstanding of NEE. See "Description of
NEE Guarantee of NEE Capital Senior Debt Securities" in the accompanying
prospectus.

Risk Factors
See "Risk Factors" beginning on page S-7 of this prospectus supplement to read about
certain factors you should consider before making an investment in the Debentures.

Limitation on Liens
NEE Capital may not grant a lien on the capital stock of any of its majority owned
subsidiaries which shares of capital stock NEE Capital now or hereafter directly owns to
secure indebtedness of NEE Capital without similarly securing the Debentures, with
certain exceptions. The granting of liens by NEE Capital's subsidiaries is not restricted
in any way. See "Description of NEE Capital Senior Debt Securities--Limitation on
Liens" in the accompanying prospectus.

United States Federal Income Taxation
NEE Capital and NEE have treated and will continue to treat the Debentures for United
States ("U.S.") federal income tax purposes as indebtedness that is subject to the U.S.
Treasury regulations governing contingent payment debt instruments. For a detailed
discussion, please see "Material United States Federal Income Tax Consequences" in
this prospectus supplement.


S-5
Table of Contents
No Listing of the Debentures
NEE Capital does not intend to apply to list the Debentures on a securities exchange.

Indenture Trustee, Registrar and Paying Agent
The Bank of New York Mellon.


S-6
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
Table of Contents
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 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 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 materially 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, businesses, rates and cost structures, operation of nuclear power facilities, construction and operation
of electricity generation, transmission and distribution facilities and natural gas and oil production, natural gas, oil and other fuel transportation,
processing and storage facilities, acquisition, disposal, depreciation and amortization of 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 a reasonable return on invested
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, issuances of securities, and aspects of the siting,
construction 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 invested capital. 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 a reasonable return on invested capital cannot be recovered through base rates, cost recovery
clauses, other regulatory mechanisms or otherwise. Certain subsidiaries of NextEra Energy Transmission, LLC ("NEET"), which are indirect
wholly-owned subsidiaries of NEE Capital, are regulated electric transmission utilities subject to the jurisdiction of their regulators and subject to
similar risks.
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

S-7
Table of Contents
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. Certain subsidiaries of NEET are subject to similar
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
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.
The FPSC engages in an annual prudence review of FPL's use of derivative instruments in its risk management fuel procurement program
and should it find any 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 utility scale 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, a subsidiary of NEE Capital, depends heavily on government policies that support utility scale 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 utility scale 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 that would 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, such as those reductions that have been
enacted in Spain and are applicable to NEER's solar generating facilities in that country, 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, new or revised
laws, regulations or interpretations or other regulatory initiatives regarding 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 business, financial
condition, results of operations and prospects. NEE and NEE Capital are unable to predict future legislative or regulatory changes, initiatives or
interpretations, although any such changes, initiatives or 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.

S-8
Table of Contents
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, such as government incentives that facilitate the installation of solar generating facilities on
residential or other rooftops at below cost, or would permit third-party sales of electricity, 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.
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
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 certain provisions applicable to NEE and
NEE Capital.
The Dodd-Frank Act, enacted into law in July 2010 provides for, among other things, substantially increased regulation of the OTC
derivatives market and futures contract markets. While the legislation is broad and detailed, there are still portions of the legislation that either
require implementing rules to be adopted by federal governmental agencies or otherwise require further interpretive guidance.
NEE and NEE Capital continue to monitor the development of rules related to the Dodd-Frank Act and have taken steps to comply with
those rules that affect their businesses. While a number of rules have been finalized and are effective, the rules related to margin requirements for
OTC derivatives have yet to be finalized. If those rules, when finalized, 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.
NEE and NEE Capital cannot predict the impact these proposed rules will have on their ability to hedge their commodity and interest rate
risks or on OTC derivatives markets as a whole, but they could potentially have a material adverse effect on NEE's and NEE Capital's risk
exposure, as well as reduce market liquidity and further increase the cost of hedging activities.
NEE and NEE Capital are subject to numerous environmental laws, regulations and other standards that may result in capital
expenditures, increased operating costs and various liabilities, and may require NEE and NEE Capital to limit or eliminate certain
operations.
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, or other infrastructure projects, restrict the output of some existing facilities, limit the availability and 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.

S-9
Table of Contents
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 discussed for regulation at state and federal levels.
Violations of current or future laws, rules, regulations or other standards 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.
Proceedings could include, for example, litigation regarding property damage, personal injury, common law nuisance and enforcement by citizens
or governmental authorities of environmental requirements such as air, water and soil quality standards.
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 materially adversely affected to the extent that new federal or state
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
laws or regulations 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.
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 generally imposes significant and increasing compliance costs on
NEE's and NEE Capital's 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

S-10
Table of Contents
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 or NEE Capital 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
materially 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 ability to utilize tax benefit carryforwards, such as net operating loss and tax credit carryforwards. Actual income taxes could vary
significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws, regulations and interpretations, the
financial condition and results of operations of NEE and NEE Capital, and the resolution of audit issues raised by taxing authorities. Ultimate
resolution of income tax matters may result in material adjustments to tax-related assets and liabilities, which could materially adversely affect
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 may be materially adversely affected due to
adverse results of litigation.
NEE's and NEE Capital's business, financial condition, results of operations and prospects may be materially affected by adverse results of
litigation. Unfavorable resolution of legal proceedings in which NEE is involved or other future legal proceedings, including, but not limited to,
class action lawsuits, may have a material adverse effect on the business, financial condition, results of operations and prospects of NEE and NEE
Capital.
Operational Risks
NEE's and NEE Capital's business, financial condition, results of operations and prospects could suffer if NEE and NEE Capital do not
proceed with projects under development or are unable to complete the construction of, or capital improvements to, electric generation,
transmission and distribution facilities, gas infrastructure facilities or other facilities on schedule or within budget.
NEE's and NEE Capital's ability to complete construction of, and capital improvement projects for, their electric generation, transmission
and distribution facilities, gas infrastructure facilities and other facilities on schedule and within budget may be adversely affected by escalating
costs for materials and labor and regulatory compliance, inability to obtain or renew necessary licenses, rights-of-way, permits or other approvals
http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


424B2
on acceptable terms or on schedule, disputes involving contractors, labor organizations, land owners, governmental entities, environmental groups,
Native American and aboriginal groups, and other third parties, negative publicity, transmission interconnection issues and other factors. If any
development project or construction or capital improvement project is not completed, is delayed or is subject to cost overruns, certain associated
costs may not be approved for recovery or recoverable through regulatory mechanisms that may otherwise be available, and NEE and NEE Capital
could become obligated to make delay or termination payments or become obligated for other damages under contracts, could experience the loss
of tax credits or tax incentives, or delayed or diminished returns, and could be required to write-off all or a portion of their investment in the
project. Any of these events could have a material adverse effect on NEE's and NEE Capital's business, financial condition, results of operations
and prospects.

S-11
Table of Contents
NEE and NEE Capital may face risks related to project siting, financing, construction, permitting, governmental approvals and the
negotiation of project development agreements that may impede their development and operating activities.
NEE and NEE Capital own, develop, construct, manage and operate electric-generating and transmission facilities. A key component of
NEE's and NEE Capital's growth is their ability to construct and operate generation and transmission facilities to meet customer needs. As part of
these operations, NEE and NEE Capital must periodically apply for licenses and permits from various local, state, federal and other regulatory
authorities and abide by their respective conditions. Should NEE or NEE Capital be unsuccessful in obtaining necessary licenses or permits on
acceptable terms, should there be a delay in obtaining or renewing necessary licenses or permits or should regulatory authorities initiate any
associated investigations or enforcement actions or impose related penalties or disallowances on NEE or NEE Capital, NEE's and NEE Capital's
business, financial condition, results of operations and prospects could be materially adversely affected. Any failure to negotiate successful project
development agreements for new facilities with third parties could have similar results.
The operation and maintenance of NEE's and NEE Capital's electric generation, transmission and distribution facilities, gas infrastructure
facilities and other facilities are subject to many operational risks, the consequences 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 electric generation, transmission and distribution facilities, gas infrastructure facilities and other facilities are
subject to many operational risks. Operational risks could result in, among other things, lost revenues due to prolonged outages, increased expenses
due to monetary penalties or fines for compliance failures, liability to third parties for property and personal injury damage, a failure to perform
under applicable power sales agreements and associated loss of revenues from terminated agreements or liability for liquidated damages under
continuing agreements, and replacement equipment costs or an obligation to purchase or generate replacement power at higher prices.
Uncertainties and risks inherent in operating and maintaining NEE's and NEE Capital's facilities include, but are not limited to:

·
risks associated with facility start-up operations, such as whether the facility will achieve projected operating performance on schedule

and otherwise as planned;


·
failures in the availability, acquisition or transportation of fuel or other necessary supplies;

·
the impact of unusual or adverse weather conditions and natural disasters, including, but not limited to, hurricanes, floods, earthquakes

and droughts;


·
performance below expected or contracted levels of output or efficiency;

·
breakdown or failure, including, but not limited to, explosions, fires or other major events, of equipment, transmission and distribution

lines or pipelines;


·
availability of replacement equipment;


·
risks of property damage or human injury from energized equipment, hazardous substances or explosions, fires or other events;


·
availability of adequate water resources and ability to satisfy water intake and discharge requirements;


·
inability to identify, manage properly or mitigate equipment defects in NEE's and NEE Capital's facilities;


·
use of new or unproven technology;

·
risks associated with dependence on a specific type of fuel or fuel source, such as commodity price risk, availability of adequate fuel

supply and transportation, and lack of available alternative fuel sources;

http://www.sec.gov/Archives/edgar/data/753308/000119312515171799/d919032d424b2.htm[4/21/2016 3:56:05 PM]


Document Outline