NEXTERA ENERGY INC (Form: 10-Q, Received: 07/27/2012 17:21:04)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012



Commission File Number	Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number

1-8841	NEXTERA ENERGY, INC.	59-2449419
2-27612	FLORIDA POWER & LIGHT COMPANY	59-0247775
	700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000

State or other jurisdiction of incorporation or organization: Florida

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days.

NextEra Energy, Inc. Yes þ No o Florida Power & Light Company Yes þ No o

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).

NextEra Energy, Inc. Yes þ No o Florida Power & Light Company Yes þ No o

Indicate by check mark whether the registrants are a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934.



NextEra Energy, Inc.	Large Accelerated Filer þ	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller Reporting Company ¨
Florida Power & Light Company	Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer þ	Smaller Reporting Company ¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No þ

The number of shares outstanding of NextEra Energy, Inc. common stock, as of the latest practicable date: Common Stock, $0.01 par value, outstanding as of June 30, 2012 : 422,757,848 shares.

As of June 30, 2012 , there were issued and outstanding 1,000 shares of Florida Power & Light Company common stock, without par value, all of which were held, beneficially and of record, by NextEra Energy, Inc.

This combined Form 10-Q represents separate filings by NextEra Energy, Inc. and Florida Power & Light Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Florida Power & Light Company makes no representations as to the information relating to NextEra Energy, Inc.'s other operations.

Florida Power & Light Company meets the conditions set forth in General Instruction H.(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.

TABLE OF CONTENTS



		Page No.

Forward-Looking Statements		3

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	53

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 5.	Other Information	54
Item 6.	Exhibits	55

Signatures		57

NextEra Energy, Inc., Florida Power & Light Company, NextEra Energy Capital Holdings, Inc. and NextEra Energy Resources, LLC each has subsidiaries and affiliates with names that may include NextEra Energy, FPL, NextEra Energy Resources, FPL Group Capital, FPL Energy, FPLE and similar references. For convenience and simplicity, in this report the terms NEE, FPL, NEECH and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.

FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as will, will likely result, are expected to, will continue, is anticipated, aim, believe, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NextEra Energy, Inc.'s (NEE) and/or Florida Power & Light Company's (FPL) operations and financial results, and could cause NEE's and/or FPL's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEE and/or FPL in this combined Form 10-Q, in presentations, on their respective websites, in response to questions or otherwise.

Regulatory, Legislative and Legal Risks


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


•	NEE's and FPL'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 an appropriate return on capital through base rates, cost recovery clauses, other regulatory mechanisms or otherwise.


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


•	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 Florida Public Service Commission (FPSC).

•

Any reductions to, or the elimination of, governmental incentives that support renewable energy, including, but not limited to, tax 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 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 business, financial condition, results of operations and prospects.


•	NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected as a result of new or revised laws, regulations or interpretations or other regulatory initiatives.


•	NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected if the rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) broaden the scope of its provisions regarding the regulation of over-the-counter (OTC) financial derivatives and make them applicable to NEE and FPL.


•	NEE and FPL are subject to numerous environmental laws and regulations that require capital expenditures, increase their cost of operations and may expose them to liabilities.


•	NEE's and FPL'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.


•	Extensive federal regulation of the operations of NEE and FPL exposes NEE and FPL to significant and increasing compliance costs and may also expose them to substantial monetary penalties and other sanctions for compliance failures.


•	Changes in tax laws, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could adversely affect NEE's and FPL's business, financial condition, results of operations and prospects.


•	NEE's and FPL's business, financial condition, results of operations and prospects may be materially adversely affected due to adverse results of litigation.

Operational Risks


•	NEE's and FPL's business, financial condition, results of operations and prospects could suffer if NEE and FPL do not proceed with projects under development or are unable to complete the construction of, or capital improvements to, electric generation, transmission and distribution facilities, gas infrastructure facilities or other facilities on schedule or within budget.


•	NEE and FPL may face risks related to project siting, financing, construction, permitting, governmental approvals and the negotiation of project development agreements that may impede their development and operating activities.


•	The operation and maintenance of NEE's and FPL's electric generation, transmission and distribution facilities, gas

infrastructure facilities and other facilities are subject to many operational risks, the consequences of which could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.


•	NEE's and FPL's business, financial condition, results of operations and prospects may be negatively affected by a lack of growth or slower growth in the number of customers or in customer usage.


•	NEE's and FPL's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.


•	Threats of terrorism and catastrophic events that could result from terrorism, cyber attacks, or individuals and/or groups attempting to disrupt NEE's and FPL's business, or the businesses of third parties, may materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects.


•	The ability of NEE and FPL to obtain insurance and the terms of any available insurance coverage could be adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEE's and FPL's insurance coverage does not provide protection against all significant losses.


•	If supply costs necessary to provide NEER's full energy and capacity requirement services are not favorable, operating costs could increase and adversely affect NEE's business, financial condition, results of operations and prospects.


•	Due to the potential for significant volatility in market prices for fuel, electricity and renewable and other energy commodities, NEER's inability or failure to hedge effectively its assets or positions against changes in commodity prices, volumes, interest rates, counterparty credit risk or other risk measures could significantly impair NEE's results of operations.


•	Sales of power on the spot market or on a short-term contractual basis may cause NEE's results of operations to be volatile.


•	Reductions in the liquidity of energy markets may restrict the ability of NEE to manage its operational risks, which, in turn, could negatively affect NEE's results of operations.


•	If price movements significantly or persistently deviate from historical behavior, NEE's and FPL's hedging and trading procedures and associated risk management tools may not protect against significant losses.


•	If power transmission or natural gas, nuclear fuel or other commodity transportation facilities are unavailable or disrupted, FPL's and NEER's ability to sell and deliver power or natural gas may be limited.


•	NEE and FPL are subject to credit and performance risk from customers, hedging counterparties and vendors.


•	NEE and FPL could recognize financial losses or a reduction in operating cash flows if a counterparty fails to perform or make payments in accordance with the terms of derivative contracts or if NEE or FPL is required to post margin cash collateral under derivative contracts.


•	NEE and FPL are highly dependent on sensitive and complex information technology systems, and any failure or breach of those systems could have a material adverse effect on their business, financial condition, results of operations and prospects.


•	NEE's and FPL's retail businesses are subject to the risk that sensitive customer data may be compromised, which could result in an adverse impact to their reputation and/or the results of operations of the retail business.


•	NEE and FPL could recognize financial losses as a result of volatility in the market values of derivative instruments and limited liquidity in OTC markets.


•	NEE and FPL may be adversely affected by negative publicity.


•	NEE's and FPL's business, financial condition, results of operations and prospects may be materially adversely affected if FPL is unable to maintain, negotiate or renegotiate franchise agreements on acceptable terms with municipalities and counties in Florida.


•	Increasing costs associated with health care plans may materially adversely affect NEE's and FPL's results of operations.


•	NEE's and FPL's business, financial condition, results of operations and prospects could be negatively affected by the lack of a qualified workforce or the loss or retirement of key employees.


•	NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected by work strikes or stoppages and increasing personnel costs.


•	NEE's ability to successfully identify, complete and integrate acquisitions is subject to significant risks, including, but not limited to, the effect of increased competition for acquisitions resulting from the consolidation of the power industry.

Nuclear Generation Risks


•	The construction, operation and maintenance of NEE's and FPL's nuclear generation facilities involve environmental, health and financial risks that could result in fines or the closure of the facilities and in increased costs and capital expenditures.


•	In the event of an incident at any nuclear generation facility in the United States (U.S.) or at certain nuclear generation facilities in Europe, NEE and FPL could be assessed significant retrospective assessments and/or retrospective insurance premiums as a result of their participation in a secondary financial protection system and nuclear insurance mutual companies.


•	U.S. Nuclear Regulatory Commission (NRC) orders or new regulations related to increased security measures and any future safety requirements promulgated by the NRC could require NEE and FPL to incur substantial operating and capital expenditures at their nuclear generation facilities.


•	The inability to operate any of NEER's or FPL's nuclear generation units through the end of their respective operating licenses could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.


•	Various hazards posed to nuclear generation facilities, along with increased public attention to and awareness of such hazards, could result in increased nuclear licensing or compliance costs which are difficult or impossible to predict and could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.


•	NEE's and FPL's nuclear units are periodically removed from service to accommodate normal refueling and maintenance outages, and for other purposes. If planned outages last longer than anticipated or if there are unplanned outages, NEE's and FPL's results of operations and financial condition could be materially adversely affected.

Liquidity, Capital Requirements and Common Stock Risks


•	Disruptions, uncertainty or volatility in the credit and capital markets may negatively affect NEE's and FPL's ability to fund their liquidity and capital needs and to meet their growth objectives, and can also adversely affect the results of operations and financial condition of NEE and FPL.


•	NEE's, NextEra Energy Capital Holdings, Inc.'s (NEECH) and FPL's inability to maintain their current credit ratings may adversely affect NEE's and FPL's liquidity and results of operations, limit the ability of NEE and FPL to grow their business, and increase interest costs.


•	NEE's and FPL's liquidity may be impaired if their creditors are unable to fund their credit commitments to the companies or to maintain their current credit ratings.


•	Poor market performance and other economic factors could affect NEE's and FPL's defined benefit pension plan's funded status, which may materially adversely affect NEE's and FPL's liquidity and results of operations.


•	Poor market performance and other economic factors could adversely affect the asset values of NEE's and FPL's nuclear decommissioning funds, which may materially adversely affect NEE's and FPL's liquidity and results of operations.


•	Certain of NEE's investments are subject to changes in market value and other risks, which may adversely affect NEE's liquidity and financial results.


•	NEE may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay upstream dividends or repay funds to NEE.


•	NEE may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if NEE is required to perform under guarantees of obligations of its subsidiaries.


•	Disruptions, uncertainty or volatility in the credit and capital markets may exert downward pressure on the market price of NEE's common stock.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in NEE's and FPL's Annual Report on Form 10-K for the year ended December 31, 2011 (2011 Form 10-K) and Part II, Item 1A. Risk Factors in NEE's and FPL's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (March 2012 Form 10-Q), and investors should refer to those sections of the 2011 Form 10-K and the March 2012 Form 10-Q. Any forward-looking statement speaks only as of the date on which such statement is made, and NEE and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. NEE and FPL make their SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEE's internet website, www.nexteraenergy.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEE's website (or any of its subsidiaries' websites) are not incorporated by reference into this combined Form 10-Q. The SEC maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at www.sec.gov.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NEXTERA ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(millions, except per share amounts)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
OPERATING REVENUES	$	3,667		$	3,961		$	7,038		$	7,094
OPERATING EXPENSES
Fuel, purchased power and interchange	1,236			1,557			2,418			2,962
Other operations and maintenance	795			771			1,571			1,463
Impairment charges	—			51			—			51
Depreciation and amortization	335			408			655			740
Taxes other than income taxes and other	279			267			528			543
Total operating expenses	2,645			3,054			5,172			5,759
OPERATING INCOME	1,022			907			1,866			1,335
OTHER INCOME (DEDUCTIONS)
Interest expense	(270		)	(256		)	(536		)	(510		)
Equity in earnings of equity method investees	4			18			1			29
Allowance for equity funds used during construction	18			10			31			22
Interest income	22			16			42			37
Gains on disposal of assets - net	57			25			67			42
Other - net	(3		)	7			(4		)	8
Total other deductions - net	(172		)	(180		)	(399		)	(372		)
INCOME BEFORE INCOME TAXES	850			727			1,467			963
INCOME TAXES	243			147			399			115
NET INCOME	$	607		$	580		$	1,068		$	848
Earnings per share of common stock:
Basic	$	1.46		$	1.39		$	2.58		$	2.04
Assuming dilution	$	1.45		$	1.38		$	2.57		$	2.03
Dividends per share of common stock	$	0.60		$	0.55		$	1.20		$	1.10
Weighted-average number of common shares outstanding:
Basic	415.0			416.9			413.7			416.4
Assuming dilution	417.2			419.3			416.0			418.9

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements (Notes) herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

NEXTERA ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(millions)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012				2011
NET INCOME	$	607		$	580		$	1,068			$	848

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Net unrealized gains (losses) on cash flow hedges:
Effective portion of net unrealized losses (net of $24, $28, $26 and $33 tax benefit, respectively)	(42		)	(81		)	(49		)		(91		)
Reclassification from accumulated other comprehensive income to net income (net of $2 tax expense, $1 tax benefit, $11 and $7 tax expense, respectively)	5			4			21				21
Net unrealized gains (losses) on available for sale securities:
Net unrealized gains (losses) on securities still held (net of $6 tax benefit, $1, $25 and $15 tax expense, respectively)	(9		)	1			38				23
Reclassification from accumulated other comprehensive income to net income (net of $21, $9, $25 and $14 tax benefit, respectively)	(32		)	(13		)	(37		)		(22		)
Defined benefit pension and other benefits plans (net of $5 tax expense, $3 tax benefit and $4 tax expense, respectively)	6			—			(6		)		6
Net unrealized gains (losses) on foreign currency translation (net of $1 tax benefit, $1, $2 and $6 tax expense, respectively)	(3		)	2			3				12
Other comprehensive loss related to equity method investee (net of $1 tax expense and $4 tax benefit, respectively)	(21		)	—			(6		)	—	—
Total other comprehensive loss, net of tax	(96		)	(87		)	(36		)		(51		)

COMPREHENSIVE INCOME	$	511		$	493		$	1,032			$	797

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

NEXTERA ENERGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions, except par value)

(unaudited)



	June 30, 2012			December 31, 2011
PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service and other property	$	52,479		$	50,768
Nuclear fuel	1,952			1,795
Construction work in progress	6,517			4,989
Less accumulated depreciation and amortization	(15,453		)	(15,062		)
Total property, plant and equipment - net ($3,790 and $3,063 related to VIEs, respectively)	45,495			42,490
CURRENT ASSETS
Cash and cash equivalents	295			377
Customer receivables, net of allowances of $12 and $11, respectively	1,466			1,372
Other receivables	542			430
Materials, supplies and fossil fuel inventory	1,082			1,074
Regulatory assets:
Deferred clause and franchise expenses	91			112
Derivatives	316			502
Other	86			84
Derivatives	632			611
Other	344			310
Total current assets	4,854			4,872
OTHER ASSETS
Special use funds	4,071			3,867
Other investments	957			907
Prepaid benefit costs	1,060			1,021
Regulatory assets:
Securitized storm-recovery costs ($297 and $317 related to a VIE, respectively)	483			517
Other	522			621
Derivatives	1,158			973
Other	1,790			1,920
Total other assets	10,041			9,826
TOTAL ASSETS	$	60,390		$	57,188
CAPITALIZATION
Common stock ($0.01 par value, authorized shares - 800; outstanding shares - 423 and 416, respectively)	$	4		$	4
Additional paid-in capital	5,530			5,217
Retained earnings	10,444			9,876
Accumulated other comprehensive loss	(190		)	(154		)
Total common shareholders' equity	15,788			14,943
Long-term debt ($1,271 and $1,364 related to VIEs, respectively)	21,580			20,810
Total capitalization	37,368			35,753
CURRENT LIABILITIES
Commercial paper	1,327			1,349
Short-term debt	188			—
Current maturities of long-term debt	1,755			808
Accounts payable	1,134			1,191
Customer deposits	517			547
Accrued interest and taxes	625			464
Derivatives	882			1,090
Accrued construction-related expenditures	497			518
Other	718			752
Total current liabilities	7,643			6,719
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations	1,659			1,611
Accumulated deferred income taxes	5,987			5,681
Regulatory liabilities:
Accrued asset removal costs	2,030			2,197
Asset retirement obligation regulatory expense difference	1,736			1,640
Other	423			419
Derivatives	633			541
Deferral related to differential membership interests - VIEs	1,471			1,203
Other	1,440			1,424
Total other liabilities and deferred credits	15,379			14,716
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES	$	60,390		$	57,188

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

NEXTERA ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

(unaudited)



	Six Months Ended June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,068		$	848
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	655			740
Nuclear fuel amortization	130			131
Impairment charges	—			51
Unrealized losses (gains) on marked to market energy contracts	(270		)	86
Deferred income taxes	373			156
Cost recovery clauses and franchise fees	73			(32		)
Equity in earnings of equity method investees	(1		)	(29		)
Distributions of earnings from equity method investees	15			48
Allowance for equity funds used during construction	(31		)	(22		)
Gains on disposal of assets - net	(67		)	(42		)
Other - net	129			91
Changes in operating assets and liabilities:
Customer receivables	(88		)	(123		)
Other receivables	(57		)	113
Materials, supplies and fossil fuel inventory	(6		)	(214		)
Other current assets	(86		)	(75		)
Other assets	(5		)	(119		)
Accounts payable	(12		)	193
Margin cash collateral	113			4
Income taxes	(3		)	94
Interest and other taxes	192			193
Other current liabilities	(114		)	(64		)
Other liabilities	(80		)	(37		)
Net cash provided by operating activities	1,928			1,991
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures of FPL	(2,146		)	(1,471		)
Independent power and other investments of NEER	(1,456		)	(1,074		)
Cash grants under the American Recovery and Reinvestment Act of 2009	3			486
Nuclear fuel purchases	(157		)	(159		)
Other capital expenditures	(271		)	(156		)
Change in loan proceeds restricted for construction	95			—
Proceeds from sale or maturity of securities in special use funds	2,937			2,575
Purchases of securities in special use funds	(3,012		)	(2,621		)
Proceeds from sale or maturity of other securities	174			319
Purchases of other securities	(203		)	(343		)
Other - net	15			85
Net cash used in investing activities	(4,021		)	(2,359		)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt	2,330			1,453
Retirements of long-term debt	(646		)	(991		)
Proceeds from sale of differential membership interests	337			210
Net change in short-term debt	170			160
Issuances of common stock - net	372			33
Repurchases of common stock	(19		)	—
Dividends on common stock	(500		)	(459		)
Other - net	(33		)	(53		)
Net cash provided by financing activities	2,011			353
Net decrease in cash and cash equivalents	(82		)	(15		)
Cash and cash equivalents at beginning of period	377			302
Cash and cash equivalents at end of period	$	295		$	287
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property additions	$	880		$	570

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

FLORIDA POWER & LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(millions)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
OPERATING REVENUES	$	2,580		$	2,801		$	4,804		$	5,047
OPERATING EXPENSES
Fuel, purchased power and interchange	1,086			1,304			2,021			2,375
Other operations and maintenance	442			434			879			808
Depreciation and amortization	125			212			243			354
Taxes other than income taxes and other	265			280			518			532
Total operating expenses	1,918			2,230			3,661			4,069
OPERATING INCOME	662			571			1,143			978
OTHER INCOME (DEDUCTIONS)
Interest expense	(107		)	(96		)	(210		)	(187		)
Allowance for equity funds used during construction	12			9			22			21
Other - net	1			1			—			(1		)
Total other deductions - net	(94		)	(86		)	(188		)	(167		)
INCOME BEFORE INCOME TAXES	568			485			955			811
INCOME TAXES	215			184			363			305
NET INCOME ^(a)	$	353		$	301		$	592		$	506

__________________________________


(a)	FPL's comprehensive income is the same as reported net income.

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

FLORIDA POWER & LIGHT COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(millions, except share amount)

(unaudited)



	June 30, 2012			December 31, 2011
ELECTRIC UTILITY PLANT
Plant in service	$	32,519		$	31,564
Nuclear fuel	1,122			1,005
Construction work in progress	3,237			2,601
Less accumulated depreciation and amortization	(10,854		)	(10,916		)
Total electric utility plant - net	26,024			24,254
CURRENT ASSETS
Cash and cash equivalents	26			36
Customer receivables, net of allowances of $7 and $8, respectively	809			682
Other receivables	378			312
Materials, supplies and fossil fuel inventory	761			759
Regulatory assets:
Deferred clause and franchise expenses	91			112
Derivatives	316			502
Other	83			80
Other	170			166
Total current assets	2,634			2,649
OTHER ASSETS
Special use funds	2,867			2,737
Prepaid benefit costs	1,112			1,088
Regulatory assets:
Securitized storm-recovery costs ($297 and $317 related to a VIE, respectively)	483			517
Other	337			395
Other	198			176
Total other assets	4,997			4,913
TOTAL ASSETS	$	33,655		$	31,816
CAPITALIZATION
Common stock (no par value, 1,000 shares authorized, issued and outstanding)	$	1,373		$	1,373
Additional paid-in capital	5,704			5,464
Retained earnings	4,605			4,013
Total common shareholder's equity	11,682			10,850
Long-term debt ($410 and $437 related to a VIE, respectively)	7,656			7,483
Total capitalization	19,338			18,333
CURRENT LIABILITIES
Commercial paper	538			330
Current maturities of long-term debt	451			50
Accounts payable	628			678
Customer deposits	512			541
Accrued interest and taxes	393			221
Derivatives	327			512
Accrued construction-related expenditures	240			261
Other	334			373
Total current liabilities	3,423			2,966
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations	1,175			1,144
Accumulated deferred income taxes	5,010			4,593
Regulatory liabilities:
Accrued asset removal costs	2,030			2,197
Asset retirement obligation regulatory expense difference	1,736			1,640
Other	423			416
Other	520			527
Total other liabilities and deferred credits	10,894			10,517
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES	$	33,655		$	31,816

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

FLORIDA POWER & LIGHT COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(millions)

(unaudited)



	Six Months Ended June 30,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	592		$	506
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	243			354
Nuclear fuel amortization	49			72
Deferred income taxes	446			358
Cost recovery clauses and franchise fees	73			(32		)
Allowance for equity funds used during construction	(22		)	(21		)
Other - net	28			1
Changes in operating assets and liabilities:
Customer receivables	(127		)	(122		)
Other receivables	11			33
Materials, supplies and fossil fuel inventory	(1		)	(182		)
Other current assets	(60		)	(65		)
Other assets	(22		)	(34		)
Accounts payable	51			147
Income taxes	(75		)	(133		)
Interest and other taxes	173			166
Other current liabilities	(76		)	6
Other liabilities	(16		)	(18		)
Net cash provided by operating activities	1,267			1,036
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(2,146		)	(1,471		)
Cash grants under the American Recovery and Reinvestment Act of 2009	—			185
Nuclear fuel purchases	(117		)	(111		)
Proceeds from sale or maturity of securities in special use funds	2,357			1,808
Purchases of securities in special use funds	(2,416		)	(1,841		)
Other - net	27			32
Net cash used in investing activities	(2,295		)	(1,398		)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt	594			248
Retirements of long-term debt	(25		)	(24		)
Net change in short-term debt	208			554
Capital contribution from NEE	240			—
Dividends to NEE	—			(400		)
Other - net	1			5
Net cash provided by financing activities	1,018			383
Net increase (decrease) in cash and cash equivalents	(10		)	21
Cash and cash equivalents at beginning of period	36			20
Cash and cash equivalents at end of period	$	26		$	41
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property additions	$	430		$	263

This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2011 Form 10-K.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The accompanying condensed consolidated financial statements should be read in conjunction with the 2011 Form 10-K. In the opinion of NEE and FPL management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Employee Retirement Benefits

NEE sponsors a qualified noncontributory defined benefit pension plan for substantially all employees of NEE and its subsidiaries and has a supplemental executive retirement plan, which includes a non-qualified supplemental defined benefit pension component that provides benefits to a select group of management and highly compensated employees (collectively, pension benefits). In addition to pension benefits, NEE sponsors a contributory postretirement plan for health care and life insurance benefits (other benefits) for retirees of NEE and its subsidiaries meeting certain eligibility requirements.

The components of net periodic benefit (income) cost for the plans are as follows:



	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
	Three Months Ended June 30,						Three Months Ended June 30,					Six Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012		2011			2012			2011			2012			2011
	(millions)
Service cost	$	16		$	16		$	1	$	2		$	33		$	32		$	3		$	3
Interest cost	25			25			5		5			49			49			9			11
Expected return on plan assets	(60		)	(60		)	—		(1		)	(119		)	(119		)	(1		)	(1		)
Amortization of transition obligation	—			—			1		1			—			—			1			1
Amortization of prior service cost (benefit)	1			(1		)	—		—			2			(1		)	1			—
Net periodic benefit (income) cost at NEE	$	(18	)	$	(20	)	$	7	$	7		$	(35	)	$	(39	)	$	13		$	14
Net periodic benefit (income) cost at FPL	$	(11	)	$	(13	)	$	5	$	5		$	(23	)	$	(26	)	$	10		$	10

2. Derivative Instruments

NEE and FPL use derivative instruments (primarily swaps, options, futures and forwards) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity, as well as interest rate and foreign currency exchange rate risk associated with outstanding and forecasted debt issuances, and to optimize the value of NEER's power generation assets.

With respect to commodities related to NEE's competitive energy business, NEER employs risk management procedures to conduct its activities related to optimizing the value of its power generation assets, providing full energy and capacity requirements services primarily to distribution utilities, and engaging in power and gas marketing and trading activities to take advantage of expected future favorable price movements and changes in the expected volatility of prices in the energy markets. These risk management activities involve the use of derivative instruments executed within prescribed limits to manage the risk associated with fluctuating commodity prices. Transactions in derivative instruments are executed on recognized exchanges or via the OTC markets, depending on the most favorable credit terms and market execution factors. For NEER's power generation assets, derivative instruments are used to hedge the commodity price risk associated with the fuel requirements of the assets, where applicable, as well as to hedge all or a portion of the expected energy output of these assets. These hedges protect NEER against adverse changes in the wholesale forward commodity markets associated with its generation assets. With regard to full energy and capacity requirements services, NEER is required to vary the quantity of energy and related services based on the load demands of the customer served by the distribution utility. For this type of transaction, derivative instruments are used to hedge the anticipated electricity quantities required to serve these customers and protect against unfavorable changes in the forward energy markets. Additionally, NEER takes positions in the energy markets based on differences between actual forward market levels and management's view of fundamental market conditions. NEER uses derivative instruments to realize value from these market dislocations, subject to strict risk management limits around market, operational and credit exposure.

Derivative instruments, when required to be marked to market, are recorded on NEE's and FPL's condensed consolidated balance sheets as either an asset or liability measured at fair value. At FPL, substantially all changes in the derivatives' fair value are deferred as a regulatory asset or liability until the contracts are settled, and, upon settlement, any gains or losses are passed through the fuel and purchased power cost recovery clause (fuel clause) or the capacity cost recovery clause (capacity clause). For NEE's non-rate regulated operations, predominantly NEER, unless hedge accounting is applied, essentially all changes in the derivatives'

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

fair value for power purchases and sales and trading activities are recognized on a net basis in operating revenues; fuel purchases and sales are recognized on a net basis in fuel, purchased power and interchange expense; and the equity method investees' related activity is recognized in equity in earnings of equity method investees in NEE's condensed consolidated statements of income. Settlement gains and losses are included within the line items in the condensed consolidated statements of income to which they relate. For commodity derivatives, NEE believes that, where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has been deemed not to have occurred for financial reporting purposes. Transactions for which physical delivery is deemed not to have occurred are presented on a net basis in the condensed consolidated statements of income. Settlements related to derivative instruments are primarily recognized in net cash provided by operating activities in NEE's and FPL's condensed consolidated statements of cash flows.

While most of NEE's derivatives are entered into for the purpose of managing commodity price risk, reducing the impact of volatility in interest rates on outstanding and forecasted debt issuances and managing foreign currency risk, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of forecasted transactions, the forecasted transactions must be probable. For interest rate swaps and foreign currency derivative instruments, generally NEE assesses a hedging instrument's effectiveness by using nonstatistical methods including dollar value comparisons of the change in the fair value of the derivative to the change in the fair value or cash flows of the hedged item. Hedge effectiveness is tested at the inception of the hedge and on at least a quarterly basis throughout its life. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings or when it becomes probable that a forecasted transaction being hedged would not occur. The ineffective portion of net unrealized gains (losses) on these hedges is reported in earnings in the current period. At June 30, 2012 , NEE's accumulated other comprehensive income (AOCI) included amounts related to discontinued commodity cash flow hedges with expiration dates through December 2012; interest rate cash flow hedges with expiration dates through December 2030; and foreign currency cash flow hedges with expiration dates through September 2030. Approximately $30 million of losses included in AOCI at June 30, 2012 is expected to be reclassified into earnings within the next 12 months as either the principal and/or interest payments are made or electricity is sold. Such amounts assume no change in power prices, interest rates, currency exchange rates or scheduled principal payments.

The net fair values of NEE's and FPL's mark-to-market derivative instrument assets (liabilities) are included on the condensed consolidated balance sheets as follows:



	NEE						FPL
	June 30, 2012			December 31, 2011			June 30, 2012				December 31, 2011
	(millions)
Current derivative assets ^(a)	$	632		$	611		$	11		^(b)	$	10		^(b)
Noncurrent derivative assets ^(c)	1,158			973			14			^(d)	2			^(d)
Current derivative liabilities ^(e)	(882		)	(1,090		)	(327		)		(512		)
Noncurrent derivative liabilities ^(f)	(633		)	(541		)	—				(1		)	^(g)
Total mark-to-market derivative instrument assets (liabilities)	$	275		$	(47	)	$	(302	)		$	(501	)

————————————


(a)	At June 30, 2012 and December 31, 2011 , NEE's balances reflect the netting of approximately $77 million and $106 million ( none at FPL), respectively, in margin cash collateral received from counterparties.


(b)	Included in current other assets on FPL's condensed consolidated balance sheets.


(c)	At June 30, 2012 and December 31, 2011 , NEE's balances reflect the netting of approximately $181 million and $109 million ( none at FPL), respectively, in margin cash collateral received from counterparties.


(d)	Included in noncurrent other assets on FPL's condensed consolidated balance sheets.


(e)	At June 30, 2012 and December 31, 2011 , NEE's balances reflect the netting of approximately $82 million and $112 million ( none at FPL), respectively, in margin cash collateral provided to counterparties.


(f)	At June 30, 2012 and December 31, 2011 , NEE's balances reflect the netting of approximately $29 million and $79 million ( none at FPL), respectively, in margin cash collateral provided to counterparties.


(g)	Included in noncurrent other liabilities on FPL's condensed consolidated balance sheets.

At June 30, 2012 and December 31, 2011 , NEE had approximately $24 million and $22 million ( none at FPL), respectively, in margin cash collateral received from counterparties that was not offset against derivative assets. These amounts are included in current other liabilities on NEE's condensed consolidated balance sheets. Additionally, at June 30, 2012 and December 31, 2011 , NEE had approximately $35 million and $50 million ( none at FPL), respectively, in margin cash collateral provided to counterparties that was not offset against derivative liabilities. These amounts are included in current other assets on NEE's condensed consolidated balance sheets.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

As discussed above, NEE uses derivative instruments to, among other things, manage its commodity price risk, interest rate risk and foreign currency exchange rate risk. The table above presents NEE's and FPL's net derivative positions at June 30, 2012 and December 31, 2011 , which reflect the offsetting of positions of certain transactions within the portfolio, the contractual ability to settle contracts under master netting arrangements and the netting of margin cash collateral. However, disclosure rules require that the following tables be presented on a gross basis.

The fair values of NEE's derivatives designated as hedging instruments for accounting purposes (none at FPL) are presented below as gross asset and liability values, as required by disclosure rules.



	June 30, 2012				December 31, 2011
	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
	(millions)
Interest rate swaps:
Current derivative assets	$	27	$	—	$	22	$	—
Current derivative liabilities	—		64		—		60
Noncurrent derivative assets	41		—		15		—
Noncurrent derivative liabilities	—		285		—		260
Foreign currency swap:
Current derivative liabilities	—		3		—		3
Noncurrent derivative liabilities	—		11		—		3
Total	$	68	$	363	$	37	$	326

Gains (losses) related to NEE's cash flow hedges are recorded in NEE's condensed consolidated financial statements (none at FPL) as follows:



	Three Months Ended June 30,
	2012											2011
	Commodity Contracts		Interest Rate Swaps			Foreign Currency Swap			Total			Commodity Contracts		Interest Rate Swaps			Foreign Currency Swaps			Total
	(millions)
Gains (losses) recognized in OCI	$	—	$	(66	)	$	—		$	(66	)	$	—	$	(119	)	$	10		$	(109	)
Gains (losses) reclassified from AOCI to net income ^(a)	$	3	$	(14	)	$	4	^(b)	$	(7	)	$	14	$	(24	)	$	7	^(b)	$	(3	)

————————————


(a)	Included in operating revenues for commodity contracts and interest expense for interest rate swaps.


(b)	Loss of approximately $1 million is included in interest expense and the balance is included in other - net.



	Six Months Ended June 30,
	2012												2011
	Commodity Contracts		Interest Rate Swaps			Foreign Currency Swap				Total			Commodity Contracts		Interest Rate Swaps			Foreign Currency Swaps				Total
	(millions)
Gains (losses) recognized in OCI	$	—	$	(65	)	$	(10	)		$	(75	)	$	—	$	(118	)	$	(6	)		$	(124	)
Gains (losses) reclassified from AOCI to net income ^(a)	$	4	$	(30	)	$	(6	)	^(b)	$	(32	)	$	19	$	(43	)	$	(4	)	^(c)	$	(28	)

————————————


(a)	Included in operating revenues for commodity contracts and interest expense for interest rate swaps.


(b)	Loss of approximately $2 million is included in interest expense and the balance is included in other - net.


(c)	Loss of approximately $3 million is included in interest expense and the balance is included in other - net.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

For the three and six months ended June 30, 2012 , NEE recorded a gain of approximately $34 million and $35 million , respectively, on six fair value hedges which resulted in a corresponding increase in the related debt. For the three and six months ended June 30, 2011 , NEE recorded a gain of approximately $9 million and $3 million , respectively, on three fair value hedges which resulted in a corresponding increase in the related debt.

The fair values of NEE's and FPL's derivatives not designated as hedging instruments for accounting purposes are presented below as gross asset and liability values, as required by disclosure rules. However, the majority of the underlying contracts are subject to master netting arrangements and would not be contractually settled on a gross basis.



	June 30, 2012										December 31, 2011
	NEE				FPL						NEE				FPL
	Derivative Assets		Derivative Liabilities		Derivative Assets			Derivative Liabilities			Derivative Assets		Derivative Liabilities		Derivative Assets			Derivative Liabilities
	(millions)
Commodity contracts:
Current derivative assets	$	1,412	$	730	$	11	^(a)	$	—		$	1,127	$	432	$	11	^(a)	$	1	^(a)
Current derivative liabilities	2,939		3,833		5			332			3,358		4,494		1			513
Noncurrent derivative assets	1,721		429		16		^(b)	2		^(b)	1,290		250		2		^(b)	—
Noncurrent derivative liabilities	1,096		1,462		—			—			1,222		1,579		—			1		^(c)
Foreign currency swap:
Current derivative liabilities	—		3		—			—			—		3		—			—
Noncurrent derivative assets	6		—		—			—			27		—		—			—
Total	$	7,174	$	6,457	$	32		$	334		$	7,024	$	6,758	$	14		$	515

————————————


(a)	Included in current other assets on FPL's condensed consolidated balance sheets.


(b)	Included in noncurrent other assets on FPL's condensed consolidated balance sheets.


(c)	Included in noncurrent other liabilities on FPL's condensed consolidated balance sheets.

Gains (losses) related to NEE's derivatives not designated as hedging instruments are recorded in NEE's condensed consolidated statements of income (none at FPL) as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012			2011
	(millions)
Commodity contracts ^(a) :
Operating revenues	$	130	$	154	$	320		$	2
Fuel, purchased power and interchange	51		23		40			(2		)
Foreign currency swap - other - net	15		2		(22		)	(3		)
Interest rate contracts - other - net	—		4		—			4
Total	$	196	$	183	$	338		$	1

————————————

(a)

For the three months ended June 30, 2012 and 2011 , FPL recorded approximately $76 million of gains and $68 million of losses, respectively, related to commodity contracts as regulatory liabilities and regulatory assets, respectively, on its condensed consolidated balance sheets. For the six months ended June 30, 2012 and 2011 , FPL recorded approximately $176 million and $68 million of losses, respectively, related to commodity contracts as regulatory assets on its condensed consolidated balance sheets.

The following table represents net notional volumes associated with derivative instruments that are required to be reported at fair value in NEE's and FPL's condensed consolidated financial statements. The table includes significant volumes of transactions that have minimal exposure to commodity price changes because they are variably priced agreements. The table does not present a complete picture of NEE's and FPL's overall net economic exposure because NEE and FPL do not use derivative instruments to hedge all of their commodity exposures. At June 30, 2012 , NEE and FPL had derivative commodity contracts for the following net notional volumes:

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



Commodity Type	NEE			FPL
	(millions)
Power	(39	)	mwh ^(a)	—
Natural gas	1,310		mmbtu ^(b)	932	mmbtu ^(b)
Oil	(4	)	barrels	—

————————————


(a)	Megawatt-hours


(b)	One million British thermal units

At June 30, 2012 , NEE had interest rate contracts with a notional amount totaling approximately $6.4 billion and foreign currency swaps with a notional amount totaling approximately $544 million .

Certain of NEE's and FPL's derivative instruments contain credit-risk-related contingent features including, among other things, the requirement to maintain an investment grade credit rating from specified credit rating agencies and certain financial ratios, as well as credit-related cross-default and material adverse change triggers. At June 30, 2012 , the aggregate fair value of NEE's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $3.6 billion ( $330 million for FPL).

If the credit-risk-related contingent features underlying these agreements and other commodity-related contracts were triggered, NEE or FPL could be required to post collateral or settle contracts according to contractual terms which generally allow netting of contracts in offsetting positions. Certain contracts contain multiple types of credit-related triggers. To the extent these contracts contain a credit ratings downgrade trigger, the maximum exposure is included in the following credit ratings collateral posting requirements. If FPL's and NEECH's credit ratings were downgraded to BBB/Baa2 (a two level downgrade for FPL and a one level downgrade for NEECH from the current lowest applicable rating), NEE would be required to post collateral such that the total posted collateral would be approximately $700 million ( $100 million at FPL). If FPL's and NEECH's credit ratings were downgraded to below investment grade, NEE would be required to post additional collateral such that the total posted collateral would be approximately $2.7 billion ( $800 million at FPL). Some contracts at NEE, including some FPL contracts, do not contain credit ratings downgrade triggers, but do contain provisions that require certain financial measures be maintained and/or have credit-related cross-default triggers. In the event these provisions were triggered, NEE could be required to post additional collateral of up to approximately $600 million ( $100 million at FPL).

Collateral may be posted in the form of cash or credit support. At June 30, 2012 , NEE had posted approximately $360 million ( $5 million at FPL) in the form of letters of credit, related to derivatives, in the normal course of business which could be applied toward the collateral requirements described above. FPL and NEECH have bank revolving line of credit facilities in excess of the collateral requirements described above that would be available to support, among other things, derivative activities. Under the terms of the bank revolving line of credit facilities, maintenance of a specific credit rating is not a condition to drawing on these credit facilities, although there are other conditions to drawing on these credit facilities.

Additionally, some contracts contain certain adequate assurance provisions where a counterparty may demand additional collateral based on subjective events and/or conditions. Due to the subjective nature of these provisions, NEE and FPL are unable to determine an exact value for these items and they are not included in any of the quantitative disclosures above.

3. Fair Value Measurements

NEE and FPL use several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. NEE's and FPL's assessment of the significance of any particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value.

Cash Equivalents - Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. NEE and FPL primarily hold investments in money market funds. The fair value of these funds is calculated using current market prices.

Special Use Funds and Other Investments - NEE and FPL hold primarily debt and equity securities directly, as well as indirectly through commingled funds. Substantially all directly held equity securities are valued at their quoted market prices. For directly held debt securities, multiple prices and price types are obtained from pricing vendors whenever possible, which enables cross-provider validations. A primary price source is identified based on asset type, class or issue of each security. Commingled funds, which are similar to mutual funds, are maintained by banks or investment companies and hold certain investments in accordance

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

with a stated set of objectives. The fair value of commingled funds is primarily derived from the quoted prices in active markets of the underlying securities. Because the fund shares are offered to a limited group of investors, they are not considered to be traded in an active market.

Derivative Instruments - NEE and FPL measure the fair value of commodity contracts using prices observed on commodities exchanges and in the OTC markets, or through the use of industry-standard valuation techniques, such as option modeling or discounted cash flows techniques, incorporating both observable and unobservable valuation inputs. The resulting measurements are the best estimate of fair value as represented by the transfer of the asset or liability through an orderly transaction in the marketplace at the measurement date.

Most exchange-traded derivative assets and liabilities are valued directly using unadjusted quoted prices. For exchange-traded derivative assets and liabilities where the principal market is deemed to be inactive based on average daily volumes and open interest, the measurement is established using settlement prices from the exchanges, and therefore considered to be valued using significant other observable inputs.

NEE and FPL also enter into OTC commodity contract derivatives. The majority of these contracts are transacted at liquid trading points, and the prices for these contracts are verified using quoted prices in active markets from exchanges, brokers or pricing services for similar contracts. In instances where the reference markets are deemed to be inactive or do not have transactions for a similar contract, the derivative assets and liabilities may be valued using significant other observable inputs and potentially significant unobservable inputs. In such instances, the valuation for these contracts is established using techniques including extrapolation from or interpolation between actively traded contracts, or estimated basis adjustments from liquid trading points.

NEE, through NEER, also enters into full requirements contracts, which, in many cases, meet the definition of derivatives and are measured at fair value. These contracts typically have one or more inputs that are not observable and are significant to the valuation of the contract. In addition, certain exchange and non-exchange traded derivative options at NEE have one or more significant inputs that are not observable, and are valued using industry-standard option models.

In all cases where NEE and FPL use significant unobservable inputs for the valuation of a commodity contract, consideration is given to the assumptions that market participants would use in valuing the asset or liability. This consideration includes, but is not limited to, assumptions about market liquidity, volatility and contract duration as more fully described below in Significant Unobservable Inputs.

NEE uses interest rate and foreign currency swaps to mitigate and adjust interest rate and foreign currency exposure related to certain outstanding and forecasted debt issuances and borrowings. NEE estimates the fair value of these derivatives using a discounted cash flows valuation technique based on the net amount of estimated future cash inflows and outflows related to the swap agreements.

Recurring Fair Value Measurements - NEE's and FPL's financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



	June 30, 2012
	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting ^(a)			Total
	(millions)
Assets:
Cash equivalents:
NEE - equity securities	$	80	$	—		$	—	$	—		$	80
Special use funds:
NEE:
Equity securities	$	766	$	1,255	^(b)	$	—	$	—		$	2,021
U.S. Government and municipal bonds	$	477	$	192		$	—	$	—		$	669
Corporate debt securities	$	—	$	503		$	—	$	—		$	503
Mortgage-backed securities	$	—	$	598		$	—	$	—		$	598
Other debt securities	$	—	$	34		$	—	$	—		$	34
FPL:
Equity securities	$	142	$	1,102	^(b)	$	—	$	—		$	1,244
U.S. Government and municipal bonds	$	424	$	152		$	—	$	—		$	576
Corporate debt securities	$	—	$	346		$	—	$	—		$	346
Mortgage-backed securities	$	—	$	516		$	—	$	—		$	516
Other debt securities	$	—	$	20		$	—	$	—		$	20
Other investments:
NEE:
Equity securities	$	14	$	—		$	—	$	—		$	14
U.S. Government and municipal bonds	$	8	$	—		$	—	$	—		$	8
Corporate debt securities	$	—	$	46		$	—	$	—		$	46
Mortgage-backed securities	$	—	$	51		$	—	$	—		$	51
Other	$	5	$	4		$	—	$	—		$	9
Derivatives:
NEE:
Commodity contracts	$	2,144	$	3,838		$	1,186	$	(5,452	)	$	1,716	^(c)
Interest rate swaps	$	—	$	68		$	—	$	—		$	68	^(c)
Foreign currency swaps	$	—	$	6		$	—	$	—		$	6	^(c)
FPL - commodity contracts	$	—	$	22		$	10	$	(7	)	$	25	^(c)
Liabilities:
Derivatives:
NEE:
Commodity contracts	$	2,226	$	3,617		$	611	$	(5,305	)	$	1,149	^(c)
Interest rate swaps	$	—	$	349		$	—	$	—		$	349	^(c)
Foreign currency swaps	$	—	$	17		$	—	$	—		$	17	^(c)
FPL - commodity contracts	$	—	$	331		$	3	$	(7	)	$	327	^(c)

————————————


(a)	Includes the effect of the contractual ability to settle contracts under master netting arrangements and margin cash collateral payments and receipts.


(b)	At NEE, approximately $1,150 million ( $1,033 million at FPL) are invested in commingled funds whose underlying investments would be Level 1 if those investments were held directly by NEE or FPL.


(c)	See Note 2 for a reconciliation of net derivatives to NEE's and FPL's condensed consolidated balance sheets.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



	December 31, 2011
	Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting ^(a)			Total
	(millions)
Assets:
Cash equivalents:
NEE - equity securities	$	159	$	—		$	—	$	—		$	159
FPL - equity securities	$	11	$	—		$	—	$	—		$	11
Special use funds:
NEE:
Equity securities	$	709	$	1,206	^(b)	$	—	$	—		$	1,915
U.S. Government and municipal bonds	$	508	$	167		$	—	$	—		$	675
Corporate debt securities	$	—	$	516		$	—	$	—		$	516
Mortgage-backed securities	$	—	$	511		$	—	$	—		$	511
Other debt securities	$	—	$	47		$	—	$	—		$	47
FPL:
Equity securities	$	128	$	1,056	^(b)	$	—	$	—		$	1,184
U.S. Government and municipal bonds	$	458	$	134		$	—	$	—		$	592
Corporate debt securities	$	—	$	359		$	—	$	—		$	359
Mortgage-backed securities	$	—	$	434		$	—	$	—		$	434
Other debt securities	$	—	$	32		$	—	$	—		$	32
Other investments:
NEE:
Equity securities	$	4	$	—		$	—	$	—		$	4
U.S. Government and municipal bonds	$	8	$	—		$	—	$	—		$	8
Corporate debt securities	$	—	$	43		$	—	$	—		$	43
Mortgage-backed securities	$	—	$	33		$	—	$	—		$	33
Other	$	5	$	5		$	—	$	—		$	10
Derivatives:
NEE:
Commodity contracts	$	2,448	$	3,478		$	1,071	$	(5,477	)	$	1,520	^(c)
Interest rate swaps	$	—	$	37		$	—	$	—		$	37	^(c)
Foreign currency swaps	$	—	$	27		$	—	$	—		$	27	^(c)
FPL - commodity contracts	$	—	$	8		$	6	$	(2	)	$	12	^(c)
Liabilities:
Derivatives:
NEE:
Commodity contracts	$	2,588	$	3,582		$	585	$	(5,453	)	$	1,302	^(c)
Interest rate swaps	$	—	$	320		$	—	$	—		$	320	^(c)
Foreign currency swaps	$	—	$	9		$	—	$	—		$	9	^(c)
FPL - commodity contracts	$	—	$	513		$	2	$	(2	)	$	513	^(c)

————————————


(a)	Includes the effect of the contractual ability to settle contracts under master netting arrangements and margin cash collateral payments and receipts.


(b)	At NEE, approximately $1,086 million ( $979 million at FPL) are invested in commingled funds whose underlying investments would be Level 1 if those investments were held directly by NEE or FPL.


(c)	See Note 2 for a reconciliation of net derivatives to NEE's and FPL's condensed consolidated balance sheets.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Significant Unobservable Inputs - The valuation of certain commodity contracts requires the use of significant unobservable inputs. All forward price, implied volatility, implied correlation and interest rate inputs used in the valuation of such contracts are directly based on third-party market data, such as broker quotes and exchange settlements, when that data is available. If third-party market data is not available, then industry standard methodologies are used to develop inputs that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Observable inputs, including some forward prices, implied volatilities and interest rates used for determining fair value are updated daily to reflect the best available market information. Unobservable inputs which are related to observable inputs, such as illiquid portions of forward price or volatility curves, are updated daily as well, using industry standard techniques such as interpolation and extrapolation, combining observable forward inputs supplemented by historical market and other relevant data. Other unobservable inputs, such as implied correlations, customer migration rates from full requirements contracts and some implied volatility curves, are modeled using proprietary models based on historical data and industry standard techniques.

All price, volatility, correlation and customer migration inputs used in valuation are subject to validation by the Risk Management group. The Risk Management group performs a risk management function within NEE and FPL responsible for assessing credit, market and operational risk impact, reviewing valuation methodology and modeling, confirming transactions, monitoring approval processes and developing and monitoring trading limits. The Risk Management group is separate from the transacting group, and the Vice President of Risk Management reports to the Chief Financial Officer of NEE and FPL. For markets where independent third-party data is readily available, validation is conducted daily by directly reviewing this market data against inputs utilized by the transacting group, and indirectly by critically reviewing daily risk reports. For markets where independent third-party data is not readily available, additional analytical reviews are performed on at least a quarterly basis. These analytical reviews are designed to ensure that all price and volatility curves used for fair valuing transactions are adequately validated each quarter, and are reviewed and approved by the Vice President of Risk Management. In addition, other valuation assumptions such as implied correlations and customer migration rates are reviewed and approved by Risk Management on a periodic basis. Newly created models used in the valuation process are also subject to testing and approval by Risk Management prior to use and established models are reviewed annually, or more often as needed, by Risk Management.

On a monthly basis, the Exposure Management Committee (EMC), which is comprised of certain members of senior management, meets with representatives from the Risk Management group and the transacting group to discuss NEE's and FPL's energy risk profile and operations, to review risk reports and to discuss fair value issues as necessary. The EMC develops guidelines required for an appropriate risk management control infrastructure, which includes implementation and monitoring of compliance with Risk Management policy. The EMC executes its risk management responsibilities through direct oversight and delegation of its responsibilities to the Vice President of Risk Management, as well as to other corporate and business unit personnel.

The significant unobservable inputs used in the valuation of contracts categorized as Level 3 of the fair value hierarchy at June 30, 2012 are as follows:



Transaction Type	Fair Value at June 30, 2012		Valuation Technique(s)	Significant Unobservable Inputs	Range
	Assets	Liabilities
	(millions)
Forward contracts - power	$490	$82	Discounted cash flow	Forward price (per mwh)	$8	—	$218
Options - power	$332	$458	Option models	Implied correlations	12%	—	98%
				Implied volatilities	1%	—	214%
Options - gas	$61	$22	Option models	Implied correlations	12%	—	98%
				Implied volatilities	1%	—	63%
Full requirements and unit contingent contracts	$271	$40	Discounted cash flow	Forward price (per mwh)	$8	—	$185
				Customer migration rate ^(a)	—%	—	20%

——————————


(a)	Applies only to full requirements contracts.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

The sensitivity of NEE's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows:



Significant Unobservable Input	Position	Impact on Fair Value Measurement
Forward price	Purchase power	Increase (decrease)
	Sell power	Decrease (increase)
Implied correlations	Purchase option	Decrease (increase)
	Sell option	Increase (decrease)
Implied volatilities	Purchase option	Increase (decrease)
	Sell option	Decrease (increase)
Customer migration rate	Sell power ^(a)	Decrease (increase)

————————————

(a) Assumes the contract is in a gain position.

The reconciliation of changes in the fair value of derivatives that are based on significant unobservable inputs is as follows:



	Three Months Ended June 30,
	2012						2011
	NEE			FPL			NEE			FPL
	(millions)
Fair value of net derivatives based on significant unobservable inputs at March 31	$	589		$	7		$	104		$	5
Realized and unrealized gains (losses):
Included in earnings ^(a)	53			—			95			—
Included in regulatory assets and liabilities	2			2			2			2
Purchases	23			—			53			—
Settlements	(58		)	(2		)	(58		)	(2		)
Issuances	(23		)	—			(38		)	—
Transfers in ^(b)	—			—			1			—
Transfers out ^(b)	(11		)	—			(4		)	—
Fair value of net derivatives based on significant unobservable inputs at June 30	$	575		$	7		$	155		$	5
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to derivatives still held at the reporting date ^(c)	$	76		$	—		$	89		$	—

————————————


(a)	For the three months ended June 30, 2012 and 2011 , $53 million and $92 million , respectively, of realized and unrealized gains (losses) are reflected in the condensed consolidated statements of income in operating revenues and the balance is reflected in fuel, purchased power and interchange.


(b)	For the three months ended June 30, 2012 and 2011 , transfers into Level 3 were a result of decreased observability of market data and transfers from Level 3 to Level 2 were a result of increased observability of market data. NEE's and FPL's policy is to recognize all transfers at the beginning of the reporting period.


(c)	For the three months ended June 30, 2012 and 2011 , $76 million and $89 million , respectively, of unrealized gains (losses) are reflected in the condensed consolidated statements of income in operating revenues.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)



	Six Months Ended June 30,
	2012						2011
	NEE			FPL			NEE			FPL
	(millions)
Fair value of net derivatives based on significant unobservable inputs at December 31 of prior year	$	486		$	4		$	296		$	7
Realized and unrealized gains (losses):
Included in earnings ^(a)	284			—			13			—
Included in regulatory assets and liabilities	6			6			2			2
Purchases	181			—			141			—
Settlements	(182		)	(3		)	(103		)	(4		)
Issuances	(200		)	—			(190		)	—
Transfers in ^(b)	16			—			2			—
Transfers out ^(b)	(16		)	—			(6		)	—
Fair value of net derivatives based on significant unobservable inputs at June 30	$	575		$	7		$	155		$	5
The amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to derivatives still held at the reporting date ^(c)	$	190		$	—		$	8		$	—

————————————


(a)	For the six months ended June 30, 2012 and 2011 , $281 million and less than $1 million , respectively, of realized and unrealized gains (losses) are reflected in the condensed consolidated statements of income in operating revenues and the balance is reflected in fuel, purchased power and interchange.


(b)	For the six months ended June 30, 2012 and 2011 , transfers into Level 3 were a result of decreased observability of market data and transfers from Level 3 to Level 2 were a result of increased observability of market data. NEE's and FPL's policy is to recognize all transfers at the beginning of the reporting period.


(c)	For the six months ended June 30, 2012 and 2011 , $189 million and $3 million , respectively, of unrealized gains (losses) are reflected in the condensed consolidated statements of income in operating revenues and the balance is reflected in fuel, purchased power and interchange.

Nonrecurring Fair Value Measurements - NEE tests long-lived assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In the second quarter of 2011 , market value indications and the potential impact of proposed environmental regulations suggested that the carrying value of certain NEER assets, primarily wind assets in West Texas and oil-fired assets in Maine, could be impaired. NEER performed a fair value analysis and concluded that an impairment charge related to the long-lived assets, primarily property, plant and equipment, was necessary. The fair value analysis was primarily based on the income approach using significant unobservable inputs (Level 3) including revenue and generation forecasts, projected capital and maintenance expenditures and discount rates. As a result, long-lived assets held and used with a carrying amount of approximately $79 million were written down to their fair value of $28 million , resulting in an impairment charge of $51 million ( $31 million after-tax), which is recorded as a separate line item in NEE’s condensed consolidated statements of income for the three and six months ended June 30, 2011 .

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Financial Instruments

The carrying amounts of cash equivalents and commercial paper approximate their fair values. At June 30, 2012 and December 31, 2011 , other investments of NEE, not included in the table below, included financial instruments of approximately $43 million and $35 million ( $8 million and $4 million at FPL), respectively, including $2 million and $2 million included in current other receivables on the condensed consolidated balance sheets ( none at FPL), which primarily consist of notes receivable that are carried at estimated fair value or cost, which approximates fair value.

The following estimates of the fair value of financial instruments have been made primarily using available market information. However, the use of different market assumptions or methods of valuation could result in different estimated fair values.



	June 30, 2012								December 31, 2011
	Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
	(millions)
NEE:
Special use funds	$	4,071		^(a)	$	4,071		^(a)	$	3,867		^(a)	$	3,867		^(a)
Other investments:
Notes receivable	$	500			$	629		^(b)	$	503			$	535		^(b)
Debt securities	$	109		^(c)	$	109		^(d)	$	89		^(c)	$	89		^(d)
Equity securities	$	92			$	163		^(e)	$	80			$	159		^(e)
Long-term debt, including current maturities	$	23,330			$	25,332		^(f)	$	21,614			$	23,699		^(f)
Interest rate swaps - net unrealized losses	$	(281	)		$	(281	)	^(d)	$	(283	)		$	(283	)	^(d)
Foreign currency swaps - net unrealized gains (losses)	$	(11	)		$	(11	)	^(d)	$	18			$	18		^(d)
FPL:
Special use funds	$	2,867		^(a)	$	2,867		^(a)	$	2,737		^(a)	$	2,737		^(a)
Long-term debt, including current maturities	$	8,107			$	9,553		^(f)	$	7,533			$	9,078		^(f)

————————————

(a)

At June 30, 2012 , includes $199 million of investments accounted for under the equity method and $47 million of loans not measured at fair value on a recurring basis ( $130 million and $35 million , respectively, for FPL). At December 31, 2011 , includes $164 million of investments accounted for under the equity method and $39 million of loans not measured at fair value on a recurring basis ( $112 million and $24 million , respectively, for FPL). For the remaining balances, see Note 3 for classification by major security type and hierarchy level. The amortized cost of debt and equity securities is $1,715 million and $1,418 million , respectively, at June 30, 2012 and $1,638 million and $1,425 million , respectively, at December 31, 2011 ( $1,385 million and $810 million , respectively, at June 30, 2012 and $1,321 million and $864 million , respectively, at December 31, 2011 for FPL).

(b)

Classified as held to maturity. Estimated using a discounted cash flow valuation technique based on certain observable yield curves and indices considering the credit profile of the borrower (Level 3). Notes receivable bear interest primarily at fixed rates and mature by 2029 . Notes receivable are considered impaired and placed in non-accrual status when it becomes probable that all amounts due cannot be collected in accordance with the contractual terms of the agreement. The assessment to place notes receivable in non-accrual status considers various credit indicators, such as credit standings and ratings and market-related information. As of June 30, 2012 , NEE had no notes receivable reported in non-accrual status.


(c)	Classified as trading securities.


(d)	See Note 3.


(e)	Primarily modeled internally based on recent market information including, among other things, private offerings of the securities (Level 3).

(f)

As of June 30, 2012 and December 31, 2011 , $16,757 million and $15,035 million , respectively, is estimated using quoted market prices for the same or similar issues (Level 2); the balance is estimated using a discounted cash flow valuation technique, considering the current credit spread of the debtor (Level 3). For FPL, estimated using quoted market prices for the same or similar issues (Level 2).

Special Use Funds - The special use funds consist of FPL's storm fund assets of $125 million and NEE's and FPL's nuclear decommissioning fund assets of $3,946 million and $2,742 million , respectively, at June 30, 2012 . The investments held in the special use funds consist of equity and debt securities which are primarily classified as available for sale and carried at estimated fair value (see Note 3). For FPL's special use funds, consistent with regulatory treatment, changes in fair value, including any other than temporary impairment losses, result in a corresponding adjustment to the related regulatory liability accounts. For NEE's non-rate regulated operations, changes in fair value result in a corresponding adjustment to OCI, except for unrealized losses associated with marketable securities considered to be other than temporary, including any credit losses, which are recognized as other than temporary impairment losses on securities held in nuclear decommissioning funds and included in other - net in NEE's condensed consolidated statements of income. Debt securities included in the nuclear decommissioning funds have a weighted-average maturity at June 30, 2012 of approximately six years at both NEE and FPL. FPL's storm fund primarily consists of debt securities with a weighted-average maturity at June 30, 2012 of approximately three years. The cost of securities sold is determined using the specific identification method.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Realized gains and losses and proceeds from the sale or maturity of available for sale securities are as follows:



	NEE				FPL				NEE				FPL
	Three Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011		2012		2011		2012		2011
	(millions)
Realized gains	$	88	$	57	$	30	$	26	$	131	$	87	$	61	$	38
Realized losses	$	20	$	22	$	11	$	15	$	32	$	43	$	22	$	34
Proceeds from sale or maturity of securities	$	2,001	$	1,228	$	1,630	$	844	$	2,937	$	2,575	$	2,357	$	1,808

Unrealized losses on available for sale debt securities at June 30, 2012 and December 31, 2011 were not material to NEE or FPL. The unrealized gains on available for sale securities are as follows:



	NEE				FPL
	June 30, 2012		December 31, 2011		June 30, 2012		December 31, 2011
	(millions)
Equity securities	$	635	$	546	$	464	$	376
U.S. Government and municipal bonds	$	33	$	46	$	31	$	43
Corporate debt securities	$	32	$	31	$	23	$	24
Mortgage-backed securities	$	21	$	27	$	18	$	24
Other debt securities	$	2	$	3	$	2	$	3

Regulations issued by the Federal Energy Regulatory Commission (FERC) and the NRC provide general risk management guidelines to protect nuclear decommissioning funds and to allow such funds to earn a reasonable return. The FERC regulations prohibit, among other investments, investments in any securities of NEE or its subsidiaries, affiliates or associates, excluding investments tied to market indices or mutual funds. Similar restrictions applicable to the decommissioning funds for NEER's nuclear plants are included in the NRC operating licenses for those facilities or in NRC regulations applicable to NRC licensees not in cost-of-service environments. With respect to the decommissioning fund for NEER's Seabrook Station (Seabrook), decommissioning fund contributions and withdrawals are also regulated by the Nuclear Decommissioning Financing Committee pursuant to New Hampshire law.

The nuclear decommissioning reserve funds are managed by investment managers who must comply with the guidelines of NEE and FPL and the rules of the applicable regulatory authorities. The funds' assets are invested giving consideration to taxes, liquidity, risk, diversification and other prudent investment objectives.

Interest Rate and Foreign Currency Swaps - NEE and its subsidiaries use a combination of fixed rate and variable rate debt to manage interest rate exposure. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements. In addition, with respect to certain debt issuances and borrowings, NEECH has two cross currency swaps to hedge against currency movements with respect to both interest and principal payments. See Note 2.

5. Income Taxes

NEE's effective income tax rates for the three months ended June 30, 2012 and 2011 were approximately 29% and 20% , respectively. The reduction from the federal statutory rate mainly reflects the benefit of wind production tax credits (PTCs) of approximately $ 50 million and $84 million , respectively, related to NEER's wind projects and approximately $ 10 million and $1 million , respectively, of deferred income tax benefits associated with grants (convertible investment tax credits (ITCs)) under the American Recovery and Reinvestment Act of 2009, as amended (Recovery Act), primarily for certain wind projects expected to be placed in service. NEE’s effective income tax rate for the three months ended June 30, 2011 also reflects a state deferred income tax benefit (state deferred income tax benefit) included in the Corporate and Other segment of approximately $64 million , net of federal income taxes, related to state tax law changes in 2011.

NEE's effective income tax rates for the six months ended June 30, 2012 and 2011 were approximately 27% and 12% , respectively. The reduction from the federal statutory rate mainly reflects the benefit of wind PTCs of approximately $112 million and $163 million , respectively, and approximately $23 million and $8 million , respectively, of deferred income tax benefits associated with convertible

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

ITCs. NEE's effective income tax rate for the six months ended June 30, 2011 also reflects the state deferred income tax benefit and a $26 million reduction in income tax expense, net of federal income taxes, primarily related to a valuation allowance reversal for certain state ITCs reflecting state income tax planning initiatives (state ITC benefit).

NEE recognizes PTCs as wind energy is generated and sold based on a per kilowatt-hour (kwh) rate prescribed in applicable federal and state statutes, which may differ significantly from amounts computed, on a quarterly basis, using an overall effective income tax rate anticipated for the full year. NEE uses this method of recognizing PTCs for specific reasons, including that PTCs are an integral part of the financial viability of most wind projects and a fundamental component of such wind projects' results of operations. PTCs can significantly affect NEE's effective income tax rate depending on the amount of pretax income, wind generation and expiration of PTCs after ten years of production.

6. Variable Interest Entities (VIEs)

As of June 30, 2012 , NEE has nine VIEs which it consolidates and has interests in certain other VIEs which it does not consolidate.

FPL - FPL is considered the primary beneficiary of, and therefore consolidates, a VIE that is a wholly-owned bankruptcy remote special purpose subsidiary that it formed in 2007 for the sole purpose of issuing storm-recovery bonds pursuant to the securitization provisions of the Florida Statutes and a financing order of the FPSC. FPL is considered the primary beneficiary because FPL has the power to direct the significant activities of the VIE, and its equity investment, which is subordinate to the bondholder's interest in the VIE, is at risk. Storm restoration costs incurred by FPL during 2005 and 2004 exceeded the amount in FPL's funded storm and property insurance reserve, resulting in a storm reserve deficiency. In 2007, the VIE issued $ 652 million aggregate principal amount of senior secured bonds (storm-recovery bonds), primarily for the after-tax equivalent of the total of FPL's unrecovered balance of the 2004 storm restoration costs, the 2005 storm restoration costs and approximately $ 200 million to reestablish FPL's storm and property insurance reserve. In connection with this financing, net proceeds, after debt issuance costs, to the VIE (approximately $ 644 million ) were used to acquire the storm-recovery property, which includes the right to impose, collect and receive a storm-recovery charge from all customers receiving electric transmission or distribution service from FPL under rate schedules approved by the FPSC or under special contracts, certain other rights and interests that arise under the financing order issued by the FPSC and certain other collateral pledged by the VIE that issued the bonds. The storm-recovery bonds are payable only from and are secured by the storm-recovery property. The bondholders have no recourse to the general credit of FPL. The assets of the VIE were approximately $ 381 million and $ 406 million at June 30, 2012 and December 31, 2011 , respectively, and consisted primarily of storm-recovery property, which are included in securitized storm-recovery costs on NEE's and FPL's condensed consolidated balance sheets. The liabilities of the VIE were approximately $ 470 million and $ 496 million at June 30, 2012 and December 31, 2011 , respectively, and consisted primarily of storm-recovery bonds, which are included in long-term debt on NEE's and FPL's condensed consolidated balance sheets.

FPL identified a potential VIE, which is considered a qualifying facility as defined by the Public Utility Regulatory Policies Act of 1978, as amended (PURPA). PURPA requires utilities, such as FPL, to purchase the electricity output of a qualifying facility. FPL entered into a purchased power agreement (PPA) effective in 1994 with this 250 megawatt (mw) coal-fired qualifying facility to purchase substantially all of the facility's capacity and electrical output over a substantial portion of its estimated useful life. FPL absorbs a portion of the facility's variability related to changes in the market price of coal through the price it pays per mwh (energy payment). After making exhaustive efforts, FPL was unable to obtain the information from the facility necessary to determine whether the facility is a VIE or whether FPL is the primary beneficiary of the facility. The PPA with the facility contains no provision which legally obligates the facility to release this information to FPL. The energy payments paid by FPL will fluctuate as coal prices change. This fluctuation does not expose FPL to losses since the energy payments paid by FPL to the facility are passed on to FPL's customers through the fuel clause as approved by the FPSC. Notwithstanding the fact that FPL's energy payments are recovered through the fuel clause, if the facility was determined to be a VIE, the absorption of some of the facility's fuel price variability might cause FPL to be considered the primary beneficiary. During the three months ended June 30, 2012 and 2011 , FPL purchased 190,070 mwh and 380,847 mwh, respectively, from the facility at a total cost of approximately $ 45 million and $ 51 million , respectively. During the six months ended June 30, 2012 and 2011 , FPL purchased 289,011 mwh and 637,522 mwh, respectively, from the facility at a total cost of approximately $ 85 million and $ 94 million , respectively.

Additionally, FPL entered into a PPA effective in 1995 with a 330 mw coal-fired qualifying facility to purchase substantially all of the facility's electrical output over a substantial portion of its estimated useful life. The facility is considered a VIE because FPL absorbs a portion of the facility’s variability related to changes in the market price of coal through the energy payment. Since FPL does not control the most significant activities of the facility, including operations and maintenance, FPL is not the primary beneficiary and does not consolidate this VIE. The energy payments paid by FPL will fluctuate as coal prices change. This fluctuation does not expose FPL to losses since the energy payments paid by FPL to the facility are passed on to FPL’s customers through the fuel clause as approved by the FPSC.

NEER - NEE consolidates eight NEER VIEs. NEER is considered the primary beneficiary of these VIEs since NEER controls the most significant activities of these VIEs, including operations and maintenance, and through its 100 % equity ownership has the

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

obligation to absorb expected losses of these VIEs.

An NEER VIE consolidates two entities which own and operate natural gas/oil electric generating facilities with the capability of producing 110 mw. This VIE sells its electric output under power sales contracts to a third party, with expiration dates in 2018 and 2020 . The power sales contracts provide the offtaker the ability to dispatch the facilities and require the offtaker to absorb the cost of fuel. This VIE uses third party debt and equity to finance its operations. The debt is secured by liens against the generating facilities and the other assets of these entities. The debt holders have no recourse to the general credit of NEER. The assets and liabilities of the VIE were approximately $ 104 million and $ 79 million , respectively, at June 30, 2012 and $ 105 million and $ 82 million , respectively, at December 31, 2011 , and consisted primarily of property, plant and equipment and long-term debt.

The other seven NEER VIEs consolidate several entities which own and operate wind electric generating facilities with the capability of producing a total of 2,579 mw. Six of these VIEs sell their electric output under power sales contracts to third parties with expiration dates ranging from 2018 through 2037 ; the seventh VIE sells its electric output in the spot market. The VIEs use third-party debt and/or equity to finance their operations. Certain investors that hold no equity interest in the VIEs hold differential membership interests, which give them the right to receive a portion of the economic attributes of the generating facilities, including certain tax attributes. The debt is secured by liens against the generating facilities and the other assets of these entities. The debt holders have no recourse to the general credit of NEER. The assets and liabilities of these VIEs totaled approximately $ 4.0 billion and $ 2.7 billion , respectively, at June 30, 2012 . Six of the VIEs were consolidated at December 31, 2011 , and the assets and liabilities of those VIEs totaled approximately $ 3.2 billion and $ 2.6 billion , respectively, at December 31, 2011 . At June 30, 2012 and December 31, 2011 , the assets and liabilities of the VIEs consisted primarily of property, plant and equipment, deferral related to differential membership interests and long-term debt.

Other - As of June 30, 2012 and December 31, 2011 , several NEE subsidiaries have investments totaling approximately $ 788 million ($ 620 million at FPL) and $ 668 million ($ 526 million at FPL), respectively, in certain special purpose entities, which consisted primarily of investments in mortgage-backed securities. These investments are included in special use funds and other investments on NEE's condensed consolidated balance sheets and in special use funds on FPL's condensed consolidated balance sheets. As of June 30, 2012 , NEE subsidiaries are not the primary beneficiary and therefore do not consolidate any of these entities because they do not control any of the ongoing activities of these entities, were not involved in the initial design of these entities and do not have a controlling financial interest in these entities.

7. Common Stock

Earnings Per Share - The reconciliation of NEE's basic and diluted earnings per share of common stock is as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(millions, except per share amounts)
Numerator - net income	$	607	$	580	$	1,068	$	848
Denominator:
Weighted-average number of common shares outstanding - basic	415.0		416.9		413.7		416.4
Performance share awards, options, restricted stock and equity units ^(a)	2.2		2.4		2.3		2.5
Weighted-average number of common shares outstanding - assuming dilution	417.2		419.3		416.0		418.9
Earnings per share of common stock:
Basic	$	1.46	$	1.39	$	2.58	$	2.04
Assuming dilution	$	1.45	$	1.38	$	2.57	$	2.03

————————————


(a)	Performance share awards are included in diluted weighted-average number of common shares outstanding based upon what would be issued if the end of the reporting period was the end of the term of the award. Performance share awards, options, restricted stock and equity units are included in diluted weighted-average number of common shares outstanding by applying the treasury stock method.

Common shares issuable pursuant to equity units and stock options, restricted stock and performance share awards which were not included in the denominator above due to their antidilutive effect were approximately 10.3 million and 1.1 million for the three months ended June 30, 2012 and 2011, respectively, and 8.5 million and 14.5 million for the six months ended June 30, 2012 and 2011, respectively.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

8. Debt

Long-term debt issuances and borrowings by subsidiaries of NEE during the six months ended June 30, 2012 were as follows:



Date Issued	Company	Debt Issuances/Borrowings	Interest Rate			Principal Amount		Maturity Date
						(millions)
January - June 2012	NEECH and NEER subsidiary	Canadian revolving credit facilities	Variable		(a)	$	54	2013
January - June 2012	NEER subsidiaries	Euro denominated senior secured limited-recourse loan	Variable		(a)(b)	$	158	2030
January - June 2012	NEER subsidiaries	Euro denominated senior secured limited-recourse loan	Variable		(a)	$	30	2015
January - June 2012	NEECH and NEER subsidiary	Euro denominated revolving loan	Variable		(a)	$	52	2014
January - June 2012	Lone Star Transmission, LLC	Senior secured limited-recourse loan	Variable		(a)	$	115	2016
March 2012	NEECH	Junior subordinated debentures	5.70	%		$	400	2072
May 2012	NEECH	Debentures related to NEE's equity units	1.70	%		$	600	2017
May 2012	FPL	First mortgage bonds	4.05	%		$	600	2042
June 2012	NEECH	Junior subordinated debentures	5.625	%		$	350	2072

————————————


(a)	Variable rate is based on an underlying index plus a margin.


(b)	Interest rate swap agreements were entered into with respect to these issuances.

In May 2012, NEE sold $600 million of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $50 and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a 1/20, or 5% , undivided beneficial ownership interest in a Series E Debenture due June 1, 2017 issued in the principal amount of $1,000 by NEECH (see table above). Each stock purchase contract requires the holder to purchase by no later than June 1, 2015 (the final settlement date) for a price of $50 in cash, a number of shares of NEE common stock (subject to antidilution adjustments) based on a price per share range of $64.35 to $77.22 . If purchased on the final settlement date, as of June 30, 2012, the number of shares issued would (subject to antidilution adjustments) range from 0.7770 shares if the applicable market value of a share of common stock is less than or equal to $64.35 , to 0.6475 shares if the applicable market value of a share is equal to or greater than $77.22 , with applicable market value to be determined using the average closing prices of NEE common stock over a 20 -day trading period ending May 27, 2015. Total annual distributions on the equity units will be at the rate of 5.599% , consisting of interest on the debentures ( 1.70% per year) and payments under the stock purchase contracts ( 3.899% per year). The interest rate on the debentures is expected to be reset on or after December 1, 2014. The holder of an equity unit may satisfy its purchase obligation with proceeds raised from remarketing the NEECH debentures that are part of its equity unit. The undivided beneficial ownership interest in the NEECH debenture that is a component of each Corporate Unit is pledged to NEE to secure the holder’s obligation to purchase NEE common stock under the related stock purchase contract. If a successful remarketing does not occur on or before the third business day prior to the final settlement date, and a holder has not notified NEE of its intention to settle the stock purchase contract with cash, NEE would exercise its rights as a secured party in the debentures to satisfy in full the holders’ obligations to purchase NEE common stock under the related stock purchase contracts on the final settlement date. The debentures are fully and unconditionally guaranteed by NEE.

Also, in May 2012, a remarketing of $350 million aggregate principal amount of Series C Debentures due June 1, 2014 (Debentures) issued by NEECH was successfully completed. The Debentures were originally issued in May 2009 as components of NEE's equity units (2009 equity units). The Debentures are fully and unconditionally guaranteed by NEE. In connection with the remarketing of the Debentures, the annual interest rate on the Debentures was reset to 1.611% and interest is payable semi-annually on June 1 and December 1, beginning June 1, 2012. In connection with the settlement of the stock purchase contracts that were issued as components of the 2009 equity units, on June 1, 2012, NEE issued 5,400,500 shares of common stock in exchange for $350 million .

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

9. Commitments and Contingencies

Commitments - NEE and its subsidiaries have made commitments in connection with a portion of their projected capital expenditures. Capital expenditures at FPL include, among other things, the cost for construction or acquisition of additional facilities and equipment to meet customer demand, as well as capital improvements to and maintenance of existing facilities and the procurement of nuclear fuel. At NEER, capital expenditures include, among other things, the cost, including capitalized interest, for construction of wind and solar projects and the procurement of nuclear fuel. Capital expenditures for Corporate and Other primarily include the cost for construction of a transmission line and other associated facilities by Lone Star Transmission, LLC (Lone Star), a rate-regulated transmission service provider in Texas, and the cost to meet customer-specific requirements and maintain the fiber-optic network for the fiber-optic telecommunications business (FPL FiberNet).

At June 30, 2012 , estimated planned capital expenditures for the remainder of 2012 through 2016 were as follows:



	2012		2013		2014		2015		2016		Total
	(millions)
FPL:
Generation: ^(a)
New ^(b)(c)	$	970	$	815	$	695	$	300	$	160	$	2,940
Existing	285		645		660		560		435		2,585
Transmission and distribution	420		690		690		660		705		3,165
Nuclear fuel	85		125		205		250		250		915
General and other	120		190		120		80		90		600
Total	$	1,880	$	2,465	$	2,370	$	1,850	$	1,640	$	10,205
NEER:
Wind ^(d)	$	1,350	$	125	$	20	$	10	$	5	$	1,510
Solar ^(e)	700		760		185		10		—		1,655
Nuclear ^(f)	185		275		260		265		285		1,270
Other ^(g)	135		160		90		100		95		580
Total	$	2,370	$	1,320	$	555	$	385	$	385	$	5,015
Corporate and Other ^(h)	$	295	$	85	$	85	$	75	$	75	$	615

————————————


(a)	Includes allowance for funds used during construction (AFUDC) of approximately $ 42 million , $ 84 million , $ 59 million , $ 58 million and $28 million in 2012 to 2016, respectively.


(b)	Includes land, generating structures, transmission interconnection and integration and licensing.

(c)

Consists of projects that have received FPSC approval. Includes pre-construction costs and carrying charges (equal to a pretax AFUDC rate) on construction costs recoverable through the capacity clause of approximately $ 52 million and $ 41 million in 2012 and 2013, respectively. Excludes capital expenditures for the construction costs for the two additional nuclear units at FPL's Turkey Point site beyond what is required to receive an NRC license for each unit.

(d)

Consists of capital expenditures for planned new wind projects and related transmission totaling approximately 1,300 mw, including approximately 150 mw in Canada, that have received applicable internal approvals. Excludes new Canadian wind projects requiring internal approvals with generation totaling approximately 470 mw in 2014 and 2015, with an estimated cost of approximately $1.3 billion to $1.5 billion .

(e)

Consists of capital expenditures for planned new solar projects and related transmission totaling 625 mw that have received applicable internal approvals, including equity contributions associated with a 50% equity method investment in a 550 mw solar project. Excludes solar projects requiring internal approvals with generation totaling 270 mw with an estimated cost of approximately $600 million to $800 million .


(f)	Includes nuclear fuel.


(g)	Consists of capital expenditures that have received applicable internal approvals. In addition, NEER plans to add natural gas infrastructure projects at a total cost of approximately $600 million in 2013 through 2016 .


(h)	Consists of capital expenditures that have received applicable internal approvals and includes AFUDC of approximately $30 million and $14 million in 2012 and 2013, respectively.

These estimates are subject to continuing review and adjustment and actual capital expenditures may vary significantly from these estimates.

Contracts - In addition to the estimated planned capital expenditures included in the table in Commitments above, FPL has commitments under long-term purchased power and fuel contracts. FPL is obligated under take-or-pay purchased power contracts with JEA and with subsidiaries of The Southern Company (Southern subsidiaries) to pay for approximately 1,330 mw annually through 2015 and 375 mw annually thereafter through 2021 . FPL also has various firm pay-for-performance contracts to purchase approximately 705 mw from certain cogenerators and small power producers (qualifying facilities) with expiration dates ranging from 2024 through 2034 . The purchased power contracts provide for capacity and energy payments. Energy payments are based on the actual power taken under these contracts. Capacity payments for the pay-for-performance contracts are subject to the

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

qualifying facilities meeting certain contract conditions. FPL has contracts with expiration dates through 2036 for the purchase and transportation of natural gas and coal, and storage of natural gas.

NEER has entered into contracts primarily for the purchase of wind turbines and towers, solar reflectors, steam turbine generators and heat collection elements and related construction and development activities, as well as for the supply of uranium, conversion, enrichment and fabrication of nuclear fuel, with expiration dates ranging from August 2012 through 2030 , approximately $2.6 billion of which is included in the estimated planned capital expenditures table in Commitments above. In addition, NEER has contracts primarily for the purchase, transportation and storage of natural gas and firm transmission service with expiration dates ranging from September 2012 through 2033 .

The transmission business included in Corporate and Other has entered into contracts primarily for development and construction activities relating to Lone Star's transmission line and other associated facilities, all of which is included in the estimated planned capital expenditures table in Commitments above.

The required capacity and/or minimum payments under the contracts discussed above as of June 30, 2012 were estimated as follows:



	2012		2013		2014		2015		2016		Thereafter
	(millions)
FPL:
Capacity charges: ^(a)
Qualifying facilities	$	150	$	270	$	275	$	280	$	245	$	2,415
JEA and Southern subsidiaries	$	115	$	230	$	220	$	195	$	70	$	155
Minimum charges, at projected prices:
Natural gas, including transportation and storage ^(b)	$	1,000	$	1,330	$	1,030	$	565	$	525	$	6,925
Coal ^(b)	$	40	$	90	$	35	$	5	$	5	$	—
NEER	$	1,680	$	610	$	120	$	110	$	105	$	605
Corporate and Other ^(c)	$	110	$	30	$	15	$	15	$	15	$	—

————————————

(a)

Capacity charges under these contracts, substantially all of which are recoverable through the capacity clause, totaled approximately $ 129 million and $ 124 million for the three months ended June 30, 2012 and 2011, respectively, and approximately $262 million and $247 million for the six months ended June 30, 2012 and 2011, respectively. Energy charges under these contracts, which are recoverable through the fuel clause, totaled approximately $ 82 million and $ 129 million for the three months ended June 30, 2012 and 2011, respectively, and approximately $121 million and $206 million for the six months ended June 30, 2012 and 2011, respectively.


(b)	Recoverable through the fuel clause.


(c)	Includes an approximately $73 million commitment to invest in clean power and technology businesses through 2017.

Insurance - Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of insurance available from both private sources and an industry retrospective payment plan. In accordance with this Act, NEE maintains $ 375 million of private liability insurance per site, which is the maximum obtainable, and participates in a secondary financial protection system, which provides up to $ 12.2 billion of liability insurance coverage per incident at any nuclear reactor in the United States. Under the secondary financial protection system, NEE is subject to retrospective assessments of up to $ 940 million ($ 470 million for FPL), plus any applicable taxes, per incident at any nuclear reactor in the United States, payable at a rate not to exceed $ 140 million ($ 70 million for FPL) per incident per year. NEE and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook, Duane Arnold Energy Center (Duane Arnold) and St. Lucie Unit No. 2, which approximates $ 14 million , $ 35 million and $ 18 million , plus any applicable taxes, per incident, respectively.

NEE participates in a nuclear insurance mutual company that provides $ 2.75 billion of limited insurance coverage per occurrence per site for property damage, decontamination and premature decommissioning risks at its nuclear plants. The proceeds from such insurance, however, must first be used for reactor stabilization and site decontamination before they can be used for plant repair. NEE also participates in an insurance program that provides limited coverage for replacement power costs if a nuclear plant is out of service for an extended period of time because of an accident. In the event of an accident at one of NEE's or another participating insured's nuclear plants, NEE could be assessed up to $ 178 million ($ 102 million for FPL), plus any applicable taxes, in retrospective premiums in a policy year. NEE and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook, Duane Arnold and St. Lucie Unit No. 2, which approximates $ 2 million , $ 4 million and $ 4 million , plus any applicable taxes, respectively.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Due to the high cost and limited coverage available from third-party insurers, NEE does not have insurance coverage for a substantial portion of its transmission and distribution property and has no insurance coverage for FPL FiberNet's fiber-optic cable. Should FPL's future storm restoration costs exceed the reserve amount established through the issuance of storm-recovery bonds by a VIE in 2007, FPL may recover storm restoration costs, subject to prudence review by the FPSC, either through surcharges approved by the FPSC or through securitization provisions pursuant to Florida law.

In the event of a loss, the amount of insurance available might not be adequate to cover property damage and other expenses incurred. Uninsured losses and other expenses, to the extent not recovered from customers in the case of FPL, would be borne by NEE and FPL and could have a material adverse effect on NEE's and FPL's financial condition, results of operations and liquidity.

Legal Proceedings - In November 1999, the Attorney General of the United States, on behalf of the U.S. Environmental Protection Agency (EPA), brought an action in the U.S. District Court for the Northern District of Georgia against Georgia Power Company and other subsidiaries of The Southern Company for certain alleged violations of the Prevention of Significant Deterioration (PSD) provisions and the New Source Performance Standards (NSPS) of the Clean Air Act. In May 2001, the EPA amended its complaint to allege, among other things, that Georgia Power Company constructed and is continuing to operate Scherer Unit No. 4, in which FPL owns a 76% interest, without obtaining a PSD permit, without complying with NSPS requirements, and without applying best available control technology for nitrogen oxides, sulfur dioxides and particulate matter as required by the Clean Air Act. It also alleges that unspecified major modifications have been made at Scherer Unit No. 4 that require its compliance with the aforementioned Clean Air Act provisions. The EPA seeks injunctive relief requiring the installation of best available control technology and civil penalties. Under the EPA's civil penalty rules, the EPA could assess up to $25,000 per day for each violation from an unspecified date after June 1, 1975 through January 30, 1997, up to $27,500 per day for each violation from January 31, 1997 through March 15, 2004, up to $32,500 per day for each violation from March 16, 2004 through January 12, 2009 and up to $37,500 per day for each violation thereafter. Georgia Power Company has answered the amended complaint, asserting that it has complied with all requirements of the Clean Air Act, denying the plaintiff's allegations of liability, denying that the plaintiff is entitled to any of the relief that it seeks and raising various other defenses. In June 2001, a federal district court stayed discovery and administratively closed the case and the EPA has not yet moved to reopen the case. In April 2007, the U.S. Supreme Court in a separate unrelated case rejected an argument that a "major modification" occurs at a plant only when there is a resulting increase in the hourly rate of air emissions. Georgia Power Company has made a similar argument in defense of its case, but has other factual and legal defenses that are unaffected by the U.S. Supreme Court's decision.

In 1995 and 1996, NEE, through an indirect subsidiary, purchased from Adelphia Communications Corporation (Adelphia) 1,091,524 shares of Adelphia common stock and 20,000 shares of Adelphia preferred stock (convertible into 2,358,490 shares of Adelphia common stock) for an aggregate price of approximately $35,900,000 . On January 29, 1999, Adelphia repurchased all of these shares for $149,213,130 in cash. In June 2004, Adelphia, Adelphia Cablevision, L.L.C. and the Official Committee of Unsecured Creditors of Adelphia filed a complaint against NEE and its indirect subsidiary in the U.S. Bankruptcy Court, Southern District of New York. The complaint alleges that the repurchase of these shares by Adelphia was a fraudulent transfer, in that at the time of the transaction Adelphia (i) was insolvent or was rendered insolvent, (ii) did not receive reasonably equivalent value in exchange for the cash it paid, and (iii) was engaged or about to engage in a business or transaction for which any property remaining with Adelphia had unreasonably small capital. The complaint seeks the recovery for the benefit of Adelphia's bankruptcy estate of the cash paid for the repurchased shares, plus interest from January 29, 1999. NEE has filed an answer to the complaint. NEE believes that the complaint is without merit because, among other reasons, Adelphia will be unable to demonstrate that (i) Adelphia's repurchase of shares from NEE, which repurchase was at the market value for those shares, was not for reasonably equivalent value, (ii) Adelphia was insolvent at the time of the repurchase, or (iii) the repurchase left Adelphia with unreasonably small capital. The trial was completed in May 2012 and closing arguments were heard in July 2012.

In October 2004, TXU Portfolio Management Company (TXU) served FPL Energy Pecos Wind I, LP, FPL Energy Pecos Wind I GP, LLC, FPL Energy Pecos Wind II, LP, FPL Energy Pecos Wind II GP, LLC and Indian Mesa Wind Farm, LP (NEER Affiliates) as defendants in a civil action filed in the District Court in Dallas County, Texas. FPL Energy, LLC, now known as NextEra Energy Resources, LLC, was added as a defendant in 2005. The petition alleged that the NEER Affiliates had contractual obligations to produce and sell to TXU a minimum quantity of energy and renewable energy credits each year during the period from 2002 through 2005 and that the NEER Affiliates failed to meet this obligation. The plaintiff asserted claims for breach of contract and declaratory judgment and sought damages of approximately $34 million plus attorneys' fees, costs and interest. Following a jury trial in 2007, among other findings, both TXU and the NEER Affiliates were found to have breached the contracts. In August 2008, the trial court issued a final judgment holding that the contracts were not terminated and neither party was entitled to recover any damages. In November 2008, TXU appealed the final judgment to the Fifth District Court of Appeals in Dallas, Texas. In an opinion issued in July 2010, the appellate court reversed portions of the trial court's judgment, ruling that the contracts' liquidated damage provision is an enforceable liquidated damage clause. The appellate court ordered that the case be remanded back to the trial court for further proceedings to determine the amount of damages payable by the NEER Affiliates. The NEER Affiliates filed a motion for rehearing of the appellate court’s decision, which motion was denied, and in April 2011 filed a petition for review of the appellate court decision with the Texas Supreme Court. In February 2012, the Texas Supreme Court granted the petition for review and the case has been scheduled for oral argument in September 2012.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

NEE and FPL are vigorously defending, and believe that they or their affiliates have meritorious defenses to, the lawsuits described above. In addition to the legal proceedings discussed above, NEE and its subsidiaries, including FPL, are involved in other legal and regulatory proceedings, actions and claims in the ordinary course of their businesses. Generating plants in which NEE or FPL has an ownership interest are also involved in legal and regulatory proceedings, actions and claims, the liabilities from which, if any, would be shared by NEE or FPL. In the event that NEE and FPL, or their affiliates, do not prevail in the lawsuits described above or these other legal and regulatory proceedings, actions and claims, there may be a material adverse effect on their financial statements. While management is unable to predict with certainty the outcome of the lawsuits described above or these other legal and regulatory proceedings, actions and claims, based on current knowledge it is not expected that their ultimate resolution, individually or collectively, will have a material adverse effect on the financial statements of NEE or FPL.

10. Segment Information

NEE's reportable segments are FPL, a rate-regulated electric utility, and NEER, a competitive energy business. NEER's segment information includes an allocation of interest expense from NEECH based on a deemed capital structure of 70% debt and allocated shared service costs. Corporate and Other represents other business activities, other segments that are not separately reportable and eliminating entries. NEE's segment information is as follows:



	Three Months Ended June 30,
	2012									2011
	FPL		NEER ^(a)			Corporate and Other		NEE Consoli- dated		FPL		NEER ^(a)			Corporate and Other			NEE Consoli- dated
								(millions)
Operating revenues	$	2,580	$	1,030		$	57	$	3,667	$	2,801	$	1,105		$	55		$	3,961
Operating expenses	$	1,918	$	676		$	51	$	2,645	$	2,230	$	776	^(b)	$	48		$	3,054
Net income	$	353	$	251	^(c)	$	3	$	607	$	301	$	239	^(c)	$	40	^(d)	$	580




	Six Months Ended June 30,
	2012									2011
	FPL		NEER ^(a)			Corporate and Other		NEE Consoli- dated		FPL		NEER ^(a)			Corporate and Other			NEE Consoli- dated
								(millions)
Operating revenues	$	4,804	$	2,120		$	114	$	7,038	$	5,047	$	1,938		$	109		$	7,094
Operating expenses	$	3,661	$	1,415		$	96	$	5,172	$	4,069	$	1,600	^(b)	$	90		$	5,759
Net income	$	592	$	472	^(c)	$	4	$	1,068	$	506	$	304	^(c)	$	38	^(d)	$	848




	June 30, 2012								December 31, 2011
	FPL		NEER		Corporate and Other		NEE Consoli- dated		FPL		NEER		Corporate and Other		NEE Consoli- dated
							(millions)
Total assets	$	33,655	$	24,754	$	1,981	$	60,390	$	31,816	$	23,459	$	1,913	$	57,188

————————————


(a)	Interest expense allocated from NEECH is based on a deemed capital structure of 70% debt. For this purpose, the deferred credit associated with differential membership interests sold by NEER subsidiaries is included with debt. Residual non-utility interest expense is included in Corporate and Other.


(b)	Includes impairment charges of approximately $51 million . See Note 3 - Nonrecurring Fair Value Measurements.


(c)	2011 includes after-tax impairment charges of approximately $31 million . See Note 3 - Nonrecurring Fair Value Measurements. Also, see Note 5 for a discussion of NEER's tax benefits related to PTCs for both 2012 and 2011.


(d)	Includes state deferred income tax benefits, net of federal income taxes, of approximately $64 million , primarily related to state tax law changes. See Note 5.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

11. Summarized Financial Information of NEECH

NEECH, a 100% owned subsidiary of NEE, provides funding for, and holds ownership interests in, NEE's operating subsidiaries other than FPL. Most of NEECH's debt, including its debentures, and payment guarantees are fully and unconditionally guaranteed by NEE. Condensed consolidating financial information is as follows:

Condensed Consolidating Statements of Income



	Three Months Ended June 30,
	2012												2011
	NEE (Guarantor)			NEECH			Other ^(a)			NEE Consoli- dated			NEE (Guarantor)			NEECH			Other ^(a)			NEE Consoli- dated
										(millions)
Operating revenues	$	—		$	1,090		$	2,577		$	3,667		$	—		$	1,163		$	2,798		$	3,961
Operating expenses	(5		)	(726		)	(1,914		)	(2,645		)	(4		)	(824		)	(2,226		)	(3,054		)
Interest expense	(3		)	(163		)	(104		)	(270		)	(3		)	(159		)	(94		)	(256		)
Equity in earnings of subsidiaries	607			—			(607		)	—			529			—			(529		)	—
Other income (deductions) - net	2			87			9			98			(3		)	72			7			76
Income (loss) before income taxes	601			288			(39		)	850			519			252			(44		)	727
Income tax expense (benefit)	(6		)	34			215			243			(61		)	24			184			147
Net income (loss)	$	607		$	254		$	(254	)	$	607		$	580		$	228		$	(228	)	$	580




	Six Months Ended June 30,
	2012												2011
	NEE(Guarantor)			NEECH			Other ^(a)			NEE Consoli- dated			NEE(Guarantor)			NEECH			Other ^(a)			NEE Consoli- dated
										(millions)
Operating revenues	$	—		$	2,241		$	4,797		$	7,038		$	—		$	2,053		$	5,041		$	7,094
Operating expenses	(9		)	(1,509		)	(3,654		)	(5,172		)	(7		)	(1,689		)	(4,063		)	(5,759		)
Interest expense	(6		)	(324		)	(206		)	(536		)	(7		)	(322		)	(181		)	(510		)
Equity in earnings of subsidiaries	1,065			—			(1,065		)	—			798			—			(798		)	—
Other income (deductions) - net	2			118			17			137			(1		)	125			14			138
Income (loss) before income taxes	1,052			526			(111		)	1,467			783			167			13			963
Income tax expense (benefit)	(16		)	53			362			399			(65		)	(125		)	305			115
Net income (loss)	$	1,068		$	473		$	(473	)	$	1,068		$	848		$	292		$	(292	)	$	848

————————————

(a) Represents FPL and consolidating adjustments.

Condensed Consolidating Statements of Comprehensive Income



	Three Months Ended June 30,
	2012									2011
	NEE (Guarantor)		NEECH		Other ^(a)			NEE Consoli- dated		NEE (Guarantor)		NEECH		Other ^(a)			NEE Consoli- dated
								(millions)
Comprehensive income (loss)	$	511	$	151	$	(151	)	$	511	$	493	$	140	$	(140	)	$	493



	Six Months Ended June 30,
	2012									2011
	NEE (Guarantor)		NEECH		Other ^(a)			NEE Consoli- dated		NEE (Guarantor)		NEECH		Other ^(a)			NEE Consoli- dated
								(millions)
Comprehensive income (loss)	$	1,032	$	442	$	(442	)	$	1,032	$	797	$	235	$	(235	)	$	797

————————————


(a)	Represents FPL and consolidating adjustments.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Condensed Consolidating Balance Sheets



	June 30, 2012												December 31, 2011
	NEE (Guaran- tor)			NEECH			Other ^(a)			NEE Consoli- dated			NEE (Guaran- tor)			NEECH			Other ^(a)			NEE Consoli- dated
										(millions)
PROPERTY, PLANT AND EQUIPMENT
Electric utility plant in service and other property	$	31		$	24,039		$	36,878		$	60,948		$	31		$	22,351		$	35,170		$	57,552
Less accumulated depreciation and amortization	(5		)	(4,594		)	(10,854		)	(15,453		)	(3		)	(4,143		)	(10,916		)	(15,062		)
Total property, plant and equipment - net	26			19,445			26,024			45,495			28			18,208			24,254			42,490
CURRENT ASSETS
Cash and cash equivalents	1			269			25			295			1			339			37			377
Receivables	124			1,139			745			2,008			84			1,026			692			1,802
Other	5			1,131			1,415			2,551			5			1,075			1,613			2,693
Total current assets	130			2,539			2,185			4,854			90			2,440			2,342			4,872
OTHER ASSETS
Investment in subsidiaries	15,710			—			(15,710		)	—			14,879			—			(14,879		)	—
Other	813			5,030			4,198			10,041			513			4,849			4,464			9,826
Total other assets	16,523			5,030			(11,512		)	10,041			15,392			4,849			(10,415		)	9,826
TOTAL ASSETS	$	16,679		$	27,014		$	16,697		$	60,390		$	15,510		$	25,497		$	16,181		$	57,188
CAPITALIZATION
Common shareholders' equity	$	15,788		$	4,064		$	(4,064	)	$	15,788		$	14,943		$	4,030		$	(4,030	)	$	14,943
Long-term debt	—			13,924			7,656			21,580			—			13,327			7,483			20,810
Total capitalization	15,788			17,988			3,592			37,368			14,943			17,357			3,453			35,753
CURRENT LIABILITIES
Debt due within one year	—			2,281			989			3,270			—			1,778			379			2,157
Accounts payable	1			505			628			1,134			—			512			679			1,191
Other	385			1,497			1,357			3,239			250			1,520			1,601			3,371
Total current liabilities	386			4,283			2,974			7,643			250			3,810			2,659			6,719
OTHER LIABILITIES AND DEFERRED CREDITS
Asset retirement obligations	—			484			1,175			1,659			—			466			1,145			1,611
Accumulated deferred income taxes	74			1,389			4,524			5,987			68			1,376			4,237			5,681
Other	431			2,870			4,432			7,733			249			2,488			4,687			7,424
Total other liabilities and deferred credits	505			4,743			10,131			15,379			317			4,330			10,069			14,716
COMMITMENTS AND CONTINGENCIES
TOTAL CAPITALIZATION AND LIABILITIES	$	16,679		$	27,014		$	16,697		$	60,390		$	15,510		$	25,497		$	16,181		$	57,188

————————————


(a)	Represents FPL and consolidating adjustments.

NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(unaudited)

Condensed Consolidating Statements of Cash Flows



	Six Months Ended June 30,
	2012												2011
	NEE (Guaran- tor)			NEECH			Other ^(a)			NEE Consoli- dated			NEE (Guaran- tor)			NEECH			Other ^(a)			NEE Consoli- dated
										(millions)
NET CASH PROVIDED BY OPERATING ACTIVITIES	$	403		$	667		$	858		$	1,928		$	437		$	627		$	927		$	1,991
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, independent power and other investments and nuclear fuel purchases	—			(1,767		)	(2,263		)	(4,030		)	(16		)	(1,262		)	(1,582		)	(2,860		)
Capital contribution to FPL	(240		)	—			240			—			—			—			—			—
Cash grants under the Recovery Act	—			3			—			3			—			301			185			486
Other - net	—			47			(41		)	6			16			4			(5		)	15
Net cash used in investing activities	(240		)	(1,717		)	(2,064		)	(4,021		)	—			(957		)	(1,402		)	(2,359		)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt	—			1,736			594			2,330			—			1,205			248			1,453
Retirements of long-term debt	—			(621		)	(25		)	(646		)	—			(967		)	(24		)	(991		)
Proceeds from sale of differential membership interests	—			337			—			337			—			210			—			210
Net change in short-term debt	—			(38		)	208			170			—			(393		)	553			160
Issuances of common stock	372			—			—			372			33			—			—			33
Dividends on common stock	(500		)	—			—			(500		)	(459		)	—			—			(459		)
Dividends to NEE	—			(407		)	407			—			—			—			—			—
Other - net	(35		)	(27		)	10			(52		)	(11		)	239			(281		)	(53		)
Net cash provided by (used in) financing activities	(163		)	980			1,194			2,011			(437		)	294			496			353
Net increase (decrease) in cash and cash equivalents	—			(70		)	(12		)	(82		)	—			(36		)	21			(15		)
Cash and cash equivalents at beginning of period	1			339			37			377			—			282			20			302
Cash and cash equivalents at end of period	$	1		$	269		$	25		$	295		$	—		$	246		$	41		$	287

————————————


(a)	Represents FPL and consolidating adjustments.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) appearing in the 2011 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year period.

OVERVIEW

NEE’s operating performance is driven primarily by the operations of its two principal subsidiaries, FPL, which serves approximately 4.6 million customer accounts in Florida and is one of the largest rate-regulated electric utilities in the U.S., and NEER, which together with affiliated entities is the largest generator in the U.S. of renewable energy from the wind and sun. The table below presents NEE’s net income and earnings per share by reportable segment - FPL, NEER and Corporate and Other, which is primarily comprised of interest expense, the operating results of FPL FiberNet, Lone Star and other business activities, as well as other income and expense items, including income taxes and eliminating entries ( see Note 10 for additional segment information).



	Net Income				Earnings Per Share, assuming dilution				Net Income				Earnings Per Share, assuming dilution
	Three Months Ended June 30,								Six Months Ended June 30,
	2012		2011		2012		2011		2012		2011		2012		2011
	(millions)								(millions)
FPL	$	353	$	301	$	0.85	$	0.72	$	592	$	506	$	1.42	$	1.21
NEER ^(a)	251		239		0.60		0.57		472		304		1.13		0.73
Corporate and Other	3		40		—		0.09		4		38		0.02		0.09
NEE	$	607	$	580	$	1.45	$	1.38	$	1,068	$	848	$	2.57	$	2.03

____________________


(a)	NEER’s results reflect an allocation of interest expense from NEECH based on a deemed capital structure of 70% debt and allocated shared service costs.

Adjusted Earnings

NEE prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP). However, management uses earnings excluding certain items (adjusted earnings), a non-GAAP financial measure, internally for financial planning, for analysis of performance, for reporting of results to the Board of Directors and as an input in determining whether performance goals are met for performance-based compensation under NEE’s employee incentive compensation plans. NEE also uses adjusted earnings when communicating its financial results and earnings outlook to investors. NEE ’s management believes adjusted earnings provides a more meaningful representation of the company’s fundamental earnings power. Although the excluded amounts are properly included in the determination of net income in accordance with GAAP, management believes that the amount and/or nature of such items make period to period comparisons of operations difficult and potentially confusing. Adjusted earnings do not represent a substitute for net income, as prepared in accordance with GAAP.

Adjusted earnings exclude the unrealized mark-to-market effect of non-qualifying hedges (as described below) and other than temporary impairment (OTTI) losses on securities held in NEER’s nuclear decommissioning funds, net of the reversal of previously recognized OTTI losses on securities sold and losses on securities where price recovery was deemed unlikely (collectively, OTTI reversals). OTTI losses and OTTI reversals are reported in other - net in NEE's condensed consolidated statements of income.

NEE and NEER segregate into two categories unrealized mark-to-market gains and losses on energy derivative transactions which are used to manage commodity price risk. The first category, referred to as non-qualifying hedges, represents certain transactions entered into as economic hedges but the transactions do not meet the requirements for hedge accounting or hedge accounting treatment is not elected. Changes in the fair value of those transactions are marked to market and reported in the consolidated statements of income, resulting in earnings volatility because the economic offset to the positions which are required to be marked to market (such as the physical assets from which power is generated) are not marked to market. As a consequence, NEE's net income reflects only the movement in one part of economically-linked transactions. For this reason, NEE's management views results expressed excluding the unrealized mark-to-market impact of the non-qualifying hedges as a meaningful measure of current period performance. The second category, referred to as trading activities, represents the net unrealized effect of actively traded positions entered into to take advantage of expected market price movements and all other commodity hedging activities. At FPL, substantially all changes in the fair value of energy derivative transactions are deferred as a regulatory asset or liability until the contracts are settled, and, upon settlement, any gains or losses are passed through the fuel clause or the capacity clause. See Note 2.

The following table provides details of the net unrealized after-tax gains and losses from non-qualifying hedges and after-tax OTTI losses, net of reversals.



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(millions)
Net unrealized mark-to-market after-tax gains (losses) from non-qualifying hedge activity ^(a)	$	65	$	78	$	102	$	(47	)
Income (loss) from OTTI after-tax losses on securities held in NEER's nuclear decommissioning funds, net of OTTI reversals	$	15	$	2	$	17	$	3

____________________


(a)	For the three and six months ended June 30, 2012, $63 million and $100 million, respectively, are included in NEER's net income; the balance is included in Corporate and Other. 2011 amounts are included in NEER's net income.

The change in unrealized mark-to-market activity from non-qualifying hedges is primarily attributable to changes in forward power and natural gas prices, as well as the reversal of previously recognized unrealized mark-to-market gains or losses as the underlying transactions were realized. As a general rule, a gain (loss) in the non-qualifying hedge category is offset by decreases (increases) in the fair value of related physical asset positions in the portfolio or contracts, which are not marked to market under GAAP.

RESULTS OF OPERATIONS

Summary

NEE's net income for the three months ended June 30, 2012 and 2011 was $607 million and $580 million, respectively, an increase of $27 million, and reflects the following:


•	higher results at FPL of $52 million primarily due to investments in plant in service and FPL's ability to use the surplus depreciation credit, as permitted under the terms of the stipulation and settlement regarding FPL's base rates (2010 rate agreement), to earn an 11% regulatory return on equity (ROE) in 2012, as well as higher cost recovery clause results, and


•	higher results at NEER of $12 million primarily due to the absence of an impairment charge recorded in the prior year and contributions from new investments, offset in part by a lower wind resource,

partly offset by,


•	lower results at Corporate and Other of $37 million primarily due to the absence of the state deferred income tax benefit related to state tax law changes recorded in 2011.

NEE's net income for the six months ended June 30, 2012 and 2011 was $1,068 million and $848 million, respectively, an increase of $220 million, and reflects the following:


•	higher results at FPL of $86 million primarily due to the reasons discussed above, and


•	higher results at NEER of $168 million primarily due to net unrealized mark-to-market after-tax gains from non-qualifying hedge activity for the six months ended June 30, 2012 compared to losses on such hedges for the six months ended June 30, 2011,

partly offset by,


•	lower results at Corporate and Other of $34 million primarily due to the absence of the state deferred income tax benefit recorded in 2011.

NEE's effective income tax rates for the three and six months ended June 30, 2012 were approximately 29% and 27%, respectively; NEE's effective income tax rates for the corresponding periods in 2011 were 20% and 12%. These rates reflect the effect of PTCs for wind projects at NEER and deferred income tax benefits associated with convertible ITCs under the Recovery Act. PTCs and deferred income tax benefits associated with convertible ITCs can significantly affect NEE's effective income tax rate depending on the amount of pretax income. PTCs can be significantly affected by wind generation and by the expiration of PTCs after ten years of production. PTCs for the three and six months ended June 30, 2012 were approximately $50 million and $112 million, respectively, and $84 million and $163 million for the comparable periods in 2011. Deferred income tax benefits associated with convertible ITCs for the three and six months ended June 30, 2012 were approximately $10 million and $23 million, respectively, and $1 million and $8 million for the comparable periods in 2011. NEE's effective income tax rates for the three and six months ended June 30, 2011 were also reduced by the approximately $64 million state deferred income tax benefit recorded at Corporate and Other and, for the six months ended June 30, 2011, the $26 million state ITC benefit. See Note 5.

FPL: Results of Operations

FPL’s net income for the three months ended June 30, 2012 and 2011 was $353 million and $301 million, respectively, an increase of $52 million. FPL’s net income for the six months ended June 30, 2012 and 2011 was $592 million and $506 million, respectively, an increase of $86 million. See Summary above for a discussion of the major drivers of these increases.

FPL's operating revenues consisted of the following:



	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(millions)
Retail base	$	1,086	$	1,128	$	2,021	$	1,997
Fuel cost recovery	959		1,157		1,785		2,110
Other cost recovery clauses and pass-through costs, net of any deferrals	469		454		880		832
Other, primarily pole attachment rentals, transmission and wholesale sales and customer-related fees	66		62		118		108
Total	$	2,580	$	2,801	$	4,804	$	5,047

Retail Base

As permitted by the 2010 rate agreement, for the three and six months ended June 30, 2012, FPL collected approximately $16 million and $52 million, respectively, in additional retail base revenues through the capacity clause related to the placement in service of West County Energy Center Unit No. 3 in May 2011. Additional base revenues of approximately $6 million and $11 million were collected during the three and six months ended June 30, 2012, respectively, as permitted by the FPSC's nuclear cost recovery rule, related to new nuclear capacity which was placed in service in 2011.

Retail Customer Usage and Growth

For the three months ended June 30, 2012, FPL experienced a 6.2% decrease in average usage per retail customer, reflecting weather and other factors, which decreased retail base revenues by approximately $71 million. For the six months ended June 30, 2012, FPL experienced a 2.0% decrease in average usage per retail customer, reflecting weather and other factors, which decreased retail base revenues by approximately $51 million. For both the three and six months ended June 30, 2012, FPL experienced a 0.6% increase in the average number of customer accounts, which increased retail base revenues by approximately $7 million and $12 million, respectively.

Cost Recovery Clauses

For the three months ended June 30, 2012 and 2011, cost recovery clauses contributed $38 million and $25 million, respectively, to FPL’s net income; the amounts for the six months ended June 30, 2012 and 2011 were $71 million and $49 million, respectively. The increase in cost recovery clause results was primarily due to a return related to additional nuclear capacity investments. In 2012, it is expected that cost recovery clauses will contribute higher earnings for FPL primarily as a result of additional nuclear capacity investments. Fluctuations in fuel cost recovery revenues are primarily driven by changes in fuel and energy charges which are included in fuel, purchased power and interchange expense in the condensed consolidated statements of income, as well as by changes in energy sales. Fluctuations in revenues from other cost recovery clauses and pass-through costs are primarily driven by changes in storm-related surcharges, capacity charges, franchise fee costs, the impact of changes in other operations and maintenance (O&M) and depreciation expenses on the underlying cost recovery clause, investment in solar and environmental projects, investment in nuclear capacity until such capacity goes into service and is recovered in base rates, pre-construction costs associated with the development of two additional nuclear units at the Turkey Point site and changes in energy sales. Capacity charges and franchise fee costs are included in fuel, purchased power and interchange and taxes other than income taxes and other, respectively, in the condensed consolidated statements of income.

Risk Management Fuel Procurement Program

FPL uses a risk management fuel procurement program which was approved by the FPSC. The FPSC reviews the program activities and results for prudence on an annual basis as part of its annual review of fuel costs. The program is intended to manage fuel price volatility by locking in fuel prices for a portion of FPL’s fuel requirements. The current regulatory asset for the change in fair value of derivative instruments used in the fuel procurement program was approximately $316 million and $502 million at June 30, 2012 and December 31, 2011, respectively.

The decrease in fuel cost recovery revenues for the three months ended June 30, 2012 is primarily due to a lower average fuel factor of approximately $160 million and lower energy sales of $38 million. The decrease in fuel cost recovery revenues for the six months ended June 30, 2012 is primarily due to a lower average fuel factor of approximately $284 million and lower energy sales of $41 million. The change from December 31, 2011 to June 30, 2012 in deferred clause and franchise expenses and deferred clause and franchise revenues was approximately $73 million and positively affected NEE’s and FPL’s cash flows from operating activities for the six months ended June 30, 2012.

Other Items Impacting FPL Results

Fuel, Purchased Power and Interchange

The major components of FPL's fuel, purchased power and interchange expense are as follows:



	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
	(millions)
Fuel and energy charges during the period	$	930	$	1,253		$	1,688	$	2,114
Net deferral of retail fuel costs	—		(100		)	—		(14		)
Net collection of previously deferred retail fuel costs	26		—			92		—
Other, primarily capacity charges, net of any capacity deferral	130		151			241		275
Total	$	1,086	$	1,304		$	2,021	$	2,375

The decrease in fuel and energy charges for the three months ended June 30, 2012 reflects lower fuel and energy prices of $266 million and lower energy sales of $57 million. The decrease in fuel and energy charges for the six months ended June 30, 2012 reflects lower fuel and energy prices of $394 million and lower energy sales of $32 million.

O&M Expenses

FPL's O&M expenses increased $8 million for the three months ended June 30, 2012 primarily due to higher employee-related costs and higher distribution costs primarily due to tree trimming activities. FPL's O&M expenses increased $71 million for the six months ended June 30, 2012, reflecting higher maintenance costs primarily due to the timing and extent of nuclear and fossil unit outages, higher restoration and tree trimming costs and higher employee-related costs.

Depreciation and Amortization Expense

The major components of FPL’s depreciation and amortization expense are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(millions)
Surplus depreciation credit recorded under the 2010 rate agreement	$	(165	)	$	(31	)	$	(329	)	$	(131	)
Other depreciation and amortization recovered under base rates	251			231			502			459
Depreciation and amortization recovered under cost recovery clauses and securitized storm-recovery cost amortization	39			12			70			26
Total	$	125		$	212		$	243		$	354

Under the terms of the 2010 rate agreement, FPL can vary the amount of surplus depreciation credit taken to earn up to an 11% regulatory ROE; as of June 30, 2012, approximately $256 million of surplus depreciation credit remained available for use in 2012. The increase in other depreciation and amortization expense recovered under base rates for the three and six months ended June 30, 2012 is primarily due to higher plant in service balances. The increase in depreciation and amortization recovered under cost recovery clauses and securitized storm-recovery cost amortization for the three and six months ended June 30, 2012 is primarily due to true ups of prior year recoveries under the FPSC's nuclear cost recovery rule.

Interest Expense

The increase in interest expense for the three and six months ended June 30, 2012 is primarily due to additional debt outstanding, partly offset by lower average interest rates.

FPL Rate Case

In March 2012, FPL filed a petition with the FPSC requesting, among other things, a permanent base rate increase, on an annualized basis, of approximately $517 million effective January 2013 and an additional approximately $174 million commencing when FPL's modernized Cape Canaveral power plant becomes operational, which is expected to occur in June 2013. FPL's requested increases are based on an allowed regulatory ROE of 11.50%, with a range of plus or minus 100 basis points, consisting of a base ROE of 11.25% and a 0.25% ROE performance adder conditioned on FPL maintaining the lowest typical residential customer bill among all the electric utilities in Florida based on a twelve-month average. Additionally, FPL's petition proposes the continuation of the mechanism for recovery of future storm restoration costs provided under the 2010 rate agreement. Hearings on the base rate proceeding are expected during the third quarter of 2012 and a final decision is expected in the fourth quarter of 2012. The 2010 rate agreement expires at the end of December 2012.

Major Capital Projects

In April 2012, the FPSC issued an order approving the modernization of FPL's Port Everglades power plant to a high-efficiency natural gas-fired approximately 1,280 mw unit, which is expected to be in service in 2016. In May 2012, the Florida Industrial Power

Users Group appealed the FPSC's order, which appeal will be heard by the Florida Supreme Court.

NEER: Results of Operations

NEER’s net income for the three months ended June 30, 2012 and 2011 was $251 million and $239 million, respectively, an increase of $12 million. NEER’s net income for the six months ended June 30, 2012 and 2011 was $472 million and $304 million, respectively, an increase of $168 million. The primary drivers, on an after-tax basis, of these increases were as follows:



	Increase (Decrease) From Prior Period
	Three Months Ended June 30, 2012			Six Months Ended June 30, 2012
	(millions)
New investments ^(a)	$	13		$	43
Existing assets ^(a)	(40		)	(87		)
Gas infrastructure ^(b)	5			34
Customer supply and proprietary power and gas trading businesses ^(b)	(1		)	(9		)
Impairment charges in 2011	31			31
Interest expense, differential membership costs and other	6			(5		)
Change in unrealized mark-to-market non-qualifying hedge activity ^(c)(d)	(15		)	147
Change in OTTI losses on securities held in nuclear decommissioning funds, net of OTTI reversals ^(d)	13			14
Net income increase	$	12		$	168

_______________________

(a)

Includes PTCs and state ITCs on wind projects and, for new investments, deferred income tax and other benefits associated with convertible ITCs but does not include allocation of interest expense or corporate general and administrative expenses. Results from new projects are included in new investments during the first twelve months of operation. A project's results are included in existing assets beginning with the thirteenth month of operation.


(b)	Does not include allocation of interest expense or corporate general and administrative expenses.


(c)	See Note 2 and Overview related to derivative instruments.


(d)	See table in Overview for additional detail.

New Investments

Results from new investments for the three months ended June 30, 2012 reflect the following:


•	the addition of approximately 556 mw of wind and 45 mw of solar generation during or after the three months ended June 30, 2011,

•

the absence of an after-tax benefit associated with convertible ITCs of $19 million recorded for the three months ended June 30, 2011 from the sale of membership interests where the investors elected to receive the convertible ITCs related to the underlying wind project; the pretax amount of such benefit is reflected in taxes other than income taxes and other in NEE's condensed consolidated statements of income for the three months ended June 30, 2011, and


•	higher deferred tax benefits associated with convertible ITCs of $10 million.

Results from new investments for the six months ended June 30, 2012 reflect the following:


•	the addition of approximately 556 mw of wind and 45 mw of solar generation during or after the six months ended June 30, 2011,


•	lower after-tax benefits associated with convertible ITCs of $9 million from the sale of membership interests where the investors elected to receive the convertible ITCs, as discussed above, and


•	higher deferred tax benefits associated with convertible ITCs of $15 million.

Existing Assets

For the three months ended June 30, 2012, results from NEER's existing asset portfolio decreased $40 million primarily due to:


•	lower results from wind assets of $43 million primarily due to a lower wind resource and the roll off of PTCs of $15 million on certain wind projects after ten years of production, and


•	lower results from non-wind merchant assets of $6 million primarily reflecting unfavorable market conditions and a lower hydro resource, offset in part by improved results from Seabrook primarily due to the absence of an outage in the prior year,

partly offset by,


•	higher results from contracted assets of $3 million primarily due to the absence of a planned outage in the prior year and the addition of 167 mw of capacity, completed in June 2011, at the Point Beach Nuclear Power Plant (Point Beach) which contributed $16 million, partly offset by lower results of $6 million related to the expiration of power sales agreements at certain joint venture

projects, which is reflected in equity in earnings of equity method investees in NEE's condensed consolidated statements of income.

For the six months ended June 30, 2012, results from NEER's existing asset portfolio decreased $87 million primarily due to:


•	lower results from wind assets of $71 million primarily due to the absence of approximately $33 million of state ITC benefit recorded in the prior period, the roll-off of PTCs of $28 million on certain wind projects after ten years of production and the balance primarily associated with a lower wind resource,


•	lower results from non-wind merchant assets of $16 million primarily associated with reduced capacity at Seabrook, lower priced hedges, lower gains on decommissioning funds, and a lower hydro resource offset in part by the absence of an extended refueling outage in 2011 at Seabrook, and

•

essentially flat results from contracted assets with increased results at Point Beach of $22 million due to the absence of a planned outage in the prior year and the addition of 167 mw of capacity, substantially offset by $17 million of lower results from certain joint venture projects primarily due to the expiration of power sales agreements, which is reflected in equity in earnings of equity method investees in NEE's condensed consolidated statements of income.

Seabrook is expected to run at reduced capacity until its next refueling outage scheduled in the fall of 2012, when repairs will be made which are expected to return the unit to its full capacity.

Gas Infrastructure

The increase in gas infrastructure results for the six months ended June 30, 2012 is primarily due to exiting the hedged positions on a number of future gas drilling opportunities in the first quarter of 2012 and, for both the three and six months ended June 30, 2012, income from additional natural gas wells.

Customer Supply and Proprietary Power and Gas Trading

Results from the customer supply and proprietary power and gas trading businesses decreased for the six months ended June 30, 2012 primarily due to lower power and gas trading results and a decline in full requirement results reflecting warmer weather in the Northeast during the first quarter of 2012.

Impairment Charges in 2011

Impairment charges taken in the prior year relate to the write down to fair value of certain wind and oil-fired generation assets deemed to be unrecoverable, resulting in an impairment charge of $51 million which is recorded as a separate line item in NEE's condensed consolidated statements of income for the three and six months ended June 30, 2011. The after-tax amount of the impairment charge reduced NEER's results for the three and six months ended June 30, 2011 by $31 million. See Note 3 - Nonrecurring Fair Value Measurements.

Interest Expense, Differential Membership Costs and Other

For the three months ended June 30, 2012, interest expense, differential membership costs and other reflects a gain related to an investment previously accounted for under the equity method in which NEER obtained a controlling interest. The change in this caption for the six-month period reflects higher costs primarily due to growth of the business, partly offset by the aforementioned gain.

Other Factors

In addition to the primary drivers of the changes in net income discussed above, the discussion below describes changes in certain line items set forth in NEE's condensed consolidated statements of income as they relate to NEER.

Operating Revenues

Operating revenues for the three months ended June 30, 2012 decreased $75 million primarily due to:


•	the absence of revenues of approximately $75 million associated with five natural gas-fired generating plants sold in the fourth quarter of 2011, and


•	unfavorable market conditions in the Electric Reliability Council of Texas (ERCOT) and New England Power Pool (NEPOOL) regions and lower revenues at NextEra Energy Power Marketing, LLC (PMI) and the existing wind projects (collectively, $96 million),

partly offset by,


•	higher revenues of $50 million at Point Beach primarily due to the absence of a planned outage in the prior year and the addition of 167 mw of capacity, and


•	higher revenues of $48 million from new investments.

Operating revenues for the six months ended June 30, 2012 increased $182 million primarily due to:


•	unrealized mark-to-market gains of $223 million from non-qualifying hedges compared to $18 million of such gains in 2011,


•	higher revenues from new investments of approximately $79 million, and


•	higher revenues of $78 million at Point Beach primarily due to the absence of a planned outage in the prior year and the addition of 167 mw of capacity,

partly offset by,


•	the absence of revenues of $160 million associated with five natural gas-fired generating plants sold in the fourth quarter of 2011, and


•	unfavorable market conditions in the ERCOT and NEPOOL regions and lower revenues at PMI and the existing wind projects (collectively, $63 million).

Operating Expenses

Operating expenses for the three months ended June 30, 2012 decreased $100 million primarily due to:


•	the absence of the $51 million impairment charge recorded in 2011, and


•	the absence of operating expenses associated with five natural gas-fired generating plants sold in the fourth quarter of 2011.

Operating expenses for the six months ended June 30, 2012 decreased $185 million primarily due to:


•	the absence of the $51 million impairment charge recorded in 2011,


•	$61 million of unrealized mark-to-market losses from non-qualifying hedges compared to $96 million of such losses in 2011, and


•	the absence of operating expenses associated with five natural gas-fired generating plants sold in the fourth quarter of 2011.

Interest Expense

NEER's interest expense for the three and six months ended June 30, 2012 decreased $9 million and $17 million, respectively, primarily due to lower average interest rates.

Gains on Disposal of Assets - net

Gains on disposal of assets - net in NEE’s condensed consolidated statements of income for the three and six months ended June 30, 2012 and 2011 primarily reflect gains on sales of securities held in NEER’s nuclear decommissioning funds.

Tax Credits and Benefits

PTCs from NEER’s wind projects are reflected in NEER’s earnings. PTCs are recognized as wind energy is generated and sold based on a per kwh rate prescribed in applicable federal and state statutes. Also see Summary above and Note 5 for a discussion of PTCs and deferred income tax benefits associated with convertible ITCs.

Wind and Solar Construction

NEER plans to add approximately 1,300 mw of new U.S. wind generation in 2012, including 177 mw added in the first quarter of 2012, and approximately 600 mw of new wind generation in Canada between 2012 through 2015. NEER plans to add approximately 900 mw of new solar generation during the period 2012 through 2016, including 40 mw acquired in the first quarter of 2012.

In its development and operation of U.S. wind generation facilities, NEER depends heavily on the federal PTC, which currently provides an income tax credit for the production of electricity from utility-scale wind turbines for the first ten years of commercial operation. This incentive was created under the Energy Policy Act of 1992 and is set to expire such that it will not apply to new wind projects that first achieve commercial operation after December 31, 2012. Wind and solar project developers also can choose to receive a 30% ITC, which would be in place of the PTC in the case of wind projects. To be eligible, commercial operation needs to occur before 2013 in the case of wind and before 2017 in the case of solar. For projects placed in service before 2013 in the case of wind or before 2017 in the case of solar, in each case at which construction began before the end of 2011, developers can elect to receive an equivalent cash payment from the U.S. Department of Treasury for the value of the 30% ITC. Any failure to renew the PTC legislation or adopt other legislation conducive to the economic development of wind and solar generation facilities in the U.S. could impede NEER's ability to economically develop wind and solar energy projects in the U.S. and could have a material adverse effect on NEE's business, financial condition, results of operations and prospects. Any renewal or new conducive legislative actions are currently uncertain.

In addition, Spain is considering the imposition of new taxes or other assessments on energy generation, including energy to be generated by the 99.8 mw of solar thermal facilities that NEER is constructing in Spain. The imposition of new taxes or other assessments on the projects could result in, among other things, a loss of NEER's investments in the projects or reduced project returns. Actions by the Spanish government, depending on size, also could relieve the project lenders from their current funding obligations, requiring NEER either to increase its equity commitment to the project or to abandon the project, which could obligate NEE to repay all outstanding project borrowings. Any of the foregoing could have a material effect on NEE's business, financial condition, results of operations and prospects.

Corporate and Other: Results of Operations

Corporate and Other is primarily comprised of interest expense, the operating results of FPL FiberNet, Lone Star and other business activities, as well as corporate interest income and expenses. Corporate and Other allocates non-utility interest expense and shared service costs to NEER. Interest expense is allocated based on a deemed capital structure of 70% debt and, for purposes of allocating non-utility interest expense, the deferred credit associated with differential membership interests sold by NEER’s subsidiaries is included with debt. Each subsidiary’s income taxes are calculated based on the “separate return method,” except that tax benefits that could not be used on a separate return basis, but are used on the consolidated tax return, are recorded by the subsidiary that generated the tax benefits. Any remaining consolidated income tax benefits or expenses are recorded at Corporate and Other. The major components of Corporate and Other's results, on an after-tax basis, are as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(millions)
Interest expense, net of allocations to NEER	$	(23	)	$	(16	)	$	(44	)	$	(32	)
Interest income	8			6			16			15
Federal and state income tax benefits	9			44			15			41
Other	9			6			17			14
Net income	$	3		$	40		$	4		$	38

The increase in interest expense, net of allocations to NEER, for the three- and six-month periods reflects a lower allocation of interest costs to NEER, as NEER has obtained additional project-specific financing, and higher debt outstanding, partly offset by lower average interest rates . The federal and state income tax benefits reflect consolidating income tax adjustments and for the three and six months ended June 30, 2011 primarily reflect the state deferred income tax benefit of approximately $64 million, net of federal income taxes, related to state tax law changes in 2011. Other includes all other corporate income and expenses, as well as other business activities.

Lone Star Rate Case

In May 2012, Lone Star reached an agreement with the majority of the intervenors in its rate case regarding the structure and timing of rates that will become effective when certain assets are placed in service, and as a result, amended its rate case filing. Lone Star does not expect any significant financial impacts on the project as a result of the agreement. A final decision by the Public Utility Commission of Texas on the rate proceeding, as amended, is expected by the fourth quarter of 2012.

LIQUIDITY AND CAPITAL RESOURCES

NEE and its subsidiaries, including FPL, require funds to support and grow their businesses. These funds are used for, among other things, working capital, capital expenditures, investments in or acquisitions of assets and businesses, payment of maturing debt obligations and, from time to time, redemption or repurchase of outstanding debt or equity securities. It is anticipated that these requirements will be satisfied through a combination of cash flow from operations, short- and long-term borrowings, and the issuance, from time to time, of short- and long-term debt and equity securities, consistent with NEE’s and FPL’s objective of maintaining, on a long-term basis, a capital structure that will support a strong investment grade credit rating. NEE, FPL and NEECH rely on access to credit and capital markets as significant sources of liquidity for capital requirements and other operations that are not satisfied by operating cash flows. The inability of NEE, FPL and NEECH to maintain their current credit ratings could affect their ability to raise short- and long-term capital, their cost of capital and the execution of their respective financing strategies, and could require the posting of additional collateral under certain agreements.

Cash Flows

Sources and uses of NEE's and FPL's cash for the six months ended June 30, 2012 and 2011 were as follows:



	NEE						FPL
	Six Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(millions)
Sources of cash:
Cash flows from operating activities	$	1,928		$	1,991		$	1,267		$	1,036
Long-term borrowings and change in loan proceeds restricted for construction	2,425			1,453			594			248
Proceeds from the sale of differential membership interests	337			210			—			—
Capital contribution from NEE	—			—			240			—
Cash grants under the Recovery Act	3			486			—			185
Issuances of common stock - net	372			33			—			—
Net increase in short-term debt	170			160			208			554
Other sources - net	15			85			28			37
Total sources of cash	5,250			4,418			2,337			2,060
Uses of cash:
Capital expenditures and independent power and other investments and nuclear fuel purchases	(4,030		)	(2,860		)	(2,263		)	(1,582		)
Retirements of long-term debt	(646		)	(991		)	(25		)	(24		)
Dividends	(500		)	(459		)	—			(400		)
Repurchases of common stock	(19		)	—			—			—
Other uses - net	(137		)	(123		)	(59		)	(33		)
Total uses of cash	(5,332		)	(4,433		)	(2,347		)	(2,039		)
Net increase (decrease) in cash and cash equivalents	$	(82	)	$	(15	)	$	(10	)	$	21

NEE's primary capital requirements are for expanding and enhancing FPL's electric system and generating facilities to continue to provide reliable service to meet customer electricity demands and for funding NEER's investments in independent power and other projects. The following table provides a summary of the major capital investments for the six months ended June 30, 2012 and 2011 .



	Six Months Ended June 30,
	2012		2011
	(millions)
FPL:
Generation:
New	$	1,264	$	594
Existing	331		387
Transmission and distribution	466		357
Nuclear fuel	117		111
General and other	35		134
Other, primarily the exclusion of the equity component of AFUDC and change in accrued property additions	50		(1		)
Total	2,263		1,582
NEER:
Wind	446		376
Solar	630		218
Nuclear, including nuclear fuel	156		324
Other	264		204
Total	1,496		1,122
Corporate and Other	271		156
Total capital expenditures and independent power and other investments and nuclear fuel purchases	$	4,030	$	2,860

In July 2012, an indirect wholly-owned subsidiary of NEER borrowed approximately $99 million under a limited-recourse variable rate term loan, maturing in December 2015. Interest on the loan will be based on the three-month London InterBank Offered Rate (LIBOR) plus a specified margin, payable quarterly, and the principal will be partially amortizing on a quarterly basis. Upon funding of the loan, the NEER subsidiary also entered into two interest rate swaps to hedge against interest rate movements with respect to interest payments on the loan. The proceeds of the loan were used to reimburse NEER, in part, for its capital contributions related to the development and construction of wind generation facilities with a generating capacity totaling approximately 206 mw located in California. The loan is secured by liens against the NEER subsidiary's ownership interest in the entities that own the facilities, which are wholly-owned subsidiaries of the NEER subsidiary. The loan agreement contains default and related acceleration provisions relating to the failure to make required payments or to observe other covenants in the loan agreement and related documents, actions by the borrower or by other parties under specified agreements relating to the generating facilities or the loan agreement, the termination of certain of such specified agreements and certain bankruptcy-related events.

Liquidity

At June 30, 2012, NEE's total net available liquidity was approximately $5.2 billion, of which FPL's portion was approximately $2.7 billion. The table below provides the components of FPL's and NEECH's net available liquidity at June 30, 2012:



										Maturity Date
	FPL			NEECH			Total			FPL	NEECH
				(millions)
Bank revolving line of credit facilities ^(a)	$	3,014		$	4,569		$	7,583		^(b)	^(b)
Less letters of credit	(8		)	(1,532		)	(1,540		)
	3,006			3,037			6,043

Revolving credit facility	235			—			235			2014
Less borrowings	—			—			—
	235			—			235

Subtotal	3,241			3,037			6,278

Cash and cash equivalents	26			269			295
Less commercial paper	(538		)	(789		)	(1,327		)
Net available liquidity	$	2,729		$	2,517		$	5,246

_______________________

(a)

Provide for the funding of loans up to $7,583 million ($3,014 million for FPL) and the issuance of letters of credit up to $4,083 million ($1,564 million for FPL). The entire amount of the credit facilities is available for general corporate purposes, including to provide back-up liquidity for FPL’s and NEECH’s commercial paper programs and other short-term borrowings and to provide additional liquidity in the event of a loss to the companies’ or their subsidiaries’ operating facilities (including, in the case of FPL, a transmission and distribution property loss). FPL’s bank revolving line of credit facilities are also available to support the purchase of $633 million of pollution control, solid waste disposal and industrial development revenue bonds in the event they are tendered by individual bond holders and not remarketed prior to maturity.


(b)	Approximately $1,114 million of FPL's and $1,469 million of NEECH's bank revolving line of credit facilities expire in 2013. The remaining portion of bank revolving line of credit facilities for FPL and NEECH expires in 2017.

Additionally, at June 30, 2012, certain subsidiaries of NEE had credit or loan facilities with available liquidity as follows:



	Original Amount	Amount Remaining Available at June 30, 2012	Rate	Maturity Date	Related Project Use
	(millions)
NEECH and NEER:
Canadian bank revolving credit agreements ^(a)	C$300	$87	Variable	2013	Canadian renewable generating assets
Revolving loan agreement ^(a)	€170	$120	Variable	2014	Construction of Spain solar project
NEER:
Senior secured limited-recourse loan agreement ^(b)(c)	€589	$319	Variable	2030	Construction of Spain solar project
Term loan facility ^(b)(c)	$150	$150	Variable	2019	Construction of Genesis solar project
Lone Star:
Senior secured limited-recourse loan agreement ^(b)(d)	$387	$164	Variable	2016	Construction of Lone Star transmission line and substations

______________________


(a)	Includes as a precondition to borrowing or issuing letters of credit as well as default and related acceleration provisions that require NEE's ratio of funded debt to total capitalization to not exceed a stated ratio. Payment obligations are guaranteed by NEE pursuant to the 1998 guarantee agreement with NEECH.


(b)	Includes default and related acceleration provisions for, among other things, failure to comply with certain covenants, including requirements that construction of the project must be completed by a certain date.

(c)

Borrowings are preconditioned on equity being contributed by the project's parent, and are drawn on a pro-rata basis with those equity contributions. The total equity funding commitment and, until certain conditions or obligations related to the project are met, certain obligations, including all or a portion of the debt payment obligations, are guaranteed by NEECH, which guarantee obligations are in turn guaranteed by NEE. The related NEECH guarantee contains default and acceleration provisions relating to, among other things, NEE's ratio of funded debt to total capitalization exceeding a specified ratio.

(d)

Borrowings are preconditioned on equity being contributed by Lone Star's parent, and are drawn on a pro-rata basis with those equity contributions. The total equity funding commitment has been guaranteed by NEECH, which guarantee obligations are in turn guaranteed by NEE. The related NEECH guarantee contains default provisions and related provisions for acceleration of the unfunded equity commitment relating to, among other things, NEE's ratio of funded debt to total capitalization exceeding a specified ratio.

Dodd-Frank Act

NEE and FPL are monitoring the development of rules related to the Dodd-Frank Act and are implementing those rules that affect their businesses. A number of rules have already been finalized and have become or will become effective over the next 2 to 12 months. In July 2012, the CFTC voted to finalize a rule related to the definition of a swap. This rule is expected to become effective by the end of September 2012, resulting in formal effective dates for a number of other rules that are dependent on the definition of a swap over the next 12 months, including position limits and the reporting and recordkeeping obligations applicable to derivative end users like NEE and FPL. The implementation of these rules is not expected to have a material effect on NEE and FPL. The rules related to collateral requirements have not been finalized. If those rules, when finalized, require NEE and FPL to post significant amounts of cash collateral with respect to swap transactions, NEE's and FPL's liquidity could be materially affected.

NEE and FPL cannot predict the impact that these new rules will have on their ability to hedge their commodity and interest rate risks or on the OTC derivatives market as a whole, but management believes that they could potentially have a material effect on NEE's and FPL's risk exposure and financial results.

Capital Support

Letters of Credit, Surety Bonds and Guarantees

NEE and FPL obtain letters of credit and surety bonds and issue guarantees to facilitate commercial transactions with third parties and financings. Letters of credit, surety bonds and guarantees support, among other things, the buying and selling of wholesale energy commodities, debt and related reserves, nuclear activities, capital expenditures for NEER's wind and solar development and other contractual agreements.

In addition, as part of contract negotiations in the normal course of business, NEE and FPL may agree to make payments to compensate or indemnify other parties for possible future unfavorable financial consequences resulting from specified events. The specified events may include, but are not limited to, an adverse judgment in a lawsuit, the imposition of additional taxes due to a change in tax law or interpretations of the tax law or the non-receipt of renewable tax credits or proceeds from cash grants under the Recovery Act. NEE and FPL are unable to develop an estimate of the maximum potential amount of future payments under some of these contracts because events that would obligate them have not yet occurred or, if any such event has occurred, they have not been notified of its occurrence.

In addition, NEE has guaranteed certain payment obligations of NEECH, including most of its debt and all of its debentures and commercial paper issuances, as well as most of its payment guarantees and indemnifications, and NEECH has guaranteed certain

debt and other obligations of NEER and its subsidiaries.

At June 30, 2012, NEE had approximately $1.6 billion of standby letters of credit ($8 million for FPL), approximately $157 million of surety bonds ($55 million for FPL) and approximately $13.9 billion notional amount of guarantees and indemnifications ($24 million for FPL), of which approximately $9 billion ($12 million for FPL) letters of credit, guarantees and indemnifications have expiration dates within the next five years. An aggregate of approximately $1.5 billion ($8 million for FPL) of the standby letters of credit at June 30, 2012 were issued under FPL’s and NEECH’s credit facilities.

Each of NEE and FPL believe it is unlikely that it would incur any liabilities associated with these letters of credit, surety bonds, guarantees and indemnifications. Accordingly, at June 30, 2012, NEE and FPL did not have any liabilities recorded for these letters of credit, surety bonds, guarantees and indemnifications.

Shelf Registration

In August 2009, NE E, NEECH, FPL and certain affiliated trusts filed a shelf registration statement with the SEC for an unspecified amount of securities which became effective upon filing. The amount of securities issuable by the companies is established from time to time by their respective boards of directors. As of July 26, 2012, securities that may be issued under the registration statement include, depending on the registrant, senior debt securities, subordinated debt securities, junior subordinated debentures, first mortgage bonds, preferred trust securities, common stock, preferred stock, stock purchase contracts, stock purchase units, warrants and guarantees related to certain of those securities. As of July 26, 2012, NEE and NEECH had approximately $325 million (issuable by either or both of them up to such aggregate amount) of board-authorized available capacity, and FPL had $150 million of board-authorized available capacity.

Energy Marketing and Trading and Market Risk Sensitivity

NEE and FPL are exposed to risks associated with adverse changes in commodity prices, interest rates, equity prices and currency exchange rates. Financial instruments and positions affecting the financial statements of NEE and FPL described below are held primarily for purposes other than trading. Market risk is measured as the potential loss in fair value resulting from hypothetical reasonably possible changes in commodity prices, interest rates, equity prices or currency exchange rates over the next year. Management has established risk management policies to monitor and manage such market risks, as well as credit risks.

Commodity Price Risk

NEE and FPL use derivative instruments (primarily swaps, options, futures and forwards) to manage the commodity price risk inherent in the purchase and sale of fuel and electricity. In addition, NEE, through NEER, uses derivatives to optimize the value of power generation assets and engages in power and gas marketing and trading activities to take advantage of expected future favorable price movements. See Note 2.

The changes in the fair value of NEE's consolidated subsidiaries' energy contract derivative instruments for the three and six months ended June 30, 2012 were as follows:



				Hedges on Owned Assets
	Trading			Non- Qualifying			OCI			FPL Cost Recovery Clauses			NEE Total
	(millions)
Three months ended June 30, 2012
Fair value of contracts outstanding at March 31, 2012	$	75		$	796		$	7		$	(597	)	$	281
Reclassification to realized at settlement of contracts	(1		)	(39		)	(3		)	219			176
Changes in fair value excluding reclassification to realized	39			142			—			76			257
Fair value of contracts outstanding at June 30, 2012	113			899			4			(302		)	714
Net margin cash collateral paid (received)													(147		)
Total mark-to-market energy contract net assets (liabilities) at June 30, 2012	$	113		$	899		$	4		$	(302	)	$	567



				Hedges on Owned Assets
	Trading			Non- Qualifying			OCI			FPL Cost Recovery Clauses			NEE Total
	(millions)
Six months ended June 30, 2012
Fair value of contracts outstanding at December 31, 2011	$	15		$	720		$	8		$	(501	)	$	242
Reclassification to realized at settlement of contracts	25			(90		)	(4		)	375			306
Inception value of new contracts	—			2			—			—			2
Net option premium purchases (issuances)	(22		)	1			—			—			(21		)
Changes in fair value excluding reclassification to realized	95			266			—			(176		)	185
Fair value of contracts outstanding at June 30, 2012	113			899			4			(302		)	714
Net margin cash collateral paid (received)													(147		)
Total mark-to-market energy contract net assets (liabilities) at June 30, 2012	$	113		$	899		$	4		$	(302	)	$	567

NEE's total mark-to-market energy contract net assets (liabilities) at June 30, 2012 shown above are included on the condensed consolidated balance sheets as follows:



	June 30, 2012
	(millions)
Current derivative assets	$	605
Noncurrent derivative assets	1,111
Current derivative liabilities	(812		)
Noncurrent derivative liabilities	(337		)
NEE's total mark-to-market energy contract net assets	$	567

The sources of fair value estimates and maturity of energy contract derivative instruments at June 30, 2012 were as follows:



	Maturity
	2012			2013			2014			2015			2016		Thereafter		Total
	(millions)
Trading:
Quoted prices in active markets for identical assets	$	(2	)	$	(76	)	$	6		$	—		$	—	$	—	$	(72	)
Significant other observable inputs	(71		)	13			(3		)	16			24		24		3
Significant unobservable inputs	47			56			26			21			15		17		182
Total	(26		)	(7		)	29			37			39		41		113
Owned Assets - Non-Qualifying:
Quoted prices in active markets for identical assets	(5		)	(3		)	(1		)	(9		)	—		—		(18		)
Significant other observable inputs	104			112			103			105			93		14		531
Significant unobservable inputs	(65		)	14			44			49			48		296		386
Total	34			123			146			145			141		310		899
Owned Assets - OCI:
Quoted prices in active markets for identical assets	8			—			—			—			—		—		8
Significant other observable inputs	(4		)	—			—			—			—		—		(4		)
Significant unobservable inputs	—			—			—			—			—		—		—
Total	4			—			—			—			—		—		4
Owned Assets - FPL Cost Recovery Clauses:
Quoted prices in active markets for identical assets	—			—			—			—			—		—		—
Significant other observable inputs	(314		)	5			—			—			—		—		(309		)
Significant unobservable inputs	3			2			2			—			—		—		7
Total	(311		)	7			2			—			—		—		(302		)
Total sources of fair value	$	(299	)	$	123		$	177		$	182		$	180	$	351	$	714

The changes in the fair value of NEE's consolidated subsidiaries' energy contract derivative instruments for the three months ended June 30, 2011 were as follows:



				Hedges on Owned Assets
	Trading			Non- Qualifying			OCI			FPL Cost Recovery Clauses			NEE Total
	(millions)
Three months ended June 30, 2011
Fair value of contracts outstanding at March 31, 2011	$	(12	)	$	222		$	44		$	(146	)	$	108
Reclassification to realized at settlement of contracts	(14		)	(27		)	(14		)	74			19
Net option premium purchases (issuances)	15			—			—			—			15
Changes in fair value excluding reclassification to realized	20			157			—			(68		)	109
Fair value of contracts outstanding at June 30, 2011	9			352			30			(140		)	251
Net margin cash collateral paid (received)													12
Total mark-to-market energy contract net assets (liabilities) at June 30, 2011	$	9		$	352		$	30		$	(140	)	$	263



				Hedges on Owned Assets
	Trading			Non- Qualifying			OCI			FPL Cost Recovery Clauses			NEE Total
	(millions)
Six months ended June 30, 2011
Fair value of contracts outstanding at December 31, 2010	$	25		$	422		$	49		$	(236	)	$	260
Reclassification to realized at settlement of contracts	2			(58		)	(19		)	164			89
Net option premium purchases (issuances)	(31		)	—			—			—			(31		)
Changes in fair value excluding reclassification to realized	13			(12		)	—			(68		)	(67		)
Fair value of contracts outstanding at June 30, 2011	9			352			30			(140		)	251
Net margin cash collateral paid (received)													12
Total mark-to-market energy contract net assets (liabilities) at June 30, 2011	$	9		$	352		$	30		$	(140	)	$	263

With respect to commodities, NEE’s EMC, which is compri sed of certain members of senior management, and NEE's chief executive officer are responsible for the overall approval of market risk management policies and the delegation of approval and authorization levels. The EMC and NEE's chief executive officer receive periodic updates on market positions and related exposures, credit exposures and overall risk management activities.

NEE uses a value-at-risk (VaR) model to measure commodity price market risk in its trading and mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of June 30, 2012 and December 31, 2011, the VaR figures are as follows:



	Trading						Non-Qualifying Hedges and Hedges in OCI and FPL Cost Recovery Clauses ^(a)						Total
	FPL		NEER		NEE		FPL		NEER		NEE		FPL		NEER		NEE
									(millions)
December 31, 2011	$	—	$	2	$	2	$	38	$	50	$	25	$	38	$	50	$	26
June 30, 2012	$	—	$	2	$	2	$	40	$	70	$	80	$	40	$	67	$	79
Average for the six months ended June 30, 2012	$	—	$	2	$	2	$	44	$	60	$	46	$	44	$	59	$	46

______________________


(a)	Non-qualifying hedges are employed to reduce the market risk exposure to physical assets or contracts which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI and FPL cost recovery clauses category do not represent the economic exposure to commodity price movements.

Interest Rate Risk

NEE and FPL are exposed to risk resulting from changes in interest rates as a result of their respective issuances of debt, investments in special use funds and other investments. NEE and FPL manage their respective interest rate exposure by monitoring current interest rates, entering into interest rate swaps and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.

The following are estimates of the fair value of NEE's and FPL's financial instruments:



	June 30, 2012							December 31, 2011
	Carrying Amount			Estimated Fair Value				Carrying Amount			Estimated Fair Value
	(millions)
NEE:
Fixed income securities:
Special use funds	$	1,990		$	1,990		^(a)	$	1,897		$	1,897		^(a)
Other investments:
Notes receivable	$	500		$	629		^(b)	$	503		$	535		^(b)
Debt securities	$	109		$	109		^(a)	$	89		$	89		^(a)
Long-term debt, including current maturities	$	23,330		$	25,332		^(c)	$	21,614		$	23,699		^(c)
Interest rate swaps - net unrealized losses	$	(281	)	$	(281	)	^(d)	$	(283	)	$	(283	)	^(d)
FPL:
Fixed income securities - special use funds	$	1,568		$	1,568		^(a)	$	1,499		$	1,499		^(a)
Long-term debt, including current maturities	$	8,107		$	9,553		^(c)	$	7,533		$	9,078		^(c)

————————————


(a)	Estimated using quoted market prices for these or similar issues.


(b)	Estimated using a discounted cash flow valuation technique based on certain observable yield curves and indices considering the credit profile of the borrower.


(c)	Estimated using either quoted market prices for the same or similar issues or discounted cash flow valuation technique, considering the current credit spread of the debtor.


(d)	Modeled internally using discounted cash flow valuation technique and applying a credit valuation adjustment.

The special use funds of NEE and FPL consist of restricted funds set aside to cover the cost of storm damage for FPL and for the decommissioning of NEE's and FPL's nuclear power plants. A portion of these funds is invested in fixed income debt securities primarily carried at estimated fair value. At FPL, changes in fair value, including any OTTI losses, result in a corresponding adjustment to the related liability accounts based on current regulatory treatment. The changes in fair value of NEE's non-rate regulated operations result in a corresponding adjustment to OCI, except for impairments deemed to be other than temporary, including any credit losses, which are reported in current period earnings. Because the funds set aside by FPL for storm damage could be needed at any time, the related investments are generally more liquid and, therefore, are less sensitive to changes in interest rates. The nuclear decommissioning funds, in contrast, are generally invested in longer-term securities, as decommissioning activities are not scheduled to begin until at least 2030 (2032 at FPL).

At June 30, 2012 , the estimated fair value of NEE's interest rate swaps was as follows:



Notional Amount	Effective Date	Maturity Date	Rate Paid	Rate Received	Estimated Fair Value
(millions)					(millions)
Fair value hedges - NEECH:
$250	May 2010	November 2013	Variable ^(a)	2.55%	$	5
$400	August 2010	September 2015	Variable ^(b)	2.60%	14
$250	August 2011	June 2013	Variable ^(c)	5.35%	—
$500	August 2011	December 2015	Variable ^(d)	7.875%	6
$500	August 2011	March 2019	Variable ^(e)	6.00%	20
$400	August 2011	June 2021	Variable ^(f)	4.50%	23
Total fair value hedges					68
Cash flow hedges:
NEER:
$28	December 2003	December 2017	4.245%	Variable ^(g)	(3		)
$9	April 2004	December 2017	3.845%	Variable ^(g)	(1		)
$115	December 2005	November 2019	4.905%	Variable ^(g)	(13		)
$313	January 2007	January 2022	5.390%	Variable ^(h)	(35		)
$275	January 2009	December 2016	2.680%	Variable ^(g)	(18		)
$124	January 2009 ⁽ⁱ⁾	December 2023	3.725%	Variable ^(g)	(4		)
$76	January 2009	December 2023	2.578%	Variable ^(j)	(3		)
$17	March 2009	December 2016	2.655%	Variable ^(g)	(1		)
$7	March 2009 ⁽ⁱ⁾	December 2023	3.960%	Variable ^(g)	—
$266	May 2009	May 2017	3.015%	Variable ^(g)	(21		)
$106	May 2009 ⁽ⁱ⁾	May 2024	4.663%	Variable ^(g)	(5		)
$232	April 2010	January 2027	4.040%	Variable ^(h)	(37		)
$268	October 2010	September 2028	2.822%	Variable ^(g)	(23		)
$301	April 2011	December 2013	2.733%	Variable ^(k)	(18		)
$746	April 2011 ⁽ⁱ⁾	June 2018	4.042%	Variable ^(l)	(67		)
$617	April 2011 ⁽ⁱ⁾	December 2030	4.694%	Variable ^(l)	(57		)
$63	August 2011	January 2016	(m)	Variable ^(g)	(1		)
$210	December 2011	December 2029	2.275%	Variable ^(g)	(9		)
NEECH:
$250	October 2010 ⁽ⁱ⁾	June 2023	3.479%	Variable ^(g)	(33		)
Total cash flow hedges					(349		)
Total interest rate swaps					$	(281	)

————————————


(a)	Three-month LIBOR plus 0.4726%.


(b)	Three-month LIBOR plus 0.7980%.


(c)	Three-month LIBOR plus 4.8275%.


(d)	Three-month LIBOR plus 6.675%.


(e)	Three-month LIBOR plus 3.945%.


(f)	Three-month LIBOR plus 2.05%.


(g)	Three-month LIBOR.


(h)	Six-month LIBOR.


(i)	Exchange of payments does not begin until December 2016, December 2016, May 2017, December 2013, June 2018 and June 2013, respectively.


(j)	Three-month Banker's Acceptance Rate.


(k)	One-month Euro Interbank Offered Rate (Euribor).


(l)	Six-month Euribor.


(m)	Rate varies over time from 0.4914% to 3.0048%.

Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the net fair value of NEE's net liabilities would increase by approximately $1,173 million ($596 million for FPL) at June 30, 2012 .

Equity Price Risk

NEE and FPL are exposed to risk resulting from changes in prices for equity securities. For example, NEE’s nuclear decommissioning reserve funds include marketable equity securities primarily carried at their market value of approximately $2,081 million and $1,970 million ($1,299 million and $1,238 million for FPL) at June 30, 2012 and December 31, 2011 , respectively. At June 30, 2012 , a hypothetical 10% decrease in the prices quoted by stock exchanges, which is a reasonable near-term market change, would result in a $196 million ($124 million for FPL) reduction in fair value. For FPL, a corresponding adjustment would be made to the related liability accounts based on current regulatory treatment, and for NEE’s non-rate regulated operations, a corresponding adjustment would be made to OCI to the extent the market value of the securities exceeded amortized cost and to OTTI loss to the extent the market value is below amortized cost.

Currency Exchange Rate Risk

At June 30, 2012 , with respect to certain debt issuances and borrowings, NEECH has two cross currency swaps to hedge against currency movements with respect to both interest and principal payments. At June 30, 2012 and December 31, 2011 , the fair value of cross currency swaps was approximately $(11) million and $18 million, respectively.

Credit Risk

NEE and its subsidiaries are also exposed to credit risk through their energy marketing and trading operations. Credit risk is the risk that a financial loss will be incurred if a counterparty to a transaction does not fulfill its financial obligation. NEE manages counterparty credit risk for its subsidiaries with energy marketing and trading operations through established policies, including counterparty credit limits, and in some cases credit enhancements, such as cash prepayments, letters of credit, cash and other collateral and guarantees.

Credit risk is also managed through the use of master netting agreements. NEE’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis. For all derivative and contractual transactions, NEE’s energy marketing and trading operations, which includes FPL’s energy marketing and trading division, are exposed to losses in the event of nonperformance by counterparties to these transactions. Some relevant considerations when assessing NEE’s energy marketing and trading operations’ credit risk exposure include the following:


•	Operations are primarily concentrated in the energy industry.


•	Trade receivables and other financial instruments are predominately with energy, utility and financial services related companies, as well as municipalities, cooperatives and other trading companies in the U.S.


•	Overall credit risk is managed through established credit policies and is overseen by the EMC.


•	Prospective and existing customers are reviewed for creditworthiness based upon established standards, with customers not meeting minimum standards providing various credit enhancements or secured payment terms, such as letters of credit or the posting of margin cash collateral.


•	Master netting agreements are used to offset cash and non-cash gains and losses arising from derivative instruments with the same counterparty. NEE’s policy is to have master netting agreements in place with significant counterparties.

Based on NEE’s policies and risk exposures related to credit, NEE and FPL do not anticipate a material adverse effect on their financial statements as a result of counterparty nonperformance. As of June 30, 2012, approximately 96% of NEE’s and 100% of FPL’s energy marketing and trading counterparty credit risk exposure is associated with companies that have investment grade credit ratings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Energy Marketing and Trading and Market Risk Sensitivity.

Item 4. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures

As of June 30, 2012 , each of NEE and FPL had performed an evaluation, under the supervision and with the participation of its management, including NEE's and FPL's chief executive officer and chief financial officer, of the effectiveness of the design and operation of each company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the chief executive officer and chief financial officer of each of NEE and FPL concluded that the company's disclosure controls and procedures were effective as of June 30, 2012 .


(b)	Changes in Internal Control over Financial Reporting

NEE and FPL are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes throughout NEE and FPL. However, there has been no change in NEE's or FPL's internal control over financial reporting that occurred during NEE's and FPL's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NEE's or FPL's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

NEE and FPL are parties to various legal and regulatory proceedings in the ordinary course of their respective businesses. For information regarding legal proceedings that could have a material effect on NEE or FPL, see Item 3. Legal Proceedings and Note 14 - Legal Proceedings to Consolidated Financial Statements in the 2011 Form 10-K and Note 9 - Legal Proceedings herein. Such descriptions are incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in NEE’s and FPL’s March 2012 Form 10-Q and 2011 Form 10-K. The factors discussed in Part II, Item 1A. Risk Factors in NEE's and FPL's March 2012 Form 10-Q and in Part I, Item 1A. Risk Factors in NEE's and FPL's 2011 Form 10-K, as well as other information set forth in this report, which could materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects should be carefully considered. The risks described in NEE's and FPL's March 2012 Form 10-Q and 2011 Form 10-K are not the only risks facing NEE and FPL. Additional risks and uncertainties not currently known to NEE or FPL, or that are currently deemed to be immaterial, also may materially adversely affect NEE's or FPL's business, financial condition, results of operations and prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


(c)	Information regarding purchases made by NEE of its common stock during the three months ended June 30, 2012 is as follows:



Period	Total Number of Shares Purchased ^(a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program	Maximum Number of Shares that May Yet be Purchased Under the Program ^(b)
4/1/12 - 4/30/12	—	$	—	—	13,274,748
5/1/12 - 5/31/12	5,425	$	65.64	—	13,274,748
6/1/12 - 6/30/12	521	$	68.21	—	13,274,748
Total	5,946	$	65.87	—

————————————

(a)

Includes: (1) in May 2012, shares of common stock withheld from employees to pay certain withholding taxes upon the vesting of stock awards granted to such employees under the NextEra Energy, Inc. Amended and Restated Long-Term Incentive Plan (former LTIP); and (2) in June 2012, shares of common stock purchased as a reinvestment of dividends by the trustee of a grantor trust in connection with NEE's obligation under a February 2006 grant under the former LTIP to an executive officer of deferred retirement share awards.


(b)	In February 2005, NEE's Board of Directors authorized a common stock repurchase plan of up to 20 million shares of common stock over an unspecified period, which authorization was most recently reaffirmed and ratified by the Board of Directors in July 2011.

Item 5. Other Information


(a)	None


(b)	None


(c)	Other events


(i)	Reference is made to Item 1. Business - NEE's Operating Subsidiaries - NEER - NEER Employees in the 2011 Form 10-K.

Certain subsidiaries of NEER have renegotiated or are in the process of renegotiating collective bargaining agreements. As of July 26, 2012, the status of these contracts is as follows:


-	International Brotherhood of Electrical Workers (IBEW) in Wisconsin has four separate contracts expiring from September 2013 through August 2015.


-	IBEW in Iowa has one contract which expires in May 2015.


-	Security Police and Fire Professionals of America in Iowa has one contract which is under a temporary extension through September 2012.


-	IBEW in California has one contract which expires in March 2015.


-	International Union of Operating Engineers in Illinois has one contract which expires in February 2015.


(ii)	Reference is made to Item 1. Business - NEE Environmental Matters - Environmental Regulations - Clean Water Act Section 316(b) in the 2011 Form 10-K.

The EPA's deadline for issuing its final rule under Section 316(b) of the Clean Water Act has been extended to the summer of 2013.


(iii)	Reference is made to Item 1. Business - NEE Environmental Matters - Environmental Regulations - Regulation of GHG Emissions in the 2011 Form 10-K.

In June 2012, the U.S. Court of Appeals for the District of Columbia upheld the EPA's greenhouse gas regulations, which regulations are not expected to have a material adverse effect on the modernization of FPL's Port Everglades facility.

Item 6. Exhibits



Exhibit Number	Description	NEE	FPL
*4(a)	Purchase Contract Agreement dated as of May 1, 2012, between NextEra Energy, Inc. and The Bank of New York Mellon, as Purchase Contract Agent (filed as Exhibit 4(a) to Form 8-K dated May 4, 2012, File No. 1-8841)	x
*4(b)	Pledge Agreement, dated as of May 1, 2012, between NextEra Energy, Inc., Deutsche Bank Trust Company Americas, as Collateral Agent, Custodial Agent and Securities Intermediary, and The Bank of New York Mellon, as Purchase Contract Agent (filed as Exhibit 4(b) to Form 8-K dated May 4, 2012, File No. 1-8841)	x
*4(c)	Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated May 4, 2012, creating the Series E Debentures due June 1, 2017 (filed as Exhibit 4(c) to Form 8-K dated May 4, 2012, File No. 1-8841)	x
*4(d)	Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and nineteen Supplements thereto, between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to Form 10-Q for the quarter ended March 31,1996, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(g) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(o), File No. 333-102169; Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No. 333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3, File No. 333-102172; Exhibit 4(m) to Post-Effective Amendment No. 3 to Form S-3, File No. 333-102172; Exhibit 4(a) to Form 10-Q for the quarter ended September 30, 2004, File No. 2-27612; Exhibit 4(f) to Amendment No. 1 to Form S-3, File No. 333-125275; Exhibit 4(y) to Post-Effective Amendment No. 2 to Form S-3, File Nos. 333-116300, 333-116300-01 and 333-116300-02; Exhibit 4(z) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-116300, 333-116300-01 and 333-116300-02; Exhibit 4(b) to Form 10-Q for the quarter ended March 31, 2006, File No. 2-27612; Exhibit 4(a) to Form 8-K dated April 17, 2007, File No. 2-27612; Exhibit 4 to Form 8-K dated October 10, 2007, File No. 2-27612; Exhibit 4 to Form 8-K dated January 16, 2008, File No. 2-27612; Exhibit 4(a) to Form 8-K dated March 17, 2009, File No. 2-27612; Exhibit 4 to Form 8-K dated February 9, 2010, File No. 2-27612; Exhibit 4 to Form 8-K dated December 9, 2010, File No. 2-27612; Exhibit 4(a) to Form 8-K dated June 10, 2011, File No. 2-27612; Exhibit 4 to Form 8-K dated December 13, 2011, File No. 2-27612; and Exhibit 4 to Form 8-K dated May 15, 2012, File No. 2-27612)	x	x
*4(e)	Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated May 26, 2009, creating the Series C Debentures due June 1, 2014 (filed as Exhibit 4(c) to Form 8-K dated May 22, 2009, File No. 1-8841)	x
*4(f)	Letter, dated May 21, 2012, from NextEra Energy Capital Holdings, Inc. to The Bank of New York Mellon, as trustee, setting forth certain terms of the Series C Debentures due June 1, 2014 effective May 21, 2012 (filed as Exhibit 4(b) to Form 8-K dated May 21, 2012, File No. 1-8841)	x



Exhibit Number	Description	NEE	FPL
*4(g)	Officer's Certificate of NextEra Energy Capital Holdings, Inc. and NextEra Energy, Inc., dated June 15, 2012, creating the Series H Junior Subordinated Debentures due June 15, 2072 (filed as Exhibit 4 to Form 8-K dated June 15, 2012, File No. 1-8841)	x
10(a)	Consulting Agreement between Florida Power & Light Company and AJO Consulting Services, LLC dated as of May 3, 2012	x	x
10(b)	Executive Retention Employment Agreement between NextEra Energy, Inc. and Eric E. Silagy dated as of May 2, 2012	x	x
10(c)	Appendix A2 (revised as of May 2, 2012) to the Restated NextEra Energy, Inc. Supplemental Executive Retirement Plan	x	x
12(a)	Computation of Ratios	x
12(b)	Computation of Ratios		x
31(a)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy, Inc.	x
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy, Inc.	x
31(c)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Florida Power & Light Company		x
31(d)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Florida Power & Light Company		x
32(a)	Section 1350 Certification of NextEra Energy, Inc.	x
32(b)	Section 1350 Certification of Florida Power & Light Company		x
101.INS	XBRL Instance Document	x	x
101.SCH	XBRL Schema Document	x	x
101.PRE	XBRL Presentation Linkbase Document	x	x
101.CAL	XBRL Calculation Linkbase Document	x	x
101.LAB	XBRL Label Linkbase Document	x	x
101.DEF	XBRL Definition Linkbase Document	x	x

____________________

*Incorporated herein by reference

NEE and FPL agree to furnish to the SEC upon request any instrument with respect to long-term debt that NEE and FPL have not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.



		SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Date:	July 26, 2012

		NEXTERA ENERGY, INC. (Registrant)


		CHRIS N. FROGGATT
		Chris N. Froggatt Vice President, Controller and Chief Accounting Officer of NextEra Energy, Inc. (Principal Accounting Officer of NextEra Energy, Inc.)




		FLORIDA POWER & LIGHT COMPANY (Registrant)


		KIMBERLY OUSDAHL
		Kimberly Ousdahl Vice President, Controller and Chief Accounting Officer of Florida Power & Light Company (Principal Accounting Officer of Florida Power & Light Company)

Exhibit 10(a)

Consulting Agreement

This Consulting Agreement (“Agreement”) is entered into this the 3 ^rd day of May, 2012 (“Effective Date”) by and between AJO Consulting Services, LLC, a limited liability corporation, with its place of business located at [address] (“Consultant”), and Florida Power & Light Company, with offices located at 700 Universe Boulevard, Juno Beach, FL 33408 (“FPL”) (Consultant and FPL may each be referred to as a “Party” and collectively Consultant and FPL may be referred to as the “Parties”). As used herein, the term “FPL Entities” shall collectively mean Florida Power & Light Company, inclusive of its subsidiaries, affiliates, successors, assigns, members, shareholders, officers, directors, employees, and agents.

1. Scope of Consulting Services . Subject to the terms and conditions set forth in this Agreement, FPL may from time to time retain Consultant to perform certain consulting/professional services (“Consulting Services”), which shall be set forth in applicable Statement of Work (“SOW”) documents which shall describe the scope of Consulting Services that will be performed, the fees for such Consulting Services, and the work that will be provided to FPL following the completion of such Consulting Services. FPL reserves the right to request that Consultant be removed immediately from FPL premises, if in FPL's sole discretion, it deems that Consultant poses any threat to the security, health or safety of FPL Entities, its property, its customers or the public, or whose conduct adversely affects the performance of the Consulting Services or reflects unfavorably upon FPL Entities.

2. Term . The term of this Agreement shall commence on the Effective Date and shall terminate on November 2, 2012, subject to the earlier termination provisions in Section 12 below (“Initial Term”). The Initial Term may be extended as mutually agreed upon in writing by the Parties (“Renewal Term(s)”) (the Initial Term and any applicable Renewal Terms shall collectively be referred to as the “Term”).

3. Compensation and Payment . Consultant's compensation and payment for the Consulting Services shall be set forth in an applicable SOW, attached hereto and incorporated herein by reference. The SOW for each engagement will specify the applicable fee basis.

(a) SOWs for engagements on a fixed fee basis will set forth the fixed amount payable for Consultant's performance of the Consulting Services described therein as well as the schedule of payments for such Consulting Services. The fixed fee shall include profit and, except as may be otherwise agreed and set forth specifically in the applicable SOW, all direct and indirect costs in connection with performance of the Consulting Services. Unless otherwise provided in the applicable SOW, FPL will not be responsible to reimburse Consultant for direct expenses described in Section 3(b) below.

(b) SOWs for engagements on a time and expenses basis will include Consultant's hourly rate. Consultant's hourly rates include profit and all direct and indirect costs except reimbursable expenses and an indirect expenses fee specified in this Section 3(b). Consultant shall complete the Consulting Services and shall invoice FPL for the actual person hours expended to perform the Consulting Services multiplied by the applicable hourly rate plus reimbursable expenses directly related to the Consulting Services up to the amount of any “not-to-exceed” amount, if any, contained in the SOW. FPL shall reimburse Consultant for reasonable expenses incurred by Consultant in performance of the Consulting Services at direct, actual cost or Consultant's standard rates, as applicable. Actual costs are amounts actually disbursed, excluding overheads and any other mark-ups. Upon request, Consultant shall demonstrate to FPL that such expenses are necessary for the performance of the Consulting Services or that FPL specifically authorized such expenses. Such expenses are:



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AJO		SJF
Consultant		FPL

( i) Moderate and reasonable travel and living expenses, including transportation, lodging, meals, and other similar expenses required in the performance of the Consulting Services at actual cost. Consultant shall utilize economy class airfares when available. Consultant shall obtain prior approval from FPL if such airfares are not available, before utilizing higher-cost air fares. In no event shall Consultant be reimbursed for first or business class air fares unless Consultant has obtained prior written approval. Consultant shall, to the maximum extent available, utilize hotels offering corporate rates to FPL, and make use of such rates.

(ii) Long-distance telephone and other such expenses at actual cost.

(iii) Reproduction and computer services costs at Consultant's direct, actual costs where supplied by outside sources, or at Consultant's standard rates where supplied by Consultant. Standard rate schedules shall be submitted to the designated FPL representative prior to incurring such costs upon request.

(iv) Other expenses at direct, actual cost which have been incurred following submission of a written request justifying the need for such expenses and receipt of FPL's written authorization to incur such expense, provided, however, that no such authorization will be required with respect to an individual expense that does not exceed $25 or is authorized in the applicable SOW.

(c) Except as otherwise specified in the applicable SOW, Consultant shall submit a monthly invoice, as applicable, for the fixed fee payments in accordance with Section 3(a) or the amounts payable for time and expense in accordance with Section 3(b).

(i) For Consulting Services performed on a fixed fee basis and unless otherwise provided by the applicable SOW, each invoice for compensation on a fixed fee basis shall include the following detail: (i) title identifying the project; (ii) the total amount of current invoice; and (iii) the total amount previously invoiced that is outstanding.

(ii) For Consulting Services performed on a time and expense basis and unless otherwise provided by the applicable SOW, each invoice for compensation on a time and expenses basis shall include the following details: (i) title identifying the project; (ii) total amount of fees for each project, including total hours of consulting time; (iii) if requested by FPL with respect to a specific project, reasonable additional detail including actual staff involved, time spent by each staff member, and hourly rates per staff member; (iv) itemization of all reimbursable expenses over $25; and (vi) total amount of current invoice. Consultant shall submit invoices for costs as soon as practical, but in no event later than sixty (60) calendar days following the later of (i) the end of the month during which the invoiced costs were incurred or (ii) the end of the month in which Consultant received an invoice for costs reimbursable by FPL. Invoices for Consulting Services, in which Consultant's compensation is on a time and expenses basis, will contain sufficient detail to verify invoiced amounts. Failure to invoice costs in a timely manner as described in this paragraph may, at FPL's sole discretion, result in the disallowance of such costs. Upon FPL's request, Consultant shall provide supporting documentation reasonably acceptable to FPL. Invoices shall separately identify the constituent labor charges and reimbursable expenses.

(d) Consultant will invoice for fees and expenses on a monthly basis. Accounts are delinquent if not paid within forty-five (45) days of receipt of an undisputed invoice. In the event of a disputed invoice, Consultant shall re-invoice FPL, and upon FPL receipt of the re-invoice containing the undisputed amount, FPL shall pay such amount to Consultant within forty-five (45) days. In the case of a dispute, FPL shall notify Consultant as to the reasons for the dispute with the notice described above and meet with Consultant to attempt to resolve the dispute between the Parties before alternative dispute resolution or any other action is taken.



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AJO		SJF
Consultant		FPL

(e) Payment of the fees for the Consulting Services performed may be by annual retainer or other basis as specified in the applicable SOW. Consultant shall track the actual provision of Consulting Services by monitoring the number of hours worked by Consultant, as well as other charges, all in the manner set forth in this Section 3 of the Agreement. Consultant will provide a review and analysis of the actual provision of Consulting Services on a monthly basis (or other less frequent basis as specified in the applicable SOW), and will use these reviews as part of the basis for any adjustment of the retainer. If the actual charges for fees and expenses, calculated in accordance with this Section 3 of this Agreement, exceed the balance of the retainer, Consultant will submit an invoice, which will be due and payable in accordance with Section 3(d), above. Consultant shall notify FPL in writing prior to performing Consulting Services that Consultant knows will exceed any such retainer.

4. Independent Contractor . Consultant agrees to perform Consulting Services as an independent contractor and not as a subcontractor, agent or employee of FPL or FPL Entities. FPL retains no control or direction over Consultant, its employees or over the detail, manner, or methods of performance of Consulting Services. Consultant is not granted any right or authority or responsibility expressed, implied or apparent on behalf of or in the name of FPL to bind or act on behalf of FPL or the FPL Entities.

5. Taxes . Consultant is responsible for and shall pay all taxes due under this Agreement, if any, including all present applicable state sales and use taxes and all present or future import duty, federal, state, county, municipal or other excise or similar taxes levied with respect to the Consulting Services unless otherwise set forth in the SOW or any applicable purchase order. Consultant expressly agrees that FPL shall incur no liability or expense under this Agreement due to change in tax or duty requirements, excluding applicable state sales and use tax. Any increase in taxes or duties, excluding applicable sales and use tax, shall be at the expense of Consultant and not FPL. In no event shall FPL be required to pay any tax levied on or determined by Consultant's income, taxes expressly designed to be paid solely by Consultant or licenses and permits required for Consultant to conduct business. FPL shall not be obligated to pay, and shall be immediately reimbursed by Consultant if FPL does pay, any taxes, including penalties or interest charges levied or assessed by reason of any failure of Consultant to comply with this Agreement, applicable laws or governmental regulations, and Consultant shall indemnify and hold FPL harmless from the payment of any and all such taxes, penalties and interest.

6. Business Records . Consultant shall maintain books and records supporting all costs for Consulting Services performed under this Agreement. During Consultant's normal business hours for the duration of this Agreement, and for a period of two years thereafter, FPL shall have access to such books and to all other records of Consultant as required to verify reimbursable costs and to otherwise ensure compliance with the terms of this Agreement.

7. Confidentiality .

(a) Consultant agrees to hold Confidential Information in strict confidence and agrees that it shall not disclose Confidential Information without prior written consent of FPL. For purposes of this Agreement, “Confidential Information” shall mean all information, regardless of the form in which it is communicated or maintained (whether oral, written, or visual) and whether prepared by FPL or its respective officers, directors, agents, and employees or otherwise, which is disclosed to Consultant in connection with the this Agreement and includes, but is not limited to any Trade Secret (as defined herein) and/or other information provided to or learned by Consultant regarding the business and operation of FPL and any



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AJO		SJF
Consultant		FPL

information relating to its clients. “Confidential Information” also includes (i) all records, files, plans, documents, software, reports, research, valuable business, professional and proprietary information, and policies and procedures relating to the business of FPL, and (ii) all reports, analyses, notes or other information that are based on, contain or reflect any such Confidential Information, that Consultant prepared, came into contact with, or used during the Term of the Consulting Services. As used in this Agreement, “Trade Secrets” means the whole or any portion or phase of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used, in the operation of FPL's business and which provides an advantage, or an opportunity to obtain an advantage, over those who do not know or use it. “Trade Secrets” also includes any (i) scientific, technical, or commercial, business, or marketing information, inclusive of data records, training manuals, policies, procedures, standards of conduct, plans, specifications, business strategy documents, business events information, competitor lists, employee demographics, business organization design, values and mission statements, current projects, exit interview and call center content logs, compensation plans, key performance measures, and other proprietary documents, transmitted in any format, related to the business of FPL; (ii) existing or contemplated products, services, technology, designs, processes, formulas, algorithms, research, training materials, policies, procedures, standards, or product developments of FPL or any customer or supplier of FPL; (iii) any design, list of suppliers, list of customers, as well as pricing information or methodology, cost structure, supply strategy, contractual arrangements with customers, vendors or suppliers, business development plans or activities, corporate strategy, or FPL's financial information; and (iv) business plans, sales or marketing methods, methods of doing business, customer lists, customer usages and/or requirements, supplier information of FPL thereof or any customer or supplier of FPL.

(b) Confidential Information shall not be used for any purpose other than to analyze, implement or complete the Consulting Services. Confidential Information shall be held in strict confidence by Consultant and shall not be disclosed to any third party without FPL's prior written consent, except to those subcontractors, advisors, consultants, affiliates, agents, assigns, attorneys, or employees of Consultant (collectively, “Agents”) with a need-to-know the Confidential Information for the purposes of analyzing, implementing or completing the Consulting Services. Consultant shall require all recipients of the Confidential Information to be bound by the terms of this Agreement. Consultant shall also be responsible for any breach of this Agreement by Consultant or its Agents. Moreover, Consultant shall use the same degree of care to protect the Confidential Information as Consultant employs to protect its own information of like importance, but in no event less than a reasonable degree of care based on industry standard.

(c) Confidential Information shall not include: (i) information which is or becomes publicly available other than as a result of a violation of this Agreement; (ii) information which is or becomes available on a non-confidential basis from a source which is not known to Consultant to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation to FPL; or (iii) information which Consultant can demonstrate was legally in its possession prior to disclosure by FPL.

(d) In the event that Consultant or its Agents are requested or required by legal or regulatory authority to disclose any Confidential Information, Consultant shall promptly notify FPL of such request or requirement prior to disclosure so that FPL may seek an appropriate protective order and/or waive compliance with the terms of this Agreement.

(e) FPL and Consultant acknowledge that FPL would not have an adequate remedy at law for money damages if the covenants contained in this Section were breached. Accordingly, FPL shall be entitled to an injunction restraining Consultant from violating this Section 7.



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AJO		SJF
Consultant		FPL

(f) Upon the termination of this Agreement or at any time upon written request of FPL, Consultant shall promptly deliver to FPL or certify the destruction of, at FPL's discretion, all drawings, manuals, letters, notes, notebooks, reports, and copies thereof and all other materials, including those of a secret or confidential nature, relating to FPL's business that are in Consultant's and its Agents' possession or control.

(g) Consultant's obligations of confidentiality contained in this Section 7 shall survive the termination of this Agreement and shall remain in effect following termination of this Agreement until such time the Confidential Information would be excluded under Section 7(c); provided, however, the Parties agree that each Party's trade secrets will remain in effect for as long as such information remains a trade secret under applicable state law where the Consulting Services are performed.

8. Publicity/Non-Disparagement . Consultant shall not make any public disclosures regarding FPL or the project for which it is performing Consulting Services without the prior written approval of FPL. In addition, Consultant agrees he shall not make any comments or otherwise engage in any activity which is intended to embarrass, adversely impact, or disparage (orally or in writing) FPL Entities or which in any way is intended to work to the detriment (whether direct or indirect) of FPL Entities.

9. Work Product .

(a) Consultant and FPL agree and acknowledge that FPL, not Consultant, shall own all rights (including all intellectual property rights such as patents, copyrights, and trademarks), title and interest to any and all Deliverables resulting from Consulting Services performed under this Agreement. For purposes of this Agreement, “Deliverables” shall mean all work product, documentation and any other materials developed or delivered to FPL by Consultant in connection with this Agreement. Consultant agrees that all Deliverables resulting from the Consulting Services performed shall be considered work made for hire. Consultant hereby assigns all rights (including all intellectual property rights), title and interest in the Deliverables resulting from this Agreement. At the request of FPL, Consultant shall, without further consideration, execute all papers and documents and perform all other acts necessary or appropriate to evidence or further document FPL's ownership of the Deliverables.

(b) FPL shall retain all right, title and interest in and have exclusive ownership of all FPL's Preexisting Intellectual Property. For purposes of this Agreement, “FPL's Preexisting Intellectual Property” means, individually and collectively, all FPL Confidential Information, inventions, improvements and/or discoveries, patentable or unpatentable, copyrightable or uncopyrightable, including but not limited to, computer software, both object and source code, databases, methodologies and works of authorship, which were in existence, prior to Consultant's performance of the Consulting Services under this Agreement developed or owned by FPL Entities and disclosed or supplied to Consultant in connection with this Agreement. Consultant Preexisting Intellectual Property shall belong exclusively to Consultant, provided that such intellectual property rights of Consultant shall not extend to any portion of FPL's Confidential Information which is incorporated into Consultant Preexisting Intellectual Property. For purposes of this Agreement, “Consultant Preexisting Intellectual Property” means, individually and collectively, all inventions, improvements and/or discoveries, patentable or unpatentable, copyrightable or uncopyrightable, including but not limited to, computer software, both object and source code, databases, methodologies and works of authorship, which were in existence prior to Consultant's performance of the Consulting Services under this Agreement. FPL shall retain ownership of any Confidential Information which is incorporated into Consultant Preexisting Intellectual Property, and any conclusions or recommendations therein which are specific to FPL and not of general utility.



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AJO		SJF
Consultant		FPL

(c) To the extent that any of Consultant Preexisting Intellectual Property is embedded in Deliverables provided to FPL in connection with the Consulting Services performed under this Agreement, Consultant hereby grants to FPL a non-exclusive, irrevocable, perpetual, and royalty-free license to use Consultant Preexisting Intellectual Property to the extent necessary to permit FPL to utilize the Deliverables provided by Consultant to FPL pursuant to this Agreement.

10. Standard of Performance, Conflict of Interest .

(a) Consultant warrants and represents that it shall perform the Consulting Services in accordance with: (i) the standards of care, diligence, skill and judgment normally exercised by professional individuals with respect to services of a similar nature; (ii) recognized and sound consulting practices, procedures and techniques; (iii) all applicable codes, laws, rules, regulations, orders, ordinances and standards of federal, state, regional, local and municipal governmental agencies, and all standards, rules, regulations and orders issued by such agencies (collectively, “Laws”), including, without limitation, those Laws pertaining to environmental regulation and permitting; and (iv) the terms of the applicable SOW attached hereto.

(b) Consultant warrants and represents that the Consulting Services, including the Deliverables produced and provided to FPL in connection with the performance of the Consulting Services, will not infringe any intellectual property right (including, without limitation, a patent, a trademark, trade secret or copyright) of any third party. If, in any such suit or proceeding, the Consulting Services or Deliverables or any part, combination or process thereof is held to constitute an infringement and FPL's use is enjoined, Consultant shall immediately exert its best efforts to secure for FPL a license, at no expense to FPL, authorizing its continued use. If Consultant is unable to secure such license within a reasonable time, Consultant, at its own expense and without impairing either (i) the performance requirements of the Consulting Services or Deliverables or any part, combination, or process thereof, or (ii) the other normal operations of FPL, shall use its best efforts to either replace the affected Consulting Services or Deliverables, part, combination or process thereof with non-infringing components or parts, or modify same so that they become non-infringing. At FPL's option and sole discretion, Consultant shall immediately refund all monies paid by FPL to Consultant for the Consulting Services, should Consultant fail to secure a license or replace or modify such Consulting Services or Deliverables, or secure the lifting of an injunction, within a reasonable time.

(c) Consultant warrants and represents that it has not and will not give (or receive or authorize, offer or promise to give) payment or anything of value, either directly or indirectly, to or from any person not a party to this Agreement the receipt of which (i) is or may be intended for the purposes of rewarding, inducing or influencing, or (ii) rewards, induces or influences an act, decision or recommendation in connection with the performance of the Consulting Services, work product or other Deliverable thereunder. For the purposes of the foregoing sentence, the phrase “anything of value” includes, but is not limited to, (i) the receipt or promise of commissions, financial or ownership interests, or (ii) assistance in obtaining or retaining business for or with Consultant. If during the Term of this Agreement Consultant believes that that entering into an arrangement may be in violation of this subsection 10(c), then Consultant may contact FPL's designated representative identified in Section 18, Notice, to resolve any possible conflict.

11. Non-Solicitation/Non-Competition .

(a) For purposes of this Agreement, the terms identified below shall have the following meanings:



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Consultant		FPL

(i) The term “Competing Enterprise” means any business, enterprise, organization, person, third party or other entity engaged in the same or similar business or businesses as conducted by FPL Entities within the Area (as defined below).

(ii) The term “Customer” means any of FPL Entities' customers or potential customers or any other persons or entities with which the FPL Entities have or have had a business relationship, other than Florida Power & Light Company utility customers (governmental, commercial, and residential), unless such Customer is also a Vendor (as defined below) or a Competing Enterprise.

(iii) The term “Vendor” means any of the FPL Entities' suppliers, vendors, contractors, consultants, advisors, representatives, agents or any other persons or entities with whom the FPL Entities have or have had a commercial relationship.

(iv) The term “Area” means those states where (1) Consultant regularly performed the Consulting Services or had specific knowledge of existing projects, work or development efforts of FPL Entities; or (1) Consultant called on, communicated with or had any contact with any specific prospective or existing Customers or Vendors.

(b) Consultant agrees that, during the Term of this Agreement and for a period of 24 months after the termination date of this Agreement, Consultant will not directly or indirectly:

(i) Solicit business from any client or customer of FPL Entities, whether potential or otherwise, with whom Consultant had dealings during the performance of Consulting Services, or request, advise, entice, induce or solicit such Customers to withdraw, curtail or cancel their business or relationship with FPL Entities;

(ii) Ask, solicit, entice, encourage or otherwise cause current employees of FPL Entities to leave their employment or to provide advice to any Competing Enterprise on matters impacting the interests of Company;

(iii) With respect to any Vendors of FPL Entities, (1) solicit business from or form a relationship with such Vendors that is adverse to FPL Entities; (2) request, advise, entice, induce or solicit such Vendors to withdraw, curtail or cancel their business or relationship with FPL Entities; or (3) negotiate or enter into an agreement, or accept consideration with respect to any agreement, that is adverse to FPL Entities;

(iv) Advise, consult for, represent or lobby on behalf of any business, organization, person, third party or other entity (including a Competing Enterprise created or formed by Consultant) on matters adverse to FPL Entities;

(v) Voluntarily submit testimony adverse to FPL Entities before any governmental agency or legislative, regulatory, or judicial body that has jurisdiction over the interests of FPL Entities (except as otherwise provided or required by law), and in which case Consultant will notify FPL of the requirement to provide such testimony;

(vi) Be or become financially interested or engaged in any manner (whether as a stockholder, bondholder, officer, director, employee, independent contractor, advisor, consultant, agent or otherwise) in any Competing Enterprise, other than as a holder of a passive investment of not more than one percent (1%) of the outstanding voting securities of any entity whose voting securities are listed on a recognized national securities exchange or



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Consultant		FPL

quoted by the NASDAQ Stock Market, including the OTC Bulletin Board or any comparable system; and

(vii) Compete or attempt to compete for, or act as a broker or otherwise participate in, or represent a Competing Enterprise on, any projects or potential projects in which FPL Entities have at any time done any work, attempted to do work, or undertaken any research or development efforts.

(c) Consultant acknowledges and confirms the scope of these restrictions in respect of their area, time and subject matter is no more than what is reasonably required to protect the FPL Entities' legitimate business interests.

12. Termination . Each Party may, upon written notice to the other Party, and without prejudice to any remedy available to such Party under law, in equity or under this Agreement, terminate the whole or any part of this Agreement without termination charge, penalty or obligation in the event a Party fails to perform a material obligation under this Agreement and fails to cure such material obligation default within a reasonable period of time, but in no event more than thirty (30) days after written notice from the non-breaching Party specifying the nature of such default. Notwithstanding the foregoing, FPL shall have the right to terminate this Agreement for its convenience in whole or in part at any time, upon written notice to Consultant. In the event of such termination, Consultant shall be paid for the Consulting Services provided and completed through the termination date.

13. Ongoing Cooperation . Consultant hereby agrees that he will fully cooperate with FPL in connection with any investigation, proceeding, litigation, or dispute arising from any situation or related in any way to Consultant's engagement by FPL for Consulting Services or to Consultant's prior relationship with FPL. Such cooperation shall include, but not be limited to, reviewing documents, providing testimony on behalf of FPL, and meeting with FPL's counsel at a mutually agreeable time and location in connection with any proposed or actual enforcement action, investigation, proceeding, litigation, or dispute.

14. Modifications . No amendment or modification to this Agreement shall be effective unless made in writing and mutually agreed upon and signed by the Parties.

15. Assignment . This Agreement and all of Consultant's rights, duties and obligations under this Agreement are personal in nature and shall not be assigned, delegated or otherwise disposed of by Consultant without the prior written consent of FPL. However, FPL may, at any time and at its sole and unrestrained discretion, assign this Agreement, in whole or in part, to one of its subsidiaries or affiliates by written notice to Consultant. No assignment or transfer of this Agreement shall relieve either Party of any of its obligations hereunder until such obligations have been assumed by the assignee and agreed to by FPL, Consultant and assignee. If this Agreement should be permitted to be assigned by either Party pursuant to the terms of this Agreement, it shall be binding upon and shall inure to the benefit of the permitted assignee.

16. Liability Limitation . Except as it relates to the unauthorized disclosure of FPL Confidential Information or any indemnification obligation resulting from a third party claim, in no event shall either Party be liable to the other Party whether in contract, tort or otherwise for payment of any special, indirect, incidental, consequential or similar damages.

17. Indemnification . Consultant shall protect, defend, indemnify and hold FPL Entities free and unharmed from and against any and all claims, liabilities, loss, costs, or damages, including court costs and attorneys' fees which shall arise in connection with any breach by Consultant of a covenant, warranty or representation contained herein, including,



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Consultant		FPL

without limitation, any claim that the Consulting Services or Deliverables or any part, combination or process thereof is held to constitute an infringement.

18. Notice . All notices required under this Agreement shall be deemed given when sent by overnight courier or registered or certified mail, or when sent by telecopy, telegraph or other graphic or electronic means and confirmed by overnight courier or registered or certified mail addressed as follows:



If to FPL:	Florida Power & Light Company Attention: Shaun Francis 700 Universe Boulevard Juno Beach, FL 33408

If to Consultant:	AJO Consulting Services, LLC [Address]

Either Party shall have the right to change the address or name of the person to whom such notices are to be delivered by notice to the other Party.

19. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without giving effect to its conflict of laws provisions. Any disputes resulting in litigation between the Parties shall be conducted in the state or federal courts of the State of Florida. Proceedings shall take place in the Circuit Court for Dade County or Palm Beach County, Florida, the United States District Court for the Southern District of Florida, or such other Florida location or forum at FPL's election and sole discretion.

20. Waiver of Trial by Jury . FPL and Consultant hereby knowingly, voluntarily and intentionally waive the right to a trial by jury with respect to any litigation based hereon or arising out of, under or in connection with this Agreement. This Section is a material inducement for the Parties entering into this Agreement.

21. Headings . The headings in this Agreement are provided for convenience of reference only and shall not affect the construction of the text of this Agreement.

22. Non-Waiver . No waiver of any Section of this Agreement shall be deemed to be nor shall constitute a waiver of any other Section whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

23. Cumulative Remedies . All rights and remedies of the Parties under this Agreement shall be cumulative and the exercise of any one right or remedy shall not bar the exercise of any other right or remedy.

24. Severability . If any Section of this Agreement shall be held or deemed to be invalid, inoperative or unenforceable, such circumstances shall not affect the validity of any other Section of this Agreement.

25. Survival . The obligations of the Parties hereunder which by their nature survive the termination of this Agreement and/or the completion of Consulting Services hereunder shall survive and inure to the benefit of the Parties. Those Sections of this Agreement which provide for the limitation of or protection against liability shall apply to the



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Consultant		FPL

full extent permitted by law and shall survive termination of this Agreement and/or completion of the Consulting Services.

26. Complete Agreement . This Agreement is composed of this document, FPL's purchase order and all SOW's hereto. This Agreement constitutes the entire and final agreement and supersedes all prior and contemporaneous agreements, representations, warranties and understandings of the Parties, whether oral, written or implied.

27. Force Majeure . Performance by each Party shall be pursued with due diligence in all requirements under this Agreement; however, except as otherwise expressly provided herein, neither Party shall be liable to the other for any loss or damage for delay due to causes that (i) were beyond the reasonable control and (ii) were not caused by the negligence or lack of due diligence of the affected Party or its subcontractors or suppliers. The Parties agree that, provided the conditions stated in (i) and (ii) above apply, the following are causes or events of force majeure: acts of civil or military authority (including courts and regulatory agencies), acts of God (excluding normal or seasonal weather conditions), war, riot or insurrection, inability to obtain required permits or licenses (other than Consultant's occupational licenses), blockades, embargoes, sabotage, epidemics and unusually severe floods. The Party affected shall promptly provide written notice to the other Party indicating the nature, cause, date of commencement thereof, the anticipated extent of such delay and whether it is anticipated that any completion or delivery dates will be affected thereby, and shall exercise due diligence to mitigate the effect of the delay.



Page 10 of 11
AJO		SJF
Consultant		FPL

28. Counterparts . This Agreement may be signed in counterparts, each of which may be deemed an original and all of which together constitute one and the same agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement effective as of the Effective Date first above written.



FLORIDA POWER & LIGHT COMPANY		AJO CONSULTING SERVICES, LLC

By:	SHAUN J. FRANCIS	By:	A.J. OLIVERA
Name:	Shaun Francis	Date:	5/27/2012
Title:	Executive Vice President, Human Resources
Date:	5/29/2012

Page 11 of 11

STATEMENT OF WORK

This Statement of Work (“SOW”), effective as of the 3 ^rd day of May, 2012 (“SOW Effective Date”), is entered into by and between AJO Consulting Services, LLC, a limited liability corporation, with its place of business located at 712 San Esteban Avenue, Coral Gables, FL 33146 (“Consultant”), and Florida Power & Light Company, with offices located at 700 Universe Boulevard, Juno Beach, FL 33408 (“FPL”), pursuant to that certain Consulting Agreement (“Agreement”) entered into May 3, 2012, by and between Consultant and FPL. All capitalized terms used in this SOW not defined shall have the same meaning as the capitalized term is defined in the Agreement. Consultant and FPL may each be individually referred to as a “Party” and collectively as the “Parties.”

I. SCOPE OF CONSULTING SERVICES

Consultant shall utilize its knowledge and skills to provide advice and advocacy on the matters as described in the Focus Areas set forth in Section II below. Consultant agrees to work up to 32 hours in any one-month period and a total of no more than 192 hours during the Term of the Agreement. Any excess hours must be mutually agreed upon by the Parties prior to any excess work being performed. Consultant shall coordinate the scheduling of hours in which to perform consulting services with the FPL designated representative.

II. FOCUS AREAS


1.	FPL regulatory proceedings before the Public Service Commission to include preparation, discovery, testimony, and appearance at hearings


2.	Relationship building with key elected and appointed officials in Florida


3.	Transition of successor


4.	Storm assistance


5.	Other projects as requested by Florida Power & Light Company's senior executive team

III. FEES & OTHER PROVISIONS

Consultant shall be compensated at the fully-burdened rate of $40,000.00 per month for Consulting Services of up to 32 hours in any one-month period, plus additional reimbursement for reasonable and customary expenses. In addition, during the Term of the Consulting Services, Consultant may be required to work up to 160 additional hours in support of storm restoration efforts. In the event the hours actually worked by Consultant in any one-month period exceed 32 hours, Consultant shall be paid at a rate of $1,250.00 per hour for each additional hour worked, provided Consultant has obtained the required pre-approval for the excess hours as per Section I above. The fully-burdened monthly retainer shall remain firm for the Term set forth in the Agreement.

IV. INVOICING AND PAYMENT

Consultant shall invoice on a monthly basis in accordance with the provisions of Sections 3(c) and 3(e) of the Agreement. Payments shall be made via electronic transfer of funds to Consultant's banking account. The terms of payment shall be due within forty-five (45) days of receipt of an acceptable invoice.

Page 1 of 2

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this SOW effective as of the SOW Effective Date first above written.



FLORIDA POWER & LIGHT COMPANY		AJO CONSULTING SERVICES, LLC

By:	SHAUN J. FRANCIS	By:	A.J. OLIVERA
Name:	Shaun Francis	Date:	5/27/2012
Title:	Executive Vice President, Human Resources
Date:	5/29/2012

Page 2 of 2

Exhibit 10(b)

EXECUTIVE RETENTION EMPLOYMENT AGREEMENT

Executive Retention Employment Agreement between NextEra Energy, Inc., a Florida corporation (the "Company"), and Eric E. Silagy (the "Executive"), dated as of May 2, 2012. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its Affiliated Companies will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Potential Change of Control or a Change of Control (each as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by the circumstances surrounding a Potential Change of Control or a Change of Control and to encourage the Executive's full attention and dedication to the Company and its Affiliated Companies currently and in the event of any Potential Change of Control or Change of Control (and, under certain circumstances, in the event of the termination or abandonment of a Change of Control transaction), and to provide the Executive with compensation and benefits arrangements which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations which may compete with the Company for the services of the Executive. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Executive Retention Employment Agreement (this "Agreement").

Therefore, the Company and the Executive agree as follows:

1. Effective Date .

The effective date of this Agreement (the "Effective Date") shall be the date on which (i) a Potential Change of Control occurs, (ii) the Board approves a plan of complete liquidation or dissolution of the Company, (iii) a Change of Control occurs pursuant to Section 2(a)(1) or (2) below or (iv) a definitive agreement is signed by the Company which provides for a transaction that, if approved by shareholders or consummated, as applicable, would result in a Change of Control pursuant to Section 2(a)(3) or (4) below; provided, however, that any of the foregoing which may have occurred prior to the date hereof shall be disregarded. Anything in this Agreement to the contrary notwithstanding, if, prior to the Effective Date, the Executive's employment with the Company or its Affiliated Companies was terminated by the Company or its Affiliated Companies, or both, as applicable, other than for Cause or Disability (each as defined below) or by the Executive for Good Reason (as defined below) and the Executive can reasonably demonstrate that such termination (or the event constituting Good Reason) took place (a) at the request or direction of a third party who took action that caused a Potential Change of Control or (b) in contemplation of an event that would give rise to an Effective Date, an Effective Date will be deemed to have occurred (“Deemed Effective Date”) immediately prior to the Date of Termination (as defined in Section 7(e) below), provided that a Change of Control occurs within a two-year period following such Date of Termination. As used in this Agreement, the term "Affiliated Companies" shall include any corporation or other entity controlled by, controlling or under common control with the Company and the term “Subsidiary” shall mean (x) any corporation or other entity (other than the Company) with respect to which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock or other ownership interests or (y) any other related entity which may be designated by the Board as a Subsidiary, provided such entity could be considered a subsidiary according to generally accepted accounting principles.

2. Change of Control; Potential Change of Control . For the purposes of this Agreement:

(a) A "Change of Control" shall mean the first (and only the first) to occur of the following:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions (collectively, the "Excluded Acquisitions") shall not constitute a Change of Control (it being understood that shares acquired in an Excluded Acquisition may nevertheless be considered in determining whether any subsequent acquisition by such individual, entity or group (other than an Excluded Acquisition) constitutes a Change of Control): (i) any acquisition directly from the Company or any Subsidiary; (ii) any acquisition by the Company or any Subsidiary; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iv) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities; (v) any acquisition in connection with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group is permitted to, and actually does, report its beneficial ownership on Schedule 13G (or any successor Schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor Schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock and/or Outstanding Company Voting Securities beneficially owned by it on such date; or (vi) any acquisition in connection with a Business Combination (as hereinafter defined) which, pursuant to subparagraph (3) below, does not constitute a Change of Control; or

(2) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board; or

(3) Consummation by the Company of a reorganization, merger, consolidation or other business combination (any of the foregoing, a "Business Combination") of the Company or any Subsidiary of the Company with any other corporation, in any case with respect to which:

(i) the Outstanding Company Voting Securities outstanding immediately prior to such Business Combination do not, immediately following such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any ultimate parent thereof) more than 55% of the outstanding common stock and of the then outstanding voting securities entitled to vote generally in the election of directors of the resulting or surviving entity (or any ultimate parent thereof); or

(ii) less than a majority of the members of the board of directors of the resulting or surviving entity (or any ultimate parent thereof) in such Business Combination (the "New Board") consists of individuals ("Continuing Directors") who were members of the Incumbent Board (as defined in subparagraph (2) above) immediately prior to consummation of such Business Combination (excluding from Continuing Directors for this purpose, however, any individual whose election or appointment to the Board was at the request, directly or indirectly, of the entity which entered into the definitive agreement with the Company or any Subsidiary providing for such Business Combination); or

(4) (i) Consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, more than 55% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities as the case may be; or (ii) shareholder approval of a complete liquidation or dissolution of the Company.

The term "the sale or disposition by the Company of all or substantially all of the assets of the Company" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or of any Subsidiary (including the stock of any Subsidiary) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). The "fair market value of the Company" shall be the aggregate market value of the then Outstanding Company Common Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the shares of Outstanding Company Common Stock shall be determined by multiplying the number of shares of Outstanding Company Common Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of the shares of Outstanding Company Common Stock for the ten trading days immediately preceding the Transaction Date. The

aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Outstanding Company Common Stock or by such other method as the Board shall determine is appropriate.

(b) A "Potential Change of Control" shall be deemed to have occurred if an event set forth in either of the following subparagraphs shall have occurred:

(1) the Company or any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) publicly announces or otherwise communicates to the Board in writing an intention to take or to consider taking actions ( e.g. , a "bear hug" letter, an unsolicited offer or the commencement of a proxy contest) which, if consummated or approved by shareholders, as applicable, would constitute a Change of Control; or

(2) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) directly or indirectly, acquires beneficial ownership of 15% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities; provided, however, that Excluded Acquisitions shall not constitute a Potential Change of Control.

3. Employment Period .

(a) The Company hereby agrees to continue the Executive in its or its Affiliated Companies' employ, or both, as the case may be, and the Executive hereby agrees to remain in the employ of the Company, or its Affiliated Companies, or both, as the case may be, subject to the terms of this Agreement, for a period commencing on the Effective Date and ending on the third anniversary of such date (such period or, if shorter, the period from the Effective Date to the Date of Termination, is hereinafter referred to as the "Employment Period").

(b) Anything in this Agreement to the contrary notwithstanding, (x) if an Effective Date occurs (other than as a result of a Change of Control under Section 2(a)(1) or (2) above) and the Board adopts a resolution to the effect that the event or circumstance giving rise to the Effective Date no longer exists (including by reason of the termination or abandonment of the transaction contemplated by the definitive agreement referred to in clause (iv) of Section 1 hereof), the Employment Period shall terminate on the date the Board adopts such resolution, but this Agreement shall otherwise remain in effect, and (y) if a Change of Control occurs pursuant to Section 2(a)(3) or (4) above during the Employment Period, the Employment Period shall immediately extend to and end on the third anniversary of the date of such Change of Control (or, if earlier, to the Date of Termination) and a new Effective Date will be deemed to have occurred on the date of such Change of Control.

4. Position and Duties .

During the Employment Period, the Executive's status, offices, titles, and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not materially inconsistent with the Executive's status, offices, titles, and reporting requirements

as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 20 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes.

During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.

5. Compensation .

During the Employment Period, the Executive shall be compensated as follows:

(a) Annual Base Salary . The Executive shall be paid an annual base salary ("Annual Base Salary"), in equal biweekly installments or otherwise in accordance with the Company’s then-current payroll practice, at least equal to the annual rate of base salary being paid to the Executive by the Company and its Affiliated Companies as of the Effective Date. The Annual Base Salary shall be reviewed at least annually and shall be increased substantially consistent with increases in base salary generally awarded to other peer executives of the Company and its Affiliated Companies. Such increases shall in no event be less than the increases in the U.S. Department of Labor Consumer Price Index - U.S. City Average Index. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term "Annual Base Salary" as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(b) Annual Bonus . In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall be awarded, for each fiscal year ending during the Employment Period an annual cash bonus (the "Annual Bonus") equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year

in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions. If (A) as of the end of any fiscal year during the Employment Period the Executive is a “Covered Employee” as defined in Code Section 162(m), (B) Code Section 162(m) remains in effect as of the end of such fiscal year and as of such date is applicable to the payment of an Annual Bonus for such fiscal year and (C) the Executive participated for such fiscal year in an Annual Incentive Plan (as hereinafter defined), the Annual Bonus for such fiscal year shall be paid to the Executive pursuant to the Annual Incentive Plan, rather than in accordance with the first four sentences of this paragraph (b), in the amount, at the time and upon the other terms and conditions specified in such Annual Incentive Plan; provided, however, that if a Change of Control occurs before such payment is made, the Executive shall be paid, in lieu of such amount and on the date on which such Change of Control occurs, as follows: (A) as the Annual Bonus for such fiscal year, an amount equal to the greater of (x) the maximum amount payable to the Executive under the Annual Incentive Plan for such fiscal year assuming achievement thereunder of the Corporate Performance Objective (as hereinafter defined) for such fiscal year and (y) the maximum amount payable in accordance with the first four sentences of this paragraph (b) and (B) as Annual Bonuses for all prior fiscal years ended during the Employment Period, an amount equal to the aggregate amount, if any, by which the maximum amount otherwise payable in accordance with the first four sentences of this paragraph (b) for all such prior fiscal years exceeds the aggregate amount of all Annual Bonuses previously paid to the Executive for such prior fiscal years pursuant to the Annual Incentive Plan or otherwise under this paragraph (b). If, as of the end of any fiscal year for which an Annual Bonus is payable pursuant to this paragraph (b), the Executive is not, and at any time during the three full fiscal years preceding such date was not, a “Covered Employee” as defined in Section 162(m), the Executive shall be paid the Annual Bonus for such fiscal year in accordance with the first four sentences of this paragraph (b); provided, however, that the amount of the Annual Bonus so paid to the Executive shall be reduced by the amount, if any, of the annual cash bonus paid to the Executive for such fiscal year pursuant to an Annual Incentive Plan. For purposes of this paragraph (b), “Annual Incentive Plan” means an annual cash incentive compensation plan of the Company that (x) is intended to result in, and, in the opinion of a nationally reputable law firm having significant experience with Code Section 162(m), does result in, the payment of qualified performance-based compensation for purposes of Code Section 162(m) (assuming solely for this purpose achievement of the Corporate Performance Objective to which the payment of such compensation is subject), (y) conditions the payment of all compensation pursuant thereto on the achievement of a Corporate Performance Objective that is generally applicable to all participants in such plan, and (z) is administered, and includes a Corporate Performance Objective that is selected, in a manner that is consistent in all material respects with past practice as applied to the most

recent annual cash incentive compensation plan of the Company that was in effect prior to the date of this Agreement (December 31, 2009) for which the applicable Corporate Performance Objective was achieved. For purposes of this Agreement, the “Corporate Performance Objective” to which any payment of compensation is subject shall mean the objective performance objective which is selected and established by the Compensation Committee of the Board for purposes of making such payment fully deductible for federal income tax purposes pursuant to Code Section 162(m).

(c) Long Term Incentive Compensation . During the Employment Period, the Executive shall be entitled to participate in all incentive compensation plans, practices, policies, and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with incentive opportunities and potential benefits, both as to amount and percentage of compensation, less favorable, in the aggregate, than those provided by the Company and its Affiliated Companies for the Executive under the NextEra Energy, Inc. Amended and Restated Long Term Incentive Plan (including, without limitation, performance share awards, stock option grants and restricted stock awards), or other plan providing for the grant of equity compensation for executive officers, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.

(d) Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliated Companies for the Executive under such plans, practices, policies, and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.

In addition, during the Employment Period the Executive shall be entitled under this Agreement to the Payment in Lieu of Lost Future Benefits described in Annex A attached hereto and made a part hereof by this reference (“Payment in Lieu of Lost Future Benefits”). The vesting of such Payment in Lieu of Lost Future Benefits shall be determined in accordance with Section 8 of this Agreement. The payment of such amount shall be determined in accordance with Section 8 of this Agreement, to the extent the ability to make such payment under Section 8 is consistent with the limitations of Code Section 409A and the terms of the Company’s Supplemental Executive Retirement Plan.

To the extent that the payment of this amount pursuant to Section 8 would be inconsistent with the limitations of Code Section 409A or the terms of the Company’s Supplemental Executive Retirement Plan, the payment of this amount described in Annex A shall be made under the terms of the Company’s Supplemental Executive Retirement Plan, pursuant to the provisions therein relating to post-2005 accrued benefits that are subject to Code Section 409A.

(e) Benefit Plans . During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under

welfare benefit plans, practices, policies, and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, executive medical, annual executive physical, prescription, dental, vision, short-term disability, long-term disability, executive long-term disability, salary continuance, employee life, group life, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies, and programs in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.

(f) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices, and procedures of the Company and its Affiliated Companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies. The payment of such reimbursements shall be made within thirty (30) days after submission of requests for reimbursement in accordance with applicable policies and procedures of the Company. Notwithstanding anything to the contrary in this Section 5(f) or elsewhere, reimbursement of expenses will be made consistent with the Company’s Expense Reimbursement Policy, which is intended to comply with the requirements of Code Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(iv).

(g) Fringe Benefits . During the Employment Period, the Executive shall be entitled to fringe benefits, including but not limited to those described in Section 8(a)(5), in accordance with the most favorable plans, practices, programs, and policies of the Company and its Affiliated Companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.

(h) Office and Support Staff . During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and its Affiliated Companies at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.

(i) Vacation . During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs, and practices of the Company and its Affiliated Companies as in effect for the Executive at any time during the 90‑day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies. In addition to, and notwithstanding anything to the contrary in, the preceding sentence, any unused vacation days shall be carried over from year to year.

6. Change of Control .

(a) Benefits Upon Change of Control . If, as of the date of a Change of Control which occurs during the Employment Period (including on the Effective Date), the Executive is employed by the Company or one of its Affiliated Companies, then as of such date:

(1) 50% of each outstanding performance stock-based award granted to the Executive shall become fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; payment of each such vested award shall be made to the Executive, in the form described below, as soon as practicable following such Change of Control consistent with Code Section 409A; and the remainder of each such award shall remain outstanding (on a converted basis, if applicable) and shall remain subject to the terms and conditions of the plan under which such award was granted, as well as the terms and conditions of this Agreement; and

(2) all other outstanding stock-based awards granted to the Executive shall be fully vested and earned; and

(3) any outstanding option, stock appreciation right, and other outstanding award in the nature of a right that may be exercised that was granted to the Executive and which was not previously exercisable and vested shall become fully exercisable and vested; and

(4) the restrictions and forfeiture conditions applicable to any outstanding award granted to the Executive under an incentive compensation plan, practice, policy or program shall lapse and such award shall be deemed fully vested.

If as a result of the Change of Control, the Outstanding Company Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the underlying awards described in subparagraphs (1), (2) and, with respect to stock-based awards, (4) hereof shall, to the maximum extent practicable, be made in the same form. If a Change of Control occurs and Company shareholders do not, as a group, receive consideration in connection with such Change of Control, then payment in respect of awards described in subparagraphs (1),(2) and, with respect to stock-based awards, (4) hereof shall be made in cash based on the average closing price of the shares of Outstanding Company Common Stock for the 20 trading days immediately preceding the date of the Change of Control.

(b) Benefits Upon First Anniversary of Change of Control . If the Executive has remained employed by the Company or one of its Affiliated Companies from the date of a Change of Control which occurs during the Employment Period (including on the Effective Date) to the date of the first anniversary of such Change of Control, the performance stock-based awards outstanding immediately prior to such Change of Control that did not become vested and earned at the time of such Change of Control pursuant to Section 6(a)(1) shall become vested and earned as of such first anniversary date and payment in respect of such awards shall be made as soon as practicable following such date, but in no event later than the 15th day of the third month following the end of the first taxable year in which the right to such payment arises. The deemed level of achievement with respect to such awards, as well as

the form of payment thereof, shall be as described in paragraph (a) above.

7. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 15(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).

(b) Cause . The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) repeated violations by the Executive of the Executive's obligations under Section 4 of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or (ii) the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

(c) Good Reason . The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

(1) any failure by the Company to comply with the provisions of Section 4 of this Agreement, including without limitation, the assignment to the Executive of any duties and responsibilities that are materially inconsistent with the Executive's status, offices, titles, and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date, but excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive;

(2) any failure by the Company to comply with any of the provisions of Sections 5 or 6 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(3) the Company's requiring the Executive to be based at any office or location other than that described in Section 4 hereof;

(4) any purported termination by the Company of the Executive's employment other than as

expressly permitted by this Agreement; or

(5) any failure by the Company to comply with and satisfy Section 14(c) of this Agreement, provided that such successor has received at least ten days prior written notice from the Company or the Executive of the requirements of Section 14(c) of the Agreement.

For purposes of this Section 7(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive.

(d) Notice of Termination . Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen calendar days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any facts or circumstances which contribute to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such facts or circumstances in enforcing the Executive's or the Company's rights hereunder.

(e) Date of Termination . "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, and (iii) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.

8. Obligations of the Company upon Termination .

(a) Following a Change of Control: Good Reason; Other Than for Cause or Disability . If following a Change of Control and during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or death or the Executive terminates employment for Good Reason, then:

(1) the Company shall pay to the Executive in a lump sum in cash within 45 days after the Date of Termination the aggregate of the following amounts (such aggregate being hereinafter referred to as the "Special Termination Amount"):

(i) the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Annual Bonus in effect at such date and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (such amount to be paid in addition to and not in lieu of any Annual Bonus earned for such year), and (3) any

accrued vacation pay at the Annual Base Salary rate in effect as of the termination of employment, in each case to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), and (3) herein shall be called the "Accrued Obligations"); and

(ii) the amount equal to the product of (1) three, and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Executive's Annual Bonus in effect at such date; provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Company; and

(iii) a separate lump-sum equal to the greater of (1) the supplemental pension benefit described in Paragraph 1(b) of Annex A that the Executive would have been entitled to had his employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for three years and based upon his Projected Years of Service (as defined in Paragraph 2(a) of Annex A) and his Projected Age (as defined in Paragraph 2(b) of Annex A), or (2) the difference between (x) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the NextEra Energy Employee Pension Plan (or any successor plan thereto) (the "Pension Plan") during the 90-day period immediately preceding the Effective Date) of the benefit payable under the Pension Plan and all supplemental and/or excess retirement plans providing benefits for the Executive (“Supplemental Retirement Plans”) (other than the Payment in Lieu of Lost Future Benefits described in Annex A) including, but not limited to the Supplemental Pension Benefit as defined in the NextEra Energy, Inc. Supplemental Executive Retirement Plan (the “SERP”) which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for, and his age increased by, three years, assuming for this purpose that all accrued benefits are fully vested and that benefit accrual formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date, or, if more favorable to the Executive, as in effect generally at any time thereafter during the Employment Period with respect to other peer executives of the Company and its Affiliated Companies, and (y) the actuarial equivalent (utilizing for this purpose the actuarial assumptions utilized with respect to the Pension Plan during the 90-day period immediately preceding the Effective Date) of the Executive's actual benefits (paid or payable), if any, under the Pension Plan and the Supplemental Retirement Plans;

(iv) a separate lump-sum equal to the greater of (1) the supplemental matching contribution account described in Paragraph 1(c) of Annex A that the Executive would have been entitled to had his employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for three years and assuming that the Executive made After Tax Contributions (within the meaning of the NextEra Energy Employee Retirement Savings Plan or any successor plan thereto (the "Retirement Savings Plan")) and Pretax Contributions (within the meaning of the Retirement Savings Plan) to the Retirement Savings Plan at the highest permissible rate (disregarding any limitations imposed by the Code) following the Date of Termination, or (2) the difference between (x) the value of the Company Account (as defined in the Retirement Savings Plan) and any other matching contribution accounts (including, but not limited to the Supplemental Matching Contribution Account (as defined in the SERP)) under the Supplemental Retirement Plans (other than the Payment in Lieu of Lost Future

Benefits described in Annex A) which the Executive would receive if (A) the Executive's employment continued at the compensation level provided for in Sections 5(a) and 5(b) of this Agreement for three years, (B) the Executive made pre- and after-tax contributions at the highest permissible rate (disregarding any limitations imposed by the Code, which may or may not be set forth in the Retirement Savings Plan) for three years, (C) the Company Account and the matching contribution accounts are fully vested, and (D) the matching contribution formulas are no less advantageous to the Executive than those in effect during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time during the remainder of the Employment Period with respect to other peer executives of the Company and its Affiliated Companies, and (y) the actual value of the Executive's Company Account and matching contribution accounts (paid or payable), if any, under the Retirement Savings Plan and the Supplemental Retirement Plans; and

(v) if the Change of Control hereunder is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) including, without limitation, compensation, bonus, incentive compensation or awards deferred under the NextEra Energy, Inc. Deferred Compensation Plan or incentive compensation or awards deferred under the FPL Group, Inc. Long-Term Incentive Plan of 1985, the FPL Group, Inc. Long-Term Incentive Plan of 1994, or pursuant to any individual deferral agreement; provided that, for the avoidance of doubt, if the Change of Control hereunder is not any such event within the meaning of Code Section 409A, payment of the foregoing amounts shall be made as soon practicable consistent with Code Section 409A;

(2) the Company shall provide the Executive, if such termination occurs prior to the first anniversary of the Change of Control, with the vested and earned awards that the Executive would have received pursuant to Section 6(b) hereof had the Executive remained employed to the first anniversary of the Change of Control;

(3) Subject to the provisions of this paragraph (3):

(A) a pro rata portion of each outstanding performance stock-based award granted to the Executive on or after the date of the Change of Control shall be fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; and

(B) a pro rata portion of each other outstanding stock-based award granted to the Executive on or after the date of the Change of Control shall be fully vested and earned;

(C) a pro rata portion of each outstanding option, stock appreciation right, and other award in the nature of a right that may be exercised that was granted to the Executive on or after the date of the Change of Control and which was not

previously exercisable and vested shall become fully exercisable and vested; and

(D) the restrictions and forfeiture conditions applicable to any outstanding award granted to the Executive on or after the date of the Change of Control under an incentive compensation plan, practice, policy or program shall lapse and a pro rata portion of such award shall be deemed fully vested and earned.

In determining the pro rata portion of an award that shall become fully vested and earned or fully vested and exercisable pursuant to this paragraph (3), an Executive shall be deemed to have remained employed to the end of the Employment Period (determined without regard to his earlier termination of employment). Anything to the contrary notwithstanding, an award shall not become vested and earned or vested and exercisable hereunder (and instead shall be cancelled) to the extent that pursuant to Section 6 or Section 8(a)(2) hereof, a similar predecessor award in respect of the same performance or vesting period shall have become vested and earned, shall have become vested and exercisable or shall have been paid. Payment in respect of the underlying awards described in subparagraphs (A), (B) and (D) hereof shall be made in the shares to which such awards relate if such shares are then admitted for trading on a national securities exchange or are then admitted for quotation on a national quotation system as soon as practicable following the Date of Termination, but in no event later than the 15th day of the third month following the end of the first taxable year in which the right to such payment arises. If such shares are not so admitted, payment in respect of the underlying awards described in subparagraphs (A), (B) and (D) hereof shall be made in cash based on the fair market value of the shares (as determined by the board of directors of the issuer of such shares in good faith) to which such awards relate. Any portion of an award that does not become vested and earned or vested and exercisable pursuant to this paragraph (3) shall be cancelled as of the Date of Termination.

(4) for a three year period commencing on the Date of Termination (the "Continuation Period"), or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Sections 5(e) and 5(g) of this Agreement if the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliated Companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Continuation Period and to have retired on the last day of such period. In addition to, and notwithstanding anything to the contrary in, the foregoing provisions of this paragraph (4), and to the extent that the benefit referred to in this sentence is more favorable to the Executive than the benefit conferred by the foregoing provisions of this paragraph (4), upon termination of employment, the Executive shall be entitled without limitation as to period to enroll in Access Only Benefits, as defined in the Retiree Benefits Plan for Employees of NextEra Energy, Inc., as amended and restated effective January 1, 2008 (the “Retiree Benefits Plan”), or in a comparable medical benefits arrangement, if the Executive satisfies the eligibility requirements

as stated in Appendix B to the Retiree Benefits Plan as in effect as of December 12, 2008, even if Access Only Benefits, or comparable medical benefits, are no longer being provided to other employees of the Company; provided, that such medical benefits shall be provided to the Executive to the extent that such coverage is available under the Company’s health, dental and vision plans or can be obtained on commercially reasonable terms;

(5) for the remainder of the Continuation Period and to the extent previously paid for or provided by the Company or its Affiliated Companies, the Company shall continue to provide the following, consistent with the Company’s Expense Reimbursement Policy, which is intended to comply with the requirements of Code Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(iv):

(A) social and business club memberships to the Executive (as in effect immediately prior to the Date of Termination);

(B) use, maintenance, insurance, and repair of the company car that is in the possession of the Executive, until the earlier of the end of the lease term or the end of the Continuation Period, at which time the Executive may purchase such car (in accordance with the Company’s then-existing executive car program). The Company shall replace the company car in the Executive's possession on the Effective Date with a new company car at such time(s) as provided under the Company car policy applicable to other peer executives, but in no case less frequently than the Company car policy in effect during the 90-day period immediately preceding the Effective Date;

(D) communication equipment such as a car and/or cellular phone, and home or laptop computer until the end of the Continuation Period, at which time the Executive may purchase such equipment;

(E) security system at the Executive's residence, and the related monitoring and maintenance fees; and

(F) up to $800 annually for personal excess liability insurance coverage;

To the extent that any of these benefits is determined to be deferred compensation subject to Code Section 409A (and ineligible for any exception from the application of Code Section 409A), payment shall not be made prior to, and shall, if necessary, be deferred to and paid (with interest using 120% of the applicable federal long-term rate, with compounding, as prescribed under Code Section 1274(d)) on the first day of the seventh month following the date on which the Executive experiences a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)).

(6) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement or otherwise under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies, but excluding solely for purposes of this Section 8(a)(6) (and subsequent sections hereof which make reference to payments of

amounts or benefits described in this Section 8(a)(6)) amounts waived by the Executive pursuant to Section 8(a)(1)(ii); and

(7) the Company shall provide the Executive with the following benefits consistent with the Company’s Expense Reimbursement Policy, which is intended to comply with the requirements of Code Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(iv):

(A) If the Executive is required to move his primary residence in order to pursue other business opportunities during the Continuation Period, the Company shall reimburse the Executive for all such relocation expenses incurred during the Employment Period (not in excess of $10,000) that are not reimbursed by another employer, including, without limitation, assistance in selling the Executive's home and all other assistance and benefits that were customarily provided by the Company to transferred executives prior to the Effective Date;

(B) If the Executive retains counsel or an accounting firm in connection with the taxation of payments made pursuant to Section 11 of this Agreement, the Company shall reimburse the Executive for such reasonable legal and/or accounting fees and disbursements (not in excess of $15,000);

(C) The Company shall continue to pay the Executive's Annual Base Salary during the pendency of a dispute over his termination. However, such amounts shall not be paid to the Executive prior to, and shall, if necessary, be deferred to and paid (with interest at 120% of the applicable federal long-term rate, with compounding as prescribed under Code Section 1274(d)) on the first day of the seventh month following the date on which the Executive experiences a separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)). Amounts paid under this subsection are in addition to all other amounts due under this Agreement (other than those due under Section 5(a) hereof) and shall not be offset against or reduce any other amounts due under this Agreement; and

(D) The Company shall provide the Executive with outplacement services commensurate with those provided to terminated executives of comparable level made available through and at the facilities of a reputable and experienced vendor.

Notwithstanding the foregoing, the benefits described in paragraphs (A),(B) and (D) above are limited to expenses incurred no later than the end of the second calendar year following the Executive’s termination, and the reimbursements will be made timely upon receipt of the Executive’s request for payment (but in no event later than the third year following such termination).

(b) Following An Effective Date and Prior to a Change of Control: Good Reason; Other Than for Cause or Disability . If, following an actual Effective Date ( i.e. , not a Deemed Effective Date) and prior to a Change of Control, the Company terminates the Executive's employment during the Employment Period other than for Cause or Disability or death or the Executive terminates employment for Good Reason, then:

(1) the Company shall provide the Executive with the payments and benefits described under Sections 8(a)(1), (4), (5), (6) and (7);

(2) the Company shall provide the Executive with the benefits the Executive would have received under Section 6(a) hereof as if a Change of Control had occurred immediately prior to the Date of Termination, except that, for purposes of Section 6(a)(1), (i) 100% of each outstanding performance stock-based award granted to the Executive which is outstanding immediately prior to the Date of Termination shall become fully vested and earned and (ii) payment shall be made in the form contemplated by the terms of the award.

(c) Deemed Effective Date . If the Executive's employment terminates under circumstances described in the second sentence of Section 1 hereof, then:

(1) the Company shall provide the Executive with the payments and benefits described under Sections 8(a)(1), (4), (5), (6) and (7); and

(2) a pro rata portion of each outstanding performance stock-based award granted to the Executive shall be fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Date of Termination occurs; payment in respect of such award shall be made at the time and in the manner provided under the plan pursuant to which such award was granted; and the remainder of the award shall be cancelled, subject, however, to the provisions of this paragraph (c);

(3) a pro rata portion of each other outstanding stock-based award granted to the Executive shall be fully vested and earned; payment in respect of such award shall be made at the time and in the manner provided under the plan pursuant to which such award was granted; and the remainder of the award shall be cancelled, subject, however, to the provisions of this paragraph (c);

(4) a pro rata portion of each outstanding option, stock appreciation right, and each other outstanding award in the nature of a right that may be exercised that was granted to the Executive and which was not previously exercisable and vested shall become fully exercisable and vested; and the remainder of each such award shall be cancelled, subject, however, to the provisions of this paragraph (c); and

(5) the restrictions and forfeiture conditions applicable to a pro rata portion of any outstanding award granted to the Executive under an incentive compensation plan, practice, policy or program shall lapse; such portion shall be deemed fully vested; and the remainder of each such award shall be cancelled, subject, however, to the provisions of this paragraph (c).

For purposes of this Section 8 (c), pro ration of the foregoing awards shall be determined in accordance with the past practice of the Company generally applicable to peer executives whose employment had been involuntarily terminated.

Notwithstanding cancellation of awards hereunder, if a Change of Control occurs following the Date of Termination and the Board determines in good faith prior to the Change of Control that there is a reasonable relationship between the Change of Control and the events or circumstances surrounding the

Executive's termination, then the Company shall pay to the Executive, on the 60th day following the Change of Control, a lump sum cash amount (determined by the Board in good faith) which, when added to the value received by the Executive under the provisions of clauses (2)-(5) above, will provide to Executive an aggregate value equal to the aggregate value that would have been provided to the Executive under Section 6(a) and Section 8(a)(2) hereof had the Executive remained employed to the date of the Change of Control and been involuntarily terminated without Cause immediately thereafter.

Notwithstanding anything in Section 8(b) or in this Section 8(c) to the contrary, if (A) the Executive was at any time during a Performance Period which has not ended prior to the Date of Termination, a “Covered Employee” as defined by Code Section 162(m) and (B) Code Section 162(m) remains in effect as of the Date of Termination and as of such date is applicable to the element of compensation (including, without limitation, annual cash bonus, performance shares and restricted stock) contemplated for payment or vesting, in each case, as described in Section 8(b) or in this Section 8(c), no such element of compensation to which the Executive shall otherwise be entitled pursuant to Section 8(b) or this Section 8(c) that is intended to constitute and, in the opinion of a nationally reputable law firm having significant experience with Code Section 162(m), absent the Executive’s termination, would have constituted, qualified performance-based compensation for purposes of Code Section 162(m) (assuming, solely for this purpose, that the Corporate Performance Objective to which the payment or vesting of such element of compensation is subject had been achieved) shall be paid or shall vest unless and until the earlier of (i) the date on which a Change of Control occurs, but only if such delay in payment or vesting of such element of compensation is necessary for prior payments or vesting of compensation to or for the benefit of the Executive to continue to constitute qualified performance-based compensation for purposes of Code Section 162(m), or (ii) the date on which the Compensation Committee of the Board shall have certified achievement of the Corporate Performance Objective to which the payment or vesting of such element of compensation is subject, but only if such delay in payment or vesting of such element of compensation is necessary for prior payments or vesting of compensation to or for the benefit of the Executive to continue to constitute qualified performance-based compensation for purposes of Code Section 162(m). For purposes of this Section 8(c), “Performance Period” means a period of service for which the Compensation Committee of the Board has established a Corporate Performance Objective and for which the Company intends to pay qualified performance-based compensation for purposes of Code Section 162(m) if such Corporate Performance Objective is achieved.

(d) Death . Upon the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations, the Payment in Lieu of Lost Future Benefits described in Annex A, and the timely payment or provision of the benefits described in Sections 8(a)(4) and 8(a)(6) (the "Other Benefits"). All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits shall be paid to the Executive's Beneficiary (within the meaning of the SERP) under the terms set forth in, and pursuant to the elections made under, the SERP. The term "Other Benefits" as utilized in this Section 8(d) shall include, without limitation, and the Executive's family shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and any of its Affiliated Companies to surviving families of peer executives of the Company and such Affiliated Companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect with respect to other peer executives and their families at any time

during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its Affiliated Companies and their families.

(e) Disability . If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations, the Payment in Lieu of Lost Future Benefits described in Annex A, and the timely payment or provision of Other Benefits (as defined in Section 8(d)). All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP. The term "Other Benefits" as utilized in this Section 8(e) shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.

(f) Cause; Other Than for Good Reason . If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations, the Payment in Lieu of Lost Future Benefits, if any, described in Annex A to the extent the Executive is vested in his benefits under the Pension Plan, and the timely payment or provision of benefits pursuant to the last sentence of Section 8(a)(4) and Section 8(a)(6). In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits, if any, shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP.

(g) Payment Schedule . Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and (ii) if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts

deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).

9. Non-Exclusivity of Rights .

Except as otherwise expressly provided for in this Agreement, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement and consistent with Code Section 409A.

10. Full Settlement .

The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as otherwise expressly provided for in this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay, to the fullest extent permitted by law (but only to the extent consistent with Code Section 409A), all legal fees and expenses which the Executive may reasonably incur at all stages of proceedings, including, without limitation, preparation and appellate review, as a result of any contest (regardless of whether formal legal proceedings are ever commenced and regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

11. Parachute Payments .

(a) Anything in any section of this Agreement other than this Section 11 to the contrary notwithstanding, in the event it shall be determined that any Payment (as hereinafter defined) would be subject to the Excise Tax (as hereinafter defined), the right to receive any Payment under this Agreement shall be reduced if but only if:

(i) such right to such Payment, taking into account all other Payments to or for Participant,

would cause any Payment to the Participant under this Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect; and

(ii) as a result of receiving a parachute payment and paying any applicable tax (including Excise Tax) thereon, the aggregate after-tax amounts received by the Participant from the Company under this Agreement and all Payments would be less than the maximum after-tax amount that could be received by Participant without causing any such Payment to be considered a parachute payment.

In the event that the receipt of any such right to Payment under this Agreement, in conjunction with all other Payments, would cause the Participant to be considered to have received a parachute payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount.

To the extent that the payment of any compensation or benefits to Executive from the Company is required to be reduced by this Section 11, such reduction shall be implemented by determining the “Parachute Payment Ratio” (as hereinafter defined) for each parachute payment and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio.

(b) Definitions . The following terms shall have the following meanings for purposes of this Section 11.

(i) “ Excise Tax ” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

(ii) “ Parachute Payment Ratio ” shall mean a fraction the numerator of which is the value of the applicable parachute payment for purposes of Section 280G of the Code and the denominator of which is the intrinsic value of such parachute payment.

(iii) “ Parachute Value ” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(iv) A “ Payment ” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(v) The “ Safe Harbor Amount ” means 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

12. Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts of the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 12 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

13. Indemnification . The Company will, to the fullest extent permitted by law, indemnify the Executive in accordance with the terms of Article VI of the Company’s bylaws as in effect on the date hereof, a copy of which Article VI is attached to this Agreement as Annex B and made a part hereof by this reference. This indemnification provision shall survive the expiration or other termination of this Agreement.

14. Successors .

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

15. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid,

addressed as follows:

If to the Executive:

Eric E. Silagy

[address]

If to the Company:

NextEra Energy, Inc.

700 Universe Boulevard

Juno Beach, Florida 33408

Attention: Chairman & Chief Executive Officer

or such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 7(c)(1)-(5) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under this Agreement or any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, prior to the Effective Date, the Executive’s employment may be terminated by either the Executive or the Company at any time. Moreover, except as provided herein in the case of a Deemed Effective Date, if prior to the Effective Date, (i) the Executive's employment with the Company terminates, or (ii) there is a diminution in the Executive's position (including status, offices, titles, and reporting requirements), authority, duties, and responsibilities with the Company or its Affiliated Companies, then the Executive shall have no rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, and in furtherance but not in limitation of this, the Executive hereby waives the right to receive any amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under the circumstances contemplated hereby under any severance plan, policy or arrangement of the Company.

(g) The Executive and the Company acknowledge that this Agreement contains the full and

complete expression of the rights and obligations of the parties with respect to the matters contained in the Agreement. This Agreement supersedes any and all other agreements, written or oral, made by the parties with respect to the matters contained in the Agreement.

Notwithstanding anything herein to the contrary, and except in the case of death, it shall be a condition to the Executive receiving any payments or benefits under this Agreement that the Executive shall have (a) executed and delivered to the Company a release of claims against the Company, such release to be in the Company’s then standard form of release; and (b) executed and delivered to the Company resignations of all officer and director positions the Executive holds with the Company or its Affiliated Companies, in each case no later than forty-five (45) days after the Date of Termination unless there is a genuine dispute as to the Executive’s substantive rights under this Agreement within the meaning of Treasury Regulation 1.409A-3(g) (or any successor provision).

The Executive and the Company acknowledge that the benefits and payments provided under this Agreement are intended to comply fully with the requirements of Code Section 409A. This Agreement shall be construed and administered as necessary to comply with Code Section 409A and shall be subject to amendment in the future, in such a manner as the Company may deem necessary or appropriate to attain compliance; provided, however, that any such amendment shall provide the Executive with benefits and payments that are substantially economically equivalent to the benefits and payments that would have been made to the Executive absent such amendment and the requirements of Code Section 409A.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused Executive Retention Employment Agreement to be executed in its name on its behalf, all as of May 2, 2012.



	EXECUTIVE


By	ERIC E. SILAGY
	Eric E. Silagy



	NEXTERA ENERGY, INC.


By	LEWIS HAY, III
	Lewis Hay, III
	Chairman & Chief Executive Officer

ANNEX A

TO THE

EXECUTIVE RETENTION EMPLOYMENT AGREEMENT

PAYMENT IN LIEU OF LOST FUTURE BENEFITS

(1) Payment in Lieu of Lost Future Benefits.

(a) In General. The Payment in Lieu of Lost Future Benefits to which the Executive shall be entitled under this Agreement shall be (i) the supplemental pension benefit described in Paragraph 1(b) of this Annex A, and (ii) the supplemental matching contribution account described in Paragraph 1(c) of this Annex A.

(b) Supplemental Pension Benefit. The "supplemental pension benefit" shall be the greater of (i) the supplemental cash balance accrued benefit described in Paragraph 1(b)(1) of this Annex A, or (ii) the supplemental unit credit accrued benefit described in Paragraph 1(b)(2) of this Annex A.

(1) The "supplemental cash balance accrued benefit" is the difference, if any, between (A) and (B) where:

(A) is the benefit to which the Executive would be entitled under the Pension Plan as in effect immediately prior to the Change of Control or, if more favorable to the Executive, as in effect generally at any time thereafter during the Employment Period with respect to other peer executives of the Company and its Affiliated Companies, expressed in the normal form of benefit, if such benefit was computed (i) as if benefits under such plan were based upon the Executive's Bonus Compensation (within the meaning of the SERP as in effect immediately prior to the Change of Control), (ii) without the annual compensation limitation imposed by Code Section 401(a)(17), and (iii) without the restrictions or the limitations imposed by Code Section 415(b); and

(B) is the sum of the benefits payable to the Executive under the Pension Plan and the Supplemental Retirement Plans, expressed in the normal form of benefit.

(2) The "supplemental unit credit accrued benefit" is the difference, if any, between (A) and (B) where:

(A) is the benefit to which the Executive would be entitled under the Prior Pension Plan (within the meaning of the Supplemental Retirement Plans as in effect immediately prior to the Change of Control) (provided that the Executive was actually a participant in the Prior Pension Plan), expressed in the normal form of benefit, if such benefit was computed (i) as if benefits under such plan were based upon the Executive's Bonus Compensation, (ii) without the annual compensation limitation imposed by

Code Section 401(a)(17), and (iii) without the restrictions or the limitations imposed by Code Section 415(b); and

(B) is the sum of the benefits payable to the Executive under the Pension Plan and the Supplemental Retirement Plans, expressed in the normal form of benefit.

(c) Supplemental Matching Contribution Account. The "supplemental matching contribution account" shall be an account that is credited annually with (i) supplemental matching contributions described in Paragraph 1(c)(1) of this Annex A, and (ii) theoretical earnings described in Paragraph 1(c)(2) of this Annex A.

(1) "Supplemental matching contributions" shall be for each year ending on or prior to the Effective Date in which the Executive participated in the Supplemental Retirement Plans and for each year ending after the Effective Date in which the Executive performs services for the Company or its Affiliated Companies the difference, if any, between (A) and (B) where:

(A) is the matching contribution allocation for such year to which the Executive would be entitled under the Retirement Savings Plan as in effect immediately prior to the Change of Control or, if more favorable to the Executive, as in effect generally at any time thereafter during the Employment Period with respect to other peer executives of the Company and its Affiliated Companies if such allocation were computed (i) as if the matching contribution allocation under such plan was based upon the Executive's Bonus Compensation, (ii) without the annual compensation limitation imposed by Code Section 401(a)(17), (iii) without the restrictions or the limitations imposed by Code Section 415(c), and (iv) as if he made After Tax Contributions (within the meaning of the Retirement Savings Plan) and Pretax Contributions (within the meaning of the Retirement Savings Plan) at the same percentage of Bonus Compensation as he made such contributions to the Retirement Savings Plan for such years; and

(B) is the sum of the matching contributions allocated or credited to the Executive under the Retirement Savings Plan and the Supplemental Retirement Plans for such year.

(2) "Theoretical earnings" shall be the income, gains and losses which would have been credited on the Executive's supplemental matching contribution account balance if such account were invested in the Company Stock Fund (within the meaning of the Retirement Savings Plan) offered as a part of the Retirement Savings Plan.

(2) Construction and Definitions.

Unless defined below or otherwise in this Annex A, all of the capitalized terms used in this Annex A shall have the meanings assigned to them in this Agreement:

(a) "Projected Years of Service" shall mean the Years of Service (within the meaning of the SERP as in effect immediately prior to the Change of Control). Notwithstanding the foregoing and except in the event the Executive terminates employment during the Employment Period other than for Good Reason, in determining the Executive's Years of Service, in addition to his actual Years of Service he shall be treated as if his employment terminated on the later of the third anniversary of the Date of Termination or the last day of the Employment Period.

(b) "Projected Age" shall mean the age that the Executive will have attained on the later of the third anniversary of the Date of Termination or the last day of the Employment Period, except that in the event the Executive terminates employment during the Employment Period other than for Good Reason, "Projected Age" shall mean the age of the Executive on the Date of Termination.

ANNEX B

TO THE

EXECUTIVE RETENTION EMPLOYMENT AGREEMENT

NEXTERA ENERGY, INC. AMENDED AND RESTATED BYLAWS

ARTICLE VI. INDEMNIFICATION/ADVANCEMENT OF EXPENSES

Section 1. Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or was or is called as a witness or was or is otherwise involved in any Proceeding in connection with his or her status as an Indemnified Person, shall be indemnified and held harmless by the Company to the fullest extent permitted under the Florida Business Corporation Act (the "Act"), as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment). Such indemnification shall cover all expenses incurred by an Indemnified Person (including, but not limited to, attorneys' fees and other expenses of litigation) and all liabilities and losses (including, but not limited to, judgments, fines, ERISA or other excise taxes or penalties and amounts paid or to be paid in settlement) incurred by such person in connection therewith.

Notwithstanding the foregoing, except with respect to indemnification specified in Section 3 of this Article VI, the Company shall indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such person only if authorization for such Proceeding (or part thereof) was not denied by the board of directors of the Company prior to 60 days after receipt of notice thereof from such person.

For purposes of this Article VI:

(i) a "Proceeding" is an action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom;

(ii) an "Indemnified Person" is a person who is, or who was (whether at the time the facts or circumstances underlying the Proceeding occurred or were alleged to have occurred or at any other time), (A) a director or officer of the Company, (B) a director, officer or other employee of the Company serving as a trustee or fiduciary of an employee benefit plan of the Company, (C) an agent or non-officer employee of the Company as to whom the Company has agreed to grant such indemnity, or (D) serving at the request of the Company in any capacity with any entity or enterprise other than the Company and as to whom the Company has agreed to grant such indemnity.

Section 2. Expenses . Expenses, including attorneys' fees, incurred by an Indemnified Person in defending or otherwise being involved in a Proceeding in connection with his or her status as an Indemnified Person shall be paid by the Company in advance of the final disposition of such Proceeding, including any appeal therefrom, (i) in the case of (A) a director or officer, or former director or officer, of the Company or (B) a director, officer or other employee, or former director, officer or other employee, of the Company serving as a trustee or fiduciary of any employee benefit plan of the Company, upon receipt of an undertaking ("Undertaking") by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company; or (ii) in the case of any other Indemnified Person, upon such terms and as the board of directors, the chairman of the board or the president of the Company deems appropriate.

Notwithstanding the foregoing, in connection with a Proceeding (or part thereof) initiated by such person, except a Proceeding authorized by Section 3 of this Article VI, the Company shall pay said expenses in advance of final disposition only if authorization for such Proceeding (or part thereof) was not denied by the board of directors of the Company prior to 60 days after receipt of a request for such advancement accompanied by an Undertaking.

A person to whom expenses are advanced pursuant to this Section 2 shall not be obligated to repay such expenses pursuant to an Undertaking until the final determination of any pending Proceeding in a court of competent jurisdiction concerning the right of such person to be indemnified or the obligation of such person to repay pursuant to such Undertaking.

Section 3. Protection of Rights . If a claim for indemnification under Section 1 of this Article VI is not promptly paid in full by the Company after a written claim has been received by the Company or if expenses pursuant to Section 2 of this Article VI have not been promptly advanced after a written request for such advancement accompanied by an Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable), the Indemnified Person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that indemnification of the Indemnified Person is prohibited by law, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board of directors, independent legal counsel, or its shareholders) to have made a determination, if required, prior to the commencement of such action that indemnification of the Indemnified Person is proper in the circumstances, nor an actual determination by the Company (including its board of directors, independent legal counsel, or its shareholders) that indemnification of the Indemnified Person is prohibited, shall be a defense to the action or create a presumption that indemnification of the Indemnified Person is prohibited.

Section 4. Miscellaneous .

(i) Power to Request Service and to Grant Indemnification . The chairman of the board or the president or the board of directors may request any director, officer, agent or employee of the Company to serve as its representative in the position of a director or officer (or in a substantially similar capacity) of an entity or enterprise other than the Company, and may grant to such person indemnification by the Company as described in Section 1 of this Article VI.

(ii) Non-Exclusivity of Rights . The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter, bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The board of directors shall have the authority, by resolution, to provide for such indemnification of employees or agents of the Company or others and for such other indemnification of directors, officers, employees or agents as it shall deem appropriate.

(iii) Insurance Contracts and Funding . The Company may maintain insurance, at its expense,

to protect itself and any director, officer, employee or agent of or person serving in any other capacity with, the Company or another corporation, partnership, joint venture, trust or other enterprise (including serving as a trustee or fiduciary of any employee benefit plan) against any expenses, liabilities or losses, whether or not the Company would have the power to indemnify such person against such expenses, liabilities or losses under the Act. The Company may enter into contracts with any director, officer, agent or employee of the Company in furtherance of the provisions of this Article VI, and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect the advancing of expenses and indemnification as provided in this Article VI.

(iv) Contractual Nature . The provisions of this Article VI shall continue in effect as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person. This Article VI shall be deemed to be a contract between the Company and each person who, at any time that this Article VI is in effect, serves or served in any capacity which entitles him or her to indemnification hereunder and any repeal or other modification of this Article VI or any repeal or modification of the Act, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is an Indemnified Person, or advancement of expenses in connection with such Proceedings, then existing or arising out of events, acts or omissions occurring prior to such repeal or modification, including without limitation, the right to indemnification for Proceedings, and advancement of expenses with respect to such Proceedings, commenced after such repeal or modification to enforce this Article VI with regard to Proceedings arising out of acts, omissions or events arising prior to such repeal or modification.

(v) Savings Clause . If this Article VI or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, the Company shall nevertheless (A) indemnify each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and (B) advance expenses in accordance with Section 2 of this Article VI, in each case with respect to any Proceeding in connection with which he or she is an Indemnified Person, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated or held to be unenforceable and as permitted by applicable law.

Exhibit 10(c)



Appendix A2 Last Revised On: May 2, 2012
Name	Company	Pre-4/1/1997 Participant	Class A “Bonus SERP” Status	Double Basic Credits	Double Transition Credits
FRANCIS, SHAUN J. *	NextEra Energy, Inc		X ¹	X ¹
KELLIHER, JOSEPH T. *	NextEra Energy, Inc		X ¹	X ¹
MCGRATH, ROBERT L. ² *	NextEra Energy, Inc		X ¹	X ¹	X ¹
RODRIGUEZ, ANTONIO *	NextEra Energy, Inc	X
SIEVING, CHARLES E. *	NextEra Energy, Inc		X ¹	X ¹
SILAGY, ERIC E.	Florida Power & Light Company		X ¹	X ¹
CUTLER, PAUL I. *	NextEra Energy, Inc		X ¹
FROGGATT, CHRIS N. *	NextEra Energy, Inc		X ¹

¹ The Compensation Committee has expressly identified these items and acknowledged that they are subject to Internal Revenue Code Section 409A. In particular, these items include: (i) the additional deferred compensation provided by the designation of certain officers as Class A Executives, effective on or after January 1, 2006; and (ii) the additional deferred compensation set forth in SERP Amendment #4 to the Prior Plan (meaning amounts deferred by certain senior officers specified by the Compensation Committee who became participants in the SERP on or after April 1, 1997 at the rate of two times the basic credit and, to the extent applicable, the transition credit under the cash balance formula in the SERP for their pensionable earnings on or after January 1, 2006). Importantly, nothing in Amendment #4 to the Prior Plan, the SERP, Compensation Committee resolutions, or any other document shall be construed as subjecting to Code Section 409A any deferrals made under the SERP prior to January 1, 2005, except as expressly noted herein. ² Due to material modification of the SERP benefit pursuant to Executive Retention Employment Agreement entered into after December 31, 2004, no amount of the SERP benefit for Mr. McGrath is eligible for grandfathered treatment under Code Section 409A. * Executive Officer of NextEra Energy, Inc.

Exhibit 12(a)

NEXTERA ENERGY, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS ^(a)



	Six Months Ended June 30, 2012
	(millions of dollars)
Earnings, as defined:
Net income	$	1,068
Income taxes	399
Fixed charges included in the determination of net income, as below	574
Amortization of capitalized interest	12
Distributed income of equity method investees	15
Less: Equity in earnings of equity method investees	1
Total earnings, as defined	$	2,067

Fixed charges, as defined:
Interest expense	$	536
Rental interest factor	23
Allowance for borrowed funds used during construction	15
Fixed charges included in the determination of net income	574
Capitalized interest	60
Total fixed charges, as defined	$	634

Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends ^(a)	3.26

————————————


(a)	NextEra Energy, Inc. has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred stock dividends.

Exhibit 12(b)

FLORIDA POWER & LIGHT COMPANY AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS ^(a)



	Six Months Ended June 30, 2012
	(millions of dollars)
Earnings, as defined:
Net income	$	592
Income taxes	363
Fixed charges included in the determination of net income, as below	225
Total earnings, as defined	$	1,180

Fixed charges, as defined:
Interest expense	$	210
Rental interest factor	5
Allowance for borrowed funds used during construction	10
Total fixed charges, as defined	$	225

Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends ^(a)	5.24

————————————


(a)	Florida Power & Light Company has no preference equity securities outstanding; therefore, the ratio of earnings to fixed charges is the same as the ratio of earnings to combined fixed charges and preferred stock dividends.

Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification

I, James L. Robo, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2012 of NextEra Energy, Inc. (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 26, 2012

JAMES L. ROBO

James L. Robo

President and Chief Executive Officer

of NextEra Energy, Inc.

Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification

I, Moray P. Dewhurst, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2012 of NextEra Energy, Inc. (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 26, 2012

MORAY P. DEWHURST

Moray P. Dewhurst

Vice Chairman and Chief Financial Officer,

and Executive Vice President - Finance

of NextEra Energy, Inc.

Exhibit 31(c)

Rule 13a-14(a)/15d-14(a) Certification

I, James L. Robo, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2012 of Florida Power & Light Company (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 26, 2012

JAMES L. ROBO

James L. Robo

Chairman and Chief Executive Officer

of Florida Power & Light Company

Exhibit 31(d)

Rule 13a-14(a)/15d-14(a) Certification

I, Moray P. Dewhurst, certify that:


1.	I have reviewed this Form 10-Q for the quarterly period ended June 30, 2012 of Florida Power & Light Company (the registrant);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	July 26, 2012

MORAY P. DEWHURST

Moray P. Dewhurst

Executive Vice President, Finance

and Chief Financial Officer

of Florida Power & Light Company

Exhibit 32(a)

Section 1350 Certification

We, James L. Robo and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of NextEra Energy, Inc. (the registrant) for the quarterly period ended June 30, 2012 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.



Dated:	July 26, 2012



	JAMES L. ROBO
	James L. Robo President and Chief Executive Officer of NextEra Energy, Inc.



	MORAY P. DEWHURST
	Moray P. Dewhurst Vice Chairman and Chief Financial Officer, and Executive Vice President - Finance of NextEra Energy, Inc.

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

Exhibit 32(b)

Section 1350 Certification

We, James L. Robo and Moray P. Dewhurst, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Quarterly Report on Form 10-Q of Florida Power & Light Company (the registrant) for the quarterly period ended June 30, 2012 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.



Dated:	July 26, 2012



	JAMES L. ROBO
	James L. Robo Chairman and Chief Executive Officer of Florida Power & Light Company



	MORAY P. DEWHURST
	Moray P. Dewhurst Executive Vice President, Finance and Chief Financial Officer of Florida Power & Light Company