|
|
|
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
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
|
|
59-0247775
|
NextEra Energy, Inc. Yes
þ
No
o
Florida Power & Light Company Yes
þ
No
o
|
NextEra Energy, Inc. Yes
o
No
þ
Florida Power & Light Company Yes
o
No
þ
|
NextEra Energy, Inc. Yes
þ
No
o
Florida Power & Light Company Yes
þ
No
o
|
NextEra Energy, Inc. Yes
þ
No
o
Florida Power & Light Company Yes
þ
No
o
|
NextEra Energy, Inc.
|
Large Accelerated Filer
þ
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller Reporting Company
o
|
Florida Power & Light Company
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
Non-Accelerated Filer
þ
|
Smaller Reporting Company
o
|
Term
|
Meaning
|
AFUDC
|
allowance for funds used during construction
|
AFUDC - equity
|
equity component of AFUDC
|
AOCI
|
accumulated other comprehensive income
|
Bcf
|
billion cubic feet
|
capacity clause
|
capacity cost recovery clause, as established by the FPSC
|
CO
2
|
carbon dioxide
|
DOE
|
U.S. Department of Energy
|
Duane Arnold
|
Duane Arnold Energy Center
|
environmental clause
|
environmental cost recovery clause
|
EPA
|
U.S. Environmental Protection Agency
|
ERCOT
|
Electric Reliability Council of Texas
|
FERC
|
U.S. Federal Energy Regulatory Commission
|
Florida Southeast Connection
|
Florida Southeast Connection, LLC, a wholly owned NEER subsidiary
|
FPL
|
Florida Power & Light Company
|
FPSC
|
Florida Public Service Commission
|
fuel clause
|
fuel and purchased power cost recovery clause, as established by the FPSC
|
GAAP
|
generally accepted accounting principles in the U.S.
|
GHG
|
greenhouse gas(es)
|
IPO
|
initial public offering
|
ISO
|
independent system operator
|
ITC
|
investment tax credit
|
kW
|
kilowatt
|
kWh
|
kilowatt-hour(s)
|
Management's Discussion
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
MMBtu
|
One million British thermal units
|
mortgage
|
mortgage and deed of trust dated as of January 1, 1944, from FPL to Deutsche Bank Trust Company Americas, as supplemented and amended
|
MW
|
megawatt(s)
|
MWh
|
megawatt-hour(s)
|
NEE
|
NextEra Energy, Inc.
|
NEECH
|
NextEra Energy Capital Holdings, Inc.
|
NEER
|
NextEra Energy Resources, LLC
|
NEET
|
NextEra Energy Transmission, LLC
|
NEP
|
NextEra Energy Partners, LP
|
NEP OpCo
|
NextEra Energy Operating Partners, LP
|
NERC
|
North American Electric Reliability Corporation
|
Note __
|
Note __ to consolidated financial statements
|
NOx
|
nitrogen oxide
|
NRC
|
U.S. Nuclear Regulatory Commission
|
NYISO
|
New York ISO
|
O&M expenses
|
other operations and maintenance expenses in the consolidated statements of income
|
OCI
|
other comprehensive income
|
OTC
|
over-the-counter
|
OTTI
|
other than temporary impairment
|
PJM
|
PJM Interconnection, L.L.C.
|
PMI
|
NextEra Energy Marketing, LLC
|
Point Beach
|
Point Beach Nuclear Power Plant
|
PTC
|
production tax credit
|
PUCT
|
Public Utility Commission of Texas
|
PURPA
|
Public Utility Regulatory Policies Act of 1978, as amended
|
PV
|
photovoltaic
|
Recovery Act
|
The American Recovery and Reinvestment Act of 2009, as amended
|
regulatory ROE
|
return on common equity as determined for regulatory purposes
|
RFP
|
request for proposal
|
ROE
|
return on common equity
|
RPS
|
renewable portfolio standards
|
RTO
|
regional transmission organization
|
Sabal Trail
|
Sabal Trail Transmission, LLC, an entity in which a NEER subsidiary has a 42.5% ownership interest
|
Seabrook
|
Seabrook Station
|
SEC
|
U.S. Securities and Exchange Commission
|
SO
2
|
sulfur dioxide
|
U.S.
|
United States of America
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
approximately 45,900 MW of generating capacity with electric generation facilities located in 30 states in the U.S., 4 provinces in Canada and in Spain;
|
•
|
approximately 16% of the installed base of U.S. wind power production capacity;
|
•
|
approximately 11% of the installed base of U.S. universal solar power production capacity;
|
•
|
one of the largest fleets of nuclear power stations in the U.S., with 8 reactors at 5 sites located in 4 states, representing approximately 6% of U.S. nuclear power electric generating capacity;
|
•
|
a generation fleet with significantly lower rates of emissions of CO
2
, SO
2
and NO
x
than the average rates of the U.S. electric power industry with approximately 98% of its 2016 generation, measured by MWh produced, coming from renewable, nuclear and natural gas-fired facilities;
|
•
|
approximately 800 substations and 76,700 miles of transmission and distribution lines;
|
•
|
more than 5.4 million retail and wholesale electric customer accounts; and
|
•
|
approximately 14,700 people employed, primarily in the U.S.
|
|
|
*Oil is less than 1%
|
*Oil and Solar are collectively less than 1%
|
•
|
FPL has firm transportation contracts for existing natural gas pipeline capacity with five
different transportation suppliers, which provide for an aggregate maximum delivery quantity of 1,969,000 MMBtu/day with expiration dates ranging from 2017 to 2036. Together, these contracts are
expected to satisfy substantially all of the currently anticipated needs for natural gas transportation through mid-2017. To the extent desirable, FPL also purchases interruptible natural gas transportation service from the five transportation suppliers.
|
•
|
FPL has 25-year natural gas transportation agreements with each of Sabal Trail and Florida Southeast Connection for a quantity of 400,000 MMBtu/day beginning in mid-2017 and increasing to 600,000 MMBtu/day in mid-2020. These new agreements, when combined with FPL's existing agreements, are expected to satisfy substantially all of FPL's natural gas transportation needs through at least 2020. FPL's firm commitments under the new agreements are contingent upon the occurrence of certain events, including the completion of construction of the pipeline system to be built by Sabal Trail and Florida Southeast Connection. See NEER - Generation and Other Operations - Other Operations below and Note 13 - Contracts.
|
•
|
FPL has several short- and medium-term natural gas supply contracts to provide a portion of FPL's anticipated needs for natural gas. The remainder of FPL's natural gas requirements is purchased in the spot market. FPL has an agreement for the storage of natural gas that expires in 2018.
|
•
|
FPL has several contracts for the supply of uranium and the conversion, enrichment and fabrication of nuclear fuel with expiration dates ranging from late February 2017 through 2031.
|
Facility
|
|
FPL's Ownership
(MW)
|
|
Beginning of Current or Next
Scheduled Refueling Outage
|
|
Operating License
Expiration Dates
|
St. Lucie Unit No. 1
|
|
981
|
|
March 2018
|
|
2036
|
St. Lucie Unit No. 2
|
|
840
|
|
February 2017
|
|
2043
|
Turkey Point Unit No. 3
|
|
811
|
|
March 2017
|
|
2032
|
Turkey Point Unit No. 4
|
|
821
|
|
October 2017
|
|
2033
|
•
|
an approximately 1,750 MW natural gas-fired combined-cycle unit in Okeechobee County, Florida (Okeechobee Clean Energy Center), with a planned in-service date of mid-2019; and
|
•
|
up to 300 MW annually of new solar generation in each of 2017 through 2020.
|
•
|
the FPSC, which has jurisdiction over retail rates, service territory, issuances of securities, planning, siting and construction of facilities, among other things;
|
•
|
the FERC, which oversees the acquisition and disposition of generation, transmission and other facilities, transmission of electricity and natural gas in interstate commerce, proposals to build and operate interstate natural gas pipelines and storage facilities, and wholesale purchases and sales of electric energy, among other things;
|
•
|
the NERC, which, through its regional entities, establishes and enforces mandatory reliability standards, subject to approval by the FERC, to ensure the reliability of the U.S. electric transmission and generation system and to prevent major system blackouts;
|
•
|
the NRC, which has jurisdiction over the operation of nuclear power plants through the issuance of operating licenses, rules, regulations and orders; and
|
•
|
the EPA, which has the responsibility to maintain and enforce national standards under a variety of environmental laws. The EPA also works with industries and all levels of government, including federal and state governments, in a wide variety of voluntary pollution prevention programs and energy conservation efforts.
|
•
|
New retail base rates and charges were established resulting in the following increases in annualized retail base revenues:
|
◦
|
$400 million beginning January 1, 2017;
|
◦
|
$211 million beginning January 1, 2018; and
|
◦
|
$200 million when the Okeechobee Clean Energy Center achieves commercial operation, which is expected to occur in mid-2019.
|
•
|
In addition, FPL is eligible to receive, subject to conditions specified in the 2016 rate agreement, base rate increases associated with the addition of up to 300 MW annually of new solar generation in each of 2017 through 2020 and may carry forward any unused MW to subsequent years during the term of the 2016 rate agreement. FPL will be required to demonstrate that any proposed solar facilities are cost effective and scheduled to be in service before December 31, 2021. FPL has agreed to an installed cost cap of $1,750 per kW.
|
•
|
FPL's allowed regulatory ROE is 10.55%, with a range of 9.60% to 11.60%. If FPL's earned regulatory ROE falls below 9.60%, FPL may seek retail base rate relief. If the earned regulatory ROE rises above 11.60%, any party other than FPL may seek a review of FPL's retail base rates.
|
•
|
Subject to certain conditions, FPL may amortize, over the term of the 2016 rate agreement, up to $1.0 billion of depreciation reserve surplus plus the reserve amount remaining under FPL's 2012 rate agreement discussed below (approximately $250 million), provided that in any year of the 2016 rate agreement, FPL must amortize at least enough reserve to maintain a 9.60% earned regulatory ROE but may not amortize any reserve that would result in an earned regulatory ROE in excess of 11.60%.
|
•
|
Future storm restoration costs would be recoverable on an interim basis beginning 60 days from the filing of a cost recovery petition, but capped at an amount that could produce a surcharge of no more than $4 for every 1,000 kWh of usage on residential bills during the first 12 months of cost recovery. Any additional costs would be eligible for recovery in subsequent years. If storm restoration costs exceed $800 million in any given calendar year, FPL may request an increase to the $4 surcharge to recover amounts above $400 million.
|
•
|
an increase in annualized base revenue requirements as each of three FPL modernized power plants became operational in April 2013, April 2014 and April 2016;
|
•
|
the continuation of cost recovery through the capacity clause (reported as retail base revenues) for a generating unit which was placed in service in May 2011 (beginning January 2017, under the 2016 rate agreement, cost recovery will be through base rates);
|
•
|
subject to certain conditions, the right to reduce depreciation expense up to $400 million (reserve), provided that in any year of the 2012 rate agreement, FPL was required to amortize enough reserve to maintain an earned regulatory ROE within the range of 9.50% to 11.50% (see below regarding a subsequent reduction in the reserve amount);
|
•
|
an interim cost recovery mechanism for storm restoration costs (see Note 1 - Securitized Storm-Recovery Costs, Storm Fund and Storm Reserve); and
|
•
|
an incentive mechanism whereby customers receive 100% of certain gains, including but not limited to gains from the purchase and sale of electricity and natural gas (including transportation and storage), up to a specified threshold; gains exceeding that specified threshold were shared by FPL and its customers.
|
•
|
Fuel - fuel costs and energy charges relating to purchased power agreements, the most significant of the cost recovery clauses in terms of operating revenues (see Note 1 - Rate Regulation);
|
•
|
Capacity - primarily capacity payments to non-utility generators and other utilities and certain costs associated with the acquisition of the Cedar Bay generation facility (see Note 1 - Rate Regulation);
|
•
|
Energy Conservation - costs associated with implementing energy conservation programs; and
|
•
|
Environmental - certain costs of complying with federal, state and local environmental regulations enacted after April 1993 and costs associated with three of FPL's solar facilities.
|
|
*Solar is less than 1%
|
•
|
represented approximately 15,994 MW of generating capacity;
|
•
|
weighted average remaining contract term of approximately 17 years, based on forecasted contributions to earnings; and
|
•
|
contracts for the supply of uranium and the conversion, enrichment and fabrication of nuclear fuel have expiration dates ranging from late February 2017 through 2032 (see Note 13 - Contracts).
|
•
|
represented approximately 3,888 MW of generating capacity, including 781 MW of oil-fired peak generation facilities;
|
•
|
primarily located in Texas and the Northeast regions of the U.S.;
|
•
|
contracts for the supply of uranium and the conversion, enrichment and fabrication of nuclear fuel have expiration dates ranging from August 2017 through 2029 (see Note 13 - Contracts); and
|
•
|
utilize swaps, options, futures and forwards to lock in pricing and manage the commodity price risk inherent in power sales and fuel purchases.
|
|
Miles
of
Pipeline
|
|
Pipeline
Location/Route
|
|
NEER's
Ownership
|
|
Total
Capacity
(per day)
|
|
Actual/Expected
In-Service
Dates
|
Operational:
|
|
|
|
|
|
|
|
|
|
Texas Pipelines
(a)
|
542
|
|
South Texas
|
|
61.6%
|
|
4.05 Bcf
|
|
1950 - 2014
|
Under Construction or In Development:
|
|
|
|
|
|
|
|
|
|
Sabal Trail
(b)
|
515
|
|
Southwestern Alabama to Central Florida
|
|
42.5%
|
|
0.83 Bcf - 1.075 Bcf
|
|
Mid-2017 - Mid-2021
|
Florida Southeast Connection
(b)
|
126
|
|
Central Florida to Martin County, Florida
|
|
100%
|
|
0.64 Bcf
|
|
Mid-2017
|
Mountain Valley Pipeline
(c)
|
301
|
|
Marcellus and Utica shale regions to markets in the Mid-Atlantic and Southeast regions of the U.S.
|
|
31%
|
|
2.00 Bcf
|
|
End of 2018
|
(a)
|
A portfolio of seven natural gas pipelines, of which a third party owns a 10% interest in a 120 mile pipeline with a daily capacity of approximately 2.3 Bcf. The pipelines have a total existing capacity of approximately 4 Bcf per day, of which 3 Bcf per day is contracted with firm ship-or-pay contracts that have a weighted-average remaining contract life of approximately 14 years.
|
(b)
|
See FPL - FPL Sources of Generation - Fuel Sources - Significant Fuel Contracts and Note 13 - Commitments and - Contracts.
|
(c)
|
Construction of the natural gas pipeline is subject to certain conditions, including FERC approval. See Note 13 - Commitments.
|
•
|
manages risk associated with fluctuating commodity prices and optimizes the value of NEER's power generation and gas infrastructure production assets through the use of swaps, options, futures and forwards;
|
•
|
sells output from NEER's plants that is not sold under long-term contracts and procures fossil fuel for use by NEER's generation fleet;
|
•
|
provides full energy and capacity requirements to customers; and
|
•
|
markets and trades energy-related commodity products and provides a wide range of electricity and fuel commodity products as well as marketing and trading services to customers.
|
|
*Oil is less than 1%
|
•
|
ownership interests in and operated a total net generating capacity of 13,852 MW at
December 31, 2016
;
|
•
|
located in 20 states in the U.S. and 4 provinces in Canada;
|
•
|
approximately 12,008 MW is from contracted wind assets located primarily throughout the West and Midwest regions of the U.S. and Canada;
|
•
|
approximately 1,844 MW is from merchant wind assets located in Texas;
|
•
|
added approximately 1,465 MW in the U.S. in 2016; and
|
•
|
expects to add new contracted wind generation of approximately 2,400 to 4,100 MW and approximately 1,600 MW of additional repowering generation within the existing U.S. wind portfolio in 2017 to 2018 (see Policy Incentives for Renewable Energy Projects below for additional discussion of NEER's expectations regarding wind development, construction and retrofitting).
|
•
|
ownership interests in and operated the majority of PV and solar thermal facilities with a total net generating capacity of 2,108 MW at
December 31, 2016
;
|
•
|
located in 11 states in the U.S., 1 province in Canada and 1 province in Spain;
|
•
|
essentially all MW is from contracted solar facilities located primarily throughout the West region of the U.S.;
|
•
|
added approximately 980 MW in the U.S. in 2016; and
|
•
|
expects to add new contracted solar generation of approximately 400 to 1,300 MW in 2017 to 2018.
|
•
|
ownership interests in and operated natural gas generation facilities with a total net generating capacity of 420 MW at
December 31, 2016
; approximately 262 MW is contracted and 158 MW is merchant; located in 3 states in the Northeast region of the U.S.;
|
•
|
completed the sales of its ownership interests in merchant natural gas generation facilities located in Texas with a total generating capacity of
2,884
MW and in natural gas generation facilities located primarily in Pennsylvania with a total generating capacity of
840
MW (see Note 1 - Assets and Liabilities Associated with Assets Held for Sale); and
|
•
|
owned, or had undivided interests in, and operated oil-fired peak generation facilities with a total generating capacity of 781 MW at December 31, 2016 primarily located in Maine.
|
Facility
|
|
Location
|
|
NEER's Ownership
(MW)
|
|
Portfolio
Category
|
|
Next Scheduled
Refueling Outage
|
|
Operating License
Expiration Dates
|
Seabrook
|
|
New Hampshire
|
|
1,100
|
|
Merchant
|
|
April 2017
|
|
2030
(a)
|
Duane Arnold
|
|
Iowa
|
|
431
|
|
Contracted
(b)
|
|
September 2018
|
|
2034
|
Point Beach Unit No. 1
|
|
Wisconsin
|
|
595
|
|
Contracted
(c)
|
|
October 2017
|
|
2030
|
Point Beach Unit No. 2
|
|
Wisconsin
|
|
595
|
|
Contracted
(c)
|
|
March 2017
|
|
2033
|
(a)
|
In 2010, NEER filed an application with the NRC to renew Seabrook's operating license for an additional 20 years, which license renewal is dependent on NRC regulatory approvals.
|
(b)
|
NEER sells all of its share of the output of Duane Arnold under a long-term contract expiring in December 2025.
|
(c)
|
NEER sells all of the output of Point Beach Units Nos. 1 and 2 under long-term contracts through their current operating license expiration dates.
|
|
Year construction of project begins
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||
PTC
(a)
|
100
|
%
|
|
100
|
%
|
|
80
|
%
|
|
60
|
%
|
|
40
|
%
|
|
-
|
|
|
-
|
|
|
-
|
|
Wind ITC
|
30
|
%
|
|
30
|
%
|
|
24
|
%
|
|
18
|
%
|
|
12
|
%
|
|
-
|
|
|
-
|
|
|
-
|
|
Solar ITC
(b)
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
30
|
%
|
|
26
|
%
|
|
22
|
%
|
|
10
|
%
|
(a)
|
Percentage of the full PTC available for wind projects that begin construction during the applicable year.
|
(b)
|
ITC is limited to 10% for projects not placed in service before January 1, 2024.
|
Name
|
|
Age
|
|
Position
|
|
Effective Date
|
Miguel Arechabala
|
|
56
|
|
Executive Vice President, Power Generation Division of NEE
Executive Vice President, Power Generation Division of FPL |
|
January 1, 2014
|
Deborah H. Caplan
|
|
54
|
|
Executive Vice President, Human Resources and Corporate Services of NEE
Executive Vice President, Human Resources and Corporate Services of FPL |
|
April 15, 2013
|
Terrell Kirk Crews, II
|
|
38
|
|
Vice President, Controller and Chief Accounting Officer of NEE
|
|
September 19, 2016
|
Paul I. Cutler
|
|
57
|
|
Treasurer of NEE
Treasurer of FPL
Assistant Secretary of NEE
|
|
February 19, 2003
February 18, 2003
December 10, 1997
|
Joseph T. Kelliher
|
|
56
|
|
Executive Vice President, Federal Regulatory Affairs of NEE
|
|
May 18, 2009
|
John W. Ketchum
|
|
46
|
|
Executive Vice President, Finance and Chief Financial Officer of NEE
Executive Vice President, Finance and Chief Financial Officer of FPL
|
|
March 4, 2016
|
Manoochehr K. Nazar
|
|
62
|
|
President Nuclear Division and Chief Nuclear Officer of NEE
President Nuclear Division and Chief Nuclear Officer of FPL
|
|
May 23, 2014
May 30, 2014
|
Armando Pimentel, Jr.
|
|
54
|
|
President and Chief Executive Officer of NEER
|
|
October 5, 2011
|
James L. Robo
|
|
54
|
|
Chairman, President and Chief Executive Officer of NEE
Chairman of FPL
|
|
December 13, 2013
May 2, 2012
|
Charles E. Sieving
|
|
44
|
|
Executive Vice President & General Counsel of NEE
Executive Vice President of FPL
|
|
December 1, 2008
January 1, 2009
|
Eric E. Silagy
|
|
51
|
|
President and Chief Executive Officer of FPL
|
|
May 30, 2014
|
William L. Yeager
|
|
58
|
|
Executive Vice President, Engineering, Construction and Integrated Supply Chain of NEE
Executive Vice President, Engineering, Construction and Integrated Supply Chain of FPL
|
|
January 1, 2013
|
(a)
|
Information is as of
February 23, 2017
. Executive officers are elected annually by, and serve at the pleasure of, their respective boards of directors. Except as noted below, each officer has held his/her present position for five years or more and his/her employment history is continuous. Mr. Arechabala was president of NextEra Energy España, S.L., an indirect wholly owned subsidiary of NEE, from February 2010 to December 2013. Ms. Caplan was vice president and chief operating officer of FPL from May 2011 to April 2013. Mr. Crews served as NEE’s Vice President, Finance from April 2016 to September 2016. From July 2015 to April 2016, he was a Partner in the national office of Deloitte & Touche LLP (Deloitte); from June 2013 to June 2015, he served as a professional accounting fellow in the Office of the Chief Accountant of the SEC; and from June 2010 to June 2013, he was an audit service senior manager at Deloitte. Mr. Ketchum served as NEE’s Senior Vice President, Finance from February 2015 to March 2016, and Senior Vice President, Business Management and Finance from December 2013 to February 2015. From December 2012 to December 2013, he was Senior Vice President, Business Management of NEER and Vice President, General Counsel & Secretary of NEER from June 2009 to December 2012. Mr. Nazar has been chief nuclear officer of NEE and FPL since January 2010 and was executive vice president, nuclear division of NEE and FPL from January 2010 to May 2014. Mr. Robo has been president and chief executive officer of NEE since July 2012. Mr. Robo was the chief executive officer of FPL from May 2012 to May 2014 and president and chief operating officer of NEE from December 2006 to June 2012. Mr. Silagy has been president of FPL since December 2011. Mr. Yeager was vice president, engineering, construction and integrated supply chain services of NEE and FPL from October 2012 to December 2012 and vice president, integrated supply chain of NEE and FPL from May 2011 to October 2012.
|
•
|
create substantial additional costs in the form of taxes or emission allowances;
|
•
|
make some of NEE's and FPL's electric generation units uneconomical to operate in the long term;
|
•
|
require significant capital investment in carbon capture and storage technology, fuel switching, or the replacement of high-emitting generation facilities with lower-emitting generation facilities; or
|
•
|
affect the availability or cost of fossil fuels.
|
•
|
risks associated with facility start-up operations, such as whether the facility will achieve projected operating performance on schedule and otherwise as planned;
|
•
|
failures in the availability, acquisition or transportation of fuel or other necessary supplies;
|
•
|
the impact of unusual or adverse weather conditions and natural disasters, including, but not limited to, hurricanes, tornadoes, icing events, floods, earthquakes and droughts;
|
•
|
performance below expected or contracted levels of output or efficiency;
|
•
|
breakdown or failure, including, but not limited to, explosions, fires, leaks or other major events, of equipment, transmission and distribution lines or pipelines;
|
•
|
availability of replacement equipment;
|
•
|
risks of property damage or human injury from energized equipment, hazardous substances or explosions, fires, leaks or other events;
|
•
|
availability of adequate water resources and ability to satisfy water intake and discharge requirements;
|
•
|
inability to identify, manage properly or mitigate equipment defects in NEE's and FPL's facilities;
|
•
|
use of new or unproven technology;
|
•
|
risks associated with dependence on a specific type of fuel or fuel source, such as commodity price risk, availability of adequate fuel supply and transportation, and lack of available alternative fuel sources;
|
•
|
increased competition due to, among other factors, new facilities, excess supply, shifting demand and regulatory changes; and
|
•
|
insufficient insurance, warranties or performance guarantees to cover any or all lost revenues or increased expenses from the foregoing.
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
Quarter
|
|
High
|
|
Low
|
|
Cash
Dividends
|
|
High
|
|
Low
|
|
Cash
Dividends
|
||||||||||||
First
|
|
$
|
119.37
|
|
|
$
|
102.20
|
|
|
$
|
0.87
|
|
|
$
|
112.64
|
|
|
$
|
97.48
|
|
|
$
|
0.77
|
|
Second
|
|
$
|
130.43
|
|
|
$
|
112.44
|
|
|
$
|
0.87
|
|
|
$
|
106.63
|
|
|
$
|
97.23
|
|
|
$
|
0.77
|
|
Third
|
|
$
|
131.98
|
|
|
$
|
120.22
|
|
|
$
|
0.87
|
|
|
$
|
109.98
|
|
|
$
|
93.74
|
|
|
$
|
0.77
|
|
Fourth
|
|
$
|
128.46
|
|
|
$
|
110.49
|
|
|
$
|
0.87
|
|
|
$
|
105.85
|
|
|
$
|
95.84
|
|
|
$
|
0.77
|
|
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)
|
|||
10/1/2016 - 10/31/16
|
|
—
|
|
|
—
|
|
|
—
|
|
13,274,748
|
|
11/1/2016 - 11/30/16
|
|
359
|
|
|
$
|
115.03
|
|
|
—
|
|
13,274,748
|
12/1/2016 - 12/31/16
|
|
511
|
|
|
$
|
115.95
|
|
|
—
|
|
13,274,748
|
Total
|
|
870
|
|
|
$
|
115.57
|
|
|
—
|
|
|
(a)
|
Includes: (1) in November 2016, 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 2011 Long Term Incentive Plan; and (2) in December 2016, 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 NextEra Energy, Inc. Amended and Restated Long-Term Incentive Plan (former LTIP) to an executive officer of deferred retirement share awards.
|
(b)
|
In February 2005, NEE's Board of Directors authorized common stock repurchases 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.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
SELECTED DATA OF NEE (millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
16,155
|
|
|
$
|
17,486
|
|
|
$
|
17,021
|
|
|
$
|
15,136
|
|
|
$
|
14,256
|
|
Income from continuing operations
(a)
|
$
|
3,005
|
|
|
$
|
2,762
|
|
|
$
|
2,469
|
|
|
$
|
1,677
|
|
|
$
|
1,911
|
|
Net income
(a)(b)
|
$
|
3,005
|
|
|
$
|
2,762
|
|
|
$
|
2,469
|
|
|
$
|
1,908
|
|
|
$
|
1,911
|
|
Net income attributable to NEE:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
(a)
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
|
$
|
1,677
|
|
|
$
|
1,911
|
|
Gain from discontinued operations
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|||||
Total
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
|
$
|
1,908
|
|
|
$
|
1,911
|
|
Earnings per share attributable to NEE - basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(a)
|
$
|
6.29
|
|
|
$
|
6.11
|
|
|
$
|
5.67
|
|
|
$
|
3.95
|
|
|
$
|
4.59
|
|
Net income
(a)(b)
|
$
|
6.29
|
|
|
$
|
6.11
|
|
|
$
|
5.67
|
|
|
$
|
4.50
|
|
|
$
|
4.59
|
|
Earnings per share attributable to NEE - assuming dilution:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
(a)
|
$
|
6.25
|
|
|
$
|
6.06
|
|
|
$
|
5.60
|
|
|
$
|
3.93
|
|
|
$
|
4.56
|
|
Net income
(a)(b)
|
$
|
6.25
|
|
|
$
|
6.06
|
|
|
$
|
5.60
|
|
|
$
|
4.47
|
|
|
$
|
4.56
|
|
Dividends paid per share of common stock
|
$
|
3.48
|
|
|
$
|
3.08
|
|
|
$
|
2.90
|
|
|
$
|
2.64
|
|
|
$
|
2.40
|
|
Total assets
(c)
|
$
|
89,993
|
|
|
$
|
82,479
|
|
|
$
|
74,605
|
|
|
$
|
69,007
|
|
|
$
|
64,144
|
|
Long-term debt, excluding current maturities
|
$
|
27,818
|
|
|
$
|
26,681
|
|
|
$
|
24,044
|
|
|
$
|
23,670
|
|
|
$
|
22,881
|
|
Capital expenditures, independent power and
other investments and nuclear fuel purchases:
|
|
|
|
|
|
|
|
|
|
||||||||||
FPL
|
$
|
3,934
|
|
|
$
|
3,633
|
|
|
$
|
3,241
|
|
|
$
|
2,903
|
|
|
$
|
4,285
|
|
NEER
|
5,521
|
|
|
4,661
|
|
|
3,701
|
|
|
3,637
|
|
|
4,681
|
|
|||||
Corporate and Other
|
181
|
|
|
83
|
|
|
75
|
|
|
142
|
|
|
495
|
|
|||||
Total
|
$
|
9,636
|
|
|
$
|
8,377
|
|
|
$
|
7,017
|
|
|
$
|
6,682
|
|
|
$
|
9,461
|
|
(a)
|
Includes net unrealized mark-to-market after-tax gains (losses) associated with non-qualifying hedges of approximately
$(92) million
,
$183 million
,
$153 million
, $(53) million and $(34) million, respectively. Also, on an after-tax basis, 2013 includes impairment and other charges of approximately $342 million related to solar projects in Spain.
|
(b)
|
2013 includes an after-tax gain from discontinued operations of $231 million related to the sale of hydropower generation plants.
|
(c)
|
Includes assets held for sale of approximately
$452 million
in 2016,
$1,009 million
in 2015 and $335 million in 2012. See Note 1 - Assets and Liabilities Associated with Assets Held for Sale.
|
|
Net Income (Loss) Attributable
to NEE
|
|
Earnings (Loss) Per Share Attributable to NEE,
Assuming Dilution
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(millions)
|
|
|
||||||||||||||||||||
FPL
|
$
|
1,727
|
|
|
$
|
1,648
|
|
|
$
|
1,517
|
|
|
$
|
3.71
|
|
|
$
|
3.63
|
|
|
$
|
3.45
|
|
NEER
(a)
|
1,125
|
|
|
1,092
|
|
|
989
|
|
|
2.41
|
|
|
2.41
|
|
|
2.25
|
|
||||||
Corporate and Other
|
60
|
|
|
12
|
|
|
(41
|
)
|
|
0.13
|
|
|
0.02
|
|
|
(0.10
|
)
|
||||||
NEE
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
|
$
|
6.25
|
|
|
$
|
6.06
|
|
|
$
|
5.60
|
|
(a)
|
NEER’s results reflect an allocation of interest expense from NEECH based on a deemed capital structure of 70% debt.
|
|
Years Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
(millions)
|
|
|
||||||||
Net unrealized mark-to-market gains (losses) from non-qualifying hedge activity
(a)
|
$
|
(92
|
)
|
|
$
|
183
|
|
|
$
|
153
|
|
||
Merger-related expenses - Corporate and Other
|
$
|
(92
|
)
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
||
Operating results of solar projects in Spain - NEER
|
$
|
(11
|
)
|
|
$
|
5
|
|
|
$
|
(32
|
)
|
||
Losses from OTTI on securities held in NEER's nuclear decommissioning funds, net of OTTI reversals
(b)
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
|
$
|
(2
|
)
|
||
Gain associated with Maine fossil - NEER
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
||
Gains on sale of natural gas generation facilities
(c)
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Resolution of contingencies related to a previous asset sale - NEER
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
For
2016
,
2015
and
2014
, approximately $233 million of losses, $175 million of gains and $171 million of gains, respectively, are included in NEER's net income; the balance is included in Corporate and Other.
|
(b)
|
For
2016
,
2015
and
2014
, approximately $2 million of losses, $14 million of losses and $1 million of income, respectively, are included in NEER's net income; the balance is included in Corporate and Other.
|
(c)
|
Approximately $276 million of the gains is included in NEER's net income; the balance is included in Corporate and Other. See Note 1 - Assets and Liabilities Associated with Assets Held for Sale and Note 5.
|
|
Increase (Decrease)
From Prior Period
|
||||||||
|
Years Ended December 31,
|
||||||||
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||
Investment in plant in service
(a)
|
$
|
131
|
|
|
$
|
77
|
|
||
Change in amount of equity used to finance investments
|
(42
|
)
|
|
22
|
|
||||
Nonrecoverable expenses
|
(16
|
)
|
|
(15
|
)
|
||||
Woodford shale investment
|
(10
|
)
|
|
5
|
|
||||
Cost recovery clause earnings
|
11
|
|
|
5
|
|
||||
AFUDC - equity
|
6
|
|
|
32
|
|
||||
Other
|
(1
|
)
|
|
5
|
|
||||
Increase in net income
|
$
|
79
|
|
|
$
|
131
|
|
(a)
|
Investment in plant in service grew FPL's average retail rate base by approximately $2.4 billion and $1.0 billion in 2016 and 2015, respectively. For 2016, the increase primarily reflects the modernized Port Everglades Clean Energy Center that was placed in service in April 2016 and ongoing transmission and distribution additions. For 2015, the increase primarily reflects ongoing transmission and distribution additions and the modernized Riviera Beach Clean Energy Center placed in service in April 2014.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(millions)
|
|
|
||||||
Retail base
|
$
|
5,807
|
|
|
$
|
5,653
|
|
|
$
|
5,347
|
|
Fuel cost recovery
|
3,120
|
|
|
3,875
|
|
|
3,876
|
|
|||
Net deferral of retail fuel revenues
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net recognition of deferred retail fuel revenues
|
6
|
|
|
—
|
|
|
—
|
|
|||
Other cost recovery clauses and pass-through costs, net of any deferrals
|
1,467
|
|
|
1,645
|
|
|
1,766
|
|
|||
Other, primarily wholesale and transmission sales, customer-related fees and pole attachment rentals
|
495
|
|
|
479
|
|
|
432
|
|
|||
Total
|
$
|
10,895
|
|
|
$
|
11,651
|
|
|
$
|
11,421
|
|
|
Years Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||
|
|
|
(millions)
|
|
|
|||||||||
Fuel and energy charges during the period
|
$
|
3,113
|
|
|
$
|
3,593
|
|
|
$
|
3,951
|
|
|||
Net deferral of retail fuel costs
|
(11
|
)
|
|
—
|
|
|
(109
|
)
|
||||||
Net recognition of deferred retail fuel costs
|
—
|
|
|
220
|
|
|
—
|
|
||||||
Other, primarily capacity charges, net of any capacity deferral
|
195
|
|
|
463
|
|
|
533
|
|
||||||
Total
|
$
|
3,297
|
|
|
$
|
4,276
|
|
|
$
|
4,375
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(millions)
|
|
|
||||||
Reserve reversal (amortization) recorded under the 2012 rate agreement
|
$
|
(13
|
)
|
|
$
|
15
|
|
|
$
|
33
|
|
Other depreciation and amortization recovered under base rates
|
1,366
|
|
|
1,359
|
|
|
1,211
|
|
|||
Depreciation and amortization primarily recovered under cost recovery clauses and securitized storm-recovery cost amortization
|
298
|
|
|
202
|
|
|
188
|
|
|||
Total
|
$
|
1,651
|
|
|
$
|
1,576
|
|
|
$
|
1,432
|
|
|
Increase (Decrease)
From Prior Period
|
||||||||
|
Years Ended
December 31, |
||||||||
|
2016
|
|
2015
|
||||||
|
(millions)
|
||||||||
New investments
(a)
|
$
|
293
|
|
|
$
|
138
|
|
||
Existing assets
(a)
|
(55
|
)
|
|
(29
|
)
|
||||
Gas infrastructure
(b)
|
(75
|
)
|
|
(7
|
)
|
||||
Customer supply and proprietary power and gas trading
(b)
|
(16
|
)
|
|
110
|
|
||||
Revaluation of contingent consideration
|
80
|
|
|
—
|
|
||||
Interest and other general and administrative expenses
(c)
|
(99
|
)
|
|
(99
|
)
|
||||
Other
|
36
|
|
|
(24
|
)
|
||||
Change in unrealized mark-to-market non-qualifying hedge activity
(d)
|
(408
|
)
|
|
4
|
|
||||
Change in OTTI losses on securities held in nuclear decommissioning funds, net of OTTI reversals
(d)
|
12
|
|
|
(15
|
)
|
||||
Maine fossil gain in 2014
(d)
|
—
|
|
|
(12
|
)
|
||||
Operating results of the solar projects in Spain
(d)
|
(16
|
)
|
|
37
|
|
||||
Gains on sale of natural gas generation facilities
(d)
|
276
|
|
|
—
|
|
||||
Resolution of contingencies related to a previous asset sale
(d)
|
5
|
|
|
—
|
|
||||
Increase in net income less net income attributable to noncontrolling interests
|
$
|
33
|
|
|
$
|
103
|
|
(a)
|
Includes PTCs, ITCs and deferred income tax and other benefits associated with convertible ITCs for wind and solar projects, as applicable, (see Note 1 - Electric Plant, Depreciation and Amortization, - Income Taxes and - Sale of Differential Membership Interests and Note 5), as well as income tax benefits related to the Canadian tax restructuring, but excludes allocation of interest expense or corporate general and administrative expenses. Results from projects are included in new investments during the first twelve months of operation or ownership. Project results are included in existing assets beginning with the thirteenth month of operation.
|
(b)
|
Excludes allocation of interest expense and corporate general and administrative expenses.
|
(c)
|
Includes differential membership interest costs.
|
(d)
|
See Overview - Adjusted Earnings for additional information.
|
•
|
higher earnings of approximately $223 million, including deferred income tax and other benefits associated with ITCs and convertible ITCs, related to the addition of approximately 2,819 MW of wind generation and 1,226 MW of solar generation during or after
2015
, and
|
•
|
higher earnings of approximately $70 million related to the acquisition of the Texas pipelines in October 2015 and additional investments in other natural gas pipeline projects.
|
•
|
higher earnings of approximately $146 million related to the addition of approximately 2,571 MW of wind generation and 910 MW of solar generation during or after
2014
, and
|
•
|
higher earnings of approximately $16 million related to the acquisition of the Texas pipelines and the development of three additional natural gas pipelines,
|
•
|
lower deferred income tax and other benefits associated with convertible ITCs of $21 million and ITCs of $3 million.
|
•
|
lower results from wind and solar assets of approximately $40 million primarily due to lower state tax credits, PTC roll off, higher project O&M expenses and an increase in the amount of earnings attributable to noncontrolling interest, offset in part by higher wind generation and income tax benefits related to the Canadian tax restructuring, and
|
•
|
lower results of $6 million related to the sale of certain natural gas generation facilities (see Note 1 - Assets and Liabilities Associated with Assets Held for Sale).
|
•
|
lower results from wind assets of $122 million primarily due to weaker wind resource offset in part by a favorable ITC impact related to changes in state income tax laws and favorable pricing,
|
•
|
the absence of a $45 million non cash income tax charge associated with structuring Canadian assets and $22 million in NEP IPO transaction costs recorded in 2014, and
|
•
|
higher results from merchant assets in the ERCOT region of approximately $27 million primarily due to the absence of a 2014 outage.
|
•
|
unrealized mark-to-market losses from non-qualifying hedges of $273 million for 2016 compared to $275 million of gains on such hedges for 2015, and
|
•
|
lower revenues from existing assets of $409 million reflecting lower revenues from the natural gas generation facilities sold in 2016, offset in part by higher wind generation due to stronger wind resource and higher revenues at Seabrook reflecting the absence of a 2015 refueling outage,
|
•
|
higher revenues from new investments of approximately $384 million.
|
•
|
higher revenues from new investments of approximately $225 million,
|
•
|
higher revenues from the customer supply business and proprietary power and gas trading business of $218 million reflecting favorable market conditions, and
|
•
|
higher revenues from the gas infrastructure business of $96 million primarily reflecting gains recorded upon exiting the hedged positions on a number of future gas production opportunities and the acquisition of the Texas pipelines,
|
•
|
lower unrealized mark-to-market gains from non-qualifying hedges ($275 million for 2015 compared to $372 million of gains on such hedges for 2014), and
|
•
|
lower revenues from existing assets of $195 million reflecting lower wind generation due to weaker wind resource, lower revenues at the natural gas generation facility in Pennsylvania and in the ERCOT region due to lower gas prices and lower revenues at Seabrook reflecting a refueling outage, offset in part by higher revenues at Point Beach due to the absence of a 2014 outage and price escalation under the power sales agreement, higher dispatch in Maine due to 2015 weather conditions and higher revenues from the solar projects in Spain.
|
•
|
gains of approximately $446 million primarily related to the sale of natural gas generation facilities in 2016 and the profit sharing liability amortization related to ownership interests sold to NEP, and
|
•
|
lower fuel expense of approximately $284 million primarily reflecting lower fuel expense from the natural gas generation facilities sold in 2016
,
|
•
|
higher operating expenses associated with new investments of approximately $208 million,
|
•
|
higher O&M expenses reflecting higher costs associated with growth in the NEER business, and
|
•
|
higher depreciation of $49 million on existing assets primarily reflecting an increase of $111 million of depreciation from the gas infrastructure business primarily related to higher depletion rates and increased production, partly offset by lower depreciation on the natural gas generation facilities sold in 2016.
|
•
|
higher operating expenses associated with new investments of approximately $123 million,
|
•
|
higher O&M expenses reflecting higher costs associated with growth in the NEER business, higher taxes other than income taxes and other reflecting the absence of 2014 gains on the sale of investments in certain wells in the gas infrastructure business and the absence of the 2014 reimbursement by a vendor of certain O&M-related costs, and
|
•
|
higher depreciation associated with the gas infrastructure business of $50 million primarily related to higher depletion rates and increased production,
|
•
|
lower fuel expense of approximately $146 million primarily in the ERCOT region and at the natural gas generation facility in Pennsylvania.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(millions)
|
|
|
||||||
Interest expense, net of allocations to NEER
|
$
|
58
|
|
|
$
|
(87
|
)
|
|
$
|
(95
|
)
|
Interest income
|
29
|
|
|
32
|
|
|
31
|
|
|||
Federal and state income tax benefits (expenses)
|
(23
|
)
|
|
20
|
|
|
(7
|
)
|
|||
Merger-related expenses
|
(92
|
)
|
|
(20
|
)
|
|
—
|
|
|||
Other - net
|
88
|
|
|
67
|
|
|
30
|
|
|||
Net income (loss)
|
$
|
60
|
|
|
$
|
12
|
|
|
$
|
(41
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Sources of cash:
|
|
|
|
|
|
||||||
Cash flows from operating activities
|
$
|
6,336
|
|
|
$
|
6,116
|
|
|
$
|
5,500
|
|
Long-term borrowings
|
5,657
|
|
|
5,772
|
|
|
5,054
|
|
|||
Proceeds from differential membership investors, net of payments
|
1,737
|
|
|
669
|
|
|
907
|
|
|||
Sale of independent power and other investments of NEER
|
658
|
|
|
52
|
|
|
307
|
|
|||
Cash grants under the Recovery Act
|
335
|
|
|
8
|
|
|
343
|
|
|||
Issuances of common stock - net
|
537
|
|
|
1,298
|
|
|
633
|
|
|||
Net increase in commercial paper and other short-term debt
|
—
|
|
|
—
|
|
|
451
|
|
|||
Proceeds from sale of noncontrolling interest in subsidiaries
|
645
|
|
|
345
|
|
|
438
|
|
|||
Other sources - net
|
—
|
|
|
107
|
|
|
—
|
|
|||
Total sources of cash
|
15,905
|
|
|
14,367
|
|
|
13,633
|
|
|||
Uses of cash:
|
|
|
|
|
|
||||||
Capital expenditures, independent power and other investments and nuclear fuel purchases
|
(9,636
|
)
|
|
(8,377
|
)
|
|
(7,017
|
)
|
|||
Retirements of long-term debt
|
(3,310
|
)
|
|
(3,972
|
)
|
|
(4,750
|
)
|
|||
Net decrease in commercial paper and other short-term debt
|
(268
|
)
|
|
(356
|
)
|
|
—
|
|
|||
Dividends
|
(1,612
|
)
|
|
(1,385
|
)
|
|
(1,261
|
)
|
|||
Other uses - net
|
(358
|
)
|
|
(283
|
)
|
|
(466
|
)
|
|||
Total uses of cash
|
(15,184
|
)
|
|
(14,373
|
)
|
|
(13,494
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
721
|
|
|
$
|
(6
|
)
|
|
$
|
139
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
FPL:
|
|
|
|
|
|
||||||
Generation:
|
|
|
|
|
|
||||||
New
|
$
|
1,128
|
|
|
$
|
686
|
|
|
$
|
744
|
|
Existing
|
723
|
|
|
811
|
|
|
905
|
|
|||
Transmission and distribution
|
1,848
|
|
|
1,681
|
|
|
1,307
|
|
|||
Nuclear fuel
|
158
|
|
|
205
|
|
|
174
|
|
|||
General and other
|
331
|
|
|
384
|
|
|
148
|
|
|||
Other, primarily change in accrued property additions and exclusion of AFUDC - equity
|
(254
|
)
|
|
(134
|
)
|
|
(37
|
)
|
|||
Total
|
3,934
|
|
|
3,633
|
|
|
3,241
|
|
|||
NEER:
|
|
|
|
|
|
|
|
||||
Wind
|
2,474
|
|
|
1,029
|
|
|
2,136
|
|
|||
Solar
|
1,554
|
|
|
1,494
|
|
|
546
|
|
|||
Nuclear, including nuclear fuel
|
255
|
|
|
315
|
|
|
262
|
|
|||
Natural gas pipelines
|
853
|
|
|
1,198
|
|
|
74
|
|
|||
Other
|
385
|
|
|
625
|
|
|
683
|
|
|||
Total
|
5,521
|
|
|
4,661
|
|
|
3,701
|
|
|||
Corporate and Other
|
181
|
|
|
83
|
|
|
75
|
|
|||
Total capital expenditures, independent power and other investments and nuclear fuel purchases
|
$
|
9,636
|
|
|
$
|
8,377
|
|
|
$
|
7,017
|
|
|
|
|
|
|
|
Maturity Date
|
|||||||||
|
FPL
|
|
NEECH
|
|
Total
|
|
FPL
|
|
NEECH
|
||||||
|
|
|
(millions)
|
|
|
|
|
|
|
||||||
Bank revolving line of credit facilities
(a)
|
$
|
2,916
|
|
|
$
|
4,964
|
|
|
$
|
7,880
|
|
|
2018 - 2022
|
|
2018 - 2022
|
Issued letters of credit
(b)
|
(3
|
)
|
|
(382
|
)
|
|
(385
|
)
|
|
|
|
|
|||
|
2,913
|
|
|
4,582
|
|
|
7,495
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Revolving credit facilities
|
1,200
|
|
|
1,360
|
|
|
2,560
|
|
|
2017 - 2019
|
|
2017 - 2022
|
|||
Borrowings
(b)
|
(1,000
|
)
|
|
—
|
|
|
(1,000
|
)
|
|
|
|
|
|||
|
200
|
|
|
1,360
|
|
|
1,560
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Letter of credit facilities
(c)
|
—
|
|
|
650
|
|
|
650
|
|
|
|
|
2017 - 2019
|
|||
Issued letters of credit
(b)
|
—
|
|
|
(312
|
)
|
|
(312
|
)
|
|
|
|
|
|||
|
—
|
|
|
338
|
|
|
338
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Subtotal
|
3,113
|
|
|
6,280
|
|
|
9,393
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
(b)
|
35
|
|
|
684
|
|
|
719
|
|
|
|
|
|
|||
Outstanding commercial paper and other short-term debt
(b)
|
(1,433
|
)
|
|
(40
|
)
|
|
(1,473
|
)
|
|
|
|
|
|||
Net available liquidity
|
$
|
1,715
|
|
|
$
|
6,924
|
|
(d)
|
$
|
8,639
|
|
(d)
|
|
|
|
(a)
|
Provide for the funding of loans up to $7,880 million ($2,916 million for FPL) and the issuance of letters of credit up to $3,050 million ($670 million for FPL). The entire amount of the credit facilities is available for general corporate purposes 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 $778 million of pollution control, solid waste disposal and industrial development revenue bonds (tax exempt bonds) in the event they are tendered by individual bond holders and not remarketed prior to maturity. Approximately $2,315 million of FPL's and $3,730 million of NEECH's bank revolving line of credit facilities expire in 2022.
|
(b)
|
As of January 31, 2017.
|
(c)
|
Only available for the issuance of letters of credit.
|
(d)
|
Excludes two variable rate bi-lateral term loan agreements totaling $7.5 billion discussed below.
|
|
Amount
|
|
Amount
Remaining
Available at
December 31, 2016
|
|
Rate
|
|
Maturity
Date
|
|
Purpose
|
|
(millions)
|
|
|
|
|
|
|
||
Senior secured revolving credit facility
(a)
|
$250
|
|
$250
|
|
Variable
|
|
2019
|
|
Working capital, expansion projects, acquisitions and general business purposes
|
Senior secured limited-recourse revolving loan facility
(b)
|
$150
|
|
$—
|
|
Variable
|
|
2020
|
|
General business purposes
|
(a)
|
NEP OpCo and one of its direct subsidiaries are required to comply with certain financial covenants on a quarterly basis and NEP OpCo's ability to pay cash distributions to its unit holders is subject to certain other restrictions. The revolving credit facility includes borrowing capacity for letters of credit and incremental commitments to increase the revolving credit facility up to $1 billion in the aggregate. Borrowings under the revolving credit facility are guaranteed by NEP OpCo and NEP.
|
(b)
|
A certain NEP subsidiary (borrower) is required to satisfy certain conditions, including among other things, meeting a leverage ratio at the time of any borrowing that does not exceed a specified ratio. Borrowings under this revolving loan facility are secured by liens on certain of the borrower's assets and certain of the borrower's subsidiaries' assets, as well as the ownership interest in the borrower. The revolving loan facility contains default and related acceleration provisions relating to, among other things, failure of the borrower to maintain a leverage ratio at or below the specified ratio and a minimum interest coverage ratio.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||
Long-term debt, including interest:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
FPL
(b)
|
$
|
806
|
|
|
$
|
765
|
|
|
$
|
662
|
|
|
$
|
417
|
|
|
$
|
453
|
|
|
$
|
15,241
|
|
|
$
|
18,344
|
|
NEER
|
940
|
|
|
1,573
|
|
|
962
|
|
|
1,174
|
|
|
796
|
|
|
7,640
|
|
|
13,085
|
|
|||||||
Corporate and Other
|
2,187
|
|
|
1,039
|
|
|
2,150
|
|
|
1,353
|
|
|
2,457
|
|
|
11,971
|
|
|
21,157
|
|
|||||||
Purchase obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
FPL
(c)
|
7,335
|
|
|
4,735
|
|
|
5,435
|
|
|
4,515
|
|
|
4,925
|
|
|
12,315
|
|
|
39,260
|
|
|||||||
NEER
(d)
|
1,385
|
|
|
1,370
|
|
|
140
|
|
|
90
|
|
|
75
|
|
|
285
|
|
|
3,345
|
|
|||||||
Corporate and Other
(d)
|
45
|
|
|
10
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||
Elimination of FPL's purchase obligations to NEER
(d)
|
(59
|
)
|
|
(87
|
)
|
|
(84
|
)
|
|
(81
|
)
|
|
(79
|
)
|
|
(1,167
|
)
|
|
(1,557
|
)
|
|||||||
Asset retirement activities:
(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
FPL
(f)
|
16
|
|
|
10
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
8,709
|
|
|
8,742
|
|
|||||||
NEER
(g)
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
13,634
|
|
|
13,641
|
|
|||||||
Other commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NEER
(h)
|
163
|
|
|
215
|
|
|
222
|
|
|
119
|
|
|
112
|
|
|
447
|
|
|
1,278
|
|
|||||||
Total
|
$
|
12,818
|
|
|
$
|
9,630
|
|
|
$
|
9,496
|
|
|
$
|
7,594
|
|
|
$
|
8,742
|
|
|
$
|
69,075
|
|
|
$
|
117,355
|
|
(a)
|
Includes principal, interest, interest rate contracts and payments by NEE under stock purchase contracts. Variable rate interest was computed using
December 31, 2016
rates. See Note 11.
|
(b)
|
Includes tax exempt bonds of approximately $9 million in 2020, $46 million in 2021 and $723 million thereafter that permit individual bond holders to tender the bonds for purchase at any time prior to maturity. In the event bonds are tendered for purchase, they would be remarketed by a designated remarketing agent in accordance with the related indenture. If the remarketing is unsuccessful, FPL would be required to purchase the tax exempt bonds. As of
December 31, 2016
, all tax exempt bonds tendered for purchase have been successfully remarketed. FPL’s bank revolving line of credit facilities are available to support the purchase of tax exempt bonds.
|
(c)
|
Represents required capacity and minimum charges under long-term purchased power and fuel contracts, projected capital expenditures through 2021 and the purchase price of the Indiantown generation facility (see Note 13 - Commitments and - Contracts).
|
(d)
|
See Note 13 - Contracts.
|
(e)
|
Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.
|
(f)
|
At
December 31, 2016
, FPL had approximately $3,665 million in restricted funds for the payment of its portion of future expenditures to decommission the Turkey Point and St. Lucie nuclear units, which are included in NEE’s and FPL’s special use funds. See Note 12.
|
(g)
|
At
December 31, 2016
, NEER had approximately $1,769 million in restricted funds for the payment of its portion of future expenditures to decommission Seabrook, Duane Arnold and Point Beach nuclear units which are included in NEE’s special use funds. See Note 12.
|
(h)
|
Represents estimated cash distributions related to differential membership interests and payments related to the acquisition of certain development rights. For further discussion of differential membership interests, see Note 1 - Sale of Differential Membership Interests.
|
|
Moody's
(a)
|
|
S&P
(a)
|
|
Fitch
(a)
|
NEE:
(b)
|
|
|
|
|
|
Corporate credit rating
|
Baa1
|
|
A-
|
|
A-
|
|
|
|
|
|
|
FPL:
(b)
|
|
|
|
|
|
Corporate credit rating
|
A1
|
|
A-
|
|
A
|
First mortgage bonds
|
Aa2
|
|
A
|
|
AA-
|
Pollution control, solid waste disposal and industrial development revenue bonds
(c)
|
VMIG-1/P-1
|
|
A-2
|
|
F1
|
Commercial paper
|
P-1
|
|
A-2
|
|
F1
|
|
|
|
|
|
|
NEECH:
(b)
|
|
|
|
|
|
Corporate credit rating
|
Baa1
|
|
A-
|
|
A-
|
Debentures
|
Baa1
|
|
BBB+
|
|
A-
|
Junior subordinated debentures
|
Baa2
|
|
BBB
|
|
BBB
|
Commercial paper
|
P-2
|
|
A-2
|
|
F2
|
(a)
|
A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.
|
(b)
|
The outlook indicated by each of Moody's, S&P and Fitch is stable.
|
(c)
|
Short-term ratings are presented as all bonds outstanding are currently paying a short-term interest rate. At FPL's election, a portion or all of the bonds may be adjusted to a long-term interest rate.
|
(a)
|
In 2016 and 2015, an expected long-term rate of return of 7.75% is presented net of investment management fees.
|
|
|
|
Decrease in 2016
Net Periodic Income
|
||||||
|
Change in
Assumption
|
|
NEE
|
|
FPL
|
||||
|
|
|
(millions)
|
||||||
Expected long-term rate of return
|
(0.5)%
|
|
$
|
(18
|
)
|
|
$
|
(12
|
)
|
Discount rate
|
0.5%
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
Salary increase
|
0.5%
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
Nuclear
Decommissioning
|
|
Fossil/Solar
Dismantlement
|
|
Interim Removal
Costs and Other
|
|
Total
|
||||||||||||||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||
AROs
|
$
|
1,852
|
|
|
$
|
1,764
|
|
|
$
|
62
|
|
|
$
|
53
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
1,919
|
|
|
$
|
1,822
|
|
Less capitalized ARO asset net of accumulated depreciation
|
355
|
|
|
375
|
|
|
32
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
387
|
|
|
413
|
|
||||||||
Accrued asset removal costs
(a)
|
297
|
|
|
279
|
|
|
322
|
|
|
315
|
|
|
1,325
|
|
|
1,327
|
|
|
1,944
|
|
|
1,921
|
|
||||||||
Asset retirement obligation regulatory expense difference
(a)
|
2,272
|
|
|
2,147
|
|
|
24
|
|
|
37
|
|
|
(2
|
)
|
|
(2
|
)
|
|
2,294
|
|
|
2,182
|
|
||||||||
Accrued decommissioning, dismantlement and other accrued asset removal costs
(b)
|
$
|
4,066
|
|
|
$
|
3,815
|
|
|
$
|
376
|
|
|
$
|
367
|
|
|
$
|
1,328
|
|
|
$
|
1,330
|
|
|
$
|
5,770
|
|
|
$
|
5,512
|
|
(a)
|
Included in noncurrent regulatory liabilities on NEE’s and FPL’s consolidated balance sheets.
|
(b)
|
Represents total amount accrued for ratemaking purposes.
|
|
|
Hedges on Owned Assets
|
|
|
|||||||||||
|
Trading
|
|
Non-
Qualifying
|
|
FPL Cost
Recovery
Clauses
|
|
NEE Total
|
||||||||
|
(millions)
|
||||||||||||||
Fair value of contracts outstanding at December 31, 2014
|
$
|
320
|
|
|
$
|
898
|
|
|
$
|
(363
|
)
|
|
$
|
855
|
|
Reclassification to realized at settlement of contracts
|
(227
|
)
|
|
(359
|
)
|
|
471
|
|
|
(115
|
)
|
||||
Inception value of new contracts
|
18
|
|
|
3
|
|
|
—
|
|
|
21
|
|
||||
Net option premium purchases (issuances)
|
(45
|
)
|
|
3
|
|
|
—
|
|
|
(42
|
)
|
||||
Changes in fair value excluding reclassification to realized
|
293
|
|
|
640
|
|
|
(326
|
)
|
|
607
|
|
||||
Fair value of contracts outstanding at December 31, 2015
|
359
|
|
|
1,185
|
|
|
(218
|
)
|
|
1,326
|
|
||||
Reclassification to realized at settlement of contracts
|
(189
|
)
|
|
(455
|
)
|
|
223
|
|
|
(421
|
)
|
||||
Inception value of new contracts
|
37
|
|
|
15
|
|
|
—
|
|
|
52
|
|
||||
Net option premium purchases (issuances)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Changes in fair value excluding reclassification to realized
|
223
|
|
|
236
|
|
|
203
|
|
|
662
|
|
||||
Fair value of contracts outstanding at December 31, 2016
|
430
|
|
|
984
|
|
|
208
|
|
|
1,622
|
|
||||
Net margin cash collateral paid (received)
|
|
|
|
|
|
|
(167
|
)
|
|||||||
Total mark-to-market energy contract net assets (liabilities) at December 31, 2016
|
$
|
430
|
|
|
$
|
984
|
|
|
$
|
208
|
|
|
$
|
1,455
|
|
|
December 31, 2016
|
||
|
(millions)
|
||
Current derivative assets
|
$
|
710
|
|
Noncurrent derivative assets
|
1,228
|
|
|
Current derivative liabilities
|
(248
|
)
|
|
Noncurrent derivative liabilities
|
(235
|
)
|
|
NEE's total mark-to-market energy contract net assets
|
$
|
1,455
|
|
|
Maturity
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||
Trading:
|
|
||||||||||||||||||||||||||
Quoted prices in active markets for identical assets
|
$
|
61
|
|
|
$
|
11
|
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
69
|
|
Significant other observable inputs
|
29
|
|
|
43
|
|
|
7
|
|
|
(5
|
)
|
|
(10
|
)
|
|
(18
|
)
|
|
46
|
|
|||||||
Significant unobservable inputs
|
106
|
|
|
32
|
|
|
33
|
|
|
38
|
|
|
30
|
|
|
76
|
|
|
315
|
|
|||||||
Total
|
196
|
|
|
86
|
|
|
44
|
|
|
29
|
|
|
17
|
|
|
58
|
|
|
430
|
|
|||||||
Owned Assets - Non-Qualifying:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Quoted prices in active markets for identical assets
|
(6
|
)
|
|
12
|
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
Significant other observable inputs
|
115
|
|
|
100
|
|
|
124
|
|
|
99
|
|
|
83
|
|
|
74
|
|
|
595
|
|
|||||||
Significant unobservable inputs
|
45
|
|
|
32
|
|
|
27
|
|
|
28
|
|
|
16
|
|
|
223
|
|
|
371
|
|
|||||||
Total
|
154
|
|
|
144
|
|
|
158
|
|
|
132
|
|
|
99
|
|
|
297
|
|
|
984
|
|
|||||||
Owned Assets - FPL Cost Recovery Clauses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Quoted prices in active markets for identical assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Significant other observable inputs
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|||||||
Significant unobservable inputs
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Total
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
Total sources of fair value
|
$
|
558
|
|
|
$
|
230
|
|
|
$
|
202
|
|
|
$
|
161
|
|
|
$
|
116
|
|
|
$
|
355
|
|
|
$
|
1,622
|
|
|
Trading
|
|
Non-Qualifying Hedges
and Hedges in FPL Cost Recovery Clauses
(a)
|
|
Total
|
||||||||||||||||||||||||||||||
|
FPL
|
|
NEER
|
|
NEE
|
|
FPL
|
|
NEER
|
|
NEE
|
|
FPL
|
|
NEER
|
|
NEE
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31, 2015
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
51
|
|
|
$
|
44
|
|
|
$
|
23
|
|
|
$
|
51
|
|
|
$
|
46
|
|
|
$
|
25
|
|
December 31, 2016
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
46
|
|
|
$
|
62
|
|
|
$
|
23
|
|
|
$
|
46
|
|
|
$
|
57
|
|
|
$
|
23
|
|
Average for the year ended December 31, 2016
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
26
|
|
|
$
|
31
|
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
31
|
|
|
$
|
25
|
|
(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 FPL cost recovery clauses category do not represent the economic exposure to commodity price movements.
|
|
December 31, 2016
|
|
December 31, 2015
|
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
||||||||
|
(millions)
|
|
||||||||||||||
NEE:
|
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
Special use funds
|
$
|
1,809
|
|
|
$
|
1,809
|
|
(a)
|
$
|
1,789
|
|
|
$
|
1,789
|
|
(a)
|
Other investments:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Debt securities
|
$
|
123
|
|
|
$
|
123
|
|
(a)
|
$
|
124
|
|
|
$
|
124
|
|
(a)
|
Primarily notes receivable
|
$
|
526
|
|
|
$
|
668
|
|
(b)
|
$
|
512
|
|
|
$
|
722
|
|
(b)
|
Long-term debt, including current maturities
|
$
|
30,418
|
|
|
$
|
31,623
|
|
(c)
|
$
|
28,897
|
|
|
$
|
30,412
|
|
(c)
|
Interest rate contracts - net unrealized gains (losses)
|
$
|
4
|
|
|
$
|
4
|
|
(d)
|
$
|
(285
|
)
|
|
$
|
(285
|
)
|
(d)
|
FPL:
|
|
|
|
|
|
|
|
|
||||||||
Fixed income securities - special use funds
|
$
|
1,363
|
|
|
$
|
1,363
|
|
(a)
|
$
|
1,378
|
|
|
$
|
1,378
|
|
(a)
|
Long-term debt, including current maturities
|
$
|
10,072
|
|
|
$
|
11,211
|
|
(c)
|
$
|
10,020
|
|
|
$
|
11,028
|
|
(c)
|
(a)
|
Primarily estimated using a market approach based on quoted market prices for these or similar issues.
|
(b)
|
Primarily estimated using an income approach utilizing 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 a market approach based on quoted market prices for the same or similar issues or an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor.
|
(d)
|
Modeled internally using an income approach utilizing a discounted cash flow valuation technique and applying a credit valuation adjustment.
|
•
|
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.
|
JAMES L. ROBO
|
|
JOHN W. KETCHUM
|
James L. Robo
Chairman, President and Chief Executive Officer of NEE and Chairman of FPL
|
|
John W. Ketchum
Executive Vice President, Finance and Chief Financial Officer of NEE and FPL
|
TERRELL KIRK CREWS, II
|
|
|
Terrell Kirk Crews, II
Vice President, Controller and Chief Accounting Officer of NEE |
|
|
ERIC E. SILAGY
|
|
KIMBERLY OUSDAHL
|
Eric E. Silagy
President and Chief Executive Officer of FPL
|
|
Kimberly Ousdahl
Vice President and Chief Accounting Officer of FPL
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
OPERATING REVENUES
|
|
$
|
16,155
|
|
|
$
|
17,486
|
|
|
$
|
17,021
|
|
OPERATING EXPENSES (INCOME)
|
|
|
|
|
|
|
|
|
|
|||
Fuel, purchased power and interchange
|
|
4,042
|
|
|
5,327
|
|
|
5,602
|
|
|||
Other operations and maintenance
|
|
3,389
|
|
|
3,269
|
|
|
3,149
|
|
|||
Merger-related
|
|
135
|
|
|
26
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
3,077
|
|
|
2,831
|
|
|
2,551
|
|
|||
Losses (gains) on disposal of assets - net
|
|
(446
|
)
|
|
4
|
|
|
(27
|
)
|
|||
Taxes other than income taxes and other - net
|
|
1,350
|
|
|
1,397
|
|
|
1,362
|
|
|||
Total operating expenses - net
|
|
11,547
|
|
|
12,854
|
|
|
12,637
|
|
|||
OPERATING INCOME
|
|
4,608
|
|
|
4,632
|
|
|
4,384
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
|
(1,093
|
)
|
|
(1,211
|
)
|
|
(1,261
|
)
|
|||
Benefits associated with differential membership interests - net
|
|
309
|
|
|
216
|
|
|
199
|
|
|||
Equity in earnings of equity method investees
|
|
148
|
|
|
107
|
|
|
93
|
|
|||
Allowance for equity funds used during construction
|
|
86
|
|
|
70
|
|
|
37
|
|
|||
Interest income
|
|
82
|
|
|
86
|
|
|
80
|
|
|||
Gains on disposal of investments and other property - net
|
|
40
|
|
|
90
|
|
|
105
|
|
|||
Gain associated with Maine fossil
|
|
—
|
|
|
—
|
|
|
21
|
|
|||
Other than temporary impairment losses on securities held in nuclear decommissioning funds
|
|
(23
|
)
|
|
(40
|
)
|
|
(13
|
)
|
|||
Revaluation of contingent consideration
|
|
189
|
|
|
—
|
|
|
—
|
|
|||
Other - net
|
|
42
|
|
|
40
|
|
|
—
|
|
|||
Total other deductions - net
|
|
(220
|
)
|
|
(642
|
)
|
|
(739
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
|
4,388
|
|
|
3,990
|
|
|
3,645
|
|
|||
INCOME TAXES
|
|
1,383
|
|
|
1,228
|
|
|
1,176
|
|
|||
NET INCOME
|
|
3,005
|
|
|
2,762
|
|
|
2,469
|
|
|||
LESS NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
93
|
|
|
10
|
|
|
4
|
|
|||
NET INCOME ATTRIBUTABLE TO NEE
|
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
Earnings per share attributable to NEE:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
6.29
|
|
|
$
|
6.11
|
|
|
$
|
5.67
|
|
Assuming dilution
|
|
$
|
6.25
|
|
|
$
|
6.06
|
|
|
$
|
5.60
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
463.1
|
|
|
450.5
|
|
|
434.4
|
|
|||
Assuming dilution
|
|
465.8
|
|
|
454.0
|
|
|
440.1
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET INCOME
|
$
|
3,005
|
|
|
$
|
2,762
|
|
|
$
|
2,469
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
|||||
Effective portion of net unrealized losses (net of $37 and $80 tax benefit, respectively)
|
—
|
|
|
(88
|
)
|
|
(141
|
)
|
|||
Reclassification from accumulated other comprehensive income to net income (net of $32, $25 and $57 tax expense, respectively)
|
70
|
|
|
63
|
|
|
98
|
|
|||
Net unrealized gains (losses) on available for sale securities:
|
|
|
|
|
|
||||||
Net unrealized gains (losses) on securities still held (net of $50 tax expense, $8 tax benefit and $45 tax expense, respectively)
|
69
|
|
|
(7
|
)
|
|
62
|
|
|||
Reclassification from accumulated other comprehensive income to net income (net of $13, $33 and $26 tax benefit, respectively)
|
(18
|
)
|
|
(37
|
)
|
|
(41
|
)
|
|||
Defined benefit pension and other benefits plans (net of $13, $26 and $27 tax benefit, respectively)
|
(21
|
)
|
|
(42
|
)
|
|
(43
|
)
|
|||
Net unrealized losses on foreign currency translation (net of $2, $2 and $12 tax benefit, respectively)
|
(5
|
)
|
|
(27
|
)
|
|
(25
|
)
|
|||
Other comprehensive income (loss) related to equity method investee (net of $2 tax expense and $5 tax benefit, respectively)
|
2
|
|
|
—
|
|
|
(8
|
)
|
|||
Total other comprehensive income (loss), net of tax
|
97
|
|
|
(138
|
)
|
|
(98
|
)
|
|||
COMPREHENSIVE INCOME
|
3,102
|
|
|
2,624
|
|
|
2,371
|
|
|||
LESS COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
93
|
|
|
(1
|
)
|
|
2
|
|
|||
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEE
|
$
|
3,009
|
|
|
$
|
2,625
|
|
|
$
|
2,369
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
||||
Electric plant in service and other property
|
|
$
|
80,150
|
|
|
$
|
72,606
|
|
Nuclear fuel
|
|
2,131
|
|
|
2,067
|
|
||
Construction work in progress
|
|
4,732
|
|
|
5,657
|
|
||
Accumulated depreciation and amortization
|
|
(20,101
|
)
|
|
(18,944
|
)
|
||
Total property, plant and equipment - net ($14,632 and $7,966 related to VIEs, respectively)
|
|
66,912
|
|
|
61,386
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
1,292
|
|
|
571
|
|
||
Customer receivables, net of allowances of
$5 and $13,
respectively
|
|
1,784
|
|
|
1,784
|
|
||
Other receivables
|
|
655
|
|
|
481
|
|
||
Materials, supplies and fossil fuel inventory
|
|
1,289
|
|
|
1,259
|
|
||
Regulatory assets
|
|
524
|
|
|
503
|
|
||
Derivatives
|
|
885
|
|
|
712
|
|
||
Assets held for sale
|
|
452
|
|
|
1,009
|
|
||
Other
|
|
528
|
|
|
476
|
|
||
Total current assets
|
|
7,409
|
|
|
6,795
|
|
||
OTHER ASSETS
|
|
|
|
|
|
|
||
Special use funds
|
|
5,434
|
|
|
5,138
|
|
||
Other investments ($479 related to a VIE at December 31, 2016)
|
|
2,482
|
|
|
1,786
|
|
||
Prepaid benefit costs
|
|
1,177
|
|
|
1,155
|
|
||
Regulatory assets ($107 and $128 related to a VIE, respectively)
|
|
1,894
|
|
|
1,778
|
|
||
Derivatives
|
|
1,350
|
|
|
1,202
|
|
||
Other
|
|
3,335
|
|
|
3,239
|
|
||
Total other assets
|
|
15,672
|
|
|
14,298
|
|
||
TOTAL ASSETS
|
|
$
|
89,993
|
|
|
$
|
82,479
|
|
CAPITALIZATION
|
|
|
|
|
|
|
||
Common stock ($0.01 par value, authorized shares - 800; outstanding shares -
468
and
461,
respectively)
|
|
$
|
5
|
|
|
$
|
5
|
|
Additional paid-in capital
|
|
8,948
|
|
|
8,596
|
|
||
Retained earnings
|
|
15,458
|
|
|
14,140
|
|
||
Accumulated other comprehensive loss
|
|
(70
|
)
|
|
(167
|
)
|
||
Total common shareholders' equity
|
|
24,341
|
|
|
22,574
|
|
||
Noncontrolling interests
|
|
990
|
|
|
538
|
|
||
Total equity
|
|
25,331
|
|
|
23,112
|
|
||
Long-term debt ($5,080 and $684 related to VIEs, respectively)
|
|
27,818
|
|
|
26,681
|
|
||
Total capitalization
|
|
53,149
|
|
|
49,793
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
|
||
Commercial paper
|
|
268
|
|
|
374
|
|
||
Other short-term debt
|
|
150
|
|
|
412
|
|
||
Current maturities of long-term debt
|
|
2,604
|
|
|
2,220
|
|
||
Accounts payable
|
|
3,447
|
|
|
2,529
|
|
||
Customer deposits
|
|
470
|
|
|
473
|
|
||
Accrued interest and taxes
|
|
480
|
|
|
449
|
|
||
Derivatives
|
|
404
|
|
|
882
|
|
||
Accrued construction-related expenditures
|
|
1,120
|
|
|
921
|
|
||
Regulatory liabilities
|
|
299
|
|
|
14
|
|
||
Liabilities associated with assets held for sale
|
|
451
|
|
|
992
|
|
||
Other
|
|
1,226
|
|
|
841
|
|
||
Total current liabilities
|
|
10,919
|
|
|
10,107
|
|
||
OTHER LIABILITIES AND DEFERRED CREDITS
|
|
|
|
|
||||
Asset retirement obligations
|
|
2,736
|
|
|
2,469
|
|
||
Deferred income taxes
|
|
11,101
|
|
|
9,827
|
|
||
Regulatory liabilities
|
|
4,906
|
|
|
4,606
|
|
||
Derivatives
|
|
477
|
|
|
530
|
|
||
Deferral related to differential membership interests - VIEs
|
|
4,656
|
|
|
3,142
|
|
||
Other
|
|
2,049
|
|
|
2,005
|
|
||
Total other liabilities and deferred credits
|
|
25,925
|
|
|
22,579
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
||
TOTAL CAPITALIZATION AND LIABILITIES
|
|
$
|
89,993
|
|
|
$
|
82,479
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
3,005
|
|
|
$
|
2,762
|
|
|
$
|
2,469
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
3,077
|
|
|
2,831
|
|
|
2,551
|
|
|||
Nuclear fuel and other amortization
|
300
|
|
|
372
|
|
|
345
|
|
|||
Unrealized gains on marked to market derivative contracts - net
|
(44
|
)
|
|
(337
|
)
|
|
(411
|
)
|
|||
Foreign currency transaction losses
|
13
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
1,230
|
|
|
1,162
|
|
|
1,205
|
|
|||
Cost recovery clauses and franchise fees
|
94
|
|
|
176
|
|
|
(67
|
)
|
|||
Purchased power agreement termination
|
—
|
|
|
(521
|
)
|
|
—
|
|
|||
Benefits associated with differential membership interests - net
|
(309
|
)
|
|
(216
|
)
|
|
(199
|
)
|
|||
Gains on disposal of assets - net
|
(490
|
)
|
|
(89
|
)
|
|
(133
|
)
|
|||
Recoverable storm-related costs
|
(223
|
)
|
|
—
|
|
|
—
|
|
|||
Other - net
|
(94
|
)
|
|
68
|
|
|
278
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||
Current assets
|
(120
|
)
|
|
73
|
|
|
(172
|
)
|
|||
Noncurrent assets
|
(67
|
)
|
|
(106
|
)
|
|
(220
|
)
|
|||
Current liabilities
|
(24
|
)
|
|
64
|
|
|
(134
|
)
|
|||
Noncurrent liabilities
|
(12
|
)
|
|
(123
|
)
|
|
(12
|
)
|
|||
Net cash provided by operating activities
|
6,336
|
|
|
6,116
|
|
|
5,500
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures of FPL
|
(3,776
|
)
|
|
(3,428
|
)
|
|
(3,067
|
)
|
|||
Independent power and other investments of NEER
|
(5,396
|
)
|
|
(4,505
|
)
|
|
(3,588
|
)
|
|||
Cash grants under the American Recovery and Reinvestment Act of 2009
|
335
|
|
|
8
|
|
|
343
|
|
|||
Nuclear fuel purchases
|
(283
|
)
|
|
(361
|
)
|
|
(287
|
)
|
|||
Other capital expenditures and other investments
|
(181
|
)
|
|
(83
|
)
|
|
(75
|
)
|
|||
Sale of independent power and other investments of NEER
|
658
|
|
|
52
|
|
|
307
|
|
|||
Proceeds from sale or maturity of securities in special use funds and other investments
|
3,776
|
|
|
4,851
|
|
|
4,621
|
|
|||
Purchases of securities in special use funds and other investments
|
(3,829
|
)
|
|
(4,982
|
)
|
|
(4,767
|
)
|
|||
Proceeds from the sale of a noncontrolling interest in subsidiaries
|
645
|
|
|
345
|
|
|
438
|
|
|||
Other - net
|
(59
|
)
|
|
98
|
|
|
(286
|
)
|
|||
Net cash used in investing activities
|
(8,110
|
)
|
|
(8,005
|
)
|
|
(6,361
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Issuances of long-term debt
|
5,657
|
|
|
5,772
|
|
|
5,054
|
|
|||
Retirements of long-term debt
|
(3,310
|
)
|
|
(3,972
|
)
|
|
(4,750
|
)
|
|||
Proceeds from differential membership investors
|
1,859
|
|
|
761
|
|
|
978
|
|
|||
Payments to differential membership investors
|
(122
|
)
|
|
(92
|
)
|
|
(71
|
)
|
|||
Proceeds from other short-term debt
|
500
|
|
|
1,225
|
|
|
500
|
|
|||
Repayments of other short-term debt
|
(662
|
)
|
|
(813
|
)
|
|
(500
|
)
|
|||
Net change in commercial paper
|
(106
|
)
|
|
(768
|
)
|
|
451
|
|
|||
Issuances of common stock - net
|
537
|
|
|
1,298
|
|
|
633
|
|
|||
Dividends on common stock
|
(1,612
|
)
|
|
(1,385
|
)
|
|
(1,261
|
)
|
|||
Other - net
|
(246
|
)
|
|
(143
|
)
|
|
(34
|
)
|
|||
Net cash provided by financing activities
|
2,495
|
|
|
1,883
|
|
|
1,000
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
721
|
|
|
(6
|
)
|
|
139
|
|
|||
Cash and cash equivalents at beginning of year
|
571
|
|
|
577
|
|
|
438
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,292
|
|
|
$
|
571
|
|
|
$
|
577
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest (net of amount capitalized)
|
$
|
1,193
|
|
|
$
|
1,143
|
|
|
$
|
1,181
|
|
Cash paid for income taxes - net
|
$
|
91
|
|
|
$
|
33
|
|
|
$
|
46
|
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Accrued property additions
|
$
|
3,626
|
|
|
$
|
2,616
|
|
|
$
|
956
|
|
Assumption of debt/acquisition holdbacks in connection with Texas pipeline acquisition
|
$
|
—
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
Decrease in property, plant and equipment - net as a result of cash grants primarily under the American Recovery and Reinvestment Act of 2009
|
$
|
419
|
|
|
$
|
224
|
|
|
$
|
161
|
|
Decrease (increase) in property, plant and equipment - net as a result of a settlement
|
$
|
(72
|
)
|
|
$
|
(45
|
)
|
|
$
|
181
|
|
Proceeds from differential membership investors used to reduce debt
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Unearned
ESOP
Compensation
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
Common
Shareholders'
Equity
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
|
Shares
|
|
Aggregate
Par Value
|
|
||||||||||||||||||||||||||||||
Balances, December 31, 2013
|
435
|
|
|
$
|
4
|
|
|
$
|
6,437
|
|
|
$
|
(26
|
)
|
|
$
|
56
|
|
|
$
|
11,569
|
|
|
$
|
18,040
|
|
|
$
|
—
|
|
|
$
|
18,040
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,465
|
|
|
2,465
|
|
|
4
|
|
|
|
|||||||||
Issuances of common stock, net of issuance cost of less than $1
|
7
|
|
|
—
|
|
|
604
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
607
|
|
|
—
|
|
|
|
|||||||||
Exercise of stock options and other incentive plan activity
|
1
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
|
|||||||||
Dividends on common stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
(1,261
|
)
|
|
—
|
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|
(2
|
)
|
|
|
|||||||||
NEP acquisition of limited partner interest in NEP OpCo
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
50
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
18
|
|
|
|
|||||||||
Balances, December 31, 2014
|
443
|
|
|
4
|
|
|
7,193
|
|
|
(14
|
)
|
|
(40
|
)
|
|
12,773
|
|
|
19,916
|
|
|
252
|
|
|
$
|
20,168
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,752
|
|
|
2,752
|
|
|
10
|
|
|
|
|||||||||
Issuances of common stock, net of issuance cost of less than $1
|
17
|
|
|
1
|
|
|
1,302
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1,307
|
|
|
—
|
|
|
|
|||||||||
Dividends on common stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
|
(1,385
|
)
|
|
—
|
|
|
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
(127
|
)
|
|
(11
|
)
|
|
|
|||||||||
Premium on equity units
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
|
|||||||||
Sale of NEER assets to NEP
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
252
|
|
|
|
|||||||||
Other
|
1
|
|
|
—
|
|
|
94
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
35
|
|
|
|
|||||||||
Balances, December 31, 2015
|
461
|
|
|
5
|
|
|
8,597
|
|
|
(1
|
)
|
|
(167
|
)
|
|
14,140
|
|
|
22,574
|
|
|
538
|
|
|
$
|
23,112
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,912
|
|
|
2,912
|
|
|
93
|
|
|
|
|||||||||
Issuances of common stock, net of issuance cost of less than $1
|
6
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
527
|
|
|
—
|
|
|
|
|||||||||
Dividends on common stock
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,612
|
)
|
|
(1,612
|
)
|
|
—
|
|
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
|
|||||||||
Premium on equity units
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
|
|||||||||
Sale of NEER assets to NEP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
|
|||||||||
Other
|
1
|
|
|
—
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
18
|
|
|
43
|
|
|
(74
|
)
|
|
|
|||||||||
Balances, December 31, 2016
|
468
|
|
|
$
|
5
|
|
|
$
|
8,948
|
|
|
$
|
—
|
|
|
$
|
(70
|
)
|
|
$
|
15,458
|
|
|
$
|
24,341
|
|
|
$
|
990
|
|
|
$
|
25,331
|
|
(a)
|
Dividends per share were
$3.48
,
$3.08
and
$2.90
for the years ended December 31,
2016
,
2015
and
2014
, respectively.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING REVENUES
|
$
|
10,895
|
|
|
$
|
11,651
|
|
|
$
|
11,421
|
|
OPERATING EXPENSES (INCOME)
|
|
|
|
|
|
|
|
|
|||
Fuel, purchased power and interchange
|
3,297
|
|
|
4,276
|
|
|
4,375
|
|
|||
Other operations and maintenance
|
1,600
|
|
|
1,617
|
|
|
1,620
|
|
|||
Depreciation and amortization
|
1,651
|
|
|
1,576
|
|
|
1,432
|
|
|||
Taxes other than income taxes and other - net
|
1,189
|
|
|
1,205
|
|
|
1,166
|
|
|||
Total operating expenses - net
|
7,737
|
|
|
8,674
|
|
|
8,593
|
|
|||
OPERATING INCOME
|
3,158
|
|
|
2,977
|
|
|
2,828
|
|
|||
OTHER INCOME (DEDUCTIONS)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(456
|
)
|
|
(445
|
)
|
|
(439
|
)
|
|||
Allowance for equity funds used during construction
|
74
|
|
|
68
|
|
|
36
|
|
|||
Other - net
|
2
|
|
|
5
|
|
|
2
|
|
|||
Total other deductions - net
|
(380
|
)
|
|
(372
|
)
|
|
(401
|
)
|
|||
INCOME BEFORE INCOME TAXES
|
2,778
|
|
|
2,605
|
|
|
2,427
|
|
|||
INCOME TAXES
|
1,051
|
|
|
957
|
|
|
910
|
|
|||
NET INCOME
(a)
|
$
|
1,727
|
|
|
$
|
1,648
|
|
|
$
|
1,517
|
|
(a)
|
FPL's comprehensive income is the same as reported net income.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ELECTRIC UTILITY PLANT AND OTHER PROPERTY
|
|
|
|
||||
Plant in service and other property
|
$
|
44,966
|
|
|
$
|
41,227
|
|
Nuclear fuel
|
1,308
|
|
|
1,306
|
|
||
Construction work in progress
|
2,039
|
|
|
2,850
|
|
||
Accumulated depreciation and amortization
|
(12,304
|
)
|
|
(11,862
|
)
|
||
Total electric utility plant and other property - net
|
36,009
|
|
|
33,521
|
|
||
CURRENT ASSETS
|
|
|
|
|
|
||
Cash and cash equivalents
|
33
|
|
|
23
|
|
||
Customer receivables, net of allowances of
$2 and $3
, respectively
|
768
|
|
|
849
|
|
||
Other receivables
|
148
|
|
|
123
|
|
||
Materials, supplies and fossil fuel inventory
|
851
|
|
|
826
|
|
||
Regulatory assets
|
524
|
|
|
502
|
|
||
Derivatives
|
209
|
|
|
3
|
|
||
Other
|
213
|
|
|
181
|
|
||
Total current assets
|
2,746
|
|
|
2,507
|
|
||
OTHER ASSETS
|
|
|
|
|
|
||
Special use funds
|
3,665
|
|
|
3,504
|
|
||
Prepaid benefit costs
|
1,301
|
|
|
1,243
|
|
||
Regulatory assets ($107 and $128 related to a VIE, respectively)
|
1,573
|
|
|
1,513
|
|
||
Other
|
207
|
|
|
235
|
|
||
Total other assets
|
6,746
|
|
|
6,495
|
|
||
TOTAL ASSETS
|
$
|
45,501
|
|
|
$
|
42,523
|
|
CAPITALIZATION
|
|
|
|
|
|
||
Common stock (no par value, 1,000 shares authorized, issued and outstanding)
|
$
|
1,373
|
|
|
$
|
1,373
|
|
Additional paid-in capital
|
8,332
|
|
|
7,733
|
|
||
Retained earnings
|
6,875
|
|
|
6,447
|
|
||
Total common shareholder's equity
|
16,580
|
|
|
15,553
|
|
||
Long-term debt ($144 and $210 related to a VIE, respectively)
|
9,705
|
|
|
9,956
|
|
||
Total capitalization
|
26,285
|
|
|
25,509
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Commercial paper
|
268
|
|
|
56
|
|
||
Other short-term debt
|
150
|
|
|
100
|
|
||
Current maturities of long-term debt
|
367
|
|
|
64
|
|
||
Accounts payable
|
837
|
|
|
664
|
|
||
Customer deposits
|
466
|
|
|
469
|
|
||
Accrued interest and taxes
|
240
|
|
|
279
|
|
||
Derivatives
|
1
|
|
|
222
|
|
||
Accrued construction-related expenditures
|
262
|
|
|
240
|
|
||
Regulatory liabilities
|
294
|
|
|
12
|
|
||
Other
|
496
|
|
|
343
|
|
||
Total current liabilities
|
3,381
|
|
|
2,449
|
|
||
OTHER LIABILITIES AND DEFERRED CREDITS
|
|
|
|
|
|
||
Asset retirement obligations
|
1,919
|
|
|
1,822
|
|
||
Deferred income taxes
|
8,541
|
|
|
7,730
|
|
||
Regulatory liabilities
|
4,893
|
|
|
4,595
|
|
||
Other
|
482
|
|
|
418
|
|
||
Total other liabilities and deferred credits
|
15,835
|
|
|
14,565
|
|
||
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
||
TOTAL CAPITALIZATION AND LIABILITIES
|
$
|
45,501
|
|
|
$
|
42,523
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
1,727
|
|
|
$
|
1,648
|
|
|
$
|
1,517
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
1,651
|
|
|
1,576
|
|
|
1,432
|
|
|||
Nuclear fuel and other amortization
|
218
|
|
|
209
|
|
|
201
|
|
|||
Deferred income taxes
|
932
|
|
|
504
|
|
|
601
|
|
|||
Cost recovery clauses and franchise fees
|
94
|
|
|
176
|
|
|
(67
|
)
|
|||
Purchased power agreement termination
|
—
|
|
|
(521
|
)
|
|
—
|
|
|||
Recoverable storm-related costs
|
(223
|
)
|
|
—
|
|
|
—
|
|
|||
Other - net
|
42
|
|
|
(56
|
)
|
|
94
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Current assets
|
26
|
|
|
(89
|
)
|
|
(125
|
)
|
|||
Noncurrent assets
|
(31
|
)
|
|
(53
|
)
|
|
(103
|
)
|
|||
Current liabilities
|
16
|
|
|
40
|
|
|
(70
|
)
|
|||
Noncurrent liabilities
|
(86
|
)
|
|
(41
|
)
|
|
(26
|
)
|
|||
Net cash provided by operating activities
|
4,366
|
|
|
3,393
|
|
|
3,454
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(3,776
|
)
|
|
(3,428
|
)
|
|
(3,067
|
)
|
|||
Nuclear fuel purchases
|
(158
|
)
|
|
(205
|
)
|
|
(174
|
)
|
|||
Proceeds from sale or maturity of securities in special use funds
|
2,495
|
|
|
3,731
|
|
|
3,349
|
|
|||
Purchases of securities in special use funds
|
(2,506
|
)
|
|
(3,792
|
)
|
|
(3,414
|
)
|
|||
Other - net
|
(15
|
)
|
|
19
|
|
|
(268
|
)
|
|||
Net cash used in investing activities
|
(3,960
|
)
|
|
(3,675
|
)
|
|
(3,574
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Issuances of long-term debt
|
309
|
|
|
1,084
|
|
|
997
|
|
|||
Retirements of long-term debt
|
(262
|
)
|
|
(551
|
)
|
|
(355
|
)
|
|||
Proceeds from other short-term debt
|
500
|
|
|
100
|
|
|
—
|
|
|||
Repayments of other short-term debt
|
(450
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in commercial paper
|
212
|
|
|
(1,086
|
)
|
|
938
|
|
|||
Capital contributions from NEE
|
600
|
|
|
1,454
|
|
|
100
|
|
|||
Dividends to NEE
|
(1,300
|
)
|
|
(700
|
)
|
|
(1,550
|
)
|
|||
Other - net
|
(5
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Net cash provided by (used in) financing activities
|
(396
|
)
|
|
291
|
|
|
115
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
10
|
|
|
9
|
|
|
(5
|
)
|
|||
Cash and cash equivalents at beginning of year
|
23
|
|
|
14
|
|
|
19
|
|
|||
Cash and cash equivalents at end of year
|
$
|
33
|
|
|
$
|
23
|
|
|
$
|
14
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest (net of amount capitalized)
|
$
|
434
|
|
|
$
|
435
|
|
|
$
|
417
|
|
Cash paid for income taxes - net
|
$
|
147
|
|
|
$
|
439
|
|
|
$
|
342
|
|
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Accrued property additions
|
$
|
664
|
|
|
$
|
474
|
|
|
$
|
404
|
|
|
Common
Stock
|
|
Additional
Paid-In Capital
|
|
Retained
Earnings
|
|
Common
Shareholder's
Equity
|
||||||||
Balances, December 31, 2013
|
$
|
1,373
|
|
|
$
|
6,179
|
|
|
$
|
5,532
|
|
|
$
|
13,084
|
|
Net income
|
—
|
|
|
—
|
|
|
1,517
|
|
|
|
|||||
Capital contributions from NEE
|
—
|
|
|
100
|
|
|
—
|
|
|
|
|||||
Dividends to NEE
|
—
|
|
|
—
|
|
|
(1,550
|
)
|
|
|
|||||
Balances, December 31, 2014
|
1,373
|
|
|
6,279
|
|
|
5,499
|
|
|
$
|
13,151
|
|
|||
Net income
|
—
|
|
|
—
|
|
|
1,648
|
|
|
|
|||||
Capital contributions from NEE
|
—
|
|
|
1,454
|
|
|
—
|
|
|
|
|||||
Dividends to NEE
|
—
|
|
|
—
|
|
|
(700
|
)
|
|
|
|||||
Balances, December 31, 2015
|
1,373
|
|
|
7,733
|
|
|
6,447
|
|
|
$
|
15,553
|
|
|||
Net income
|
—
|
|
|
—
|
|
|
1,727
|
|
|
|
|||||
Capital contributions from NEE
|
—
|
|
|
600
|
|
|
—
|
|
|
|
|||||
Dividends to NEE
|
—
|
|
|
—
|
|
|
(1,300
|
)
|
|
|
|||||
Other
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
|
|||||
Balances, December 31, 2016
|
$
|
1,373
|
|
|
$
|
8,332
|
|
|
$
|
6,875
|
|
|
$
|
16,580
|
|
|
NEE
|
|
FPL
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(millions)
|
||||||||||||||
Regulatory assets:
|
|
|
|
|
|
|
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
—
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
218
|
|
Storm reserve deficiency
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
||||
Other
|
321
|
|
|
285
|
|
|
321
|
|
|
284
|
|
||||
Total
|
$
|
524
|
|
|
$
|
503
|
|
|
$
|
524
|
|
|
$
|
502
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchased power agreement termination
|
$
|
636
|
|
|
$
|
726
|
|
|
$
|
636
|
|
|
$
|
726
|
|
Other
|
1,258
|
|
|
1,052
|
|
|
937
|
|
|
787
|
|
||||
Total
|
$
|
1,894
|
|
|
$
|
1,778
|
|
|
$
|
1,573
|
|
|
$
|
1,513
|
|
Regulatory liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current:
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
208
|
|
|
$
|
—
|
|
Other
|
91
|
|
|
14
|
|
|
86
|
|
|
12
|
|
||||
Total
|
$
|
299
|
|
|
$
|
14
|
|
|
$
|
294
|
|
|
$
|
12
|
|
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued asset removal costs
|
$
|
1,956
|
|
|
$
|
1,930
|
|
|
$
|
1,944
|
|
|
$
|
1,921
|
|
Asset retirement obligation regulatory expense difference
|
2,294
|
|
|
2,182
|
|
|
2,294
|
|
|
2,182
|
|
||||
Other
|
656
|
|
|
494
|
|
|
655
|
|
|
492
|
|
||||
Total
|
$
|
4,906
|
|
|
$
|
4,606
|
|
|
$
|
4,893
|
|
|
$
|
4,595
|
|
•
|
New retail base rates and charges were established resulting in the following increases in annualized retail base revenues:
|
◦
|
$400 million
beginning January 1, 2017;
|
◦
|
$211 million
beginning January 1, 2018; and
|
◦
|
$200 million
when a new approximately
1,750
MW natural gas-fired combined-cycle unit in Okeechobee County, Florida achieves commercial operation, which is expected to occur in mid-2019.
|
•
|
In addition, FPL is eligible to receive, subject to conditions specified in the 2016 rate agreement, base rate increases associated with the addition of up to
300
MW annually of new solar generation in each of 2017 through 2020 and may carry forward any unused MW to subsequent years during the term of the 2016 rate agreement. FPL will be required to demonstrate that any proposed solar facilities are cost effective and scheduled to be in service before December 31, 2021. FPL has agreed to an installed cost cap of
$1,750
per kilowatt (kW).
|
•
|
FPL's allowed regulatory return on common equity (ROE) is
10.55%
, with a range of
9.60%
to
11.60%
. If FPL's earned regulatory ROE falls below
9.60%
, FPL may seek retail base rate relief. If the earned regulatory ROE rises above
11.60%
, any party other than FPL may seek a review of FPL's retail base rates.
|
•
|
Subject to certain conditions, FPL may amortize, over the term of the 2016 rate agreement, up to
$1.0 billion
of depreciation reserve surplus plus the reserve amount remaining under FPL's 2012 rate agreement discussed below (approximately
$250 million
), provided that in any year of the 2016 rate agreement, FPL must amortize at least enough reserve to maintain a
9.60%
earned regulatory ROE but may not amortize any reserve that would result in an earned regulatory ROE in excess of
11.60%
.
|
•
|
Future storm restoration costs would be recoverable on an interim basis beginning
60
days from the filing of a cost recovery petition, but capped at an amount that could produce a surcharge of no more than
$4
for every
1,000
kilowatt-hour (kWh) of usage on residential bills during the first
12
months of cost recovery. Any additional costs would be eligible for recovery in subsequent years. If storm restoration costs exceed
$800 million
in any given calendar year, FPL may request an increase to the
$4
surcharge to recover amounts above
$400 million
.
|
•
|
a regulatory ROE of
10.50%
with a range of plus or minus
100
basis points;
|
•
|
an increase in annualized base revenue requirements as each of three FPL modernized power plants became operational in April 2013, April 2014 and April 2016;
|
•
|
the continuation of cost recovery through the capacity clause (reported as retail base revenues) for a generating unit which was placed in service in May 2011 (beginning January 2017, under the 2016 rate agreement, cost recovery will be through base rates);
|
•
|
subject to certain conditions, the right to reduce depreciation expense up to
$400 million
(reserve), provided that in any year of the 2012 rate agreement, FPL was required to amortize enough reserve to maintain an earned regulatory ROE within the range of
9.50%
to
11.50%
(see Rate Regulation above regarding a subsequent reduction in the reserve amount);
|
•
|
an interim cost recovery mechanism for storm restoration costs (see Securitized Storm-Recovery Costs, Storm Fund and Storm Reserve below); and
|
•
|
an incentive mechanism whereby customers receive
100%
of certain gains, including but not limited to, gains from the purchase and sale of electricity and natural gas (including transportation and storage), up to a specified threshold; gains exceeding that specified threshold were shared by FPL and its customers.
|
|
Weighted-
Average
Useful Lives
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
|||||
|
(years)
|
|
(millions)
|
||||||
Goodwill (by reporting unit):
|
|
|
|
|
|
||||
NEER segment:
|
|
|
|
|
|
||||
Gas infrastructure, primarily Texas pipelines
|
|
|
$
|
641
|
|
|
$
|
635
|
|
Customer supply
|
|
|
72
|
|
|
72
|
|
||
Generation assets
|
|
|
38
|
|
|
43
|
|
||
Other
|
|
|
28
|
|
|
28
|
|
||
Total goodwill
|
|
|
$
|
779
|
|
|
$
|
778
|
|
Other intangible assets not subject to amortization, primarily land easements
|
|
|
$
|
143
|
|
|
$
|
143
|
|
Other intangible assets subject to amortization:
|
|
|
|
|
|
||||
Customer relationships associated with gas infrastructure
|
41
|
|
$
|
700
|
|
|
$
|
720
|
|
Purchased power agreements
|
22
|
|
444
|
|
|
328
|
|
||
Other, primarily transmission and development rights and customer lists
|
19
|
|
81
|
|
|
136
|
|
||
Total
|
|
|
1,225
|
|
|
1,184
|
|
||
Accumulated amortization
|
|
|
(115
|
)
|
|
(120
|
)
|
||
Total other intangible assets subject to amortization - net
|
|
|
$
|
1,110
|
|
|
$
|
1,064
|
|
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Change in pension plan assets:
|
|
|
|
||||
Fair value of plan assets at January 1
|
$
|
3,563
|
|
|
$
|
3,698
|
|
Actual return on plan assets
|
217
|
|
|
(8
|
)
|
||
Benefit payments
|
(129
|
)
|
|
(127
|
)
|
||
Fair value of plan assets at December 31
|
$
|
3,651
|
|
|
$
|
3,563
|
|
Change in pension benefit obligation:
|
|
|
|
|
|
||
Obligation at January 1
|
$
|
2,408
|
|
|
$
|
2,454
|
|
Service cost
|
62
|
|
|
70
|
|
||
Interest cost
|
105
|
|
|
97
|
|
||
Plan amendments
|
(19
|
)
|
|
—
|
|
||
Actuarial losses (gains) - net
|
47
|
|
|
(86
|
)
|
||
Benefit payments
|
(129
|
)
|
|
(127
|
)
|
||
Obligation at December 31
(a)
|
$
|
2,474
|
|
|
$
|
2,408
|
|
Funded status:
|
|
|
|
|
|
||
Prepaid pension benefit costs at NEE at December 31
|
$
|
1,177
|
|
|
$
|
1,155
|
|
Prepaid pension benefit costs at FPL at December 31
|
$
|
1,301
|
|
|
$
|
1,243
|
|
(a)
|
NEE's accumulated pension benefit obligation, which includes no assumption about future salary levels, at
December 31, 2016
and
2015
was approximately $
2,439 million
and $
2,366 million
, respectively.
|
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Unrecognized prior service benefit (cost) (net of $2 tax expense and $1 tax benefit, respectively)
|
$
|
3
|
|
|
$
|
(2
|
)
|
Unrecognized losses (net of $55 and $38 tax benefit, respectively)
|
(87
|
)
|
|
(60
|
)
|
||
Total
|
$
|
(84
|
)
|
|
$
|
(62
|
)
|
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Unrecognized prior service cost (benefit)
|
$
|
(4
|
)
|
|
$
|
9
|
|
Unrecognized losses
|
280
|
|
|
232
|
|
||
Total
|
$
|
276
|
|
|
$
|
241
|
|
|
2016
|
|
2015
|
||
Discount rate
(a)
|
4.09
|
%
|
|
4.35
|
%
|
Salary increase
|
4.10
|
%
|
|
4.10
|
%
|
(a)
|
Beginning in 2017, NEE changed its method of estimating the interest cost component of net periodic benefit costs and will use a full yield curve approach by applying a specific spot rate along the yield curve rather than a single weighted-average discount rate. Such change is not expected to have a material impact on the pension and postretirement plans' net periodic benefit costs.
|
|
December 31, 2016
(a)
|
||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(millions)
|
||||||||||||||
Equity securities
(b)
|
$
|
879
|
|
|
$
|
16
|
|
|
$
|
3
|
|
|
$
|
898
|
|
Equity commingled vehicles
(c)
|
—
|
|
|
845
|
|
|
—
|
|
|
845
|
|
||||
U.S. Government and municipal bonds
|
143
|
|
|
12
|
|
|
—
|
|
|
155
|
|
||||
Corporate debt securities
(d)
|
3
|
|
|
246
|
|
|
1
|
|
|
250
|
|
||||
Asset-backed securities
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||
Debt security commingled vehicles
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||
Convertible securities
(e)
|
21
|
|
|
277
|
|
|
—
|
|
|
298
|
|
||||
Total investments in the fair value hierarchy
|
$
|
1,046
|
|
|
$
|
1,542
|
|
|
$
|
4
|
|
|
2,592
|
|
|
Total investments measured at net asset value
(f)
|
|
|
|
|
|
|
1,059
|
|
|||||||
Total fair value of plan assets
|
|
|
|
|
|
|
$
|
3,651
|
|
(a)
|
See Note 4 for discussion of fair value measurement techniques and inputs.
|
(b)
|
Includes foreign investments of $
370 million
.
|
(c)
|
Includes foreign investments of $
261 million
.
|
(d)
|
Includes foreign investments of $
67 million
.
|
(e)
|
Includes foreign investments of $
31 million
.
|
(f)
|
Includes foreign investments of $
282 million
.
|
|
December 31, 2015
(a)
|
||||||||||||||
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
(millions)
|
||||||||||||||
Equity securities
(b)
|
$
|
910
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
$
|
932
|
|
Equity commingled vehicles
(c)
|
—
|
|
|
792
|
|
|
—
|
|
|
792
|
|
||||
U.S. Government and municipal bonds
|
110
|
|
|
13
|
|
|
—
|
|
|
123
|
|
||||
Corporate debt securities
(d)
|
2
|
|
|
277
|
|
|
1
|
|
|
280
|
|
||||
Asset-backed securities
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||
Debt security commingled vehicles
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Convertible securities
(e)
|
16
|
|
|
258
|
|
|
—
|
|
|
274
|
|
||||
Total investments in the fair value hierarchy
|
$
|
1,038
|
|
|
$
|
1,549
|
|
|
$
|
2
|
|
|
2,589
|
|
|
Total investments measured at net asset value
(f)
|
|
|
|
|
|
|
974
|
|
|||||||
Total fair value of plan assets
|
|
|
|
|
|
|
$
|
3,563
|
|
(a)
|
See Note 4 for discussion of fair value measurement techniques and inputs.
|
(b)
|
Includes foreign investments of $
384 million
.
|
(c)
|
Includes foreign investments of $
249 million
.
|
(d)
|
Includes foreign investments of $
68 million
.
|
(e)
|
Includes foreign investments of $
23 million
.
|
(f)
|
Includes foreign investments of $
283 million
.
|
2017
|
$
|
155
|
|
2018
|
$
|
156
|
|
2019
|
$
|
160
|
|
2020
|
$
|
163
|
|
2021
|
$
|
170
|
|
2022 - 2026
|
$
|
879
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
(millions)
|
|
|
||||||||||||||||||
Service cost
|
$
|
62
|
|
|
$
|
70
|
|
|
$
|
61
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost
|
105
|
|
|
97
|
|
|
101
|
|
|
13
|
|
|
13
|
|
|
16
|
|
||||||
Expected return on plan assets
|
(260
|
)
|
|
(253
|
)
|
|
(241
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Amortization of prior service cost (benefit)
|
1
|
|
|
1
|
|
|
5
|
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Amortization of losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Net periodic (income) cost at NEE
|
$
|
(92
|
)
|
|
$
|
(85
|
)
|
|
$
|
(74
|
)
|
|
$
|
12
|
|
|
$
|
14
|
|
|
$
|
15
|
|
Net periodic (income) cost at FPL
|
$
|
(58
|
)
|
|
$
|
(55
|
)
|
|
$
|
(47
|
)
|
|
$
|
9
|
|
|
$
|
11
|
|
|
$
|
11
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Prior service benefit (net of $3 and $3 tax expense, respectively)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Net losses (net of $16, $27 and $29 tax benefit, respectively)
|
(26
|
)
|
|
(44
|
)
|
|
(45
|
)
|
|||
Amortization of prior service benefit
|
—
|
|
|
—
|
|
|
1
|
|
|||
Total
|
$
|
(22
|
)
|
|
$
|
(44
|
)
|
|
$
|
(40
|
)
|
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Prior service benefit
|
$
|
(12
|
)
|
|
$
|
—
|
|
Unrecognized losses
|
48
|
|
|
104
|
|
||
Amortization of prior service benefit
|
(1
|
)
|
|
(1
|
)
|
||
Total
|
$
|
35
|
|
|
$
|
103
|
|
(a)
|
In developing the expected long-term rate of return on assets assumption for its pension plan, NEE evaluated input, including other qualitative and quantitative factors, from its actuaries and consultants, as well as information available in the marketplace. NEE considered different models, capital market return assumptions and historical returns for a portfolio with an equity/bond asset mix similar to its pension fund. NEE also considered its pension fund's historical compounded returns.
|
(b)
|
In 2016 and 2015, an expected long-term rate of return of
7.75%
is presented net of investment management fees.
|
|
December 31, 2016
|
||||||||||||||
|
Fair Values of Derivatives Not
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Fair Values of Derivatives Not
Designated as Hedging Instruments for Accounting Purposes - Net Basis |
||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
(millions)
|
||||||||||||||
NEE:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
4,590
|
|
|
$
|
2,968
|
|
|
$
|
1,938
|
|
|
$
|
483
|
|
Interest rate contracts
|
288
|
|
|
284
|
|
|
296
|
|
|
292
|
|
||||
Foreign currency contracts
|
1
|
|
|
106
|
|
|
1
|
|
|
106
|
|
||||
Total fair values
|
$
|
4,879
|
|
|
$
|
3,358
|
|
|
$
|
2,235
|
|
|
$
|
881
|
|
|
|
|
|
|
|
|
|
||||||||
FPL:
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
$
|
212
|
|
|
$
|
4
|
|
|
$
|
209
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
||||||||
Net fair value by NEE balance sheet line item:
|
|
|
|
|
|
|
|
||||||||
Current derivative assets
(a)
|
|
|
|
|
$
|
885
|
|
|
|
||||||
Noncurrent derivative assets
(b)
|
|
|
|
|
1,350
|
|
|
|
|||||||
Current derivative liabilities
|
|
|
|
|
|
|
|
$
|
404
|
|
|||||
Noncurrent derivative liabilities
|
|
|
|
|
|
|
|
477
|
|
||||||
Total derivatives
|
|
|
|
|
$
|
2,235
|
|
|
$
|
881
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net fair value by FPL balance sheet line item:
|
|
|
|
|
|
|
|
||||||||
Current derivative assets
|
|
|
|
|
$
|
209
|
|
|
|
||||||
Current derivative liabilities
|
|
|
|
|
|
|
$
|
1
|
|
||||||
Total derivatives
|
|
|
|
|
$
|
209
|
|
|
$
|
1
|
|
(a)
|
Reflects the netting of approximately
$96 million
in margin cash collateral received from counterparties.
|
(b)
|
Reflects the netting of approximately
$71 million
in margin cash collateral received from counterparties.
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Fair Values of Derivatives
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Fair Values of Derivatives Not
Designated as Hedging
Instruments for Accounting
Purposes - Gross Basis
|
|
Total Derivatives Combined -
Net Basis
|
||||||||||||||||||
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,906
|
|
|
$
|
4,580
|
|
|
$
|
1,937
|
|
|
$
|
982
|
|
Interest rate contracts
|
33
|
|
|
155
|
|
|
2
|
|
|
160
|
|
|
34
|
|
|
319
|
|
||||||
Foreign currency contracts
|
—
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
||||||
Total fair values
|
$
|
33
|
|
|
$
|
287
|
|
|
$
|
5,908
|
|
|
$
|
4,740
|
|
|
$
|
1,971
|
|
|
$
|
1,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FPL:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
225
|
|
|
$
|
4
|
|
|
$
|
222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net fair value by NEE balance sheet line item:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current derivative assets
(a)
|
|
|
|
|
|
|
|
|
$
|
712
|
|
|
|
||||||||||
Assets held for sale
|
|
|
|
|
|
|
|
|
57
|
|
|
|
|||||||||||
Noncurrent derivative assets
(b)
|
|
|
|
|
|
|
|
|
1,202
|
|
|
|
|||||||||||
Current derivative liabilities
(c)
|
|
|
|
|
|
|
|
|
|
|
$
|
882
|
|
||||||||||
Liabilities associated with assets held for sale
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|||||||||||
Noncurrent derivative liabilities
(d)
|
|
|
|
|
|
|
|
|
|
|
530
|
|
|||||||||||
Total derivatives
|
|
|
|
|
|
|
|
|
$
|
1,971
|
|
|
$
|
1,428
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net fair value by FPL balance sheet line item:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current derivative assets
|
|
|
|
|
|
|
|
|
$
|
3
|
|
|
|
||||||||||
Noncurrent other assets
|
|
|
|
|
|
|
|
|
1
|
|
|
|
|||||||||||
Current derivative liabilities
|
|
|
|
|
|
|
|
|
|
|
$
|
222
|
|
||||||||||
Total derivatives
|
|
|
|
|
|
|
|
|
$
|
4
|
|
|
$
|
222
|
|
(a)
|
Reflects the netting of approximately
$279 million
in margin cash collateral received from counterparties.
|
(b)
|
Reflects the netting of approximately
$151 million
in margin cash collateral received from counterparties.
|
(c)
|
Reflects the netting of approximately
$46 million
in margin cash collateral paid to counterparties.
|
(d)
|
Reflects the netting of approximately
$13 million
in margin cash collateral paid to counterparties.
|
(a)
|
Included in interest expense.
|
(b)
|
For 2015 and 2014, losses of approximately
$11 million
and
$8 million
, respectively, are included in interest expense and the balances are included in other - net.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions)
|
||||||||||
Commodity contracts:
(a)
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
459
|
|
|
$
|
932
|
|
|
$
|
420
|
|
Fuel, purchased power and interchange
|
(1
|
)
|
|
8
|
|
|
1
|
|
|||
Foreign currency contracts - interest expense
|
14
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency contracts - other - net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Interest rate contracts - interest expense
|
181
|
|
|
8
|
|
|
(64
|
)
|
|||
Losses reclassified from AOCI to interest expense:
|
|
|
|
|
|
||||||
Interest rate contracts
|
(90
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency contracts
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
551
|
|
|
$
|
948
|
|
|
$
|
356
|
|
(a)
|
For the years ended
December 31, 2016
,
2015
and
2014
, FPL recorded gains (losses) of approximately
$203 million
,
$(326) million
and
$(289) million
, respectively, related to commodity contracts as regulatory liabilities (assets) on its consolidated balance sheets.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
Commodity Type
|
|
NEE
|
|
FPL
|
|
NEE
|
|
FPL
|
||||||||||||
|
|
(millions)
|
||||||||||||||||||
Power
|
|
(84
|
)
|
|
MWh
(a)
|
|
—
|
|
|
|
|
(112
|
)
|
|
MWh
(a)
|
|
—
|
|
|
|
Natural gas
|
|
1,002
|
|
|
MMBtu
(b)
|
|
618
|
|
|
MMBtu
(b)
|
|
1,321
|
|
|
MMBtu
(b)
|
|
833
|
|
|
MMBtu
(b)
|
Oil
|
|
(7
|
)
|
|
barrels
|
|
—
|
|
|
|
|
(9
|
)
|
|
barrels
|
|
—
|
|
|
|
(a)
|
Megawatt-hours
|
(b)
|
One million British thermal units
|
|
December 31, 2016
|
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(a)
|
|
Total
|
|
||||||||||
|
(millions)
|
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents and restricted cash:
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE - equity securities
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
982
|
|
|
||
FPL - equity securities
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
120
|
|
|
||
Special use funds:
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
1,410
|
|
|
$
|
1,503
|
|
(d)
|
$
|
—
|
|
|
|
|
$
|
2,913
|
|
|
||
U.S. Government and municipal bonds
|
$
|
296
|
|
|
$
|
170
|
|
|
$
|
—
|
|
|
|
|
$
|
466
|
|
|
||
Corporate debt securities
|
$
|
1
|
|
|
$
|
763
|
|
|
$
|
—
|
|
|
|
|
$
|
764
|
|
|
||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
|
|
$
|
498
|
|
|
||
Other debt securities
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
—
|
|
|
|
|
$
|
81
|
|
|
||
FPL:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
373
|
|
|
$
|
1,372
|
|
(d)
|
$
|
—
|
|
|
|
|
$
|
1,745
|
|
|
||
U.S. Government and municipal bonds
|
$
|
221
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
|
|
$
|
362
|
|
|
||
Corporate debt securities
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
—
|
|
|
|
|
$
|
547
|
|
|
||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
384
|
|
|
$
|
—
|
|
|
|
|
$
|
384
|
|
|
||
Other debt securities
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
|
|
$
|
70
|
|
|
||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
26
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
|
|
$
|
35
|
|
|
||
Debt securities
|
$
|
8
|
|
|
$
|
153
|
|
|
$
|
—
|
|
|
|
|
$
|
161
|
|
|
||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity contracts
|
$
|
1,563
|
|
|
$
|
1,827
|
|
|
$
|
1,200
|
|
|
$
|
(2,652
|
)
|
|
$
|
1,938
|
|
(e)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
285
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
296
|
|
(e)
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
(e)
|
FPL - commodity contracts
|
$
|
—
|
|
|
$
|
208
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
209
|
|
(e)
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity contracts
|
$
|
1,476
|
|
|
$
|
980
|
|
|
$
|
512
|
|
|
$
|
(2,485
|
)
|
|
$
|
483
|
|
(e)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
113
|
|
|
$
|
8
|
|
|
$
|
292
|
|
(e)
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
(e)
|
FPL - commodity contracts
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
(e)
|
(a)
|
Includes the effect of the contractual ability to settle contracts under master netting arrangements and the netting of margin cash collateral payments and receipts. NEE and FPL also have contract settlement receivable and payable balances that are subject to the master netting arrangements but are not offset within the consolidated balance sheets and are recorded in customer receivables - net and accounts payable, respectively.
|
(b)
|
Includes restricted cash of approximately
$164 million
(
$120 million
for FPL) in other current assets on the consolidated balance sheets.
|
(c)
|
Excludes investments accounted for under the equity method and loans not measured at fair value on a recurring basis. See Fair Value of Financial Instruments Recorded at Other than Fair Value below.
|
(d)
|
Primarily invested in commingled funds whose underlying securities would be Level 1 if those securities were held directly by NEE or FPL.
|
(e)
|
See Note 3 - Fair Value of Derivative Instruments for a reconciliation of net derivatives to NEE's and FPL's consolidated balance sheets.
|
|
December 31, 2015
|
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(a)
|
|
Total
|
|
||||||||||
|
(millions)
|
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash equivalents and restricted cash:
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE - equity securities
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
312
|
|
|
||
FPL - equity securities
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
36
|
|
|
||
Special use funds:
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
1,320
|
|
|
$
|
1,354
|
|
(d)
|
$
|
—
|
|
|
|
|
$
|
2,674
|
|
|
||
U.S. Government and municipal bonds
|
$
|
446
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
|
|
$
|
612
|
|
|
||
Corporate debt securities
|
$
|
—
|
|
|
$
|
713
|
|
|
$
|
—
|
|
|
|
|
$
|
713
|
|
|
||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
412
|
|
|
$
|
—
|
|
|
|
|
$
|
412
|
|
|
||
Other debt securities
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
|
|
$
|
52
|
|
|
||
FPL:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
364
|
|
|
$
|
1,234
|
|
(d)
|
$
|
—
|
|
|
|
|
$
|
1,598
|
|
|
||
U.S. Government and municipal bonds
|
$
|
335
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
|
|
$
|
480
|
|
|
||
Corporate debt securities
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
|
|
$
|
531
|
|
|
||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
327
|
|
|
$
|
—
|
|
|
|
|
$
|
327
|
|
|
||
Other debt securities
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
|
|
$
|
40
|
|
|
||
Other investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
$
|
30
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
|
|
$
|
40
|
|
|
||
Debt securities
|
$
|
39
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
|
|
$
|
171
|
|
|
||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity contracts
|
$
|
2,187
|
|
|
$
|
2,540
|
|
|
$
|
1,179
|
|
|
$
|
(3,969
|
)
|
|
$
|
1,937
|
|
(e)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
34
|
|
(e)
|
FPL - commodity contracts
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
4
|
|
(e)
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NEE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity contracts
|
$
|
2,153
|
|
|
$
|
1,887
|
|
|
$
|
540
|
|
|
$
|
(3,598
|
)
|
|
$
|
982
|
|
(e)
|
Interest rate contracts
|
$
|
—
|
|
|
$
|
214
|
|
|
$
|
101
|
|
|
$
|
4
|
|
|
$
|
319
|
|
(e)
|
Foreign currency contracts
|
$
|
—
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
127
|
|
(e)
|
FPL - commodity contracts
|
$
|
—
|
|
|
$
|
219
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
|
$
|
222
|
|
(e)
|
(a)
|
Includes the effect of the contractual ability to settle contracts under master netting arrangements and the netting of margin cash collateral payments and receipts. NEE and FPL also have contract settlement receivable and payable balances that are subject to the master netting arrangements but are not offset within the consolidated balance sheets and are recorded in customer receivables - net and accounts payable, respectively.
|
(b)
|
Includes restricted cash of approximately
$61 million
(
$36 million
for FPL) in other current assets on the consolidated balance sheets.
|
(c)
|
Excludes investments accounted for under the equity method and loans not measured at fair value on a recurring basis. See Fair Value of Financial Instruments Recorded at Other than Fair Value below.
|
(d)
|
Primarily invested in commingled funds whose underlying securities would be Level 1 if those securities were held directly by NEE or FPL.
|
(e)
|
See Note 3 - Fair Value of Derivative Instruments for a reconciliation of net derivatives to NEE's and FPL's consolidated balance sheets.
|
Transaction Type
|
|
Fair Value at
December 31, 2016
|
|
Valuation
Technique(s)
|
|
Significant
Unobservable Inputs
|
|
Range
|
||||||||
|
|
Assets
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||
|
|
(millions)
|
|
|
|
|
|
|
|
|
||||||
Forward contracts - power
|
|
$
|
621
|
|
|
$
|
206
|
|
|
Discounted cash flow
|
|
Forward price (per MWh)
|
|
$—
|
—
|
$91
|
Forward contracts - gas
|
|
27
|
|
|
10
|
|
|
Discounted cash flow
|
|
Forward price (per MMBtu)
|
|
$2
|
—
|
$11
|
||
Forward contracts - other commodity related
|
|
7
|
|
|
1
|
|
|
Discounted cash flow
|
|
Forward price (various)
|
|
$(17)
|
—
|
$57
|
||
Options - power
|
|
43
|
|
|
10
|
|
|
Option models
|
|
Implied correlations
|
|
1%
|
—
|
100%
|
||
|
|
|
|
|
|
|
|
Implied volatilities
|
|
9%
|
—
|
296%
|
||||
Options - primarily gas
|
|
223
|
|
|
230
|
|
|
Option models
|
|
Implied correlations
|
|
1%
|
—
|
100%
|
||
|
|
|
|
|
|
|
|
Implied volatilities
|
|
1%
|
—
|
260%
|
||||
Full requirements and unit contingent contracts
|
|
279
|
|
|
55
|
|
|
Discounted cash flow
|
|
Forward price (per MWh)
|
|
$(20)
|
—
|
$220
|
||
|
|
|
|
|
|
|
|
Customer migration rate
(a)
|
|
—%
|
—
|
20%
|
||||
Total
|
|
$
|
1,200
|
|
|
$
|
512
|
|
|
|
|
|
|
|
|
|
(a)
|
Applies only to full requirements contracts.
|
Significant Unobservable Input
|
|
Position
|
|
Impact on
Fair Value Measurement
|
Forward price
|
|
Purchase power/gas
|
|
Increase (decrease)
|
|
|
Sell power/gas
|
|
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.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
NEE
|
|
FPL
|
|
NEE
|
|
FPL
|
|
NEE
|
|
FPL
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Fair value of net derivatives based on significant unobservable inputs at December 31 of prior year
|
$
|
538
|
|
|
$
|
—
|
|
|
$
|
622
|
|
|
$
|
5
|
|
|
$
|
622
|
|
|
$
|
—
|
|
Realized and unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Included in earnings
(a)
|
333
|
|
|
—
|
|
|
451
|
|
|
—
|
|
|
(77
|
)
|
|
—
|
|
||||||
Included in other comprehensive income
|
8
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||||
Included in regulatory assets and liabilities
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
|
7
|
|
|
7
|
|
||||||
Purchases
|
261
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
55
|
|
|
—
|
|
||||||
Settlements
|
(390
|
)
|
|
—
|
|
|
(473
|
)
|
|
(8
|
)
|
|
194
|
|
|
(2
|
)
|
||||||
Issuances
|
(195
|
)
|
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
||||||
Transfers in
(b)
|
19
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
80
|
|
|
—
|
|
||||||
Transfers out
(b)
|
3
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
||||||
Fair value of net derivatives based on significant unobservable inputs at December 31
|
$
|
578
|
|
|
$
|
1
|
|
|
$
|
538
|
|
|
$
|
—
|
|
|
$
|
622
|
|
|
$
|
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)
|
$
|
219
|
|
|
$
|
—
|
|
|
$
|
277
|
|
|
$
|
—
|
|
|
$
|
248
|
|
|
$
|
—
|
|
(a)
|
For the year ended
December 31, 2016
,
$397 million
of realized and unrealized gains are reflected in the consolidated statements of income in operating revenues and the balance is reflected in interest expense. For the year ended
December 31, 2015
,
$462 million
of realized and unrealized gains are reflected in the consolidated statements of income in operating revenues and the balance is primarily reflected in interest expense. For the year
December 31, 2014
,
$79 million
of realized and unrealized losses are reflected in the consolidated statements of income in interest expense and the balance is primarily reflected in operating revenues.
|
(b)
|
Transfers into Level 3 were a result of decreased observability of market data. Transfers from Level 3 to Level 2 were a result of increased observability of market data and, in 2016, a favorable change to a credit valuation adjustment. NEE's and FPL's policy is to recognize all transfers at the beginning of the reporting period.
|
(c)
|
For the years ended
December 31, 2016
,
2015
and
2014
,
$283 million
,
$289 million
, and
$328 million
of unrealized gains are reflected in the consolidated statements of income in operating revenues and the balance is reflected in interest expense.
|
|
December 31, 2016
|
|
December 31, 2015
|
|
||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
Carrying
Amount
|
|
Estimated
Fair Value
|
|
||||||||
|
(millions)
|
|
||||||||||||||
NEE:
|
|
|
||||||||||||||
Special use funds
(a)
|
$
|
712
|
|
|
$
|
712
|
|
|
$
|
675
|
|
|
$
|
675
|
|
|
Other investments - primarily notes receivable
|
$
|
526
|
|
|
$
|
668
|
|
(b)
|
$
|
512
|
|
|
$
|
722
|
|
(b)
|
Long-term debt, including current maturities
(c)
|
$
|
30,418
|
|
|
$
|
31,623
|
|
(d)
|
$
|
28,897
|
|
|
$
|
30,412
|
|
(d)
|
FPL:
|
|
|
|
|
|
|
|
|
||||||||
Special use funds
(a)
|
$
|
557
|
|
|
$
|
557
|
|
|
$
|
528
|
|
|
$
|
528
|
|
|
Long-term debt, including current maturities
|
$
|
10,072
|
|
|
$
|
11,211
|
|
(d)
|
$
|
10,020
|
|
|
$
|
11,028
|
|
(d)
|
(a)
|
Primarily represents investments accounted for under the equity method and loans not measured at fair value on a recurring basis.
|
(b)
|
Primarily classified as held to maturity. Fair values are primarily estimated using an income approach utilizing 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 ratings and market-related information.
|
(c)
|
Excludes debt totaling
$373 million
and
$938 million
, respectively, reflected in liabilities associated with assets held for sale on NEE's consolidated balance sheets for which the carrying amount approximates fair value. See Note 1 - Assets and Liabilities Associated with Assets Held for Sale.
|
(d)
|
As of
December 31, 2016 and 2015
, for NEE, approximately
$29,804 million
and
$18,031 million
, respectively, is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3). For FPL, primarily estimated using quoted market prices for the same or similar issues (Level 2).
|
|
NEE
|
|
FPL
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Realized gains
|
$
|
116
|
|
|
$
|
194
|
|
|
$
|
211
|
|
|
$
|
53
|
|
|
$
|
70
|
|
|
$
|
120
|
|
Realized losses
|
$
|
76
|
|
|
$
|
87
|
|
|
$
|
115
|
|
|
$
|
44
|
|
|
$
|
43
|
|
|
$
|
94
|
|
Proceeds from sale or maturity of securities
|
$
|
3,400
|
|
|
$
|
4,643
|
|
|
$
|
4,092
|
|
|
$
|
2,442
|
|
|
$
|
3,724
|
|
|
$
|
3,349
|
|
|
NEE
|
|
FPL
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(millions)
|
|
|
||||||||||
Equity securities
|
$
|
1,396
|
|
|
$
|
1,166
|
|
|
$
|
1,007
|
|
|
$
|
863
|
|
Debt securities
|
$
|
22
|
|
|
$
|
17
|
|
|
$
|
17
|
|
|
$
|
14
|
|
|
NEE
|
|
FPL
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(millions)
|
|
|
||||||||||
Unrealized losses
(a)
|
$
|
34
|
|
|
$
|
51
|
|
|
$
|
28
|
|
|
$
|
45
|
|
Fair value
|
$
|
959
|
|
|
$
|
1,129
|
|
|
$
|
722
|
|
|
$
|
861
|
|
(a)
|
Unrealized losses on available for sale debt securities in an unrealized loss position for greater than twelve months at
December 31, 2016 and 2015
were not material to NEE or FPL.
|
|
NEE
|
|
FPL
|
||||||||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Federal:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current
|
$
|
72
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
423
|
|
|
$
|
240
|
|
Deferred
|
1,075
|
|
|
1,194
|
|
|
1,077
|
|
|
830
|
|
|
399
|
|
|
542
|
|
||||||
Total federal
|
1,147
|
|
|
1,204
|
|
|
1,077
|
|
|
902
|
|
|
822
|
|
|
782
|
|
||||||
State:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current
|
76
|
|
|
31
|
|
|
(29
|
)
|
|
57
|
|
|
58
|
|
|
68
|
|
||||||
Deferred
|
160
|
|
|
(7
|
)
|
|
128
|
|
|
92
|
|
|
77
|
|
|
60
|
|
||||||
Total state
|
236
|
|
|
24
|
|
|
99
|
|
|
149
|
|
|
135
|
|
|
128
|
|
||||||
Total income taxes
|
$
|
1,383
|
|
|
$
|
1,228
|
|
|
$
|
1,176
|
|
|
$
|
1,051
|
|
|
$
|
957
|
|
|
$
|
910
|
|
|
NEE
|
|
FPL
|
||||||||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increases (reductions) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State income taxes - net of federal income tax benefit
|
3.5
|
|
|
0.4
|
|
|
1.8
|
|
|
3.5
|
|
|
3.4
|
|
|
3.4
|
|
PTCs and ITCs - NEER
|
(3.9
|
)
|
|
(4.1
|
)
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Convertible ITCs - NEER
|
(1.7
|
)
|
|
(0.8
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjustments associated with Canadian assets
|
(0.7
|
)
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other - net
|
(0.7
|
)
|
|
0.3
|
|
|
0.7
|
|
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(0.9
|
)
|
Effective income tax rate
|
31.5
|
%
|
|
30.8
|
%
|
|
32.3
|
%
|
|
37.8
|
%
|
|
36.7
|
%
|
|
37.5
|
%
|
|
NEE
|
|
FPL
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(millions)
|
||||||||||||||
Deferred tax liabilities:
|
|
|
|
|
|
|
|
||||||||
Property-related
|
$
|
13,094
|
|
|
$
|
12,204
|
|
|
$
|
8,882
|
|
|
$
|
8,040
|
|
Pension
|
454
|
|
|
455
|
|
|
502
|
|
|
480
|
|
||||
Nuclear decommissioning trusts
|
253
|
|
|
219
|
|
|
—
|
|
|
—
|
|
||||
Net unrealized gains on derivatives
|
581
|
|
|
528
|
|
|
—
|
|
|
—
|
|
||||
Investments in partnerships and joint ventures
|
603
|
|
|
403
|
|
|
—
|
|
|
—
|
|
||||
Other
|
1,272
|
|
|
1,196
|
|
|
796
|
|
|
695
|
|
||||
Total deferred tax liabilities
|
16,257
|
|
|
15,005
|
|
|
10,180
|
|
|
9,215
|
|
||||
Deferred tax assets and valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Decommissioning reserves
|
454
|
|
|
438
|
|
|
401
|
|
|
386
|
|
||||
Postretirement benefits
|
145
|
|
|
141
|
|
|
93
|
|
|
95
|
|
||||
Net operating loss carryforwards
|
427
|
|
|
604
|
|
|
3
|
|
|
4
|
|
||||
Tax credit carryforwards
|
3,059
|
|
|
2,916
|
|
|
—
|
|
|
—
|
|
||||
ARO and accrued asset removal costs
|
777
|
|
|
759
|
|
|
699
|
|
|
697
|
|
||||
Other
|
1,024
|
|
|
836
|
|
|
443
|
|
|
303
|
|
||||
Valuation allowance
(a)
|
(269
|
)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
||||
Net deferred tax assets
|
5,617
|
|
|
5,471
|
|
|
1,639
|
|
|
1,485
|
|
||||
Net deferred income taxes
|
$
|
10,640
|
|
|
$
|
9,534
|
|
|
$
|
8,541
|
|
|
$
|
7,730
|
|
(a)
|
Amount relates to a valuation allowance related to the solar projects in Spain, deferred state tax credits and state operating loss carryforwards.
|
|
NEE
|
|
FPL
|
||||||||||||
|
December 31,
|
|
December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(millions)
|
|
|
||||||||||
Noncurrent other assets
|
$
|
461
|
|
|
$
|
293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred income taxes - noncurrent liabilities
|
(11,101
|
)
|
|
(9,827
|
)
|
|
(8,541
|
)
|
|
(7,730
|
)
|
||||
Net deferred income taxes
|
$
|
(10,640
|
)
|
|
$
|
(9,534
|
)
|
|
$
|
(8,541
|
)
|
|
$
|
(7,730
|
)
|
|
Amount
|
|
Expiration
Dates
|
||
|
(millions)
|
|
|
||
Net operating loss carryforwards:
|
|
|
|
||
Federal
|
$
|
165
|
|
|
2026-2036
|
State
|
174
|
|
|
2017-2036
|
|
Foreign
|
88
|
|
(a)
|
2017-2036
|
|
Net operating loss carryforwards
|
$
|
427
|
|
|
|
Tax credit carryforwards:
|
|
|
|
||
Federal
|
$
|
2,697
|
|
|
2022-2036
|
State
|
362
|
|
(b)
|
2017-2044
|
|
Tax credit carryforwards
|
$
|
3,059
|
|
|
|
(a)
|
Includes $
60 million
of net operating loss carryforwards with an indefinite expiration period.
|
(b)
|
Includes $
188 million
of ITC carryforwards with an indefinite expiration period.
|
|
December 31, 2016
|
|||||||||||||
|
Ownership
Interest
|
|
Gross
Investment
(a)
|
|
Accumulated
Depreciation
(a)
|
|
Construction
Work
in Progress
|
|||||||
|
|
|
(millions)
|
|||||||||||
FPL:
|
|
|
|
|
|
|
|
|||||||
St. Lucie Unit No. 2
|
85
|
%
|
|
$
|
2,172
|
|
|
$
|
815
|
|
|
$
|
33
|
|
St. Johns River Power Park units and coal terminal
|
20
|
%
|
|
$
|
393
|
|
|
$
|
208
|
|
|
$
|
—
|
|
Scherer Unit No. 4
|
76
|
%
|
|
$
|
1,138
|
|
|
$
|
395
|
|
|
$
|
3
|
|
NEER:
|
|
|
|
|
|
|
|
|||||||
Duane Arnold
|
70
|
%
|
|
$
|
466
|
|
|
$
|
146
|
|
|
$
|
16
|
|
Seabrook
|
88.23
|
%
|
|
$
|
1,138
|
|
|
$
|
271
|
|
|
$
|
77
|
|
Wyman Station Unit No. 4
|
84.35
|
%
|
|
$
|
25
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Corporate and Other:
|
|
|
|
|
|
|
|
|||||||
Transmission substation assets located in Seabrook, New Hampshire
|
88.23
|
%
|
|
$
|
76
|
|
|
$
|
17
|
|
|
$
|
3
|
|
(a)
|
Excludes nuclear fuel.
|
|
Amounts Recognized
as of October 1, 2015 |
||
|
(millions)
|
||
Assets:
|
|
||
Property, plant and equipment
|
$
|
806
|
|
Cash
|
1
|
|
|
Other receivables and current other assets
|
21
|
|
|
Noncurrent other assets (other intangible assets, see Note 1 - Goodwill and Other Intangible Assets)
|
720
|
|
|
Noncurrent other assets (goodwill, see Note 1 - Goodwill and Other Intangible Assets)
|
622
|
|
|
Total assets
|
$
|
2,170
|
|
|
|
||
Liabilities:
|
|
||
Long-term debt, including current portion
|
$
|
706
|
|
Accounts payable and current other liabilities
|
46
|
|
|
Noncurrent other liabilities, primarily acquisition holdbacks
|
415
|
|
|
Total liabilities
|
1,167
|
|
|
Less noncontrolling interest at fair value
|
69
|
|
|
Total cash consideration
|
$
|
934
|
|
|
2016
|
|
2015
|
||||
|
(millions)
|
||||||
Net income
|
$
|
264
|
|
|
$
|
213
|
|
Total assets
|
$
|
4,502
|
|
|
$
|
3,339
|
|
Total liabilities
|
$
|
1,364
|
|
|
$
|
1,307
|
|
Partners'/members' equity
|
$
|
3,138
|
|
|
$
|
2,032
|
|
|
|
|
|
||||
NEER's share of underlying equity in the principal entities
|
$
|
1,423
|
|
|
$
|
874
|
|
Difference between investment carrying amount and underlying equity in net assets
(a)
|
65
|
|
|
(3
|
)
|
||
NEER's investment carrying amount for the principal entities
|
$
|
1,488
|
|
|
$
|
871
|
|
(a)
|
Substantially all of the difference between the investment carrying amount and the underlying equity in net assets is being amortized over a 25-year period.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(millions, except per share amounts)
|
||||||||||
Numerator - net income attributable to NEE
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|||
Weighted-average number of common shares outstanding - basic
|
463.1
|
|
|
450.5
|
|
|
434.4
|
|
|||
Equity units, performance share awards, stock options, forward sale agreement and restricted stock
(a)
|
2.7
|
|
|
3.5
|
|
|
5.7
|
|
|||
Weighted-average number of common shares outstanding - assuming dilution
|
465.8
|
|
|
454.0
|
|
|
440.1
|
|
|||
Earnings per share attributable to NEE:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
6.29
|
|
|
$
|
6.11
|
|
|
$
|
5.67
|
|
Assuming dilution
|
$
|
6.25
|
|
|
$
|
6.06
|
|
|
$
|
5.60
|
|
(a)
|
Calculated using the treasury stock method. 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.
|
|
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
Per Share
|
|||
Restricted Stock:
|
|
|
|
|||
Nonvested balance, January 1, 2016
|
563,660
|
|
|
$
|
89.60
|
|
Granted
|
291,422
|
|
|
$
|
112.86
|
|
Vested
|
(274,144
|
)
|
|
$
|
85.62
|
|
Forfeited
|
(24,290
|
)
|
|
$
|
100.78
|
|
Nonvested balance, December 31, 2016
|
556,648
|
|
|
$
|
103.26
|
|
Performance Share Awards:
|
|
|
|
|||
Nonvested balance, January 1, 2016
|
915,199
|
|
|
$
|
81.90
|
|
Granted
|
604,686
|
|
|
$
|
89.23
|
|
Vested
|
(630,773
|
)
|
|
$
|
69.40
|
|
Forfeited
|
(54,679
|
)
|
|
$
|
95.62
|
|
Nonvested balance, December 31, 2016
|
834,433
|
|
|
$
|
95.76
|
|
|
2016
|
|
2015
|
|
2014
|
Expected volatility
(a)
|
16.37%
|
|
18.91%
|
|
20.32%
|
Expected dividends
|
3.16%
|
|
3.11%
|
|
3.11%
|
Expected term (years)
(b)
|
7.0
|
|
7.0
|
|
7.0
|
Risk-free rate
|
1.50%
|
|
1.84%
|
|
2.17%
|
(a)
|
Based on historical experience.
|
(b)
|
Based on historical exercise and post-vesting cancellation experience adjusted for outstanding awards.
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||||||||||||||
|
Net Unrealized
Gains (Losses)
on Cash Flow
Hedges
|
|
Net Unrealized
Gains (Losses)
on Available for
Sale Securities
|
|
Defined Benefit
Pension and
Other Benefits
Plans
|
|
Net Unrealized
Losses
on Foreign
Currency
Translation
|
|
Other
Comprehensive
Income (Loss)
Related to Equity
Method Investee
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
Balances, December 31, 2013
|
$
|
(115
|
)
|
|
$
|
197
|
|
|
$
|
23
|
|
|
$
|
(33
|
)
|
|
$
|
(16
|
)
|
|
$
|
56
|
|
Other comprehensive income (loss) before reclassifications
|
(141
|
)
|
|
62
|
|
|
(44
|
)
|
|
(25
|
)
|
|
(8
|
)
|
|
(156
|
)
|
||||||
Amounts reclassified from AOCI
|
98
|
|
(a)
|
(41
|
)
|
(b)
|
1
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||||
Net other comprehensive income (loss)
|
(43
|
)
|
|
21
|
|
|
(43
|
)
|
|
(25
|
)
|
|
(8
|
)
|
|
(98
|
)
|
||||||
Less other comprehensive loss attributable to noncontrolling interests
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Balances, December 31, 2014
|
(156
|
)
|
|
218
|
|
|
(20
|
)
|
|
(58
|
)
|
|
(24
|
)
|
|
(40
|
)
|
||||||
Other comprehensive loss before reclassifications
|
(88
|
)
|
|
(7
|
)
|
|
(42
|
)
|
|
(27
|
)
|
|
—
|
|
|
(164
|
)
|
||||||
Amounts reclassified from AOCI
|
63
|
|
(a)
|
(37
|
)
|
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||
Net other comprehensive loss
|
(25
|
)
|
|
(44
|
)
|
|
(42
|
)
|
|
(27
|
)
|
|
—
|
|
|
(138
|
)
|
||||||
Less other comprehensive loss attributable to noncontrolling interests
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||||
Balances, December 31, 2015
|
(170
|
)
|
|
174
|
|
|
(62
|
)
|
|
(85
|
)
|
|
(24
|
)
|
|
(167
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
69
|
|
|
(21
|
)
|
|
(5
|
)
|
|
2
|
|
|
45
|
|
||||||
Amounts reclassified from AOCI
|
70
|
|
(a)
|
(18
|
)
|
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Net other comprehensive income (loss)
|
70
|
|
|
51
|
|
|
(21
|
)
|
|
(5
|
)
|
|
2
|
|
|
97
|
|
||||||
Less other comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances, December 31, 2016
|
$
|
(100
|
)
|
|
$
|
225
|
|
|
$
|
(83
|
)
|
|
$
|
(90
|
)
|
|
$
|
(22
|
)
|
|
$
|
(70
|
)
|
(a)
|
Reclassified to interest expense and also to other - net in 2014 and 2015 in NEE's consolidated statements of income. See Note 3 - Income Statement Impact of Derivative Instruments.
|
(b)
|
Reclassified to gains on disposal of investments and other property - net in NEE's consolidated statements of income.
|
|
|
|
December 31,
|
||||||||||||
|
|
|
2016
|
|
2015
|
||||||||||
|
Maturity
Date |
|
Balance
|
|
Weighted-
Average Interest Rate |
|
Balance
|
|
Weighted-
Average Interest Rate |
||||||
|
|
|
(millions)
|
|
|
|
(millions)
|
|
|
||||||
FPL:
|
|
|
|
|
|
|
|
|
|
||||||
First mortgage bonds - fixed
|
2017 - 2044
|
|
$
|
8,690
|
|
|
4.78
|
%
|
|
$
|
8,690
|
|
|
4.77
|
%
|
Storm-recovery bonds - fixed
(a)
|
2021
|
|
210
|
|
|
5.26
|
%
|
|
273
|
|
|
5.26
|
%
|
||
Pollution control, solid waste disposal and industrial development revenue bonds - variable
(b)
|
2020 - 2046
|
|
778
|
|
|
0.77
|
%
|
|
718
|
|
|
0.04
|
%
|
||
Other long-term debt - variable
(c)
|
2018 - 2019
|
|
450
|
|
|
1.66
|
%
|
|
400
|
|
|
1.11
|
%
|
||
Other long-term debt - fixed
|
2016 - 2040
|
|
52
|
|
|
5.09
|
%
|
|
53
|
|
|
5.06
|
%
|
||
Unamortized debt issuance costs and discount
|
|
|
(108
|
)
|
|
|
|
(114
|
)
|
|
|
||||
Total long-term debt of FPL
|
|
|
10,072
|
|
|
|
|
10,020
|
|
|
|
||||
Less current maturities of long-term debt
|
|
|
367
|
|
|
|
|
64
|
|
|
|
||||
Long-term debt of FPL, excluding current maturities
|
|
|
9,705
|
|
|
|
|
9,956
|
|
|
|
||||
NEECH:
|
|
|
|
|
|
|
|
|
|
|
|||||
Debentures - fixed
(d)
|
2017 - 2023
|
|
4,100
|
|
|
2.87
|
%
|
|
3,100
|
|
|
3.15
|
%
|
||
Debentures, related to NEE's equity units - fixed
|
2018 - 2021
|
|
2,200
|
|
|
1.88
|
%
|
|
1,200
|
|
|
1.98
|
%
|
||
Junior subordinated debentures - primarily fixed
(d)
|
2044 - 2076
|
|
3,460
|
|
|
5.40
|
%
|
|
2,978
|
|
|
5.84
|
%
|
||
Japanese yen denominated senior notes - fixed
(d)
|
2030
|
|
85
|
|
|
5.13
|
%
|
|
83
|
|
|
5.13
|
%
|
||
Japanese yen denominated term loans - variable
(c)(d)
|
2017
|
|
470
|
|
|
1.83
|
%
|
|
456
|
|
|
1.83
|
%
|
||
Other long-term debt - fixed
|
2016 - 2044
|
|
924
|
|
|
2.45
|
%
|
|
1,307
|
|
|
4.55
|
%
|
||
Other long-term debt - variable
(c)
|
2016 - 2019
|
|
60
|
|
(e)
|
1.77
|
%
|
|
1,513
|
|
|
1.81
|
%
|
||
Fair value hedge adjustment
|
|
|
8
|
|
|
|
|
24
|
|
|
|
||||
Unamortized debt issuance costs and discount
|
|
|
(101
|
)
|
|
|
|
(94
|
)
|
|
|
||||
Total long-term debt of NEECH
|
|
|
11,206
|
|
|
|
|
10,567
|
|
|
|
||||
Less current maturities of long-term debt
|
|
|
1,724
|
|
|
|
|
667
|
|
|
|
||||
Long-term debt of NEECH, excluding current maturities
|
|
|
9,482
|
|
|
|
|
9,900
|
|
|
|
||||
NEER:
|
|
|
|
|
|
|
|
|
|
|
|||||
Senior secured limited-recourse bonds and notes - fixed
|
2017 - 2038
|
|
2,091
|
|
(f)
|
6.00
|
%
|
|
2,203
|
|
|
5.88
|
%
|
||
Senior secured limited-recourse term loans - primarily variable
(c)(d)
|
2016 - 2035
|
|
4,959
|
|
|
2.78
|
%
|
|
3,969
|
|
(g)
|
2.51
|
%
|
||
Other long-term debt - primarily variable
(c)(d)
|
2016 - 2040
|
|
2,262
|
|
|
2.97
|
%
|
|
2,273
|
|
|
2.72
|
%
|
||
Unamortized debt issuance costs and premium - net
|
|
|
(168
|
)
|
|
|
|
(131
|
)
|
|
|
||||
Total long-term debt of NEER
|
|
|
9,144
|
|
|
|
|
8,314
|
|
|
|
||||
Less current maturities of long-term debt
|
|
|
513
|
|
|
|
|
1,489
|
|
(h)
|
|
||||
Long-term debt of NEER, excluding current maturities
|
|
|
8,631
|
|
|
|
|
6,825
|
|
|
|
||||
Total long-term debt
|
|
|
$
|
27,818
|
|
|
|
|
$
|
26,681
|
|
|
|
(a)
|
Principal on the storm-recovery bonds is due on the final maturity date (the date by which the principal must be repaid to prevent a default) for each tranche, however, it is being paid semiannually and sequentially.
|
(b)
|
Tax exempt bonds that permit individual bond holders to tender the bonds for purchase at any time prior to maturity. In the event bonds are tendered for purchase, they would be remarketed by a designated remarketing agent in accordance with the related indenture. If the remarketing is unsuccessful, FPL would be required to purchase the tax exempt bonds. As of
December 31, 2016
, all tax exempt bonds tendered for purchase have been successfully remarketed. FPL's bank revolving line of credit facilities are available to support the purchase of tax exempt bonds. Variable interest rate is established at various intervals by the remarketing agent.
|
(c)
|
Variable rate is based on an underlying index plus a margin.
|
(d)
|
Interest rate contracts, primarily swaps, have been entered into with respect to certain of these debt issuances. Additionally, a foreign currency swap has been entered into with respect to the Japanese yen denominated term loans - variable. See Note 3.
|
(e)
|
Excludes debt totaling
$373 million
reflected in liabilities associated with assets held for sale on NEE's consolidated balance sheets.
|
(f)
|
Includes approximately
$490 million
of debt held by a wholly owned subsidiary of NEER and collateralized by a third-party note receivable held by that subsidiary. See Note 8 - NEER.
|
(g)
|
Excludes debt totaling
$938 million
reflected in liabilities associated with assets held for sale on NEE's consolidated balance sheets. See Note 1 - Assets and Liabilities Associated with Assets Held for Sale.
|
(h)
|
See Spain Solar Projects Debt Restructuring below.
|
|
FPL
|
|
NEER
|
|
NEE
|
||||||
|
|
|
(millions)
|
|
|
||||||
Balances, December 31, 2014
|
$
|
1,355
|
|
|
$
|
631
|
|
|
$
|
1,986
|
|
Liabilities incurred
|
5
|
|
|
46
|
|
|
51
|
|
|||
Accretion expense
|
73
|
|
|
43
|
|
|
116
|
|
|||
Liabilities settled
|
(20
|
)
|
|
(2
|
)
|
|
(22
|
)
|
|||
Revision in estimated cash flows - net
|
409
|
|
(a)
|
(71
|
)
|
(b)
|
338
|
|
|||
Balances, December 31, 2015
|
1,822
|
|
|
647
|
|
|
2,469
|
|
|||
Liabilities incurred
|
1
|
|
|
56
|
|
|
57
|
|
|||
Accretion expense
|
91
|
|
|
47
|
|
|
138
|
|
|||
Liabilities settled
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Revision in estimated cash flows - net
|
5
|
|
|
69
|
|
(c)
|
74
|
|
|||
Balances, December 31, 2016
|
$
|
1,919
|
|
|
$
|
817
|
|
|
$
|
2,736
|
|
(a)
|
Primarily reflects the effect of revised cost estimates for decommissioning FPL's nuclear units consistent with the updated nuclear decommissioning studies approved by the FPSC.
|
(b)
|
Primarily reflects the effect of revised cost estimates for decommissioning NEER’s nuclear units and a change in assumptions relating to spent fuel costs, partly offset by increased escalation rates.
|
(c)
|
Primarily reflects the effect of revised cost estimates to dismantle certain of NEER’s wind and solar facilities.
|
|
FPL
|
|
NEER
|
|
NEE
|
||||||
|
|
|
(millions)
|
|
|
||||||
Balances, December 31, 2016
|
$
|
3,665
|
|
|
$
|
1,769
|
|
|
$
|
5,434
|
|
Balances, December 31, 2015
|
$
|
3,430
|
|
|
$
|
1,634
|
|
|
$
|
5,064
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Total
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
FPL:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Generation:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New
(b)
|
$
|
1,385
|
|
|
$
|
655
|
|
|
$
|
485
|
|
|
$
|
35
|
|
|
$
|
5
|
|
|
$
|
2,565
|
|
Existing
|
1,240
|
|
|
635
|
|
|
680
|
|
|
645
|
|
|
600
|
|
|
3,800
|
|
||||||
Transmission and distribution
|
2,190
|
|
|
2,010
|
|
|
2,860
|
|
|
2,475
|
|
|
2,945
|
|
|
12,480
|
|
||||||
Nuclear fuel
|
125
|
|
|
190
|
|
|
170
|
|
|
210
|
|
|
120
|
|
|
815
|
|
||||||
General and other
|
440
|
|
|
275
|
|
|
285
|
|
|
220
|
|
|
330
|
|
|
1,550
|
|
||||||
Total
|
$
|
5,380
|
|
|
$
|
3,765
|
|
|
$
|
4,480
|
|
|
$
|
3,585
|
|
|
$
|
4,000
|
|
|
$
|
21,210
|
|
NEER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wind
(c)
|
$
|
570
|
|
|
$
|
955
|
|
|
$
|
705
|
|
|
$
|
75
|
|
|
$
|
25
|
|
|
$
|
2,330
|
|
Solar
(d)
|
80
|
|
|
75
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||||
Nuclear, including nuclear fuel
|
240
|
|
|
250
|
|
|
230
|
|
|
225
|
|
|
245
|
|
|
1,190
|
|
||||||
Natural gas pipelines
(e)
|
890
|
|
|
845
|
|
|
50
|
|
|
20
|
|
|
10
|
|
|
1,815
|
|
||||||
Other
|
335
|
|
|
55
|
|
|
40
|
|
|
40
|
|
|
35
|
|
|
505
|
|
||||||
Total
|
$
|
2,115
|
|
|
$
|
2,180
|
|
|
$
|
1,040
|
|
|
$
|
360
|
|
|
$
|
315
|
|
|
$
|
6,010
|
|
Corporate and Other
|
$
|
45
|
|
|
$
|
30
|
|
|
$
|
85
|
|
|
$
|
55
|
|
|
$
|
35
|
|
|
$
|
250
|
|
(a)
|
Includes AFUDC of approximately $
81 million
, $
79 million
,
$46 million
and
$6 million
for 2017 through 2020, respectively.
|
(b)
|
Includes land, generation structures, transmission interconnection and integration and licensing.
|
(c)
|
Consists of capital expenditures for new wind projects, repowering of existing wind projects and related transmission totaling approximately
2,760
MW.
|
(d)
|
Includes capital expenditures for new solar projects and related transmission totaling approximately
225
MW.
|
(e)
|
Includes capital expenditures for construction of three natural gas pipelines, including equity contributions associated with equity investments in joint ventures for two pipelines and AFUDC associated with the third pipeline. The natural gas pipelines are subject to certain conditions. See Contracts below.
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||
|
(millions)
|
||||||||||||||||||||||
FPL:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capacity charges
(a)
|
$
|
75
|
|
|
$
|
65
|
|
|
$
|
50
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
250
|
|
Minimum charges, at projected prices:
(b)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural gas, including transportation and storage
(c)
|
$
|
1,305
|
|
|
$
|
900
|
|
|
$
|
900
|
|
|
$
|
910
|
|
|
$
|
905
|
|
|
$
|
12,065
|
|
Coal, including transportation
|
$
|
125
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
NEER
|
$
|
1,385
|
|
|
$
|
1,380
|
|
|
$
|
140
|
|
|
$
|
90
|
|
|
$
|
75
|
|
|
$
|
285
|
|
Corporate and Other
(d)(e)
|
$
|
45
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Capacity charges, substantially all of which are recoverable through the capacity clause, totaled approximately $
175 million
, $
434 million
and $
485 million
for the years ended
December 31, 2016, 2015 and 2014
, respectively. Energy charges, which are recoverable through the fuel clause, totaled approximately $
126 million
, $
262 million
and $
299 million
for the years ended
December 31, 2016, 2015 and 2014
, respectively.
|
(b)
|
Recoverable through the fuel clause.
|
(c)
|
Includes approximately $
200 million
, $
295 million
, $
290 million
,
$360 million
,
$390 million
and $
7,495 million
in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively, of firm commitments, subject to certain conditions as noted above, related to the natural gas transportation agreements with Sabal Trail and Florida Southeast Connection.
|
(d)
|
Includes an approximately
$30 million
commitment to invest in clean power and technology businesses primarily in 2017.
|
(e)
|
Excludes approximately
$263 million
and
$148 million
in
2017
and 2018, respectively, of joint obligations of NEECH and NEER which are included in the NEER amounts above.
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||||||||||||
|
FPL
|
|
NEER
(a)
|
|
Corp.
and
Other
|
|
NEE
Consoli-
dated
|
|
FPL
|
|
NEER
(a)
|
|
Corp.
and
Other
|
|
NEE
Consoli-
dated
|
|
FPL
|
|
NEER
(a)
|
|
Corp.
and
Other
|
|
NEE
Consoli-
dated
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
(millions)
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
Operating revenues
|
$
|
10,895
|
|
|
$
|
4,893
|
|
|
$
|
367
|
|
|
$
|
16,155
|
|
|
$
|
11,651
|
|
|
$
|
5,444
|
|
|
$
|
391
|
|
|
$
|
17,486
|
|
|
$
|
11,421
|
|
|
$
|
5,196
|
|
|
$
|
404
|
|
|
$
|
17,021
|
|
Operating expenses - net
|
$
|
7,737
|
|
|
$
|
3,419
|
|
|
$
|
391
|
|
|
$
|
11,547
|
|
|
$
|
8,674
|
|
|
$
|
3,865
|
|
|
$
|
315
|
|
|
$
|
12,854
|
|
|
$
|
8,593
|
|
|
$
|
3,727
|
|
|
$
|
317
|
|
|
$
|
12,637
|
|
Interest expense
|
$
|
456
|
|
|
$
|
732
|
|
|
$
|
(95
|
)
|
|
$
|
1,093
|
|
|
$
|
445
|
|
|
$
|
625
|
|
|
$
|
141
|
|
|
$
|
1,211
|
|
|
$
|
439
|
|
|
$
|
667
|
|
|
$
|
155
|
|
|
$
|
1,261
|
|
Interest income
|
$
|
2
|
|
|
$
|
34
|
|
|
$
|
46
|
|
|
$
|
82
|
|
|
$
|
7
|
|
|
$
|
28
|
|
|
$
|
51
|
|
|
$
|
86
|
|
|
$
|
3
|
|
|
$
|
26
|
|
|
$
|
51
|
|
|
$
|
80
|
|
Depreciation and amortization
|
$
|
1,651
|
|
|
$
|
1,366
|
|
|
$
|
60
|
|
|
$
|
3,077
|
|
|
$
|
1,576
|
|
|
$
|
1,183
|
|
|
$
|
72
|
|
|
$
|
2,831
|
|
|
$
|
1,432
|
|
|
$
|
1,051
|
|
|
$
|
68
|
|
|
$
|
2,551
|
|
Equity in earnings (losses) of equity method investees
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
29
|
|
|
$
|
148
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
4
|
|
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
95
|
|
|
$
|
(2
|
)
|
|
$
|
93
|
|
Income tax expense (benefit)
(b)
|
$
|
1,051
|
|
|
$
|
242
|
|
|
$
|
90
|
|
|
$
|
1,383
|
|
|
$
|
957
|
|
|
$
|
289
|
|
|
$
|
(18
|
)
|
|
$
|
1,228
|
|
|
$
|
910
|
|
|
$
|
283
|
|
|
$
|
(17
|
)
|
|
$
|
1,176
|
|
Net income (loss)
|
$
|
1,727
|
|
|
$
|
1,218
|
|
|
$
|
60
|
|
|
$
|
3,005
|
|
|
$
|
1,648
|
|
|
$
|
1,102
|
|
|
$
|
12
|
|
|
$
|
2,762
|
|
|
$
|
1,517
|
|
|
$
|
993
|
|
|
$
|
(41
|
)
|
|
$
|
2,469
|
|
Net income (loss) attributable to NEE
|
$
|
1,727
|
|
|
$
|
1,125
|
|
|
$
|
60
|
|
|
$
|
2,912
|
|
|
$
|
1,648
|
|
|
$
|
1,092
|
|
|
$
|
12
|
|
|
$
|
2,752
|
|
|
$
|
1,517
|
|
|
$
|
989
|
|
|
$
|
(41
|
)
|
|
$
|
2,465
|
|
Capital expenditures, independent power and other investments and nuclear fuel purchases
|
$
|
3,934
|
|
|
$
|
5,521
|
|
|
$
|
181
|
|
|
$
|
9,636
|
|
|
$
|
3,633
|
|
|
$
|
4,661
|
|
|
$
|
83
|
|
|
$
|
8,377
|
|
|
$
|
3,241
|
|
|
$
|
3,701
|
|
|
$
|
75
|
|
|
$
|
7,017
|
|
Property, plant and equipment
|
$
|
48,313
|
|
|
$
|
37,644
|
|
|
$
|
1,056
|
|
|
$
|
87,013
|
|
|
$
|
45,383
|
|
|
$
|
33,340
|
|
|
$
|
1,607
|
|
|
$
|
80,330
|
|
|
$
|
41,938
|
|
|
$
|
30,178
|
|
|
$
|
1,523
|
|
|
$
|
73,639
|
|
Accumulated depreciation and amortization
|
$
|
12,304
|
|
|
$
|
7,655
|
|
|
$
|
142
|
|
|
$
|
20,101
|
|
|
$
|
11,862
|
|
|
$
|
6,640
|
|
|
$
|
442
|
|
|
$
|
18,944
|
|
|
$
|
11,282
|
|
|
$
|
6,268
|
|
|
$
|
384
|
|
|
$
|
17,934
|
|
Total assets
|
$
|
45,501
|
|
|
$
|
41,743
|
|
|
$
|
2,749
|
|
|
$
|
89,993
|
|
|
$
|
42,523
|
|
|
$
|
37,647
|
|
|
$
|
2,309
|
|
|
$
|
82,479
|
|
|
$
|
39,222
|
|
|
$
|
32,896
|
|
|
$
|
2,487
|
|
|
$
|
74,605
|
|
Investment in equity method investees
|
$
|
—
|
|
|
$
|
1,661
|
|
|
$
|
106
|
|
|
$
|
1,767
|
|
|
$
|
—
|
|
|
$
|
983
|
|
|
$
|
80
|
|
|
$
|
1,063
|
|
|
$
|
—
|
|
|
$
|
617
|
|
|
$
|
46
|
|
|
$
|
663
|
|
(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 NEECH corporate interest expense is included in Corporate and Other.
|
(b)
|
NEER includes PTCs that were recognized based on its tax sharing agreement with NEE. See Note 1 - Income Taxes.
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
||||||||||||||||||||||||||||||||||||||||||
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
||||||||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||||||||||||||
Operating revenues
|
$
|
—
|
|
|
$
|
5,283
|
|
|
$
|
10,872
|
|
|
$
|
16,155
|
|
|
$
|
—
|
|
|
$
|
5,849
|
|
|
$
|
11,637
|
|
|
$
|
17,486
|
|
|
$
|
—
|
|
|
$
|
5,614
|
|
|
$
|
11,407
|
|
|
$
|
17,021
|
|
Operating expenses - net
|
(20
|
)
|
|
(3,663
|
)
|
|
(7,864
|
)
|
|
(11,547
|
)
|
|
(17
|
)
|
|
(4,142
|
)
|
|
(8,695
|
)
|
|
(12,854
|
)
|
|
(19
|
)
|
|
(4,039
|
)
|
|
(8,579
|
)
|
|
(12,637
|
)
|
||||||||||||
Interest expense
|
(1
|
)
|
|
(636
|
)
|
|
(456
|
)
|
|
(1,093
|
)
|
|
(4
|
)
|
|
(764
|
)
|
|
(443
|
)
|
|
(1,211
|
)
|
|
(6
|
)
|
|
(819
|
)
|
|
(436
|
)
|
|
(1,261
|
)
|
||||||||||||
Equity in earnings of subsidiaries
|
2,956
|
|
|
—
|
|
|
(2,956
|
)
|
|
—
|
|
|
2,754
|
|
|
—
|
|
|
(2,754
|
)
|
|
—
|
|
|
2,494
|
|
|
—
|
|
|
(2,494
|
)
|
|
—
|
|
||||||||||||
Other income - net
|
5
|
|
|
793
|
|
|
75
|
|
|
873
|
|
|
1
|
|
|
498
|
|
|
70
|
|
|
569
|
|
|
1
|
|
|
487
|
|
|
34
|
|
|
522
|
|
||||||||||||
Income (loss) before income taxes
|
2,940
|
|
|
1,777
|
|
|
(329
|
)
|
|
4,388
|
|
|
2,734
|
|
|
1,441
|
|
|
(185
|
)
|
|
3,990
|
|
|
2,470
|
|
|
1,243
|
|
|
(68
|
)
|
|
3,645
|
|
||||||||||||
Income tax expense (benefit)
|
28
|
|
|
354
|
|
|
1,001
|
|
|
1,383
|
|
|
(18
|
)
|
|
299
|
|
|
947
|
|
|
1,228
|
|
|
5
|
|
|
262
|
|
|
909
|
|
|
1,176
|
|
||||||||||||
Net income (loss)
|
2,912
|
|
|
1,423
|
|
|
(1,330
|
)
|
|
3,005
|
|
|
2,752
|
|
|
1,142
|
|
|
(1,132
|
)
|
|
2,762
|
|
|
2,465
|
|
|
981
|
|
|
(977
|
)
|
|
2,469
|
|
||||||||||||
Less net income attributable to noncontrolling interests
|
—
|
|
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||||||
Net income (loss) attributable to NEE
|
$
|
2,912
|
|
|
$
|
1,330
|
|
|
$
|
(1,330
|
)
|
|
$
|
2,912
|
|
|
$
|
2,752
|
|
|
$
|
1,132
|
|
|
$
|
(1,132
|
)
|
|
$
|
2,752
|
|
|
$
|
2,465
|
|
|
$
|
977
|
|
|
$
|
(977
|
)
|
|
$
|
2,465
|
|
(a)
|
Represents primarily FPL and consolidating adjustments.
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
||||||||||||||||||||||||||||||||||||||||||
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
|
NEE
(Guaran- tor) |
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli- dated |
||||||||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income (loss) attributable to NEE
|
$
|
3,009
|
|
|
$
|
1,448
|
|
|
$
|
(1,448
|
)
|
|
$
|
3,009
|
|
|
$
|
2,625
|
|
|
$
|
1,049
|
|
|
$
|
(1,049
|
)
|
|
$
|
2,625
|
|
|
$
|
2,369
|
|
|
$
|
924
|
|
|
$
|
(924
|
)
|
|
$
|
2,369
|
|
(a)
|
Represents primarily FPL and consolidating adjustments.
|
(a)
|
Represents primarily FPL and consolidating adjustments.
|
|
Year Ended
December 31, 2016 |
|
Year Ended
December 31, 2015 |
|
Year Ended
December 31, 2014 |
||||||||||||||||||||||||||||||||||||||||||
|
NEE
(Guar-
antor)
|
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli-
dated
|
|
NEE
(Guar-
antor)
|
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli-
dated
|
|
NEE
(Guar-
antor)
|
|
NEECH
|
|
Other
(a)
|
|
NEE
Consoli-
dated
|
||||||||||||||||||||||||
|
(millions)
|
||||||||||||||||||||||||||||||||||||||||||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
$
|
1,897
|
|
|
$
|
2,171
|
|
|
$
|
2,268
|
|
|
$
|
6,336
|
|
|
$
|
1,659
|
|
|
$
|
2,488
|
|
|
$
|
1,969
|
|
|
$
|
6,116
|
|
|
$
|
1,615
|
|
|
$
|
1,976
|
|
|
$
|
1,909
|
|
|
$
|
5,500
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Capital expenditures, independent power and other investments and nuclear fuel purchases
|
(1
|
)
|
|
(5,701
|
)
|
|
(3,934
|
)
|
|
(9,636
|
)
|
|
—
|
|
|
(4,744
|
)
|
|
(3,633
|
)
|
|
(8,377
|
)
|
|
(1
|
)
|
|
(3,741
|
)
|
|
(3,275
|
)
|
|
(7,017
|
)
|
||||||||||||
Capital contributions from NEE
|
(745
|
)
|
|
—
|
|
|
745
|
|
|
—
|
|
|
(1,480
|
)
|
|
—
|
|
|
1,480
|
|
|
—
|
|
|
(912
|
)
|
|
—
|
|
|
912
|
|
|
—
|
|
||||||||||||
Cash grants under the Recovery Act
|
—
|
|
|
335
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
343
|
|
|
—
|
|
|
343
|
|
||||||||||||
Sale of independent power and other investments of NEER
|
—
|
|
|
658
|
|
|
—
|
|
|
658
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
307
|
|
||||||||||||
Proceeds from sale or maturity of securities in special use funds and other investments
|
—
|
|
|
1,281
|
|
|
2,495
|
|
|
3,776
|
|
|
—
|
|
|
1,120
|
|
|
3,731
|
|
|
4,851
|
|
|
—
|
|
|
1,272
|
|
|
3,349
|
|
|
4,621
|
|
||||||||||||
Purchases of securities in special use funds and other investments
|
—
|
|
|
(1,323
|
)
|
|
(2,506
|
)
|
|
(3,829
|
)
|
|
—
|
|
|
(1,190
|
)
|
|
(3,792
|
)
|
|
(4,982
|
)
|
|
—
|
|
|
(1,321
|
)
|
|
(3,446
|
)
|
|
(4,767
|
)
|
||||||||||||
Proceeds from the sale of a noncontrolling interest in subsidiaries
|
—
|
|
|
645
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
345
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
438
|
|
||||||||||||
Other - net
|
—
|
|
|
(40
|
)
|
|
(19
|
)
|
|
(59
|
)
|
|
—
|
|
|
106
|
|
|
(8
|
)
|
|
98
|
|
|
10
|
|
|
(64
|
)
|
|
(232
|
)
|
|
(286
|
)
|
||||||||||||
Net cash used in investing activities
|
(746
|
)
|
|
(4,145
|
)
|
|
(3,219
|
)
|
|
(8,110
|
)
|
|
(1,480
|
)
|
|
(4,303
|
)
|
|
(2,222
|
)
|
|
(8,005
|
)
|
|
(903
|
)
|
|
(2,766
|
)
|
|
(2,692
|
)
|
|
(6,361
|
)
|
||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuances of long-term debt
|
—
|
|
|
5,349
|
|
|
308
|
|
|
5,657
|
|
|
—
|
|
|
4,689
|
|
|
1,083
|
|
|
5,772
|
|
|
—
|
|
|
4,057
|
|
|
997
|
|
|
5,054
|
|
||||||||||||
Retirements of long-term debt
|
—
|
|
|
(3,048
|
)
|
|
(262
|
)
|
|
(3,310
|
)
|
|
—
|
|
|
(3,421
|
)
|
|
(551
|
)
|
|
(3,972
|
)
|
|
—
|
|
|
(4,395
|
)
|
|
(355
|
)
|
|
(4,750
|
)
|
||||||||||||
Proceeds from differential membership investors
|
—
|
|
|
1,859
|
|
|
—
|
|
|
1,859
|
|
|
—
|
|
|
761
|
|
|
—
|
|
|
761
|
|
|
—
|
|
|
978
|
|
|
—
|
|
|
978
|
|
||||||||||||
Proceeds from other short-term debt
|
—
|
|
|
—
|
|
|
500
|
|
|
500
|
|
|
—
|
|
|
1,125
|
|
|
100
|
|
|
1,225
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
500
|
|
||||||||||||
Repayments of other short-term debt
|
—
|
|
|
(212
|
)
|
|
(450
|
)
|
|
(662
|
)
|
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||||||||||
Net change in commercial paper
|
—
|
|
|
(318
|
)
|
|
212
|
|
|
(106
|
)
|
|
—
|
|
|
318
|
|
|
(1,086
|
)
|
|
(768
|
)
|
|
—
|
|
|
(487
|
)
|
|
938
|
|
|
451
|
|
||||||||||||
Issuances of common stock - net
|
537
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|
1,298
|
|
|
—
|
|
|
—
|
|
|
1,298
|
|
|
633
|
|
|
—
|
|
|
—
|
|
|
633
|
|
||||||||||||
Dividends on common stock
|
(1,612
|
)
|
|
—
|
|
|
—
|
|
|
(1,612
|
)
|
|
(1,385
|
)
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
||||||||||||
Dividends to NEE
|
—
|
|
|
(650
|
)
|
|
650
|
|
|
—
|
|
|
—
|
|
|
(698
|
)
|
|
698
|
|
|
—
|
|
|
—
|
|
|
812
|
|
|
(812
|
)
|
|
—
|
|
||||||||||||
Other - net
|
(75
|
)
|
|
(294
|
)
|
|
1
|
|
|
(368
|
)
|
|
(92
|
)
|
|
(162
|
)
|
|
19
|
|
|
(235
|
)
|
|
(84
|
)
|
|
(31
|
)
|
|
10
|
|
|
(105
|
)
|
||||||||||||
Net cash provided by (used in) financing activities
|
(1,150
|
)
|
|
2,686
|
|
|
959
|
|
|
2,495
|
|
|
(179
|
)
|
|
1,799
|
|
|
263
|
|
|
1,883
|
|
|
(712
|
)
|
|
934
|
|
|
778
|
|
|
1,000
|
|
||||||||||||
Net increase (decrease) in cash and cash equivalents
|
1
|
|
|
712
|
|
|
8
|
|
|
721
|
|
|
—
|
|
|
(16
|
)
|
|
10
|
|
|
(6
|
)
|
|
—
|
|
|
144
|
|
|
(5
|
)
|
|
139
|
|
||||||||||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
546
|
|
|
25
|
|
|
571
|
|
|
—
|
|
|
562
|
|
|
15
|
|
|
577
|
|
|
—
|
|
|
418
|
|
|
20
|
|
|
438
|
|
||||||||||||
Cash and cash equivalents at end of year
|
$
|
1
|
|
|
$
|
1,258
|
|
|
$
|
33
|
|
|
$
|
1,292
|
|
|
$
|
—
|
|
|
$
|
546
|
|
|
$
|
25
|
|
|
$
|
571
|
|
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
15
|
|
|
$
|
577
|
|
(a)
|
Represents primarily FPL and consolidating adjustments.
|
|
March 31
(a)
|
|
June 30
(a)
|
|
September 30
(a)
|
|
December 31
(a)
|
||||||||
|
(millions, except per share amounts)
|
||||||||||||||
NEE:
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
3,835
|
|
|
$
|
3,817
|
|
|
$
|
4,805
|
|
|
$
|
3,699
|
|
Operating income
(b)
|
$
|
1,234
|
|
|
$
|
1,169
|
|
|
$
|
1,279
|
|
|
$
|
926
|
|
Net income
(b)
|
$
|
654
|
|
(c)
|
$
|
544
|
|
|
$
|
789
|
|
|
$
|
1,017
|
|
Net income attributable to NEE
(b)
|
$
|
653
|
|
(c)
|
$
|
540
|
|
|
$
|
753
|
|
|
$
|
966
|
|
Earnings per share attributable to NEE - basic
(d)
|
$
|
1.42
|
|
(c)
|
$
|
1.17
|
|
|
$
|
1.63
|
|
|
$
|
2.07
|
|
Earnings per share attributable to NEE - assuming dilution
(d)
|
$
|
1.41
|
|
(c)
|
$
|
1.16
|
|
|
$
|
1.62
|
|
|
$
|
2.06
|
|
Dividends per share
|
$
|
0.87
|
|
|
$
|
0.87
|
|
|
$
|
0.87
|
|
|
$
|
0.87
|
|
High-low common stock sales prices
|
$119.37 - $102.20
|
|
|
$130.43 - $112.44
|
|
|
$131.98 - $120.22
|
|
|
$128.46 - $110.49
|
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
4,104
|
|
|
$
|
4,358
|
|
|
$
|
4,954
|
|
|
$
|
4,069
|
|
Operating income
(b)
|
$
|
1,129
|
|
|
$
|
1,146
|
|
|
$
|
1,481
|
|
|
$
|
876
|
|
Net income
(b)
|
$
|
650
|
|
|
$
|
720
|
|
|
$
|
882
|
|
|
$
|
510
|
|
Net income attributable to NEE
(b)
|
$
|
650
|
|
|
$
|
716
|
|
|
$
|
879
|
|
|
$
|
507
|
|
Earnings per share attributable to NEE - basic
(d)
|
$
|
1.47
|
|
|
$
|
1.61
|
|
|
$
|
1.94
|
|
|
$
|
1.10
|
|
Earnings per share attributable to NEE - assuming dilution
(d)
|
$
|
1.45
|
|
|
$
|
1.59
|
|
|
$
|
1.93
|
|
|
$
|
1.10
|
|
Dividends per share
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
High-low common stock sales prices
|
$112.64 - $97.48
|
|
|
$106.63 - $97.23
|
|
|
$109.98 - $93.74
|
|
|
$105.85 - $95.84
|
|
||||
|
|
|
|
|
|
|
|
||||||||
FPL:
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
2,303
|
|
|
$
|
2,750
|
|
|
$
|
3,283
|
|
|
$
|
2,558
|
|
Operating income
(b)
|
$
|
714
|
|
|
$
|
828
|
|
|
$
|
921
|
|
|
$
|
694
|
|
Net income
(b)
|
$
|
393
|
|
|
$
|
448
|
|
|
$
|
515
|
|
|
$
|
371
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(b)
|
$
|
2,541
|
|
|
$
|
2,996
|
|
|
$
|
3,274
|
|
|
$
|
2,839
|
|
Operating income
(b)
|
$
|
667
|
|
|
$
|
780
|
|
|
$
|
855
|
|
|
$
|
674
|
|
Net income
(b)
|
$
|
359
|
|
|
$
|
435
|
|
|
$
|
489
|
|
|
$
|
365
|
|
(a)
|
In the opinion of NEE and FPL management, all adjustments, which consist of normal recurring accruals necessary to present a fair statement of the amounts shown for such periods, have been made. Results of operations for an interim period generally will not give a true indication of results for the year.
|
(b)
|
The sum of the quarterly amounts may not equal the total for the year due to rounding.
|
(c)
|
Amounts were restated to reflect the adoption in the second quarter of 2016 of an accounting standards update resulting in an increase to net income and net income attributable to NEE of
$17 million
, and an increase to earnings per share attributable to NEE, basic and assuming dilution, of
$0.04
. See Note 10 - Stock-Based Compensation.
|
(d)
|
The sum of the quarterly amounts may not equal the total for the year due to rounding and changes in weighted-average number of common shares outstanding.
|
(a)
|
Management's Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Attestation Report of the Independent Registered Public Accounting Firm
|
(c)
|
Changes in Internal Control Over Financial Reporting
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
|
4,479,039
|
|
(a)
|
$
|
71.08
|
|
(b)
|
9,383,195
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,479,039
|
|
|
$
|
71.08
|
|
|
9,383,195
|
|
(a)
|
Includes an aggregate of 2,505,208 outstanding options, 1,747,538 unvested performance share awards (at maximum payout), 16,564 deferred fully vested performance shares and 183,989 deferred stock awards (including future reinvested dividends) under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan and former LTIP, and 25,740 fully vested shares deferred by directors under the NextEra Energy, Inc. 2007 Non-Employee Directors Stock Plan and its predecessor, the FPL Group, Inc. Amended and Restated Non-Employee Directors Stock Plan.
|
(b)
|
Relates to outstanding options only.
|
|
2016
|
|
2015
|
||||
Audit fees
(a)
|
$
|
3,787,000
|
|
|
$
|
3,909,000
|
|
Audit-related fees
(b)
|
4,000
|
|
|
97,000
|
|
||
Tax fees
(c)
|
102,000
|
|
|
63,000
|
|
||
All other fees
(d)
|
9,000
|
|
|
14,000
|
|
||
Total
|
$
|
3,902,000
|
|
|
$
|
4,083,000
|
|
(a)
|
Audit fees consist of fees billed for professional services rendered for the audit of FPL's and NEE's annual consolidated financial statements for the fiscal year, the reviews of the financial statements included in FPL's and NEE's Quarterly Reports on Form 10-Q during the fiscal year and the audit of the effectiveness of internal control over financial reporting, comfort letters, consents, and other services related to SEC matters and services in connection with annual and semi-annual filings of NEE's financial statements with the Japanese Ministry of Finance.
|
(b)
|
Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of FPL's and NEE's consolidated financial statements and are not reported under audit fees. These fees primarily related to agreed-upon procedures and attestation services.
|
(c)
|
Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning.
In 2016 and 2015, approximately $66,000 and $28,000, respectively, was paid related to tax advice and planning services. All other tax fees in 2016 and in 2015 related to tax compliance services.
|
(d)
|
All other fees consist of fees for products and services other than the services reported under the other named categories. In 2016 and 2015, these fees related to training.
|
|
|
|
Page(s)
|
(a)
|
1.
|
Financial Statements
|
|
|
|
Management's Report on Internal Control Over Financial Reporting
|
|
|
|
Attestation Report of Independent Registered Public Accounting Firm
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
NEE:
|
|
|
|
Consolidated Statements of Income
|
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Consolidated Statements of Equity
|
|
|
|
FPL:
|
|
|
|
Consolidated Statements of Income
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
Consolidated Statements of Common Shareholder's Equity
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
2.
|
Financial Statement Schedules - Schedules are omitted as not applicable or not required.
|
|
|
|
|
|
|
3.
|
Exhibits (including those incorporated by reference)
|
|
|
|
Certain exhibits listed below refer to "FPL Group" and "FPL Group Capital," and were effective prior to the change of the name FPL Group, Inc. to NextEra Energy, Inc., and of the name FPL Group Capital Inc to NextEra Energy Capital Holdings, Inc., during 2010.
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*2(a)
|
|
Agreement and Plan of Merger, dated as of July 29, 2016, by and among NextEra Energy, Inc., EFH Merger Co., LLC, Energy Future Intermediate Holding Company LLC and Energy Future Holdings Corp. (filed as Exhibit 2.1 to Form 8-K dated July 29, 2016, File No. 1-8841)**
|
|
x
|
|
|
|
*2(b)
|
|
Amendment No. 1 to Agreement and Plan of Merger dated as of September 18, 2016 (filed as Exhibit 2 to Form 8-K dated September 18, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*2(c)
|
|
Merger Agreement between NextEra Energy, Inc., WSS Acquisition Company, Texas Transmission Holding Corporation, Cheyne Walk Investment Pte Ltd, Borealis Power Holdings Inc. and BPC Health Corporation dated October 30, 2016 (filed as Exhibit 2 to Form 8-K dated October 29, 2016, File No. 1-8841)**
|
|
x
|
|
|
|
*3(i)a
|
|
Restated Articles of Incorporation of NextEra Energy, Inc. (filed as Exhibit 3(i)(b) to Form 8-K dated May 21, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*3(i)b
|
|
Restated Articles of Incorporation of Florida Power & Light Company (filed as Exhibit 3(i)b to Form 10-K for the year ended December 31, 2010, File No. 2-27612)
|
|
|
|
x
|
|
*3(ii)a
|
|
Amended and Restated Bylaws of NextEra Energy, Inc., effective October 14, 2016 (filed as Exhibit 3(ii)(b) to Form 8-K dated October 14, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*3(ii)b
|
|
Amended and Restated Bylaws of Florida Power & Light Company, Inc., as amended through October 17, 2008 (filed as Exhibit 3(ii)b to Form 10-Q for the quarter ended September 30, 2008, File No. 2-27612)
|
|
|
|
x
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*4(a)
|
|
Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and twenty-four Supplements thereto, between Florida Power & Light Company 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; Exhibit 4 to Form 8-K dated May 15, 2012, File No. 2-27612; Exhibit 4 to Form 8-K dated December 20, 2012, File No. 2-27612; Exhibit 4 to Form 8-K dated June 5, 2013, File No. 2-27612; Exhibit 4 to Form 8-K dated May 15, 2014, File No. 2-27612; Exhibit 4 to Form 8-K dated September 10, 2014, File No. 2-27612; and Exhibit 4 to Form 8-K dated November 19, 2015, File No. 2-27612)
|
|
x
|
|
x
|
|
*4(b)
|
|
Indenture (For Unsecured Debt Securities), dated as of June 1, 1999, between FPL Group Capital Inc and The Bank of New York Mellon, as Trustee (filed as Exhibit 4(a) to Form 8-K dated July 16, 1999, File No. 1-8841)
|
|
x
|
|
|
|
*4(c)
|
|
First Supplemental Indenture to Indenture (For Unsecured Debt Securities) dated as of June 1, 1999, dated as of September 21, 2012, between NextEra Energy Capital Holdings, Inc. and The Bank of New York Mellon, as Trustee (filed as Exhibit 4(e) to Form 10-Q for the quarter ended September 30, 2012, File No. 1-8841)
|
|
x
|
|
|
|
*4(d)
|
|
Guarantee Agreement, dated as of June 1, 1999, between FPL Group, Inc. (as Guarantor) and The Bank of New York Mellon (as Guarantee Trustee) (filed as Exhibit 4(b) to Form 8-K dated July 16, 1999, File No. 1-8841)
|
|
x
|
|
|
|
*4(e)
|
|
Officer's Certificate of FPL Group Capital Inc, dated March 9, 2009, creating the 6.00% Debentures, Series due March 1, 2019 (filed as Exhibit 4 to Form 8-K dated March 9, 2009, File No. 1-8841)
|
|
x
|
|
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*4(f)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated June 10, 2011, creating the 4.50% Debentures, Series due June 1, 2021 (filed as Exhibit 4(b) to Form 8-K dated June 10, 2011, File No. 1-8841)
|
|
x
|
|
|
|
*4(g)
|
|
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(h)
|
|
Letter, dated May 7, 2015, from NextEra Energy Capital Holdings, Inc. to The Bank of New York Mellon, as trustee, setting forth certain terms of the Series E Debentures due June 1, 2017, effective May 7, 2015 (filed as Exhibit 4(b) to Form 8-K dated May 7, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(i)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated September 11, 2012, creating the Series F Debentures due September 1, 2017 (filed as Exhibit 4(c) to Form 8-K dated September 11, 2012, File No. 1-8841)
|
|
x
|
|
|
|
*4(j)
|
|
Letter, dated August 10, 2015, from NextEra Energy Capital Holdings, Inc. to The Bank of New York Mellon, as trustee, setting forth certain terms of the Series F Debentures due September 1, 2017, effective August 10, 2015 (filed as Exhibit 4(b) to Form 8-K dated August 10, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(k)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc. dated June 6, 2013, creating the 3.625% Debentures, Series due June 15, 2023 (filed as Exhibit 4 to Form 8-K dated June 6, 2013, File No. 1-8841)
|
|
x
|
|
|
|
*4(l)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated September 25, 2013, creating the Series G Debentures due September 1, 2018 (filed as Exhibit 4(c) to Form 8-K dated September 25, 2013, File No. 1-8841)
|
|
x
|
|
|
|
*4(m)
|
|
Letter, dated September 1, 2016, from NextEra Energy Capital Holdings, Inc. to The Bank of New York Mellon, as trustee, setting forth certain terms of the Series G Debentures due September 1, 2018, effective September 1, 2016 (filed as Exhibit 4(b) to Form 8-K dated September 1, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*4(n)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated March 11, 2014, creating the 2.700% Debentures, Series due September 15, 2019 (filed as Exhibit 4 to Form 8-K dated March 11, 2014, File No. 1-8841)
|
|
x
|
|
|
|
*4(o)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated June 6, 2014, creating the 2.40% Debentures, Series due September 15, 2019 (filed as Exhibit 4 to Form 8-K dated June 6, 2014, File No. 1-8841)
|
|
x
|
|
|
|
*4(p)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated August 27, 2015, creating the 2.80% Debentures, Series due August 27, 2020 (filed as Exhibit 4(c) to Form 10-Q for the quarter ended September 30, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(q)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated September 16, 2015, creating the Series H Debentures due September 1, 2020 (filed as Exhibit 4(c) to Form 8-K dated September 16, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(r)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated March 31, 2016, creating the 2.30% Debentures, Series due April 1, 2019 (filed as Exhibit 4 to Form 8-K dated March 31, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*4(s)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc., dated August 8, 2016, creating the Series I Debentures due September 1, 2021 (filed as Exhibit 4(c) to Form 8-K dated August 8, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*4(t)
|
|
Indenture (For Unsecured Subordinated Debt Securities relating to Trust Securities), dated as of March 1, 2004, among FPL Group Capital Inc, FPL Group, Inc. (as Guarantor) and The Bank of New York Mellon (as Trustee) (filed as Exhibit 4(au) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03)
|
|
x
|
|
|
|
*4(u)
|
|
Preferred Trust Securities Guarantee Agreement, dated as of March 15, 2004, between FPL Group, Inc. (as Guarantor) and The Bank of New York Mellon (as Guarantee Trustee) relating to FPL Group Capital Trust I (filed as Exhibit 4(aw) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03)
|
|
x
|
|
|
|
*4(v)
|
|
Amended and Restated Trust Agreement relating to FPL Group Capital Trust I, dated as of March 15, 2004 (filed as Exhibit 4(at) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03)
|
|
x
|
|
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*4(w)
|
|
Agreement as to Expenses and Liabilities of FPL Group Capital Trust I, dated as of March 15, 2004 (filed as Exhibit 4(ax) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03)
|
|
x
|
|
|
|
*4(x)
|
|
Officer's Certificate of FPL Group Capital Inc and FPL Group, Inc., dated March 15, 2004, creating the 5 7/8% Junior Subordinated Debentures, Series due March 15, 2044 (filed as Exhibit 4(av) to Post-Effective Amendment No. 3 to Form S-3, File Nos. 333-102173, 333-102173-01, 333-102173-02 and 333-102173-03)
|
|
x
|
|
|
|
*4(y)
|
|
Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006, among FPL Group Capital Inc, FPL Group, Inc. (as Guarantor) and The Bank of New York Mellon (as Trustee) (filed as Exhibit 4(a) to Form 8-K dated September 19, 2006, File No. 1-8841)
|
|
x
|
|
|
|
*4(z)
|
|
First Supplemental Indenture to Indenture (For Unsecured Subordinated Debt Securities) dated as of September 1, 2006, dated as of November 19, 2012, between NextEra Energy Capital Holdings, Inc., NextEra Energy, Inc. as Guarantor, and The Bank of New York Mellon, as Trustee (filed as Exhibit 2 to Form 8-A dated January 16, 2013, File No. 1-33028)
|
|
x
|
|
|
|
*4(aa)
|
|
Officer's Certificate of FPL Group Capital Inc and FPL Group, Inc., dated September 19, 2006, creating the Series B Enhanced Junior Subordinated Debentures due 2066 (filed as Exhibit 4(c) to Form 8-K dated September 19, 2006, File No. 1-8841)
|
|
x
|
|
|
|
*4(bb)
|
|
Replacement Capital Covenant, dated September 19, 2006, by FPL Group Capital Inc and FPL Group, Inc. relating to FPL Group Capital Inc's Series B Enhanced Junior Subordinated Debentures due 2066 (filed as Exhibit 4(d) to Form 8-K dated September 19, 2006, File No. 1-8841)
|
|
x
|
|
|
|
4(cc)
|
|
Amendment, dated November 9, 2016, to the Replacement Capital Covenant, dated September 19, 2006, by NextEra Energy Capital Holdings, Inc. (formerly known as FPL Group Capital Holdings Inc) and NextEra Energy, Inc. (formerly known as FPL Group, Inc.), relating to FPL Group Capital Inc's Series B Enhanced Junior Subordinated Debentures due 2066
|
|
x
|
|
|
|
*4(dd)
|
|
Officer's Certificate of FPL Group Capital Inc and FPL Group, Inc., dated June 12, 2007, creating the Series C Junior Subordinated Debentures due 2067 (filed as Exhibit 4(a) to Form 8-K dated June 12, 2007, File No. 1-8841)
|
|
x
|
|
|
|
*4(ee)
|
|
Replacement Capital Covenant, dated June 12, 2007, by FPL Group Capital Inc and FPL Group, Inc. relating to FPL Group Capital Inc's Series C Junior Subordinated Debentures due 2067 (filed as Exhibit 4(b) to Form 8-K dated June 12, 2007, File No. 1-8841)
|
|
x
|
|
|
|
*4(ff)
|
|
Officer's Certificate of FPL Group Capital Inc and FPL Group, Inc., dated September 17, 2007, creating the Series D Junior Subordinated Debentures due 2067 (filed as Exhibit 4(a) to Form 8-K dated September 17, 2007, File No. 1-8841)
|
|
x
|
|
|
|
*4(gg)
|
|
Replacement Capital Covenant, dated September 18, 2007, by FPL Group Capital Inc and FPL Group, Inc. relating to FPL Group Capital Inc's Series D Junior Subordinated Debentures due 2067 (filed as Exhibit 4(c) to Form 8-K dated September 17, 2007, File No. 1-8841)
|
|
x
|
|
|
|
4(hh)
|
|
Amendment, dated November 9, 2016, to the Replacement Capital Covenant, dated June 12, 2007 and to the Replacement Capital Covenant, dated September 18, 2007, by NextEra Energy Capital Holdings, Inc. (formerly known as FPL Group Capital Holdings Inc) and NextEra Energy, Inc. (formerly known as FPL Group, Inc.), relating to FPL Group Capital Inc's Series C Junior Subordinated Debentures due 2067 and Series D Junior Subordinated Debentures due 2067
|
|
x
|
|
|
|
*4(ii)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc. and NextEra Energy, Inc., dated March 27, 2012, creating the Series G Junior Subordinated Debentures due March 1, 2072 (filed as Exhibit 4 to Form 8-K dated March 27, 2012, File No. 1-8841)
|
|
x
|
|
|
|
*4(jj)
|
|
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
|
|
|
|
*4(kk)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc. and NextEra Energy, Inc., dated November 19, 2012, creating the Series I Junior Subordinated Debentures due November 15, 2072 (filed as Exhibit 4 to Form 8-K dated November 19, 2012, File No. 1-8841)
|
|
x
|
|
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*4(ll)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc. and NextEra Energy, Inc., dated January 18, 2013, creating the Series J Junior Subordinated Debentures due January 15, 2073 (filed as Exhibit 4 to Form 8-K dated January 18, 2013, File No. 1-8841)
|
|
x
|
|
|
|
*4(mm)
|
|
Officer's Certificate of NextEra Energy Capital Holdings, Inc. and NextEra Energy, Inc., dated June 7, 2016, creating the Series K Junior Subordinated Debentures due June 1, 2076 (filed as Exhibit 4 to Form 8-K dated June 7, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*4(nn)
|
|
Indenture (For Securing Senior Secured Bonds, Series A), dated May 22, 2007, between FPL Recovery Funding LLC (as Issuer) and The Bank of New York Mellon (as Trustee and Securities Intermediary) (filed as Exhibit 4.1 to Form 8-K dated May 22, 2007 and filed June 1, 2007, File No. 333-141357)
|
|
|
|
x
|
|
*4(oo)
|
|
Purchase Contract Agreement, dated as of September 1, 2015, 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 September 16, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(pp)
|
|
Pledge Agreement, dated as of September 1, 2015, 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 September 16, 2015, File No. 1-8841)
|
|
x
|
|
|
|
*4(qq)
|
|
Purchase Contract Agreement, dated as of August 1, 2016, 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 August 8, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*4(rr)
|
|
Pledge Agreement, dated as of August 1, 2016, 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 August 8, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*10(a)
|
|
FPL Group, Inc. Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997 (SERP) (filed as Exhibit 10(a) to Form 10-K for the year ended December 31, 1999, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(b)
|
|
FPL Group, Inc. Supplemental Executive Retirement Plan, amended and restated effective January 1, 2005 (Restated SERP) (filed as Exhibit 10(b) to Form 8-K dated December 12, 2008, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(c)
|
|
Amendment Number 1 to the Restated SERP changing name to NextEra Energy, Inc. Supplemental Executive Retirement Plan (filed as Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2010, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(d)
|
|
Appendix A1 (revised as of December 11, 2014) to the NextEra Energy, Inc. Supplemental Executive Retirement Plan (filed as Exhibit 10(d) to Form 10-K for the year ended December 31, 2015, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(e)
|
|
Appendix A2 (revised as of September 19, 2016) to the NextEra Energy, Inc. Supplemental Executive Retirement Plan (filed as Exhibit 10(d) to Form 10-Q for the quarter ended September 30, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(f)
|
|
Supplement to the Restated SERP relating to a special credit to certain executive officers and other officers effective February 15, 2008 (filed as Exhibit 10(g) to Form 10-K for the year ended December 31, 2007, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(g)
|
|
Supplement to the Restated SERP effective February 15, 2008 as it applies to Armando Pimentel, Jr. (filed as Exhibit 10(i) to Form 10-K for the year ended December 31, 2007, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(h)
|
|
Supplement to the SERP effective December 14, 2007 as it applies to Manoochehr K. Nazar (filed as Exhibit 10(j) to Form 10-K for the year ended December 31, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(i)
|
|
NextEra Energy, Inc. (formerly known as FPL Group, Inc.) Amended and Restated Long-Term Incentive Plan, most recently amended and restated on May 22, 2009 (filed as Exhibit 10(a) to Form 10-Q for the quarter ended June 30, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(j)
|
|
NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (filed as Exhibit 10(c) to Form 8-K dated March 16, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(k)
|
|
Form of Performance Share Award Agreement under the NextEra Energy, Inc. 2011 Long Term Incentive Plan (filed as Exhibit 10(a) to Form 8-K dated October 13, 2011, File No. 1-8841)
|
|
x
|
|
x
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*10(l)
|
|
Form of Performance Share Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan, as revised March 16, 2012 (filed as Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2012)
|
|
x
|
|
x
|
|
*10(m)
|
|
Form of Performance Share Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(a) to Form 8-K dated October 11, 2012)
|
|
x
|
|
x
|
|
*10(n)
|
|
Form of Performance Share Award Agreement under the Next Era Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(o) to Form 10-K for the year ended December 31, 2015, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(o)
|
|
Form of Performance Share Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(c) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(p)
|
|
Form of Performance Share Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(d) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(q)
|
|
Form of Restricted Stock Award Agreement under the NextEra Energy, Inc. 2011 Long Term Incentive Plan (filed as Exhibit 10(c) to Form 8-K dated October 13, 2011, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(r)
|
|
Form of Restricted Stock Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(b) to Form 8-K dated October 11, 2012)
|
|
x
|
|
x
|
|
*10(s)
|
|
Form of Restricted Stock Award Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(e) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(t)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan Stock Option Award - Non-Qualified Stock Option Agreement (filed as Exhibit 10(c) to Form 8-K dated December 29, 2004, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(u)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan Stock Option Award - Non-Qualified Stock Option Agreement (filed as Exhibit 10(d) to Form 8-K dated December 29, 2004, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(v)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan Stock Option Award - Non-Qualified Stock Option Agreement effective February 15, 2008 (filed as Exhibit 10(b) to Form 8-K dated February 15, 2008, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(w)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan Stock Option Award - Non-Qualified Stock Option Agreement effective February 13, 2009 (filed as Exhibit 10(u) to Form 10-K for the year ended December 31, 2008, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(x)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan - Non-Qualified Stock Option Agreement effective February 12, 2010 (filed as Exhibit 10(bb) to Form 10-K for the year December 31, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(y)
|
|
Form of NextEra Energy, Inc. Amended and Restated Long-Term Incentive Plan - Non-Qualified Stock Option Agreement effective February 18, 2011 (filed as Exhibit 10(d) to Form 10-Q for the quarter ended March 31, 2011, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(z)
|
|
Form of Non-Qualified Stock Option Award Agreement under the NextEra Energy, Inc. 2011 Long Term Incentive Plan (filed as Exhibit 10(b) to Form 8-K dated October 13, 2011, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(aa)
|
|
Form of Non-Qualified Stock Option Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(f) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(bb)
|
|
Form of Non-Qualified Stock Option Agreement under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan for certain executive officers (filed as Exhibit 10(g) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(cc)
|
|
Form of FPL Group, Inc. Amended and Restated Long-Term Incentive Plan Amended and Restated Deferred Stock Award Agreement effective February 12, 2010 between FPL Group, Inc. and each of Moray P. Dewhurst and James L. Robo (filed as Exhibit 10(dd) to Form 10-K for the year ended December 31, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(dd)
|
|
Form of Deferred Stock Award Agreement under NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (filed as Exhibit 10(a) to Form 8-K dated March 16, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
*10(ee)
|
|
NextEra Energy, Inc. 2013 Executive Annual Incentive Plan (filed as Exhibit 10(c) to Form 8-K dated October 11, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(ff)
|
|
NextEra Energy, Inc. Deferred Compensation Plan effective January 1, 2005 as amended and restated through February 11, 2016 (filed as Exhibit 10(h) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(gg)
|
|
FPL Group, Inc. Deferred Compensation Plan, amended and restated effective January 1, 2003 (filed as Exhibit 10(k) to Form 10-K for the year ended December 31, 2002, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(hh)
|
|
FPL Group, Inc. Executive Long-Term Disability Plan effective January 1, 1995 (filed as Exhibit 10(g) to Form 10-K for the year ended December 31, 1995, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(ii)
|
|
FPL Group, Inc. Amended and Restated Non-Employee Directors Stock Plan, as amended and restated October 13, 2006 (filed as Exhibit 10(b) to Form 10-Q for the quarter ended September 30, 2006, File No. 1-8841)
|
|
x
|
|
|
|
*10(jj)
|
|
FPL Group, Inc. 2007 Non-Employee Directors Stock Plan (filed as Exhibit 99 to Form S-8, File No. 333-143739)
|
|
x
|
|
|
|
*10(kk)
|
|
NextEra Energy, Inc. Non-Employee Director Compensation Summary effective January 1, 2016 (filed as Exhibit 10(jj) to Form 10-K for the year ended December 31, 2015, File No. 1-8841)
|
|
x
|
|
|
|
10(ll)
|
|
NextEra Energy, Inc. Non-Employee Director Compensation Summary effective January 1, 2017
|
|
x
|
|
|
|
*10(mm)
|
|
Form of Amended and Restated Executive Retention Employment Agreement effective December 10, 2009 between FPL Group, Inc. and each of Moray P. Dewhurst, James L. Robo, Armando Pimentel, Jr., and Charles E. Sieving (filed as Exhibit 10(nn) to Form 10-K for the year ended December 31, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(nn)
|
|
Executive Retention Employment Agreement between FPL Group, Inc. and Joseph T. Kelliher dated as of May 21, 2009 (filed as Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(oo)
|
|
Executive Retention Employment Agreement between FPL Group, Inc. and Manoochehr K. Nazar dated as of January 1, 2010 (filed as Exhibit 10(rr) to Form 10‑K for the year ended December 31, 2009, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(pp)
|
|
Executive Retention Employment Agreement between NextEra Energy, Inc. and Eric E. Silagy dated as of May 2, 2012 (filed as Exhibit 10(b) to Form 10-Q for the quarter ended June 30, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(qq)
|
|
Executive Retention Employment Agreement between NextEra Energy, Inc. and William L. Yeager dated as of January 1, 2013 (filed as Exhibit 10(ccc) to Form 10-K for the year ended December 31, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(rr)
|
|
Form of 2012 409A Amendment to NextEra Energy, Inc. Executive Retention Employment Agreement effective October 11, 2012 between NextEra Energy, Inc. and each of James L. Robo, Moray P. Dewhurst, Armando Pimentel, Jr., Eric E. Silagy, Joseph T. Kelliher, Manoochehr K. Nazar and Charles E. Sieving (filed as Exhibit 10(ddd) to Form 10-K for the year ended December 31, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(ss)
|
|
Executive Retention Employment Agreement between NextEra Energy, Inc. and Deborah H. Caplan dated as of April 23, 2013 (filed as Exhibit 10(e) to Form 10-Q for the quarter ended June 30, 2013, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(tt)
|
|
Executive Retention Employment Agreement between NextEra Energy, Inc. and Miguel Arechabala dated as of January 1, 2014 (filed as Exhibit 10(bbb) to Form 10‑K for the year ended December 31, 2013, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(uu)
|
|
Executive Retention Employment Agreement between NextEra Energy, Inc. and John W. Ketchum dated as of March 4, 2016 (filed as Exhibit 10(i) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(vv)
|
|
NextEra Energy, Inc. Executive Severance Benefit Plan effective February 26, 2013 (filed as Exhibit 10(eee) to Form 10-K for the year ended December 31, 2012, File No. 1-8841)
|
|
x
|
|
x
|
|
*10(ww)
|
|
Guarantee Agreement between FPL Group, Inc. and FPL Group Capital Inc, dated as of October 14, 1998 (filed as Exhibit 10(y) to Form 10-K for the year ended December 31, 2001, File No. 1-8841)
|
|
x
|
|
|
|
*10(xx)
|
|
Amended and Restated Plan Support Agreement dated as of September 19, 2016 (filed as Exhibit 10 to Form 8-K dated September 18, 2016, File No. 1-8841)
|
|
x
|
|
|
|
Exhibit
Number
|
|
Description
|
|
NEE
|
|
FPL
|
|
10(yy)
|
|
Limited Forbearance Agreement, dated as of December 1, 2016
|
|
x
|
|
|
|
*10(zz)
|
|
Form of Oncor Letter Agreement (filed as Exhibit 10.2 to Form 8-K dated July 29, 2016, File No. 1-8841)
|
|
x
|
|
|
|
*10(aaa)
|
|
Form of Bi-lateral Term Loan Agreement between NextEra Energy Capital Holdings, Inc. and the Lender dated February 7, 2017 (filed as Exhibit 10 to Form 8-K dated February 10, 2017, File No. 1-8841)
|
|
x
|
|
|
|
12(a)
|
|
Computation of Ratios
|
|
x
|
|
|
|
12(b)
|
|
Computation of Ratios
|
|
|
|
x
|
|
21
|
|
Subsidiaries of NextEra Energy, Inc.
|
|
x
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
|
x
|
|
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
|
|
99
|
|
Eighth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code
|
|
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
|
JAMES L. ROBO
|
James L. Robo
Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer)
|
JOHN W. KETCHUM
|
|
TERRELL KIRK CREWS, II
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer
(Principal Financial Officer)
|
|
Terrell Kirk Crews, II
Vice President, Controller and Chief Accounting
Officer
(Principal Accounting Officer)
|
SHERRY S. BARRAT
|
|
AMY B. LANE
|
Sherry S. Barrat
|
|
Amy B. Lane
|
JAMES L. CAMAREN
|
|
RUDY E. SCHUPP
|
James L. Camaren
|
|
Rudy E. Schupp
|
|
|
JOHN L. SKOLDS
|
Kenneth B. Dunn
|
|
John L. Skolds
|
NAREN K. GURSAHANEY
|
|
WILLIAM H. SWANSON
|
Naren K. Gursahaney
|
|
William H. Swanson
|
KIRK S. HACHIGIAN
|
|
HANSEL E. TOOKES, II
|
Kirk S. Hachigian
|
|
Hansel E. Tookes, II
|
TONI JENNINGS
|
|
|
Toni Jennings
|
|
|
ERIC E. SILAGY
|
Eric E. Silagy
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
JOHN W. KETCHUM
|
|
KIMBERLY OUSDAHL
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer and Director
(Principal Financial Officer)
|
|
Kimberly Ousdahl
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
JAMES L. ROBO
|
James L. Robo
|
NextEra Energy Capital Holdings, Inc.
|
|
|
|
|
|
By:
|
ALDO E. PORTALES
|
Name: Aldo E. Portales
|
|
Title: Assistant Treasurer
|
NextEra Energy, Inc.
|
|
|
|
|
|
By:
|
ALDO E. PORTALES
|
Name: Aldo E. Portales
|
|
Title: Assistant Treasurer
|
NextEra Energy Capital Holdings, Inc.
|
|
|
|
|
|
By:
|
ALDO E. PORTALES
|
Name: Aldo E. Portales
|
|
Title: Assistant Treasurer
|
NextEra Energy, Inc.
|
|
|
|
|
|
By:
|
ALDO E. PORTALES
|
Name: Aldo E. Portales
|
|
Title: Assistant Treasurer
|
|
Years Ended December 31,
|
|||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
(millions of dollars)
|
|||||||||||||||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Income
|
$
|
3,005
|
|
|
$
|
2,762
|
|
|
$
|
2,469
|
|
|
$
|
1,677
|
|
|
$
|
1,911
|
|
|||||
Income taxes
|
1,383
|
|
|
1,228
|
|
|
1,176
|
|
|
777
|
|
|
692
|
|
||||||||||
Fixed charges included in the determination of net income, as below
|
1,184
|
|
|
1,287
|
|
|
1,331
|
|
|
1,195
|
|
|
1,124
|
|
||||||||||
Amortization of capitalized interest
|
38
|
|
|
40
|
|
|
39
|
|
|
34
|
|
|
25
|
|
||||||||||
Distributed income of equity method investees
|
102
|
|
|
80
|
|
|
33
|
|
|
33
|
|
|
32
|
|
||||||||||
Less equity in earnings of equity method investees
|
148
|
|
|
107
|
|
|
93
|
|
|
25
|
|
|
13
|
|
||||||||||
Total earnings, as defined
|
$
|
5,564
|
|
|
$
|
5,290
|
|
|
$
|
4,955
|
|
|
$
|
3,691
|
|
|
$
|
3,771
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest expense
|
$
|
1,093
|
|
|
$
|
1,211
|
|
|
$
|
1,261
|
|
|
$
|
1,121
|
|
|
$1,038
|
|
||||||
Rental interest factor
|
66
|
|
|
55
|
|
|
55
|
|
|
47
|
|
|
52
|
|
||||||||||
Allowance for borrowed funds used during construction
|
25
|
|
|
21
|
|
|
15
|
|
|
27
|
|
|
34
|
|
||||||||||
Fixed charges included in the determination of net income
|
1,184
|
|
|
1,287
|
|
|
1,331
|
|
|
1,195
|
|
|
1,124
|
|
||||||||||
Capitalized interest
|
110
|
|
|
100
|
|
|
113
|
|
|
140
|
|
|
155
|
|
||||||||||
Total fixed charges, as defined
|
$
|
1,294
|
|
|
$
|
1,387
|
|
|
$
|
1,444
|
|
|
$
|
1,335
|
|
|
$
|
1,279
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends
(a)
|
4.30
|
|
|
3.81
|
|
|
3.43
|
|
|
2.76
|
|
|
2.95
|
|
(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.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2016
|
|
|
2015
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||
|
(millions of dollars)
|
||||||||||||||||||||||||
Earnings, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
$
|
1,727
|
|
|
$
|
1,648
|
|
|
$
|
1,517
|
|
|
$
|
1,349
|
|
|
$
|
1,240
|
|
||||||
Income taxes
|
1,051
|
|
|
957
|
|
|
910
|
|
|
835
|
|
|
752
|
|
|||||||||||
Fixed charges, as below
|
493
|
|
|
478
|
|
|
466
|
|
|
451
|
|
|
450
|
|
|||||||||||
Total earnings, as defined
|
$
|
3,271
|
|
|
$
|
3,083
|
|
|
$
|
2,893
|
|
|
$
|
2,635
|
|
|
$
|
2,442
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense
|
$
|
456
|
|
|
$
|
445
|
|
|
$
|
439
|
|
|
$
|
415
|
|
|
$
|
417
|
|
||||||
Rental interest factor
|
14
|
|
|
12
|
|
|
12
|
|
|
10
|
|
|
11
|
|
|||||||||||
Allowance for borrowed funds used during construction
|
23
|
|
|
21
|
|
|
15
|
|
|
26
|
|
|
22
|
|
|||||||||||
Total fixed charges, as defined
|
$
|
493
|
|
493
|
|
$
|
478
|
|
|
$
|
466
|
|
|
$
|
451
|
|
|
$
|
450
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends
(a)
|
6.63
|
|
|
6.45
|
|
|
6.21
|
|
|
5.84
|
|
|
5.43
|
|
(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.
|
|
Subsidiary
|
|
State or
Jurisdiction of
Incorporation
or Organization
|
|
|
|
|
1.
|
Florida Power & Light Company (100%-owned)
|
|
Florida
|
2.
|
NextEra Energy Capital Holdings, Inc. (100%-owned)
|
|
Florida
|
3.
|
NextEra Energy Resources, LLC
(a)(b)
|
|
Delaware
|
4.
|
Palms Insurance Company, Limited
(b)
|
|
Cayman Islands
|
(a)
|
Includes 864 subsidiaries that operate in the United States and 187 subsidiaries that operate in foreign countries in the same line of business as NextEra Energy Resources, LLC.
|
(b)
|
100%-owned subsidiary of NextEra Energy Capital Holdings, Inc.
|
NextEra Energy, Inc.
|
|
Florida Power & Light Company
|
||
Form S-8
|
No. 33-57673
|
|
Form S-3
|
No. 333-205558-02
|
Form S-8
|
No. 333-27079
|
|
|
|
Form S-8
|
No. 333-88067
|
|
|
|
Form S-8
|
No. 333-114911
|
|
|
|
Form S-8
|
No. 333-116501
|
|
|
|
Form S-8
|
No. 333-130479
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Form S-8
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No. 333-143739
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Form S-8
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No. 333-174799
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Form S-3
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No. 333-203453
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Form S-3
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No. 333-205558
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1.
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I have reviewed this Form 10-K for the annual period ended
December 31, 2016
of NextEra Energy, Inc. (the registrant);
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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;
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3.
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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;
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4.
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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JAMES L. ROBO
|
James L. Robo
Chairman, President and Chief Executive Officer
of NextEra Energy, Inc.
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1.
|
I have reviewed this Form 10-K for the annual period ended
December 31, 2016
of NextEra Energy, Inc. (the registrant);
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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;
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3.
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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;
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4.
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(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
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(b)
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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.
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JOHN W. KETCHUM
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer
of NextEra Energy, Inc.
|
1.
|
I have reviewed this Form 10-K for the annual period ended
December 31, 2016
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;
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3.
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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.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(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
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(b)
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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.
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ERIC E. SILAGY
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Eric E. Silagy
President and Chief Executive Officer
of Florida Power & Light Company
|
1.
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I have reviewed this Form 10-K for the annual period ended
December 31, 2016
of Florida Power & Light Company (the registrant);
|
2.
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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;
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3.
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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)
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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.
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JOHN W. KETCHUM
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer
of Florida Power & Light Company
|
(1)
|
The Annual Report on Form 10-K of NextEra Energy, Inc. (the registrant) for the annual period ended
December 31, 2016
(Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
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JAMES L. ROBO
|
James L. Robo
Chairman, President and Chief Executive Officer
of NextEra Energy, Inc.
|
JOHN W. KETCHUM
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer
of NextEra Energy, Inc.
|
(1)
|
The Annual Report on Form 10-K of Florida Power & Light Company (the registrant) for the annual period ended
December 31, 2016
(Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
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ERIC E. SILAGY
|
Eric E. Silagy
President and Chief Executive Officer of
Florida Power & Light Company
|
JOHN W. KETCHUM
|
John W. Ketchum
Executive Vice President, Finance
and Chief Financial Officer
of Florida Power & Light Company
|
|
)
|
|
In re:
|
)
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Chapter 11
|
|
)
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ENERGY FUTURE HOLDINGS CORP.,
et
al.
,
1
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)
)
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Case No. 14-10979 (CSS)
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Debtors.
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)
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(Jointly Administered)
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)
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KIRKLAND & ELLIS LLP
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RICHARDS, LAYTON & FINGER, P.A.
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601 Lexington Avenue
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920 North King Street
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New York, New York 10022
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Wilmington, Delaware 19801
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Telephone: (212) 446-4800
|
Telephone: (302) 651-7700
|
Facsimile: (212) 446-4900
--and--
300 North LaSalle
Chicago, Illinois 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
|
Facsimile: (302) 651-7701
|
--and--
PROSKAUER ROSE LLP
|
BIELLI & KLAUDER, LLC
|
Three First National Plaza
70 W. Madison Street, Suite 3800
Chicago, Illinois 60602
Telephone: (312) 962-3550
Facsimile: (312) 962-3551
|
1204 North King Street
Wilmington, Delaware 19801
Telephone: (302) 803-4600
Facsimile: (302) 397-2557
|
1
|
The last four digits of Energy Future Holdings Corp.’s tax identification number are 8810. The location of the debtors’ service address is 1601 Bryan Street, Dallas, Texas 75201. Due to the large number of debtors in these chapter 11 cases, which are being jointly administered, a complete list of the debtors and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the debtors’ claims and noticing agent at http://www.efhcaseinfo.com.
|
CRAVATH, SWAINE AND MOORE LLP
|
STEVENS & LEE, P.C.
|
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
|
1105 North Market Street, Suite 700
Wilmington, Delaware 19801
Telephone: (302) 425-3310
|
Telephone: (212) 474-1978
|
Facsimile: (610) 371-7927
|
Facsimile: (212) 474-3700
|
|
--and--
MUNGER, TOLLES & OLSON LLP
|
MCELROY, DEUTSCH, MULVANEY
& CARPENTER, LLP
|
355 South Grand Avenue, 35th Floor
Los Angeles, California 90071
Telephone: (213) 683-9100
|
300 Delaware Avenue, Suite 770
Wilmington, Delaware 19801
Telephone: (302) 300-4515
|
Facsimile: (213) 683-4022
|
Facsimile: (302) 654-4031
|
TABLE OF CONTENTS
|
|||
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ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING
LAW
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4
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||
|
A.
|
Defined Terms.
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4
|
|
B.
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Rules of Interpretation.
|
48
|
|
C.
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Computation of Time.
|
49
|
|
D.
|
Governing Law.
|
50
|
|
E.
|
Reference to Monetary Figures.
|
50
|
ARTICLE II. ADMINISTRATIVE CLAIMS, DIP CLAIMS, AND PRIORITY TAX CLAIMS
|
50
|
||
|
A.
|
Administrative Claims.
|
50
|
|
B.
|
DIP Claims.
|
52
|
|
C.
|
Priority Tax Claims.
|
53
|
ARTICLE III. CLASSIFICATION AND TREATMENt OF CLAIMS AND INTERESTS
|
53
|
||
|
A.
|
Classification of Claims and Interests.
|
53
|
|
B.
|
Treatment of Claims and Interests.
|
56
|
|
C.
|
Special Provision Governing Unimpaired Claims.
|
78
|
|
D.
|
Elimination of Vacant Classes.
|
78
|
|
E.
|
Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
|
78
|
|
F.
|
Controversy Concerning Impairment.
|
78
|
|
G.
|
Subordinated Claims and Interests.
|
78
|
ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN
|
79
|
||
|
A.
|
General Settlement of Claims and Interests.
|
79
|
|
B.
|
Restructuring Transactions.
|
79
|
|
C.
|
Sources of Consideration for Plan Distributions.
|
85
|
|
D.
|
Intercompany Account Settlement.
|
87
|
|
E.
|
Competitive Tax Sharing Agreement.
|
88
|
|
F.
|
Oncor Tax Sharing Agreement.
|
88
|
|
G.
|
Corporate Existence.
|
88
|
|
H.
|
Vesting of Assets in the Reorganized Debtors.
|
88
|
|
I.
|
Cancelation of Existing Securities and Agreements.
|
88
|
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J.
|
Corporate Action.
|
90
|
|
K.
|
New Organizational Documents.
|
90
|
|
L.
|
Directors and Officers of the Reorganized Debtors.
|
91
|
|
M.
|
Section 1146 Exemption.
|
91
|
|
N.
|
Director, Officer, Manager, and Employee Liability Insurance.
|
91
|
|
O.
|
Reorganized TCEH Debtor Management Incentive Plan.
|
92
|
|
P.
|
Employee Obligations.
|
92
|
|
Q.
|
Preservation of Causes of Action.
|
92
|
|
R.
|
Payment of Certain Fees.
|
93
|
|
S.
|
Treatment of Certain Claims of the PBGC and Pension Plan.
|
94
|
|
T.
|
Spin-Off Tax Receivable Agreement.
|
95
|
|
U.
|
Taxable Separation Tax Receivable Agreement.
|
95
|
ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
|
95
|
||
|
A.
|
Assumption and Rejection of Executory Contracts and Unexpired Leases.
|
95
|
|
B.
|
Claims Based on Rejection of Executory Contracts or Unexpired Leases.
|
97
|
|
C.
|
Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.
|
97
|
|
D.
|
Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases.
|
97
|
|
E.
|
Indemnification Obligations.
|
98
|
|
F.
|
Insurance Policies.
|
98
|
|
G.
|
Modifications, Amendments, Supplements, Restatements, or Other Agreements.
|
99
|
|
H.
|
Reservation of Rights.
|
99
|
|
|
|
|
|
I.
|
Nonoccurrence of Effective Date.
|
99
|
|
J.
|
Contracts and Leases Entered Into After the Petition Date.
|
99
|
ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS
|
99
|
||
|
A.
|
Timing and Calculation of Amounts to Be Distributed.
|
99
|
|
B.
|
Rights and Powers of EFH Plan Administrator Board.
|
102
|
|
C.
|
Disbursing Agent.
|
102
|
|
D.
|
Rights and Powers of Disbursing Agent.
|
103
|
|
E.
|
Delivery of Distributions and Undeliverable or Unclaimed Distributions.
|
103
|
|
F.
|
Manner of Payment.
|
105
|
|
G.
|
SEC Registration/Exemption.
|
105
|
|
H.
|
Compliance with Tax Requirements.
|
106
|
|
I.
|
No Postpetition or Default Interest on Claims.
|
106
|
|
J.
|
Setoffs and Recoupment.
|
106
|
|
K.
|
No Double Payment of Claims.
|
107
|
|
L.
|
Claims Paid or Payable by Third Parties.
|
107
|
ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS
|
107
|
||
|
A.
|
Allowance of Claims.
|
107
|
|
B.
|
Claims Administration Responsibilities.
|
108
|
|
C.
|
Estimation of Claims.
|
108
|
|
D.
|
Adjustment to Claims without Objection.
|
109
|
|
E.
|
Time to File Objections to Claims or Interests.
|
109
|
|
F.
|
Disallowance of Claims.
|
109
|
|
G.
|
Amendments to Proofs of Claim.
|
109
|
|
H.
|
Reimbursement or Contribution.
|
109
|
|
I.
|
No Distributions Pending Allowance.
|
109
|
|
J.
|
Distributions After Allowance.
|
110
|
|
K.
|
Preservation of Makewhole Appellate Rights and Litigaiton of Makewhole Claims.
|
110
|
ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS
|
112
|
||
|
A.
|
Discharge of Claims and Termination of Interests.
|
112
|
|
B.
|
Release of Liens.
|
112
|
|
C.
|
Releases by the Debtors.
|
113
|
|
D.
|
Releases by Holders of Claims and Interests.
|
114
|
|
E.
|
Exculpation.
|
115
|
|
F.
|
Injunction.
|
116
|
|
G.
|
Liabilities to, and Rights of, Governmental Units.
|
117
|
|
H.
|
Environmental Law Matters.
|
117
|
|
I.
|
Protections Against Discriminatory Treatment.
|
118
|
|
J.
|
Recoupment.
|
118
|
|
K.
|
Document Retention.
|
118
|
ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN
|
119
|
||
|
A.
|
Conditions Precedent to Confirmation of a Plan as to the TCEH Debtors and EFH Shared Services Debtors.
|
119
|
|
B.
|
Conditions Precedent to Confirmation of a Plan as to the EFH Debtors and EFIH Debtors.
|
120
|
|
C.
|
Conditions Precedent to the TCEH Effective Date.
|
121
|
|
D.
|
Conditions Precedent to the EFH Effective Date.
|
123
|
|
E.
|
Waiver of Conditions.
|
125
|
|
F.
|
Effect of Failure of Conditions.
|
125
|
|
G.
|
Certain IRS Matters.
|
126
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
|
126
|
||
|
A.
|
Modification and Amendments.
|
126
|
|
B.
|
Effect of Confirmation on Modifications.
|
127
|
|
C.
|
Revocation or Withdrawal of Plan.
|
127
|
ARTICLE XI. RETENTION OF JURISDICTION
|
127
|
||
ARTICLE XII. MISCELLANEOUS PROVISIONS
|
129
|
||
|
A.
|
Immediate Binding Effect.
|
129
|
|
B.
|
Additional Documents.
|
129
|
|
C.
|
Payment of Statutory Fees.
|
130
|
|
D.
|
Statutory Committee and Cessation of Fee and Expense Payment.
|
130
|
|
E.
|
Reservation of Rights.
|
130
|
|
F.
|
Successors and Assigns.
|
130
|
|
G.
|
Consent Rights in Taxable Separation.
|
131
|
|
H.
|
Notices.
|
131
|
|
I.
|
Term of Injunctions or Stays.
|
133
|
|
J.
|
Entire Agreement.
|
133
|
|
K.
|
Exhibits.
|
133
|
|
L.
|
Nonseverability of Plan Provisions.
|
134
|
|
M.
|
Votes Solicited in Good Faith.
|
134
|
|
N.
|
Waiver or Estoppel.
|
134
|
|
O.
|
Conflicts.
|
134
|
A.
|
Defined Terms.
|
(a)
|
the following opinions of nationally recognized tax counsel or a Big Four accounting firm (who shall be permitted to rely upon reasonable representations, including a representation that the Debtors have no plan or intention at the time of the Distribution
2
that is inconsistent with the Spin-Off Intended Tax Treatment), in substance reasonably acceptable to the TCEH Supporting First Lien Creditors and the Plan Sponsor, at a “should” level:
|
(i)
|
Taking into account the Merger, the Contribution, Reorganized TCEH Conversion, and Distribution should meet the requirements of Sections 368(a)(1)(G), 355, and 356 of the Internal Revenue Code.
|
(ii)
|
EFH should not recognize gain for U.S. federal income tax purposes as a result of the Contribution or the Reorganized TCEH Conversion other than gain recognized pursuant to the transfer of assets to the Preferred Stock Entity and the Spin-Off Preferred Stock Sale.
|
(iii)
|
EFH should recognize no gain or loss for U.S. federal income tax purposes upon the Distribution.
|
(b)
|
the following opinions of nationally recognized tax counsel or a Big Four accounting firm (who shall be permitted to rely upon reasonable representations, including a representation that the Debtors have no plan or intention at the time of the Distribution that is inconsistent with the Spin-Off Intended Tax Treatment), in substance reasonably acceptable to the TCEH Supporting First Lien Creditors and the Plan Sponsor, at a “will” level:
|
(i)
|
Section 355(g) will not apply to the Reorganized TCEH Spin-Off.
|
(ii)
|
Each of the EFH SAG and the Spinco SAG will be engaged in the active conduct of a trade or business (within the meaning of section 355(b)) immediately after the Reorganized TCEH Spin-Off.
|
2
|
Capitalized terms in this definition that are not defined herein shall have the meanings given such terms in the request submitted to the IRS for the Private Letter Ruling and all other IRS Submissions;
provided
,
however,
that nothing herein shall require the public disclosure of the IRS Submissions.
|
B.
|
Rules of Interpretation.
|
C.
|
Computation of Time.
|
D.
|
Governing Law.
|
E.
|
Reference to Monetary Figures.
|
A.
|
Administrative Claims.
|
(a)
|
Final Fee Applications.
|
(b)
|
Professional Fee Escrow Accounts.
|
(c)
|
Professional Fee Reserve Amount.
|
(d)
|
Allocation of Professional Fee Claims.
|
(e)
|
Post-Effective Date Fees and Expenses.
|
B.
|
DIP Claims.
|
(a)
|
in respect of any EFIH DIP Secured Hedge Obligation that is outstanding on the EFH Effective Date, at the option of Reorganized EFIH, (i) such EFIH DIP Secured Hedge Obligation shall be secured by a first priority Lien on the EFIH First Lien DIP Collateral on terms and conditions as Reorganized EFIH and the applicable EFIH DIP Secured Hedge Bank shall agree, (ii) such EFIH DIP Secured Hedge Obligation shall be repaid in full in Cash on the EFH Effective Date, or (iii) such other treatment shall have been provided with respect to such EFIH DIP Secured Hedge Obligation as Reorganized EFIH and the applicable EFIH DIP Secured Hedge Bank shall agree;
|
(b)
|
in respect of any EFIH DIP Secured Cash Management Obligation that is outstanding on the EFH Effective Date, at the option of Reorganized EFIH, (i) such EFIH DIP Secured Cash Management Obligation shall be secured by a first priority Lien on the EFIH First Lien DIP Collateral on terms and conditions as the Debtors and the applicable EFIH DIP Secured Cash Management Bank shall agree, (ii) such EFIH DIP Secured Cash Management Obligation shall be repaid in full in Cash on the EFH Effective Date, or (iii) such other treatment shall have been provided with respect to such EFIH DIP Secured Cash Management Obligation as Reorganized EFIH and the applicable EFIH DIP Secured Cash Management Bank shall agree; and
|
(c)
|
the EFIH First Lien DIP Contingent Obligations (including any and all expense reimbursement obligations of the EFIH Debtors that are contingent as of the EFH Effective Date) shall survive the EFH Effective Date on an unsecured basis, shall be paid by the applicable Reorganized Debtors as and when due under the EFIH First Lien DIP Credit Agreement, and shall not be discharged or released pursuant to the Plan and EFH Confirmation Order;
provided
that such surviving EFIH First Lien DIP Contingent Obligations shall not exceed $10 million.
|
C.
|
Priority Tax Claims.
|
A.
|
Classification of Claims and Interests.
|
Class
|
Claims and Interests
|
Status
|
Voting Rights
|
Class A1
|
Other Secured Claims Against the EFH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class A2
|
Other Priority Claims Against the EFH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class A3
|
Legacy General Unsecured Claims Against the EFH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class A4
|
EFH Legacy Note Claims
|
Impaired
|
Entitled to Vote
|
Class A5
|
EFH Unexchanged Note Claims
|
Impaired
|
Entitled to Vote
|
Class A6
|
EFH LBO Note Primary Claims
|
Impaired
|
Entitled to Vote
|
Class A7
|
EFH Swap Claims
|
Impaired
|
Entitled to Vote
|
Class A8
|
EFH Non-Qualified Benefit Claims
|
Impaired
|
Entitled to Vote
|
Class A9
|
General Unsecured Claims Against EFH Corp.
|
Impaired
|
Entitled to Vote
|
Class A10
|
General Unsecured Claims Against the EFH Debtors Other Than EFH Corp.
|
Impaired
|
Entitled to Vote
|
Class A11
|
Tex-La Guaranty Claims
|
Impaired
|
Entitled to Vote
|
Class A12
|
TCEH Settlement Claim
|
Impaired
|
Entitled to Vote
|
Class A13
|
EFH Debtor Intercompany Claims
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class A14
|
Non-EFH Debtor Intercompany Claims
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class A15
|
Interests in EFH Debtors Other Than EFH Corp.
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class A16
|
Interests in EFH Corp.
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class
|
Claims and Interests
|
Status
|
Voting Rights
|
Class B2
|
Other Priority Claims Against the EFIH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class B3
|
EFIH First Lien Note Claims
|
Impaired
|
Entitled to Vote
|
Class B4
|
EFIH Second Lien Note Claims
|
Impaired
|
Entitled to Vote
|
Class B5
|
EFH LBO Note Guaranty Claims
|
Impaired
|
Entitled to Vote
|
Class B6
|
General Unsecured Claims Against the EFIH Debtors
|
Impaired
|
Entitled to Vote
|
Class B7
|
EFIH Debtor Intercompany Claims
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class B8
|
Non-EFIH Debtor Intercompany Claims
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class B9
|
Interest in EFIH
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class B10
|
Interests in EFIH Finance
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class
|
Claims and Interests
|
Status
|
Voting Rights
|
Class C1
|
Other Secured Claims Against the TCEH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class C2
|
Other Priority Claims Against the TCEH Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class C3
|
TCEH First Lien Secured Claims
|
Impaired
|
Entitled to Vote
|
Class C4
|
TCEH Unsecured Debt Claims
|
Impaired
|
Entitled to Vote
|
Class C5
|
General Unsecured Claims Against the TCEH Debtors Other Than EFCH
|
Impaired
|
Entitled to Vote
|
Class C6
|
General Unsecured Claims Against EFCH
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class C7
|
TCEH Debtor Intercompany Claims
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class C8
|
Non-TCEH Debtor Intercompany Claims
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class C9
|
Interests in TCEH Debtors Other Than TCEH and EFCH
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class C10
|
Interests in TCEH and EFCH
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class
|
Claims and Interests
|
Status
|
Voting Rights
|
Class D1
|
Other Secured Claims Against the EFH Shared Services Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class D2
|
Other Priority Claims Against the EFH Shared Services Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class D3
|
General Unsecured Claims Against the EFH Shared Services Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
Class D4
|
EFH Shared Services Debtor Intercompany Claims
|
Unimpaired/
Impaired
|
Not Entitled to Vote (Deemed to Accept or Reject)
|
Class D5
|
Non-EFH Shared Services Debtor Intercompany Claims
|
Impaired
|
Not Entitled to Vote (Deemed to Reject)
|
Class D6
|
Interests in EFH Shared Services Debtors
|
Unimpaired
|
Not Entitled to Vote (Deemed to Accept)
|
(a)
|
Classification
: Class A1 consists of Other Secured Claims Against the EFH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A1, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A1, each such Holder shall receive, at the option of the applicable EFH Debtor(s) with the consent of the Plan Sponsor, either:
|
(i)
|
payment in full in Cash and payment of any interest required under section 506(b) and section 1129(b)(2)(i)(II) of the Bankruptcy Code;
|
(ii)
|
delivery of collateral securing any such Claim and payment of any interest required under section 506(b) and section 1129(b)(2)(i)(II) of the Bankruptcy Code;
|
(iii)
|
Reinstatement of such Claim; or
|
(iv)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting:
Class A1 is Unimpaired under the Plan. Holders of Claims in Class A1 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A2 consists of Other Priority Claims Against the EFH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A2, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A2, each such Holder shall receive, at the option of the applicable EFH Debtor(s) with the consent of the Plan Sponsor, either:
|
(i)
|
payment in full in Cash; or
|
(ii)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting
: Class A2 is Unimpaired under the Plan. Holders of Claims in Class A2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A3 consists of Legacy General Unsecured Claims Against the EFH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A3, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A3, each such Holder shall receive Reinstatement of such Claim on the EFH Effective Date.
|
(c)
|
Voting:
Class A3 is Unimpaired under the Plan. Holders of Claims in Class A3 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A4 consists of EFH Legacy Note Claims.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), and a Holder of a Class A4 Claim, as Class A4 Claims, the EFH Legacy Note Claims are Allowed in an amount equal to the sum of: (i) the principal amount outstanding, plus accrued but unpaid prepetition interest, under the EFH Legacy Note Indentures; and (ii) the amount of any other Claims (but in any case excluding any postpetition interest or Makewhole Claims) under the EFH Legacy Notes or EFH Legacy Note Indentures, if and to the extent such Claims are Allowed before the EFH Effective Date.
|
(c)
|
Treatment:
Except to the extent that a Holder of an Allowed Claim in Class A4, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A4, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool.
|
(d)
|
Voting:
Class A4 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A4 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A5 consists of EFH Unexchanged Note Claims.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor, and a Holder of a Class A5 Claim, as Class A5 Claims, the EFH Unexchanged Note Claims are Allowed in an amount equal to the sum of: (i) the principal amount outstanding, plus accrued but unpaid prepetition interest, under the EFH 2019 Note Indenture and EFH 2020 Note Indenture, as applicable; and (ii) the amount of any other Claims (but in any case excluding any postpetition interest or Makewhole Claims) under the EFH Unexchanged Notes or EFH Unexchanged Notes Indentures, if and to the extent such Claims are Allowed, whether Allowed before, on, or after the EFH Effective Date.
|
(c)
|
Treatment
: Except to the extent that a Holder, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), of an Allowed Claim in Class A5 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A5, each such Holder shall receive, up to the Allowed amount of its Claim:
|
(i)
|
its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool; and
|
(ii)
|
if the Class A5 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $5.8 million of the TCEH Settlement Claim Turnover Distributions, if any.
|
(d)
|
Voting:
Class A5 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A5 are entitled to vote to accept or reject the Plan;
provided
,
however
, that Class A5 must vote consistent with the Voting Indication to receive distributions, if any, under clause (c)(ii) above.
|
(a)
|
Classification
: Class A6 consists of EFH LBO Note Primary Claims.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor, and a Holder of a Class A6 Claim, as Class A6 Claims, the EFH LBO Note Primary Claims are Allowed in an amount equal to the sum of: (i) the principal amount outstanding, plus accrued but unpaid prepetition interest, under the EFH LBO Note Indenture; and (ii) the amount of any other Claims (but in any case excluding any postpetition interest or Makewhole Claims) under the EFH LBO Notes or EFH LBO Note Indenture, if and to the extent such Claims are Allowed before the EFH Effective Date.
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A6, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A6, each such Holder shall receive, up to Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH
|
(d)
|
Voting:
Class A6 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A6 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A7 consists of EFH Swap Claims.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A7, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A7, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool.
|
(c)
|
Voting:
Class A7 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A7 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A8 consists of EFH Non-Qualified Benefit Claims.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A8, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A8, each such Holder shall receive, up to the Allowed amount of its Claim:
|
(i)
|
its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool; and
|
(ii)
|
if the Class A8 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $30 million in Cash on account of the TCEH Settlement Claim Turnover Distributions, if any.
|
(c)
|
Voting:
Class A8 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A8 are entitled to vote to accept or reject the Plan;
provided
,
however
, that Class A8 must vote consistent with the Voting Indication to receive distributions, if any, under clause (b)(ii) above.
|
(a)
|
Classification
: Class A9 consists of General Unsecured Claims Against EFH Corp.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A9, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A9, each such Holder shall receive, up to the Allowed amount of its Claim:
|
(i)
|
its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool; and
|
(ii)
|
if the Class A9 Claims constitute EFH Beneficiary Claims, and solely to the extent of any portion of its Allowed Claim that is not paid in full pursuant to the preceding clause, its Pro Rata share of up to $2 million of the TCEH Settlement Claim Turnover Distributions, if any.
|
(c)
|
Voting:
Class A9 is Impaired under the Plan. Therefore, Holders of allowed Claims in Class A9 are entitled to vote to accept or reject the Plan;
provided
,
however
, that Class A9 must vote consistent with the Voting Indication to receive distributions, if any, under clause (b)(ii) above.
|
(a)
|
Classification
: Class A10 consists of General Unsecured Claims Against the EFH Debtors Other Than EFH Corp.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A10, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A10, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool.
|
(c)
|
Voting:
Class A10 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A10 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A11 consists of the Tex-La Guaranty Claims.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class A11, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class A11, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool;
provided
,
however
, that in no event shall a Holder of an Allowed Class A11 Claim receive more than a full recovery on account of its Claim, including any recovery as an Allowed Class C1 Claim.
|
(c)
|
Voting:
Class A11 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class A11 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A12 consists of the TCEH Settlement Claim.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor, and the TCEH Supporting First Lien Creditors, the TCEH Settlement Claim is Allowed in the amount of $700 million.
|
(c)
|
Treatment
: Except to the extent that the TCEH Supporting First Lien Creditors, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agree to a less favorable treatment of the TCEH Settlement Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for the TCEH Settlement Claim, TCEH or Reorganized TCEH, as applicable, shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of EFH Corp. Claims) of the EFH Creditor Recovery Pool
less
any TCEH Settlement Claim Turnover Distributions;
provided
,
however,
that such recoveries shall be distributed directly to the Holders of Allowed Class C3 Claims, as set forth in Article III.B.29, and TCEH or Reorganized TCEH, as applicable, shall never have control, possession, title, or ownership of the recovery for any purpose (except that Reorganized TCEH may nominally hold the right to receive recoveries under the TCEH Settlement Claim but the Holders of Allowed TCEH First Lien Secured Claims will hold all legal and equitable entitlement to receive recoveries under the TCEH Settlement Claim).
|
(d)
|
Voting:
Class A12 is Impaired under the Plan. Therefore, the TCEH Supporting First Lien Creditors are entitled to vote to accept or reject the Plan on behalf of TCEH.
|
(a)
|
Classification
: Class A13 consists of EFH Debtor Intercompany Claims.
|
(b)
|
Treatment
: EFH Debtor Intercompany Claims shall be, at the option of the EFH Debtors with the consent of the Plan Sponsor, either:
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Claims;
|
(c)
|
Voting
: Holders of Claims in Class A13 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A14 consists of Non-EFH Debtor Intercompany Claims.
|
(b)
|
Treatment
: Non-EFH Debtor Intercompany Claims shall be canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Class A14 is Impaired under the Plan. Holders of Claims in Class A14 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A15 consists of Interests in the EFH Debtors Other Than EFH Corp.
|
(b)
|
Treatment
: Interests in the EFH Debtors Other Than EFH Corp. shall be, at the option of the EFH Debtors with the consent of the Plan Sponsor, either:
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Interests;
|
(c)
|
Voting
: Holders of Interests in Class A15 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class A16 consists of Interests in EFH Corp.
|
(b)
|
Treatment
: Interests in EFH Corp. shall be canceled and released without any distribution on account of such Interests.
|
(c)
|
Voting
: Class A16 is Impaired under the Plan. Holders of Interests in Class A16 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B1 consists of Other Secured Claims Against the EFIH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B1, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B1, each such Holder shall receive, at the option of the applicable EFIH Debtor(s) with the consent of the Plan Sponsor, either:
|
(i)
|
payment in full in Cash;
|
(ii)
|
delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code;
|
(iii)
|
Reinstatement of such Claim; or
|
(iv)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting:
Class B1 is Unimpaired under the Plan. Holders of Claims in Class B1 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject
|
(a)
|
Classification
: Class B2 consists of Other Priority Claims Against the EFIH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B2, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B2, each such Holder shall receive, at the option of the applicable EFIH Debtor(s) with the consent of the Plan Sponsor, either:
|
(i)
|
payment in full in Cash; or
|
(ii)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting
: Class B2 is Unimpaired under the Plan. Holders of Claims in Class B2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification:
Class B3 consists of EFIH First Lien Note Claims, if any.
|
(b)
|
Allowance
: As Class B3 Claims, the EFIH First Lien Note Claims are Allowed in an amount equal to the sum of:
|
(i)
|
any accrued but unpaid prepetition interest (including any Additional Interest and interest on interest) at the applicable rate set forth in, and calculated in accordance with, the EFIH First Lien Notes, the EFIH First Lien 2017 Note Indenture, the EFIH First Lien 2020 Note Indenture, and/or any related agreement, as applicable;
|
(ii)
|
any accrued but unpaid postpetition interest (including any Additional Interest and interest on interest) at the applicable rate set forth in, and calculated in accordance with, the EFIH First Lien Notes, the EFIH First Lien 2017 Note Indenture, the EFIH First Lien 2020 Note Indenture, and/or any related agreement, as applicable, through the closing date of the EFIH First Lien DIP Facility (excluding interest on interest, which shall be through the EFH Effective Date);
|
(iii)
|
subject to any review / allowance process ordered by the Court pursuant to the Reserve Order (if the Settlement Approval Order is not entered) all reasonable and documented fees and expenses and indemnification claims, (and interest thereon, including Additional Interest and interest on interest, to the extent provided for by the EFIH First Lien Notes, the EFIH First Lien 2017 Note Indenture, the EFIH First Lien 2020 Note Indenture, and/or any related agreement, in each case if and solely to the extent allowed by a court of competent jurisdiction, whether entered before, on, or after the EFH Effective Date), whether incurred or accruing before, on, or after the EFH Effective Date, including those reasonable and documented fees and expenses and indemnification claims incurred in connection with any appeal, remand, or other litigation of any Makewhole Claims, (a) that (with respect only to such fees,
|
(iv)
|
if and solely to the extent allowed by a court of competent jurisdiction pursuant to a Final Order, whether entered before, on, or after the EFH Effective Date, the amount of any other Claims, including any Makewhole Claims, and interest thereon, including, for the avoidance of doubt, any Additional Interest and interest on interest (whether accruing before, on or after the EFH Effective Date, at the applicable rate, and as calculated in accordance with the EFIH First Lien Notes, the EFIH First Lien 2017 Note Indenture, the EFIH First Lien 2020 Note Indenture, and/or any related agreement, as applicable, or otherwise, if and solely to the extent such Claims are held to be allowed by a court of competent jurisdiction pursuant to a Final Order, whether entered before, on, or after the EFH Effective Date);
|
•
|
On the EFH Effective Date, the EFIH Debtors shall grant the EFIH First Lien Notes Trustee a perfected, first-priority security interest in and Lien upon the EFIH Claims Reserve and on all Cash and any other assets deposited at any time (whether on or after the EFH Effective Date) in the EFIH Claims Reserve and all proceeds thereof. The EFIH First Lien Notes Trustee shall have control of the EFIH Claims Reserve (and all assets therein and all proceeds thereof) pursuant to such arrangements as may be necessary or appropriate under applicable law (including a control agreement and/or maintaining any bank account in which EFIH Claims Reserve funds are deposited with the EFIH First Lien Notes Trustee or with a bank that agrees to enter into a subordination agreement in favor of the EFIH First Lien Notes Trustee) to ensure that the Replacement EFIH First Lien will remain properly perfected at all times on and after the EFH Effective Date and that no other entity (including any bank or securities intermediary) will obtain any security interest in, Lien upon, or setoff right with respect to, the EFIH Claims Reserve (or any assets therein or any proceeds thereof), other than the Replacement EFIH Second Lien granted
|
•
|
Except solely for the Replacement EFIH Second Lien, no security interest or Lien shall be granted at any time on or after the EFIH Effective Date in or upon the EFIH Claims Reserve (or any Cash or other assets therein or any proceeds thereof). The Replacement EFIH First Lien shall be a senior lien with priority over the Replacement EFIH Second Lien, and the EFIH First Lien Notes Trustee and Holders of EFIH First Lien Note Claims shall have priority in right of payment over the EFIH Second Lien Notes Trustee and Holders of EFIH Second Lien Note Claims from the EFIH Claims Reserve.
|
•
|
The EFIH Claims Reserve shall be invested in a manner consistent with section 345 of the Bankruptcy Code, and all investment decisions with respect of the EFIH Claims Reserve shall be subject to prior written consent of the EFIH First Lien Notes Trustee.
|
•
|
The EFIH Collateral Trust Agreement shall govern the rights and obligations of the EFIH First Lien Notes Trustee (and Holders of EFIH First Lien Note Claims), on the one hand, and the EFIH Second Lien Notes Trustee (and Holders of EFIH Second Lien Note Claims), on the other hand, with respect to the EFIH Claims Reserve (and all Cash and other assets therein and any proceeds thereof), which shall be deemed to be Collateral (as such term is defined in the Collateral Trust Agreement) granted to the EFIH First Lien Notes Trustee, in its capacity as Collateral Trustee (as such term is defined in the Collateral Trust Agreement), to secure the payment of the Parity Lien Obligations (as such term is defined in the Collateral Trust Agreement and which term, for the avoidance of doubt, shall be deemed to include the EFIH First Lien Note Claims) and the Junior Lien Obligations (as such term is defined in the Collateral Trust Agreement and which term, for the avoidance of doubt, shall be deemed to include the EFIH Second Lien Note Claims);
provided, however
, none of the foregoing is intended, nor shall be interpreted, to limit the Debtors’ ability to distribute the EFIH Second Lien Note Repayment Amount should the Bankruptcy Court authorize such distribution in the EFH Confirmation Order or otherwise.
|
•
|
If the Settlement Approval Order is not entered on or before the EFH Effective Date, then following the funding of the EFIH Claims Reserve on the EFH Effective Date, there shall be no distributions or disbursements from the EFIH Claims Reserve, except as set forth in subclauses (a)-(c) of the definition of EFIH Claims Reserve, to any entity, account, or reserve (including any Holder of any Claim or Interest, including the EFIH Unsecured Notes Trustee or any Holder of the EFIH Unsecured Notes, or any professional or other representative of any such Holder or Trustee; the EFH Plan Administrator Board or the Makewhole Litigation Oversight Committee or any of their respective professionals or other representatives; or the Post-Effective Date Administrative Account, the MLOC Account, or the EFH/EFIH Distribution Account) until (a) the EFIH Settlement Approval Order is entered or (b) if the relief entered in the EFIH Settlement Approval Motion is denied, entry of the Reserve Order, and pursuant to the terms of the Reserve Order, and without prejudice to the rights of the Makewhole Litigation Oversight Committee or the EFIH Unsecured Trustee from seeking entry of a Subsequent Reserve Order by the Court authorizing, and the Court granting, reductions of, and distributions from, the EFIH Claims Reserve following entry of the Reserve Order. Amounts included in the EFIH Claims Reserve (and any Liens thereon) immediately prior to entry of the
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B3, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld) and the consent of the Initial Supporting Creditors (prior to the appointment of the Makewhole Litigation Oversight Committee) or the Makewhole Litigation Oversight Committee, agrees to a less favorable treatment of its Allowed Claim, each such Holder shall receive, up to the Allowed amount of its Claim, payment in full in Cash.
|
(d)
|
Voting
: Class B3 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class B3 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B4 consists of EFIH Second Lien Note Claims.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor, and a Holder of a Class B4 Claim, as Class B4 Claims, the EFIH Second Lien Note Claims are Allowed in an amount equal to the sum of:
|
(i)
|
the principal amount outstanding, plus accrued but unpaid prepetition interest (including any Additional Interest and interest on interest) at the applicable rate set forth in, and calculated in accordance with, the EFIH Second Lien Notes, the EFIH Second Lien Note Indenture, and/or any related agreement, as applicable;
|
(ii)
|
any accrued but unpaid postpetition interest (including any Additional Interest and interest on interest) on such principal at the applicable rate set forth in, and calculated in accordance with, the EFIH Second Lien Notes, the EFIH Second Lien Note Indenture, and/or any related agreement, as applicable, through the EFH Effective Date;
|
(iii)
|
subject to any review / allowance process ordered by the Court pursuant to the Reserve Order (if the Settlement Approval Order is not entered), all reasonable and documented fees and expenses and indemnification claims, whether incurred or accruing before, on, or after the EFH Effective Date, including those reasonable and documented fees and expenses and indemnification claims incurred in connection with any appeal, remand, or other litigation of any Makewhole Claims, (a) that (with respect only to such fees, expenses and claims incurred prior to the EFH Effective Date) are allowed under section 506(b) of the Bankruptcy Code and (b) that are owed under the EFIH Second Lien Notes, the EFIH Second Lien Note Indenture, and/or any related agreement (and interest thereon, to the extent provided by such notes, indentures, or agreements solely to the extent allowed by a court of competent jurisdiction, whether entered before, on, or after the EFH Effective Date), as applicable; and
|
(iv)
|
if and solely to the extent allowed by a court of competent jurisdiction pursuant to a Final Order, whether entered before, on, or after the EFH Effective Date, the amount of any other Claims, including any Makewhole Claims, and interest thereon, including, for the avoidance of doubt, any Additional Interest and
|
•
|
On the EFH Effective Date, the EFIH Debtors shall grant the EFIH Second Lien Notes Trustee a perfected, second-priority security interest in and second-priority Lien upon the EFIH Claims Reserve and on all Cash and any other assets deposited at any time (whether on or after the EFH Effective Date) in the EFIH Claims Reserve and all proceeds thereof. The EFIH Second Lien Notes Trustee shall have a second-priority control agreement of the EFIH Claims Reserve (and all assets therein and all proceeds thereof) pursuant to such arrangements as may be necessary or appropriate under applicable law (including a second-priority control agreement and/or maintaining any bank account in which EFIH Claims Reserve funds are deposited with the EFIH Second Lien Notes Trustee or with a bank that agrees to enter into second-priority subordination agreement in favor of the EFIH Second Lien Notes Trustee and subordinate to the EFIH First Lien Notes Trustee subordination agreement) to ensure that the Replacement EFIH Second Lien will remain properly perfected at all times on and after the EFH Effective Date and that no other entity (including any bank or securities intermediary) will obtain any security interest in, Lien upon, or setoff right with respect to, the EFIH Claims Reserve (or any assets therein or any proceeds thereof), other than the Replacement EFIH First Lien, and the Replacement EFIH Second Lien granted pursuant to Article III.B.20 of this Plan.
|
•
|
Except solely for the Replacement EFIH First Lien (which shall be senior to the Replacement EFIH Second Lien), no security interest or Lien shall be granted at any time on or after the EFIH Effective Date in or upon the EFIH Claims
|
•
|
The EFIH Claims Reserve shall be invested in a manner consistent with section 345 of the Bankruptcy Code, and all investment decisions with respect of the EFIH Claims Reserve shall be subject to prior written consent of the EFIH First Lien Notes Trustee.
|
•
|
If the Settlement Approval Order is not entered on or before the EFH Effective Date, then following the funding of the EFIH Claims Reserve on the EFH Effective Date, there shall be no distributions or disbursements from the EFIH Claims Reserve, except as set forth in subclauses (a)-(c) of the definition of EFIH Claims Reserve, to any entity, account, or reserve (including any Holder of any Claim or Interest, including the EFIH Unsecured Notes Trustee or any Holder of the EFIH Unsecured Notes, or any professional or other representative of any such Holder or Trustee; the EFH Plan Administrator Board or the Makewhole Litigation Oversight Committee or any of their respective professionals or other representatives; or the Post-Effective Date Administrative Account, the MLOC Account, or the EFH/EFIH Distribution Account) until (a) the EFIH Settlement Approval Order is entered or (b) if the relief entered in the EFIH Settlement Approval Motion is denied, entry of the Reserve Order, and pursuant to the terms of the Reserve Order, and without prejudice to the rights of the Makewhole Litigation Oversight Committee or the EFIH Unsecured Trustee from seeking entry of a Subsequent Reserve Order by the Court authorizing, and the Court granting, reductions of, and distributions from, the EFIH Claims Reserve following entry of the Reserve Order. Amounts included in the EFIH Claims Reserve (and any Liens thereon) immediately prior to entry of the Reserve Order or the Settlement Approval Order shall, subject to the terms of Article VI.A. hereof, be released or distributed into segregated accounts in the EFH/EFIH Distribution Account, to the extent provided in accordance with the Reserve Order or the Settlement Approval Order, as applicable, and only those amounts, if any, remaining in the EFIH Claims Reserve shall be subject to the Replacement Liens granted pursuant to the EFH Confirmation Order, subject to the terms of any Reserve Order.
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B4, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld) and the consent of the Initial Supporting Creditors (prior to the appointment of the Makewhole Litigation Oversight Committee) or the Makewhole Litigation Oversight Committee, agrees to a less favorable treatment of its Allowed Claim, each such Holder shall receive, up to the Allowed amount of its Claim, payment in full in Cash.
|
(d)
|
Voting
: Class B4 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class B4 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B5 consists of EFH LBO Note Guaranty Claims.
|
(b)
|
Allowance
: Unless otherwise separately agreed by the Debtors, with the consent of the Plan Sponsor, and a Holder of a Class B5 Claim, as Class B5 Claims, the EFH LBO Note Guaranty Claims are Allowed in an amount equal to the sum of: (i) the principal amount outstanding, plus accrued but unpaid prepetition interest, under the EFH LBO Note Indenture; (ii) accrued postpetition interest on such principal at the Federal
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B5, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B5, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of Allowed EFH LBO Note Guaranty Claims and Allowed General Unsecured Claims Against the EFIH Debtors) of the EFIH Unsecured Creditor Recovery Pool;
provided
,
however
, that in no event shall a Holder of an Allowed Claim in Class B5 receive more than a single satisfaction of such Allowed Claim, including any recovery received on account of an Allowed Claim in Class A6.
|
(d)
|
Voting:
Class B5 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class B5 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B6 consists of General Unsecured Claims Against the EFIH Debtors.
|
(b)
|
Allowance
: As Class B6 Claims, the EFIH Unsecured Note Claims are Allowed in an amount equal to the Allowed EFIH General Unsecured Claim.
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class B6, with the consent of the Plan Sponsor (such consent not to be unreasonably withheld), agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class B6, each such Holder shall receive, up to the Allowed amount of its Claim, its Pro Rata share (calculated based on the aggregate amount of Allowed EFH LBO Note Guaranty Claims and Allowed General Unsecured Claims Against the EFIH Debtors) of the EFIH Unsecured Creditor Recovery Pool;
provided further
that if Class B6 votes in favor of the Plan, all Holders of EFIH Unsecured Notes Claims will be bound by the terms of the PIK Settlement and all Holders of EFIH Unsecured Notes Claims will be barred from seeking additional recovery on account of any Makewhole Claims or Claims arising in connection with the accrual of postpetition interest.
|
(d)
|
Voting:
Class B6 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class B6 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B7 consists of EFIH Debtor Intercompany Claims.
|
(b)
|
Treatment
: EFIH Debtor Intercompany Claims shall be, at the option of the EFIH Debtors with the consent of the Plan Sponsor, either:
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Holders of Claims in Class B7 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B8 consists of Non-EFIH Debtor Intercompany Claims.
|
(b)
|
Treatment
: Non-EFIH Debtor Intercompany Claims shall be canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Class B8 is Impaired under the Plan. Holders of Claims in Class B8 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B9 consists of the Interest in EFIH.
|
(b)
|
Treatment
: The Interest in EFIH shall be Reinstated.
|
(c)
|
Voting
: Class B9 is Unimpaired under the Plan. The Holder of the Interest in Class B9 is conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holder is not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class B10 consists of Interests in EFIH Finance.
|
(b)
|
Treatment
: Interests in EFIH Finance shall be canceled and released without any distribution on account of such Interests.
|
(c)
|
Voting
: Class B10 is Impaired under the Plan. Holders of Interests in Class B10 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C1 consists of Other Secured Claims Against the TCEH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class C1 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C1, each such Holder shall receive, at the option of the applicable TCEH Debtor(s) with the consent of the TCEH Supporting First Lien Creditors (such consent not to be unreasonably withheld), either:
|
(i)
|
payment in full in Cash and payment of any interest required under section 506(b) and section 1129(b)(2)(i)(II) of the Bankruptcy Code;
|
(ii)
|
delivery of collateral securing any such Claim and payment of any interest
|
(iii)
|
Reinstatement of such Claim; or
|
(iv)
|
other treatment rendering such Claim Unimpaired;
|
(c)
|
Voting:
Class C1 is Unimpaired under the Plan. Holders of Claims in Class C1 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C2 consists of Other Priority Claims Against the TCEH Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class C2 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C2, each such Holder shall receive, at the option of the applicable TCEH Debtor(s) with the consent of the TCEH Supporting First Lien Creditors (such consent not to be unreasonably withheld), either:
|
(i)
|
payment in full in Cash; or
|
(ii)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting
: Class C2 is Unimpaired under the Plan. Holders of Claims in Class C2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C3 consists of TCEH First Lien Secured Claims.
|
(b)
|
Allowance
: As Class C3 Claims, (i) the TCEH Credit Agreement Claims are Allowed in the amount of $22,863,271,257; (ii) the TCEH First Lien Note Claims are Allowed in the amount of $1,815,965,278; (iii) the TCEH First Lien Swap Claims and TCEH First Lien Commodity Hedge Claims are Allowed in an aggregate amount no less than $1,230,817,606.94; and (iv) any Claims of the TCEH First Lien Administrative Agent, the TCEH First Lien Collateral Agent or the TCEH First Lien Notes Trustee for fees, expenses, or indemnification obligations arising under and pursuant to the TCEH Credit Agreement, the TCEH First Lien Notes Indenture, the TCEH First Lien Interest Rate Swaps, the TCEH First Lien Commodity Hedges, or the TCEH First Lien Intercreditor Agreement, as applicable, are Allowed in an amount to be determined.
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class C3 agrees to a less favorable treatment of its Allowed Claim (in a writing executed by such Holder after the Petition Date), in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C3, subject to Article
|
(i)
|
If the Spin-Off is effectuated pursuant to the terms and conditions set forth in Article IV.B.2:
|
A.
|
100% of the Reorganized TCEH Common Stock (following the Basis Step-Up), subject to dilution after the Distribution only on account of the Reorganized TCEH Debtor Management Incentive Plan;
|
B.
|
100% of the (a) TCEH Debtors’ Cash on hand and (b) net Cash proceeds from the issuance of the New Reorganized TCEH Debt (or, at the TCEH Supporting First Lien Creditors’ election, all or a portion of such New Reorganized TCEH Debt) and the Spin-Off Preferred Stock Sale, in each case after funding any Cash distributions required to be made by the TCEH Debtors under the Plan and providing for adequate post‑TCEH Effective Date liquidity for TCEH as determined by the TCEH Debtors with the reasonable consent of the TCEH Supporting First Lien Creditors;
|
C.
|
the Spin-Off TRA Rights (if any), subject to such Holder’s completion and timely submission of the TRA Information Form; and
|
D.
|
any proceeds from the TCEH Settlement Claim if determined as of the TCEH Effective Date, and to the extent not determined as of the TCEH Effective Date, the right to receive recoveries under the TCEH Settlement Claim;
provided
, that following the TCEH Effective Date, Reorganized TCEH will nominally hold the right to receive recoveries under the TCEH Settlement Claim but the Holders of Allowed TCEH First Lien Secured Claims will hold all legal and equitable entitlement to receive recoveries under the TCEH Settlement Claim.
|
(ii)
|
If the Taxable Separation is effectuated pursuant to the terms and conditions set forth in Article IV.B.2:
|
A.
|
100% of the Reorganized TCEH Common Stock, subject to dilution only on account of the Reorganized TCEH
Debtor Management Incentive Plan;
|
B.
|
100% of the (1) TCEH Debtors’ Cash on hand and (2) the net Cash proceeds from the New Reorganized TCEH Debt (or, at the TCEH Supporting First Lien Creditors’ election, all or a portion of such New Reorganized TCEH Debt) and issuance of certain stock or securities in connection with the Taxable Separation, in each case after funding any Cash distributions required to be made by the TCEH Debtors under the Plan and providing for adequate post‑TCEH Effective Date liquidity for TCEH as determined by the TCEH Debtors with the reasonable consent of the TCEH Supporting First Lien Creditors;
|
C.
|
the Taxable Separation TRA Rights (if any), subject to such Holder’s completion and timely submission of the TRA Information Form; and
|
D.
|
any proceeds from the TCEH Settlement Claim if determined as of the TCEH Effective Date, and to the extent not determined as of the TCEH
|
(d)
|
Allocation:
Unless resolved before Confirmation, the TCEH First Lien Notes Trustee and/or the Holders of TCEH First Lien Claims will continue to seek entry of the TCEH First Lien Creditor Plan Distribution Allocation Order resolving the TCEH First Lien Creditor Plan Distribution Allocation Dispute through an adjudication of the TCEH First Lien Note Intercreditor Action or otherwise. If a TCEH First Lien Creditor Plan Distribution Allocation Order is entered prior to the TCEH Effective Date and such order provides that Holders of Allowed Class C3 Claims shall receive the TCEH First Lien Creditor Distributions on a basis other than Pro Rata, then pursuant to section 510(a) of the Bankruptcy Code, any such TCEH First Lien Creditor Distribution that is subject to such TCEH First Lien Creditor Plan Distribution Allocation Order shall be distributed among the Holders of Allowed Class C3 Claims in accordance with such TCEH First Lien Creditor Plan Distribution Allocation Order;
provided
,
however
, that if a TCEH First Lien Creditor Plan Distribution Allocation Order has not been entered by the TCEH Effective Date, then the TCEH Debtors shall establish a reserve (in an amount to be determined by the TCEH Debtors, with the consent of each of the TCEH First Lien Agent, the TCEH Supporting First Lien Creditors, the TCEH First Lien Notes Trustee, and any other parties to the TCEH First Lien Note Intercreditor Action) solely with respect to any TCEH First Lien Creditor Distributions that remain subject to the TCEH First Lien Creditor Plan Distribution Allocation Dispute, with such reserved amounts to be distributed on a Pro Rata basis after entry of a TCEH First Lien Creditor Plan Distribution Allocation Order, unless and to the extent such order provides that Holders of Allowed Class C3 Claims are entitled to a distribution of any TCEH First Lien Creditor Distributions on a basis other than Pro Rata, in which case, pursuant to section 510(a) of the Bankruptcy Code, any such TCEH First Lien Creditor Distribution that is subject to such TCEH First Lien Creditor Plan Distribution Allocation Order shall be distributed among the Holders of Allowed Class C3 Claims in accordance with such TCEH First Lien Creditor Plan Distribution Allocation Order. Nothing in this Plan shall preclude any party from seeking enforcement of the TCEH First Lien Creditor Adequate Protection Payment Allocation Order or distribution of the Holdback Amount (as defined in the Cash Collateral Order) under the Cash Collateral Order. For the avoidance of doubt, nothing in this Plan shall (i) require any Debtor or any other party (including, without limitation, the TCEH First Lien Administrative Agent, the TCEH First Lien Collateral Agent, or any holder of TCEH First Lien Claims), to establish any reserve with respect to any distributions that are subject to the TCEH First Lien Creditor Deposit L/C Collateral Allocation Dispute or (ii) impair, prejudice, release, compromise or waive any claims any Holder of Allowed Class C3 Claims may have against one or more other Holders of Allowed Class C3 Claims (other than the TCEH First Lien Agent, except in the TCEH First Lien Agent’s capacity as a nominal defendant to declaratory judgment claims in respect of which no monetary recovery is sought) pursuant to the TCEH First Lien Creditor Deposit L/C Collateral Allocation Dispute.
|
(e)
|
Voting
: Class C3 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class C3 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C4 consists of TCEH Unsecured Debt Claims.
|
(b)
|
Allowance
: As Class C4 Claims, (i) the TCEH First Lien Deficiency Claims are Allowed in the amount of $13.2 billion; (ii) the TCEH Second Lien Note Claims are Allowed in the amount of $1,648,597,521; (iii) the TCEH Unsecured Note Claims are Allowed in the amount of $5,125,775,323; and (iv) the PCRB Claims are Allowed in the Amount of $881,496,233.
|
(c)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class C4 agrees to a less favorable treatment of its Allowed Claim, and subject to Article IV.B.12 of the Plan, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C4, each such Holder shall receive its Pro Rata (calculated based on the aggregate amount of Allowed Class C4 Claims and Allowed Class C5 Claims) share of the TCEH Cash Payment.
|
(d)
|
Voting:
Class C4 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class C4 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C5 consists of General Unsecured Claims Against the TCEH Debtors Other Than EFCH.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class C5 agrees to a less favorable treatment of its Allowed Claim, and subject to Article IV.B.12 of the Plan, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class C5, each such Holder shall receive its Pro Rata (calculated based on the aggregate amount of Allowed Class C4 Claims and Allowed Class C5 Claims) share of the TCEH Cash Payment.
|
(c)
|
Voting:
Class C5 is Impaired under the Plan. Therefore, Holders of Allowed Claims in Class C5 are entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C6 consists of General Unsecured Claims Against EFCH.
|
(b)
|
Treatment
: General Unsecured Claims Against EFCH shall be canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting:
Class C6 is Impaired under the Plan. Holders of Claims in Class C6 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C7 consists of TCEH Debtor Intercompany Claims.
|
(b)
|
Treatment
: TCEH Debtor Intercompany Claims shall be, at the option of the
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Claims;
|
(c)
|
Voting
: Holders of Claims in Class C7 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C8 consists of Non-TCEH Debtor Intercompany Claims.
|
(b)
|
Treatment
: Non-TCEH Debtor Intercompany Claims shall be canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Class C8 is Impaired under the Plan. Holders of Claims in Class C8 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C9 consists of Interests in TCEH Debtors Other Than TCEH and EFCH.
|
(b)
|
Treatment
: Interests in TCEH Debtors Other Than TCEH and EFCH shall be with the consent of the TCEH Supporting First Lien Creditors, either:
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Interests.
|
(c)
|
Voting
: Holders of Interests in Class C9 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class C10 consists of Interests in TCEH and EFCH.
|
(b)
|
Treatment
: Interests in TCEH and EFCH shall be canceled and released without any distribution on account of such Interests.
|
(c)
|
Voting
: Class C10 is Impaired under the Plan. Holders of Interests in Class C10 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the
|
(a)
|
Classification
: Class D1 consists of Other Secured Claims Against the EFH Shared Services Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class D1 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class D1, each such Holder shall receive, at the option of the applicable EFH Shared Services Debtor(s) either:
|
(i)
|
payment in full in Cash;
|
(ii)
|
delivery of collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code;
|
(iii)
|
Reinstatement of such Claim; or
|
(iv)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting:
Class D1 is Unimpaired under the Plan. Holders of Claims in Class D1 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class D2 consists of Other Priority Claims Against the EFH Shared Services Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class D2 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Claim in Class D2, each such Holder shall receive, at the option of the applicable EFH Shared Services Debtor(s), either:
|
(i)
|
payment in full in Cash; or
|
(ii)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting
: Class D2 is Unimpaired under the Plan. Holders of Claims in Class D2 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class D3 consists of General Unsecured Claims Against the EFH Shared Services Debtors.
|
(b)
|
Treatment
: Except to the extent that a Holder of an Allowed Claim in Class D3 agrees to a less favorable treatment of its Allowed Claim, in full and final satisfaction,
|
(i)
|
payment in full in Cash;
|
(ii)
|
Reinstatement of such Claim; or
|
(iii)
|
other treatment rendering such Claim Unimpaired.
|
(c)
|
Voting
: Class D3 is Unimpaired under the Plan. Holders of Claims in Class D3 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class D4 consists of EFH Shared Services Debtor Intercompany Claims.
|
(b)
|
Treatment
: EFH Shared Services Debtor Intercompany Claims shall be, at the option of the applicable EFH Shared Services Debtor(s), either:
|
(i)
|
Reinstated; or
|
(ii)
|
canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Holders of Claims in Class D4 are conclusively deemed to have accepted or rejected the Plan pursuant to section 1126(f) or section 1126(g) of the Bankruptcy Code, respectively. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class D5 consists of Non-EFH Shared Services Debtor Intercompany Claims.
|
(b)
|
Treatment
: Non-EFH Shared Services Debtor Intercompany Claims shall be canceled and released without any distribution on account of such Claims.
|
(c)
|
Voting
: Class D5 is Impaired under the Plan. Holders of Claims in Class D5 are conclusively deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
(a)
|
Classification
: Class D6 consists of Interests in the EFH Shared Services Debtors.
|
(b)
|
Treatment
: Interests in the EFH Shared Services Debtors shall be Reinstated.
|
(c)
|
Voting
: Holders of Interests in Class D6 are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accept or reject the Plan.
|
C.
|
Special Provision Governing Unimpaired Claims.
|
E.
|
Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
|
F.
|
Controversy Concerning Impairment.
|
G.
|
Subordinated Claims and Interests.
|
A.
|
General Settlement of Claims and Interests.
|
B.
|
Restructuring Transactions.
|
(a)
|
Spin-Off. If applicable, the TCEH Debtors will undertake the Spin-Off, as follows:
|
A.
|
TCEH formed Reorganized TCEH prior to the TCEH Effective Date;
|
B.
|
on the TCEH Effective Date, except for liabilities assumed by Reorganized TCEH pursuant to the Plan, TCEH shall assume the obligations of its subsidiaries that are TCEH Debtors to make distributions pursuant to and in accordance with the Plan that are to be made after the TCEH Effective Date;
|
C.
|
pursuant to the Separation Agreement, TCEH and the EFH Debtors will make the Contribution to Reorganized TCEH, in exchange for which TCEH shall receive 100% of the (i) Reorganized TCEH membership interests and (ii) the net Cash proceeds of the New Reorganized TCEH Debt (or, at the TCEH Supporting First Lien Creditors’ election, with the consent of the Debtors, all or a portion of such New Reorganized TCEH Debt);
|
D.
|
immediately following the Contribution, TCEH and Reorganized TCEH shall effectuate the Spin-Off Preferred Stock Sale, including the distribution of the proceeds thereof to TCEH;
|
E.
|
immediately following the Spin-Off Preferred Stock Sale, Reorganized TCEH shall undertake the Reorganized TCEH Conversion; and
|
F.
|
following the Reorganized TCEH Conversion, TCEH will make the Distribution, and all Claims against the TCEH Debtors (other than liabilities assumed by Reorganized TCEH pursuant to the Plan) will be cancelled in connection therewith.
|
(b)
|
Taxable Separation. If applicable, the TCEH
Debtors will undertake the Taxable Separation, as set forth in the Taxable Separation Memorandum.
|
(a)
|
Reorganized EFH will merge with and into Merger Sub in a tax-free reorganization under section 368(a)(1)(A) of the Internal Revenue Code, with Merger Sub being the surviving entity resulting from the Merger, on the terms and subject to the conditions of the Merger Agreement and pursuant to the Plan and the applicable provisions of Chapter 10 of the Texas Business Organizations Code and the Delaware Limited Liability Company Act. Pursuant to the Merger, Merger Sub shall acquire all assets and liabilities of Reorganized EFH.
|
(b)
|
The Reorganized EFH Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into the right to receive the NextEra Class A Common Stock Investment at the Merger Effective Time and the Reorganized EFH Class B Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into the right to receive the NextEra Class B Common Stock Investment at the Merger Effective Time, and each of the NextEra Class A Common Stock and the NextEra Class B Common Stock shall be distributed to certain Holders of Claims in accordance with the Plan and the Reorganized EFH Stock Issuance Procedures.
|
(c)
|
The Plan Sponsor shall, or shall cause an Affiliate of the Plan Sponsor to, deliver to EFIH by wire transfer of immediately available funds the EFIH First Lien DIP Repayment Amount, which shall be used to fund repayment of the EFIH First Lien DIP Claims, or, in lieu of making such wire transfer to EFIH, may transfer by wire transfer of immediately available funds the EFIH First Lien DIP Repayment Amount directly to the EFIH First Lien DIP Agent in accordance with terms of Section 1.3 of the Merger Agreement.
|
(d)
|
Merger Sub will deliver the Merger Sub Cash Amount by wire transfer of immediately available funds to the EFH Plan Administrator Board for deposit in the EFH/EFIH Distribution Account;
provided, however
, that (a) on the EFH Effective Date, $100,000,000 of the Merger Sub Cash Amount shall be set aside and such amount shall be deposited and held in the Merger Sub Account in accordance with the terms thereof; and (b) if the Settlement Approval Order has not been entered on or before the EFH Effective Date, the EFIH Claims Reserve shall be funded from the EFH/EFIH Distribution Account as set forth in the definition of EFIH Claims Reserve, subject to (1) entry of the Reserve Order, further segregating the funds in the EFIH Claims Reserve into separate funds within the EFH/EFIH Distribution Account, including with respect to the Post-Effective Administrative Account and the MLOC Account, to the extent authorized by the Reserve Order, or (2) entry of the Settlement Approval Order. Amounts included in the EFIH Claims Reserve (and any Liens thereon) immediately prior to entry of the Reserve Order or the Settlement Approval Order shall, subject to the terms of Article VI.A. hereof, be released or distributed into segregated accounts in the EFH/EFIH Distribution Account, to the extent provided in accordance with the Reserve Order or the Settlement Approval Order, as applicable, and only those amounts, if any, remaining in the EFIH Claims Reserve shall be subject to the Replacement Liens granted pursuant to the EFH Confirmation Order, subject to the terms of any Reserve Order.
|
(e)
|
EFIH will deposit any Cash on hand at EFIH as of the EFH Effective Date by wire transfer of immediately available funds into the EFH/EFIH Distribution Account;
provided
,
however
, that (a) if the Settlement Order has not been entered on or before the EFH Effective Date, such EFIH Cash shall be funded from the EFH/EFIH Distribution Account into the EFIH Claims Reserve, as set forth in the definition of EFIH Claims Reserve, subject to entry of the Reserve Order, further segregating the funds in the EFIH Claims Reserve (including the EFIH Cash) into separate funds within the EFH/EFIH Distribution Account, including with respect to the Post-Effective Administrative Account and the MLOC Account, to the extent authorized by the Reserve Order. Amounts included in the EFIH Claims Reserve (and any Liens thereon) immediately prior to entry of the Reserve Order or the Settlement Approval Order shall, subject to the terms of Article VI.A. hereof, be released or distributed into segregated accounts in the EFH/EFIH Distribution Account, to the extent provided in accordance with the Reserve Order or the Settlement Approval Order, as applicable, and only those amounts, if any, remaining in the EFIH Claims Reserve shall be subject to the Replacement Liens granted pursuant to the EFH Confirmation Order, subject to the terms of any Reserve Order.
|
(f)
|
The EFH Plan Administrator Board shall fund payment of the EFIH First Lien Note Claims and EFIH Second Lien Note Claims from the EFH/EFIH Distribution Account on the EFH Effective Date to the extent such Claims are Allowed as of the EFH Effective Date, in accordance with Article III.B.19 and Article III.B.20 of the Plan or the Settlement Approval Order, as applicable;
provided, however
, that if such payments are not made on the EFH Effective Date, they shall be paid by the EFH Plan Administrator Board (a) from the EFH/EFIH Distribution Account, if the Settlement Approval Order has been entered as of the EFH Effective Date and (b) from the EFIH Claims Reserve, if the Settlement Approval Order has not been entered as of the EFH
|
(a)
|
Dissolution and Liquidation of Certain TCEH Debtor Entities.
|
(b)
|
Dissolution and Liquidation of Certain EFH Debtors and EFIH Debtors.
|
C.
|
Sources of Consideration for Plan Distributions.
|
D.
|
Intercompany Account Settlement.
|
E.
|
Competitive Tax Sharing Agreement.
|
F.
|
Oncor Tax Sharing Agreement.
|
G.
|
Corporate Existence.
|
H.
|
Vesting of Assets in the Reorganized Debtors.
|
I.
|
Cancelation of Existing Securities and Agreements.
|
J.
|
Corporate Action.
|
K.
|
New Organizational Documents.
|
L.
|
Directors and Officers of the Reorganized Debtors.
|
M.
|
Section 1146 Exemption.
|
N.
|
Director, Officer, Manager, and Employee Liability Insurance.
|
O.
|
Reorganized TCEH Debtor Management Incentive Plan.
|
P.
|
Employee Obligations.
|
Q.
|
Preservation of Causes of Action.
|
R.
|
Payment of Certain Fees.
|
S.
|
Treatment of Certain Claims of the PBGC and Pension Plan.
|
T.
|
Spin-Off Tax Receivable Agreement.
|
U.
|
Taxable Separation Tax Receivable Agreement.
|
A.
|
Assumption and Rejection of Executory Contracts and Unexpired Leases.
|
B.
|
Claims Based on Rejection of Executory Contracts or Unexpired Leases.
|
C.
|
Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.
|
D.
|
Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases.
|
E.
|
Indemnification Obligations.
|
F.
|
Insurance Policies.
|
G.
|
Modifications, Amendments, Supplements, Restatements, or Other Agreements.
|
H.
|
Reservation of Rights.
|
I.
|
Nonoccurrence of Effective Date.
|
J.
|
Contracts and Leases Entered Into After the Petition Date.
|
A.
|
Timing and Calculation of Amounts to Be Distributed.
|
B.
|
Rights and Powers of EFH Plan Administrator Board.
|
C.
|
Disbursing Agent.
|
D.
|
Rights and Powers of Disbursing Agent.
|
E.
|
Delivery of Distributions and Undeliverable or Unclaimed Distributions.
|
F.
|
Manner of Payment.
|
G.
|
SEC Registration/Exemption.
|
H.
|
Compliance with Tax Requirements.
|
I.
|
No Postpetition or Default Interest on Claims.
|
J.
|
Setoffs and Recoupment.
|
K.
|
No Double Payment of Claims.
|
L.
|
Claims Paid or Payable by Third Parties.
|
A.
|
Allowance of Claims.
|
B.
|
Claims Administration Responsibilities.
|
C.
|
Estimation of Claims
.
|
D.
|
Adjustment to Claims without Objection.
|
E.
|
Time to File Objections to Claims or Interests.
|
F.
|
Disallowance of Claims.
|
G.
|
Amendments to Proofs of Claim.
|
H.
|
Reimbursement or Contribution.
|
I.
|
No Distributions Pending Allowance.
|
J.
|
Distributions After Allowance.
|
K.
|
Preservation of Makewhole Appellate Rights and Litigation of Makewhole Claims.
|
A.
|
Discharge of Claims and Termination of Interests.
|
B.
|
Release of Liens.
|
C.
|
Releases by the Debtors.
|
D.
|
Releases by Holders of Claims and Interests.
|
E.
|
Exculpation.
|
F.
|
Injunction.
|
G.
|
Liabilities to, and Rights of, Governmental Units.
|
H.
|
Environmental Law Matters.
|
I.
|
Protections Against Discriminatory Treatment.
|
J.
|
Recoupment.
|
K.
|
Document Retention.
|
A.
|
Conditions Precedent to Confirmation of a Plan as to the TCEH Debtors and EFH Shared Services Debtors.
|
(a)
|
authorize the TCEH Debtors, the EFH Shared Services Debtors, the Reorganized TCEH Debtors, and the Reorganized EFH Shared Services Debtors to take all actions necessary to enter into, implement, and consummate the applicable contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan;
|
(b)
|
decree that the provisions of the TCEH Confirmation Order and the provisions of the Plan applicable to the TCEH Debtors and the EFH Shared Services Debtors are nonseverable and mutually dependent;
|
(c)
|
authorize the TCEH Debtors to consummate either or both of the Spin-Off or the Taxable Separation, in each case subject to satisfaction of all applicable conditions to consummation;
|
(d)
|
authorize the TCEH Debtors, the EFH Shared Services Debtors, the Reorganized TCEH Debtors, and the Reorganized EFH Shared Services Debtors, as applicable/necessary, to: (i) implement the applicable Restructuring Transactions; (ii) issue and distribute the New Reorganized TCEH Debt, the Reorganized TCEH Common Stock, the common stock of the Preferred Stock Entity, the Reorganized TCEH Sub Preferred Stock, each pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (iii) make all distributions and issuances as required under the Plan, including Cash, the New Reorganized TCEH Debt, the Reorganized TCEH Common Stock, the common stock of the Preferred Stock Entity, and the Reorganized TCEH Sub Preferred Stock; and (iv) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement; and
|
(e)
|
provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order in furtherance of, or in connection with, any transfers of property pursuant to the Plan as it relates to the TCEH Debtors and EFH Shared Services Debtors, including any deeds, mortgages, security interest filings, bills of sale, or assignments executed in connection with any disposition or transfer of assets
|
B.
|
Conditions Precedent to Confirmation of a Plan as to the EFH Debtors and EFIH Debtors.
|
(a)
|
authorize the EFH Debtors, the Reorganized EFH Debtors, the EFIH Debtors, and the Reorganized EFIH Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan, including the Restructuring Transactions and the Transaction Agreements;
|
(b)
|
decree that the provisions of the EFH Confirmation Order and the Plan are nonseverable and mutually dependent;
|
(c)
|
authorize the EFH Debtors, the Reorganized EFH Debtors, the EFIH Debtors, and the Reorganized EFIH Debtors, as applicable/necessary, to: (i) implement the Restructuring Transactions; (ii) issue and distribute the Reorganized EFH Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145 of the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (iii) make all distributions and issuances as required under the Plan, including Cash and the Reorganized EFH Common Stock; and (iv) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement;
|
(d)
|
provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order in furtherance of, or in connection with, any transfers of property pursuant to the Plan, including any deeds, mortgages, security interest filings, bills of sale, or assignments executed in connection with any disposition or transfer of assets contemplated under the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other similar tax, and upon entry of the EFH Confirmation Order, the appropriate state or local governmental officials or agents shall forgo the collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax, recordation fee, or governmental assessment;
|
(e)
|
provide for the release of the EFIH First Lien Notes Trustee’s Lien on the EFIH Claims Reserve at such time when all Claims based upon or under the EFIH First Lien Notes
|
(f)
|
provide for the release of the EFIH Second Lien Notes Trustee’s Lien on the EFIH Claims Reserve at such time when all Claims based upon or under the EFIH Second Lien Notes have been either (i) Allowed (whether before, on, or after the EFH Effective Date) and paid in full (to the extent Allowed), including all interest thereon (to the extent Allowed), in Cash, or (ii) disallowed by Final Order and, upon such release, the funds in the EFIH Claims Reserve attributable to the Claims of Holders of EFIH Second Lien Notes shall be deposited in the EFH/EFIH Distribution Account;
provided, however
, that, except as provided otherwise in the EFH Confirmation Order and any Reserve Order, nothing herein shall prevent the EFH Plan Administrator Board, the Makewhole Litigation Oversight Committee, or the EFIH Unsecured Notes Trustee from seeking entry of a Subsequent Reserve Order by the Court authorizing, and the Court granting, reductions of, and distributions from, the EFIH Claims Reserve following the entry of the Reserve Order;
|
(g)
|
authorize the EFIH Unsecured Notes Trustee to comply with the directives of the Threshold Supporting Creditors; and
|
(h)
|
provide that, from and after the EFH Effective Date, the Reorganized EFH Debtors and Reorganized EFIH Debtors shall have no liabilities other than those liabilities expressly set forth in the Plan.
|
C.
|
Conditions Precedent to the TCEH Effective Date.
|
(a)
|
the Approval Order shall have been duly entered and remain in full force and effect and shall be a Final Order;
|
(b)
|
the Debtors shall have obtained the Fundamental Opinions (other than any aspects of the Fundamental Opinions that relate to the effect of the Merger, which opinions may be obtained following the TCEH Effective Date and shall be a condition to the EFH Effective Date, not the TCEH Effective Date), and such opinions have not been withdrawn, rescinded, or amended;
|
(c)
|
the facts presented and the representations made in the IRS Submissions are true, correct, and complete in all material respects as of the TCEH Effective Date;
|
(d)
|
except as otherwise provided in the Plan, the Private Letter Ruling, or the Plan Support Agreement, the Debtors shall not have taken any action to change the entity classification for U.S. tax purposes of any Debtor entity, by changing their legal form or otherwise, without the consent of the Plan Sponsor, TCEH, and the TCEH Supporting First Lien Creditors;
provided
,
however
, that the consent of TCEH and the TCEH Supporting First Lien Creditors shall not be required with respect to any such action with respect to any Debtor entity other than TCEH, the Reorganized EFH Shared Services Debtors, Reorganized TCEH, the Preferred Stock Entity, or any of their respective subsidiaries, if such action does not directly affect the Contribution, the Spin-Off Preferred Stock Sale, the Reorganized TCEH Conversion, or the Distribution and does not prevent or delay EFH Corp. from obtaining the Private Letter Ruling or adversely affect the Spin-Off Intended Tax Treatment;
|
(e)
|
(i) no Debtor shall have taken any action that results in an ownership change of EFH Corp. within the meaning of Section 382(g) of the Internal Revenue Code (including by treating the equity interests of EFH Corp. as becoming worthless within the meaning of Section 382(g)(4)(D) of the Internal Revenue Code); and (ii) Texas Holdings shall not have (A) taken any action that results in an ownership change of EFH Corp. within the meaning of Section 382(g) of the Internal Revenue Code (including by treating the equity interests of EFH Corp. as becoming worthless within the meaning of Section 382(g)(4)(D) of the Internal Revenue Code and thereby resulting in an ownership change of EFH Corp. within the meaning of Section 382(g) of the Internal Revenue Code); (B) knowingly permitted any person (other than Texas
|
(f)
|
the Private Letter Ruling remains in full force and effect and has not been revoked or withdrawn; and
|
(g)
|
the TCEH Supporting First Lien Creditors shall have been given the right to participate with respect to the process of obtaining the Supplemental Ruling, including by (i) commenting on written submissions, (ii) having participation in in-person conferences, (iii) having participation in scheduled, substantive telephone conferences with the IRS and (iv) being updated promptly regarding any unscheduled communications with the IRS, provided, however, that the TCEH Supporting First Lien Creditors shall work in good faith with counsel for the Debtors to determine the appropriate level of participation by any other persons in any particular meeting or conference.
|
D.
|
Conditions Precedent to the EFH Effective Date.
|
E.
|
Waiver of Conditions.
|
F.
|
Effect of Failure of Conditions.
|
G.
|
Certain IRS Matters.
|
A.
|
Modification and Amendments.
|
B.
|
Effect of Confirmation on Modifications.
|
C.
|
Revocation or Withdrawal of Plan.
|
A.
|
Immediate Binding Effect.
|
B.
|
Additional Documents.
|
C.
|
Payment of Statutory Fees.
|
D.
|
Statutory Committee and Cessation of Fee and Expense Payment.
|
E.
|
Reservation of Rights.
|
F.
|
Successors and Assigns.
|
G.
|
Consent Rights in Taxable Separation.
|
H.
|
Notices.
|
I.
|
Term of Injunctions or Stays.
|
J.
|
Entire Agreement.
|
K.
|
Exhibits.
|
L.
|
Nonseverability of Plan Provisions.
|
M.
|
Votes Solicited in Good Faith.
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N.
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Waiver or Estoppel.
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O.
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Conflicts.
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Title:
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Executive Vice President and Chief Financial Officer of EFH Corp., and EFIH
|