NextEra Energy 提交 Q3 2026 10-Q：调整后 EPS 1.24 美元小幅超预期，但核心财报今晨已随新闻稿发布并被交易，盘后几无反应

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission
File
Number
Exact name of registrants as specified in their
charters, address of principal executive offices and
registrants' telephone number
IRS Employer
Identification
Number
1-8841
NEXTERA ENERGY, INC.
59-2449419
2-27612
FLORIDA POWER & LIGHT COMPANY
59-0247775
700 Universe Boulevard
Juno Beach
,
Florida
33408
(
561
)
694-4000
State or other jurisdiction of incorporation or organization:
Florida
Securities registered pursuant to Section 12(b) of the Act:
Registrants
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
NextEra Energy, Inc.
Common Stock, $0.01 Par Value
NEE
New York Stock Exchange
7.299% Corporate Units
NEE.PRS
New York Stock Exchange
7.234% Corporate Units
NEE.PRT
New York Stock Exchange
7.375% Corporate Units
NEE.PRV
New York Stock Exchange
Florida Power & Light Company
None
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) have been subject to such filing requirements for the past 90 days.
NextEra Energy, Inc.
Yes
☑
No ☐                                                                     Florida Power & Light Company
Yes
☑
No ☐
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
NextEra Energy, Inc.
Yes
☑
No ☐                                                                     Florida Power & Light Company
Yes
☑
No ☐
Indicate by check mark whether the registrants are a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
NextEra Energy, Inc
.
Large Accelerated Filer
☑
Accelerated Filer
☐
Non-Accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
Florida Power & Light Company
Large Accelerated Filer
☐
Accelerated Filer
☐
Non-Accelerated Filer
☑
Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934. ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).   Yes
☐
No
☑
Number of shares of NextEra Energy, Inc. common stock, $0.01 par value, outstanding at September 30, 2026:
2,097,306,049
Number of shares of Florida Power & Light Company common stock, without par value, outstanding at September 30, 2026, all of which were held, beneficially and of record, by NextEra Energy, Inc.:
1,000
This combined Form 10-Q represents separate filings by NextEra Energy, Inc. and Florida Power & Light Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Florida Power & Light Company makes no representations as to the information relating to NextEra Energy, Inc.'s other operations.
Florida Power & Light Company meets the conditions set forth in General Instruction H.(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format.
DEFINITIONS
Acronyms and defined terms used in the text include the following:
Term
Meaning
2021 rate agreement
December 2021 FPSC final order approving a stipulation and settlement between FPL and several intervenors in FPL's base rate proceeding
2025 Form 10-K
NextEra Energy, Inc.'s and Florida Power & Light Company's Annual Report on Form 10-K for the year ended December 31, 2025
2025 rate agreement
January 2026 FPSC final order approving a stipulation and settlement between FPL and several intervenors in FPL's base rate proceeding
AFUDC
allowance for funds used during construction
AFUDC – equity
equity component of AFUDC
AOCI
accumulated other comprehensive income (loss)
clean energy tax credits
production tax credits and investment tax credits
CSCS agreement
amended and restated cash sweep and credit support agreement
Dominion Energy, Inc.
Dominion Energy
Duane Arnold
Duane Arnold Energy Center
FERC
U.S. Federal Energy Regulatory Commission
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.
ITC
investment tax credit
kWh
kilowatt-hour(s)
Management's Discussion
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
MMBtu
One million British thermal units
MW
megawatt(s)
MWh
megawatt-hour(s)
NEE
NextEra Energy, Inc.
NEECH
NextEra Energy Capital Holdings, Inc.
NEER
an operating segment comprised of NextEra Energy Resources and NEET
NEET
NextEra Energy Transmission, LLC
NextEra Energy Resources
NextEra Energy Resources, LLC
Note __
Note __ to condensed consolidated financial statements
NRC
U.S. Nuclear Regulatory Commission
O&M expenses
other operations and maintenance expenses in the condensed consolidated statements of income
OCI
other comprehensive income
OTC
over-the-counter
OTTI
other than temporary impairment or other than temporarily impaired
PTC
production tax credit
regulatory ROE
return on common equity as determined for regulatory purposes
RSM
rate stabilization mechanism
Seabrook
Seabrook Station
SEC
U.S. Securities and Exchange Commission
U.S.
United States of America
VIE
variable interest entity
XPLR
XPLR Infrastructure, LP (formerly known as NextEra Energy Partners, LP)
XPLR OpCo
XPLR Infrastructure Operating Partners, LP (formerly known as NextEra Energy Operating Partners, LP), a subsidiary of XPLR
NEE, FPL, NEECH, NextEra Energy Resources and NEET each has subsidiaries and affiliates with names that may include NextEra Energy, FPL, NextEra Energy Resources, NextEra Energy Transmission, NextEra, FPL Group, FPL Energy and similar references. For convenience and simplicity, in this report the terms NEE, FPL, NEECH, NextEra Energy Resources, NEET and NEER are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context.
2
TABLE OF CONTENTS
Page No.
Definitions
2
Forward-Looking Statements
4
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements
8
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
46
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
61
Item 4.
Controls and Procedures
61
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
62
Item 1A.
Risk Factors
62
Item 2.
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
62
Item 5
.
Other Information
62
Item 6.
Exhibits
63
Signatures
64
3
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as: may result, are expected to, will continue, is anticipated, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEE's and/or FPL's operations and financial results, and could cause NEE's and/or FPL's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEE and/or FPL in this combined Form 10-Q, in presentations, on their respective websites, in response to questions or otherwise.
Regulatory, Legislative and Legal Risks
•
NEE's and FPL's business, financial condition, results of operations and prospects may be materially adversely affected by the extensive regulation of their business.
•
NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected if they are unable to recover in a timely manner any significant amount of costs, a return on certain assets or a reasonable return on invested capital through base rates, cost recovery clauses, other regulatory mechanisms or otherwise.
•
Regulatory decisions that are important to NEE and FPL may be materially adversely affected by political, regulatory, operational and economic factors.
•
Any reductions or modifications to, or the elimination of, governmental incentives or policies that support clean energy, including, but not limited to, tax laws, policies and incentives, renewable portfolio standards and feed-in-tariffs, or changes in or the imposition of additional taxes, tariffs, duties or other costs or assessments on clean energy or the equipment necessary to generate, store or deliver it, could result in, among other items, the lack of a satisfactory market for the development and/or financing of new clean energy projects, NEE and FPL abandoning the development of clean energy projects, a loss of investments in clean energy projects and reduced project returns, any of which could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.
•
NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected by new or revised laws, regulations or executive orders, as well as by regulatory action or inaction.
•
NEE and FPL are subject to numerous environmental laws, regulations and other standards that may result in capital expenditures, increased operating costs and various liabilities, and may require NEE and FPL to limit or eliminate certain operations.
•
NEE's and FPL's business could be negatively affected by federal or state laws or regulations mandating new or additional limits on the production of greenhouse gas emissions.
•
Extensive federal, state and local government regulation of the operations and businesses of NEE and FPL exposes NEE and FPL to significant and increasing compliance costs and may also expose them to substantial monetary penalties and other sanctions for compliance failures.
•
Changes in tax laws, guidance or policies, including but not limited to, changes in corporate income tax rates and the qualifications for clean energy tax credits, as well as judgments and estimates used in the determination of tax-related asset and liability amounts, could materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects.
•
NEE's and FPL's business, financial condition, results of operations and prospects may be materially affected due to adverse results of litigation.
•
Allegations of violations of law by FPL or NEE have the potential to result in fines, penalties, or other sanctions or effects, as well as cause reputational damage for FPL and NEE, and could hamper FPL’s and NEE’s effectiveness in interacting with governmental authorities.
Development and Operational Risks
•
NEE's and FPL's business, financial condition, results of operations and prospects could suffer if NEE and FPL do not proceed with projects under development or are unable to complete the construction of, or capital improvements to, electric generation, storage, transmission and distribution facilities, natural gas and oil production and transportation facilities and other facilities on schedule or within budget.
•
NEE and FPL face risks related to project siting, construction, permitting, governmental approvals and the negotiation of project development agreements that may impede their development and operating activities.
•
The operation and maintenance of NEE's and FPL's electric generation, storage, transmission and distribution facilities, natural gas and oil production and transportation facilities and other facilities are subject to many operational risks, the consequences of which could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.
4
•
NEE's and FPL's business, financial condition, results of operations and prospects may be negatively affected by a lack of growth, slower growth or a decline in the number of customers or in customer usage.
•
The productivity increases and competitive advantages NEE and FPL plan to achieve through the use of artificial intelligence (AI) technologies may not be realized and the use of and reliance on AI may present certain risks, both of which could materially adversely affect their business, financial condition, results of operations and prospects.
•
NEE's and FPL's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions and related impacts, including, but not limited to, the impact of severe weather.
•
Threats of terrorism and catastrophic events that could result from geopolitical factors, terrorism, cyberattacks, or individuals and/or groups attempting to disrupt NEE's and FPL's business, or the businesses of third parties, may materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects.
•
The ability of NEE and FPL to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEE's and FPL's insurance coverage does not provide protection against all significant losses.
•
NEE invests in natural gas and oil production assets which are exposed to fluctuating market prices of natural gas, natural gas liquids, oil and other energy commodities. A prolonged period of low natural gas and oil prices, disrupted production or unsuccessful drilling efforts could impact NEER’s natural gas and oil production operations and cause NEER to delay or cancel certain natural gas and oil production projects and could result in certain assets becoming impaired, which could materially adversely affect NEE's business, financial condition, results of operations and prospects.
•
If supply costs necessary to provide NEER's full energy and capacity requirements services are not favorable, operating costs could increase and materially adversely affect NEE's business, financial condition, results of operations and prospects.
•
Due to the potential for significant volatility in market prices for fuel, electricity, transmission rights and environmental and other energy-related commodities, NEE's inability or failure to manage properly or hedge effectively the commodity risks within its portfolio could materially adversely affect NEE's business, financial condition, results of operations and prospects.
•
Reductions in the liquidity of energy markets may restrict NEE's ability to manage its operational risks, which, in turn, could negatively affect NEE's business, financial condition, results of operations and prospects.
•
NEE's and FPL's hedging and trading procedures and associated risk management tools may not protect against significant losses.
•
If price movements significantly or persistently deviate from historical behavior, NEE's and FPL's risk management tools associated with their hedging and trading procedures may not protect against significant losses.
•
If power transmission or natural gas, nuclear fuel or other commodity transportation operations are unavailable or disrupted, the ability for subsidiaries of NEE, including FPL, to sell and deliver power or natural gas may be limited.
•
NEE and FPL are subject to credit and performance risk from customers, hedging counterparties and vendors.
•
NEE and FPL could recognize financial losses or a reduction in operating cash flows if a counterparty fails to perform or make payments in accordance with the terms of derivative contracts or if NEE or FPL is required to post margin cash collateral under derivative contracts.
•
NEE and FPL are highly dependent on sensitive and complex information technology systems, and any failure or breach of those systems, or implementation challenges, could have a material adverse effect on their business, financial condition, results of operations and prospects.
•
NEE's and FPL's retail businesses are subject to the risk that sensitive customer data may be compromised, which could result in a material adverse impact to their reputation and/or have a material adverse effect on the business, financial condition, results of operations and prospects of NEE and FPL.
•
NEE and FPL could recognize financial losses as a result of volatility in the market values of derivative instruments and limited liquidity in OTC markets.
•
NEE and FPL may be materially adversely affected by negative publicity.
•
NEE's and FPL's business, financial condition, results of operations and prospects may be adversely affected if FPL is unable to maintain, negotiate or renegotiate franchise agreements on acceptable terms with municipalities and counties in Florida.
•
NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected by work strikes or stoppages and increasing personnel costs.
•
NEE's ability to successfully identify, complete and integrate acquisitions is subject to significant risks, including, but not limited to, the effect of increased competition for acquisitions resulting from the consolidation of the energy industry.
Nuclear Generation Risks
•
The operation and maintenance of NEE's and FPL's nuclear generation facilities involve environmental, health and financial risks that could result in fines or the closure of the facilities and in increased costs and capital expenditures.
5
•
In the event of an incident at any nuclear generation facility in the U.S. or at certain nuclear generation facilities in Europe, NEE and FPL could be assessed significant retrospective assessments and/or retrospective insurance premiums as a result of their participation in a secondary financial protection system and nuclear insurance mutual companies.
•
NRC orders or new regulations related to increased security measures and any future safety requirements promulgated by the NRC could require NEE and FPL to incur substantial operating and capital expenditures at their nuclear generation facilities and/or result in reduced revenues.
•
The inability to operate any of NEE's or FPL's nuclear generation units through the end of their respective operating licenses or planned license extensions could have a material adverse effect on NEE's and FPL's business, financial condition, results of operations and prospects.
•
NEE's and FPL's nuclear units are periodically removed from service to accommodate planned refueling and maintenance outages, and for other purposes. If planned outages last longer than anticipated or if there are unplanned outages, NEE's and FPL's business, financial condition, results of operations and prospects could be materially adversely affected.
Liquidity, Capital Requirements and Common Stock Risks
•
Disruptions, uncertainty or volatility in the credit and capital markets, among other factors, may negatively affect NEE's and FPL's ability to fund their liquidity and capital needs and to meet their growth objectives, and could also materially adversely affect their business, financial condition, liquidity, results of operations and prospects.
•
Defaults or noncompliance related to project-specific, limited-recourse financing agreements of NEE's consolidated and unconsolidated subsidiaries could materially adversely affect NEE's business, financial condition, liquidity, results of operations and prospects, as well as the availability or terms of future financings for NEE or its subsidiaries.
•
NEE's, NEECH's and FPL's inability to maintain their current credit ratings may materially adversely affect NEE's and FPL's liquidity and results of operations, limit the ability of NEE and FPL to grow their business, and increase interest costs.
•
NEE's and FPL's liquidity may be reduced if their credit providers are unable to fund their credit commitments to NEE, NEECH or FPL or to maintain their current credit ratings.
•
Poor market performance and other economic factors could affect NEE's defined benefit pension plan's funded status, which may materially adversely affect NEE's and FPL's business, financial condition, liquidity, results of operations and prospects.
•
Poor market performance and other economic factors could adversely affect the asset values of NEE's and FPL's nuclear decommissioning funds, which may materially adversely affect NEE's and FPL's business, financial condition, liquidity, results of operations and prospects.
•
Certain of NEE's assets and investments are subject to changes in market value and other risks, which may materially adversely affect NEE's liquidity, financial condition and results of operations.
•
NEE may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if its subsidiaries are unable to pay upstream dividends, make distributions or repay funds to NEE.
•
NEE may be unable to meet its ongoing and future financial obligations and to pay dividends on its common stock if NEE is required to perform under guarantees of financial obligations of its subsidiaries.
•
Disruptions, uncertainty or volatility in the credit and capital markets may exert downward pressure on the market price of NEE's common stock.
•
Widespread public health crises and epidemics or pandemics may have material adverse impacts on NEE’s and FPL's business, financial condition, liquidity, results of operations and prospects.
NEE also faces risks related to the pending merger with Dominion Energy, including, but not limited to: restrictions on NEE's operations during the pendency of the merger; the risk that any governmental or regulatory approval, consent or authorization that may be required for the pending transactions is not obtained, is delayed or is obtained subject to conditions that are not anticipated or that cause the termination of the merger agreement and abandonment of the transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement by either party; the risk that certain provisions in the merger agreement or the pendency of the transactions may impact either party’s ability to pursue certain business opportunities or strategic transactions; the risk that NEE may not realize the anticipated benefits of the pending transactions or successfully integrate the two companies; the anticipated impact of the pending transactions on the combined company’s business and future financial and operating results; and the anticipated closing date for the pending transactions.
These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2025 Form 10-K and in the "Risk Factors" section of the joint proxy statement/prospectus of the Registration Statement on Form S-4 (File No. 333-297351) filed with the SEC on July 9, 2026, which was declared effective by the SEC on July 23, 2026, and the definitive joint proxy statement/prospectus filed by NEE with the SEC on July 28, 2026 (definitive joint proxy statement/prospectus) and investors should refer to those sections of the 2025 Form 10-K, the Registration Statement on Form S-4 and the definitive joint proxy/statement prospectus. Any forward-looking statement speaks only as of the date on which such statement is made, and NEE and FPL undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but
6
not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.
Website Access to SEC Filings.
NEE and FPL make their SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEE's internet website, www.nexteraenergy.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEE's website (or any of its subsidiaries' or affiliates' websites) are not incorporated by reference into this combined Form 10-Q.
7
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(millions, except per share amounts)
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
OPERATING REVENUES
$
8,090
$
7,966
$
22,325
$
20,912
OPERATING EXPENSES
Fuel, purchased power and interchange
1,699
1,423
4,402
3,771
Other operations and maintenance
1,428
1,410
4,309
3,803
Merger-related expenses
19
—
51
—
Depreciation and amortization
1,651
2,096
4,780
4,964
Taxes other than income taxes and other – net
713
653
2,008
1,877
Total operating expenses – net
5,510
5,582
15,550
14,415
GAINS ON DISPOSAL OF BUSINESSES/ASSETS – NET
44
143
294
197
OPERATING INCOME
2,624
2,527
7,069
6,694
OTHER INCOME (DEDUCTIONS)
Interest expense
1,929
(
1,153
)
155
(
3,987
)
Equity in earnings (losses) of equity method investees
293
204
796
(
266
)
Allowance for equity funds used during construction
65
48
176
130
Gains on disposal of investments and other property – net
44
68
147
169
Change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds – net
(
50
)
63
80
65
Other net periodic benefit income
71
67
165
201
Other – net
53
61
178
206
Total other income (deductions) – net
2,405
(
642
)
1,697
(
3,482
)
INCOME BEFORE INCOME TAXES
5,029
1,885
8,766
3,212
INCOME TAX EXPENSE (BENEFIT)
662
(
250
)
89
(
1,027
)
NET INCOME
4,367
2,135
8,677
4,239
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
408
303
1,425
1,061
NET INCOME ATTRIBUTABLE TO NEE
$
4,775
$
2,438
$
10,102
$
5,300
Earnings per share attributable to NEE:
Basic
$
2.29
$
1.18
$
4.84
$
2.57
Assuming dilution
$
2.28
$
1.18
$
4.82
$
2.57
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
8
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(millions)
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
NET INCOME
$
4,367
$
2,135
$
8,677
$
4,239
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Reclassification of unrealized losses on cash flow hedges from AOCI to net income (net of $
0
tax benefit, $
0
tax benefit, $
0
tax benefit and $
0
tax benefit, respectively)
—
—
1
1
Net unrealized gains (losses) on available for sale securities:
Net unrealized gains (losses) on securities still held (net of $
19
tax benefit, $
3
tax expense, $
26
tax benefit and $
9
tax expense, respectively)
(
65
)
10
(
87
)
28
Reclassification from AOCI to net income (net of $
0
tax benefit, $
0
tax benefit, $
1
tax benefit and $
2
tax benefit, respectively)
1
1
3
5
Net unrealized gains (losses) on foreign currency translation
(
1
)
(
13
)
(
21
)
20
Total other comprehensive income (loss), net of tax
(
65
)
(
2
)
(
104
)
54
COMPREHENSIVE INCOME
4,302
2,133
8,573
4,293
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
408
303
1,425
1,061
COMPREHENSIVE INCOME ATTRIBUTABLE TO NEE
$
4,710
$
2,436
$
9,998
$
5,354
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
9
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions, except par value)
(unaudited)
September 30,
2026
December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents
$
5,579
$
2,812
Customer receivables, net of allowances of $
99
and $
82
, respectively
4,841
4,018
Other receivables
1,500
1,733
Materials, supplies and fuel inventory
2,836
2,420
Regulatory assets
239
433
Derivatives
2,325
997
Other
1,266
1,171
Total current assets
18,586
13,584
Other assets:
Property, plant and equipment
–
net ($
31,295
and $
28,988
related to VIEs, respectively)
177,078
156,197
Special use funds
11,677
10,954
Investment in equity method investees
6,087
5,528
Prepaid benefit costs
2,957
2,868
Regulatory assets
7,232
5,639
Derivatives
3,879
1,998
Goodwill
5,152
4,849
Other
12,404
11,104
Total other assets
226,466
199,137
TOTAL ASSETS
$
245,052
$
212,721
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Commercial paper
$
3,716
$
1,955
Other short-term debt
4,258
608
Current portion of long-term debt ($
7
and $
9
related to VIEs, respectively)
8,833
3,500
Accounts payable ($
384
and $
502
related to VIEs, respectively)
7,536
7,583
Customer deposits
1,177
709
Accrued interest and taxes
2,150
1,185
Derivatives
1,067
1,113
Accrued construction-related expenditures
2,672
2,966
Regulatory liabilities
489
356
Other
3,240
2,842
Total current liabilities
35,138
22,817
Other liabilities and deferred credits:
Long-term debt ($
140
and $
190
related to VIEs, respectively)
97,125
89,556
Asset retirement obligations
3,939
3,669
Deferred income taxes
14,302
12,359
Regulatory liabilities
13,320
11,474
Derivatives
1,731
2,148
Other
5,155
4,219
Total other liabilities and deferred credits
135,572
123,425
TOTAL LIABILITIES
170,710
146,242
COMMITMENTS AND CONTINGENCIES
REDEEMABLE NONCONTROLLING INTERESTS ($
1,414
related to VIEs)
1,477
—
EQUITY
Common stock ($
0.01
par value, authorized shares
–
5,000
; outstanding shares
–
2,097
and
2,083
,
respectively)
21
21
Additional paid-in capital
20,293
19,494
Retained earnings
41,297
35,102
Accumulated other comprehensive loss
(
113
)
(
9
)
Total common shareholders' equity
61,498
54,608
Noncontrolling interests ($
10,719
and $
11,711
related to VIEs, respectively)
11,367
11,871
TOTAL EQUITY
72,865
66,479
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
$
245,052
$
212,721
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
10
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Nine Months Ended September 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
8,677
$
4,239
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
4,780
4,964
Nuclear fuel and other amortization
350
262
Unrealized losses (gains) on marked to market derivative contracts – net
(
3,594
)
799
Foreign currency transaction losses (gains)
(
320
)
27
Deferred income taxes
1,699
(
460
)
Cost recovery clauses and franchise fees
270
(
17
)
Equity in losses (earnings) of equity method investees
(
796
)
266
Distributions of earnings from equity method investees
366
353
Gains on disposal of businesses, assets and investments – net
(
441
)
(
366
)
Recoverable storm-related costs
(
24
)
(
418
)
Other – net
382
237
Changes in operating assets and liabilities:
Current assets
(
755
)
(
675
)
Noncurrent assets
(
323
)
(
346
)
Current liabilities
1,665
806
Noncurrent liabilities
386
315
Net cash provided by operating activities
12,322
9,986
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures of FPL
(
8,160
)
(
6,736
)
Independent power and other investments of NEER
(
19,044
)
(
12,276
)
Nuclear fuel purchases
(
341
)
(
311
)
Other capital expenditures
(
9
)
(
5
)
Sale of independent power and other investments of NEER
665
999
Proceeds from sale or maturity of securities in special use funds and other investments
4,612
4,197
Purchases of securities in special use funds and other investments
(
4,784
)
(
4,570
)
Other – net
75
49
Net cash used in investing activities
(
26,986
)
(
18,653
)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt, including premiums and discounts
18,232
15,246
Retirements of long-term debt
(
4,912
)
(
7,546
)
Proceeds from differential membership investors
1,334
1,065
Payments to differential membership investors
(
597
)
(
166
)
Net change in commercial paper
1,761
2,592
Proceeds from other short-term debt
4,300
1,950
Repayments of other short-term debt
(
650
)
(
1,067
)
Cash swept from (repayments to) related parties – net
25
(
128
)
Issuances of common stock/equity units
969
2,028
Proceeds from sale of project minority interests
1,559
—
Dividends on common stock
(
3,907
)
(
3,499
)
Other – net
(
592
)
(
499
)
Net cash provided by financing activities
17,522
9,976
Effects of currency translation on cash, cash equivalents and restricted cash
(
2
)
3
Net increase in cash, cash equivalents and restricted cash
2,856
1,312
Cash, cash equivalents and restricted cash at beginning of period
3,006
1,402
Cash, cash equivalents and restricted cash at end of period
$
5,862
$
2,714
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest (net of amount capitalized)
$
3,130
$
2,623
Cash received for income taxes – net
$
(
1,893
)
$
(
797
)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property additions
$
7,338
$
4,778
Right-of-use asset in exchange for finance lease liability
$
502
$
262
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
11
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(millions, except per share amounts)
(unaudited)
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total Common
Shareholders'
Equity
Non-
controlling
Interests
Total
Equity
Redeemable
Non-controlling
Interests
Three Months Ended September 30, 2026
Shares
Aggregate
Par Value
Balances, June 30, 2026
2,086
$
21
$
19,325
$
(
48
)
$
37,828
$
57,126
$
10,969
$
68,095
$
64
Net income (loss)
—
—
—
—
4,775
4,775
(
413
)
5
Issuances of common stock/equity units – net
11
—
931
—
—
931
—
—
Share-based payment activity
—
—
77
—
—
77
—
—
Dividends on common stock
(a)
—
—
—
—
(
1,307
)
(
1,307
)
—
—
Other comprehensive loss
—
—
—
(
65
)
—
(
65
)
—
—
Other noncontrolling interests activity
—
—
(
36
)
—
—
(
36
)
811
1,408
Other – net
—
—
(
4
)
—
1
(
3
)
—
—
Balances, September 30, 2026
2,097
$
21
$
20,293
$
(
113
)
$
41,297
$
61,498
$
11,367
$
72,865
$
1,477
———————————————
(a)
Dividends per share were $
0.6232
for the three months ended September 30, 2026.
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Common
Shareholders'
Equity
Non-
controlling
Interests
Total
Equity
Redeemable
Non-controlling
Interests
Nine Months Ended September 30, 2026
Shares
Aggregate
Par Value
Balances, December 31, 2025
2,083
$
21
$
19,494
$
(
9
)
$
35,102
$
54,608
$
11,871
$
66,479
$
—
Net income (loss)
—
—
—
—
10,102
10,102
(
1,430
)
5
Issuances of common stock/equity units – net
11
—
695
—
—
695
—
—
Share-based payment activity
3
—
174
—
—
174
—
—
Dividends on common stock
(a)
—
—
—
—
(
3,907
)
(
3,907
)
—
—
Other comprehensive loss
—
—
—
(
104
)
—
(
104
)
—
—
Other noncontrolling interests activity
—
—
(
56
)
—
—
(
56
)
925
1,472
Other – net
—
—
(
14
)
—
—
(
14
)
1
—
Balances, September 30, 2026
2,097
$
21
$
20,293
$
(
113
)
$
41,297
$
61,498
$
11,367
$
72,865
$
1,477
———————————————
(a)
Dividends per share were $
0.6232
for each of the quarterly periods in 2026.
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
12
NEXTERA ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(millions, except per share amounts)
(unaudited)
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Common
Shareholders'
Equity
Non-
controlling
Interests
Total
Equity
Redeemable
Non-controlling
Interests
Three Months Ended September 30, 2025
Shares
Aggregate
Par Value
Balances, June 30, 2025
2,059
$
21
$
17,370
$
(
70
)
$
33,476
$
50,797
$
10,086
$
60,883
$
49
Net income (loss)
—
—
—
—
2,438
2,438
(
303
)
—
Issuances of common stock/equity units – net
23
—
2,000
—
—
2,000
—
—
Share-based payment activity
1
—
69
—
—
69
—
—
Dividends on common stock
(a)
—
—
—
—
(
1,167
)
(
1,167
)
—
—
Other comprehensive loss
—
—
—
(
2
)
—
(
2
)
—
—
Other differential membership interests activity
—
—
(
3
)
—
—
(
3
)
802
(
49
)
Other – net
—
—
49
—
—
49
(
170
)
—
Balances, September 30, 2025
2,083
$
21
$
19,485
$
(
72
)
$
34,747
$
54,181
$
10,415
$
64,596
$
—
_______________________
(a)
Dividends per share were $
0.5665
for the three months ended September 30, 2025.
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
Total
Common
Shareholders'
Equity
Non-
controlling
Interests
Total
Equity
Redeemable
Non-controlling
Interests
Nine Months Ended September 30, 2025
Shares
Aggregate
Par Value
Balances, December 31, 2024
2,057
$
21
$
17,260
$
(
126
)
$
32,946
$
50,101
$
10,359
$
60,460
$
401
Net income (loss)
—
—
—
—
5,300
5,300
(
1,065
)
4
Issuances of common stock/equity units – net
23
—
2,000
—
—
2,000
—
—
Share-based payment activity
3
—
190
—
—
190
—
—
Dividends on common stock
(a)
—
—
—
—
(
3,499
)
(
3,499
)
—
—
Other comprehensive income
—
—
—
54
—
54
—
—
Other differential membership interests activity
—
—
(
14
)
—
—
(
14
)
1,310
(
405
)
Other – net
—
—
49
—
—
49
(
189
)
—
Balances, September 30, 2025
2,083
$
21
$
19,485
$
(
72
)
$
34,747
$
54,181
$
10,415
$
64,596
$
—
_______________________
(a)
Dividends per share were $
0.5665
for each of the quarterly periods in 2025.
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
13
FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(millions)
(unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
OPERATING REVENUES
$
5,421
$
5,285
$
14,588
$
13,989
OPERATING EXPENSES
Fuel, purchased power and interchange
1,277
1,124
3,349
3,006
Other operations and maintenance
437
432
1,240
1,254
Depreciation and amortization
875
1,385
2,568
2,873
Taxes other than income taxes and other – net
597
547
1,644
1,543
Total operating expenses – net
3,186
3,488
8,801
8,676
OPERATING INCOME
2,235
1,797
5,787
5,313
OTHER INCOME (DEDUCTIONS)
Interest expense
(
348
)
(
320
)
(
1,035
)
(
964
)
Allowance for equity funds used during construction
63
46
171
123
Other – net
(
1
)
(
8
)
2
13
Total other income (deductions) – net
(
286
)
(
282
)
(
862
)
(
828
)
INCOME BEFORE INCOME TAXES
1,949
1,515
4,925
4,485
INCOME TAXES
329
52
432
431
NET INCOME
(a)
$
1,620
$
1,463
$
4,493
$
4,054
_______________________
(a)
FPL's comprehensive income is the same as reported net income.
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
14
FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions, except share amount)
(unaudited)
September 30,
2026
December 31,
2025
ASSETS
Current assets:
Cash and cash equivalents
$
819
$
42
Customer receivables, net of allowances of $
27
and $
25
, respectively
2,191
1,667
Other receivables
373
413
Materials, supplies and fuel inventory
1,450
1,373
Regulatory assets
217
401
Other
199
255
Total current assets
5,249
4,151
Other assets:
Electric utility plant and other property – net
87,409
81,755
Special use funds
8,158
7,684
Prepaid benefit costs
2,134
2,072
Regulatory assets
7,048
5,405
Goodwill
2,965
2,965
Other
925
1,126
Total other assets
108,639
101,007
TOTAL ASSETS
$
113,888
$
105,158
LIABILITIES AND EQUITY
Current liabilities:
Commercial paper
$
—
$
1,130
Current portion of long-term debt
328
641
Accounts payable
1,254
1,084
Customer deposits
1,143
685
Accrued interest and taxes
1,385
470
Accrued construction-related expenditures
780
1,153
Regulatory liabilities
472
344
Other
565
687
Total current liabilities
5,927
6,194
Other liabilities and deferred credits:
Long-term debt
30,192
28,041
Asset retirement obligations
2,235
2,158
Deferred income taxes
10,624
10,156
Regulatory liabilities
13,156
11,280
Other
374
343
Total other liabilities and deferred credits
56,581
51,978
TOTAL LIABILITIES
62,508
58,172
COMMITMENTS AND CONTINGENCIES
EQUITY
Common stock (
no
par value,
1,000
shares authorized, issued and outstanding)
1,373
1,373
Additional paid-in capital
26,866
26,866
Retained earnings
23,141
18,747
TOTAL EQUITY
51,380
46,986
TOTAL LIABILITIES AND EQUITY
$
113,888
$
105,158
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
15
FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Nine Months Ended September 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
4,493
$
4,054
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
2,568
2,873
Nuclear fuel and other amortization
130
118
Deferred income taxes
299
101
Cost recovery clauses and franchise fees
270
(
17
)
Recoverable storm-related costs
(
24
)
(
418
)
Other – net
5
18
Changes in operating assets and liabilities:
Current assets
(
500
)
(
685
)
Noncurrent assets
(
110
)
(
163
)
Current liabilities
1,497
968
Noncurrent liabilities
17
(
14
)
Net cash provided by operating activities
8,645
6,835
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
(
8,160
)
(
6,736
)
Nuclear fuel purchases
(
162
)
(
123
)
Proceeds from sale or maturity of securities in special use funds
2,732
2,459
Purchases of securities in special use funds
(
2,897
)
(
2,586
)
Other – net
26
23
Net cash used in investing activities
(
8,461
)
(
6,963
)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of long-term debt, including premiums and discounts
2,502
1,996
Retirements of long-term debt
(
649
)
(
1,220
)
Net change in commercial paper
(
1,130
)
(
521
)
Dividends to NEE
(
100
)
(
100
)
Other – net
(
36
)
(
37
)
Net cash provided by financing activities
587
118
Net increase (decrease) in cash, cash equivalents and restricted cash
771
(
10
)
Cash, cash equivalents and restricted cash at beginning of period
88
133
Cash, cash equivalents and restricted cash at end of period
$
859
$
123
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest (net of amount capitalized)
$
898
$
834
Cash paid for income taxes – net
$
45
$
143
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property additions
$
1,186
$
1,189
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
16
FLORIDA POWER & LIGHT COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER'S EQUITY
(millions)
(unaudited)
Three Months Ended September 30, 2026
Common
Stock
Additional
Paid-In Capital
Retained
Earnings
Common
Shareholder's
Equity
Balances, June 30, 2026
$
1,373
$
26,866
$
21,521
$
49,760
Net income
—
—
1,620
Balances, September 30, 2026
$
1,373
$
26,866
$
23,141
$
51,380
Nine Months Ended September 30, 2026
Common
Stock
Additional
Paid-In Capital
Retained
Earnings
Common
Shareholder's
Equity
Balances, December 31, 2025
$
1,373
$
26,866
$
18,747
$
46,986
Net income
—
—
4,493
Dividends to NEE
—
—
(
100
)
Other
—
—
1
Balances, September 30, 2026
$
1,373
$
26,866
$
23,141
$
51,380
Three Months Ended September 30, 2025
Common
Stock
Additional
Paid-In Capital
Retained
Earnings
Common
Shareholder's
Equity
Balances, June 30, 2025
$
1,373
$
26,867
$
17,327
$
45,567
Net income
—
—
1,463
Other
—
(
1
)
(
1
)
Balances, September 30, 2025
$
1,373
$
26,866
$
18,789
$
47,028
Nine Months Ended September 30, 2025
Common
Stock
Additional
Paid-In Capital
Retained
Earnings
Common
Shareholder's
Equity
Balances, December 31, 2024
$
1,373
$
26,868
$
14,835
$
43,076
Net income
—
—
4,054
Dividends to NEE
—
—
(
100
)
Other
—
(
2
)
—
Balances, September 30, 2025
$
1,373
$
26,866
$
18,789
$
47,028
This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2025 Form 10-K.
17
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The accompanying condensed consolidated financial statements should be read in conjunction with the 2025 Form 10-K. In the opinion of NEE and FPL management, all adjustments considered necessary for fair financial statement presentation have been made. All adjustments are normal and recurring unless otherwise noted. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.
1.
Revenue from Contracts with Customers
FPL and NEER generate substantially all of NEE’s operating revenues, which primarily include revenues from contracts with customers, as well as derivative (see Note 2) and lease transactions at NEER. For the vast majority of contracts with customers, NEE believes that the obligation to deliver energy, capacity or transmission is satisfied over time as the customer simultaneously receives and consumes benefits as NEE performs. NEE’s revenue from contracts with customers was approximately $
8.1
billion ($
5.4
billion at FPL) and $
7.4
billion ($
5.3
billion at FPL) for the three months ended September 30, 2026 and 2025, respectively, and $
20.8
billion ($
14.6
billion at FPL) and $
19.7
billion ($
14.0
billion at FPL) for the nine months ended September 30, 2026 and 2025, respectively. NEE's and FPL's receivables are primarily associated with revenues earned from contracts with customers, as well as derivative and lease transactions at NEER, and consist of both billed and unbilled amounts, which are recorded in customer receivables and other receivables on NEE's and FPL's condensed consolidated balance sheets. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of NEE's and FPL's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
FPL
– FPL’s revenues are derived primarily from tariff-based sales that result from providing electricity to retail customers in Florida with no defined contractual term. Electricity sales to retail customers account for approximately
90
% of FPL’s operating revenues, the majority of which are to residential customers. FPL's retail customers receive a bill monthly based on the amount of monthly kWh usage with payment due monthly. For these types of sales, FPL recognizes revenue as electricity is delivered and billed to customers, as well as an estimate for electricity delivered and not yet billed. The billed and unbilled amounts represent the value of electricity delivered to the customer. As of September 30, 2026 and December 31, 2025, FPL's unbilled revenues amounted to approximately
$
805
million and $
705
million, respectively, and are included in customer receivables on NEE's and FPL's condensed consolidated balance sheets. Certain contracts with customers contain a fixed price with maturity dates through 2054. As of September 30, 2026, FPL expects to record approximately $
1,220
million
of revenues related to the fixed price components of such contracts over the remaining terms of the related contracts. Certain of these contracts also contain a variable price component for energy usage which FPL recognizes as revenue as the energy is delivered based on rates stipulated in the respective contracts.
NEER
– NEER’s revenue from contracts with customers is derived primarily from the sale of energy commodities, electric capacity and electric transmission. For these types of sales, NEER recognizes revenue as energy commodities are delivered and as electric capacity and electric transmission are made available, consistent with the amounts billed to customers based on rates stipulated in the respective contracts as well as an accrual for amounts earned but not yet billed. The amounts billed and accrued represent the value of energy or transmission delivered and/or the capacity of energy or transmission available to the customer. Revenues yet to be earned under these contracts, which have maturity dates ranging from 2026 to 2056, will vary based on the volume of energy or transmission delivered and/or available. NEER’s customers typically receive bills monthly with payment due within 30 days. Certain contracts with customers contain a fixed price which primarily relate to electric capacity sales through 2038, certain power purchase agreements with maturity dates through
2034, certain natural gas transportation and storage capacity management agreements with maturity dates through 2031 and certain management construction and operating services agreements (MCOAs) with contractual terms expected to extend through 2052. As of September 30, 2026, NEER expects to record approximately $
6.4
billion of revenues related to the fixed price components of such contracts over the remaining terms of the related contracts as the capacity and services are provided. The power purchase agreements also contain a variable price component for energy usage which NEER recognizes as revenue as the energy is delivered based on rates stipulated in the respective contracts. The MCOAs also contain variable fee components for the achievement of specified project milestones and operating performance targets under the existing agreements which NEER recognizes as revenue as the related development and operating services are performed.
18
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
2.
Derivative Instruments
NEE and FPL use derivative instruments (primarily swaps, options, futures and forwards) to manage the physical and financial risks inherent in the purchase and sale of fuel and electricity, as well as interest rate and foreign currency exchange rate risk associated primarily with outstanding and expected future debt issuances and borrowings, and to optimize the value of NEER's power generation and natural gas and oil production assets. NEE and FPL do not utilize hedge accounting for their cash flow and fair value hedges.
With respect to commodities related to NEE's competitive energy business, NEER employs risk management procedures to conduct its activities related to optimizing the value of its power generation and natural gas and oil production assets, providing full energy and capacity requirements services primarily to distribution utilities, and engaging in power and fuel marketing and trading activities to take advantage of expected future favorable price movements and changes in the expected volatility of prices in the energy markets. These risk management activities involve the use of derivative instruments executed within prescribed limits to manage the risk associated with fluctuating commodity prices. Transactions in derivative instruments are executed on recognized exchanges or via the OTC markets, depending on the most favorable credit terms and market execution factors. For NEER's power generation and natural gas and oil production assets, derivative instruments are used to hedge all or a portion of the expected output of these assets. These hedges are designed to reduce the effect of adverse changes in the wholesale forward commodity markets associated with NEER's power generation and natural gas and oil production assets. With regard to full energy and capacity requirements services, NEER is required to vary the quantity of energy and related services based on the load demands of the customers served. For this type of transaction, derivative instruments are used to hedge the anticipated electricity quantities required to serve these customers and reduce the effect of unfavorable changes in the forward energy markets. Additionally, NEER takes positions in energy markets based on differences between actual forward market levels and management's view of fundamental market conditions, including supply/demand imbalances, changes in traditional flows of energy, changes in short- and long-term weather patterns and anticipated regulatory and legislative outcomes. NEER uses derivative instruments to realize value from these market dislocations, subject to strict risk management limits around market, operational and credit exposure.
Derivative instruments, when required to be marked to market, are recorded on NEE's and FPL's condensed consolidated balance sheets as either an asset or liability measured at fair value. At FPL, changes in the derivatives' fair value are deferred as a regulatory asset or liability until the contracts are settled, and, upon settlement, any gains or losses are passed through the fuel clause or base rates. For NEE's non-rate regulated operations, predominantly NEER, essentially all changes in the derivatives' fair value for power purchases and sales, fuel sales and trading activities are recognized on a net basis in operating revenues and the equity method investees' related activity is recognized in equity in earnings (losses) of equity method investees in NEE's condensed consolidated statements of income. Settlement gains and losses are included within the line items in the condensed consolidated statements of income to which they relate. Transactions for which physical delivery is deemed not to have occurred are presented on a net basis in the condensed consolidated statements of income. For commodity derivatives, NEE believes that, where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has been deemed not to have occurred for financial reporting purposes. Settlements related to derivative instruments are substantially all recognized in net cash provided by operating activities in NEE's and FPL's condensed consolidated statements of cash flows.
For interest rate and foreign currency derivative instruments, all changes in the derivatives' fair value, as well as the transaction gain or loss on foreign denominated debt, are recognized in interest expense and the equity method investees' related activity is recognized in equity in earnings (losses) of equity method investees in NEE's condensed consolidated statements of income.
As of September 30, 2026, NEE's AOCI included immaterial amounts related to discontinued interest rate cash flow hedges with expiration dates through October 2033 and foreign currency cash flow hedges with expiration dates through September 2030.
19
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Fair Value Measurements of Derivative Instruments
– The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or other pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEE and FPL use different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or similar assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. NEE's and FPL's assessment of the significance of any particular input to the fair value measurement requires judgment and may affect placement within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value.
NEE and FPL measure the fair value of commodity contracts using a combination of market and income approaches utilizing prices observed on commodities exchanges and in the non-exchange traded markets, or through the use of industry-standard valuation techniques, such as option modeling or discounted cash flows techniques, incorporating both observable and unobservable valuation inputs. The resulting measurements are the best estimate of fair value as represented by the transfer of the asset or liability through an orderly transaction in the marketplace at the measurement date.
Exchange-traded derivative assets and liabilities are valued using observable settlement prices from the exchanges and are classified as Level 1 or Level 2, depending on whether positions are in active or inactive markets.
NEE, through its subsidiaries, including FPL, also enters into non-exchange traded commodity derivatives. The majority of the valuation inputs are observable using exchange-quoted prices.
NEE, through NEER, also enters into full requirements contracts, which, in most cases, meet the definition of derivatives and are measured at fair value. These contracts typically have one or more inputs that are not observable and are significant to the valuation of the contract. In addition, certain non-exchange traded derivative options at NEE have one or more significant inputs that are not observable, and are valued using industry-standard option models.
In all cases where NEE and FPL use significant unobservable inputs for the valuation of a commodity contract, consideration is given to the assumptions that market participants would use in valuing the asset or liability. The primary input to the valuation models for commodity contracts is the forward commodity curve for the respective instruments. Other inputs include, but are not limited to, assumptions about market liquidity, volatility, correlation and contract duration as more fully described below in Significant Unobservable Inputs Used in Recurring Fair Value Measurements. In instances where the reference markets are deemed to be inactive or do not have transactions for a similar contract, the derivative assets and liabilities may be valued using significant other observable inputs and potentially significant unobservable inputs. In such instances, the valuation for these contracts is established using techniques including extrapolation from or interpolation between actively traded contracts, or estimated basis adjustments from liquid trading points. NEE and FPL regularly evaluate and validate the inputs used to determine fair value by a number of methods, consisting of various market price verification procedures, including the use of pricing services and broker quotes to support the market price of the various commodities. Where there are assumptions and models used to generate inputs for valuing derivative assets and liabilities, the review and verification of the assumptions and models are undertaken by individuals in an independent control function.
NEE uses interest rate contracts and foreign currency contracts to mitigate and adjust interest rate and foreign currency exchange exposure related primarily to certain outstanding and expected future debt issuances and borrowings when deemed appropriate based on market conditions or when required by financing agreements. NEE estimates the fair value of these derivatives using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements.
20
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The tables below present NEE's and FPL's gross derivative positions as of September 30, 2026 and December 31, 2025, as required by disclosure rules. However, the majority of the underlying contracts are subject to master netting agreements and generally would not be contractually settled on a gross basis. Therefore, the tables below also present the derivative positions on a net basis, which reflect the offsetting of positions of certain transactions within the portfolio, the contractual ability to settle contracts under master netting arrangements and the netting of margin cash collateral, as well as the location of the net derivative position on the condensed consolidated balance sheets.
September 30, 2026
Level 1
Level 2
Level 3
Netting
(a)
Total
(millions)
Assets:
NEE:
Commodity contracts
$
4,788
$
2,992
$
1,818
$
(
6,543
)
$
3,055
Interest rate contracts
$
—
$
3,391
$
—
$
(
104
)
3,287
Foreign currency contracts
$
—
$
56
$
—
$
(
194
)
(
138
)
Total derivative assets
$
6,204
FPL – commodity contracts
$
—
$
4
$
8
$
(
3
)
$
9
Liabilities:
NEE:
Commodity contracts
$
4,943
$
3,125
$
1,140
$
(
6,492
)
$
2,716
Interest rate contracts
$
—
$
107
$
—
$
(
104
)
3
Foreign currency contracts
$
—
$
273
$
—
$
(
194
)
79
Total derivative liabilities
$
2,798
FPL – commodity contracts
$
—
$
40
$
11
$
(
3
)
$
48
Net fair value by NEE balance sheet line item:
Current derivative assets
(b)
$
2,325
Noncurrent derivative assets
(c)
3,879
Total derivative assets
$
6,204
Current derivative liabilities
(d)
$
1,067
Noncurrent derivative liabilities
1,731
Total derivative liabilities
$
2,798
Net fair value by FPL balance sheet line item:
Current other assets
$
9
Current other liabilities
$
15
Noncurrent other liabilities
33
Total derivative liabilities
$
48
———————————————
(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 condensed consolidated balance sheets and are recorded in customer receivables – net and accounts payable, respectively.
(b)
Reflects the netting of approximately $
58
million in margin cash collateral received from counterparties.
(c)
Reflects the netting of approximately $
93
million in margin cash collateral received from counterparties.
(d)
Reflects the netting of approximately $
100
million in margin cash collateral paid to counterparties.
21
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
December 31, 2025
Level 1
Level 2
Level 3
Netting
(a)
Total
(millions)
Assets:
NEE:
Commodity contracts
$
1,914
$
2,958
$
1,850
$
(
4,007
)
$
2,715
Interest rate contracts
$
—
$
311
$
—
$
(
77
)
234
Foreign currency contracts
$
—
$
34
$
—
$
12
46
Total derivative assets
$
2,995
FPL – commodity contracts
$
—
$
5
$
48
$
(
13
)
$
40
Liabilities:
NEE:
Commodity contracts
$
2,082
$
3,319
$
1,168
$
(
3,921
)
$
2,648
Interest rate contracts
$
—
$
563
$
—
$
(
77
)
486
Foreign currency contracts
$
—
$
115
$
—
$
12
127
Total derivative liabilities
$
3,261
FPL – commodity contracts
$
—
$
13
$
16
$
(
13
)
$
16
Net fair value by NEE balance sheet line item:
Current derivative assets
(b)
$
997
Noncurrent derivative assets
(c)
1,998
Total derivative assets
$
2,995
Current derivative liabilities
(d)
$
1,113
Noncurrent derivative liabilities
2,148
Total derivative liabilities
$
3,261
Net fair value by FPL balance sheet line item:
Current other assets
$
39
Noncurrent other assets
1
Total derivative assets
$
40
Current other liabilities
$
15
Noncurrent other liabilities
1
Total derivative liabilities
$
16
———————————————
(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 condensed consolidated balance sheets and are recorded in customer receivables – net and accounts payable, respectively.
(b)
Reflects the netting of approximately $
68
million in margin cash collateral received from counterparties.
(c)
Reflects the netting of approximately $
99
million in margin cash collateral received from counterparties.
(d)
Reflects the netting of approximately $
81
million in margin cash collateral paid to counterparties.
As of September 30, 2026 and December 31, 2025, NEE had approximately $
68
million ($
16
million at FPL) and $
94
million ($
5
million at FPL), respectively, in margin cash collateral received from counterparties that was not offset against derivative assets in the above presentation. These amounts are included in current other liabilities on NEE's condensed consolidated balance sheets. Additionally, as of September 30, 2026 and December 31, 2025, NEE had approximately $
131
million (
none
at FPL) and $
70
million (
none
at FPL), respectively, in margin cash collateral paid to counterparties that was not offset against derivative assets or liabilities in the above presentation. These amounts are included in current other assets on NEE's condensed consolidated balance sheets.
22
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Significant Unobservable Inputs Used in Recurring Fair Value Measurements
– The valuation of certain commodity contracts requires the use of significant unobservable inputs. All forward price, implied volatility, implied correlation and interest rate inputs used in the valuation of such contracts are directly based on third-party market data, such as broker quotes and exchange settlements, when that data is available. If third-party market data is not available, then industry standard methodologies are used to develop inputs that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Observable inputs, including some forward prices, implied volatilities and interest rates used for determining fair value are updated daily to reflect the best available market information. Unobservable inputs which are related to observable inputs, such as illiquid portions of forward price or volatility curves, are updated daily as well, using industry standard techniques such as interpolation and extrapolation, combining observable forward inputs supplemented by historical market and other relevant data. Other unobservable inputs, such as implied correlations, block-to-hourly price shaping, customer migration rates from full requirements contracts and some implied volatility curves, are modeled using proprietary models based on historical data and industry standard techniques.
The significant unobservable inputs used in the valuation of NEE's commodity contracts categorized as Level 3 of the fair value hierarchy as of September 30, 2026 are as follows:
Fair Value as of
Valuation
Significant
Weighted-
Transaction Type
September 30, 2026
Technique(s)
Unobservable Inputs
Range
average
(a)
Assets
Liabilities
(millions)
Forward contracts – power
$
615
$
327
Discounted cash flow
Forward price (per MWh)
$
1
—
$
172
$
55
Forward contracts – gas
568
75
Discounted cash flow
Forward price (per MMBtu)
$
1
—
$
10
$
3
Forward contracts – congestion
76
53
Discounted cash flow
Forward price (per MWh)
$(
66
)
—
$
30
$
—
Options – power
39
2
Option models
Implied correlations
59
%
—
74
%
71
%
Implied volatilities
32
%
—
244
%
96
%
Options – primarily gas
59
64
Option models
Implied correlations
59
%
—
100
%
97
%
Implied volatilities
17
%
—
93
%
48
%
Full requirements and unit contingent contracts
167
326
Discounted cash flow
Forward price (per MWh)
$
16
—
$
378
$
93
Customer migration rate
(b)
—
%
—
10
%
1
%
Forward contracts – other
294
293
Total
$
1,818
$
1,140
———————————————
(a)
Unobservable inputs were weighted by volume.
(b)
Applies only to full requirements contracts.
The sensitivity of NEE's fair value measurements to increases (decreases) in the significant unobservable inputs is as follows:
Significant Unobservable Input
Position
Impact on
Fair Value Measurement
Forward price
Purchase power/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.
23
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The reconciliation of changes in the fair value of commodity contract derivatives that are based on significant unobservable inputs is as follows:
Three Months Ended September 30,
2026
2025
NEE
FPL
NEE
FPL
(millions)
Fair value of net derivatives based on significant unobservable inputs as of June 30 of prior period
$
755
$
(
1
)
$
557
$
(
36
)
Realized and unrealized gains (losses):
Included in operating revenues
(
125
)
—
379
—
Included in regulatory assets and liabilities
5
5
25
25
Purchases
45
—
66
—
Settlements
34
(
7
)
(
103
)
18
Issuances
(
32
)
—
(
19
)
—
Transfers in
(a)
—
—
—
—
Transfers out
(a)
(
4
)
—
—
—
Fair value of net derivatives based on significant unobservable inputs as of September 30
$
678
$
(
3
)
$
905
$
7
Gains (losses) included in operating revenues attributable to the change in unrealized gains (losses) relating to derivatives held at the reporting date
$
(
145
)
$
—
$
364
$
—
———————————————
(a)
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.
Nine Months Ended September 30,
2026
2025
NEE
FPL
NEE
FPL
(millions)
Fair value of net derivatives based on significant unobservable inputs as of December 31 of prior period
$
682
$
32
$
387
$
34
Realized and unrealized gains (losses):
Included in operating revenues
(
212
)
—
745
—
Included in regulatory assets and liabilities
21
21
(
61
)
(
61
)
Purchases
370
—
137
—
Settlements
(
40
)
(
56
)
(
231
)
34
Issuances
(
123
)
—
(
55
)
—
Transfers in
(a)
(
20
)
—
(
16
)
—
Transfers out
(a)
—
—
(
1
)
—
Fair value of net derivatives based on significant unobservable inputs as of September 30
$
678
$
(
3
)
$
905
$
7
Gains included in operating revenues attributable to the change in unrealized gains (losses) relating to derivatives held at the reporting date
$
25
$
—
$
581
$
—
———————————————
(a)
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.
24
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Income Statement Impact of Derivative Instruments
–
Gains (losses) related to NEE's derivatives are recorded in NEE's condensed consolidated statements of income as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(millions)
Commodity contracts
(a)
– operating revenues (including $
79
unrealized losses, $
352
unrealized gains, $
205
unrealized gains and $
288
unrealized gains, respectively)
$
(
168
)
$
347
$
111
$
438
Foreign currency contracts – interest expense (including $
4
unrealized losses, $
54
unrealized losses, $
138
unrealized losses and $
30
unrealized losses, respectively)
(
5
)
(
56
)
(
186
)
(
40
)
Interest rate contracts – interest expense (including $
3,005
unrealized gains, $
94
unrealized losses, $
3,527
unrealized gains and $
1,057
unrealized losses, respectively)
3,045
(
88
)
3,490
(
889
)
Gains (losses) reclassified from AOCI to interest expense:
Interest rate contracts
—
—
1
1
Foreign currency contracts
(
1
)
(
1
)
(
2
)
(
2
)
Total
$
2,871
$
202
$
3,414
$
(
492
)
———————————————
(a)
For the three and nine months ended September 30, 2026, FPL recorded gains of approximately $
9
million and $
2
million, respectively, related to commodity contracts as regulatory liabilities on its condensed consolidated balance sheets. For the three and nine months ended September 30, 2025, FPL recorded approximately $
25
million of gains and $
79
million of losses, respectively, related to commodity contracts as regulatory liabilities and regulatory assets, respectively, on its condensed consolidated balance sheets.
Notional Volumes of Derivative Instruments
– The following table represents net notional volumes associated with derivative instruments that are required to be reported at fair value in NEE's and FPL's condensed consolidated financial statements. The table includes significant volumes of transactions that have minimal exposure to commodity price changes because they are variably priced agreements. These volumes are only an indication of the commodity exposure that is managed through the use of derivatives. They do not represent net physical asset positions or non-derivative positions and the related hedges, nor do they represent NEE’s and FPL’s net economic exposure, but only the net notional derivative positions that fully or partially hedge the related asset positions.
NEE and FPL had derivative commodity contracts for the following net notional volumes:
September 30, 2026
December 31, 2025
Commodity Type
NEE
FPL
NEE
FPL
(millions)
Power
(
259
)
MWh
—
(
249
)
MWh
—
Natural gas
(
1,063
)
MMBtu
283
MMBtu
(
1,087
)
MMBtu
378
MMBtu
Oil
(
30
)
barrels
—
3
barrels
—
As of September 30, 2026 and December 31, 2025, NEE had interest rate contracts with a net notional amount of approximately $
56.7
billion and $
47.3
billion, respectively, and foreign currency contracts with a notional amount of approximately $
10.6
billion and $
6.0
billion, respectively.
Credit
-
Risk
-
Related Contingent
Features
– Certain derivative instruments contain credit-risk-related contingent features including, among other things, the requirement to maintain an investment grade credit rating from specified credit rating agencies and certain financial ratios, as well as credit-related cross-default and material adverse change triggers. As of September 30, 2026 and December 31, 2025, the aggregate fair value of NEE's derivative instruments with credit-risk-related contingent features that were in a liability position was approximately $
4.2
billion ($
17
million for FPL) and $
4.0
billion ($
38
million for FPL), respectively.
25
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
If the credit-risk-related contingent features underlying these derivative agreements were triggered, certain subsidiaries of NEE, including FPL, could be required to post collateral or settle contracts according to contractual terms which generally allow netting of contracts in offsetting positions. Certain derivative contracts contain multiple types of credit-related triggers. To the extent these contracts contain a credit ratings downgrade trigger, the maximum exposure is included in the following credit ratings collateral posting requirements. If FPL's and NEECH's credit ratings were downgraded to BBB/Baa2 (a three-level downgrade for FPL and a one level downgrade for NEECH from the current lowest applicable rating), applicable NEE subsidiaries would be required to post collateral such that the total posted collateral would be approximately $
675
million ($
70
million at FPL) as of September 30, 2026 and $
650
million ($
30
million at FPL) as of December 31, 2025.
If FPL's and NEECH's credit ratings were downgraded to below investment grade, applicable NEE subsidiaries would be required to post additional collateral such that the total posted collateral would be approximately $
3.4
billion ($
140
million at FPL) as of September 30, 2026 and $
3.2
billion ($
65
million at FPL) as of December 31, 2025. Some derivative contracts do not contain credit ratings downgrade triggers, but do contain provisions that require certain financial measures be maintained and/or have credit-related cross-default triggers. In the event these provisions were triggered, applicable NEE subsidiaries could be required to post additional collateral of up to approximately $
1.3
billion ($
415
million at FPL) as of September 30, 2026 and $
1.7
billion ($
95
million at FPL) as of December 31, 2025.
Collateral related to derivatives, including amounts posted for margin, current exposures and future performance with exchanges and independent system operators, may be posted in the form of cash or credit support in the normal course of business. As of September 30, 2026 and December 31, 2025, applicable NEE subsidiaries have posted approximately $
201
million (
none
at FPL) and $
98
million (
none
at FPL), respectively, in cash, and $
1,713
million (
none
at FPL) and $
1,560
million (
none
at FPL), respectively, in the form of letters of credit and surety bonds, each of which could be applied toward the collateral requirements described above. FPL and NEECH have capacity under their credit facilities generally in excess of the collateral requirements described above that would be available to support, among other things, derivative activities. Under the terms of the credit facilities, maintenance of a specific credit rating is not a condition to drawing on these credit facilities, although there are other conditions to drawing on these credit facilities.
Additionally, some contracts contain certain adequate assurance provisions whereby a counterparty may demand additional collateral based on subjective events and/or conditions. Due to the subjective nature of these provisions, NEE and FPL are unable to determine an exact value for these items and they are not included in any of the quantitative disclosures above.
3.
Non-Derivative Fair Value Measurements
Non-derivative fair value measurements consist of NEE’s and FPL’s cash equivalents and restricted cash equivalents, special use funds and other investments. The fair value of these financial assets is determined by using the valuation techniques and inputs as described in Note 2 – Fair Value Measurements of Derivative Instruments as well as below.
Cash Equivalents
and Restricted Cash Equivalents
– NEE and FPL hold investments primarily in money market funds. The fair value of these funds is estimated using a market approach based on current observable market prices.
Special Use Funds and Other Investments
– NEE and FPL hold primarily debt and equity securities directly, as well as indirectly through commingled funds. Substantially all directly held equity securities are valued at their quoted market prices. For directly held debt securities, multiple prices and price types are obtained from pricing vendors whenever possible, which enables cross-provider validations. A primary price source is identified based on asset type, class or issue of each security. Commingled funds, which are similar to mutual funds, are maintained by banks or investment companies and hold certain investments in accordance with a stated set of objectives. The fair value of commingled funds is primarily derived from the quoted prices in active markets of the underlying securities. Because the fund shares are offered to a limited group of investors, they are not considered to be traded in an active market.
Fair Value Measurement Alternative –
NEE holds investments in equity securities without readily determinable fair values, which are initially recorded at cost, of approximately $
802
million and $
647
million as of September 30, 2026 and December 31, 2025, respectively, and are included in noncurrent other assets on NEE's condensed consolidated balance sheets. Adjustments to carrying values are recorded as a result of observable price changes in transactions for identical or similar investments of the same issuer.
26
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Recurring Non-Derivative Fair Value Measurements
–
NEE's and FPL's financial assets and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:
September 30, 2026
Level 1
Level 2
Level 3
Total
(millions)
Assets:
Cash equivalents and restricted cash equivalents:
(a)
NEE – equity securities
$
2,132
$
—
$
—
$
2,132
FPL – equity securities
$
839
$
—
$
—
$
839
Special use funds:
(b)
NEE:
Equity securities
$
3,304
$
4,291
(c)
$
223
$
7,818
U.S. Government and municipal bonds
$
722
$
27
$
—
$
749
Corporate debt securities
$
5
$
666
$
—
$
671
Asset-backed securities
$
—
$
900
$
—
$
900
Other debt securities
$
(
5
)
$
19
$
—
$
14
FPL:
Equity securities
$
1,332
$
3,905
(c)
$
199
$
5,436
U.S. Government and municipal bonds
$
561
$
21
$
—
$
582
Corporate debt securities
$
5
$
496
$
—
$
501
Asset-backed securities
$
—
$
709
$
—
$
709
Other debt securities
$
(
5
)
$
13
$
—
$
8
Other investments:
(d)
NEE:
Equity securities
$
55
$
—
$
61
$
116
U.S. Government and municipal bonds
$
15
$
—
$
—
$
15
Corporate debt securities
$
—
$
1,330
$
5
$
1,335
Other debt securities
$
—
$
393
$
139
$
532
FPL:
Equity securities
$
6
$
—
$
—
$
6
———————————————
(a)
Includes restricted cash equivalents of approximately $
38
million ($
37
million for FPL) in current other assets on the condensed consolidated balance sheets.
(b)
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.
(c)
Primarily invested in commingled funds whose underlying securities would be Level 1 if those securities were held directly by NEE or FPL.
(d)
Included in noncurrent other assets on NEE's and FPL's condensed consolidated balance sheets.
27
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
December 31, 2025
Level 1
Level 2
Level 3
Total
(millions)
Assets:
Cash equivalents and restricted cash equivalents:
(a)
NEE – equity securities
$
1,873
$
—
$
—
$
1,873
FPL – equity securities
$
40
$
—
$
—
$
40
Special use funds:
(b)
NEE:
Equity securities
$
2,948
$
3,828
(c)
$
231
$
7,007
U.S. Government and municipal bonds
$
721
$
65
$
—
$
786
Corporate debt securities
$
10
$
722
$
—
$
732
Asset-backed securities
$
—
$
918
$
—
$
918
Other debt securities
$
—
$
17
$
—
$
17
FPL:
Equity securities
$
1,148
$
3,486
(c)
$
206
$
4,840
U.S. Government and municipal bonds
$
588
$
40
$
—
$
628
Corporate debt securities
$
11
$
539
$
—
$
550
Asset-backed securities
$
—
$
697
$
—
$
697
Other debt securities
$
—
$
10
$
—
$
10
Other investments:
(d)
NEE:
Equity securities
$
49
$
—
$
82
$
131
U.S. Government and municipal bonds
$
33
$
1
$
—
$
34
Corporate debt securities
$
—
$
1,299
$
120
$
1,419
Other debt securities
$
—
$
264
$
28
$
292
FPL:
Equity securities
$
7
$
—
$
—
$
7
———————————————
(a)
Includes restricted cash equivalents of approximately $
39
million ($
37
million for FPL) in current other assets on the condensed consolidated balance sheets.
(b)
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.
(c)
Primarily invested in commingled funds whose underlying securities would be Level 1 if those securities were held directly by NEE or FPL.
(d)
Included in noncurrent other assets on NEE's and FPL's condensed consolidated balance sheets.
Fair Value of Financial Instruments Recorded at Other than Fair Value
–
The carrying amounts of commercial paper and other short-term debt approximate their fair values. The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:
September 30, 2026
December 31, 2025
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
(millions)
NEE:
Special use funds
(a)
$
1,525
$
1,526
$
1,494
$
1,495
Other receivables, net of allowances
(b)
$
451
$
451
$
535
$
535
Long-term debt, including current portion
$
105,958
$
99,023
(c)
$
93,056
$
91,614
(c)
FPL:
Special use funds
(a)
$
922
$
923
$
959
$
960
Long-term debt, including current portion
$
30,520
$
26,994
(c)
$
28,682
$
27,354
(c)
———————————————
(a)
Primarily represents investments accounted for under the equity method and loans not measured at fair value on a recurring basis (Level 2).
(b)
Approximately $
307
million and $
340
million is included in current other assets and $
144
million and $
195
million is included in noncurrent other assets on NEE's condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively (primarily Level 3).
(c)
As of September 30, 2026 and December 31, 2025, substantially all is Level 2 for NEE and FPL.
28
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Special Use Funds and Other Investments Carried at Fair Value
– The special use funds noted above and those carried at fair value (see Recurring Non-Derivative Fair Value Measurements above) consist primarily of NEE's nuclear decommissioning fund assets of approximately $
11,676
million ($
8,157
million for FPL) and $
10,953
million ($
7,683
million for FPL) as of September 30, 2026 and December 31, 2025, respectively. The investments held in the special use funds and other investments consist of equity and available for sale debt securities which are primarily carried at estimated fair value. The amortized cost of debt securities is approximately $
4,328
million ($
1,926
million for FPL) and $
4,181
million ($
1,881
million for FPL) as of September 30, 2026 and December 31, 2025, respectively. Debt securities included in the nuclear decommissioning funds have a weighted-average maturity as of September 30, 2026 of approximately
nine years
at NEE and
nine years
at FPL. Other investments primarily consist of debt securities with a weighted-average maturity as of September 30, 2026 of approximately
ten years
. The cost of securities sold is determined using the specific identification method.
For FPL's special use funds, changes in fair value of debt and equity securities, including any estimated credit losses of debt securities, result in a corresponding adjustment to the related regulatory asset or liability accounts, consistent with regulatory treatment. For NEE's non-rate regulated operations, changes in fair value of debt securities result in a corresponding adjustment to OCI, except for estimated credit losses and unrealized losses on debt securities intended or required to be sold prior to recovery of the amortized cost basis, which are recognized in other – net in NEE's condensed consolidated statements of income. Changes in fair value of equity securities are primarily recorded in change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds – net in NEE’s condensed consolidated statements of income.
Unrealized gains (losses) recognized on equity securities held as of September 30, 2026 and 2025 are as follows:
NEE
FPL
Three Months Ended September 30,
Nine Months Ended September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
2026
2025
2026
2025
(millions)
Unrealized gains (losses)
$
(
667
)
$
431
$
(
39
)
$
737
$
(
672
)
$
304
$
(
261
)
$
515
Realized gains and losses and proceeds from the sale or maturity of available for sale debt securities are as follows:
NEE
FPL
Three Months Ended September 30,
Nine Months Ended September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
2026
2025
2026
2025
(millions)
Realized gains
$
9
$
25
$
39
$
56
$
5
$
22
$
30
$
49
Realized losses
$
19
$
17
$
51
$
58
$
14
$
14
$
37
$
45
Proceeds from sale or maturity of securities
$
762
$
877
$
2,598
$
2,854
$
544
$
494
$
1,724
$
1,735
The unrealized gains and unrealized losses on available for sale debt securities and the fair value of available for sale debt securities in an unrealized loss position are as follows:
NEE
FPL
September 30, 2026
December 31, 2025
September 30, 2026
December 31, 2025
(millions)
Unrealized gains
$
6
$
62
$
5
$
34
Unrealized losses
(a)
$
245
$
68
$
132
$
37
Fair value
$
3,687
$
1,344
$
1,618
$
709
———————————————
(a)    Unrealized losses on available for sale debt securities in an unrealized loss position for greater than twelve months as of September 30, 2026 and December 31, 2025 were not material to NEE or FPL.
29
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Regulations issued by the FERC and the NRC provide general risk management guidelines to protect nuclear decommissioning funds and to allow such funds to earn a reasonable return. The FERC regulations prohibit, among other investments, investments in any securities of NEE or its subsidiaries, affiliates or associates, excluding investments tied to market indices or mutual funds. Similar restrictions applicable to the decommissioning funds for NEER's nuclear plants are included in the NRC operating licenses for those facilities or in NRC regulations applicable to NRC licensees not in cost-of-service environments. With respect to the decommissioning fund for Seabrook, decommissioning fund contributions and withdrawals are also regulated by the New Hampshire Nuclear Decommissioning Financing Committee pursuant to New Hampshire law.
The nuclear decommissioning reserve funds are managed by investment managers who must comply with the guidelines of NEE and FPL and the rules of the applicable regulatory authorities. The funds' assets are invested giving consideration to taxes, liquidity, risk, diversification and other prudent investment objectives.
Nonrecurring Fair Value Measurements
– NEE tests its equity method investments for impairment whenever events or changes in circumstances indicate that the fair value of the investment is less than the carrying value. Indicators of impairment may include, among other things, an observable market price below NEE’s carrying value. Investments that are OTTI are written down to their estimated fair value on the reporting date and an impairment loss is recognized.
NextEra Energy Resources owns a noncontrolling interest in XPLR, primarily through its limited partner interest in XPLR OpCo, and accounts for this ownership interest as an equity method investment. During the preparation of NEE's March 31, 2025 financial statements, it was determined that NextEra Energy Resources' investment in XPLR was OTTI as a result of a significant decline in trading price of XPLR's common units following XPLR's announcement of a strategic repositioning, including suspension of the distribution to common unitholders for an indefinite period. The impairment reflected NEE's fair value analysis using the market approach and the observable trading price of XPLR's common units at March 31, 2025 of $
9.50
. When making the OTTI determination, NEE considered, among other things, the extent to which the publicly traded unit price was less than cost. Based on the fair value analysis, the equity method investment with a carrying amount of approximately $
1.7
billion was written down to its estimated fair value of $
1.0
billion, resulting in an impairment charge of $
0.7
billion ($
0.5
billion after tax), which is reflected in equity in earnings (losses) of equity method investees in NEE’s condensed consolidated statements of income for the nine months ended September 30, 2025. Should NEE determine, based on future analysis which includes the current and future trading prices of XPLR's common units, that an additional impairment is other-than-temporary, an impairment loss would be recorded, which would impact NEE's condensed consolidated statements of income.
4.
Income Taxes
NEE's effective income tax rate is based on the composition of pretax income or loss.
A reconciliation of the income tax expense (benefit) and effective income tax rates based on the statutory
U.S.
federal income tax rate is as follows:
NEE
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(millions, except for percentages)
Income taxes at U.S. statutory rate of 21%
$
1,056
21.0
%
$
396
21.0
%
$
1,841
21.0
%
$
674
21.0
%
Increases (reductions) resulting from:
State income taxes – net of federal income tax benefit
227
4.5
71
3.7
318
3.6
134
4.2
Nontaxable or nondeductible items:
Taxes attributable to noncontrolling interests
86
1.7
64
3.4
299
3.4
223
6.9
Amortization of deferred regulatory credit
(
16
)
(
0.3
)
(
43
)
(
2.3
)
(
52
)
(
0.6
)
(
126
)
(
3.9
)
Other – net
—
—
7
0.4
(
27
)
(
0.3
)
(
11
)
(
0.3
)
Clean energy tax credits
(a)
(
668
)
(
13.3
)
(
734
)
(
38.9
)
(
2,287
)
(
26.1
)
(
1,922
)
(
59.9
)
Valuation adjustments
47
0.9
31
1.7
109
1.2
82
2.5
Other adjustments – net
(
70
)
(
1.3
)
(
42
)
(
2.3
)
(
112
)
(
1.2
)
(
81
)
(
2.5
)
Income tax expense (benefit) and effective tax rate
$
662
13.2
%
$
(
250
)
(
13.3
)
%
$
89
1.0
%
$
(
1,027
)
(
32.0
)
%
______________________
(a)
For the three and nine months ended September 30, 2026, includes the impact from ITC amortization utilized as part of FPL's RSM. See Note 11 – Rate Regulation.
30
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
FPL
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(millions, except for percentages)
Income taxes at U.S. statutory rate of 21%
$
409
21.0
%
$
318
21.0
%
$
1,034
21.0
%
$
942
21.0
%
Increases (reductions) resulting from:
State income taxes – net of federal income tax benefit
83
4.3
63
4.2
211
4.3
192
4.3
Clean energy tax credits
(a)
(
148
)
(
7.6
)
(
248
)
(
16.4
)
(
769
)
(
15.6
)
(
528
)
(
11.8
)
Amortization of deferred regulatory credit
(
16
)
(
0.8
)
(
43
)
(
2.8
)
(
42
)
(
0.9
)
(
126
)
(
2.8
)
Other adjustments – net
1
—
(
38
)
(
2.6
)
(
2
)
—
(
49
)
(
1.1
)
Income tax expense and effective tax rate
$
329
16.9
%
$
52
3.4
%
$
432
8.8
%
$
431
9.6
%
______________________
(a)
For the three and nine months ended September 30, 2026, includes the impact from ITC amortization utilized as part of the RSM. See Note 11 – Rate Regulation.
NEE recognizes PTCs as wind and solar energy is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes, which may differ significantly from amounts computed, on a quarterly basis, using an overall effective income tax rate anticipated for the full year. NEE uses this method of recognizing PTCs for specific reasons, including that PTCs are an integral part of the expected value of most wind and some solar projects and a fundamental component of such wind and solar projects' results of operations. PTCs, as well as ITCs, can significantly affect NEE's effective income tax rate depending on the amount of pretax income or loss. The amount of PTCs recognized can be significantly affected by wind and solar generation and by the roll off of PTCs after
ten years
of production absent a repowering of the wind and solar projects.
5.  Business Combinations
Symmetry Acquisition
– On January 9, 2026, a wholly owned subsidiary of NextEra Energy Resources acquired
100
% of the equity interests of Symmetry Energy Solutions, LLC, a commercial and industrial natural gas business, from Energy Capital Partners, LLC (Symmetry acquisition). The acquired business provides natural gas supply, storage and asset management solutions to a broad range of end users nationwide. Symmetry Energy Solutions supplies natural gas in the U.S. to approximately
5,500
commercial and industrial customers in
34
states. The purchase price included approximately $
0.8
billion in cash consideration as well as working capital and other adjustments of $
0.3
billion (subject to certain post-closing adjustments).
Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair value. NEE recorded identifiable assets of approximately $
1.3
billion, primarily relating to accounts receivable, existing gas, storage and transportation contracts, hedging positions, and intangible assets associated with customer relationships and software, and liabilities of $
0.6
billion. The excess of the purchase price over the fair value of assets acquired and liabilities assumed resulted in approximately $
0.4
billion of goodwill which has been recognized on NEE's condensed consolidated balance sheets, of which $
0.1
billion is expected to be deductible for tax purposes. Goodwill associated with the Symmetry acquisition is reflected within NEER and, for impairment testing, is included in the customer supply reporting unit. The goodwill arising from the transaction represents expected benefits of synergies and expansion opportunities for NEE's commercial and industrial gas businesses. The provisional fair value of the acquired net assets, including goodwill, is subject to change as additional information about the assets and liabilities existing as of the acquisition date is obtained during the measurement period.
Caliber Acquisition
– On June 30, 2026, a
95
% owned subsidiary of NextEra Energy Resources acquired
100
% of the equity interests of CRP XII Intermediate, LLC which owns Caliber Resource Partners, LLC (Caliber acquisition), an energy investment firm. The acquired business owns non-operating interests in more than
7,500
producing wells as well as additional drilling locations across multiple U.S. shale basins, supporting NEE's natural gas-related activities. The base purchase price of $
1.3
billion included approximately $
1.0
billion in cash consideration from NEE and noncontrolling interest owners and the assumption of existing debt of $
0.3
billion (subject to certain post-closing adjustments).
Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair value. NEE recorded identifiable assets of approximately $
1.4
billion, primarily relating to property, plant and equipment – net, and liabilities of approximately $
0.4
billion primarily relating to long-term debt. The provisional fair value of the acquired net assets is subject to change as additional information about the assets and liabilities existing as of the acquisition date is obtained during the measurement period.
31
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Pending Business Combination
– On May 15, 2026, NEE and Dominion Energy entered into an Agreement and Plan of Merger (the merger agreement) with certain NEE subsidiaries. Pursuant to the terms and conditions of the merger agreement, the transaction would occur through
two
successive mergers (the mergers) and Dominion Energy would become a wholly-owned subsidiary of NEE. At closing, each outstanding share of Dominion Energy common stock, other than shares to be cancelled as described in the merger agreement, will be converted into the right to receive (i) a pro rata share of an aggregate amount equal to $
360
million in cash, without interest, and (ii)
0.8138
shares of NEE common stock. In addition, NEE and Dominion Energy have proposed more than $
2.25
billion in bill credits for Dominion Energy's utility customers in Virginia, North Carolina and South Carolina spread over
two
to
four years
post-close. NEE and Dominion Energy are working to complete the transaction in the second half of 2027. However, completion of the mergers and the actual closing date depend upon the satisfaction of a number of conditions, such as the receipt of required regulatory approvals, including approvals by the FERC, the NRC, and the utility commissions in Virginia, North Carolina and South Carolina as well as clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In September 2026, certain approvals by Dominion Energy shareholders and NEE shareholders required in connection with the pending business combination were obtained. The merger agreement contains certain termination rights and provides that, upon termination of the merger agreement under specified circumstances, NEE would be required to pay to Dominion Energy a termination fee of $
4.8
billion or $
6.5
billion, depending on the circumstances of the termination, while under other circumstances, Dominion Energy would be required to pay NEE a termination fee of approximately $
2.2
billion.
6.
Related Party Transactions
Through XPLR OpCo, XPLR owns, or has a partial ownership interest in, a portfolio of contracted clean energy assets consisting of wind, solar and battery storage projects. NEE has an approximately
52.4
% noncontrolling interest in XPLR, primarily through its limited partner interest in XPLR OpCo, and accounts for its ownership interest in XPLR as an equity method investment. NextEra Energy Resources operates essentially all of the energy projects owned by XPLR and provides services to XPLR under various related party operations and maintenance, development and construction, administrative and management services agreements (service agreements). Under these service agreements, NextEra Energy Resources incurred costs of approximately $
20
million and $
334
million during the three months ended September 30, 2026 and 2025, respectively, and $
120
million and $
911
million during the nine months ended September 30, 2026 and 2025, respectively, primarily in connection with wind repowering, which have been or will be reimbursed by XPLR. NextEra Energy Resources is also party to a CSCS agreement with a subsidiary of XPLR. Amounts due from XPLR of approximately $
178
million and $
498
million are included in other receivables and $
170
million and $
183
million are included in noncurrent other assets as of September 30, 2026 and December 31, 2025, respectively. NEECH or NextEra Energy Resources guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $
1.7
billion as of September 30, 2026 primarily related to obligations on behalf of XPLR's subsidiaries with maturity dates ranging from 2026 to 2063, including certain project performance obligations and obligations under financing and interconnection agreements. Payment guarantees and related contracts with respect to unconsolidated entities for which NEE or one of its subsidiaries are the guarantor are recorded on NEE’s condensed consolidated balance sheets at fair value. As of September 30, 2026, approximately $
57
million related to the fair value of the credit support provided under the CSCS agreement is recorded as noncurrent other liabilities on NEE's condensed consolidated balance sheet.
During 2026 and 2025, certain services, primarily engineering, construction, transportation, storage and maintenance services, were provided to subsidiaries of NEE by related parties that NEE accounts for under the equity method of accounting. Charges for these services amounted to approximately $
303
million and $
222
million for the three months ended September 30, 2026 and 2025, respectively, and $
879
million and $
676
million for the nine months ended September 30, 2026 and 2025, respectively.
7.
Variable Interest Entities
NEER
– As of September 30, 2026, NEE consolidates a number of VIEs within the NEER segment. Subsidiaries within the NEER segment are considered the primary beneficiary of these VIEs since they control the most significant activities of these VIEs, including operations and maintenance, and they have the obligation to absorb expected losses of these VIEs.
Five
indirect subsidiaries of NextEra Energy Resources have an ownership interest ranging from approximately
50
% to
67
% in entities which own and operate solar generation facilities with generating capacity of approximately
280
MW. Each of the subsidiaries is considered a VIE since the non-managing members have no substantive rights over the managing members, and is consolidated by NextEra Energy Resources. These entities sell their electric output to third parties under power sales contracts with expiration dates ranging from
2037 through 2042. These entities have third-party debt which is secured by liens against the assets of the entities. The debt holders have no recourse to the general credit of NextEra Energy Resources for the repayment of debt. The assets and liabilities of these VIEs were approximately $
503
million and $
98
million, respectively, as of September 30, 2026, and $
506
million and $
148
million, respectively, as of December 31, 2025. As of September 30, 2026 and December 31, 2025, the assets and liabilities of these VIEs consisted primarily of property, plant and equipment and long-term debt, respectively.
32
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NextEra Energy Resources consolidates a VIE which has a
10
% direct ownership interest in wind and solar generation facilities which have the capability of producing approximately
400
MW and
599
MW, respectively. These entities sell their electric output under power sales contracts to third parties with expiration dates ranging from 2034 through 2040. These entities are also considered a VIE because the holders of differential membership interests in these entities do not have substantive rights over the significant activities of these entities. The assets and liabilities of the VIE were approximately $
1,270
million and $
76
million, respectively, as of September 30, 2026, and $
1,301
million and $
71
million, respectively, as of December 31, 2025. As of September 30, 2026 and December 31, 2025, the assets of this VIE consisted primarily of property, plant and equipment.
NextEra Energy Resources consolidates
31
VIEs that primarily relate to certain subsidiaries which have sold differential membership interests in entities which own and operate wind generation, solar generation and battery storage facilities with generating/storage capacity of approximately
11,303
MW,
3,751
MW and
1,526
MW, respectively. These entities sell, or will sell, their electric output either under power sales contracts to third parties with expiration dates ranging from 2027 through 2054 or in the spot market. These entities are considered VIEs because the holders of differential membership interests do not have substantive rights over the significant activities of these entities. NextEra Energy Resources has financing obligations with respect to these entities, including third-party debt which is secured by liens against the generation facilities and the other assets of these entities or by pledges of NextEra Energy Resources' ownership interest in these entities. The debt holders have no recourse to the general credit of NextEra Energy Resources for the repayment of debt. The assets and liabilities of these VIEs totaled approximately $
26,876
million and $
901
million, respectively, as of September 30, 2026. There were
34
of these consolidated VIEs as of December 31, 2025 and the assets and liabilities of those VIEs at such date totaled approximately $
28,768
million and $
1,485
million, respectively. As of September 30, 2026 and December 31, 2025, the assets of these VIEs consisted primarily of property, plant and equipment.
NextEra Energy Resources consolidates
five
VIEs that primarily relate to certain subsidiaries which sold project minority interests in 2026 (see Note 11 - Project Minority Interests) in entities which own and operate wind generation, solar generation and battery storage facilities with generating/storage capacity of approximately
386
MW,
274
MW and
200
MW, respectively, and own solar generation and battery storage facilities that, upon completion of construction, which is anticipated through 2027, are expected to have generating/battery storage capacity of approximately
885
MW and
1,198
MW, respectively. The subsidiaries of the VIEs also have sold differential membership interests. These entities sell, or will sell, their electric output either under power sales contracts to third parties with expiration dates ranging from 2037 through 2061 or in the spot market. These entities are considered VIEs because the holders of the project minority interests and differential membership interests do not have substantive rights over the significant activities of these entities. As of September 30, 2026, the assets and liabilities associated with these VIEs totaled approximately $
4,253
million and $
571
million, respectively. As of September 30, 2026, the assets of these VIEs consisted primarily of property, plant and equipment.
NextEra Energy Resources consolidates a VIE related to a subsidiary which is the managing member of an entity formed in 2026 that owns and operates solar generation assets and monetizes tax credits generated by such assets. This entity sells its electric output under power sales contracts to third parties with expiration dates in 2050 and 2051. The entity is considered a VIE because the non-managing member does not have substantive rights over the significant activities of the entity. The assets and liabilities of the VIE were approximately $
964
million and $
48
million, respectively, as of September 30, 2026, with the assets consisting primarily of property, plant and equipment.
Other
– As of September 30, 2026 and December 31, 2025, several NEE subsidiaries had investments totaling approximately $
7,220
million ($
5,468
million at FPL) and $
6,592
million ($
5,075
million at FPL), respectively, which are included in special use funds and noncurrent other assets on NEE's condensed consolidated balance sheets and in special use funds on FPL's condensed consolidated balance sheets. These investments represented primarily commingled funds and asset-backed securities. NEE subsidiaries, including FPL, are not the primary beneficiaries and therefore do not consolidate any of these entities because they do not control any of the ongoing activities of these entities, were not involved in the initial design of these entities and do not have a controlling financial interest in these entities.
Certain subsidiaries of NEE have noncontrolling interests in entities accounted for under the equity method, including NEE's noncontrolling interest in XPLR OpCo (see Note 6). These entities are limited partnerships or similar entity structures in which the limited partners or non-managing members do not have substantive rights over the significant activities of these entities, and therefore are considered VIEs. NEE is not the primary beneficiary because it does not have a controlling financial interest in these entities, and therefore does not consolidate any of these entities. NEE’s investment in these entities totaled approximately $
2,605
million and $
2,525
million as of September 30, 2026 and December 31, 2025, respectively. As of September 30, 2026, subsidiaries of NEE had guarantees related to certain obligations of
one
of these entities, as well as commitments to invest an additional approximately $
260
million in several of these entities. See further discussion of such guarantees and commitments in Note 12 – Commitments and – Contracts, respectively.
33
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
8.
Employee Retirement Benefits
NEE sponsors a qualified noncontributory defined benefit pension plan for substantially all employees of NEE and its subsidiaries and sponsors a contributory postretirement plan for other benefits for retirees of NEE and its subsidiaries meeting certain eligibility requirements.
The components of net periodic cost (income) for the plans are as follows:
Pension Benefits
Postretirement Benefits
Pension Benefits
Postretirement Benefits
Three Months Ended September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
2026
2025
2026
2025
(millions)
Service cost
$
19
$
18
$
—
$
—
$
57
$
52
$
1
$
1
Interest cost
32
34
1
2
96
102
5
6
Expected return on plan assets
(
106
)
(
103
)
—
—
(
317
)
(
310
)
—
—
Amortization of prior service benefit
—
(
1
)
—
—
—
(
1
)
—
—
Special termination benefit
(a)
—
—
—
—
75
—
—
—
Net periodic cost (income) at NEE
$
(
55
)
$
(
52
)
$
1
$
2
$
(
89
)
$
(
157
)
$
6
$
7
Net periodic cost (income) allocated to FPL
$
(
30
)
$
(
30
)
$
1
$
2
$
(
63
)
$
(
90
)
$
4
$
6
———————————————
(a)
Reflects enhanced early retirement benefit.
9.
Debt
Significant long-term debt issuances and borrowings during the nine months ended September 30, 2026 were as follows:
Principal Amount
Interest Rate
(a)
Maturity Date
(millions)
FPL:
First mortgage bonds
$
2,250
5.125
%
–
5.900
%
2036
–
2066
NEECH:
Debentures – fixed
$
1,300
4.40
%
–
5.85
%
2031
–
2056
Euro denominated debentures – fixed
(b)
$
1,549
2.989
%
–
3.624
%
2030
–
2034
Debentures, related to NEE's equity units
$
2,300
4.00
%
2031
–
2034
Euro denominated junior subordinated debentures – fixed
(b)(c)
$
2,067
4.20
%
–
4.75
%
2056
Junior subordinated debentures – fixed
$
600
6.50
%
2086
Junior subordinated debentures – fixed
(d)
$
3,750
6.000
%
–
6.625
%
2056
–
2066
Australian dollar denominated subordinated debt
(b)
$
931
Variable
(e)
2056
NEER:
Senior secured limited-recourse debt – fixed
$
372
6.59
%
2033
Senior secured limited-recourse debt – variable
$
1,606
Variable
(f)
2029
———————————————
(a)
Interest rates based on the currency in which the related debt is denominated.
(b)
Foreign currency swaps have been entered into with respect to these debt issuances. See Note 2.
(c)
Two series of Euro denominated junior subordinated debentures were issued in February 2026. One series will initially bear interest at
4.20
% until February 26, 2032, and thereafter will bear interest based on an underlying Euro index plus a specified margin, reset every five years; such margin will increase on February 26, 2037 and February 26, 2052. The second series will initially bear interest at
4.75
% until February 26, 2036, and thereafter will bear interest at a rate based on an underlying Euro index plus a specified margin, to be reset every five years.
(d)
Three series of junior subordinated debentures were issued in June 2026 and will initially bear interest at
6.000
% until October 1, 2031,
6.200
% until October 1, 2036 and
6.625
% until October 1, 2046, respectively, and thereafter each series will bear interest at a rate based on an underlying index plus a specified margin, to be reset every five years, provided that the interest rates will not reset below the respective initial interest rates.
(e)
Two series of Australian dollar (AUD) denominated subordinated debt were issued in September 2026. One series will initially bear interest at
7.484
% until September 1, 2036, and thereafter will bear interest based on an underlying AUD index plus a specified margin. The second series will initially bear interest based on an underlying AUD index plus a specified margin with additional interest rate step-ups on September 1, 2036 and December 1, 2051.
(f)
Variable rate based on an underlying index plus a specified margin.
34
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
In March 2026, NEE sold $
2.3
billion of equity units (initially consisting of Corporate Units). Each equity unit has a stated amount of $
50
and consists of a contract to purchase NEE common stock (stock purchase contract) and, initially, a
2.5
% undivided beneficial ownership interest in a Series P Debenture due February 15, 2031, and, initially, a
2.5
% undivided beneficial ownership interest in a Series Q Debenture due February 15, 2034, each issued in the principal amount of $
1,000
by NEECH. Each stock purchase contract requires the holder to purchase by no later than February 15, 2029 (the final settlement date) for a price of $
50
in cash, a number of shares of NEE common stock (subject to antidilution adjustments), based on a price per share range described in the following sentence. If purchased on the final settlement date, as of September 30, 2026, the number of shares issued per equity unit would (subject to antidilution adjustments) range from
0.5435
shares if the applicable market value of a share of NEE common stock is less than or equal to $
91.99
(the reference price) to
0.4348
shares if the applicable market value of a share is equal to or greater than $
115.00
(the threshold appreciation price), with the applicable market value to be determined using the average closing prices of NEE common stock over a
20-day
trading period ending on February 12, 2029. Total annual distributions on the equity units are at the rate of
7.375
%, consisting of interest on the debentures (
4.000
% per year) and payments under the stock purchase contracts (
3.375
% per year). The interest rate on the debentures is expected to be reset on or after August 15, 2028. A holder of an equity unit may satisfy its purchase obligation with proceeds raised from remarketing the NEECH debentures that are part of its equity unit. The undivided beneficial ownership interests in the NEECH debentures that are components of each Corporate Unit are pledged to NEE to secure the holder's obligation to purchase NEE common stock under the related stock purchase contract. If a successful remarketing does not occur on or before the third business day prior to the final settlement date, and a holder has not notified NEE of its intention to settle the stock purchase contract with cash, the debentures that are components of the Corporate Units will be used to satisfy in full the holders' obligations to purchase NEE common stock under the related stock purchase contracts on the final settlement date. The debentures are fully and unconditionally guaranteed by NEE.
10.
Equity
Earnings Per Share
– The reconciliation of NEE's basic and diluted earnings per share attributable to NEE is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(millions, except per share amounts)
Numerator – net income attributable to NEE
$
4,775
$
2,438
$
10,102
$
5,300
Denominator:
Weighted-average number of common shares outstanding – basic
2,089.2
2,064.6
2,085.1
2,059.0
Equity units, stock options, performance share awards, restricted stock and exchangeable notes
(a)
8.4
6.0
9.3
5.3
Weighted-average number of common shares outstanding – assuming dilution
2,097.6
2,070.6
2,094.4
2,064.3
Earnings per share attributable to NEE:
Basic
$
2.29
$
1.18
$
4.84
$
2.57
Assuming dilution
$
2.28
$
1.18
$
4.82
$
2.57
———————————————
(a)
Calculated primarily 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.
Common shares issuable pursuant to equity units, stock options, performance share awards and/or exchangeable notes, as well as restricted stock which were not included in the denominator above due to their antidilutive effect were approximately
64.0
million and
49.7
million for the three months ended September 30, 2026 and 2025, respectively, and
37.1
million and
65.0
million for the nine months ended September 30, 2026 and 2025, respectively.
ATM Program
– NEE has an at-the-market equity issuance program (ATM program), which was established on December 31, 2025, pursuant to which NEE may issue, from time to time, up to $
4
billion of its common shares. During the three and nine months ended September 30, 2026, NEE issued approximately
11.0
million common shares under the ATM program for gross proceeds of $
938
million. Fees related to the ATM program totaled approximately $
7
million during the three and nine months ended September 30, 2026.
35
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Accumulated Other Comprehensive Income (Loss)
– The components of AOCI, net of tax, are as follows:
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 Gains (Losses) on Foreign Currency Translation
Other Comprehensive Income (Loss) Related to Equity Method Investees
Total
(millions)
Three Months Ended September 30, 2026
Balances, June 30, 2026
$
20
$
(
20
)
$
33
$
(
92
)
$
11
$
(
48
)
Other comprehensive loss before
reclassifications
—
(
65
)
—
(
1
)
—
(
66
)
Amounts reclassified from AOCI
—
1
(a)
—
—
—
1
Net other comprehensive loss
—
(
64
)
—
(
1
)
—
(
65
)
Balances, September 30, 2026
$
20
$
(
84
)
$
33
$
(
93
)
$
11
$
(
113
)
———————————————
(a)
Reclassified to gains on disposal of investments and other property – net in NEE's condensed consolidated statements of income.
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 Gains (Losses) on Foreign Currency Translation
Other Comprehensive Income (Loss) Related to Equity Method Investees
Total
(millions)
Nine Months Ended September 30, 2026
Balances, December 31, 2025
$
19
$
—
$
33
$
(
72
)
$
11
$
(
9
)
Other comprehensive loss before reclassifications
—
(
87
)
—
(
21
)
—
(
108
)
Amounts reclassified from AOCI
1
(a)
3
(b)
—
—
—
4
Net other comprehensive income (loss)
1
(
84
)
—
(
21
)
—
(
104
)
Balances, September 30, 2026
$
20
$
(
84
)
$
33
$
(
93
)
$
11
$
(
113
)
———————————————
(a)
Reclassified to interest expense in NEE's condensed consolidated statements of income. See Note 2 – Income Statement Impact of Derivative Instruments.
(b)
Reclassified to gains on disposal of investments and other property – net in NEE's condensed consolidated statements of income.
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 Gains (Losses) on Foreign Currency Translation
Other Comprehensive Income (Loss) Related to Equity Method Investees
Total
(millions)
Three Months Ended September 30, 2025
Balances, June 30, 2025
$
24
$
(
15
)
$
(
19
)
$
(
68
)
$
8
$
(
70
)
Other comprehensive income (loss) before reclassifications
—
10
—
(
13
)
—
(
3
)
Amounts reclassified from AOCI
—
1
(a)
—
—
—
1
Net other comprehensive income (loss)
—
11
—
(
13
)
—
(
2
)
Balances, September 30, 2025
$
24
$
(
4
)
$
(
19
)
$
(
81
)
$
8
$
(
72
)
———————————————
(a)
Reclassified to gains on disposal of investments and other property – net in NEE's condensed consolidated statements of income.
36
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
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 Gains (Losses) on Foreign Currency Translation
Other Comprehensive Income (Loss) Related to Equity Method Investees
Total
(millions)
Nine Months Ended September 30, 2025
Balances, December 31, 2024
$
23
$
(
37
)
$
(
19
)
$
(
101
)
$
8
$
(
126
)
Other comprehensive income before reclassifications
—
28
—
20
—
48
Amounts reclassified from AOCI
1
(a)
5
(b)
—
—
—
6
Net other comprehensive income
1
33
—
20
—
54
Balances, September 30, 2025
$
24
$
(
4
)
$
(
19
)
$
(
81
)
$
8
$
(
72
)
———————————————
(a)
Reclassified to interest expense in NEE's condensed consolidated statements of income. See Note 2 – Income Statement Impact of Derivative Instruments.
(b)
Reclassified to gains on disposal of investments and other property – net in NEE's condensed consolidated statements of income.
11.
Summary of Significant Accounting and Reporting Policies
Rate Regulation
– In February 2026, the Office of Public Counsel, Floridians Against Increased Rates, Inc. and, as a group, Florida Rising, Inc., Environmental Confederation of Southwest Florida, Inc. and League of United Latin American Citizens of Florida (collectively, the non-signatories) filed with the FPSC a joint motion for reconsideration and a joint request for oral argument, and filed notices of appeal with the Florida Supreme Court, in each case challenging the FPSC's final order approving the 2025 rate agreement. In April 2026, the FPSC denied substantially all of the non-signatories' joint motion for reconsideration, granting only a limited correction to expand on the discussion of FPL's performance under the Florida Energy Efficiency and Conservation Act in the final order. In May 2026, notices of appeal were filed with the Florida Supreme Court challenging the FPSC's order denying reconsideration of the FPSC's final order approving the 2025 rate agreement. In June 2026, the Florida Supreme Court consolidated the appeals into a single proceeding. The rate case docket will remain open pending resolution of the consolidated appeal before the Florida Supreme Court.
The use of RSM for the three and nine months ended September 30, 2026 is permitted by the 2025 rate agreement, and, for the prior year periods the use of reserve amortization was permitted by the 2021 rate agreement. The RSM reserve, which is authorized up to approximately $
1.5
billion, after tax, over the term of the 2025 rate agreement, includes ITC amortization for battery storage projects placed in service in 2025, the remaining balance from FPL's previous reserve amortization mechanism as of January 1, 2026 and certain amounts related to deferred tax liabilities. In accordance with the terms of the 2025 rate agreement, RSM amortization is recorded as either an increase or decrease to noncurrent regulatory assets or liabilities, as applicable, on NEE’s and FPL’s condensed consolidated balance sheets. In accordance with the terms of the 2021 rate agreement, reserve amortization was recorded as either an increase or decrease to noncurrent regulatory assets on NEE's and FPL's condensed consolidated balance sheets. FPL files a twelve-month forecast with the FPSC each year which contains a regulatory ROE intended to be earned based on the best information FPL has at that time, assuming normal weather. This forecast establishes a targeted regulatory ROE.
37
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
In order to earn a targeted regulatory ROE in each reporting period, subject to conditions of the effective rate agreement, RSM amortization and reserve amortization, as applicable, are calculated using a trailing thirteen-month average of retail rate base and capital structure in conjunction with the trailing twelve months regulatory retail base net operating income, which primarily includes the retail base portion of base and other revenues, net of O&M, depreciation and amortization, interest and tax expenses. In general, the net impact of these income statement line items is adjusted, in part, by the RSM amortization or reserve amortization, as applicable, to earn the targeted regulatory ROE. In certain periods, the RSM amortization or reserve amortization, as applicable, are reversed so as not to exceed the targeted regulatory ROE. During the three months ended September 30, 2026, FPL recorded the reversal of RSM amortization of approximately $
172
million, after tax, which is reflected as an increase of $
126
million in income taxes and an increase of $
62
million in depreciation and amortization expense ($
46
million after tax) in NEE and FPL’s condensed consolidated statements of income. During the nine months ended September 30, 2026, FPL recorded RSM amortization of approximately $
24
million, after tax, which is reflected as a decrease of $
24
million in income taxes in NEE and FPL’s condensed consolidated statements of income. During the three and nine months ended September 30, 2025, FPL recorded the reversal of reserve amortization of approximately $
218
million and reserve amortization of $
423
million, respectively, which are reflected as pre-tax depreciation and amortization expense on NEE and FPL’s condensed consolidated statements of income.
Storm Cost Recovery
– In October 2026, Hurricane Isaias made landfall near the Florida panhandle causing damage to FPL's service territory. Although FPL has not finalized its storm restoration costs with respect to Hurricane Isaias, FPL's preliminary estimate of total recoverable storm restoration costs is in the range of approximately $
450
million - $
500
million. Storm restoration costs that exceed the amount in FPL’s storm reserve, which totaled approximately $
119
million as of September 30, 2026, will be deferred and recorded as a regulatory asset on NEE’s and FPL’s balance sheets.
Under the 2025 rate agreement, future storm restoration costs are recoverable on an interim basis beginning
60
days from the filing of a cost recovery petition, but capped at an amount that produces a surcharge of no more than $
5
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, inclusive of the costs to replenish the storm reserve, exceed the cap, FPL could request an increase to the $
5
surcharge. Final storm restoration costs are subject to a prudence review by the FPSC. FPL intends to seek recovery of eligible storm restoration costs and replenishment of the storm reserve in accordance with the 2025 rate agreement.
Restricted Cash
– As of September 30, 2026 and December 31, 2025, NEE had approximately $
283
million ($
40
million for FPL) and $
194
million ($
46
million for FPL), respectively, of restricted cash. Restricted cash accounts are included in current other assets on NEE's and FPL's condensed consolidated balance sheets and primarily relate to debt service payments and margin cash collateral requirements at NEER and restricted bond proceeds at FPL. In addition, where offsetting positions exist, restricted cash related to margin cash collateral of $
29
million is netted against derivative assets and $
100
million is netted against derivative liabilities as of September 30, 2026 and $
50
million is netted against derivative assets and $
81
million is netted against derivative liabilities as of December 31, 2025. See Note 2.
Structured Payables
–
As of September 30, 2026 and December 31, 2025, NEE's outstanding obligations under its structured payables program were approximately $
2.7
billion and $
4.2
billion, respectively.
Income Taxes
–
Clean energy tax credits generated during the taxable year can be transferred to an unrelated purchaser for cash and are accounted for under
Accounting Standards Codification 740 – Income Taxes
. Proceeds resulting from the sales of clean energy tax credits for the nine months ended September 30, 2026 and 2025 of approximately $
1,684
million ($
169
million at FPL) and $
766
million ($
0
million at FPL), respectively, are reported in the cash received for income taxes – net within the supplemental disclosures of cash flow information on NEE's and FPL's condensed consolidated statements of cash flows. In connection with entering into the agreements to sell clean energy tax credits, NEECH provides certain indemnifications to the purchasers regarding the existence and qualifications of such credits. NEE has not recorded any material liability related to these indemnifications after considering the nature of the indemnifications and NEE’s experience in generating and utilizing clean energy tax credits. NEE's exposure to refund credits sold generally terminates based on the individual purchaser’s tax return statute of limitations which cannot be estimated.
38
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Differential Membership Interests
– As of September 30, 2026 and December 31, 2025, approximately $
9,685
million and $
10,654
million, respectively, of noncontrolling interests on NEE's condensed consolidated balance sheets relate to differential membership interests. For the three months ended September 30, 2026 and 2025, NEE recorded earnings of approximately $
412
million and $
309
million, respectively, and for the nine months ended September 30, 2026 and 2025 approximately $
1,459
million and $
1,120
million, respectively, associated with differential membership interests, which are reflected as net loss attributable to noncontrolling interests in NEE's condensed consolidated statements of income.
Project Minority Interests
– In September 2026, certain subsidiaries of NextEra Energy Resources sold noncontrolling membership interests in entities that have ownership interests in wind generation, solar generation and battery storage facilities (see Note 7 - NEER) to third party investors for proceeds totaling $
1,559
million. The project minority investors provide capital to the projects and receive a disproportionate share of the projects' earnings and cash flows during certain periods until they achieve a targeted return. NEE has the right to call certain third-party interests at specified amounts upon achievement of the targeted return or during specified periods. The earnings allocated to the project minority investors are reflected as a reduction of earnings attributable to NEE.
As of September 30, 2026, approximately $
414
million and $
1,145
million of noncontrolling interests and redeemable noncontrolling interests, respectively, (see Redeemable Noncontrolling Interests discussion below) on NEE's condensed consolidated balance sheets relate to project minority interests.
Redeemable Noncontrolling Interests
– Certain of the agreements related to project minority and differential membership interests arrangements provide investors with redemption rights upon the occurrence of specified events, including, among others, events that would delay completion or result in the cancellation of an underlying project. As these potential redemptions are outside of NEER’s control, these balances were classified as redeemable noncontrolling interests on NEE's condensed consolidated balance sheet as of September 30, 2026. Substantially all of the contingencies associated with the September 30, 2026 balance are expected to be resolved in 2026 and 2027.
Leases
– For the three months ended September 30, 2026 and 2025, operating lease income of approximately $
113
million and $
82
million, respectively, and for the nine months ended September 30, 2026 and 2025, $
329
million and $
200
million, respectively, was recognized as operating revenue in NEE's condensed consolidated statements of income.
Disposal of a Business
– In March 2026, a subsidiary of NEET sold an ownership interest, representing an approximately
50
% economic interest, as part of a joint venture (transmission joint venture), consisting of a rate-regulated electric transmission asset located in California, for cash proceeds of approximately $
287
million, subject to post-closing adjustments. A NEET subsidiary continues to operate the rate-regulated electric transmission asset included in the sale. In connection with the sale and extinguishment of the related debt, a net gain of approximately $
133
million ($
107
million after tax) was recorded in NEE's condensed consolidated statements of income for the nine months ended September 30, 2026. Approximately $
253
million is included in gains on disposal of businesses/assets – net, offset by $
120
million recorded as interest expense. Total assets of approximately $
831
million, primarily property, plant and equipment and total liabilities of approximately $
512
million, primarily long-term debt, were removed from NEE's balance sheet and an equity method investment of approximately $
287
million was recorded as a result of the transaction. NEE's remaining interest, an approximately
50
% economic interest, in the transmission joint venture is a noncontrolling interest based on the governance structure of the joint venture. The fair value of NEE's retained interest was calculated based on significant estimates and assumptions, including Level 3 (unobservable) inputs. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices.
Environmental Credits
– In May 2026, the Financial Accounting Standards Board issued an accounting standards update related to environmental credits (such as renewable energy credits) and environmental credit obligations. The update provides recognition, measurement, presentation and disclosure requirements for all entities that generate, purchase or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The standards update will be effective for NEE and FPL beginning January 1, 2028. The requirements will be applied retrospectively with early adoption permitted. NEE and FPL are currently evaluating the effect of adopting this update on their consolidated financial statements.
39
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Property, Plant and Equipment
– Property, plant and equipment consists of the following:
NEE
FPL
September 30, 2026
December 31, 2025
September 30, 2026
December 31, 2025
(millions)
Electric plant in service and other property
$
183,745
$
170,129
$
100,116
$
94,837
Nuclear fuel
2,095
2,026
1,290
1,201
Construction work in progress
34,741
24,556
9,294
7,673
Property, plant and equipment, gross
220,581
196,711
110,700
103,711
Accumulated depreciation and amortization
(
43,503
)
(
40,514
)
(
23,291
)
(
21,956
)
Property, plant and equipment – net
$
177,078
$
156,197
$
87,409
$
81,755
During the three months ended September 30, 2026 and 2025, FPL recorded AFUDC of approximately $
83
million and $
60
million, respectively, including AFUDC – equity of $
63
million and $
46
million, respectively. During the nine months ended September 30, 2026 and 2025, FPL recorded AFUDC of approximately $
223
million and $
159
million, respectively, including AFUDC – equity of $
171
million and $
123
million, respectively. During the three months ended September 30, 2026 and 2025, NEER capitalized interest on construction projects of approximately $
281
million and $
179
million, respectively. During the nine months ended September 30, 2026 and 2025, NEER capitalized interest on construction projects of approximately $
683
million and $
477
million, respectively.
12.
Commitments and Contingencies
Commitments
– NEE and its subsidiaries have made commitments in connection with a portion of their projected capital expenditures. Capital expenditures at FPL include, among other things, the cost for construction of additional facilities and equipment to meet customer demand, as well as capital improvements to and maintenance of existing facilities. At NEER, capital expenditures include, among other things, the cost, including capitalized interest, for development, construction and maintenance of its competitive energy businesses.
As of September 30, 2026, estimated capital expenditures, on an accrual basis, for the remainder of 2026 through 2030 were as follows:
Remainder of 2026
2027
2028
2029
2030
Total
(millions)
FPL:
Generation:
(a)
New
(b)
$
1,460
$
4,330
$
4,010
$
4,820
$
4,225
$
18,845
Existing
345
1,360
1,300
1,300
1,350
5,655
Transmission and distribution
(c)
1,215
4,910
4,775
5,900
6,720
23,520
Nuclear fuel
130
350
460
400
380
1,720
General and other
490
755
740
665
620
3,270
Total
$
3,640
$
11,705
$
11,285
$
13,085
$
13,295
$
53,010
NEER:
(d)
Wind
(e)
$
200
$
1,560
$
2,805
$
110
$
90
$
4,765
Solar
(f)
2,980
7,600
4,085
195
280
15,140
Other clean energy
(g)
1,575
5,665
2,420
85
660
10,405
Nuclear, including nuclear fuel
285
1,110
875
500
460
3,230
Regulated electric and gas transmission
(h)
380
1,265
1,015
1,200
2,110
5,970
Other
290
520
375
405
415
2,005
Total
$
5,710
$
17,720
$
11,575
$
2,495
$
4,015
$
41,515
———————————————
(a)
Includes AFUDC of approximately $
50
million, $
265
million, $
245
million, $
275
million and $
235
million for the remainder of 2026 through 2030, respectively.
(b)
Includes land, generation structures, transmission interconnection and integration and licensing.
(c)
Includes AFUDC of approximately $
20
million, $
95
million, $
105
million, $
165
million and $
160
million for the remainder of 2026 through 2030, respectively.
(d)
Represents capital expenditures for which applicable internal approvals and also, if required, regulatory approvals have been received.
(e)
Consists of capital expenditures for new wind projects and repowering of existing wind projects totaling approximately
3,486
MW, and related transmission.
(f)
Includes capital expenditures for new solar projects (including solar plus battery storage projects) totaling approximately
15,877
MW and related transmission.
(g)
Includes capital expenditures primarily for battery storage projects totaling approximately
8,237
MW and related transmission, as well as renewable fuels projects.
(h)
Includes equity contributions associated with an equity investment in a joint venture that is constructing a natural gas pipeline. The natural gas pipeline is pending environmental permitting approvals to proceed with construction.
40
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
The above estimates are subject to continuing review and adjustment and actual capital expenditures may vary significantly from these estimates.
In addition to guarantees noted in Note 6 with regards to XPLR, NEECH has guaranteed or provided indemnifications or letters of credit related to third parties, including certain obligations of investments in joint ventures accounted for under the equity method, totaling approximately $
849
million as of September 30, 2026. These obligations primarily relate to guaranteeing the obligations under equity capital contribution and purchased power agreements and the residual value of a financing lease. Payment guarantees and related contracts with respect to unconsolidated entities for which NEE or one of its subsidiaries is the guarantor are recorded at fair value and are included in noncurrent other liabilities on NEE’s condensed consolidated balance sheets. Management believes that the exposure associated with these guarantees is not material.
Contracts
– In addition to the commitments made in connection with the estimated capital expenditures included in the table in Commitments above, FPL has firm commitments under long-term contracts primarily for the transportation of natural gas with expiration dates through 2051.
As of September 30, 2026, NEER has entered into contracts primarily for the purchase of wind turbines, wind towers, solar modules, batteries and transmission equipment and related construction and development activities, as well as for the supply of uranium, and the conversion, enrichment and fabrication of nuclear fuel with expiration dates through 2033. Approximately $
10.0
billion of related commitments are included in the estimated capital expenditures table in Commitments above. In addition, NEER has contracts primarily for the transportation and storage of natural gas with expiration dates through 2055.
The required capacity and/or minimum payments under contracts, including those discussed above, as of September 30, 2026 were estimated as follows:
Remainder of 2026
2027
2028
2029
2030
Thereafter
(millions)
FPL
(a)
$
310
$
1,200
$
1,215
$
1,225
$
1,265
$
8,905
NEER
(b)(c)(d)
$
3,910
$
5,240
$
1,000
$
430
$
200
$
530
———————————————
(a)
Includes approximately $
110
million, $
430
million, $
430
million, $
425
million, $
425
million and $
4,540
million for the remainder of 2026 through 2030 and thereafter, respectively, of firm commitments related to natural gas transportation agreements with affiliates. The charges associated with these agreements are recoverable through the fuel clause. For the three and nine months ended September 30, 2026, the charges associated with these agreements totaled approximately $
109
million and $
317
million, respectively. For the three and nine months ended September 30, 2025, the charges associated with these agreements totaled approximately $
104
million and $
308
million, respectively.
(b)
Includes approximately $
50
million, $
95
million, $
180
million, $
185
million and $
15
million for the remainder of 2026 through 2030, respectively, of commitments related to equity contributions associated with a joint venture, in which NEER has a 49% equity investment, that is constructing a natural gas pipeline.
(c)
Includes approximately $
140
million of commitments to invest in technology and other investments through 2032. See Note 7 – Other.
(d)
Includes approximately $
1,710
million, $
1,015
million and $
145
million for the remainder of 2026, 2027 and 2028, respectively, of joint obligations of NEECH and NEER.
Insurance
– Liability for accidents at nuclear power plants is governed by the Price-Anderson Act, which limits the liability of nuclear reactor owners to the amount of insurance available from both private sources and an industry retrospective payment plan. In accordance with this Act, NEE maintains $
500
million of private liability insurance per site, which is the maximum obtainable, except at Duane Arnold which obtained an exemption from the NRC and maintains a $
100
million private liability insurance limit. Each site, except Duane Arnold, participates in a secondary financial protection system, which provides up to $
15.8
billion of liability insurance coverage per incident at any nuclear reactor in the U.S. Under the secondary financial protection system, NEE is subject to retrospective assessments of up to $
1,161
million ($
664
million for FPL), plus any applicable taxes, per incident at any nuclear reactor in the U.S., payable at a rate not to exceed $
173
million ($
99
million for FPL) per incident per year. NextEra Energy Resources and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook and St. Lucie Unit 2, which approximates $
20
million and $
25
million, plus any applicable taxes, per incident, respectively.
NEE participates in a nuclear insurance mutual company, Nuclear Electric Insurance Limited (NEIL), which provides property damage, nuclear accident decontamination and premature decommissioning insurance for each plant for losses resulting from damage to its nuclear facilities, either due to accidents or acts of terrorism. Additionally, NEIL provides accidental outage coverage for losses in the event of a major accidental outage at an insured nuclear plant. Pursuant to regulations of the NRC, each company’s property damage insurance policies provide that all proceeds from such insurance be applied first to place the plant in a safe and stable condition after a qualifying accident, and second, to decontaminate the plant before any proceeds can be used for decommissioning, plant repair or restoration.
41
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
NEE and FPL nuclear facilities each have accident property damage, nuclear accident decontamination and premature decommissioning liability insurance from NEIL with limits of $
1.5
billion, except for Duane Arnold which has a limit of $
50
million due to being placed in a deferred decommissioning status in 2020. All the nuclear facilities, except for Duane Arnold, also share an additional $
1.25
billion nuclear accident insurance limit above their dedicated underlying limit. This shared additional excess limit is not subject to reinstatement in the event of a loss. All coverages are subject to sublimits and deductibles.
NEE also participates in an insurance program that provides limited coverage for replacement power costs if a nuclear plant is out of service for an extended period of time because of an accident. In the event of an accident at one of NEE's or another participating insured's nuclear plants, NEE could be assessed up to $
183
million ($
115
million for FPL), plus any applicable taxes, in retrospective premiums in a policy year. NextEra Energy Resources and FPL are contractually entitled to recover a proportionate share of such assessments from the owners of minority interests in Seabrook, Duane Arnold and St. Lucie Unit 2, which approximates $
3
million, $
3
million and $
4
million, plus any applicable taxes, respectively.
Due to the high cost and limited coverage available from third-party insurers, NEE does not have property insurance coverage for a substantial portion of either its transmission and distribution property or natural gas pipeline assets. If FPL's storm restoration costs exceed the storm reserve, such storm restoration costs may be recovered, subject to prudence review by the FPSC, through surcharges approved by the FPSC or through securitization provisions pursuant to Florida law.
In the event of a loss, the amount of insurance available might not be adequate to cover property damage and other expenses incurred. Uninsured losses and other expenses, to the extent not recovered from customers in the case of FPL, would be borne by NEE and FPL and could have a material adverse effect on NEE's and FPL's financial condition, results of operations and liquidity.
Legal Proceedings
– NEE, FPL, and certain current and former executives, are the named defendants in a purported shareholder securities class action lawsuit filed in the U.S. District Court for the Southern District of Florida in June 2023 and amended in December 2023 (2023 securities class action lawsuit) that seeks from the defendants unspecified damages allegedly resulting from alleged false or misleading statements regarding NEE's alleged campaign finance and other political activities. The alleged class of plaintiffs are all persons or entities who purchased or otherwise acquired NEE securities between December 2, 2021 and January 30, 2023. In September 2024, the class action lawsuit was dismissed with prejudice by the U.S. District Court for the Southern District of Florida. Following appeal, in November 2025, a panel of the U.S. Court of Appeals for the 11th Circuit reversed the dismissal and remanded the lawsuit for further proceedings. In June 2026, the named defendants and lead plaintiffs entered into a settlement agreement that, upon final court approval, would resolve the 2023 securities class action lawsuit. Under the terms of the settlement agreement, NEE would pay an aggregate of $
150
million to settle all claims asserted in the 2023 securities class action lawsuit, inclusive of plaintiffs’ counsel’s fees and costs of administering the settlement. NEE’s payment would be covered by insurance. Both the settlement amount and the offsetting expected insurance recovery amount are reflected on the condensed consolidated balance sheet as of September 30, 2026.
In June 2026, the plaintiffs filed a motion requesting the court to preliminarily approve the settlement agreement. In August 2026, the court denied the motion without prejudice, requesting additional information. In October 2026, the parties filed a renewed motion. There can be no assurance as to the ultimate outcome of the 2023 securities class action lawsuit, including no assurance that the settlement agreement will be given final approval by the court. If the settlement agreement is not given final approval by the court, the defendants plan to continue to defend the securities class action lawsuit vigorously.
NEE, along with certain current and former executives and directors are the named defendants in purported shareholder derivative actions filed in the 15th Judicial Circuit in Palm Beach County, Florida in July 2023, March 2024 and May 2025, and in the U.S. District Court for the Southern District of Florida in October 2023, November 2023 (which the plaintiff voluntarily dismissed), July 2024 and April 2026 (which the court dismissed without prejudice), seeking unspecified damages allegedly resulting from, among other things, breaches of fiduciary duties and, in the cases filed in the U.S. District Court for the Southern District of Florida, violations of the federal securities laws, all purporting to relate to alleged campaign finance law violations and associated matters. NEE also has received demand letters and books and records requests from counsel representing other purported shareholders and containing similar allegations. These demands seek, among other things, a Board of Directors investigation of, and/or documentation regarding, these allegations. In June 2026, the parties entered into a settlement agreement that, upon final court approval, would resolve the purported shareholder derivative actions and the related shareholder litigation demands and inspection demands. Under the terms of the settlement agreement, insurance carriers, on behalf of the named defendants, would pay to NEE an aggregate of approximately $
16
million, less plaintiffs' and shareholders' counsel's fees, to settle all claims asserted in the purported shareholder derivative actions, litigation demands and inspection demands. NEE’s payment would be covered by insurance. In addition, NEE would agree to implement or maintain certain corporate governance modifications or activities. Both the aggregate settlement amount and the offsetting expected insurance recovery amount are reflected on the condensed consolidated balance sheet as of September 30, 2026.
42
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
In June 2026, the plaintiffs filed a motion in one of the shareholder derivative actions requesting the 15th Judicial Circuit court in Palm Beach County, Florida to preliminarily approve the settlement agreement. In September 2026, the court authorized notice of the settlement to shareholders and scheduled a settlement hearing for December 2026. There can be no assurance as to the ultimate outcome of the purported shareholder derivative actions or the related litigation and inspection demands, including no assurance that the settlement agreement will be given final approval by the court. If the settlement agreement is not given final approval by the court, the defendants plan to continue to defend against the claims in these proceedings vigorously.
In November 2024, NEE was named as defendant in an antitrust lawsuit (Avangrid, Inc. et al. v. NextEra Energy, Inc.) filed in the U.S. District Court for the District of Massachusetts. The original complaint sought damages of $
350
million, which would be tripled in the event of a finding of monopolization under the Sherman Act, from the defendants for alleged violations of federal and state antitrust laws, as well as Massachusetts state laws. In September 2025, the U.S. District Court for the District of Massachusetts dismissed the alleged violations of federal and state antitrust laws. In December 2025, the court heard oral argument on NEE's motion to dismiss the remaining Massachusetts state law claims. NEE is vigorously defending against the remaining claims in this proceeding.
XPLR, NEE and certain NEE executives who also serve or served as directors or officers of XPLR are the named defendants in a purported federal securities class action lawsuit filed in the U.S. District Court for the Southern District of California (Southern District of California) in July 2025 that seeks unspecified damages alleging that the defendants made false and misleading statements regarding XPLR's business model, XPLR distributions and arrangements relating to noncontrolling Class B members' interests under certain limited liability company agreements to which XPLR and certain of its subsidiaries are or were a party. The alleged class includes all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities between September 27, 2023 and January 27, 2025. In January 2026, the plaintiff filed an amended complaint expanding the putative class period to include all persons or entities other than the defendants and certain affiliated parties of the defendants as named in the lawsuit who purchased or otherwise acquired XPLR securities beginning on May 8, 2023. In March 2026, the defendants filed a motion to dismiss the complaint, which remains pending. The defendants are vigorously defending against the claims in this proceeding.
XPLR, NEE and certain current and former XPLR directors or officers, some of whom are also current and former NEE executives, are the named defendants in a purported unitholder derivative action filed in the Southern District of California in August 2025. The complaint alleges, among other allegations, that defendants breached their fiduciary duties by making, or causing XPLR to make, false and misleading statements regarding XPLR's business model, distributions, financial arrangements and equity needs. The plaintiff seeks declaratory and monetary relief, changes to corporate governance and internal procedures, and attorneys’ fees and costs. In November 2025, the Southern District of California issued an order to stay proceedings pending resolution of the motion to dismiss phase in the purported federal securities class action lawsuit described above.
13.
Segment Information
The tables below present information for NEE's
two
reportable segments, FPL, a rate-regulated utility business, and NEER, which is comprised of competitive energy and rate-regulated transmission businesses. Corporate and Other represents other business activities, includes eliminating entries, and may include the net effect of rounding. FPL has a single reportable segment. See Note 1 for information regarding NEE's and FPL's operating revenues.
43
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Net income attributable to NEE and significant expenses for NEE's reportable segments and the FPL reportable segment are shown below.
Three Months Ended September 30, 2026
Three Months Ended September 30, 2025
FPL
NEER
Total
FPL
NEER
Total
(millions)
Operating revenues
$
5,421
$
2,516
$
7,937
$
5,285
$
2,566
$
7,851
Corporate and Other
153
115
Total consolidated revenues
$
8,090
$
7,966
Less:
Fuel, purchased power and interchange
1,277
422
1,124
299
Other operations and maintenance
437
810
432
810
Depreciation and amortization
875
761
1,385
695
Taxes other than income taxes and other – net
598
(a)
114
547
103
Interest expense
348
(
49
)
(b)
320
405
(b)
Income tax expense (benefit)
(c)
329
(
248
)
52
(
205
)
Other segment items
(d)
63
785
38
816
Net income attributable to NEE for reportable segments
1,620
1,491
3,111
1,463
1,275
2,738
Reconciliation of segment profit/(loss)
Corporate and Other
1,664
(
300
)
Net income attributable to NEE
$
1,620
$
1,491
$
4,775
$
1,463
$
1,275
$
2,438
_________________________
(a)
FPL's income statement line for taxes other than income taxes and other – net includes gains on disposal of businesses/assets – net.
(b)
Interest expense allocated from NEECH to NextEra Energy Resources is based on a deemed capital structure of
70
% debt and differential membership interests sold by NextEra Energy Resources' subsidiaries. Residual NEECH corporate interest expense is included in Corporate and Other.
(c)
Includes amounts that were recognized based on the tax sharing agreement with NEE. See Note 4.
(d)
Other segment items for each reportable segment include:
FPL – Allowance for equity funds used during construction and other – net
NEER – Gains on disposal of businesses/assets – net, equity in earnings (losses) of equity method investees, allowance for equity funds used during construction, gains on disposal of investments and other property – net, change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds – net, other – net and net loss attributable to noncontrolling interests
Nine Months Ended September 30, 2026
Nine Months Ended September 30, 2025
FPL
NEER
Total
FPL
NEER
Total
(millions)
Operating revenues
$
14,588
$
7,360
$
21,948
$
13,989
$
6,643
$
20,632
Corporate and Other
377
280
Total consolidated revenues
$
22,325
$
20,912
Less:
Fuel, purchased power and interchange
3,349
1,054
3,006
766
Other operations and maintenance
1,240
2,557
1,254
2,126
Depreciation and amortization
2,568
2,164
2,873
2,043
Taxes other than income taxes and other – net
1,646
(a)
358
1,544
(a)
328
Interest expense
1,035
785
(b)
964
1,367
(b)
Income tax expense (benefit)
(c)
432
(
848
)
431
(
1,073
)
Other segment items
(d)
175
2,853
137
1,344
Net income attributable to NEE for reportable segments
4,493
4,143
$
8,636
4,054
2,430
$
6,484
Reconciliation of segment profit/(loss)
Corporate and Other
1,466
(
1,184
)
Net income attributable to NEE
$
4,493
$
4,143
$
10,102
$
4,054
$
2,430
$
5,300
_________________________
(a)
FPL's income statement line for taxes other than income taxes and other – net includes gains on disposal of businesses/assets – net.
(b)
Interest expense allocated from NEECH to NextEra Energy Resources is based on a deemed capital structure of
70
% debt and differential membership interests sold by NextEra Energy Resources' subsidiaries. Residual NEECH corporate interest expense is included in Corporate and Other.
(c)
Includes amounts that were recognized based on the tax sharing agreement with NEE. See Note 4.
(d)
Other segment items for each reportable segment include:
FPL – Allowance for equity funds used during construction and other – net
NEER – Gains on disposal of businesses/assets – net, equity in earnings (losses) of equity method investees, allowance for equity funds used during construction, gains on disposal of investments and other property – net, change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds – net, other – net and net loss attributable to noncontrolling interests
44
NEXTERA ENERGY, INC. AND FLORIDA POWER & LIGHT COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(unaudited)
NEE's and FPL's additional segment information is as follows:
FPL
NEER
Total Reportable Segments
Corporate and Other
Total
Consolidated
(millions)
Three Months Ended September 30, 2026
Equity in earnings of equity method investees
$
—
$
293
$
293
$
—
$
293
Net loss attributable to noncontrolling interests
$
—
$
408
$
408
$
—
$
408
Nine Months Ended September 30, 2026
Equity in earnings of equity method investees
$
—
$
795
$
795
$
1
$
796
Net loss attributable to noncontrolling interests
$
—
$
1,425
$
1,425
$
—
$
1,425
Capital expenditures, independent power and other investments and nuclear fuel purchases
$
8,322
$
19,223
$
27,545
$
9
$
27,554
September 30, 2026
Property, plant and equipment – net
$
87,409
$
89,527
$
176,936
$
142
$
177,078
Total assets
$
113,888
$
123,040
$
236,928
$
8,124
$
245,052
Investment in equity method investees
$
—
$
6,067
$
6,067
$
20
$
6,087
FPL
NEER
Total Reportable Segments
Corporate and Other
Total
Consolidated
(millions)
Three Months Ended September 30, 2025
Equity in earnings of equity method investees
$
—
$
195
$
195
$
9
$
204
Net loss attributable to noncontrolling interests
$
—
$
303
$
303
$
—
$
303
Nine Months Ended September 30, 2025
Equity in earnings (losses) of equity method investees
$
—
$
(
275
)
$
(
275
)
$
9
$
(
266
)
Net loss attributable to noncontrolling interests
$
—
$
1,061
$
1,061
$
—
$
1,061
Capital expenditures, independent power and other investments and nuclear fuel purchases
$
6,859
$
12,464
$
19,323
$
5
$
19,328
December 31, 2025
Property, plant and equipment – net
$
81,755
$
74,287
$
156,042
$
155
$
156,197
Total assets
$
105,158
$
103,528
$
208,686
$
4,035
$
212,721
Investment in equity method investees
$
—
$
5,509
$
5,509
$
19
$
5,528
45
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
NEE’s operating performance is driven primarily by the operations of its two principal businesses, FPL, which serves more than six million customer accounts in Florida and is the largest electric utility in the U.S., and NEER, which together with affiliated entities is one of the largest energy infrastructure developers in the U.S. The table below presents net income (loss) attributable to NEE and earnings (loss) p
er share attributable to
NEE
, assuming dilution, by reportable segment,
FPL
and
NEER
.
Corporate and Other is primarily comprised of the operating results of other business activities, as well as other income and expense items, including interest expense, and eliminating entries, and may include the net effect of rounding. See Note 13 for additional segment information. The foll
owing discussions should be read in conjunction with the Notes to Condensed Consolidated Financial Statements contained herein
and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2025 Form 10‑K. The results of operations for an interim period generally will not give a true indication of results for the year.
In the following discussions, all comparisons are with the corresponding items in the prior year periods.
Net Income (Loss)
Attributable to NEE
Earnings (Loss)
Per Share Attributable to NEE,
Assuming Dilution
Net Income (Loss) Attributable to NEE
Earnings (Loss)
Per Share Attributable to NEE,
Assuming Dilution
Three Months Ended September 30,
Three Months Ended September 30,
Nine Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
2026
2025
2026
2025
(millions)
(millions)
FPL
$
1,620
$
1,463
$
0.77
$
0.71
$
4,493
$
4,054
$
2.15
$
1.96
NEER
(a)
1,491
1,275
0.71
0.62
4,143
2,430
1.98
1.18
Corporate and Other
1,664
(300)
0.80
(0.15)
1,466
(1,184)
0.69
(0.57)
NEE
$
4,775
$
2,438
$
2.28
$
1.18
$
10,102
$
5,300
$
4.82
$
2.57
———————————————
(a)    NEER’s results reflect an allocation of interest expense from NEECH to NextEra Energy Resources based on a deemed capital structure of 70% debt and differential membership interests sold by NextEra Energy Resources' subsidiaries.
Adjusted Earnings
NEE prepares its financial statements under GAAP. However, management also uses earnings adjusted for certain items (adjusted earnings), a non-GAAP financial measure, internally for financial planning, analysis of performance, reporting of results to the Board of Directors and as an input in determining performance-based compensation under NEE’s employee incentive compensation plans. NEE also uses adjusted earnings when communicating its financial results and earnings outlook to analysts and investors. NEE’s management believes that adjusted earnings provide a more meaningful representation of NEE's fundamental earnings power. Although these amounts are properly reflected in the determination of net income under GAAP, management believes that the amount and/or nature of such items make period to period comparisons of operations difficult and potentially confusing. Adjusted earnings do not represent a substitute for net income, as prepared under GAAP.
The following table provides details of the after-tax adjustments to net income considered in computing NEE's adjusted earnings discussed above.
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
2026
2025
(millions)
Net gains (losses) associated with non-qualifying hedge activity
(a)
$
2,246
$
52
$
2,843
$
(649)
XPLR investment gains, net – NEER
(b)
$
(6)
$
(7)
$
(19)
$
(650)
Change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds and OTTI, net – NEER
$
(38)
$
45
$
54
$
50
Merger-related expenses – Corporate and Other
(c)
$
(19)
$
—
$
(50)
$
—
———————————————
(a)    For the three months ended September 30, 2026 and 2025, approximately $288 million and $135 million of gains, respectively, and for the nine months ended September 30, 2026 and 2025, approximately $532 million of gains and $71 million of losses, respectively, are included in NEER's net income; the remaining balance is included in Corporate and Other. The change in non-qualifying hedge activity is primarily attributable to changes in forward power and natural gas prices, interest rates and foreign currency exchange rates, as well as the reversal of previously recognized unrealized mark-to-market gains or losses as the underlying transactions were realized.
(b)    The nine months ended September 30, 2025 includes an impairment charge related to the investment in XPLR. See Note 3 – Nonrecurring Fair Value Measurements.
(c)    See Note 5 – Pending Business Combination.
46
NEE segregates into two categories unrealized mark-to-market gains and losses and timing impacts related to derivative transactions. The first category, referred to as non-qualifying hedges, represents certain energy derivative, interest rate derivative and foreign currency transactions entered into as economic hedges, which do not meet the requirements for hedge accounting, or for which hedge accounting treatment is not elected or has been discontinued. Changes in the fair value of those transactions are marked to market and reported in the condensed consolidated statements of income, resulting in earnings volatility because the economic offset to certain of the positions are generally not marked to market. As a consequence, NEE's net income reflects only the movement in one part of economically-linked transactions. For example, a gain (loss) in the non-qualifying hedge category for certain energy derivatives is offset by decreases (increases) in the fair value of related physical asset positions in the portfolio or contracts, which are not marked to market under GAAP. For this reason, NEE's management views results expressed excluding the impact of the non-qualifying hedges as a meaningful measure of current period performance. The second category, referred to as trading activities, which is included in adjusted earnings, represents the net unrealized effect of actively traded positions entered into to take advantage of expected market price movements and all other commodity hedging activities. At FPL, changes in the fair value of energy derivative transactions are deferred as a regulatory asset or liability until the contracts are settled, and, upon settlement, any gains or losses are passed through the fuel clause or base rates. See Note 2.
RESULTS OF OPERATIONS
Summary
Net income attributable to NEE increased $2,337 million and $4,802 million for the three and nine months ended September 30, 2026, respectively, reflecting higher results at FPL, NEER and Corporate and Other.
FPL's increase in net income for the three and nine months ended September 30, 2026 was primarily driven by continued investments in plant in service and other property.
NEER's results increased for the three months ended September 30, 2026 primarily reflecting higher earnings from new investments and existing energy assets as well as favorable non-qualifying hedge activity compared to 2025. NEER's results increased for the nine months ended September 30, 2026 primarily reflecting the absence of an impairment charge related to the investment in XPLR recorded in 2025, favorable non-qualifying hedge activity compared to 2025 and higher earnings from new investments.
Corporate and Other's results increased for the three and nine months ended September 30, 2026 primarily due to favorable non-qualifying hedge activity compared to 2025, partly offset by higher interest expense driven by higher average debt balances.
NEE's effective income tax rates for the three months ended September 30, 2026 and 2025 were approximately 13% and (13)%, respectively, and for the nine months ended September 30, 2026 and 2025 were 1% and (32)%, respectively. See Note 4 for a discussion of NEE's and FPL's effective income tax rates.
A number of legislative, executive and administrative activities occurred in 2025 and 2026 that affect NEE and FPL including 1) the enactment of the One Big Beautiful Bill Act (OBBBA) which, among other things, modified tax legislation affecting clean energy tax credits, 2) the issuance of a number of federal executive orders and presidential actions, 3) the imposition of tariffs on a variety of imports and 4) the issuance of guidance by various federal agencies. A number of similar activities remain pending or are in various phases of implementation, such as certain Treasury Department rulemaking authorized by the OBBBA, trade investigations that may lead to additional tariffs or place limitations on imports of certain materials, ordered reviews of, or process or policy changes with respect to, federal permitting and approvals for wind and solar projects and proposals by regional transmission operators regarding the process for interconnecting new generation projects to certain regional transmission grids that have been approved by FERC. There has been no material impact on NEE's or FPL's operations or financial performance as a result of these developments and NEE believes that its current pipeline of wind and solar facilities to be placed in service through 2030 will qualify for clean energy tax credits. NEE will assess any further developments for potential impacts in future periods.
In May 2026, NEE and Dominion Energy entered into a merger agreement. See Note 5 – Pending Business Combination.
FPL: Results of Operations
FPL's net income increased $157 million and $439 million for the three and nine months ended September 30, 2026, respectively. Investments in plant in service and other property grew FPL's average rate base by approximately $6.8 billion and $6.6 billion for the three and nine months ended September 30, 2026, respectively, when compared to the same periods in the prior year, reflecting, among other things, solar generation additions and ongoing transmission and distribution additions.
The use of RSM for the three and nine months ended September 30, 2026 is permitted by the 2025 rate agreement, and, for the prior year periods, the use of reserve amortization was permitted by the 2021 rate agreement. The RSM reserve, which is authorized up to approximately $1.5 billion, after tax, over the term of the 2025 rate agreement, includes ITC amortization for battery storage projects placed in service in 2025, the remaining balance from FPL's previous reserve amortization mechanism as of January 1, 2026 and certain amounts related to deferred tax liabilities.
47
In order to earn a targeted regulatory ROE in each reporting period, subject to conditions of the effective rate agreement, RSM amortization and reserve amortization, as applicable, are calculated using a trailing thirteen-month average of retail rate base and capital structure in conjunction with the trailing twelve months regulatory retail base net operating income, which primarily includes the retail base portion of base and other revenues, net of O&M, depreciation and amortization, interest and tax expenses. In general, the net impact of these income statement line items is adjusted, in part, by the RSM amortization or reserve amortization, as applicable, to earn the targeted regulatory ROE. In certain periods, the RSM amortization or reserve amortization, as applicable, are reversed so as not to exceed the targeted regulatory ROE. The drivers of FPL's net income not reflected in the RSM amortization and reserve amortization calculation typically include wholesale and transmission service revenues and expenses, cost recovery clause revenues and expenses, AFUDC – equity and revenue and costs not recoverable from retail customers.
During the three months ended September 30, 2026, FPL recorded the reversal of RSM amortization of approximately $172 million, after tax, reflecting the reversals of ITC and reserve amortization in accordance with the 2025 rate agreement. During the nine months ended September 30, 2026, FPL recorded RSM amortization of approximately $24 million, after tax, reflecting ITC amortization in accordance with the 2025 rate agreement. During the three and nine months ended September 30, 2025, FPL recorded the reversal of pre-tax reserve amortization of approximately $218 million and pre-tax reserve amortization of $423 million, respectively. See Depreciation and Amortization Expense and Income Taxes below. FPL earned a regulatory ROE of approximately 11.80% and 11.70% on its retail rate base, based on a trailing thirteen-month average retail rate base as of September 30, 2026 and September 30, 2025, respectively.
FPL completed a twelve-month storm restoration charge that began in January 2025 for eligible storm restoration costs of approximately $1.2 billion, primarily related to surcharges for Hurricanes Debby, Helene and Milton which impacted FPL's service area in 2024.
In February 2026, the non‑signatories challenged the FPSC’s final order approving the 2025 rate agreement through a motion for reconsideration with the FPSC and appeals with the Florida Supreme Court. In April 2026, the FPSC denied substantially all of the motion for reconsideration, and the matter remains pending before the Florida Supreme Court. In May 2026, notices of appeal were filed with the Florida Supreme Court challenging the FPSC's order denying reconsideration of the FPSC's final order approving the 2025 rate agreement. In June 2026, the Florida Supreme Court consolidated the appeals into a single proceeding. See Note 11 – Rate Regulation.
In October 2026, Hurricane Isaias made landfall near the Florida panhandle causing damage to FPL's service territory. See Note 11 – Storm Cost Recovery.
Operating Revenues
During the three and nine months ended September 30, 2026, operating revenues increased $136 million and $599 million, respectively.
Retail base revenues during the three and nine months ended September 30, 2026 increased by approximately $368 million and $928 million, respectively, reflecting additional revenues of $281 million and $732 million, respectively, related to new retail base rates under the 2025 rate agreement. Retail base revenues for the three and nine months ended September 30, 2026 were also impacted by increases of approximately 1.4% and 1.5%, respectively, in the average number of customer accounts, and by increases of 1.4% and 0.6%, respectively, in the average usage per retail customer driven by favorable weather when compared to the prior year periods.
The increase in operating revenues for the three and nine months ended September 30, 2026 also reflects increases in fuel revenues of approximately $155 million and $361 million, respectively, and for the nine months ended September 30, 2026, an increase in storm protection plan cost recovery clause revenues of $153 million. The increase in operating revenues for the three and nine months ended September 30, 2026 was partly offset by decreases in storm cost recovery revenues of approximately $452 million and $1,009 million, respectively, primarily associated with the completion of surcharges for Hurricanes Debby, Helene and Milton, as discussed above.
Fuel, Purchased Power and Interchange
Fuel, purchased power and interchange expense increased $153 million during the three months ended September 30, 2026 primarily reflecting higher usage and higher net recognition of previously deferred fuel costs as compared to the prior year period. Fuel, purchased power and interchange expense increased $343 million during the nine months ended September 30, 2026 primarily reflecting higher usage and higher net recognition of previously deferred fuel costs as compared to the prior year period.
48
Depreciation and Amortization Expense
Depreciation and amortization expense decreased $510 million during the three months ended September 30, 2026 primarily driven by lower amortization of deferred storm costs of approximately $452 million primarily associated with the completion of the surcharges related to Hurricanes Debby, Helene and Milton, as discussed above, as well as by the impact of the reversal of RSM amortization (reserve amortization in 2025). During the three months ended September 30, 2026, FPL recorded the reversal of pre-tax RSM amortization of approximately $62 million compared to reversal of reserve amortization of $218 million during the three months ended September 30, 2025. The decrease in depreciation and amortization expense during the three months ended September 30, 2026 was partly offset by higher plant in service balances.
Depreciation and amortization expense decreased $305 million during the nine months ended September 30, 2026 primarily driven by lower amortization of deferred storm costs of approximately $1,009 million primarily associated with the completion of the surcharges related to Hurricanes Debby, Helene and Milton, as discussed above. The decrease was partly offset by the impact of RSM amortization (reserve amortization in 2025) as well as higher plant in service balances. During the nine months ended September 30, 2026 and 2025, FPL recorded no pre-tax RSM amortization and reserve amortization of approximately $423 million, respectively.
For the three and nine months ended September 30, 2026, in order to achieve the targeted regulatory ROE, the use or reversal of RSM amortization is permitted by the 2025 rate agreement, and in the prior-year periods, the use or reversal of reserve amortization was permitted by the 2021 rate agreement. See Note 11 – Rate Regulation.
Income Taxes
During the three months ended September 30, 2026, FPL’s income taxes increased $277 million primarily related to the reversal of approximately $126 million of ITC amortization, reversed as part of the RSM, as well as higher pretax income. As of September 30, 2026, approximately $1.5 billion, after tax, of total RSM reserve remains available under the 2025 rate agreement. See Note 11 – Rate Regulation and Note 4.
49
NEER
: Results of Operations
NEER’s results increased $216 million
and
$1,713 million for the three and nine months ended September 30, 2026, respectively. The primary drivers, on an after-tax basis, of the changes are in the following table.
Increase (Decrease)
From Prior Year Period
Three Months Ended September 30, 2026
Nine Months Ended September 30, 2026
(millions)
New investments
(a)
$
186
$
457
Existing energy assets
(a)
108
135
Customer supply
(b)
(75)
(221)
Regulated operations
(c)
(7)
106
Other, including financing costs, corporate general and administrative expenses, asset recycling, state taxes and other investment income
(67)
(2)
Change in non-qualifying hedge activity
(d)
153
603
Change in unrealized gains/losses on equity securities held in nuclear decommissioning funds and OTTI, net
(d)
(83)
4
XPLR investment gains, net
(d)
1
631
Change in NEER's results
$
216
$
1,713
———————————————
(a)    Reflects after-tax project contributions, including the net effect of deferred income taxes and other benefits associated with clean energy tax credits, as applicable, and fees earned from MCOAs but excludes allocation of financing costs and corporate general and administrative expenses, except for an allocated credit support charge related to guarantees issued to conduct business activities. Results from projects are included in new investments during the first twelve months of operation or ownership and fees from MCOAs are included in new investments during the first twelve months such fees are earned. Project results, including repowered wind projects, and fees from MCOAs are included in existing energy assets beginning with the thirteenth month of operation or ownership and of fees earned, respectively.
(b)    Excludes allocation of financing costs and corporate general and administrative expenses, except for an allocated credit support charge related to guarantees issued to conduct business activities and includes natural gas, natural gas liquids and oil production results.
(c)    Includes results from NEET and regulated natural gas transmission assets. Excludes allocation of financing costs and corporate general and administrative expenses, except for an allocated credit support charge related to guarantees issued to conduct business activities.
(d)    See Overview – Adjusted Earnings for additional information.
New Investments
Results from new investments for the three and nine months ended September 30, 2026 increased primarily due to higher earnings related to new wind and solar generation, as well as fees earned from MCOAs.
Existing Energy Assets
Results from existing energy assets for the three months ended September 30, 2026 increased primarily due to higher wind resource as compared to the prior year period.
Other Factors
Supplemental to the primary drivers of the changes in NEER's results discussed above, the discussion below describes changes in certain line items set forth in NEE's condensed consolidated statements of income as they relate to NEER.
Operating Revenues
Operating revenues for the three months ended September 30, 2026 decreased $50 million primarily due to:
•
the impact of non-qualifying commodity hedges due primarily to changes in energy prices (approximately $121 million of losses for the three months ended September 30, 2026 compared to $259 million of gains for the comparable period in 2025);
partly offset by,
•
revenues from new investments of $296 million.
Operating revenues for the nine months ended September 30, 2026 increased $717 million primarily due to:
•
revenues from new investments of approximately $695 million; and
•
higher revenues from existing energy assets of $190 million primarily related to higher generation at certain peak generation facilities driven by favorable weather;
partly offset by,
•
the impact of non-qualifying commodity hedges due primarily to changes in energy prices (approximately $77 million of gains for the nine months ended September 30, 2026 compared to $272 million of gains for the comparable period in 2025).
50
Operating Expenses – net
Operating expenses – net for the three months ended September 30, 2026 increased $200 million primarily due to an increase of $123 million in fuel, purchased power and interchange expense. Operating expenses – net for the nine months ended September 30, 2026 increased $870 million primarily due to increases of $431 million in O&M expense and $288 million in fuel, purchased power and interchange expense. The increases for both periods were primarily associated with growth across the NEER businesses.
Gains on Disposal of Businesses/Assets – net
Gains on disposal of businesses/assets – net for the nine months ended September 30, 2026 primarily reflect the sale of ownership interests in a transmission asset. See Note 11 – Disposal of a Business.
Interest Expense
NEER’s interest expense for the three months ended September 30, 2026 decreased $454 million primarily reflecting approximately $497 million of favorable impacts related to changes in the fair value of interest rate derivative instruments, partly offset by higher interest expense driven by higher average debt balances. NEER’s interest expense for the nine months ended September 30, 2026 decreased $582 million primarily reflecting approximately $818 million of favorable impacts related to changes in the fair value of interest rate derivative instruments, partly offset by higher interest expense driven by higher average debt balances as well as a loss on extinguishment of debt as a result of the sale of ownership interests in a transmission asset (see Note 11 – Disposal of a Business).
Equity in Earnings (Losses) of Equity Method Inve
stees
NEER recognized $293 million and $195 million of equity in earnings of equity method investees for the three months ended September 30, 2026 and 2025, respectively. The three months ended September 30, 2026 reflects a gain of approximately $139 million related to the sale of a partial interest in an equity method investment.
NEER recognized $795 million of equity in earnings of equity method investees for the nine months ended September 30, 2026 compared to $275 million of equity in losses of equity method investees for the nine months ended September 30, 2025. The change for the nine months ended September 30, 2026 primarily reflects the absence of an impairment charge related to the investment in XPLR recorded in 2025 of approximately $0.7 billion ($0.5 billion after tax) (see Note 3 – Nonrecurring Fair Value Measurements). The change for the nine months ended September 30, 2026 also reflects higher earnings from equity method investees, as well as gains totaling approximately $258 million related to the sales of partial interests in equity method investments.
Change in Unrealized Gains (Losses) on Equity Securities Held in NEER's Nuclear Decommissioning Funds - net
For the three months ended September 30, 2026, changes in the fair value of equity securities in NEER's nuclear decommissioning funds primarily reflect unfavorable market conditions in 2026 compared to the prior year period.
Income Taxes
PTCs from wind and solar projects and ITCs from solar, battery storage and certain wind projects are included in NEER’s earnings. PTCs are recognized as wind and solar energy is generated and sold based on a per kWh rate prescribed in applicable federal and state statutes. NEER's effective income tax rate is primarily based on the composition of pretax income in the period presented. See Note 4.
Net Loss Attributable to Noncontrolling Interests
The change in net loss attributable to noncontrolling interests for the three and nine months ended September 30, 2026 primarily reflects higher earnings associated with existing differential membership interest investors, as well as an increase in additional differential membership interests. See Note 11 – Differential Membership Interests.
Symmetry Acquisition
On January 9, 2026, a wholly owned subsidiary of NextEra Energy Resources acquired a commercial and industrial natural gas business. See Note 5 – Symmetry Acquisition.
Caliber Acquisition
On June 30, 2026, a 95% owned subsidiary of NextEra Energy Resources completed the Caliber acquisition. See Note 5 – Caliber Acquisition.
Duane Arnold
In July 2026, NextEra Energy Resources obtained 100% ownership of Duane Arnold through the acquisition of the remaining ownership interest. Additionally, in September 2026, a NEER subsidiary entered into a federal loan arrangement providing for up to $1.9 billion of financing, guaranteed by the U.S. Department of Energy, to support the restart of Duane Arnold.
51
Corporate and Other: Results of Operations
Corporate and Other is primarily comprised of the operating results of other business activities, as well as corporate interest income and expenses. Corporate and Other allocates a portion of NEECH's corporate interest expense to NextEra Energy Resources. Interest expense is allocated based on a deemed capital structure of 70% debt and differential membership interests sold by NextEra Energy Resources' subsidiaries.
Corporate and Other's results increased $1,964 million during the three months ended September 30, 2026 primarily due to favorable after-tax impacts of approximately $2,041 million, as compared to the prior year period, related to non-qualifying hedge activity as a result of changes in the fair value of interest rate derivative instruments (see Note 2), partly offset by higher interest expense driven by higher average debt balances.
Corporate and Other's results increased $2,650 million during the nine months ended September 30, 2026 primarily due to favorable after-tax impacts of approximately $2,889 million, as compared to the prior year period, related to non-qualifying hedge activity as a result of changes in the fair value of interest rate derivative instruments (see Note 2), partly offset by higher interest expense driven by higher average debt balances.
LIQUIDITY AND CAPITAL RESOURCES
NEE and its subsidiaries require funds to support and grow their businesses. These funds are used for, among other things, working capital, capital expenditures (see Note 12 – Commitments), investments in or acquisitions of assets and businesses (see Note 5), payment of maturing debt and related derivative obligations (see Note 9 and Note 2) and, from time to time, redemption or repurchase of outstanding debt or equity securities. It is anticipated that these requirements will be satisfied through a combination of cash flows from operations, short- and long-term borrowings, the issuance of short- and long-term debt (see Note 9) and, from time to time, equity securities (see Note 10 – ATM Program), proceeds from differential membership and project minority interest investors (see Note 11 – Differential Membership Interests and – Project Minority Interests), sales of clean energy tax credits (see Note 11 – Income Taxes) and sales of ownership interests in assets/businesses (see Note 11 – Disposal of a Business)
, c
onsistent with NEE’s and FPL’s objective of maintaining, on a long-term basis, a capital structure that will support a strong investment grade credit rating. NEE, FPL and NEECH rely on access to credit and capital markets as significant sources of liquidity for capital requirements and other operations that are not satisfied by operating cash flows. The inability
of
NEE
,
FPL
and
NEECH
to maintain their current credit ratings could affect their ability to raise short- and long-term capital, their cost of capital and the execution of their respective financing strategies, and could require the posting of additional collateral under certain agreements.
52
Cash Flows
NEE's sources and uses of cash for the nine months ended September 30, 2026 and 2025 were as follows:
Nine Months Ended September 30,
2026
2025
(millions)
Sources of cash:
Cash flows from operating activities
$
12,322
$
9,986
Issuances of long-term debt, including premiums and discounts
18,232
15,246
Proceeds from differential membership investors
1,334
1,065
Sale of independent power and other investments of NEER
665
999
Cash swept from related parties – net
25
—
Issuances of common stock/equity units
969
2,028
Net increase in commercial paper and other short-term debt
5,411
3,475
Proceeds from sale of project minority interests
1,559
—
Other sources – net
75
49
Total sources of cash
40,592
32,848
Uses of cash:
Capital expenditures, independent power and other investments and nuclear fuel purchases
(27,554)
(19,328)
Retirements of long-term debt
(4,912)
(7,546)
Repayments of cash swept to related parties – net
—
(128)
Dividends on common stock
(3,907)
(3,499)
Payments to differential membership investors
(597)
(166)
Other uses – net
(764)
(872)
Total uses of cash
(37,734)
(31,539)
Effects of currency translation on cash, cash equivalents and restricted cash
(2)
3
Net increase in cash, cash equivalents and restricted cash
$
2,856
$
1,312
NEE
's primary capital requirements are for expanding and enhancing
FPL's
electric system and generation facilities to continue to provide reliable service to meet customer electricity demands and for funding
NEER
's investments in independent power and other projects.
See Note 12 – Commitments for estimated capital expenditures for the remainder of 2026 through 2030.
53
The following table provides a summary of capital investments for the nine months ended September 30, 2026 and 2025.
Nine Months Ended September 30,
2026
2025
(millions)
FPL:
Generation:
New
$
3,010
$
2,411
Existing
1,036
669
Transmission and distribution
3,556
3,333
Nuclear fuel
162
123
General and other
504
492
Other, primarily change in accrued property additions and the exclusion of AFUDC
–
equity
54
(169)
Total
8,322
6,859
NEER:
Wind
2,885
2,955
Solar (includes solar plus battery storage projects)
10,373
5,222
Other clean energy
2,128
2,936
Nuclear (includes nuclear fuel)
527
334
Customer supply – natural gas and oil production
1,175
280
Regulated electric and gas transmission
628
393
Other
1,507
344
Total
19,223
12,464
Corporate and Other
9
5
Total capital expenditures, independent power and other investments and nuclear fuel purchases
$
27,554
$
19,328
54
Liquidity
As of September 30, 2026,
NEE
's total net available liquidity was approximately $19.3 billion
. The table below provides the components of FPL's and NEECH's ne
t available liquidity as of September 30, 2026.
Maturity Date
FPL
NEECH
Total
FPL
NEECH
(millions)
Syndicated revolving credit facilities
(a)
$
4,500
$
10,500
$
15,000
2028 – 2031
2027 – 2031
Issued letters of credit
—
(421)
(421)
4,500
10,079
14,579
Bilateral revolving credit facilities
(b)
2,580
3,850
6,430
2026 – 2029
2026 – 2029
Borrowings
—
(750)
(750)
2,580
3,100
5,680
Letter of credit facilities
(c)
—
4,935
4,935
2027 – 2029
Issued letters of credit
—
(4,048)
(4,048)
—
887
887
Subtotal
7,080
14,066
21,146
Cash and cash equivalents
819
4,758
5,577
Commercial paper and other short-term borrowings outstanding
(d)
—
(7,324)
(7,324)
Cash swept from unconsolidated entities
—
(145)
(145)
Net available liquidity
$
7,899
$
11,355
$
19,254
———————————————
(a)    Provide for the funding of loans up to the amount of the credit facility and the issuance of letters of credit up to $1,450 million ($450 million for FPL and $1,000 million for NEECH). 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 syndicated revolving credit facilities are also available to support the purchase of $1,566 million of pollution control, solid waste disposal and industrial development revenue bonds in the event they are tendered by individual bondholders and not remarketed prior to maturity, as well as the repayment of approximately $2,222 million of floating rate notes in the event an individual noteholder requires repayment at specified dates prior to maturity. As of September 30, 2026, approximately $3,250 million of NEECH's syndicated revolving credit facilities expire over the next 12 months.
(b)    Only available for the funding of loans. As of September 30, 2026, approximately $2,350 million of FPL's and $3,300 million of NEECH's bilateral revolving credit facilities expire over the next 12 months.
(c)    Only available for the issuance of letters of credit. As of September 30, 2026, approximately $935 million of the letter of credit facilities expire over the next 12 months.
(d)    Excludes short-term borrowings under NEECH's bilateral revolving credit facilities of $650 million, which are included in borrowings above.
During the nine months ended September 30, 2026, NEE issued approximately 11.0 million common shares under the ATM program, which was established in December 2025. As of September 30, 2026 NEE may issue up to approximately $3.1 billion in additional common shares under the ATM program. See Note 10 – ATM Program.
Capital Support
Guarantees, Letters of Credit, Surety Bonds and Indemnifications (Guarantee Arrangements)
Certain subsidiaries of NEE issue guarantees and obtain letters of credit and surety bonds, as well as provide indemnities, to facilitate commercial transactions with third parties and financings. Substantially all of the guarantee arrangements are on behalf of NEE’s consolidated subsidiaries, as discussed in more detail below. See Note 6 and Note 12 – Commitments regarding guarantees of obligations on behalf of unconsolidated entities. NEE is not required to recognize liabilities associated with guarantee arrangements issued on behalf of its consolidated subsidiaries unless it becomes probable that they will be required to perform. As of September 30, 2026, NEE believes that there is no material exposure related to these guarantee arrangements.
NEE subsidiaries issue guarantees related to equity contribution agreements and engineering, procurement and construction agreements, associated with the development, construction and financing of certain power generation facilities (see Note 11
–
Structured Payables) and a natural gas pipeline project, as well as a natural gas transportation agreement. Commitments associated with these activities are included in the contracts table in Note 12.
In addition, as of September 30, 2026, NEE subsidiaries had approximately $8.9 billion in guarantees related to obligations under purchased power agreements and acquisition agreements, interconnection agreements, nuclear-related activities, support for NEER's retail electricity provider activities, as well as other types of contractual obligations (see Note 12 – Commitments).
55
In some instances, subsidiaries of NEE elect to issue guarantees instead of posting other forms of collateral required under certain financing arrangements, as well as for other project-level cash management activities. As of September 30, 2026, these guarantees totaled approximately $3.7 billion and support, among other things, cash management activities, including those related to debt service and operations and maintenance service agreements, as well as other specific project financing requirements.
Subsidiaries of NEE also issue guarantees to support customer supply and proprietary power and gas trading activities, including the buying and selling of wholesale energy commodities. As of September 30, 2026, the estimated mark-to-market exposure (the total amount that these subsidiaries of NEE could be required to fund based on energy commodity market prices as of September 30, 2026) plus contract settlement net payables, net of collateral posted for obligations under these guarantees, totaled approximately $1.6 billion.
As of September 30, 2026, subsidiaries of NEE also had approximately $7.9 billion of standby letters of credit and approximately $1.8 billion of surety bonds to support certain of the commercial activities discussed above. FPL's and NEECH's credit facilities are available to support substantially all of the standby letters of credit.
In addition, as part of contract negotiations in the normal course of business, certain subsidiaries of NEE have agreed and in the future may agree to make payments to compensate or indemnify other parties, including those associated with asset divestitures, for possible unfavorable financial consequences resulting from specified events. The specified events may include, but are not limited to, an adverse judgment in a lawsuit, or the imposition of additional taxes due to a change in tax law or interpretations of the tax law. NEE is unable to estimate the maximum potential amount of future payments by its subsidiaries under some of these contracts because events that would obligate them to make payments have not occurred or, if any such event has occurred, they have not been notified of its occurrence.
NEECH, a 100% owned subsidiary of NEE, provides funding for, and holds ownership interests in, NEE's operating subsidiaries other than FPL. NEE has fully and unconditionally guaranteed certain payment obligations of NEECH, including most of its debt and all of its debentures registered pursuant to the Securities Act of 1933 and commercial paper issuances, as well as most of its payment guarantees and indemnifications, and NEECH has guaranteed certain debt and other obligations of subsidiaries within the NEER segment. Certain guarantee arrangements described above contain requirements for NEECH and FPL to maintain a specified credit rating.
NEE fully and unconditionally guarantees NEECH debentures pursuant to a guarantee agreement, dated as of June 1, 1999 (1999 guarantee) and NEECH junior subordinated debentures pursuant to an indenture, dated as of September 1, 2006 (2006 guarantee). The 1999 guarantee is an unsecured obligation of NEE and ranks equally and ratably with all other unsecured and unsubordinated indebtedness of NEE. The 2006 guarantee is unsecured and subordinate and junior in right of payment to NEE senior indebtedness (as defined therein). No payment on those junior subordinated debentures may be made under the 2006 guarantee until all NEE senior indebtedness has been paid in full in certain circumstances. NEE’s and NEECH’s ability to meet their financial obligations are primarily dependent on their subsidiaries’ net income, cash flows and their ability to pay upstream dividends or to repay funds to NEE and NEECH. The dividend-paying ability of some of the subsidiaries is limited by contractual restrictions which are contained in outstanding financing agreements.
56
Summarized financial information of NEE and NEECH is as follows:
Nine Months Ended September 30, 2026
Year Ended December 31, 2025
Issuer/Guarantor Combined
(a)
NEECH Consolidated
(b)
NEE Consolidated
(b)
Issuer/Guarantor Combined
(a)
NEECH Consolidated
(b)
NEE Consolidated
(b)
(millions)
Operating revenues
$
(1)
$
7,768
$
22,325
$
(8)
$
9,191
$
27,412
Operating income (loss)
$
(342)
$
1,526
$
7,069
$
(378)
$
1,765
$
8,280
Net income (loss)
$
1,338
$
4,215
$
8,677
$
(1,279)
$
335
$
5,332
Net income (loss) attributable to NEE/NEECH
$
1,338
$
5,640
$
10,102
$
(1,279)
$
1,838
$
6,835
September 30, 2026
December 31, 2025
Issuer/Guarantor Combined
(a)
NEECH Consolidated
(b)
NEE Consolidated
(b)
Issuer/Guarantor Combined
(a)
NEECH Consolidated
(b)
NEE Consolidated
(b)
(millions)
Total current assets
$
3,705
$
13,510
$
18,586
$
1,530
$
9,422
$
13,584
Total noncurrent assets
$
4,375
$
118,594
$
226,466
$
2,546
$
98,902
$
199,137
Total current liabilities
$
15,593
$
29,727
$
35,138
$
3,887
$
17,135
$
22,817
Total noncurrent liabilities
$
51,119
$
80,687
$
135,572
$
44,680
$
73,236
$
123,425
Noncontrolling interests
$
—
$
11,367
$
11,367
$
—
$
11,871
$
11,871
————————————
(a)
Excludes intercompany transactions, and investments in, and equity in earnings of, subsidiaries.
(b)
Information has been prepared on the same basis of accounting as NEE's condensed consolidated financial statements.
New Accounting Rules and Interpretations
Environmental Credits
– In May 2026, the Financial Accounting Standards Board issued an accounting standards update related to environmental credits and environmental credit obligations.
See Note 11 – Environmental Credits.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those that NEE believes are both most important to the portrayal of its financial condition and results of operations, and require complex, subjective judgments, often as a result of the need to make assumptions about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the critical accounting estimates may result in materially different amounts being reported under different conditions or using different assumptions. NEE’s significant accounting policies, including those requiring critical accounting estimates, were reported in NEE’s
2025
Form 10-K. There have been no material changes regarding these significant accounting policies, including critical accounting estimates.
See Note 3 – Nonrecurring Fair Value Measurements for a discussion of an impairment related to NextEra Energy Resources’ equity method investment in XPLR.
ENERGY MARKETING AND TRADING AND MARKET RISK SENSITIVITY
NEE
and
FPL
are exposed to risks associated with adverse changes in commodity prices, interest rates and equity prices.
Financial instruments and positions affecting the financial statements of NEE and FPL described below are held primarily for purposes other than trading. Market risk is measured as the potential loss in fair value resulting from hypothetical reasonably possible changes in commodity prices, interest rates or equity prices over the next year.
Management has established risk management policies to monitor and manage such market risks, as well as credit risks.
Commodity Price Risk
NEE
and
FPL
use derivative instruments (primarily swaps, options, futures and forwards) to manage the physical and financial risks inherent in the purchase and sale of fuel and electricity. In addition,
NEE
, through
NEER
, uses derivatives to optimize the value of its power generation and natural gas and oil production assets and engages in power and fuel marketing and trading activities to take advantage of expected future favorable price movements. See Note 2.
57
The changes in the fair value of NEE's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2026 were as follows:
Hedges on Owned Assets
Trading
Non-
Qualifying
FPL
NEE Total
(millions)
Three Months Ended September 30, 2026
Fair value of contracts outstanding as of June 30, 2026
$
1,452
$
(907)
$
(41)
$
504
Reclassification to realized at settlement of contracts
(55)
78
(6)
17
Value of contracts acquired
7
3
—
10
Net option premium purchases (issuances)
13
5
—
18
Changes in fair value excluding reclassification to realized
48
(215)
8
(159)
Fair value of contracts outstanding as of September 30, 2026
1,465
(1,036)
(39)
390
Net margin cash collateral paid (received)
(51)
Total mark-to-market energy contract net assets (liabilities) as of September 30, 2026
$
1,465
$
(1,036)
$
(39)
$
339
Hedges on Owned Assets
Trading
Non-
Qualifying
FPL
NEE Total
(millions)
Nine Months Ended September 30, 2026
Fair value of contracts outstanding as of December 31, 2025
$
1,333
$
(1,204)
$
24
$
153
Reclassification to realized at settlement of contracts
(424)
389
(65)
(100)
Value of contracts acquired
12
166
—
178
Net option premium purchases (issuances)
36
14
—
50
Changes in fair value excluding reclassification to realized
508
(401)
2
109
Fair value of contracts outstanding as of September 30, 2026
1,465
(1,036)
(39)
390
Net margin cash collateral paid (received)
(51)
Total mark-to-market energy contract net assets (liabilities) as of September 30, 2026
$
1,465
$
(1,036)
$
(39)
$
339
NEE's total mark-to-market energy contract net assets (liabilities) as of September 30, 2026 shown above are included on the condensed consolidated balance sheets as follows:
September 30, 2026
(millions)
Current derivative assets
$
1,347
Noncurrent derivative assets
1,708
Current derivative liabilities
(1,038)
Noncurrent derivative liabilities
(1,678)
NEE's total mark-to-market energy contract net assets
$
339
58
The sources of fair value estimates and maturity of energy contract derivative instruments as of September 30, 2026 were as follows:
Maturity
2026
2027
2028
2029
2030
Thereafter
Total
(millions)
Trading:
Quoted prices in active markets for identical assets
$
(25)
$
(66)
$
17
$
(23)
$
27
$
33
$
(37)
Significant other observable inputs
128
443
213
80
36
96
996
Significant unobservable inputs
89
3
(53)
29
65
373
506
Total
192
380
177
86
128
502
1,465
Owned Assets – Non-Qualifying:
Quoted prices in active markets for identical assets
(33)
(80)
(44)
16
17
6
(118)
Significant other observable inputs
(104)
(248)
(170)
(150)
(49)
(372)
(1,093)
Significant unobservable inputs
64
58
6
15
—
32
175
Total
(73)
(270)
(208)
(119)
(32)
(334)
(1,036)
Owned Assets – FPL
Quoted prices in active markets for identical assets
—
—
—
—
—
—
—
Significant other observable inputs
—
(5)
(7)
(6)
(5)
(13)
(36)
Significant unobservable inputs
(2)
(1)
—
—
—
—
(3)
Total
(2)
(6)
(7)
(6)
(5)
(13)
(39)
Total sources of fair value
$
117
$
104
$
(38)
$
(39)
$
91
$
155
$
390
The changes in the fair value of NEE's consolidated subsidiaries' energy contract derivative instruments for the three and nine months ended September 30, 2025 were as follows:
Hedges on Owned Assets
Trading
Non-
Qualifying
FPL
NEE Total
(millions)
Three Months Ended September 30, 2025
Fair value of contracts outstanding as of June 30, 2025
$
1,182
$
(1,443)
$
(44)
$
(305)
Reclassification to realized at settlement of contracts
(128)
92
24
(12)
Value of contracts acquired
39
(8)
—
31
Net option premium purchases (issuances)
8
5
—
13
Changes in fair value excluding reclassification to realized
224
124
25
373
Fair value of contracts outstanding as of September 30, 2025
1,325
(1,230)
5
100
Net margin cash collateral paid (received)
9
Total mark-to-market energy contract net assets (liabilities) as of September 30, 2025
$
1,325
$
(1,230)
$
5
$
109
Hedges on Owned Assets
Trading
Non-
Qualifying
FPL
NEE Total
(millions)
Nine Months Ended September 30, 2025
Fair value of contracts outstanding as of December 31, 2024
$
1,344
$
(1,524)
$
38
$
(142)
Reclassification to realized at settlement of contracts
(604)
381
46
(177)
Value of contracts acquired
40
(4)
—
36
Net option premium purchases (issuances)
7
17
—
24
Changes in fair value excluding reclassification to realized
538
(100)
(79)
359
Fair value of contracts outstanding as of September 30, 2025
1,325
(1,230)
5
100
Net margin cash collateral paid (received)
9
Total mark-to-market energy contract net assets (liabilities) as of September 30, 2025
$
1,325
$
(1,230)
$
5
$
109
With respect to commodities, NEE's
Exposure Management Committee (EMC), which is compri
sed of certain members of senior management, and
NEE
's chief executive officer are responsible for the overall approval of market risk management policies and the delegation of approval and authorization levels. The EMC and
NEE
's chief executive officer receive periodic updates on market positions and related exposures, credit exposures and overall risk management activities.
59
NEE
uses a value-at-risk (VaR) model to measure commodity price market risk in its trading and mark-to-market portfolios. The VaR is the estimated loss of market value based on a one-day holding period at a
95%
confidence level using historical simulation methodology. The VaR figures are as follows:
Trading
(a)
Non-Qualifying Hedges
and FPL Hedges
(b)
Total
FPL
NEE
FPL
NEE
FPL
NEE
(millions)
December 31, 2025
$
—
$
14
$
9
$
92
$
9
$
83
September 30, 2026
$
—
$
5
$
3
$
23
$
3
$
21
Average for the nine months ended September 30, 2026
$
—
$
10
$
5
$
71
$
5
$
67
———————————————
(a)    The VaR figures for the trading portfolio include positions that are marked to market. Taking into consideration offsetting unmarked non-derivative positions, such as physical inventory, the trading VaR figures were approximately $5 million and $5 million as of September 30, 2026 and December 31, 2025, respectively.
(b)    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 FPL hedges do not represent the economic exposure to commodity price movements.
Interest Rate Risk
NEE
's and
FPL
's financial results are exposed to risk resulting from changes in interest rates as a result of their respective outstanding and expected future issuances of debt, investments in special use funds and other investments.
NEE
and
FPL
manage their respective interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed-rate and variable-rate debt. Interest rate contracts are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements.
The following are estimates of the fair value of NEE's and FPL's financial instruments that are exposed to interest rate risk:
September 30, 2026
December 31, 2025
Carrying
Amount
Estimated
Fair Value
(a)
Carrying
Amount
Estimated
Fair Value
(a)
(millions)
NEE:
Special use funds
$
2,334
$
2,334
$
2,453
$
2,453
Other investments, primarily debt securities
$
2,333
$
2,333
$
2,280
$
2,280
Long-term debt, including current portion
$
105,958
$
99,023
$
93,056
$
91,614
Interest rate contracts – net unrealized gains (losses)
$
3,284
$
3,284
$
(252)
$
(252)
FPL:
Special use funds
$
1,800
$
1,800
$
1,885
$
1,885
Long-term debt, including current portion
$
30,520
$
26,994
$
28,682
$
27,354
———————————————
(a)
See Notes 2 and 3.
The special use funds of NEE and FPL consist of restricted funds set aside to cover the cost of storm damage for FPL and for the decommissioning of NEE's and FPL's nuclear power plants. A portion of these funds is invested in fixed income debt securities primarily carried at estimated fair value. At FPL, changes in fair value, including any credit losses, result in a corresponding adjustment to the related regulatory asset or liability accounts based on current regulatory treatment. The changes in fair value for NEE's non-rate regulated operations result in a corresponding adjustment to OCI, except for credit losses and unrealized losses on available for sale securities intended or required to be sold prior to recovery of the amortized cost basis, which are reported in current period earnings. Because the funds set aside by FPL for storm damage could be needed at any time, the related investments are generally more liquid and, therefore, are less sensitive to changes in interest rates. The nuclear decommissioning funds, in contrast, are generally invested in longer-term securities.
As of September 30, 2026, NEE had interest rate contracts with a net notional amount of approximately $56.7 billion to manage exposure to the variability of cash flows primarily associated with expected future and outstanding debt issuances at NEECH and NEER. See Note 2.
Based upon a hypothetical 10% decrease in interest rates, the fair value of NEE's net liabilities would increase by approximately $5,920 million ($1,535 million for FPL) as of September 30, 2026.
60
Equity Price Risk
NEE
and
FPL
are exposed to risk resulting from changes in prices for equity securities. For example,
NEE
’s nuclear decommissioning reserve funds include marketable equity securities carried at their market value of approximately $7,818 million and $7,007 million ($5,436 million and $4,840 million for
FPL
) as of
September 30, 2026 and December 31, 2025, respectively. NEE's and FPL’s investment strategy for equity securities in their nuclear decommissioning reserve funds emphasizes marketable securities which are broadly diversified. As of September 30, 2026, a hypothetical 10% decrease in the prices quoted on stock exchanges would result in an approximately $734 million ($501 million for FPL) reduction in fair value. For FPL, a corresponding adjustment would be made to the related regulatory asset or liability accounts based on current regulatory treatment, and for NEE’s non-rate regulated operations, a corresponding amount would be recorded in change in unrealized gains (losses) on equity securities held in NEER's nuclear decommissioning funds – net in NEE's condensed consolidated statements of income. See Note 3.
Credit Risk
NEE
and its subsidiaries, including FPL, are also exposed to credit risk through their energy marketing and trading operations. Credit risk is the risk that a financial loss will be incurred if a counterparty to a transaction does not fulfill its financial obligation.
NEE
manages counterparty credit risk for its subsidiaries with energy marketing and trading operations through established policies, including counterparty credit limits, and in some cases credit enhancements, such as cash prepayments, letters of credit, cash and other collateral and guarantees.
Credit risk is also managed through the use of master netting agreements.
NEE
’s credit department monitors current and forward credit exposure to counterparties and their affiliates, both on an individual and an aggregate basis. For all derivative and contractual transactions
, NEE’s energy marketing and trading operations, which include FPL’s energy marketing and trading division, are exposed to losses in the event of nonperformance by counterparties to these transactions. Some relevant considerations when assessing NEE’s
energy marketing and trading operations’ credit risk exposure include the following:
•
Operations are primarily concentrated in the energy industry.
•
Trade receivables and other financial instruments are predominately with energy, utility and financial services related companies, as well as municipalities, cooperatives and other trading companies in the
U.S.
•
Overall credit risk is managed through established credit policies and is overseen by the EMC.
•
Prospective and existing customers are reviewed for creditworthiness based upon established standards, with customers not meeting minimum standards providing various credit enhancements or secured payment terms, such as letters of credit or the posting of margin cash collateral.
•
Master netting agreements are used to offset cash and noncash gains and losses arising from derivative instruments with the same counterparty.
NEE
’s policy is to have master netting agreements in place with significant counterparties.
Based on
NEE
’s policies and risk exposures related to credit,
NEE
and
FPL
do not anticipate a material adverse effect on their
financial
statements as a result of counterparty nonperformance. As of
September 30, 2026
, NEE's credit risk exposure associated with its energy marketing and trading operations, taking into account collateral and contractual netting rights, totaled approximately $3.4 billion ($155 million for FPL), of which approxi
mately 78% (99% for
FPL)
was with companies that have investment grade credit ratings. See Note 2.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion – Energy Marketing and Trading and Market Risk Sensitivity.
Item 4.  Controls and Procedures
(a)    Evaluation of Disclosure Controls and Procedures
As of September 30, 2026, each of NEE and FPL had performed an evaluation, under the supervision and with the participation of its management, including NEE's and FPL's chief executive officer and chief financial officer, of the effectiveness of the design and operation of each company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of each of NEE and FPL concluded that the company's disclosure controls and procedures were effective as of September 30, 2026.
(b)    Changes in Internal Control Over Financial Reporting
NEE and FPL are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes throughout NEE and FPL. However, there has been no change in NEE's or FPL's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during NEE's and FPL's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NEE's or FPL's internal control over financial reporting.
61
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
See Note 12 – Legal Proceedings.
With regard to environmental proceedings to which a governmental authority is a party, NEE's and FPL's policy is to disclose any such proceeding if it is reasonably expected to result in monetary sanctions of greater than or equal to $1 million.
Item 1A.  Risk Factors
In addition to the factors discussed in Part I, Item 1A. Risk Factors in the 2025 Form 10-K and the other information set forth in this report, the risk factors disclosed in the "
Risk Factors
" section of the definitive joint proxy statement/prospectus filed by NEE with the SEC on July 28, 2026 (the "definitive joint proxy statement/prospectus"), which risk factors are incorporated by reference herein, could materially adversely affect NEE's and FPL's business, financial condition, results of operations and prospects and should be carefully considered. The definitive joint proxy statement/prospectus forms a part of the Registration Statement on Form S-4 (File No. 333-297351) that was initially filed by NEE with the SEC on July 9, 2026 and subsequently declared effective by the SEC on July 23, 2026.
Except as described above, there have been no material changes to the risk factors previously disclosed in the 2025 Form 10-K. The risks described in the 2025 Form 10-K and in the definitive joint proxy statement/prospectus are not the only risks facing NEE and FPL. Additional risks and uncertainties not currently known to NEE or FPL, or that are currently deemed to be immaterial, also may materially adversely affect NEE's or FPL's business, financial condition, results of operations and prospects.
Item 2.  Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
(a)
Information regarding purchases made by NEE of its common stock during the three months ended September 30, 2026 is as follows:
Period
Total Number
of Shares Purchased
(a)
Average Price Paid
Per Share
Total Number of Shares
Purchased as Part of a
Publicly Announced
Program
Maximum Number of
Shares that May Yet be
Purchased Under the
Program
(b)
7/1/26 – 7/31/26
—
$
—
—
180,000,000
8/1/26 – 8/31/26
10,765
$
86.19
—
180,000,000
9/1/26 – 9/30/26
—
$
—
—
180,000,000
Total
10,765
$
86.19
—
————————————
(a)
Includes 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 2021 Long Term Incentive Plan or the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan.
(b)
In May 2017, NEE's Board of Directors authorized repurchases of up to 45 million shares of common stock (180 million shares after giving effect to the four-for-one stock split of NEE common stock effective October 26, 2020) over an unspecified period.
Item 5. Other Information
(c)    Rule 10b5-1
trading arrangements
adopted
during the three months ended September 30, 2026 were as follows:
•
On
July 27, 2026
,
Michael H. Dunne
,
Executive Vice President, Finance and Chief Financial Officer
,
adopted
a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of
6,888
shares of NEE's common stock until
July 28, 2027
.
•
On
July 28, 2026
,
Charles E. Sieving
,
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer
,
adopted
a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of
122,662
shares of NEE's common stock until
January 28, 2028
.
•
On
August 4, 2026
,
John W. Ketchum,
Chairman, President and Chief Executive Officer
,
adopted
a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of
96,297
shares of NEE's common stock until
August 3, 2027
.
62
Item 6.  Exhibits
Exhibit Number
Description
NEE
FPL
*3(i)a
Second Restated Articles of Incorporation of NextEra Energy, Inc. (filed as Exhibit 3(i) to Form 8-K dated October 26, 2020, File No. 1-8841)
x
3(i)b
Articles of Amendment to Second Restated Articles of Incorporation of NextEra Energy, Inc.
x
*3(ii)
Amended and Restated Bylaws of NextEra Energy, Inc., effective July 8, 2026 (filed as Exhibit 3(ii) to Form 8-K dated July 8, 2026, File No. 1-8841)
x
10
Executive Retention Employ
ment Agreement between NextEra Energy, Inc.
,
and Alex Rubio date
d
as of August
3,
2026
x
22
Guaranteed Securities
x
31(a)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of NextEra Energy, Inc.
x
31(b)
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of NextEra Energy, Inc.
x
31(c)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Florida Power & Light Company
x
31(d)
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Florida Power & Light Company
x
32(a)
Section 1350 Certification of NextEra Energy, Inc.
x
32(b)
Section 1350 Certification of Florida Power & Light Company
x
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
x
x
101.SCH
Inline XBRL Schema Document
x
x
101.PRE
Inline XBRL Presentation Linkbase Document
x
x
101.CAL
Inline XBRL Calculation Linkbase Document
x
x
101.LAB
Inline XBRL Label Linkbase Document
x
x
101.DEF
Inline XBRL Definition Linkbase Document
x
x
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
x
x
___________________________
* Incorporated herein by reference.
NEE and FPL agree to furnish to the SEC upon request any instrument with respect to long-term debt that NEE and FPL have not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
63
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
Date: October 21, 2026
NEXTERA ENERGY, INC.
(Registrant)
WILLIAM J. GOUGH
William J. Gough
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
FLORIDA POWER & LIGHT COMPANY
(Registrant)
AMIN A. MOHOMED
Amin A. Mohomed
Vice President, FPL Accounting and Controller
(Principal Accounting Officer)
64

----- nee-q32026xex10.htm -----
EX-10
3
nee-q32026xex10.htm
EX-10
Document
Exhibit 10
EXECUTIVE RETENTION EMPLOYMENT AGREEMENT
Executive Retention Employment Agreement between NextEra Energy, Inc., a Florida corporation (the "Company"), and Alex Rubio (the "Executive"), dated as of August 3, 2026. The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company and its Affiliated Companies will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Potential Change of Control or a Change of Control (each as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by the circumstances surrounding a Potential Change of Control or a Change of Control and to encourage the Executive's full attention and dedication to the Company and its Affiliated Companies currently and in the event of any Potential Change of Control or Change of Control (and, under certain circumstances, in the event of the termination or abandonment of a Change of Control transaction), and to provide the Executive with compensation and benefits arrangements which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations which may compete with the Company for the services of the Executive. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Executive Retention Employment Agreement (this "Agreement").
Therefore, the Company and the Executive agree as follows:
1.
Effective Date; Term.
(a)
Effective Date
. The effective date of this Agreement (the "Effective Date") shall be the date on which (i) a Potential Change of Control occurs, (ii) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company, (iii) a Change of Control occurs pursuant to Section 2(a)(1) or (2) below, or (iv) a definitive agreement is signed by the Company which provides for a transaction that, if approved by shareholders or consummated, as applicable, would result in a Change of Control pursuant to Section 2(a)(3) or (4) below; provided, however, that any of the foregoing which may have occurred prior to the date hereof shall be disregarded. Anything in this Agreement to the contrary notwithstanding, if, prior to the Effective Date, the Executive's employment with the Company or its Affiliated Companies was terminated by the Company or its Affiliated Companies, or both, as applicable, other than for Cause or Disability (each as defined below) or by the Executive for Good Reason (as defined below) and the Executive can reasonably demonstrate that such termination (or the event constituting Good Reason) took place (a) at the request or direction of a third party who took action that caused a Potential Change of Control or (b) in contemplation of an event that would give rise to an Effective Date, an Effective Date will be deemed to have occurred (“Deemed Effective Date”) immediately prior to the Date of Termination (as defined in Section 6(e) below), provided that a Change of Control occurs within a six-month period following such Date of Termination. As used in this Agreement, the term "Affiliated Companies" shall include any corporation or other entity controlled by, controlling or under common control with the Company and the term “Subsidiary” shall mean (x) any corporation or other entity (other than the Company) with respect to which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock or other ownership interests or (y) any other related entity which may be designated by the Board as a Subsidiary, provided such entity could be considered a subsidiary according to generally accepted accounting principles.
1
(b)
Term
. The term of this Agreement shall commence on August 3, 2026 and end on August 3, 2028 (“Initial Term”). However, at the end of the Initial Term, and, if extended, at the end of each additional year thereafter, so long as the Executive is still an employee of the Company, the term of this Agreement will be automatically extended for another year, unless the Company shall have provided written notice to the Executive at least six months before the end of the then-current term that it does not want the term to be extended. Notwithstanding the foregoing, this Agreement shall not terminate during the Employment Period.
2.
Change of Control; Potential Change of Control.
For the purposes of this Agreement:
(a)    A "Change of Control" shall mean the first (and only the first) to occur of the following:
(1)    The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that the following acquisitions (collectively, the "Excluded Acquisitions") shall not constitute a Change of Control (it being understood that shares acquired in an Excluded Acquisition may nevertheless be considered in determining whether any subsequent acquisition by such individual, entity or group (other than an Excluded Acquisition) constitutes a Change of Control): (i) any acquisition directly from the Company or any Subsidiary; (ii) any acquisition by the Company or any Subsidiary; (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iv) any acquisition by an underwriter temporarily holding Company securities pursuant to an offering of such securities; (v) any acquisition in connection with which, pursuant to Rule 13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group is permitted to, and actually does, report its beneficial ownership on Schedule 13G (or any successor Schedule); provided that, if any such individual, entity or group subsequently becomes required to or does report its beneficial ownership on Schedule 13D (or any successor Schedule), then, for purposes of this paragraph, such individual, entity or group shall be deemed to have first acquired, on the first date on which such individual, entity or group becomes required to or does so report, beneficial ownership of all of the Outstanding Company Common Stock and/or Outstanding Company Voting Securities beneficially owned by it on such date; or (vi) any acquisition in connection with a Business Combination (as hereinafter defined) which, pursuant to subparagraph (3) below, does not constitute a Change of Control; or
(2)    Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or group other than the Board; or
2
(3)    Consummation by the Company of a reorganization, merger, consolidation or other business combination (any of the foregoing, a "Business Combination") of the Company or any Subsidiary of the Company with any other corporation, in any case with respect to which:
(i)    the Outstanding Company Voting Securities outstanding immediately prior to such Business Combination do not, immediately following such Business Combination, continue to represent (either by remaining outstanding or being converted into voting securities of the resulting or surviving entity or any ultimate parent thereof) more than 55% of the outstanding common stock and of the then outstanding voting securities entitled to vote generally in the election of directors of the resulting or surviving entity (or any ultimate parent thereof); or
(ii)    less than a majority of the members of the board of directors of the resulting or surviving entity (or any ultimate parent thereof) in such Business Combination (the "New Board") consists of individuals ("Continuing Directors") who were members of the Incumbent Board (as defined in subparagraph (2) above) immediately prior to consummation of such Business Combination (excluding from Continuing Directors for this purpose, however, any individual whose election or appointment to the Board was at the request, directly or indirectly, of the entity which entered into the definitive agreement with the Company or any Subsidiary providing for such Business Combination); or
(4)    (i) Consummation of a sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation with respect to which, following such sale or other disposition, more than 55% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities as the case may be; or (ii) shareholder approval of a complete liquidation or dissolution of the Company.
The term "the sale or disposition by the Company of all or substantially all of the assets of the Company" shall mean a sale or other disposition transaction or series of related transactions involving assets of the Company or of any Subsidiary (including the stock of any Subsidiary) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefor or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). The "fair market value of the Company" shall be the aggregate market value of the then Outstanding Company Common Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities. The aggregate market value of the shares of Outstanding Company Common Stock shall be determined by multiplying the number of shares of Outstanding Company Common Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "Transaction Date") by the average closing price of the shares of Outstanding Company Common Stock for the ten trading days immediately preceding the Transaction Date. The
3
aggregate market value of any other equity securities of the Company shall be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the shares of Outstanding Company Common Stock or by such other method as the Board shall determine is appropriate.
(b)    A "Potential Change of Control" shall be deemed to have occurred if an event set forth in either of the following subparagraphs shall have occurred:
(1)    the Company or any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) publicly announces or otherwise communicates to the Board in writing an intention to take or to consider taking actions (
e.g.
, a "bear hug" letter, an unsolicited offer or the commencement of a proxy contest) which, if consummated or approved by shareholders, as applicable, would constitute a Change of Control; or
(2)    any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) directly or indirectly, acquires beneficial ownership of 15% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities; provided, however, that Excluded Acquisitions shall not constitute a Potential Change of Control.
3.
Employment Period.
(a)    The Company hereby agrees to continue the Executive in its or its Affiliated Companies' employ, or both, as the case may be, and the Executive hereby agrees to remain in the employ of the Company, or its Affiliated Companies, or both, as the case may be, subject to the terms of this Agreement, for a period commencing on the Effective Date and ending on the second anniversary of the Effective Date (such period or, if shorter, the period from the Effective Date to the Date of Termination, is hereinafter referred to as the "Employment Period").
(b)    Anything in this Agreement to the contrary notwithstanding, (x) if an Effective Date occurs (other than as a result of a Change of Control under Section 2(a)(1) or (2) above) and the Board adopts a resolution to the effect that the event or circumstance giving rise to the Effective Date no longer exists (including by reason of the termination or abandonment of the transaction contemplated by the definitive agreement referred to in clause (iv) of Section 1 hereof), the Employment Period shall terminate on the date the Board adopts such resolution, but this Agreement shall otherwise remain in effect, and (y) if a Change of Control occurs pursuant to Section 2(a)(3) or (4) above during the Employment Period, the Employment Period shall immediately extend to and end on the second anniversary of the date of such Change of Control (or, if earlier, to the Date of Termination) and a new Effective Date will be deemed to have occurred on the date of such Change of Control.
4
4.
Position and Duties.
During the Employment Period, the Executive's titles and reporting requirements with the Company or its Affiliated Companies or both, as the case may be, shall be commensurate with those in effect during the 90-day period immediately preceding the Effective Date. The duties and responsibilities assigned to the Executive may be increased, decreased or otherwise changed during the Employment Period, provided that the duties and responsibilities assigned to the Executive at any given time are not a material diminution of the Executive's titles and reporting requirements as in effect during the 90-day period immediately preceding the Effective Date. The Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any location less than 50 miles from such location, although the Executive understands and agrees that he may be required to travel from time to time for business purposes.
During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote substantially all of his time and attention during normal business hours to the business and affairs of the Company and its Affiliated Companies and to use his reasonable best efforts to perform faithfully and efficiently the duties and responsibilities assigned to him hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions and devote reasonable amounts of time to the management of his and his family's personal investments and affairs, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company or its Affiliated Companies in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the reinstatement or continued conduct of such activities (or the reinstatement or conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company and its Affiliated Companies.
5.
Compensation.
During the Employment Period, the Executive shall be compensated as follows:
(a)
Annual Base Salary
. The Executive shall be paid an annual base salary ("Annual Base Salary"), in equal biweekly installments or otherwise in accordance with the Company’s then-current payroll practice, at least equal to the annual rate of base salary being paid to the Executive by the Company and its Affiliated Companies as of the Effective Date. The Annual Base Salary shall be reviewed at least annually and shall be increased substantially consistent with increases in base salary generally awarded to other peer executives of the Company and its Affiliated Companies. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term "Annual Base Salary" as utilized in this Agreement shall refer to Annual Base Salary as so increased.
(b)
Annual Bonus
. In addition to Annual Base Salary, upon the terms and subject to the conditions of this paragraph (b), the Executive shall, for each fiscal year ending during the Employment Period, be entitled to an annual cash bonus (the "Annual Bonus") opportunity equal to a percentage of his Annual Base Salary. Such percentage shall be substantially consistent with the targeted percentages generally awarded to other peer executives of the Company and its Affiliated Companies, but at least
5
equal to the higher of (i) the percentage obtained by dividing his targeted annual bonus for the then current fiscal year by his then Annual Base Salary or (ii) the average percentage of his annual base salary (as in effect for the applicable years) that was paid or payable, including by reason of any deferral, to the Executive by the Company and its Affiliated Companies as an annual bonus (however described, including as annual incentive compensation) for each of the three fiscal years immediately preceding the fiscal year in which the Effective Date occurs (or, if higher, for each of the three fiscal years immediately preceding the fiscal year in which a Change of Control occurs, if a Change of Control occurs following the Effective Date). For the purposes of any calculation required to be made under clause (ii) of the preceding sentence, an annual bonus shall be annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive was employed for, and received pro-rated annual incentive compensation with respect to, less than the full twelve months, and, if the Executive has not been employed for the full duration of the three fiscal years immediately preceding the year in which the Effective Date occurs, the average shall be calculated over the duration of the Executive's employment in such period. Each such Annual Bonus shall be paid no later than the end of the second month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive otherwise elects to defer the receipt of such Annual Bonus in accordance with a deferred compensation plan of the Company or its Affiliated Companies that complies with Section 409A of the Internal Revenue Code (the “Code”). The foregoing provisions of this paragraph (b) shall be qualified by the following terms and conditions.
(c)
Long Term Incentive Compensation
. During the Employment Period, the Executive shall be entitled to participate in all incentive compensation plans, practices, policies, and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with incentive opportunities and potential benefits, both as to amount and percentage of compensation, less favorable, in the aggregate, than those provided by the Company and its Affiliated Companies for the Executive under the NextEra Energy, Inc. Amended and Restated 2021 Long Term Incentive Plan (or its successor) (including, without limitation, performance share awards, stock option grants and restricted stock awards), or other plan providing for the grant of equity compensation for executive officers, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(d)
Savings and Retirement Plans
. During the Employment Period, the Executive shall be entitled to participate in all savings and retirement plans (whether tax-qualified or non-qualified plans), practices, policies, and programs applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliated Companies for the Executive under such plans, practices, policies, and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(e)
Benefit Plans
. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies, and programs provided by the Company and its Affiliated Companies (including, without limitation, medical, executive medical, annual executive physical,
6
prescription, dental, vision, short-term disability, long-term disability, executive long-term disability, salary continuance, employee life, group life, accidental death and dismemberment, and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliated Companies, but in no event shall such plans, practices, policies, and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies, and programs in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliated Companies.
(f)
Expenses
. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices, and procedures of the Company and its Affiliated Companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies. The payment of such reimbursements shall be made within thirty (30) days after submission of requests for reimbursement in accordance with applicable policies and procedures of the Company. Notwithstanding anything to the contrary in this Section 5(f) or elsewhere, reimbursement of expenses will be made consistent with the Company’s Expense Reimbursement Policy, which is intended to comply with the requirements of Code
Section 409A and Treasury Regulation Section 1.409A-3(i)(1)(iv).
(g)
Fringe Benefits
. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs, and policies of the Company and its Affiliated Companies in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies.
(h)
Vacation
. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs, and practices of the Company and its Affiliated Companies as in effect for the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies. In addition to, and notwithstanding anything to the contrary in the preceding sentence, any unused vacation days shall be carried over from year to year in accordance with Company policy as in effect immediately prior to the commencement of the Employment Period.
7
6.
Termination of Employment.
(a)
Death or Disability
. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 14(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement as to acceptability not to be withheld unreasonably).
(b)
Cause
. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) repeated violations by the Executive of the Executive's obligations under Section 4 of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations (ii) material violation of the Company’s Code of Business Conduct & Ethics; (iii) intentional misconduct that results in financial or reputational harm to the Company or its Affiliated Companies; (iv) violation of the Protective Covenants set forth in Section 11 below; or (v) the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.
(c)
Good Reason
. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:
(1)    any failure by the Company to comply with the provisions of Section 4 of this Agreement, including without limitation, the assignment to the Executive of any duties and responsibilities that are a material diminution of the Executive's duties and responsibilities as in effect during the 90-day period immediately preceding the Effective Date, but excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by the Executive or a diminution of duties or responsibility on account of the Executive’s incapacity due to physical or mental illness;
(2)    any failure by the Company to materially comply with any of the provisions of Section 5 of this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;
(3)    the Company's requiring the Executive to be based at any office or location other than that described in Section 4 hereof;
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(4)    any purported termination by the Company of the Executive's employment other than as expressly permitted by this Agreement; or
(5)    any failure by the Company to comply with and satisfy Section 13(c) of this Agreement, provided that such successor has received at least ten days’ prior written notice from the Company or the Executive of the requirements of Section 13(c) of the Agreement.
For purposes of this Section 6(c), the written notice shall describe in sufficient detail the reason or condition that the Executive believes would permit the Executive to terminate his employment for Good Reason, and be provided by the Executive to the Company in accordance with Section 14(b) of this Agreement within ninety (90) days of the initial occurrence of such condition. Upon receipt of such notice, the Company shall have a period of not less than thirty (30) days to cure the condition, pursuant to reasonable procedures established by the Company consistent with Treas. Reg. §1.409A-1(n). In the event that such condition is not cured, the Executive’s employment shall terminate no later than thirty (30) days after the expiration of the thirty-day notice period.
(d)
Notice of Termination
. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen calendar days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any facts or circumstances which contribute to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such facts or circumstances in enforcing the Executive's or the Company's rights hereunder.
(e)
Date of Termination
. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, and (iii) if the Executive's employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be.
7.
Obligations of the Company upon Termination.
(a)
Following a Change of Control: Good Reason; Other Than for Cause or Disability.
If following a Change of Control and during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or death or the Executive terminates employment for Good Reason, then, subject to the Executive’s satisfaction of the requirements of Sections 11 (Protective Covenants) and 14(g) (release of claims):
9
(1)    the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination the aggregate of the following amounts (such aggregate being hereinafter referred to as the "Special Termination Amount"):
(i)    the sum of (1) the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid (“Accrued Unpaid Salary”), (2) the product of (x) the Annual Bonus in effect at such date and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, and
(3)
any accrued vacation pay at the Annual Base Salary rate in effect as of the termination of employment (“Vacation Pay”), in each case to the extent not theretofore paid (the sum of the amounts described in subclauses (1), (2), and (3) herein shall be called the "Accrued Obligations"); and
(ii)    the amount equal to the product of (1) two, and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Executive's Annual Bonus in effect at such date; provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of
benefits
under any severance or separation pay plan of the Company, including but not limited to the NextEra Energy, Inc. Executive Severance Benefit Plan); and
(iii)    if the Change of Control hereunder is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A, any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) including, without limitation, compensation, bonus, incentive compensation or awards deferred under the NextEra Energy, Inc. Deferred Compensation Plan or incentive compensation or awards deferred under the FPL Group, Inc. Long-Term Incentive Plan of 1985, the FPL Group, Inc. Long-Term Incentive Plan of 1994, or pursuant to any individual deferral agreement; provided that, for the avoidance of doubt, if the Change of Control hereunder is not any such event within the meaning of Code Section 409A, payment of the foregoing amounts shall be made as soon practicable consistent with Code Section 409A;
(2)    each outstanding performance stock-based award granted to the Executive prior to the Change of Control shall be fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; payment of each such vested award shall be made to the Executive, in the form described below, as soon as practicable following the Date of Termination consistent with Code Section 409A;
(3)    all other outstanding stock-based awards granted to the Executive prior to the Change of Control shall be fully vested and earned;
(4)    any outstanding option, stock appreciation right, and other outstanding award in the nature of a right that may be exercised that was granted to the Executive prior to the Change of Control and which was not previously exercisable and vested shall become fully exercisable and vested;
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(5)    the restrictions and forfeiture conditions applicable to any outstanding award granted to the Executive prior to the Change of Control under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (or its successor) (including, without limitation, performance share awards, stock option grants and restricted stock awards), or other plan providing for the grant of equity compensation for executive officers. shall lapse and such award shall be deemed fully vested.
(6)    for
an 24-month period commencing on the Date of Termination (the "Continuation Period") (which period shall be concurrent with the applicable continuation period set forth in Code Section 4980B), or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Sections 5(e) and 5(g) of this Agreement if the Executive's employment had not been terminated, in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliated Companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliated Companies and their families, provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Continuation Period and to have retired on the last day of such period. In addition to, and notwithstanding anything to the contrary in, the foregoing provisions of this subparagraph (6), and to the extent that the benefit referred to in this sentence is more favorable to the Executive than the benefit conferred by the foregoing provisions of this subparagraph (6), upon termination of employment, the Executive shall be entitled without limitation as to period to enroll in Access Only Benefits, as defined in the NextEra Energy, Inc. Retiree Benefits Plan as amended and restated effective January 1, 2013 (the “Retiree Benefits Plan”), or in a comparable medical benefits arrangement, if the Executive satisfies the eligibility requirements as stated in Appendix B to the Retiree Benefits Plan as in effect as of April 1, 2020, even if Access Only Benefits, or comparable medical benefits, are no longer being provided to other employees of the Company; provided, that such medical benefits shall be provided to the Executive to the extent that such coverage is available under the Company’s health, dental and vision plans or can be obtained on commercially reasonable terms;
(7)    to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive pursuant to this Agreement or otherwise under any plan, program, policy or practice or contract or agreement of the Company and its Affiliated Companies, but excluding solely for purposes of this Section 7(a)(7) (and subsequent sections hereof which make reference to payments of amounts or benefits described in this Section 7(a)(7)) amounts waived by the Executive pursuant to Section 7(a)(1)(ii); and
(8)    the Company shall provide the Executive with outplacement services commensurate with those provided to terminated executives of comparable level made available through and at the facilities of a reputable and experienced vendor.
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(b)
Following an Effective Date and Prior to a Change of Control: Good Reason; Other Than for Cause or Disability
. If, following an actual Effective Date (
i.e.
, not a Deemed Effective Date) and prior to a Change of Control, the Company terminates the Executive's employment during the Employment Period other than for Cause or Disability or death or the Executive terminates employment for Good Reason, then the Company shall provide the Executive with the payments and benefits described under Sections 7(a)(1) through (8), except that for purposes of the benefits under Section 7(a)(2), the applicable averaging period shall be the three fiscal years immediately preceding the year in which the Date of Termination occurs.
(c)
Deemed Effective Date
. If the Executive's employment terminates after a Deemed Effective Date as defined in, and under the circumstances described in, the second sentence of Section 1 hereof, then the Company shall provide the Executive with the payments and benefits described under Sections 7(a)(1) through (8).
(d)
Death
. Upon the Executive's death during the Employment Period, this Agreement shall terminate without further obligations to the Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of the benefits described in Sections 7(a)(6) and 7(a)(7) (the "Other Benefits"). All Accrued Obligations shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this Section 7(d) shall include, without limitation, and the Executive's family shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and any of its Affiliated Companies to surviving families of peer executives of the Company and such Affiliated Companies under such plans, programs, practices and policies relating to family death benefits, if any, as in effect with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other peer executives of the Company and its Affiliated Companies and their families.
(e)
Disability
. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in Section 7(d)). All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this Section 7(e) shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.
(f)
Cause; Other Than for Good Reason
. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the
12
terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than Accrued Base Salary and Vacation Pay, and the timely payment or provision of benefits pursuant to the last sentence of Section 7(a)(6) and Section 7(a)(7). In such case, Accrued Base Salary and Vacation Pay shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.
(g)
Payment Schedule
. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and (ii) if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 7(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of six months following the Date of Termination and the date of occurrence of a “change in control event” (within the meaning of Code Section 409A and the regulations thereunder).
8.
Non-Exclusivity of Rights.
Except as otherwise expressly provided for in this Agreement, nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliated Companies and for which the Executive may qualify (other than any benefits under any severance or separation pay plan of the Company, including but not limited to the NextEra Energy, Inc. Executive Severance Benefit Plan), nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its Affiliated Companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliated Companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement and consistent with Code Section 409A.
9.
Full Settlement.
Except as required under the NextEra Energy, Inc. Incentive Compensation Recoupment Policy or any similar or successor policy or practice of the Company, the Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the
13
Executive under any of the provisions of this Agreement and, except as otherwise expressly provided for in this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. To the extent the Executive prevails on at least one material claim, the Company agrees to pay, to the fullest extent permitted by law (but only to the extent consistent with Code Section 409A), all legal fees and expenses which the Executive may reasonably incur as a result of any legal proceedings by the Company, the Executive, or others, as to the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).
10.
Parachute Payments.
(a)    Anything in any section of this Agreement other than this Section 10 to the contrary not- withstanding, in the event it shall be determined that any Payment (as hereinafter defined) would be subject to the Excise Tax (as hereinafter defined), the right to receive any Payment under this Agreement shall be reduced if but only if:
(i)    such right to such Payment, taking into account all other Payments to or for Participant, would cause any Payment to the Participant under this Agreement to be considered a "parachute payment" within the meaning of Code Section 280G(b)(2) as then in effect; and
(ii)    as a result of receiving a parachute payment and paying any applicable tax (including Excise Tax thereon), the aggregate after-tax amounts received by the Participant from the Company under this Agreement and all Payments would be less than the maximum after-tax amount that could be received by Participant without causing any such Payment to be considered a parachute payment.
In the event that the receipt of any such right to Payment under this Agreement, in conjunction with all other Payments, would cause the Participant to be considered to have received a parachute payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount.
To the extent that the payment of any compensation or benefits to Executive from the Company is required to be reduced by this Section 10, such reduction shall be implemented by determining the “Parachute Payment Ratio” (as hereinafter defined) for each parachute payment and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio.
(b)    Definitions. The following terms shall have the following meanings for purposes of this Section 10.
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(i)    “Excise Tax” shall mean the excise tax imposed by Code Section 4999, together with any interest or penalties imposed with respect to such excise tax.
(ii)    “Parachute Payment Ratio” shall mean a fraction the numerator of which is the value of the applicable parachute payment for purposes of Code Section 280G and the denominator of which is the intrinsic value of such parachute payment.
(iii)    “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Code Section 280G of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.
(iv)    A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.
(v)    The “Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” within the meaning of Code Section 280G(b)(3).
11.
Protective Covenants.
(a)
Confidential Information.
(i) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliated Companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its Affiliated Companies and which shall not be or become public knowledge (other than by acts of the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.
(ii) The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.
(b)
Noncompetition
. During Employment Period and for a two-year period following the termination of the Executive’s employment with the Company, the Executive agrees not to (i) compete or attempt to compete for, or act as a broker or otherwise participate in, any projects in which the Company has at any time done any work or undertaken any development efforts, or (ii) directly or indirectly solicit any of the Company’s customers, vendors, contractors, agents, or any other parties with which the Company
15
has an existing or prospective business relationship, for the benefit of the Executive or for the benefit of any third party, nor shall the Executive accept consideration or negotiate or enter into agreements with such parties for the benefit of the Executive or any third party.
(c)
Non-solicitation
. During the Employment Period and for a two-year period following the termination of the Executive's employment with the Company, the Executive shall not, directly or indirectly, on behalf of the Executive or for any other business, person or entity, entice, induce or solicit or attempt to entice, induce or solicit any employee of the Company or its Subsidiaries or other Affiliates to leave the Company's employ (or the employ of such Subsidiary or other Affiliate) or to hire or to cause any employee of the Company to become employed for any reason whatsoever.
(d)
Non-disparagement
. The Executive shall not, at any time or in any way, disparage the Company or its current or former officers, directors, and employees, orally or in writing, or make any statements that may be derogatory or detrimental to the Company’s good name or business reputation.
(e)
Cooperation
. The Executive agrees that certain matters in which the Executive may have been involved during the before and during the Employment Period may necessitate the Executive’s cooperation in the future. Accordingly, as a further condition to the Executive’s retention of benefits under this Agreement, to the extent reasonably requested by the Company, the Executive will cooperate with the Company and any Affiliate in connection with matters arising out the Executive’s service to the Company and its Affiliates; provided, however, that the Company or its Affiliates will make reasonable efforts to minimize disruption of the Executive’s other activities. The Company will reimburse the Executive for reasonable expenses incurred in connection with such cooperation and, to the extent the Executive is required to spend substantial time on such matters, the Company will compensate the Executive at an hourly rate based on the sum of the Executive’s annual base salary and annual target cash incentive opportunity in effect immediately prior to the Executive’s termination of employment.
(f)
No Remedy
. The Executive acknowledges that the Company would not have an adequate remedy at law for monetary damages if the Executive breaches these Protective Covenants. Therefore, in addition to all remedies to which the Company may be entitled for a breach or threatened breach of these Protective Covenants, including but not limited to monetary damages, the Company shall be entitled to specific enforcement of these Protective Covenants and to injunctive or other equitable relief as a remedy for a breach or threatened breach. In addition, upon any breach of these Protective Covenants or any separate confidentiality agreement or confidentiality provision between the Company and the Executive, the Executive will be required to repay to the Company any amounts received pursuant to this Agreement (other than Accrued Unpaid Salary and Vacation Pay), and the Executive’s rights to receive any other unpaid compensation under this Agreement shall be forfeited.
12.
Indemnification
.
The Company will, to the fullest extent permitted by law, indemnify the Executive in accordance with the terms of Article VI of the Company’s bylaws as in effect on the date hereof, a copy of which Article VI is attached to this Agreement as Annex A and made a part hereof by this reference. This indemnification provision shall survive the expiration or other termination of this Agreement.
13.
Successors.
(a)    This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and
16
distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.
(b)    This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c)    The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
14.
Miscellaneous
.
(a)
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b)
All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
Alex Rubio
[Home Address]
If to the Company:
NextEra Energy, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
Attention: Chairman & Chief Executive Officer
or such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(c)
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(d)
The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
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(e)
The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 6(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(f)    The Executive and the Company acknowledge that, except as may otherwise be provided under this Agreement or any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and the Executive’s employment may be terminated by either the Executive or the Company at any time. Moreover, except as provided herein in the case of a Deemed Effective Date, if prior to the Effective Date, (i) the Executive's employment with the Company terminates, or (ii) there is a material diminution in the Executive's position (including titles and reporting requirements), authority, duties, and responsibilities with the Company or its Affiliated Companies, then the Executive shall have no rights under this Agreement. From and after the Effective Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, and in furtherance but not in limitation of this, the Executive hereby waives the right to receive any benefits under any severance or separation pay plan of the Company, including but not limited to the NextEra Energy, Inc. Executive Severance Benefit Plan.
(g)
The Executive and the Company acknowledge that this Agreement contains the full and complete expression of the rights and obligations of the parties with respect to the matters contained in the Agreement. This Agreement supersedes any and all other agreements, written or oral, made by the parties with respect to the matters contained in the Agreement.
Notwithstanding anything herein to the contrary, and except in the case of death, it shall be a condition to the Executive receiving any payments or benefits under this Agreement that the Executive shall have (a) executed
, delivered to the Company and not revoked a release of claims against the Company, such release to be in the Company’s then standard form of release; and (b) executed and delivered to the Company resignations of all officer and director positions the Executive holds
with the Company or its Affiliated Companies, in each case no later than forty-five (45) days after the Date of Termination
unless there is a genuine dispute as to the Executive’s substantive rights under this Agreement within the meaning of Treasury Regulation 1.409A-3(g) (or any successor provision). If the Executive’s timing of the delivery of the release of claims in accordance with this paragraph could result in the payments that are treated as deferred compensation under Code Section 409A either being paid in the then current calendar year or the calendar year following the Executive’s Date of Termination, then, notwithstanding any contrary provision of this Agreement, the affected payments instead shall automatically and mandatorily be paid in the calendar year following the calendar year in which the Date of Termination occurs.
The Executive and the Company acknowledge that the benefits and payments provided under this Agreement are intended to comply fully with the requirements of Code Section 409A. This Agreement shall be construed and administered as necessary to comply with Code Section 409A and shall be subject to amendment in the future, in such a manner as the Company may deem necessary or appropriate to attain compliance; provided, however, that any such amendment shall provide the Executive with benefits and payments that are substantially economically equivalent to the benefits and payments that would have been made to the Executive absent such amendment and the requirements of Code Section 409A.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and the Company has caused Executive Retention Employment Agreement to be executed in its name on its behalf, all as of August 3, 2026.
EXECUTIVE
By
ALEX RUBIO
Alex Rubio
NEXTERA ENERGY, INC.
By
JOHN W. KETCHUM
Chairman and Chief Executive Officer
19
ANNEX
A TO THE
EXECUTIVE RETENTION EMPLOYMENT AGREEMENT
NEXTERA ENERGY, INC. AMENDED AND RESTATED BYLAWS
ARTICLE VI. INDEMNIFI
CATION/ADVANCEMENT OF EXPENSES
Section 1.
Right to Indemnification
.
Each person who was or is made a party or is threatened to be made a party to or was or is called as a witness or was or is otherwise involved in any Proceeding in connection with his or her status as an Indemnified Person, shall be indemnified and held harmless by the Company to the fullest extent permitted under the Florida Business Corporation Act (the "Act"), as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment). Such indemnification shall cover all expenses incurred by an Indemnified Person (including, but not limited to, attorneys' fees and other expenses of litigation) and all liabilities and losses (including, but not limited to, judgments, fines, ERISA or other excise taxes or penalties and amounts paid or to be paid in settlement) incurred by such person in connection therewith.
Notwithstanding the foregoing, except with respect to indemnification specified in Section 3 of this Article VI, the Company shall indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such person only if authorization for such Proceeding (or part thereof) was not denied by the board of directors of the Company prior to 60 days after receipt of notice thereof from such person.
For purposes of this Article VI:
(i)    a "Proceeding" is an action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom;
(ii)    an "Indemnified Person" is a person who is, or who was (whether at the time the facts or circumstances underlying the Proceeding occurred or were alleged to have occurred or at any other time), (A) a director or officer of the Company, (B) a director, officer or other employee of the Company serving as a trustee or fiduciary of an employee benefit plan of the Company, (C) an agent or non-officer employee of the Company as to whom the Company has agreed to grant such indemnity, or (D) serving at the request of the Company in any capacity with any entity or enterprise other than the Company and as to whom the Company has agreed to grant such indemnity.
1
Section 2.
Expenses
.
Expenses, including attorneys' fees, incurred by an Indemnified Person in defending or otherwise being involved in a Proceeding in connection with his or her status as an Indemnified Person shall be paid by the Company in advance of the final disposition of such Proceeding, including any appeal therefrom, (i) in the case of (A) a director or officer, or former director or officer, of the Company or (B) a director, officer or other employee, or former director, officer or other employee, of the Company serving as a trustee or fiduciary of any employee benefit plan of the Company, upon receipt of an undertaking ("Undertaking") by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company; or (ii) in the case of any other Indemnified Person, upon such terms and as the board of directors, the chairman of the board or the president of the Company deems appropriate.
Notwithstanding the foregoing, in connection with a Proceeding (or part thereof) initiated by such person, except a Proceeding authorized by Section 3 of this Article VI, the Company shall pay said expenses in advance of final disposition only if authorization for such Proceeding (or part thereof) was not denied by the board of directors of the Company prior to 60 days after receipt of a request for such advancement accompanied by an Undertaking.
A person to whom expenses are advanced pursuant to this Section 2 shall not be obligated to repay such expenses pursuant to an Undertaking until the final determination of any pending Proceeding in a court of competent jurisdiction concerning the right of such person to be indemnified or the obligation of such person to repay pursuant to such Undertaking.
Section 3.
Protection of Rights
.
If a claim for indemnification under Section 1 of this Article VI is not promptly paid in full by the Company after a written claim has been received by the Company or if expenses pursuant to Section 2 of this Article VI have not been promptly advanced after a written request for such advancement accompanied by an Undertaking has been received by the Company (in each case, except if authorization thereof was denied by the board of directors of the Company as provided in Article VI, Section 1 and Section 2, as applicable), the Indemnified Person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or the advancement of expenses. If successful, in whole or in part, in such suit, such Indemnified Person shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that indemnification of the Indemnified Person is prohibited by law, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its board
2
of directors, independent legal counsel, or its shareholders) to have made a determination, if required, prior to the commencement of such action that indemnification of the Indemnified Person is proper in the circumstances, nor an actual determination by the Company (including its board of directors, independent legal counsel, or its shareholders) that indemnification of the Indemnified Person is prohibited, shall be a defense to the action or create a presumption that indemnification of the Indemnified Person is prohibited.
Section 4.
Miscellaneous
.
(i)
Power to Request Service and to Grant Indemnification
.
The chairman of the board or the president or the board of directors may request any director, officer, agent or employee of the Company to serve as its representative in the position of a director or officer (or in a substantially similar capacity) of an entity or enterprise other than the Company, and may grant to such person indemnification by the Company as described in Section 1 of this Article VI.
(ii)
Non-Exclusivity of Rights
.
The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Charter, bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The board of directors shall have the authority, by resolution, to provide for such indemnification of employees or agents of the Company or others and for such other indemnification of directors, officers, employees or agents as it shall deem appropriate.
(iii)
Insurance Contracts and Funding
.
The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of or person serving in any other capacity with, the Company or another corporation, partnership, joint venture, trust or other enterprise (including serving as a trustee or fiduciary of any employee benefit plan) against any expenses, liabilities or losses, whether or not the Company would have the power to indemnify such person against such expenses, liabilities or losses under the Act. The Company may enter into contracts with any director, officer, agent or employee of the Company in furtherance of the provisions of this Article VI, and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect the advancing of expenses and indemnification as provided in this Article VI.
(iv)
Contractual Nature
.
The provisions of this Article VI shall continue in effect as to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors and administrators of such person. This Article VI shall be deemed to be a contract between the Company and each person who, at any time that this Article VI is in effect, serves or served in any capacity which entitles him or her to indemnification hereunder and any repeal
3
or other modification of this Article VI or any repeal or modification of the Act, or any other applicable law shall not limit any rights of indemnification with respect to Proceedings in connection with which he or she is an Indemnified Person, or advancement of expenses in connection with such Proceedings, then existing or arising out of events, acts or omissions occurring prior to such repeal or modification, including without limitation, the right to indemnification for Proceedings, and advancement of expenses with respect to such Proceedings, commenced after such repeal or modification to enforce this Article VI with regard to Proceedings arising out of acts, omissions or events arising prior to such repeal or modification.
(v)
Savings Clause
.
If this Article VI or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, the Company shall nevertheless (A) indemnify each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and (B) advance expenses in accordance with Section 2 of this Article VI, in each case with respect to any Proceeding in connection with which he or she is an Indemnified Person, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated or held to be unenforceable and as permitted by applicable law.
4

----- nee-q32026xex22.htm -----
EX-22
4
nee-q32026xex22.htm
EX-22
Document
Exhibit 22
GUARANTEED SECURITIES
Pursuant to Item 601(b)(22) of Regulation S-K, set forth below are securities issued by NextEra Energy Capital Holdings, Inc. (Issuer) and guaranteed by NextEra Energy, Inc. (Guarantor).
Issued under the Indenture (For Unsecured Debt Securities), dated as of June 1, 1999
3.55% Debentures, Series due May 1, 2027
3.50% Debentures, Series due April 1, 2029
2.75% Debentures, Series due November 1, 2029
2.25% Debentures, Series due June 1, 2030
1.90% Debentures, Series due June 15, 2028
1.875% Debentures, Series due January 15, 2027
2.44% Debentures, Series due January 15, 2032
3.00% Debentures, Series due January 15, 2052
4.30% Debentures, Series due 2062
4.625% Debentures, Series due July 15, 2027
5.00% Debentures, Series due July 15, 2032
Series M Debentures due September 1, 2027
4.90% Debentures, Series due February 28, 2028
5.00% Debentures, Series due February 28, 2030
5.05% Debentures, Series due February 28, 2033
5.25% Debentures, Series due February 28, 2053
4.90% Debentures, Series due March 15, 2029
5.25% Debentures, Series due March 15, 2034
5.55% Debentures, Series due March 15, 2054
4.85% Debentures, Series due April 30, 2031
Series N Debentures due June 1, 2029
Series O Debentures due November 1, 2029
4.85% Debentures, Series due February 4, 2028
5.05% Debentures, Series due March 15, 2030
5.30% Debentures, Series due March 15, 2032
5.45% Debentures, Series due March 15, 2035
5.90% Debentures, Series due March 15, 2055
Floating Rate Debentures, Series due February 4, 2028
4.67% Debentures, Series due June 12, 2035
3.83% Debentures, Series due June 12, 2030
4.40% Debentures, Series due March 1, 2031
5.85% Debentures, Series due March 1, 2056
2.989% Debentures, Series due February 10, 2030
3.624% Debentures, Series due February 10, 2034
Series P Debentures due February 15, 2031
Series Q Debentures due February 15, 2034
Issued under the Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006
Series B Enhanced Junior Subordinated Debentures due 2066
Series C Junior Subordinated Debentures due 2067
Series L Junior Subordinated Debentures due September 29, 2057
Series M Junior Subordinated Debentures due December 1, 2077
Series N Junior Subordinated Debentures due March 1, 2079
Series O Junior Subordinated Debentures due May 1, 2079
Series P Junior Subordinated Debentures due March 15, 2082
Series Q Junior Subordinated Debentures due September 1, 2054
Series R Junior Subordinated Debentures due June 15, 2054
Series S Junior Subordinated Debentures due August 15, 2055
Series T Junior Subordinated Debentures due August 15, 2055
Series U Junior Subordinated Debentures due June 1, 2085
Series V Junior Subordinated Debentures due May 15, 2056
Series W Junior Subordinated Debentures due May 15, 2056
Series X Junior Subordinated Debentures due February 26, 2056
Series Y Junior Subordinated Debentures due February 26, 2056
Series Z Junior Subordinated Debentures due April 15, 2086
Series AA Junior Subordinated Debentures due October 1, 2056
Series BB Junior Subordinated Debentures due October 1, 2056
Series CC Junior Subordinated Debentures due October 1, 2056

----- nee-q32026xex31a.htm -----
EX-31.A
5
nee-q32026xex31a.htm
EX-31.A
Document
Exhibit 31(a)
Rule 13a-14(a)/15d-14(a) Certification
I, John W. Ketchum, certify that:
1.
I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of NextEra Energy, Inc. (the registrant);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 21, 2026
JOHN W. KETCHUM
John W. Ketchum
Chairman, President and Chief Executive Officer
of NextEra Energy, Inc.

----- nee-q32026xex31b.htm -----
EX-31.B
6
nee-q32026xex31b.htm
EX-31.B
Document
Exhibit 31(b)
Rule 13a-14(a)/15d-14(a) Certification
I, Michael H. Dunne, certify that:
1.
I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of NextEra Energy, Inc. (the registrant);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 21, 2026
MICHAEL H. DUNNE
Michael H. Dunne
Executive Vice President, Finance and
Chief Financial Officer
of NextEra Energy, Inc.

----- nee-q32026xex31c.htm -----
EX-31.C
7
nee-q32026xex31c.htm
EX-31.C
Document
Exhibit 31(c)
Rule 13a-14(a)/15d-14(a) Certification
I, Scott Bores, certify that:
1.
I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of Florida Power & Light Company (the registrant);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 21, 2026
SCOTT BORES
Scott Bores
President and Chief Executive Officer
of Florida Power & Light Company

----- nee-q32026xex31d.htm -----
EX-31.D
8
nee-q32026xex31d.htm
EX-31.D
Document
Exhibit 31(d)
Rule 13a-14(a)/15d-14(a) Certification
I, Michael H. Dunne, certify that:
1.
I have reviewed this Form 10-Q for the quarterly period ended September 30, 2026 of Florida Power & Light Company (the registrant);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
October 21, 2026
MICHAEL H. DUNNE
Michael H. Dunne
Executive Vice President, Finance
and Chief Financial Officer
of Florida Power & Light Company

----- nee-q32026xex32a.htm -----
EX-32.A
9
nee-q32026xex32a.htm
EX-32.A
Document
Exhibit 32(a)
Section 1350 Certification
We, John W. Ketchum and Michael H. Dunne, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Quarterly Report on Form 10-Q of NextEra Energy, Inc. (the registrant) for the quarterly period ended September 30, 2026 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated:
October 21, 2026
JOHN W. KETCHUM
John W. Ketchum
Chairman, President and Chief Executive Officer
of NextEra Energy, Inc.
MICHAEL H. DUNNE
Michael H. Dunne
Executive Vice President, Finance and
Chief Financial Officer
of NextEra Energy, Inc.
A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

----- nee-q32026xex32b.htm -----
EX-32.B
10
nee-q32026xex32b.htm
EX-32.B
Document
Exhibit 32(b)
Section 1350 Certification
We, Scott Bores and Michael H. Dunne, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Quarterly Report on Form 10-Q of Florida Power & Light Company (the registrant) for the quarterly period ended September 30, 2026 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
Dated:
October 21, 2026
SCOTT BORES
Scott Bores
President and Chief Executive Officer
of Florida Power & Light Company
MICHAEL H. DUNNE
Michael H. Dunne
Executive Vice President, Finance
and Chief Financial Officer
of Florida Power & Light Company
A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).

----- nee-q32026xex3ib.htm -----
EX-3.IB
2
nee-q32026xex3ib.htm
EX-3.IB
Document
Exhibit 3(i)(b)
ARTICLES OF AMENDMENT TO
SECOND RESTATED ARTICLES OF INCORPORATION OF
NEXTERA ENERGY, INC.
Document Number of Corporation: M04961
Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, the undersigned corporation hereby submits the following amendment to its Second Restated Articles of Incorporation:
1.
The name of the corporation is NextEra Energy, Inc. (the “Corporation”).
2.
The text of ARTICLE III Section 1 of the Second Restated Articles of Incorporation of the Corporation is amended and restated in its entirety to read as follows (the “Amendment”):
Section 1.
Authorized Capital Stock.
The aggregate number of shares which the Corporation is authorized to issue is 5,100,000,000 shares, consisting of 100,000,000 shares of Serial Preferred Stock, $.01 par value, and 5,000,000,000 shares of Common Stock, $.01 par value.
3.
The aforesaid Amendment to the Second Restated Articles of Incorporation was approved and recommended to the shareholders of the Corporation by the board of directors of the Corporation on July 8, 2026, and was duly adopted by the shareholders of the Corporation on September 3, 2026, in accordance with the provisions of Section 607.1003 of the Florida Business Corporation Act. The number of votes cast for the Amendment by the shareholders was sufficient for approval.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name by the undersigned, thereunto duly authorized, on September 3, 2026.
NEXTERA ENERGY, INC.
CHARLES E. SIEVING
By:
Charles E. Sieving
Executive Vice President
Chief Legal, Environmental and Federal
Regulatory Affairs Officer