Obligation NextEra Energy Capital Group 3.55% ( US65339KAT79 ) en USD

NextEra Energy Capital Group

100 % ▲

Etas-Unis

US65339KAT79 ( en USD )

3.55% par an ( paiement semestriel )

01/05/2027

Prospectus brochure de l'obligation NextEra Energy Capital Holdings US65339KAT79 en USD 3.55%, échéance 01/05/2027

1 000 USD

1 490 000 000 USD

65339KAT7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/11/2025 ( Dans 85 jours )

NextEra Energy Capital Holdings est une filiale de NextEra Energy qui développe, construit et possède des projets d'énergie renouvelable à grande échelle, notamment des parcs éoliens et solaires, ainsi que des installations de stockage d'énergie.

L'Obligation émise par NextEra Energy Capital Group ( Etas-Unis ) , en USD, avec le code ISIN US65339KAT79, paye un coupon de 3.55% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2027

L'Obligation émise par NextEra Energy Capital Group ( Etas-Unis ) , en USD, avec le code ISIN US65339KAT79, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par NextEra Energy Capital Group ( Etas-Unis ) , en USD, avec le code ISIN US65339KAT79, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 tm2022238-3_424b2.htm 424B2
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE
?
?
Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities to be Registered
? ? Offering Price ? ?
Fee(1)(2)
?
?
?
NextEra Energy Capital Holdings, Inc. 3.55% Debentures, Series due May 1,
2027
? ??$268,656,000?? ??$34,871.55??
?
?
NextEra Energy, Inc. Guarantee of NextEra Energy Capital Holdings, Inc.
Debentures(3)
? ???
??? ?
(4)
?
?
?
Total
? ??$268,656,000?? ??$34,871.55??
?
?
?
(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. 333-226056 and 333-226056-01.
?
(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. 3.55% Debentures, Series due May 1, 2027.
?
(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: 333-226056 and 333-226056-01?
PROSPECTUS SUPPLEMENT
(To prospectus dated July 2, 2018)
NextEra Energy Capital Holdings, Inc.
$240,000,000 3.55% Debentures, Series due May 1, 2027
The Debentures will be Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.
?
NextEra Energy Capital Holdings, Inc. ("NEE Capital") is offering $240,000,000 principal amount of its
3.55% Debentures, Series due May 1, 2027 (the "Debentures"). The Debentures will be a further issuance of, will
have the same CUSIP number as, will be fungible with and will be consolidated and form a single series with, the
3.55% Debentures, Series due May 1, 2027 issued on April 28, 2017, in the aggregate principal amount of
$1,250,000,000, which are referred to as the "original Debentures". Upon the issuance of the Debentures, the
aggregate principal amount of outstanding 3.55% Debentures, Series due May 1, 2027 will be $1,490,000,000. NEE
Capital will pay interest semi-annually on the Debentures on May 1 and November 1 of each year. Interest on the
Debentures will accrue from May 1, 2020. The first interest payment on the Debentures will be made on
November 1, 2020.
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NEE Capital, at its option, may redeem some or all of the Debentures at any time before their maturity date at
the redemption prices discussed under "Certain Terms of the Debentures?--?Optional Redemption" beginning on
page S-21 of this prospectus supplement.
NEE Capital's corporate parent, NextEra Energy, Inc. ("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-3 of this prospectus supplement to read about certain factors
you 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
? ? ??111.940%? ? ??$268,656,000??
Underwriting Discount
? ? ??
0.275%? ? ??$
660,000??
Proceeds to NEE Capital (before expenses)
? ? ??111.665%? ? ??$267,996,000??
In addition to the Price to Public set forth above, each purchaser will pay an amount equal to the interest
accrued on the Debentures from May 1, 2020 to the date that they are delivered to that purchaser (which amount
will aggregate $1,088,666.67 on June 17, 2020).
The 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
SA/NV, as operator of the Euroclear System, against payment in New York, New York on or about June 17, 2020.
?
Sole Book-Running Manager
Morgan Stanley
The date of this prospectus supplement is June 10, 2020.
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 underwriter specifying the final terms of the offering. None of NEE Capital, NEE or the underwriter
have authorized anyone else to provide you with additional or different information. None of NEE Capital,
NEE or the underwriter are 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
?
Risk Factors
? ? ?? S-3 ??
NEE Capital
? ? ??S-19 ??
NEE
? ? ??S-19 ??
Use of Proceeds
? ? ??S-19 ??
Consolidated Capitalization of NEE and Subsidiaries
? ? ??S-20 ??
Certain Terms of the Debentures
? ? ??S-21 ??
Certain U.S. Federal Income Tax Consequences for Non-U.S. Holders
? ? ??S-28 ??
Underwriting
? ? ??S-31 ??
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Prospectus
?
About this Prospectus
? ? ??
1 ??
Risk Factors
? ? ??
1 ??
NEE
? ? ??
1 ??
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
? ? ??
2 ??
Where You Can Find More Information
? ? ??
2 ??
Incorporation by Reference
? ? ??
2 ??
Forward-Looking Statements
? ? ??
3 ??
Description of NEE Common Stock
? ? ??
4 ??
Description of NEE Preferred Stock
? ? ??
8 ??
Description of NEE Stock Purchase Contracts and Stock Purchase Units
? ? ??
9 ??
Description of NEE Warrants
? ? ??
10 ??
Description of NEE Senior Debt Securities
? ? ??
10 ??
Description of NEE Subordinated Debt Securities
? ? ??
10 ??
Description of NEE Junior Subordinated Debentures
? ? ??
10 ??
Description of NEE Capital Preferred Stock
? ? ??
10 ??
Description of NEE Guarantee of NEE Capital Preferred Stock
? ? ??
11 ??
Description of NEE Capital Senior Debt Securities
? ? ??
12 ??
Description of NEE Guarantee of NEE Capital Senior Debt Securities
? ? ??
22 ??
Description of NEE Capital Subordinated Debt Securities and NEE Subordinated Guarantee
? ? ??
24 ??
Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated
Guarantee
? ? ??
24 ??
Information Concerning the Trustees
? ? ??
39 ??
Plan of Distribution
? ? ??
39 ??
Experts
? ? ??
40 ??
Legal Opinions
? ? ??
40 ??
S-2
TABLE OF CONTENTS?
RISK FACTORS
The information in this section supplements the information in the "Risk Factors" section beginning on page 1
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.
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 industry, businesses,
rates and cost structures, operation and licensing 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
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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.
Florida Power & Light Company ("FPL"), a wholly owned subsidiary of NEE, operates as an electric utility
and is 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 and fuel for
its plant operations, issuances of securities, and aspects of the siting, construction and operation of its generation
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 or could otherwise adversely
impact FPL's earnings. The regulatory process also does not provide any assurance as to achievement of authorized
or other earnings levels, or that FPL will be permitted to earn an acceptable return on capital investments it wishes
to make. NEE's and NEE Capital'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 other subsidiaries of NEE are utilities subject to the jurisdiction of their regulators and are 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 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 other subsidiaries of NEE and NEE Capital are subject to similar risks.
S-3
TABLE OF CONTENTS
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 or modifications to, or the elimination of, governmental incentives or policies that support
utility scale renewable energy, including, but not limited to, tax laws, policies and 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
and/or financing of new renewable energy projects, NextEra Energy Resources, LLC and NextEra Energy
Transmission, LLC (collectively, "NEER"), both wholly owned subsidiaries of NEE, 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 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 state
governments in the U.S. and portions of Canada provide incentives, such as tax incentives, RPS or feed-in tariffs,
that support or are designed to 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
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time to time may review their laws and policies that support renewable energy and consider actions that would
make the laws and policies less conducive to the development and operation of renewable energy facilities. Any
reductions or modifications to, or the elimination of, governmental incentives or policies 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 and/or financing 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, interpretations or ballot or
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, including international trade laws, regulations, interpretations or ballot or
regulatory initiatives regarding deregulation or restructuring of the energy industry, regulation of the commodities
trading and derivatives markets, and regulation of environmental matters, 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.
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 generation facilities on residential or other rooftops at below cost or that are
otherwise subsidized by non-participants, 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.
S-4
TABLE OF CONTENTS
NEER is subject to U.S. 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 and NEE Capital 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 and NEE Capital'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 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 and NEE Capital's business, financial
condition, results of operations and prospects.
NEE's and NEE Capital's over-the-counter ("OTC") financial derivatives are subject to rules implementing
certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and similar international
regulations. NEE and NEE Capital cannot predict the impact any proposed or not fully implemented final rules will
have on their ability to hedge their commodity and interest rate risks or on OTC derivatives markets as a whole, but
such rules and regulations could 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 environmental laws, regulations and other standards, including,
but not limited to, extensive federal, state and local environmental statutes, rules and regulations relating to air
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quality, water quality and usage, soil quality, climate change, emissions of greenhouse gases, including, but not
limited to, carbon dioxide, 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 or enjoin 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. Certain subsidiaries of NEE are also subject to
foreign environmental laws, regulations and other standards and, as such, are subject to similar risks.
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
requirements and stricter or more expansive application of existing environmental laws and regulations.
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, governmental entities and 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.
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, carbon dioxide and methane, from electric
generation units using fossil fuels like coal and natural gas. The potential effects of greenhouse gas emission limits
on NEE's and NEE Capital's electric generation 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.
S-5
TABLE OF CONTENTS
While NEE's and NEE Capital's electric generation 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 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 generation 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 and businesses 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's and NEE Capital's operations and businesses are subject to extensive federal regulation, which
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generally imposes significant and increasing compliance costs on their operations and businesses. 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 or NEE Capital is found
not to be in compliance with these standards, they 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, guidance or policies, including but not limited to changes in corporate income tax rates,
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,
guidance or policies, including changes in corporate income tax rates, the financial condition and results of
operations of NEE and NEE Capital, and the resolution of audit issues raised by taxing authorities. These factors,
including the 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.
S-6
TABLE OF CONTENTS
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 or NEE Capital
is involved or other future legal proceedings may have a material adverse effect on the business, financial condition,
results of operations and prospects of NEE and NEE Capital.
Development and 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 proceed with projects under development and 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 on acceptable terms or on schedule, disputes involving contractors, labor
organizations, land owners, governmental entities, environmental groups, Native American and aboriginal groups,
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lessors, joint venture partners 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 otherwise be
recoverable through regulatory mechanisms that may 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.
NEE and NEE Capital 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-generation and transmission
facilities and natural gas 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 or resolving third-party challenges to
such licenses or permits, 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, retail gas distribution system in Florida 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, retail gas distribution system in Florida 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 or legal claims, liability to third parties for property and
personal injury damage or loss of life, a failure to perform under applicable power sales
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agreements or other 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, tornadoes, icing events, floods, earthquakes and droughts;
?
·
performance below expected or contracted levels of output or efficiency;
?
·
breakdown or failure, including, but not limited to, explosions, fires, leaks or other major events, of
equipment, transmission or distribution systems or pipelines;
?
·
availability of replacement equipment;
?
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·
risks of property damage, human injury or loss of life from energized equipment, hazardous substances or
explosions, fires, leaks or other events, especially where facilities are located near populated areas;
?
·
potential environmental impacts of gas infrastructure operations;
?
·
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;
?
·
increased competition due to, among other factors, new facilities, excess supply, shifting demand and
regulatory changes; and
?
·
insufficient insurance, warranties or performance guarantees to cover any or all lost revenues or increased
expenses from the foregoing.
?
NEE's and NEE Capital's business, financial condition, results of operations and prospects may be negatively
affected by a lack of growth or slower growth in the number of customers or in customer usage.
Growth in customer accounts and growth of customer usage each directly influence the demand for electricity
and the need for additional power generation and power delivery facilities, as well as the need for energy-related
commodities such as natural gas. Customer growth and customer usage are affected by a number of factors outside
the control of NEE and NEE Capital, such as mandated energy efficiency measures, demand side management
requirements, and economic and demographic conditions, such as population changes, job and income growth,
housing starts, new business formation and the overall level of economic activity. A lack of growth, or a decline, in
the number of customers or in customer demand for electricity or natural gas and other fuels may cause NEE and
NEE Capital to fail to fully realize the anticipated benefits from significant investments and expenditures and could
have a material adverse effect on NEE's and NEE Capital's growth, business, financial condition, results of
operations and prospects.
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NEE's and NEE Capital's business, financial condition, results of operations and prospects can be materially
adversely affected by weather conditions, including, but not limited to, the impact of severe weather.
Weather conditions directly influence the demand for electricity and natural gas and other fuels and affect the
price of energy and energy-related commodities. In addition, severe weather and natural disasters, such as
hurricanes, floods, tornadoes, icing events and earthquakes, can be destructive and cause power outages and
property damage, reduce revenue, affect the availability of fuel and water, and require NEE and NEE Capital to
incur additional costs, for example, to restore service and repair damaged facilities, to obtain replacement power
and to access available financing sources. Furthermore, NEE's and NEE Capital's physical plants could be placed
at greater risk of damage should changes in the global climate produce unusual variations in temperature and
weather patterns, resulting in more intense, frequent and extreme weather events, abnormal levels of precipitation
and, particularly relevant to FPL, a change in sea level. FPL operates in the east and lower west coasts of Florida
and Gulf Power Company ("Gulf Power") operates in northwest Florida, areas that historically have been prone to
severe weather events, such as hurricanes. A disruption or failure of electric generation, transmission or distribution
systems or natural gas production, transmission, storage or distribution systems in the event of a hurricane, tornado
or other severe weather event, or otherwise, could prevent NEE and NEE Capital from operating their business in
the normal course and could result in any of the adverse consequences described above. Any of the foregoing could
have a material adverse effect on NEE's and NEE Capital's business, financial condition, results of operations and
prospects.
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At FPL and other businesses of NEE where cost recovery is available, recovery of costs to restore service and
repair damaged facilities is or may be subject to regulatory approval, and any determination by the regulator not to
permit timely and full recovery of the costs incurred could have a material adverse effect on NEE's and, with
respect to businesses other than FPL, NEE Capital's business, financial condition, results of operations and
prospects.
Changes in weather can also affect the production of electricity at power generation facilities, including, but
not limited to, NEER's wind and solar facilities. For example, the level of wind resource affects the revenue
produced by wind generation facilities. Because the levels of wind and solar resources are variable and difficult to
predict, NEER's results of operations for individual wind and solar facilities specifically, and NEE's and NEE
Capital's results of operations generally, may vary significantly from period to period, depending on the level of
available resources. To the extent that resources are not available at planned levels, the financial results from these
facilities may be less than expected.
Threats of terrorism and catastrophic events that could result from terrorism, cyberattacks, or individuals
and/or groups attempting to disrupt NEE's and NEE Capital's business, or the businesses of third parties,
may materially adversely affect NEE's and NEE Capital's business, financial condition, results of operations
and prospects.
NEE and NEE Capital are subject to the potentially adverse operating and financial effects of terrorist acts and
threats, as well as cyberattacks and other disruptive activities of individuals or groups. There have been cyberattacks
within the energy industry on energy infrastructure such as substations, gas pipelines and related assets in the past
and there may be such attacks in the future. NEE's and NEE Capital's generation, transmission and distribution
facilities, fuel storage facilities, information technology systems and other infrastructure facilities and systems
could be direct targets of, or otherwise be materially adversely affected by, such activities.
Terrorist acts, cyberattacks or other similar events affecting NEE's and NEE Capital's systems and facilities,
or those of third parties on which NEE and NEE Capital rely, could harm NEE's and NEE Capital's business, for
example, by limiting their ability to generate, purchase or transmit power, natural gas or other energy-related
commodities, by limiting their ability to bill customers and collect and process payments, and by delaying their
development and construction of new generation, distribution or transmission facilities or capital improvements to
existing facilities. These events, and governmental actions in response, could result in a material decrease in
revenues, significant additional costs (for example, to repair assets, implement additional security requirements or
maintain or acquire insurance), significant fines and penalties, and reputational damage, could materially adversely
affect NEE's and NEE Capital's operations (for example, by contributing to disruption of supplies and markets for
natural gas, oil and other
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fuels), and could impair NEE's and NEE Capital's ability to raise capital (for example, by contributing to financial
instability and lower economic activity). In addition, the implementation of security guidelines and measures has
resulted in and is expected to continue to result in increased costs. Such events or actions may materially adversely
affect NEE's and NEE Capital's business, financial condition, results of operations and prospects.
The ability of NEE and NEE Capital to obtain insurance and the terms of any available insurance coverage
could be materially adversely affected by international, national, state or local events and company-specific
events, as well as the financial condition of insurers. NEE's and NEE Capital's insurance coverage does not
provide protection against all significant losses.
Insurance coverage may not continue to be available or may not be available at rates or on terms similar to
those presently available to NEE and NEE Capital. The ability of NEE and NEE Capital to obtain insurance and the
terms of any available insurance coverage could be materially adversely affected by international, national, state or
local events and company-specific events, as well as the financial condition of insurers. If insurance coverage is not
available or obtainable on acceptable terms, NEE or NEE Capital may be required to pay costs associated with
adverse future events. NEE and NEE Capital generally are not fully insured against all significant losses. For
example, FPL is not fully insured against hurricane-related losses, but could instead seek recovery of such
uninsured losses from customers subject to approval by the FPSC, to the extent losses exceed restricted funds set
aside to cover the cost of storm damage. A loss for which NEE or NEE Capital is not fully insured could have a
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