Obligation NextEra Energy Capital Group 2.9% ( US65339KBF66 ) en USD

NextEra Energy Capital Group

100 % ▼

Etas-Unis

US65339KBF66 ( en USD )

2.9% par an ( paiement semestriel )

01/04/2022 - Obligation échue

Prospectus brochure de l'obligation NextEra Energy Capital Holdings US65339KBF66 en USD 2.9%, échue

2 000 USD

1 000 000 000 USD

65339KBF6

N/A

N/A

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.

Le marché obligataire a récemment vu l'achèvement du cycle de vie d'une émission notable émanant de NextEra Energy Capital Holdings, une entité de financement clé de NextEra Energy, l'un des plus grands holdings d'énergie propre en Amérique du Nord, dont le rôle est de lever des capitaux pour soutenir les investissements massifs dans les infrastructures énergétiques et la transition vers des sources d'énergie renouvelables aux États-Unis. Cette obligation spécifique, identifiée par le code ISIN US65339KBF66 et le code CUSIP 65339KBF6, a été émise aux États-Unis et était libellée en dollars américains (USD), offrant un taux d'intérêt annuel fixe de 2,9%, avec des paiements d'intérêts effectués à une fréquence semestrielle (2 fois par an). La taille totale de cette émission s'élevait à un milliard de dollars américains (1 000 000 000 USD), avec une taille minimale d'achat pour les investisseurs fixée à 2 000 USD, permettant ainsi l'accès à un large éventail d'acteurs du marché. La date de maturité de cette obligation était fixée au 1er avril 2022, et conformément à ses termes, l'obligation est arrivée à échéance et a été intégralement remboursée à son prix nominal de 100% sur le marché, attestant du respect par l'émetteur de ses engagements financiers envers les porteurs de titres.

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424B2 1 tv517405-424b2.htm FORM 424B2
TABLE OF CONTENTS
?
CALCULATION OF REGISTRATION FEE
?
Maximum
Amount of
Aggregate
Registration
(1)(2)
?
Title of Each Class of Securities to be Registered
? ? Offering Price ? ?
Fee
?
?
?
?NextEra Energy Capital Holdings, Inc. 2.90% Debentures, Series due April 1, 2022
? ??$ 999,060,000? ? ?? ?
?? ?
?
?
?NextEra Energy Capital Holdings, Inc. 3.15% Debentures, Series due April 1, 2024
? ?? ? 900,000,000? ? ?? ?
?? ?
?
?
?NextEra Energy Capital Holdings, Inc. 3.25% Debentures, Series due April 1, 2026
? ?? ? 299,088,000? ? ?? ?
?? ?
?
?
?NextEra Energy Capital Holdings, Inc. 3.50% Debentures, Series due April 1, 2029
? ?? ? 498,080,000? ? ?? ?
?? ?
?
?
NextEra Energy, Inc. Guarantee of NextEra Energy Capital Holdings, Inc.
(3)
(4)
?
Debentures
? ?? ?
?? ? ?? ?
? ?
?
?
?
Total
? ??$2,696,228,000? ? ??$326,782.83? ?
?
?
?
(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. 2.90% Debentures, Series due April 1, 2022, 3.15% Debentures, Series due April 1, 2024, 3.25%
Debentures, Series due April 1, 2026 and 3.50% Debentures, Series due April 1, 2029.
?
(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.
$2,700,000,000
$1,000,000,000 2.90% Debentures, Series due April 1, 2022 $300,000,000 3.25% Debentures, Series due April 1, 2026
?$900,000,000 3.15% Debentures, Series due April 1, 2024 $500,000,000 3.50% Debentures, Series due April 1, 2029
The Debentures will be Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.
?
NextEra Energy Capital Holdings, Inc. ("NEE Capital") will pay interest semi-annually on the 2.90% Debentures, Series
due April 1, 2022 (the "2022 Debentures"), the 3.15% Debentures, Series due April 1, 2024 (the "2024 Debentures"), the 3.25%
Debentures, Series due April 1, 2026 (the "2026 Debentures"), and the 3.50% Debentures, Series due April 1, 2029 (the "2029
Debentures" and together with the 2022 Debentures, the 2024 Debentures and the 2026 Debentures, the "Debentures") on
April 1 and October 1 of each year, beginning October 1, 2019.
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.
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See "Risk Factors" beginning on page S-5 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.
?
Proceeds to NEE Capital
?
??
Price to Public
? ?
Underwriting Discount
? ?
before expenses
?
?
?? Per Debenture ??
Total
? ? Per Debenture ? ?
Total
? ? Per Debenture ? ?
Total
?
Per 2022 Debenture?? ?? 99.906 ?
% ???$999,060,000???
??0.350% ????$3,500,000???
??99.556% ????$995,560,000??
Per 2024 Debenture?? ??100.000 ?
% ???$900,000,000???
??0.600% ????$5,400,000???
??99.400% ????$894,600,000??
Per 2026 Debenture?? ?? 99.696 ?
% ???$299,088,000???
??0.625% ????$1,875,000???
??99.071% ????$297,213,000??
Per 2029 Debenture?? ?? 99.616 ?
% ???$498,080,000???
??0.650% ????$3,250,000???
??98.966% ????$494,830,000??
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 Debentures from the date that the Debentures are originally issued to the date that they are delivered to that purchaser.
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 April 4, 2019.
?
Global Coordinators/Co-Lead Joint Book-Running Managers
Barclays
BofA Merrill Lynch
Credit Suisse
Goldman Sachs & Co. LLC
Joint Book-Running Managers
BNP PARIBAS
Credit Agricole CIB
Mizuho Securities
SMBC Nikko
BMO Capital Markets
BNY Mellon Capital Markets, LLC
CIBC Capital Markets
Citigroup
Deutsche Bank Securities
J.P. Morgan
KeyBanc Capital Markets
Morgan Stanley
MUFG
PNC Capital Markets LLC
RBC Capital Markets
Scotiabank
SunTrust Robinson Humphrey
TD Securities
US Bancorp
Wells Fargo Securities
The date of this prospectus supplement is March 28, 2019.
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 underwriters specifying the final terms of the offering. None of NEE Capital, NEE or the underwriters
have authorized anyone else to provide you with additional or different information. None of NEE Capital,
NEE or the underwriters 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
?
Prospectus Supplement Summary
? ? ?? S-1 ??
Risk Factors
? ? ?? S-5 ??
Use of Proceeds
? ? ??S-20 ??
Consolidated Capitalization of NEE and Subsidiaries
? ? ??S-21 ??
Certain Terms of the Debentures
? ? ??S-22 ??
Certain U.S. Federal Income Tax Consequences for Non-U.S. Holders
? ? ??S-29 ??
Underwriting (Conflicts of Interest)
? ? ??S-32 ??
Prospectus
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?
? ?
Page
?
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-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-5 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"), FPL's subsidiaries and Gulf Power Company ("Gulf Power"). 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
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The information in this section supplements the information in the "NEE" section on page 1 of the
accompanying prospectus.
NEE is a holding company incorporated in 1984 as a Florida corporation and conducts its operations
principally through its 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, through its subsidiaries, currently owns,
develops, constructs, manages and operates electric generation facilities in wholesale energy markets primarily in
the U.S., as well as in Canada and Spain. NEER produces the majority of its electricity from clean and renewable
sources, including wind and solar. NEER also engages in energy-related commodity marketing and trading
activities and participates in natural gas, natural gas liquids and oil production and in pipeline infrastructure,
development, construction, management and operations.
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
TABLE OF CONTENTS
THE OFFERING
Issuer
NextEra Energy Capital Holdings, Inc.
Guarantor
NextEra Energy, Inc.
Debentures Offered
$1,000,000,000 2.90% Debentures, Series due April 1, 2022.
$900,000,000 3.15% Debentures, Series due April 1, 2024.
$300,000,000 3.25% Debentures, Series due April 1, 2026.
$500,000,000 3.50% Debentures, Series due April 1, 2029.
Maturity
The 2022 Debentures will mature on April 1, 2022.
The 2024 Debentures will mature on April 1, 2024.
The 2026 Debentures will mature on April 1, 2026.
The 2029 Debentures will mature on April 1, 2029.
Interest Rate
The 2022 Debentures will bear interest at the rate of 2.90% per year.
The 2024 Debentures will bear interest at the rate of 3.15% per year.
The 2026 Debentures will bear interest at the rate of 3.25% per year.
The 2029 Debentures will bear interest at the rate of 3.50% per year.
Interest Payment Dates
Interest on the Debentures will be payable semi-annually on April 1
and October 1 of each year, beginning October 1, 2019.
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Optional Redemption
At any time and from time to time prior to:
·
the maturity date of the 2022 Debentures, with respect to the
2022 Debentures,
?
·
March 1, 2024 (one month prior to the maturity date of the 2024
Debentures) (the "2024 Debentures Par Call Date"), with respect
to the 2024 Debentures,
?
·
February 1, 2026 (two months prior to the maturity date of the
2026 Debentures) (the "2026 Debentures Par Call Date"), with
respect to the 2026 Debentures, and
?
·
January 1, 2029 (three months prior to the maturity date of the
2029 Debentures) (the "2029 Debentures Par Call Date"), with
respect to the 2029 Debentures,
?
the applicable series of Debentures will be subject to redemption at
the option of NEE Capital in whole or in part at the applicable
redemption prices determined as described under "Certain Terms of
the Debentures?--?Optional Redemption" beginning on page S-23 of
this prospectus supplement.
At any time and from time to time on or after:
·
the 2024 Debentures Par Call Date, with respect to the 2024
Debentures,
?
·
the 2026 Debentures Par Call Date, with respect to the 2026
Debentures, and
?
·
the 2029 Debentures Par Call Date, with respect to the 2029
Debentures,
?
?
S-2
TABLE OF CONTENTS
the applicable series of Debentures will be subject to redemption at
the option of NEE Capital in whole or in part at a redemption price
equal to 100% of the principal amount of the Debentures being
redeemed plus accrued and unpaid interest on the Debentures being
redeemed to but excluding the redemption date.
Guarantee and Ranking
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. See
"Description of NEE Guarantee of NEE Capital Senior Debt
Securities" in the accompanying prospectus.
Denominations
The Debentures will be issued in minimum denominations of $2,000
and integral multiples of? $1,000 in excess thereof.
Use of Proceeds
NEE Capital will add the net proceeds from the sale of the
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Debentures to its general funds. NEE Capital expects to use its
general funds to repay a portion of the borrowings under four separate
term loan agreements that NEE Capital entered into to finance a
portion of the purchase price paid by NEE for the acquisition of Gulf
Power on January 1, 2019, which loan agreements mature on June 25,
2019, as well as to repay a portion of NEE Capital's outstanding
commercial paper obligations, including commercial paper that NEE
Capital expects to incur to repay, at maturity, NEE Capital's $500
million principal amount of 2.30% Debentures, Series due April 1,
2019. NEE Capital will temporarily invest in short-term instruments
any proceeds that are not immediately used for these purposes.
No Listing
Each series of Debentures is a new issue of securities with no
established trading market. NEE Capital does not intend to apply for
listing of any of the Debentures on a securities exchange. NEE
Capital cannot give any assurance as to the maintenance of any
trading market for, or the liquidity of, any series of the Debentures.
Risk Factors
Before purchasing the Debentures, investors should carefully consider
the discussion of risks in "Risk Factors" beginning on page S-5 of
this prospectus supplement 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.
Conflicts of Interest
Affiliates of certain of the underwriters are lenders to NEE Capital
under certain term loan agreements. As described in "Use of
Proceeds," NEE Capital will add the net proceeds from the sale of the
Debentures to its general funds, and expects to use its general funds
to repay a portion of the borrowings under those four separate term
loan agreements. Since affiliates of certain of the underwriters will
receive more than 5% of the net proceeds from the sale of the
Debentures, they will deemed to have a "conflict of interest" under
Rule 5121 of the Financial
S-3
TABLE OF CONTENTS
Industry Regulatory Authority, Inc. ("FINRA"). Accordingly, this
offering will be made by those underwriters in compliance with the
applicable provisions of FINRA Rule 5121, and such underwriters
will not sell any of the Debentures to a discretionary account without
the specific written approval of the account holder.
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S-4
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.
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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
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, 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-5
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, NEER abandoning the development of renewable energy
projects, a loss of NEER's investments in renewable energy projects and reduced project returns, any of
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which could have a material adverse effect on NEE's and NEE Capital's business, financial condition, results
of operations and prospects.
NEER, a wholly owned 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 U.S. and portions of Canada and Spain 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 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 and
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 and
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.
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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
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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
quality, water quality and usage, soil quality, climate change, emissions of greenhouse gases, including, but not
limited to, carbon dioxide ("CO "), waste management, hazardous wastes, marine, avian and other wildlife
2
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 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, CO and methane, from electric generation units using
2
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.
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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
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