TABLE OF CONTENTS

CALCULATION OF REGISTRATION FEE

Maximum

Amount of

Title of Each Class of Securities to be Registered

Aggregate

Registration

Offering Price

Fee(1)(2)

NextEra Energy Capital Holdings, Inc. 2.75% Debentures, Series due

November 1, 2029

$

995,970,000

$

129,276.91

NextEra Energy, Inc. Guarantee of NextEra Energy Capital Holdings, Inc.

Debentures(3)

(4)

Total

$

995,970,000

$

129,276.91

  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. 2.75% Debentures, Series due November 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.

$1,000,000,000 2.75% Debentures, Series due November 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 2.75% Debentures, Series due November 1, 2029 (the "Debentures") on May 1 and November 1 of each year, beginning May 1, 2020. NEE Capital, at its option, may redeem some or all of the Debentures at any time before their maturity date at the redemption prices discussed under "Certain Terms of the Debentures - Optional Redemption" beginning on page S-21of this prospectus supplement.

NEE Capital's corporate parent, NextEra Energy, Inc. ("NEE"), has agreed to absolutely, irrevocably and unconditionally guarantee the payment of principal, interest and premium, if any, on the Debentures. The Debentures and the guarantee are unsecured and unsubordinated and rank equally with other unsecured and unsubordinated indebtedness from time to time outstanding of NEE Capital and NEE, respectively. NEE Capital does not intend to apply to list the Debentures on a securities exchange.

See "Risk Factors" beginning on page S-3of 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

Total

Debenture

Price to Public

99.597%

$

995,970,000

Underwriting Discount

0.650%

$

6,500,000

Proceeds to NEE Capital (before expenses)

98.947%

$

989,470,000

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 October 3, 2019.

Joint Book-Running Managers

Citigroup

Goldman Sachs & Co. LLC

J.P. Morgan

MUFG​

Barclays

KeyBanc Capital Markets

Regions Securities LLC​

SunTrust Robinson Humphrey

US Bancorp​

Co-Managers

Academy Securities

Loop Capital Markets

Ramirez & Co., Inc.

Santander​

SOCIETE GENERALE

Synovus Securities, Inc.

Wolfe Capital Markets and Advisory​

Junior Co-Managers

C.L. King & Associates

Siebert Cisneros Shank & Co., L.L.C.​

The date of this prospectus supplement is October 1, 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

Risk Factors

S-3

NEE Capital

S-19

NEE

S-19

Use of Proceeds

S-19

Consolidated Capitalization of NEE and Subsidiaries

S-20

Certain Terms of the Debentures

S-21

Certain U.S. Federal Income Tax Consequences for Non-U.S. Holders

S-28

Underwriting (Conflicts of Interest)

S-31

Prospectus

About this Prospectus

1

Risk Factors

1

NEE

1

NEE Capital

2

Use of Proceeds

2

Consolidated Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and

Preferred Stock Dividends

2

Where You Can Find More Information

2

Incorporation by Reference

2

Forward-Looking Statements

3

Description of NEE Common Stock

4

Description of NEE Preferred Stock

8

Description of NEE Stock Purchase Contracts and Stock Purchase Units

9

Description of NEE Warrants

10

Description of NEE Senior Debt Securities

10

Description of NEE Subordinated Debt Securities

10

Description of NEE Junior Subordinated Debentures

10

Description of NEE Capital Preferred Stock

10

Description of NEE Guarantee of NEE Capital Preferred Stock

11

Description of NEE Capital Senior Debt Securities

12

Description of NEE Guarantee of NEE Capital Senior Debt Securities

22

Description of NEE Capital Subordinated Debt Securities and NEE Subordinated Guarantee

24

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

24

Information Concerning the Trustees

39

Plan of Distribution

39

Experts

40

Legal Opinions

40

S-2

TABLE OF CONTENTS

RISK FACTORS

The information in this section supplements the information in the "Risk Factors" section beginning on page 1of the accompanying prospectus.

Before purchasing the Debentures, investors should carefully consider the following risk factors together with the risk factors and other information incorporated by reference or provided in the accompanying prospectus or in this prospectus supplement in order to evaluate an investment in the Debentures.

Regulatory, Legislative and Legal Risks

NEE's and NEE Capital's business, financial condition, results of operations and prospects may be materially adversely affected by the extensive regulation of their business.

The operations of NEE and NEE Capital are subject to complex and comprehensive federal, state and other regulation. This extensive regulatory framework, portions of which are more specifically identified in the following risk factors, regulates, among other things and to varying degrees, NEE's and NEE Capital's industry, businesses, rates and cost structures, operation and licensing of nuclear power facilities, construction and operation of electricity generation, transmission and distribution facilities and natural gas and oil production, natural gas, oil and other fuel transportation, processing and storage facilities, acquisition, disposal, depreciation and amortization of facilities and other assets, decommissioning costs and funding, service reliability, wholesale and retail competition, and commodities trading and derivatives transactions. In their business planning and in the management of their operations, NEE and NEE Capital must address the effects of regulation on their business and any inability or failure to do so adequately could have a material adverse effect on their business, financial condition, results of operations and prospects.

NEE's and NEE Capital's business, financial condition, results of operations and prospects could be materially adversely affected if they are unable to recover in a timely manner any significant amount of costs, a return on certain assets or a reasonable return on invested capital through base rates, cost recovery clauses, other regulatory mechanisms or otherwise.

Florida Power & Light Company ("FPL"), a wholly owned subsidiary of NEE, operates as an electric utility and is subject to the jurisdiction of the Florida Public Service Commission ("FPSC") over a wide range of business activities, including, among other items, the retail rates charged to its customers through base rates and cost recovery clauses, the terms and conditions of its services, procurement of electricity for its customers and fuel for its plant operations, issuances of securities, and aspects of the siting, construction and operation of its generation plants and transmission and distribution systems for the sale of electric energy. The FPSC has the authority to disallow recovery by FPL of costs that it considers excessive or imprudently incurred and to determine the level of return that FPL is permitted to earn on invested capital. The regulatory process, which may be adversely affected by the political, regulatory and economic environment in Florida and elsewhere, limits or could otherwise adversely impact FPL's earnings. The regulatory process also does not provide any assurance as to achievement of authorized or other earnings levels, or that FPL will be permitted to earn an acceptable return on capital investments it wishes to make. NEE's and NEE Capital's business, financial condition, results of operations and prospects could be materially adversely affected if any material amount of costs, a return on certain assets or a reasonable return on invested capital cannot be recovered through base rates, cost recovery clauses, other regulatory mechanisms or otherwise. Certain other subsidiaries of NEE are utilities subject to the jurisdiction of their regulators and are subject to similar risks.

Regulatory decisions that are important to NEE and NEE Capital may be materially adversely affected by political, regulatory and economic factors.

The local and national political, regulatory and economic environment has had, and may in the future have, an adverse effect on FPSC decisions with negative consequences for FPL. These decisions may require, for example, FPL to cancel or delay planned development activities, to reduce or delay other planned capital expenditures or to pay for investments or otherwise incur costs that it may not be able to recover through rates, each of which could have a material adverse effect on the business, financial condition, results of operations and prospects of NEE. Certain other subsidiaries of NEE and NEE Capital are subject to similar risks.

S-3

TABLE OF CONTENTS

FPL's use of derivative instruments could be subject to prudence challenges and, if found imprudent, could result in disallowances of cost recovery for such use by the FPSC.

The FPSC engages in an annual prudence review of FPL's use of derivative instruments in its risk management fuel procurement program and should it find any such use to be imprudent, the FPSC could deny cost recovery for such use by FPL. Such an outcome could have a material adverse effect on NEE's business, financial condition, results of operations and prospects.

Any reductions or modifications to, or the elimination of, governmental incentives or policies that support utility scale renewable energy, including, but not limited to, tax laws, policies and incentives, renewable portfolio standards ("RPS") or feed-in tariffs, or the imposition of additional taxes or other assessments on renewable energy, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new renewable energy projects, NextEra Energy Resources, LLC ("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 rooftops at below cost or that are otherwise subsidized by non-participants, or would permit third-party sales of electricity, could have a material adverse effect on NEE's business, financial condition, results of operations and prospects. There can be no assurance that FPL will be able to respond adequately to such regulatory changes, which could have a material adverse effect on NEE's business, financial condition, results of operations and prospects.

S-4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

NextEra Energy Inc. published this content on 02 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 October 2019 17:48:07 UTC