UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is presented by NextEra Energy, Inc., a Florida corporation (NEE), to illustrate the estimated effects of the proposed business combination with Dominion Energy, Inc., a Virginia corporation (Dominion Energy), in accordance with the terms of the Agreement and Plan of Merger, dated as of May 15, 2026, by and among NEE, WG Development Corp., a Virginia corporation and direct wholly owned subsidiary of NEE (Merger Sub Corp), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary of NEE (LLC Sub), and Dominion Energy (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub Corp will merge with and into Dominion Energy, with Dominion Energy surviving as a wholly owned subsidiary of NEE, and immediately thereafter Dominion Energy will merge with and into LLC Sub, with LLC Sub surviving as a wholly owned subsidiary of NEE (collectively, the Mergers).
Under the terms of the Merger Agreement, at the effective time of the first merger, 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) its pro rata share of an aggregate amount equal to $360 million in cash, without interest, and (ii) 0.8138 shares of NEE common stock, par value $0.01 per share.
The unaudited pro forma condensed combined financial information is presented for illustrative and informational purposes only and is not intended to represent what NEE's results of operations or financial position would have been had the Mergers occurred on the dates indicated, nor is it intended to project the results of operations or financial position of NEE for any future period or as of any future date. The unaudited pro forma condensed combined financial information is based on currently available information and certain assumptions that NEE believes are reasonable under the circumstances. The pro forma adjustments are preliminary and subject to change as additional information becomes available and additional analyses are performed. The actual financial position and results of operations of NEE following completion of the Mergers may differ materially from the unaudited pro forma amounts reflected herein.
The Mergers are expected to be accounted for as a business combination using the acquisition method of accounting under accounting principles generally accepted in the United States of America (U.S. GAAP), with NEE treated as the accounting acquirer based on factors including NEE's role in providing consideration and its governance and management control of the combined entity. Under the acquisition method of accounting, the consideration transferred will be allocated to the identifiable assets acquired and liabilities assumed of Dominion Energy based on their estimated fair values as of the closing date of the Mergers, and any excess of the consideration transferred over the fair value of the net assets acquired will be recognized as goodwill, if applicable. The allocation of the consideration transferred reflected in the unaudited pro forma condensed combined financial information is preliminary and is based on management's estimates and assumptions using information currently available. The final acquisition accounting will be completed after the closing of the Mergers and may differ materially from the preliminary amounts reflected in the unaudited pro forma condensed combined financial information.
The completion of the Mergers is subject to customary closing conditions, including, among others, approval by Dominion Energy shareholders of the Merger Agreement and the applicable plan of merger, approval by NEE shareholders of the issuance of NEE common stock in connection with the Mergers, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act), receipt of specified regulatory approvals, including the obtaining by Dominion Energy and NEE of consents and approvals required under (i) the HSR Act, (ii) the Federal Energy Regulatory Commission, (iii) the U.S. Nuclear Regulatory Commission, (iv) the Virginia State Corporation Commission, (v) the North Carolina Utilities Commission and (vi) the Public Service Commission of South Carolina, approval for listing on the New York Stock Exchange of the NEE common stock to be issued in the Mergers, accuracy of the parties' representations and warranties, compliance with covenants, and the absence of a material adverse effect on either Dominion Energy or NEE.
NEXTERA ENERGY, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (millions)
June 30, 2026 NEE Historical Dominion Energy Historical as Conformed (See Note 3) Transaction Accounting Adjustments Note Pro Forma Combined ASSETS Current assets: Cash and cash equivalents $ 2,866
Customer receivables, net of allowances 4,708
Materials, supplies and fuel inventory 2,616
Other assets: Property, plant and equipment - net 170,452
Investment in equity method investees 5,971
LIABILITIES AND EQUITY Current liabilities: Commercial paper $ 1,736
Accrued construction-related expenditures 3,348
Other liabilities and deferred credits: Long-term debt 98,790
Total other liabilities and deferred credits 135,674 76,274 82 212,030
COMMITMENTS AND CONTINGENCIES REDEEMABLE NONCONTROLLING INTERESTS 64
Accumulated other comprehensive income (loss) (48)
Total common shareholders' equity 57,126 28,922 35,511 121,559
NEXTERA ENERGY, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (millions, except per share amounts)
Six months ended June 30, 2026 NEE Historical Dominion Energy Historical as Conformed (See Note 3) Transaction Accounting Adjustments Note Pro Forma Combined OPERATING REVENUES $ 14,235
Fuel, purchased power and interchange 2,703
Taxes other than income taxes and other - net 1,295
Total operating expenses - net 10,039 7,778 - 17,817
GAINS ON DISPOSAL OF BUSINESSES/ASSETS - NET 250
Total other income (deductions) - net (710) (435) - (1,145)
INCOME (LOSS) BEFORE INCOME TAXES 3,736 1,286 (563) 4,459
NET INCOME (LOSS) FROM CONTINUING OPERATIONS 4,309 1,116 (422) 5,003
NET LOSS (INCOME) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS 1,017
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEE $ 5,326 $ 963 $ (422) $ 5,867
Weighted-average shares outstanding: Basic 2,083.0
Earnings from continuing operations per share attributable to NEE:
NEXTERA ENERGY, INC. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME (millions, except per share amounts)
Year ended December 31, 2025 NEE Historical Dominion Energy Historical as Conformed (See Note 3) Transaction Accounting Adjustments Note Pro Forma Combined OPERATING REVENUES $ 27,412
Fuel, purchased power and interchange 4,944
Taxes other than income taxes and other - net 2,469
Total operating expenses - net 19,392 12,092 500 31,984
GAINS ON DISPOSAL OF BUSINESSES/ASSETS - NET 260
INCOME (LOSS) BEFORE INCOME TAXES 4,530 3,611 (1,647) 6,494
NET INCOME (LOSS) FROM CONTINUING OPERATIONS 5,332 3,079 (897) 7,514