Obligation Nextera Energy Holdings Inc 2.403% ( US65339KAS96 ) en USD

Nextera Energy Holdings Inc

100 % ▲

Etas-Unis

US65339KAS96 ( en USD )

2.403% par an ( paiement semestriel )

31/08/2021 - Obligation échue

Prospectus brochure de l'obligation Nextera Energy Capital Holdings Inc US65339KAS96 en USD 2.403%, échue

100 000 USD

1 500 000 000 USD

65339KAS9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Nextera Energy Capital Holdings Inc. est une filiale de Nextera Energy, Inc. spécialisée dans le développement, la construction et le financement de projets d'énergie renouvelable à grande échelle, principalement éolienne et solaire, ainsi que de projets de stockage d'énergie.

L'obligation de type dette, identifiée par le code ISIN US65339KAS96 et le code CUSIP 65339KAS9, a été émise par NextEra Energy Capital Holdings Inc., une entité de financement majeure adossée à NextEra Energy, l'une des plus grandes entreprises de services publics et développeur d'énergies renouvelables des États-Unis. Cette émission, d'une taille totale de 1 500 000 000 USD et libellée en USD, offrait un taux d'intérêt de 2.403% avec une fréquence de paiement semestrielle (2 paiements par an), et était accessible à l'achat par lots de 100 000 USD. Ayant son pays d'émission aux États-Unis, cette obligation a atteint sa maturité le 31 août 2021, et a été intégralement remboursée, comme en témoigne son prix actuel sur le marché de 100% au moment de son échéance. La solvabilité de l'émetteur pour cette dette était reconnue par des notations de BBB+ attribuée par Standard & Poor's (S&P) et Baa1 par Moody's, attestant de sa qualité de crédit tout au long de sa durée de vie.

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424B2 1 tv526753-424b2.htm 424B2
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE
?
?
Maximum
Maximum
Offering
Maximum
Amount of
Amount to be
Price per
Aggregate
Registration
Title of Each Class of Securities to be Registered ? ?
Registered
? ?
Security
? ? Offering Price ? ?
Fee(1)(2)
?
NextEra Energy Capital Holdings, Inc. Series I
Debentures due September 1, 2021
? ??$1,500,000,000? ? ? ??100.245 ? ?
% ??$1,503,675,000? ? ??$182,245.41? ?
NextEra Energy, Inc. Guarantee of NextEra
Energy Capital Holdings, Inc. Debentures(3)
(4)
? ???
?? ? ? ??
? ? ? ???
?? ? ?? ?
? ?
Total
? ??$1,500,000,000? ? ? ??100.245 ? ?
% ??$1,503,675,000? ? ??$182,245.41? ?
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended ("Securities Act").
?
(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. Series I Debentures due September 1, 2021.
?
(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.
$1,500,000,000
Series I Debentures due September 1, 2021
The Debentures are Absolutely, Irrevocably and
Unconditionally Guaranteed by
NextEra Energy, Inc.
?
This is a remarketing of? $1,500,000,000 aggregate principal amount of Series I Debentures due September 1, 2021 (the
"Debentures"), that were originally issued by NextEra Energy Capital Holdings, Inc. ("NEE Capital") in August 2016 as components of
Equity Units (initially consisting of Corporate Units) sold by NEE Capital's corporate parent, NextEra Energy, Inc. ("NEE"). The
Debentures are being remarketed pursuant to the terms of the Corporate Units.
The interest rate on the Debentures will be reset to 2.403% per year, effective on and after August 8, 2019. NEE Capital will pay
interest on the Debentures on March 1 and September 1 of each year, beginning September 1, 2019. Interest on the Debentures will begin
accruing from and including August 8, 2019. The Debentures will mature on September 1, 2021.
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
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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-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.
?
Per
?
? ? Debenture
? ?
Total
?
Price to Public(1)
? ???100.245 ?
% ? ??$1,503,675,000.00??
Remarketing Fee to Remarketing Agents(2)
? ???
0.250 ?% ? ??$
3,749,788.10??
Net Proceeds(3)
? ??? 99.995 ?
% ? ??$1,499,925,211.90??
?
(1) Plus accrued interest from August 8, 2019, if settlement is after that date.
?
(2) Equals 0.250% of the Treasury portfolio purchase price.
?
(3) Neither NEE nor NEE Capital will receive any proceeds from the remarketing. See "Use of Proceeds" in this prospectus
supplement.
?
The remarketing agents expect to deliver the Debentures to investors 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 August 8, 2019.
?
Remarketing Agents
Goldman Sachs & Co. LLC Credit Suisse Mizuho Securities
The date of this prospectus supplement is August 5, 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 remarketing agents specifying the final terms of the offering. None of NEE Capital, NEE or the
remarketing agents have authorized anyone else to provide you with additional or different information.
None of NEE Capital, NEE or the remarketing agents 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-23 ??
Consolidated Capitalization of NEE and Subsidiaries
? ? ??S-24 ??
Certain Terms of the Remarketed Debentures
? ? ??S-25 ??
Material United States Federal Income Tax Consequences
? ? ??S-32 ??
Remarketing
? ? ??S-37 ??
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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
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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.
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NEE
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 Remarketing
Issuer
NextEra Energy Capital Holdings, Inc.
Debentures Remarketed
$1,500,000,000 aggregate principal amount of Series I Debentures
due September 1, 2021.
Maturity
The Debentures will mature on September 1, 2021.
Interest Rate
The interest rate on the Debentures will be reset to 2.403% per year
(the "reset rate"), effective from and after August 8, 2019.
Interest Payment Dates
From and after August 8, 2019, interest on the Debentures will be
payable semi-annually on March 1 and September 1 of each year,
beginning September 1, 2019. Interest will be payable to the person in
whose name the Debenture is registered at the close of business on
the business day prior to the interest payment date, so long as all of
the Debentures are held in book-entry only form. See "Certain Terms
of the Remarketed Debentures?--? Interest and Payment" in this
prospectus supplement.
Remarketing
The Debentures were originally issued by NEE Capital in August
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2016, in connection with NEE's issuance and sale to the public of its
Equity Units (initially consisting of Corporate Units). Each Corporate
Unit initially consisted of both a purchase contract obligating the
holder to purchase NEE common stock and a 5% undivided
beneficial interest in a $1,000 principal amount of a Debenture. In
order to secure their obligations under the purchase contracts, holders
of the Corporate Units pledged their undivided beneficial ownership
interests in the Debentures to NEE through Deutsche Bank Trust
Company Americas, as collateral agent.
Pursuant to the terms of the Corporate Units, the Debentures are being
remarketed under the terms and subject to the conditions contained in
a remarketing agreement and a supplemental remarketing agreement.
These agreements require Goldman Sachs & Co. LLC, Credit Suisse
Securities (USA) LLC and Mizuho Securities USA LLC, as the
remarketing agents, to use their commercially reasonable efforts to
remarket the Debentures at a public offering price that will result in
proceeds sufficient to purchase the Treasury portfolio at the Treasury
portfolio purchase price plus the remarketing fee, as described under
"Use of Proceeds." See "Remarketing" beginning on page S-37 of this
prospectus supplement.
Mandatory Redemption
The Debentures are mandatorily redeemable in whole but not in part,
upon the occurrence of a "Guarantor Event" as described under
"Certain Terms of the Remarketed Debentures?--? Mandatory
Redemption" in this prospectus supplement.
Special Event Redemption
The Debentures are redeemable at NEE Capital's option, in whole but
not in part, upon the occurrence and continuation of a "special event"
as described under "Certain Terms of the Remarketed Debentures?
--?Special Event Redemption" in this prospectus supplement.
S-2
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Use of Proceeds
The proceeds from the remarketing, after payment of the remarketing
fee to the remarketing agents, are estimated to be $1,499,925,211.90.
Neither NEE nor NEE Capital will receive any proceeds from the
remarketing. Instead, the proceeds from the remarketing of the
Debentures that are included in the Corporate Units issued by NEE in
August 2016, net of the remarketing fee, will be used to purchase the
Treasury portfolio described in this prospectus supplement, a portion
of which will then be pledged to secure the purchase contract
obligations of the holders of the Corporate Units. Any remaining
proceeds from the remarketing of the Debentures that are included in
Corporate Units will be remitted ratably to holders of those Corporate
Units. On September 3, 2019 (which is the first business day next
succeeding the September 1, 2019 purchase contract settlement date),
a portion of the proceeds from the amount paid upon the maturity of
the Treasury portfolio will be paid to NEE in settlement of the
obligation of the holders of Corporate Units under the purchase
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contracts to purchase shares of NEE's common stock, in exchange for
such shares. See "Use of Proceeds" in this prospectus supplement.
Ranking of the Debentures
The Debentures are unsecured and unsubordinated and rank equally
with other unsecured and unsubordinated indebtedness from time to
time outstanding of NEE Capital. See "Description of NEE Capital
Senior Debt Securities?--?Security and Ranking" in the
accompanying prospectus.
Guarantee
NEE has agreed to absolutely, irrevocably and unconditionally
guarantee the payment of principal, interest and premium, if any, on
the Debentures. NEE's guarantee of the Debentures is unsecured and
unsubordinated and ranks equally with other unsecured and
unsubordinated indebtedness from time to time outstanding of NEE.
See "Description of NEE Guarantee of NEE Capital Senior Debt
Securities?--?Security and Ranking" in the accompanying
prospectus.
Risk Factors
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.
Limitation on Liens
NEE Capital may not grant a lien on the capital stock of any of its
majority owned subsidiaries which shares of capital stock NEE
Capital now or hereafter directly owns to secure indebtedness of NEE
Capital without similarly securing the Debentures, with certain
exceptions. The granting of liens by NEE Capital's subsidiaries is not
restricted in any way. See "Description of NEE Capital Senior Debt
Securities?--? Limitation on Liens" in the accompanying prospectus.
United States Federal Income Taxation
NEE Capital and NEE have treated and will continue to treat the
Debentures for United States ("U.S.") federal income tax purposes as
indebtedness that is subject to the U.S. Treasury regulations
governing contingent payment debt instruments. For a detailed
discussion, please see "Material United States Federal Income Tax
Consequences" in this prospectus supplement.
S-3
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No Listing of the Debentures
NEE Capital does not intend to apply to list the Debentures on a
securities exchange.
Indenture Trustee, Registrar and
Paying Agent
The Bank of New York Mellon.
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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.
Risks Relating to NEE's and NEE Capital's Business
Regulatory, Legislative and Legal Risks
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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
S-5
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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.
Any reductions or modifications to, or the elimination of, governmental incentives or policies that support
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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.
S-6
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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.
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
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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
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.
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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.
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:
https://www.sec.gov/Archives/edgar/data/753308/000114420419037824/tv526753-424b2.htm[8/12/2019 1:33:20 PM]

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