Obligation NextEra Energy Capital Group 5.65% ( US65339K8606 ) en USD

NextEra Energy Capital Group

23.44 % ▼

Etats-unis

US65339K8606 ( en USD )

5.65% par an ( paiement semestriel )

28/02/2079

Prospectus brochure de l'obligation NextEra Energy Capital Holdings US65339K8606 en USD 5.65%, échéance 28/02/2079

65339K860

01/03/2026 ( Dans 31 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 ( Etats-unis ) , en USD, avec le code ISIN US65339K8606, paye un coupon de 5.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2079

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424B2 1 tv515593-424b2.htm FINAL PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
?
CALCULATION OF REGISTRATION FEE
?
Maximum
Amount of
Aggregate
Registration
(1)
(2)(3)
?
Title of Each Class of Securities to be Registere
? ? Offering Price
? ?
Fee
?
?
?
NextEra Energy Capital Holdings, Inc. Series N Junior Subordinated Debentures due
?
March 1, 2079
? ? ?$690,000,000 ?? ??$83,628.00? ?
?
?
NextEra Energy, Inc. Junior Subordinated Guarantee of NextEra Energy Capital
(4)
(5)
?
Holdings, Inc. Junior Subordinated Debentures
? ? ??
? ?? ?? ?
? ?
?
?
?
Total
? ? ?$690,000,000 ?? ??$83,628.00? ?
?
?
?
(1)
Includes $90,000,000 principal amount of Series N Junior Subordinated Debentures due March 1, 2079 which the
underwriters have the option to purchase in order to cover over-allotments, if any.
?
(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
?
(3)
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.
?
(4)
The value attributable to the NextEra Energy, Inc. junior subordinated guarantee, if any, is reflected in the offering
price of the NextEra Energy Capital Holdings, Inc. Series N Junior Subordinated Debentures due March 1, 2079.
?
(5)
Pursuant to Rule 457(n) under the Securities Act, no separate fee for the NextEra Energy, Inc. junior subordinated
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.
$600,000,000
Series N Junior Subordinated Debentures due March 1, 2079
The Series N Junior Subordinated Debentures will be
Unconditionally and Irrevocably Guaranteed by
NextEra Energy, Inc.
?
The Series N Junior Subordinated Debentures (the "Junior Subordinated Debentures") will bear interest at 5.65% per year.
NextEra Energy Capital Holdings, Inc. ("NEE Capital") will pay interest quarterly on the Junior Subordinated Debentures on March 1,
June 1, September 1 and December 1 of each year, beginning June 1, 2019. The Junior Subordinated Debentures will be issued in
denominations of? $25 and integral multiples thereof. The Junior Subordinated Debentures will mature on March 1, 2079. NEE
Capital, at its option, may redeem the Junior Subordinated Debentures at the times and prices described in this prospectus supplement.
NEE Capital may defer interest payments on the Junior Subordinated Debentures on one or more occasions for up to
10 consecutive years per deferral period as described in this prospectus supplement. Deferred interest payments will accrue additional
interest at a rate equal to the interest rate on the Junior Subordinated Debentures, to the extent permitted by applicable law.
NEE Capital intends to apply to list the Junior Subordinated Debentures on the New York Stock Exchange. If approved for
listing, trading on the New York Stock Exchange is expected to commence within 30 days after the Junior Subordinated Debentures
are first issued.
See "Risk Factors" beginning on page S-6 of this prospectus supplement to read about certain factors you should
consider before making an investment in the Junior Subordinated Debentures.
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?
Neither the Securities and Exchange Commission nor any other securities commission in any jurisdiction has approved or
disapproved of the Junior Subordinated Debentures or determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
?
Per Junior
?
? ? Subordinated Debenture ? ?
Total
?
Price to Public(1)
? ?
?$
25.00
? ? ??$600,000,000? ?
Underwriting Discount(2)
? ?
?$ 0.7875
? ? ??$ 18,900,000? ?
Proceeds to NEE Capital (before expenses)(2)
? ?
?$24.2125
? ? ??$581,100,000? ?
?
(1)
In addition to the Price to Public set forth above, each purchaser will pay an amount equal to the interest, if any, accrued on the
Junior Subordinated Debentures from the date that the Junior Subordinated Debentures are originally issued to the date that they
are delivered to that purchaser.
?
(2)
Underwriting commissions of? $0.7875 per Junior Subordinated Debenture (or up to $18,900,000 for all Junior Subordinated
Debentures) will be deducted from the proceeds paid to NEE Capital by the underwriters. However, the commission will be
$0.50 per Junior Subordinated Debenture for sales to institutions and, to the extent of such sales, the total underwriting discount
will be less than the amount set forth herein. As a result of sales to institutions, the total proceeds to NEE Capital increased by
$1,261,866.25. Other expenses of the offering will be paid by NEE Capital except as discussed under "Underwriting" in this
prospectus supplement.
?
The underwriters will have the option to purchase up to an additional $90,000,000 in principal amount of the Junior
Subordinated Debentures in order to cover over-allotments, if any. If the option is exercised, any such Junior Subordinated
Debentures are expected to be delivered on or about the same date set forth below. Should the underwriters exercise this option in
full, the total public offering price, underwriting discount and proceeds, before expenses, to NEE Capital will be $690,000,000,
$20,473,133.75 and $669,526,866.25, respectively.
The Junior Subordinated Debentures are expected to be delivered in book-entry only form through The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and/or Euroclear Bank SA/NV, as
operator of the Euroclear System, against payment in New York, New York on or about March 15, 2019.
?
Joint Book-Running Managers
?BofA Merrill Lynch
? ? Morgan Stanley
? ? UBS Investment Bank ? ? Wells Fargo Securities??
Co-Managers
J.P. Morgan
RBC Capital Markets
?
The date of this prospectus supplement is March 6, 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,
NextEra Energy, Inc. ("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 Junior Subordinated
Debentures in any jurisdiction where the offer is not permitted. You should not assume that the information
in this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the
date on the front of those documents or that the information incorporated by reference is accurate as of any
date other than the date of the document incorporated by reference.
?
TABLE OF CONTENTS
Prospectus Supplement
?
? ?
Page
?
Prospectus Supplement Summary
? ? ?? S-1 ??
Risk Factors
? ? ?? S-6 ??
Use of Proceeds
? ? ??S-25 ??
Selected Consolidated Income Statement Data of NEE and Subsidiaries
? ? ??S-26 ??
Consolidated Capitalization of NEE and Subsidiaries
? ? ??S-27 ??
Certain Terms of the Junior Subordinated Debentures
? ? ??S-28 ??
Material United States Federal Income Tax Consequences
? ? ??S-39 ??
Underwriting
? ? ??S-44 ??
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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-i
TABLE OF CONTENTS?
PROSPECTUS SUPPLEMENT SUMMARY
You should read the following summary in conjunction with the more detailed information incorporated by
reference or provided in this prospectus supplement or in the accompanying prospectus. This prospectus
supplement and the accompanying prospectus contain forward-looking statements (as that term is defined in the
Private Securities Litigation Reform Act of 1995). Forward-looking statements should be read with the cautionary
statements in the accompanying prospectus under the heading "Forward-Looking Statements" and the important
factors discussed in this prospectus supplement and in the incorporated documents. To the extent the following
information is inconsistent with the information in the accompanying prospectus, you should rely on the following
information. You should pay special attention to the "Risk Factors" section beginning on page S-6 of this
prospectus supplement to determine whether an investment in the Junior Subordinated Debentures is appropriate
for you.
NEE CAPITAL
The information in this section supplements the information in the "NEE Capital" section on page 2 of the
accompanying prospectus.
NEE Capital owns and provides funding for all of NEE's operating subsidiaries other than Florida Power &
Light Company ("FPL"), 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
SUMMARY?--?Q&A
What securities are being offered pursuant to this prospectus supplement?
NEE Capital is offering $600,000,000 aggregate principal amount ($690,000,000 if the underwriters exercise
their over-allotment option in full) of its Series N Junior Subordinated Debentures due March 1, 2079, which will
be referred to as the "Junior Subordinated Debentures" in this prospectus supplement. NEE Capital's corporate
parent, NEE, has agreed to unconditionally and irrevocably guarantee the payment of principal, interest and
premium, if any, on the Junior Subordinated Debentures. The Junior Subordinated Debentures will be issued in
denominations of? $25 and integral multiples thereof.
What interest will be paid by NEE Capital?
The Junior Subordinated Debentures will bear interest at 5.65% per year. Subject to NEE Capital's right to
defer interest payments described below, interest is payable quarterly in arrears on March 1, June 1, September 1
and December 1 of each year, beginning June 1, 2019.
For a more complete description of interest payable on the Junior Subordinated Debentures, see "Certain
Terms of the Junior Subordinated Debentures?--?Interest and Payment."
What are the record dates for the payment of interest?
The record date for interest payable on any interest payment date for the Junior Subordinated Debentures shall
be the close of business on (1) the business day (as defined below under "Certain Terms of the Junior Subordinated
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Debentures?--?Interest and Payment") immediately preceding such interest payment date so long as all of the
Junior Subordinated Debentures remain in book-entry only form, or (2) the 15th calendar day immediately
preceding such interest payment date if any of the Junior Subordinated Debentures do not remain in book-entry
only form.
When can payment of interest be deferred?
So long as there is no event of default under the subordinated indenture pursuant to which the Junior
Subordinated Debentures will be issued, NEE Capital may defer interest payments on the Junior Subordinated
Debentures, from time to time, for one or more periods (each, an "Optional Deferral Period") of up to 10
consecutive years per Optional Deferral Period. In other words, NEE Capital may declare at its discretion up to a
10-year interest payment moratorium on the Junior Subordinated Debentures, and may choose to do that on more
than one occasion. NEE Capital may not defer payments beyond the maturity date of the Junior Subordinated
Debentures (which is March 1, 2079). Any deferred interest on the Junior Subordinated Debentures will accrue
additional interest at a rate equal to the interest rate on the Junior Subordinated Debentures, to the extent permitted
by applicable law. Once all accrued and unpaid interest on the Junior Subordinated Debentures has been paid, NEE
Capital can begin a new Optional Deferral Period. However, NEE Capital has no current intention of deferring
interest payments on the Junior Subordinated Debentures.
For a more complete description of NEE Capital's ability to defer the payment of interest, see "Certain Terms
of the Junior Subordinated Debentures?--?Option to Defer Interest Payments" and "Certain Terms of the Junior
Subordinated Debentures?--?Modification of the Subordinated Indenture" in this prospectus supplement and
"Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated Guarantee?--?Option
to Defer Interest Payments" in the accompanying prospectus.
What restrictions are imposed on NEE Capital and NEE during an Optional Deferral Period?
During any period in which NEE Capital defers interest payments on the Junior Subordinated Debentures,
neither NEE nor NEE Capital will, and each will cause their majority-owned subsidiaries not to, do any of the
following (with limited exceptions):
·
declare or pay any dividend or distribution on NEE's or NEE Capital's capital stock;
?
?
S-2
TABLE OF CONTENTS
·
redeem, purchase, acquire or make a liquidation payment with respect to any of NEE's or NEE Capital's
capital stock;
?
·
pay any principal, interest or premium on, or repay, repurchase or redeem any of NEE's or NEE Capital's
debt securities that are equal or junior in right of payment with the Junior Subordinated Debentures or
NEE's guarantee (the "Junior Subordinated Guarantee") of NEE Capital's payment obligations under the
Junior Subordinated Debentures (as the case may be); or
?
·
make any payments with respect to any NEE or NEE Capital guarantee of debt securities if such
guarantee is equal or junior in right of payment to the Junior Subordinated Debentures or the Junior
Subordinated Guarantee (as the case may be).
?
See "Certain Terms of the Junior Subordinated Debentures?--?Option to Defer Interest Payments" and
"Certain Terms of the Junior Subordinated Debentures?--?Modification of the Subordinated Indenture" (which
describes the right of NEE and NEE Capital to modify the restrictions described above) in this prospectus
supplement and "Description of NEE Capital Junior Subordinated Debentures and NEE Junior Subordinated
Guarantee?--?Option to Defer Interest Payments" (which includes a description of the limited exceptions to the
restrictions described above) in the accompanying prospectus.
Even though you will not receive any interest payments on your Junior Subordinated Debentures during an
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Optional Deferral Period, you likely will be required to include amounts in income for United States federal
income tax purposes during such period, regardless of your method of accounting for United States federal income
tax purposes. You should consult with your own tax advisor regarding the tax consequences of an investment in the
Junior Subordinated Debentures. See "Material United States Federal Income Tax Consequences?--?U.S. Holders"
in this prospectus supplement.
If NEE Capital defers interest for a period of 10 consecutive years from the commencement of an Optional
Deferral Period, NEE Capital will be required to pay all accrued and unpaid interest at the conclusion of the 10-
year period, and to the extent it does not do so, NEE will be required to make guarantee payments in accordance
with the Junior Subordinated Guarantee with respect thereto. If NEE Capital fails to pay in full all accrued and
unpaid interest at the conclusion of the 10-year period, such failure continues for 30 days and NEE fails to make
guarantee payments with respect thereto, an event of default that gives rise to a right to accelerate principal of and
interest on the Junior Subordinated Debentures will have occurred under the subordinated indenture pursuant to
which the Junior Subordinated Debentures will be issued. See "Description of NEE Capital Junior Subordinated
Debentures and NEE Junior Subordinated Guarantee?--?Events of Default" and "Description of NEE Capital
Junior Subordinated Debentures and NEE Junior Subordinated Guarantee?--?Remedies" in the accompanying
prospectus.
When can NEE Capital redeem the Junior Subordinated Debentures?
NEE Capital may redeem the Junior Subordinated Debentures at its option before their maturity:
·
in whole or in part on one or more occasions on or after June 15, 2024 at 100% of their principal amount
plus accrued and unpaid interest;
?
·
in whole but not in part before June 15, 2024 at 100% of their principal amount plus accrued and unpaid
interest, if certain changes in tax laws, regulations or interpretations occur; or
?
·
in whole but not in part before June 15, 2024 at 102% of their principal amount plus accrued and unpaid
interest if a rating agency makes certain changes in the equity credit methodology for securities such as
the Junior Subordinated Debentures.
?
The circumstances under which the Junior Subordinated Debentures may be redeemed, and the redemption
prices, are more fully described below under the captions "Certain Terms of the Junior Subordinated Debentures?
--?Optional Redemption," "Certain Terms of the Junior Subordinated Debentures?--?Right to Redeem Upon a
Tax Event," and "Certain Terms of the Junior Subordinated Debentures?--?Right to Redeem Upon a Rating
Agency Event" in this prospectus supplement.
S-3
TABLE OF CONTENTS
What is the ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee?
NEE Capital's payment obligation under the Junior Subordinated Debentures will be unsecured and will rank
junior and be subordinated in right of payment and upon liquidation to all of NEE Capital's Senior Indebtedness,
and NEE's payment obligation under the Junior Subordinated Guarantee will be unsecured and will rank junior and
be subordinated in right of payment and upon liquidation to all of NEE's Senior Indebtedness. Senior Indebtedness
of NEE Capital and NEE are defined below under "Certain Terms of the Junior Subordinated Debentures?--?
Ranking of the Junior Subordinated Debentures and the Junior Subordinated Guarantee." However, the Junior
Subordinated Debentures and the Junior Subordinated Guarantee will rank equally in right of payment with any
Pari Passu Securities, as defined below under "Certain Terms of the Junior Subordinated Debentures?--?Ranking
of the Junior Subordinated Debentures and the Junior Subordinated Guarantee."
While NEE Capital is a holding company that derives substantially all of its income from its operating
subsidiaries, NEE Capital's subsidiaries are separate and distinct legal entities and have no obligation to make any
payments on the Junior Subordinated Debentures or to make any funds available for such payment. Therefore, the
Junior Subordinated Debentures will be effectively subordinated to all indebtedness and other liabilities, including
trade payables, debt and preferred stock, incurred or issued by NEE Capital's subsidiaries. In addition to trade
liabilities, many of NEE Capital's operating subsidiaries incur debt in order to finance their business activities. All
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of this indebtedness will be effectively senior to the Junior Subordinated Debentures. The subordinated indenture
pursuant to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of
Senior Indebtedness that NEE Capital may issue, guarantee or otherwise incur or the amount of liabilities, including
debt or preferred stock, that NEE Capital's subsidiaries may issue, guarantee or otherwise incur. NEE Capital
expects from time to time to incur additional indebtedness and other liabilities and to guarantee indebtedness that
will be senior to the Junior Subordinated Debentures. At March 5, 2019, NEE Capital's Senior Indebtedness, on an
unconsolidated basis, totaled approximately $16.7 billion.
While NEE is a holding company that derives substantially all of its income from its operating subsidiaries,
NEE's subsidiaries are separate and distinct legal entities and, other than NEE Capital, have no obligation to make
any payments on the Junior Subordinated Debentures or to make any funds available for such payment. Therefore,
the Junior Subordinated Guarantee will be effectively subordinated to all indebtedness and other liabilities,
including trade payables, debt and preferred stock incurred or issued by NEE's subsidiaries. In addition to trade
liabilities, many of NEE's operating subsidiaries incur debt in order to finance their business activities. All of this
indebtedness will be effectively senior to the Junior Subordinated Guarantee. The subordinated indenture pursuant
to which the Junior Subordinated Debentures will be issued does not place any limit on the amount of Senior
Indebtedness that NEE may issue, guarantee or otherwise incur or the amount of liabilities, including debt or
preferred stock, that NEE's subsidiaries may issue, guarantee or otherwise incur. NEE expects from time to time to
incur additional indebtedness and other liabilities and to guarantee indebtedness that will be senior to the Junior
Subordinated Guarantee. At March 5, 2019, NEE's Senior Indebtedness, on an unconsolidated basis, totaled
approximately $16.7 billion, which amount consisted solely of NEE's guarantees of NEE Capital indebtedness
referred to in the paragraph above.
Will the Junior Subordinated Debentures be listed on a stock exchange?
NEE Capital intends to apply to list the Junior Subordinated Debentures on the New York Stock Exchange. If
approved for listing, trading of the Junior Subordinated Debentures on the New York Stock Exchange is expected
to commence within 30 days after they are first issued.
In what form will the Junior Subordinated Debentures be issued?
The Junior Subordinated Debentures will be represented by one or more global certificates and registered in
the name of The Depository Trust Company ("DTC") or its nominee, and deposited with the subordinated
indenture trustee on behalf of DTC. This means that you will not receive a certificate for your Junior Subordinated
Debentures and that your broker will maintain your position in the Junior Subordinated Debentures. NEE Capital
expects that the Junior Subordinated Debentures will be ready for delivery through DTC on or about the date
indicated on the cover of this prospectus supplement.
S-4
TABLE OF CONTENTS
What are the principal United States federal income tax consequences related to the Junior Subordinated
Debentures?
In connection with the issuance of the Junior Subordinated Debentures, NEE Capital and NEE will receive an
opinion from Morgan, Lewis & Bockius LLP that, for United States federal income tax purposes, the Junior
Subordinated Debentures will be treated as indebtedness of NEE Capital (although there is no controlling authority
directly on point). This opinion is subject to certain customary conditions and is not binding on the Internal
Revenue Service. See "Material United States Federal Income Tax Consequences?--?Classification of the Junior
Subordinated Debentures."
Each holder of Junior Subordinated Debentures will, by accepting the Junior Subordinated Debentures or a
beneficial interest therein, be deemed to have agreed that the holder intends that the Junior Subordinated
Debentures constitute indebtedness and will treat the Junior Subordinated Debentures as indebtedness for all United
States federal, state and local tax purposes. NEE Capital intends to treat the Junior Subordinated Debentures in the
same manner.
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If NEE Capital elects to defer interest on the Junior Subordinated Debentures for one or more Optional
Deferral Periods, the holders of the Junior Subordinated Debentures likely will be required to include amounts in
income for United States federal income tax purposes during such period, regardless of such holder's method of
accounting for United States federal income tax purposes and notwithstanding that no interest payments will be
made on the Junior Subordinated Debentures during such periods.
May additional Junior Subordinated Debentures of the same series be issued?
All Junior Subordinated Debentures need not be issued at the same time, and the series may be re-opened for
issuances of additional Junior Subordinated Debentures of that series. This means that NEE Capital may from time
to time, without notice to, or the consent of, the existing holders of the Junior Subordinated Debentures, create and
issue additional Junior Subordinated Debentures. Such additional Junior Subordinated Debentures will have the
same terms as the Junior Subordinated Debentures in all respects (except for the payment of interest accruing prior
to the issue date of the additional Junior Subordinated Debentures or except for the first payments of interest
following the issue date of the additional Junior Subordinated Debentures) so that the additional Junior
Subordinated Debentures may be consolidated and form a single series with the Junior Subordinated Debentures.
In addition, NEE Capital has granted the underwriters an option to purchase up to an additional $90,000,000 in
principal amount of the Junior Subordinated Debentures in order to cover over-allotments, if any.
S-5
TABLE OF CONTENTS?
RISK FACTORS
The information in this section supplements the information in the "Risk Factors" section beginning on page 6
of the accompanying prospectus.
Before purchasing the Junior Subordinated Debentures, investors should carefully consider the following risk
factors together with the risk factors and other information incorporated by reference or provided in the
accompanying prospectus or in this prospectus supplement in order to evaluate an investment in the Junior
Subordinated Debentures.
Risks Relating to NEE's and NEE Capital's Business
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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
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
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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.
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.
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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
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
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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.
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
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